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



                                 AMENDMENT NO. 2


                  Amendment No. 2 dated as of May 8, 1998 (this "Amendment"), 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
(the  "Owner")  and  Lucent  Technologies  Inc.,  a  Delaware  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
amended by  Amendment  No. 1 dated as of  February  25,  1997 (as  amended,  the
"Contract"),  wherein the Owner agreed to have the Vendor engineer and construct
PCS Systems and PCS  Sub-Systems  in the System  Areas and the Vendor  agreed to
provide  Products and Services to the Owner in connection  with the  engineering
and construction of PCS Systems and PCS Sub-Systems in the System Areas pursuant
to and in accordance with the terms of the Contract; and

                  WHEREAS,  the Parties  desire to amend the Contract such that,
among other  things,  the Owner may  purchase  Products and Services on or after
January 1, 1998 and that the Vendor  shall  provide  and shall be deemed to have
provided  such  Products and Services on and after  January 1, 1998 on terms and
conditions regarding price, payment and warranties, among others, which may vary
(pursuant  to the terms of this  Amendment)  from  those  terms  and  conditions
respecting Products and Services ordered by the Owner prior to January 1, 1998.

                  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 shall have the meaning set forth for such terms in the Contract.

         2.    Amendments to Section 1.

               (a)  Subsection  1.1 of the Contract is hereby  amended by adding
the following definitions in the appropriate alphabetic order:

                  "Additional  Products",  "Additional Services" and "Additional
         Products  and  Services"   means  those   Products   and/or   Services,
         respectively,  which are  ordered  by the Owner on or after  January 1,
         1998 pursuant to a Purchase Order.

<PAGE>




                  "Additional  Services  Acceptance  Certificates"  means  those
         written certificates provided by the Owner to the Vendor evidencing the
         Owner's  acceptance  pursuant  to and in  accordance  with the  Testing
         Exhibits.

                  "Additional  Services  Acceptance  Tests" means the collective
         reference to the performance and reliability  demonstrations  and tests
         specified in the Testing Exhibits.

                  "Additional  Product  Commitment"  has the meaning  ascribed
         thereto in subsection 7.4.

                  "Approved CIQ" means a Customer Information  Questionnaire for
         ordered MSC(s), which such Customer Information  Questionnaire has been
         executed by Authorized Representatives of both Parties.

                  "Cluster"  means at least five (5) System  Element  Facilities
         (with installed  System  Elements)  designated by the Owner within each
         PCS  System  and/or PCS  Sub-System,  as the case may be, to be Cluster
         Optimized by the Vendor.

                  "Cluster  Optimization" means the Optimization to be performed
         by the Vendor in each Cluster in accordance  with the  requirements  of
         Exhibit B5 and the terms of this Contract.

                  "Commissioning"  means the Work to be  performed by the Vendor
         pursuant to a Purchase  Order in accordance  with the  requirements  of
         Exhibit B4 and the terms of this Contract.

                  "Deliverable(s)"  means any Item identified as to be delivered
         by the Vendor to the Owner  pursuant  to the terms of this  Contract or
         otherwise  identified in any Purchase  Order made pursuant to the terms
         of this Contract an shall at all times include,  but not be limited to,
         Equipment, Software and Services.

                  "Designated  Switch  Site" means with respect to each MSC, the
         location  designated  by the  Owner  to the  Vendor  in the  applicable
         Purchase Order to which the Vendor is required to deliver,  install and
         Commission such MSC.

                  "FOB  Point"  means with  respect  to BTS and  Growth  Cabinet
         Additional Products,  the Vendor's staging or manufacturing  facilities
         in Columbus, Ohio, Omaha, Nebraska and, with respect to batteries only,
         Dallas,  Texas, or as otherwise  mutually agreed between the Parties in
         writing from time to time. With respect to MSC Additional Products (and
         associated  Equipment  and  Software),  FOB  Point  means  the  Owner's
         Designated Switch Sites.

                  "Forecast" has the meaning ascribed thereto in subsection 7.5.

<PAGE>




                  "Forecast  Period"  has  the  meaning  ascribed  thereto  in
         subsection 7.5.

                  "Growth  Cabinet(s)"  means  any  make,  model or type of Base
         Station growth cabinet set forth on Schedule 2A.

                  "Initial  Products",  "Initial Services" and "Initial Products
         and Services"  means the  collective  reference to,  respectively,  any
         Products,   Services,   or  Products  and   Services   which  are  not,
         respectively,  Additional Products,  Additional Services, or Additional
         Products and Services.

                  "Integration"  means the connection  and/or hook-up of the BTS
         Products to the MSC  Products  pursuant to and in  accordance  with the
         requirements of Exhibit B4.

                  "IOS Milestone  Dates" means the  collective  reference to the
         dates specified for each IOS Milestone as set forth in Exhibit G1; each
         an "IOS Milestone Date."

                  "IOS  Milestones"  means  the  collective   reference  to  the
         interoperability  milestones  designated as such in Exhibit G1; each an
         "IOS Milestone."

                  "Late Amount" has the meaning ascribed thereto in subsection
         6.3.1.

                  "List  Price"  whenever  used  with  respect  to the  Vendor's
         pricing  means the  Vendor's  then  current  PCS  Product  price  lists
         published and/or made available by the Vendor to its Customers.

                  "Local   Transportation"   means  the  Vendor's  transport  of
         Additional  Products  from the  Owner's  designated  warehouses  to the
         Owner's  designated  System  Element  Facilities  within fifty (50) air
         miles of such warehouse(s)  pursuant to the pricing terms and as a part
         of Optional  Additional  Services under Schedule 2A and Schedule 3A. In
         no   event   will   Local    Transportation    include    Extraordinary
         Transportation.

                  "MFC Deliverable" means any of the Products or Services listed
         on Schedules 2, 2A, 3 and 3A (including any Products and Services added
         to any such  Schedules in accordance  with the terms of this  Contract)
         and with respect to the Optional  Features  Software Releases listed on
         Schedule  2A, each such  Optional  Features  Software  Release  will be
         deemed a single MFC Deliverable; collectively, the "MFC Deliverables."

                  "Optimization"  means the Work to be  performed  by the Vendor
         pursuant to a Purchase  Order in accordance  with the  requirements  of
         Exhibit B5 and the terms of this Contract.

                  "Optional   Additional   Services"  means  those  Additional
         Services with respect to the Local Transportation, Installation,
         Integration, Commissioning and/or Optimization

<PAGE>


                  of  Additional  Products  which may be  purchased by the Owner
         and,  in such case,  performed  by the  Vendor,  for BTS and/or  Growth
         Cabinet  Additional  Products  pursuant to Schedules 2A and 3A; each an
         "Optional  Additional  Service."  On  Schedules 2A and 3A, the Optional
         Additional  Services  for BTSs are  sometimes  referred to as "Services
         Suite I" and the Optional  Additional  Services for Growth Cabinets are
         sometimes  referred to as "Services  Suite II." To the extent the Owner
         chooses  to  have  the  Vendor  perform  any or  all  of  the  Optional
         Additional Services,  any such Services will be performed by the Vendor
         pursuant to and in accordance with the terms of Exhibits B4 and B5.

                  "Optional  Features  Software  Releases"  means the collective
         reference to Vendor Software releases 7, 8 and 9, to be provided to the
         Owner and installed  within the Nationwide  Network  pursuant to and in
         accordance with the terms of Exhibits C, C1 and J and the terms hereof,
         each, an "Optional Features Software Release."

                  "Purchase  Order(s)" means those written order(s) delivered by
         the Owner to the Vendor  pursuant  to Section 7 hereof  specifying  the
         type,  quantity,  delivery dates, prices and "ship to" locations of and
         for the  furnishing,  Commissioning  and/or  Optimization of Additional
         Products  and  Services on and within the System  Element  Locations as
         specified in such written order(s).

                  "SprintCom" means SprintCom, Inc., a Kansas corporation.

                  "SprintCom MOU" means that certain Memorandum of Understanding
         between   SprintCom  and  the  Vendor  with  respect  to  the  Vendor's
         achievement of IOS V.2 and "IOS V.3" (as such term is defined  therein)
         made and  effective  as of May 8,  1998,  as the  same may be  amended,
         supplemented or restated from time to time.

                  "System  Optimization"  means the Work to be  performed by the
         Vendor  in each PCS  System  in  accordance  with the  requirements  of
         Exhibit B5 and the terms of this Contract.

                  "System    Optimization    Certificate"   means   the   System
         Optimization  Acceptance  Certificate evidencing the Owner's acceptance
         of System Optimization in each PCS System pursuant to and in accordance
         with Exhibit B5. A form of System Optimization  Certificate is attached
         to Exhibit B5.

                  "System Support Services" means those services provided by the
         Vendor  pursuant to the terms of this  Contract  relating to PCS System
         design, enhancement and optimization.

                  "Testing  Exhibits" means with respect to Additional  Products
         and Services,  the  collective  reference to Exhibits B4, B5, C, C1, G1
         and G3."

                  "WIN Software  Releases" means all of those Software  releases
         specified  in  Exhibits C and C1 with  respect  to any and all  SCP/HLR
         Software, SCP/OTAF Software,

<PAGE>


                  OAM&P  and  Actiview  Software  and/or  any and  all  Software
         releases or features relating to HLR, OTAF,  Actiview,  OAM&P, TIMS and
         ADDS; each a "WIN Software Release."

               (b) Subsection 1.1 is further amended by deleting the definitions
of "Acceptance  Certificates,"  "Acceptance Tests," "Customer," "Force Majeure,"
"Installation,"  "Nationwide Network," "Net Price," "PCS Products,"  "Products,"
"Services,"  "Software,"  "System Areas",  "System Support Services" and "United
States" as such  definitions  are set forth in the Contract and replacing  them,
respectively, in their entirety with the following:

                  "Acceptance  Certificates"  means the collective  reference to
         the Factory Test Certificate,  the Initial PCS System Certificate,  the
         Substantial  Completion  Certificate,  the Final Acceptance Certificate
         and with  respect  to  Additional  Services,  the  Additional  Services
         Acceptance Certificates.

                  "Acceptance  Tests"  means  the  collective  reference  to the
         performance  and  reliability  demonstrations  and tests  specified  in
         Exhibits  B1, B2, B3, B4,  B5, C, G1 and G3 to  determine  whether  the
         Products,  the Services, any of the PCS Systems, PCS Sub-Systems and/or
         the  System  meet  the  relevant   Specifications  and  the  terms  and
         conditions  of  this  Contract,  and  with  respect  to the  Additional
         Services, the Additional Services Acceptance Tests.

                  "Customer" means any PCS customer of the Vendor doing business
         in the United States or any PCS customer  doing  business in the United
         States of any of the Vendor's affiliates or subsidiaries.

                  "Force Majeure" means the following:

                  (a) Acts of God, epidemic, earthquake,  landslide, lightening,
         fire, explosion,  accident,  tornado,  drought,  flood,  hurricane,  or
         extraordinary  weather  conditions  more severe than those normally and
         typically  experienced in the affected area  constituted by each of the
         specified System Areas in which the Vendor is seeking to claim Contract
         suspension due to Force Majeure;

                  (b) Acts of a public  enemy,  war  (declared  or  undeclared),
         blockade,   insurrection,   riot  or   civil   disturbance,   sabotage,
         quarantine,  or any exercise of the police power by or on behalf of any
         public entity;

                  (c) (i) The valid order, judgment or other act of any federal,
         state or local court,  administrative  agency,  Governmental  Entity or
         authority  issued after the  Effective  Date;  (ii) with respect to the
         Vendor  only,  the  suspension,  termination,  interruption,  denial or
         failure of or delay in renewal or  issuance  of any  Applicable  Permit
         required  by this  Contract  to be  obtained  by the Owner;  (iii) with
         respect to the Owner only, the suspension,  termination,  interruption,
         denial or failure of or delay in renewal or issuance of any  Applicable
         Permit required by this Contract to be obtained by the Vendor;  or (iv)
         a change in Applicable  Law (including the adoption of a new Applicable
         Law); provided

<PAGE>


                  that no such  order,  judgment,  act,  event or  change is the
         result of the action or inaction of, or breach of this Contract by, the
         Party relying thereon;

                  (d) Strikes, boycotts or lockouts involving the employees of
         the Vendor;

                  (e) A partial or entire delay or failure of utilities;  or
         transportation embargoes; or

                  (f) The  presence  of (i)  any  Hazardous  Waste  on or at any
         System Element Location which materially interferes with the Work to be
         done  thereon  or  otherwise  materially  endangers  the  safety of any
         personnel   at  such   location;   (ii)  any  unknown   historical   or
         archeological  sites which are not shown or  indicated in the survey of
         any System  Element  Locations  and of which the Vendor  could not have
         reasonably  been  expected  to be aware;  or (iii) any  mining or water
         recovery  activities  (other than such  activities by the Vendor or its
         Subcontractors)  at or under  any  System  Element  Location  after the
         Effective Date.

                  Events of Force Majeure include the failure of a Subcontractor
         to furnish labor, services,  materials, or equipment in accordance with
         its contractual  obligations,  only if such failure is itself due to an
         event of Force  Majeure.  A Force Majeure does not include any delay in
         performance  to the  extent  due to the  failure  of the  Vendor or any
         Subcontractor  to  provide an  adequate  number of  engineers  or other
         workmen or to manufacture  or procure an adequate  amount of Equipment,
         Software and/or Services.

                  "Installation"  means (i) with respect to Additional  Products
         that are not being purchased with the Optional Additional Services, the
         Owner's  activities  with respect to the  placement  of the  Additional
         Products in and within the relevant System Element Facilities  pursuant
         to the criteria set forth in Exhibit B4 so that the Vendor may commence
         Integration  and/or  Commissioning on such Products  pursuant to and in
         accordance with the requirements of Exhibit B4 and (ii) with respect to
         Additional  Products  that  are  being  purchased  with  such  Optional
         Additional   Services   and/or  are  being  purchased  as  an  Optional
         Additional  Service,  the  Vendor's  activities  with  respect  to  the
         placement of the Additional  Products in and within the relevant System
         Element Facilities  pursuant to the criteria set forth in Exhibit B4 so
         that Commissioning will be completed in accordance with Exhibit B4. The
         Vendor sometimes refers to Installation as "Bolt-Down."

                  "Nationwide  Network"  means  all of the PCS  systems  and PCS
         sub-systems (including,  but not limited to, all PCS Systems and/or PCS
         Sub-Systems covered hereby) built or to be owned and/or operated by the
         Owner or any of its Affiliates in the United States.

                  "Net Price" means the final price paid by any Person after all
         discounts,  reductions, rebates, volume discounts or adjustments of any
         kind are applied,  whether under the original contract of purchase,  as
         it may be amended,  supplemented  or  otherwise  modified  from time to
         time, or any supplemental separate, or complementary transaction.

<PAGE>




                  "PCS Products"  means the Vendor's PCS Equipment and Software,
         as offered from time to time in the Customer Price Guide; provided that
         for the purposes of this Contract, PCS Products will always (subject to
         subsection  10.1) include at least (i) the  SCP/HLRs,  (ii) the SCP/HLR
         Products,  (iii) the AM/HLR (to the extent not already a PCS  Product),
         (iv) SMS,  (v) SCE,  (vi) the AS  Products,  (vii)  the OTAF  Products,
         (viii) the Actiview Products, (ix) the TCUs and/or the ECUs as the case
         may be, (x) any and all other  products set forth in Schedules 2, 2A, 3
         and 3A, (xi) any and all Optional  Features  Software  Releases and WIN
         Software  Releases  and (xii) those other Items  listed on the Vendor's
         Customer  Price  Guide as of the  Effective  Date and as of  January 1,
         1998. As the context requires and  notwithstanding  the above, the term
         PCS Products includes all Vendor manufactured  Products provided to the
         Owner in connection with its obligations  pursuant to the terms of this
         Contract,  but excludes  Items  furnished  solely as part of Facilities
         Preparation  Services  not  otherwise  integral  to  the  operation  or
         maintenance  of the PCS Items set forth on the  Customer  Price  Guide,
         including Non-Essential Equipment.

                  "Products" means the collective reference to the PCS Products,
         the  Equipment  and  the  Software   provided  by  the  Vendor  or  any
         Subcontractor,  including without  limitation,  Initial  Products,  PCS
         Products and Additional  Products,  pursuant to and in accordance  with
         the terms of this Contract.

                  "Services"  means  the  collective  reference  to  all  of the
         services to be conducted  by the Vendor as part of the Work,  including
         without  limitation,  Initial  Services,  Additional  Services  and the
         Optional  Additional  Services,  pursuant to the terms of the  Contract
         including  but not limited to,  Installation,  Integration,  Facilities
         Preparation  Services,  RF  Engineering,  System  Maintenance  Support,
         System  Support  Services,  Commissioning  and  Optimization  and other
         services,  performed  in  accordance  with the  terms of this  Contract
         including, but not limited to, the relevant Specifications. Services do
         not include  Site  Acquisition,  Network  Interconnection  or Microwave
         Relocation  and  with  respect  to  Additional  Products  only,  unless
         otherwise mutually agreed to by the Parties,  Additional  Services also
         do  not  include  any  Installation,   Integration,  Commissioning,  RF
         Engineering, Optimization or Civil Work services to be performed by the
         Owner with respect to Additional Products.

                  "Software" means (a) all computer software furnished hereunder
         for use with any  Equipment  including,  but not limited  to,  computer
         programs  contained  on a magnetic  or  optical  storage  medium,  in a
         semiconductor  device,  or in another  memory  device or system  memory
         consisting of (i) hardwired logic instructions which manipulate data in
         central  processors,   control  input-output   operations,   and  error
         diagnostic  and recovery  routines,  or (ii)  instruction  sequences in
         machine-readable code furnished hereunder that control call processing,
         peripheral equipment and administration and maintenance functions,  (b)
         any Software Enhancements, Software features, Software Upgrades,

<PAGE>


                  Optional  Features Software Releases and WIN Software Releases
         furnished  by  the  Vendor  to  the  Owner   hereunder,   and  (c)  any
         Documentation  furnished  hereunder  for  use  and  maintenance  of the
         Software;  provided  that no  Source  Code  versions  of  Software  are
         included in the term Software.

                  "System  Areas"  means  those  geographic  areas in the United
         States  (including its possessions and  territories) in which the Owner
         and/or any of its  Affiliates  is  operating,  managing,  constructing,
         planning to operate, manage or construct or otherwise possessing rights
         to operate, manage or construct a PCS system(s) or service(s)."

                  "System Support Services" means the Services described in
         subsection 2.26.

                  "United States" means the fifty states of the United States of
         America,  the District of Columbia and each  territory or possession of
         the United States of America.

               (c) Subsection  1.1 is further  amended by deleting the following
definitions in their entirety:

                  "APC"

                  "Cable Microcell Integrator (CMI)"

                  "Headend Interface Converter (HIC)"

                  "Interoperability"

         3.    Amendments to Section 2.

               (a)  Subsection  2.1 is hereby  amended  by making it  subsection
2.1(a) and adding the following  subsections  2.1(b) and (c)  immediately  after
subsection 2.1(a):

                  "(b)   Notwithstanding   anything   contained  herein  to  the
         contrary,  the Vendor will provide all Additional Products and Services
         to the Owner  pursuant to Purchase  Orders and in  accordance  with the
         requirements of the relevant Specifications, including, but not limited
         to, the Vendor's obligation to furnish, design,  manufacture,  Install,
         Integrate, Commission, Optimize and test the Additional Products in and
         within the PCS Systems and the PCS  Sub-Systems in accordance  with the
         terms of the Contract and, in particular,  the relevant  Specifications
         and in a manner that otherwise satisfies all conditions of the relevant
         Specifications;  provided  that,  respecting  the Work to be  performed
         pursuant to Purchase  Orders for Additional  Products or Services,  the
         Vendor will generally (except to the extent otherwise  specifically set
         forth in this  Contract or  otherwise  agreed to by the Parties) not be
         responsible for Site Acquisition, Civil Work, RF Engineering, Microwave
         Relocation or Network Interconnection, and further, the Vendor will not
         be responsible  for any  Installation,  Integration,  Commissioning  or
         Optimization which upon the Owner's

<PAGE>


                  choice not to purchase Optional  Additional  Services from the
         Vendor is being performed by the Owner.

                  (c) To the extent any action,  inaction or  obligation  of the
         Vendor  pursuant to the terms of this  Contract  is a  condition  to or
         requirement of the fulfillment  achievement  and/or  performance of any
         other action, inaction or obligation of the Vendor (including,  but not
         limited to, any IOS Milestone),  the failure or inability of the Vendor
         to achieve, fulfill or otherwise perform such prior action, inaction or
         obligation will in no way, without the express prior written consent of
         the Owner pursuant to the terms of this Contract,  modify, waive, or in
         any way limit  the  Vendor's  obligation  to  continue  to use its best
         efforts to achieve,  fulfill and/or perform such prior action, inaction
         or  obligation  and  continue  to do all such other Work  necessary  to
         achieve, fulfill and/or perform all such succeeding actions, in actions
         and/or obligations."

               (b)  Subsection  2.2 is hereby  amended  by  deleting  subsection
2.2(a) in its entirety and renaming subsections 2.2(b) and 2.2(c), respectively,
as subsections 2.2(a) and 2.2(b).

               (c)  Subsection  2.6 is hereby  amended by adding  the  following
subsections 2.6(e), (f), (g) and (h) immediately after subsection 2.6(d):

                  "(e)   Notwithstanding   anything   contained  herein  to  the
         contrary,  with respect to each System  Element  Location for which the
         Owner has  ordered  Additional  Products  pursuant to the terms of this
         Contract,  the Vendor must complete Installation and/or Integration and
         Commissioning  (in  each  case,  to  the  extent  applicable)  of  such
         Additional Products within the time frames set forth in Exhibits B4 and
         B5 and pursuant to the  requirements and criteria set forth in Exhibits
         B4 and B5 and the relevant Specifications.

                  (f) The Vendor  must  complete  Cluster  Optimization  (to the
         extent  applicable) for each designated  Cluster within each PCS System
         within the time  frames set forth in  Exhibit  B5 and  pursuant  to the
         requirements  and  criteria  set forth in Exhibit  B5. The Vendor  must
         complete System  Optimization  (to the extent  applicable) for each PCS
         System  within the time frames set forth in Exhibit B5 and  pursuant to
         the  requirements and criteria set forth in Exhibit B5 and the relevant
         Specifications.

                  (g) Notwithstanding anything contained herein to the contrary,
         the Vendor will engineer,  furnish,  Commission and Install,  Integrate
         and Optimize the MSC Additional  Products forecasted and ordered by the
         Owner  at  and  in  the  Designated  Switch  Sites  pursuant  to and in
         accordance   with  the   terms   of   Exhibit   B4  and  the   relevant
         Specifications.

                  (h) The Vendor will  engineer,  furnish,  Install,  Integrate,
         Commission  and Optimize (in each case, to the extent  applicable)  the
         Additional  Products  in each  of the PCS  Systems  so as to  cause  no
         unauthorized   interference   with  or   obstruction   to   lands   and
         thoroughfares  or  rights  of way on or  near  which  the  Work  may be
         performed.  The Vendor must use due care and exercise every  reasonable
         safeguard to avoid damage to

<PAGE>


                  existing  facilities,  and if repairs or new  construction are
         required  in order to replace  facilities  damaged by the Vendor due to
         its carelessness, negligence or willful misconduct, such repairs or new
         construction will be at the Vendor's sole cost and expense."

     (d) Subsection  2.9 is hereby  amended by adding the following  subsections
     2.9(h) and (i) immediately after subsection 2.9(g):

                  "(h)  The  Vendor   recognizes  and  agrees  that  the  timely
         achievement and commercial implementation within the Nationwide Network
         of  the  IOS  Milestones  is  extremely  important  to  the  Owner  and
         fundamental to the Owner's business objectives. To that end, the Vendor
         will  achieve each of the IOS  Milestones  on or before each of the IOS
         Milestone  Dates  pursuant  to and in  accordance  with  the  terms  of
         Exhibits G1, G2 and G3.

                  (i) The Vendor  recognizes and agrees that the achievement and
         commercial   implementation   within  the  Nationwide   Network  of  an
         inter-vendor  packet based  interoperability  standard  based on IS-634
         Rev.  A  and  any   industry   and/or  Owner   specific   additions  or
         modifications   thereto  is  extremely   important  to  the  Owner  and
         fundamental to the Owner's business objectives.  To that end, the Owner
         and the Vendor  understand  and agree that the Vendor is  committed  to
         achieving  "IOS V.3" (as such term is  defined  in the  SprintCom  MOU)
         pursuant to Sections B.3 and B.4 of the SprintCom MOU."

     (e) Section 2.15 is hereby amended by adding the following  sentence at the
     end of such subsection:

                  "Notwithstanding  anything  contained  herein to the contrary,
         with respect to BTS and Growth  Cabinet  Additional  Products the Owner
         will  be  responsible  for all  transportation  costs  associated  with
         transporting such BTS and Growth Cabinet  Additional  Products from the
         applicable FOB Points to the  appropriate  System  Element  Facilities;
         provided  that the Vendor will be  responsible  for all  transportation
         costs associated with  transporting the MSC Additional  Products to the
         appropriate Designated Switch Sites and all Local Transportation.

               (f)  Subsection  2.20 is hereby  amended  by  deleting  it in its
entirety and replacing it with the following subsection 2.20:

                  "2.20 Operating Manuals. The Vendor will provide the Owner one
         (1) set of Operating  Manuals with each  Additional  Product shipped to
         the Owner. In addition,  the Vendor will, at its sole cost and expense,
         provide  the Owner  with six (6) sets of updated  Operating  Manuals by
         July 1, 1998. The Operating Manuals will be prepared in accordance with
         the relevant  Specifications  and in  sufficient  detail to  accurately
         represent  the  Products  and  all  of  their  material  components  as
         constructed  and will recommend  procedures  for  operation.  Operating
         Manuals with up to date drawings, specifications and design sheets will
         be available for the Training as set forth in subsection 2.23. All

<PAGE>


                  Operating  Manuals  will be provided in CD-ROM  format  (other
         than certain  engineering  drawings  that are not practical to place on
         CD-ROM format).  The Owner has the right and license to print, copy and
         distribute  such  materials  as  deemed  necessary  so long as any such
         distribution  complies  with the  restrictions  set forth in subsection
         27.19."

               (g)  Subsection  2.21 is hereby  amended  by  deleting  it in its
entirety and replacing it with the following subsection 2.21:

                  "2.21 Maintenance and Instruction  Manuals. The Vendor, at its
         sole cost and expense  during the  applicable  Warranty  Periods,  will
         provide  the  Owner  (i)  one (1) set of  Maintenance  and  Instruction
         Manuals with each MSC Additional  Product shipped to the Owner and (ii)
         one set of Maintenance and Instruction  Manuals with every  twenty-five
         (25) BTS Additional  Products in each PCS System or PCS Sub-System.  In
         addition,  the Vendor,  at its sole cost and expense,  must provide the
         Owner  with six (6) sets of the  updated  Maintenance  and  Instruction
         Manuals by July 1, 1998. The Maintenance  and Instruction  Manuals will
         be prepared  in  accordance  with the  relevant  Specifications  and in
         sufficient detail to accurately represent the Products and all of their
         material  components as constructed  and will set forth  procedures for
         inspection and  maintenance.  Maintenance and Instruction  Manuals with
         up-to-date drawings, specifications and design sheets will be available
         for the Training set forth in  subsection  2.23.  The  Maintenance  and
         Instruction  Manuals  must  include the volumes  compiled by the Vendor
         containing  all as-built  Subcontractor  furnished  product  data.  All
         Maintenance and  Instruction  Manuals will be provided in CD-ROM format
         (other than  certain  engineering  drawings  that are not  practical to
         place on CD-Rom format).  The Owner has the right and license to print,
         copy and distribute  such materials as deemed  necessary so long as any
         such   distribution   complies  with  the  restrictions  set  forth  in
         subsection 27.19."

               (h)  Subsection  2.40 is hereby  amended  by  deleting  it in its
entirety.

         4.    Amendments to Section 3.

               (a)  Subsection  3.2 is  hereby  amended  by  deleting  it in its
entirety and replacing it with the following subsection 3.2:

                  "3.2 Purchase Orders from Initial Affiliates.  During the Term
         of  this  Contract,  the  Owner  will  have  the  right,  but  not  the
         obligation,  to require  the Vendor to fulfill  (and the Vendor will so
         fulfill) signed Purchase Orders for forecasted amounts (as set forth in
         subsection 7.5) of Products  and/or Services  received from any Initial
         Affiliate  designated by the Owner  pursuant to and in accordance  with
         all of the same prices and all of the same terms and  conditions as set
         forth in this  Contract;  provided that such Products  and/or  Services
         (other  than   wireless/wireline  MSCs  and  associated  Equipment  and
         Software)  will be solely for use  within or related to the  Nationwide
         Network  and/or any part thereof.  Any Initial  Affiliate(s)  hereunder
         will have the right, in lieu of ordering

<PAGE>


                  directly  hereunder  pursuant to the  preceding  sentence,  to
         enter  into a separate  contract  with the  Vendor  pursuant  to and in
         accordance with clause (ii) of subsection 3.3 below."

               (b)  Subsection  3.3 is  hereby  amended  by  deleting  it in its
entirety and replacing it with the following subsection 3.3:

                  "3.3 Agreements with Additional Affiliates. During the Term of
         this Contract,  the Owner will have the right,  but not the obligation,
         to require that the Vendor either:  (i) fulfill (and the Vendor will so
         fulfill)  signed  Purchase  Orders for  forecasted  amounts of Products
         and/or Services  received from any Additional  Affiliate  designated by
         the Owner for the supply of any Products and/or Services solely for use
         within or related to the  Nationwide  Network  and/or any part  thereof
         (except in the case of any Additional Affiliate  wireless/wireline MSCs
         and  associated  Equipment  and  Software  which may be used outside of
         and/or not in connection with the Nationwide Network) at the same price
         and  other  terms  and  conditions  of  this  Contract,  provided  that
         Additional  Affiliates  will  not be  entitled  to only the  rights  or
         remedies  under  Section  15 of this  Contract  or the  rights  of this
         Section 3,  subsections  2.11.1,  11.6 and 11.7 of this Contract (it is
         expressly  understood by the Vendor that the list of exclusions in this
         sub-clause  (i) is an exclusive list of those rights and remedies under
         this  Contract  that  are  not  applicable  to  Additional  Affiliates'
         Purchase  Orders  and that  all  other  terms  and  conditions  of this
         Contract shall apply to such Additional  Affiliates'  Purchase Orders);
         or (ii) enter into separate  agreements  with any Additional  Affiliate
         designated by the Owner (an "Additional  Affiliate  Agreement") for the
         supply of Products  and/or  Services as are then available to the Owner
         pursuant  to the terms of this  Contract  in which case 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 and Services offered to the
         Owner  under  this  Contract  solely  for  use  within  the  Nationwide
         Network."

               (c)  Subsection  3.4 is  hereby  amended  by  deleting  it in its
entirety and replacing it with the following subsection 3.4:

                  "3.4  Affiliate   Rights  and   Obligations.   Notwithstanding
         anything  contained  herein  to the  contrary,  Affiliates  will not be
         deemed third party beneficiaries to this Contract or otherwise have any
         rights hereunder. Only the Owner may designate a Person as an Affiliate
         in accordance with the terms of this Section 3 and (except with respect
         to specific Affiliate Purchase Orders or Additional Affiliate Agreement
         made or entered into by an Affiliate pursuant to and in accordance with
         the terms of this  Section  3) only the Owner has the right  and/or the
         ability to  enforce  any  rights  hereunder  against  the  Vendor.  All
         Affiliate  Purchase Orders shall be made and fulfilled  pursuant to and
         in accordance  with the terms of this  Contract.  ONLY THE AFFILIATE OF
         THE OWNER

<PAGE>


                  ISSUING A SPECIFIC  PURCHASE ORDER OR ENTERING INTO A SEPARATE
         CONTRACT FOR THE SUPPLY OF PRODUCTS AND  SERVICES  UNDER THIS  CONTRACT
         WILL  INCUR ANY  OBLIGATION  OR  LIABILITY  TO THE VENDOR FOR ANY CLAIM
         WHICH MAY ARISE FROM OR RELATE TO THAT PURCHASE  ORDER OR CONTRACT,  AS
         THE CASE MAY BE."

         5.    Amendments to Section 6.

               (a)  Subsection  6.1 is  hereby  amended  by  deleting  it in its
entirety (other than the one time credit  provisions set forth in the second and
third  sentences  of  such  subsection)  and  replacing  it with  the  following
subsection 6.1:

                  "6.1 Prices.  The prices for the Initial Products and Services
         to be provided pursuant to this Contract are as set forth on Schedule 2
         and Schedule 3, subject to the price variation  provisions contained on
         Schedule 2. The prices for the  Additional  Products and Services to be
         provided  pursuant to this Contract are as set forth on Schedule 2A and
         Schedule  3A,  subject  to the  price  variation  provisions  contained
         therein.  Unless otherwise  expressly agreed by the Parties in writing,
         in no event  will the Vendor  invoice  the Owner nor will the Owner (or
         its Affiliates) be required to pay any price for any Product or Service
         which is higher than the price or prices for such Products and Services
         as set forth in  Schedules  2, 2A, 3 or 3A, as the case may be.  Prices
         for the Work not set forth therein,  if not otherwise set forth in this
         Contract, will be no greater than the Vendor's best List Prices then in
         effect and/or  offered to any other Customer at the time of ordering by
         the Owner and at discounts  otherwise provided to the Owner pursuant to
         the  terms of this  Contract.  Prices  for all  Products  set  forth on
         Schedule  2A include  the  delivery  by the Vendor to the FOB  Point(s)
         and/or the Designated Switch Sites, as the case may be."

               (b) Subsection 6.3 is hereby amended by deleting subsection 6.3.1
in its  entirety and  replacing  it with the  following  subsection  6.3.1,  and
further amended by deleting  subsections 6.3.2,  6.3.3, 6.3.4 and 6.3.5 in their
entirety  (provided that for SCP/HLR  Products,  AS Products,  OTAF Products and
Actiview Products that otherwise constitute Initial Products,  the payment terms
with respect to such  Products as set forth in such  subsections  6.3.2,  6.3.3,
6.3.4 and 6.3.5, respectively, shall remain in full force and effect):

                  "6.3.1 Additional  Products and Services.  (a) Notwithstanding
         anything contained in this subsection 6.3 to the contrary, invoices for
         Additional  Products  and  Services  may be submitted to the Owner only
         after  shipment  of an  Additional  Product  or  upon  completion  of a
         performance  of an  Additional  Service.  With  respect  to  Additional
         Products  and  Services  only,  the Owner agrees to pay to the Vendor a
         late charge for undisputed  amounts  actually due and not paid when due
         in accordance  with the terms of this Contract (a "Late  Amount") equal
         to the  lesser of one  percent  (1%) per month,  pro rata,  of the Late
         Amount,  or the maximum amount  permitted by Applicable  Law;  provided
         that any such late payment penalties will not accrue until amounts owed
         by the

<PAGE>


                  Owner to the Vendor are actually late and outstanding and will
         stop accruing immediately upon the Owner's payment of such Late Amount.

                  (b)  Notwithstanding  anything  contained in subsection 6.3 to
         the contrary,  invoices for  Additional  Products  ordered by the Owner
         pursuant  to the terms of this  Contract  are  payable  in full  within
         thirty  (30)  days  after  the  later of  delivery  of such  Additional
         Products to the appropriate FOB Point or Designated Switch Site, as the
         case may be (pursuant to the terms of the  applicable  Purchase  Order)
         and receipt of the applicable invoice by the Owner;  provided that with
         respect  to  Optional  Features  Software  Releases  and  WIN  Software
         Releases, invoices for any such releases are payable within thirty (30)
         days after Owner acceptance of any such releases pursuant to subsection
         12.3.1.  Notwithstanding  anything  contained  herein to the  contrary,
         payment for Optional  Features  Software  Release 7 will not be due and
         payable  until the later of thirty  (30) days  after  Owner  acceptance
         pursuant to subsection 12.3.1 and January 15, 1999.

                  (c) Notwithstanding  anything contained in this subsection 6.3
         to the contrary,  the Owner will only be obligated to make payments for
         Additional  Service(s)  rendered by the Vendor pursuant to the terms of
         this  Contract  within  thirty  (30)  days of  completion  of any  such
         Additional  Service(s)  pursuant to and in accordance with the terms of
         this Contract."

         6.    Amendments to Section 7.

               Section 7 is hereby  amended by adding the following  subsections
7.4, 7.5, 7.6, 7.7, 7.8 and 7.9 immediately after subsection 7.3:

          "7.4  Additional  Products  and  Services  Commitment.  Subject to and
          conditioned upon the delivery by the Vendor of Additional  Products in
          accordance with the relevant Specifications,  the Owner, together with
          any of its  Affiliates,  will order from and after  January 1, 1998 in
          aggregate at least three thousand two hundred fifty (3,250) Additional
          Products (consisting of any mix of any models of any BTSs  and/or  any
          models of any Growth  Cabinets,  as the Owner (or any such  Affiliate,
          as the case may be) shall,  in its sole and  absolute  discretion, see
          fit)  (the  "Additional  Product Commitment")  by a date no later than
          January 1, 2001;  provided  that the Owner,  together with any of  its
          Affiliates, will order from and after January 1, 1998 a minimum of one
          thousand two hundred fifty (1,250)BTSs as part of its  fulfillment  of
          the total Additional  Product  Commitment.  With respect to Additional
          Products  ordered by the Owner and/or any of its Affiliates as part of
          the Additional Product Commitment, the Owner, together with any of its
          Affiliates,  will order the packaged BTS Optional  Additional Services
          for at least seven hundred fifty (750) BTS Additional Products as part
          of the Additional Product Commitment. Any and all Additional  Products
          and  Services ordered on or after  January 1, 1998 by the Owner and/or
          any Affiliate shall be aggregated for the purposes of determining what
          portion  of  the Additional  Product  Commitment  has  been  fulfilled
          pursuant to the terms of this subsection 7.4.



<PAGE>


                  7.5 Forecasts of Additional  Products and Services.  On May 1,
         1998 and on the first of each month thereafter throughout the Term, the
         Owner will  deliver  to the Vendor  written  forecasts  (a  "Forecast")
         specifying its best estimate of the quantity of each type of Additional
         Products  and  Services  that the Owner and its  Affiliates  expects to
         purchase  on a month to month  basis  during  the  twelve  (12)  months
         following  the  date  of  such  Forecast  (a  "Forecast  Period").  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
         10 will at all times be deemed a form acceptable to both Parties.

                  7.6 Purchase Orders. (a) In order to be effective,  all orders
         by the Owner for  Additional  Products and Services will be made by the
         Owner via Purchase Orders pursuant to the process  described in Exhibit
         K, which such  Exhibit K may be amended from time to time by the mutual
         agreement of the Parties  (provided that fully  executed  Change Orders
         approved by the Owner prior to May 8, 1998 will remain valid); provided
         that  with  respect  to  BTS(s),  Growth  Cabinets  and all  associated
         Equipment  and Software the Vendor's  delivery to the FOB Point will be
         no more than  seventy  five (75) days after the date of receipt of such
         Purchase  Order,  unless the  Purchase  Order as submitted by the Owner
         specifies a longer period.  Purchase Orders for MSC(s) will specify the
         type and  quantity  of  MSC(s)  to be  delivered  by the  Vendor to the
         Designated  Switch  Site(s)  and  will be  accompanied  by an  Approved
         CIQ(s); provided that,  notwithstanding the Vendor's failure to accept,
         approve or return the  applicable  CIQ, the  Vendor's  delivery to such
         Designated  Switch  Sites will be no more than one  hundred  five (105)
         days from the date of receipt of the applicable Purchase Order for such
         MSC(s).  Each Purchase  Order will be submitted to the Vendor at Lucent
         Technologies Inc., Attention:  David Widergren,  22 Tech Parkway, Suite
         200,  Norcross,  Georgia 30092;  Telephone:  (770) 613-8060;  Telecopy:
         (770) 613-8068,  or any other designated  location of the Vendor in the
         continental  United  States  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 Purchase  Orders.
         Failure of the Vendor to acknowledge to the Owner in writing receipt of
         any Purchase  Order shall be deemed to render any such  Purchase  Order
         acknowledged.  To the extent that the Vendor is actually aware that any
         Purchase  Order  in  any  way   contradicts  or  is  not  otherwise  in
         conformance  with the  terms of this  Contract,  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 Purchase Order ignoring any
         such  non-conformity  unless the  Owner,  after  notification  from the
         Vendor,  will have expressly  refused to accept the fulfillment of such
         Purchase Order with any such correcting modification.

                  (b) Except with  respect to the first  Forecast  (and the next
         succeeding Forecast  immediately  following the first Forecast),  in no
         event will the Vendor be required to

<PAGE>


                  accept an amount in any  given  month of a  Forecast  which is
         greater than one hundred  -fifty  percent  (150%) of the average amount
         forecasted by the Owner for the three months immediately  preceding the
         subject month.

                  (c) 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.

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

                  7.7 Cancellation of Additional  Products and Services.  During
         the Term, the Owner will have the right, but not the obligation, at any
         time to cancel,  in whole or in part,  any  Purchase  Order  respecting
         Additional  Products  and Services  made  pursuant to the terms of this
         Contract upon advance  written notice to the Vendor.  In the event of a
         cancellation  permitted  hereunder,  the Owner  will pay to the  Vendor
         order  cancellation  charges in accordance  with,  and pursuant to, the
         terms of Schedule 11A.

                  7.8  Delivery  of  Additional  Products.   All  deliveries  of
         Additional Products will be made to the FOB Point and/or the Designated
         Switch Site, as the case may be, at the Vendor's sole cost and expense.
         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
         Additional 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.

                  7.9  Purchase  Order  Deferral.  The Owner may defer  (without
         payment or penalty of any kind whatsoever) upon written notice provided
         to the Vendor at least  thirty  (30) days prior to the actual  shipment
         therefor,  all of or any portion of any then outstanding Purchase Order
         (on a one time basis only with  respect to each  Purchase  Order) for a
         period not less than  thirty  (30) days and not in excess of sixty (60)
         days beyond the date originally  scheduled for the delivery  thereof by
         the Vendor; provided that in no event will

<PAGE>


                  the Owner be entitled hereunder to defer shipment of more than
         fifty (50) BTSs and/or Growth Cabinets,  as the case may be, at any one
         time.

         7.    Amendments to Section 8.

               Subsection  8.1 is hereby  amended  by  making  it 8.1(a)  and by
adding the following as 8.1(b) immediately thereafter:

                  "(b) The  Vendor  will  Install  and  Integrate  those BTS and
         Growth  Cabinet  Additional  Products  for  which  Optional  Additional
         Services  are  ordered by the Owner,  pursuant to the  requirements  of
         Exhibit  B4. The Owner will be  responsible  for the  Installation  and
         Integration of all other BTS and Growth Cabinet Additional Products for
         which such Optional  Additional  Services are not ordered by the Owner.
         The  Vendor  will  be  responsible   for  and  will  perform  the  full
         Installation  and Integration of MSC Additional  Products in accordance
         with Exhibit B4."

         8.     Amendments to Section 9.

               (a)  Subsection  9.1 is hereby  amended  by making it  subsection
9.1(a) and adding the following subsection 9.1(b) immediately thereafter:

                  "(b)  Notwithstanding  anything contained in subsection 9.1(a)
         above  to the  contrary,  the  Vendor  must  carry  out the  Additional
         Services  Acceptance  Tests on  Additional  Products  and  Services  as
         specified in the Testing Exhibits."

               (b)  Subsection  9.2 is  hereby  amended  by  deleting  it in its
entirety and replacing it with the following subsection 9.2:

                  "9.2 Costs and Expenses.  The costs and expenses of Acceptance
         Tests will be borne by the Vendor, and the Owner will not be charged or
         invoiced for such costs and expenses. If the Acceptance Tests performed
         by the  Vendor  on  each  Product  and  Service  are not  satisfied  in
         accordance  with the  relevant  requirements  of Exhibit B3,  Exhibit F
         and/or  the  Testing  Exhibits,  as the case may be,  or are  otherwise
         inconclusive  in the reasonable  judgment of the Owner,  the Owner will
         have the right to order further  Acceptance  Tests at the sole cost and
         expense of the Vendor."

         9.     Amendments to Section 12.

               (a)  Subsection  12.1 is hereby  amended by making it  subsection
12.1(a) and adding the following subsection 12.1(b) immediately after subsection
12.1(a):

               "(b) Notwithstanding  anything contained in subsection 12.1(a) to
               the contrary, the Vendor understands and agrees that the Software
               release  management  requirements  set  forth  in  Exhibit  J are
               material  to the  operation  of  the  System  and to the  Owner's
               business. The Vendor will provide all Software Upgrades, Software
               Enhancements and

<PAGE>


                  Software  Combined Releases pursuant to and in accordance with
         the  requirements set forth in Exhibits C, C1 and J. Without in any way
         limiting the foregoing, Software Upgrades must be provided to the Owner
         by the  Vendor at no charge  (other  than the  Owner's  payment  of the
         Annual Release  Maintenance Fees pursuant to subsection 12.1(a)) to the
         Owner for the entire Term of this Contract.  In the event the Vendor at
         any time  issues a  Software  Combined  Release to such  Software,  the
         Software  Combined  Release will be provided at the prices for Software
         features  set forth on  Schedule  2A. The Vendor will at all times take
         all  reasonable  measures to ensure that the Products and Services will
         not introduce or release any virus or other software  contaminant  into
         any part of the Nationwide Network."

               (b)  Subsection  12.3 is hereby  amended  by  deleting  it in its
entirety and replacing it with the following subsections 12.3(a) and (b):

               "12.3 Software  Installation,  Testing and  Maintenance.  (a) The
               installation and testing of the Software  associated with Initial
               Products  by the Vendor and the  acceptance  thereof by the Owner
               will be  performed in  accordance  with the criteria set forth in
               Exhibit B3.

                  (b)  Subject to clause (c) below and  subsection  12.3.1,  the
         installation  and testing of the Software  associated  with  Additional
         Products by the Vendor and the acceptance  thereof by the Owner will be
         performed   in   accordance   with  the   criteria   of  the   relevant
         Specifications  including,  but not  limited to, the  requirements  set
         forth in Exhibits B3, B4, C, C1 and J.

                  (c) Notwithstanding anything contained herein to the contrary,
         the Optional  Features  Software Releases and the WIN Software Releases
         will, to the extent  applicable,  conform to the requirements set forth
         in  Exhibits C and C1. The  installation  and  testing of the  Optional
         Features  Software  Releases  and the  WIN  Software  Releases  will be
         performed by the Vendor in accordance with the  requirements  set forth
         in Exhibits C, C1 and J. Acceptance of each Optional  Features Software
         Release and each WIN  Software  Release by the Owner will be subject to
         the terms of subsection 12.3.1."

               (c) Section 12 is hereby further  amended by adding the following
subsection 12.3.1 immediately after subsection 12.3:

                  "12.3.1 Optional  Features  Software Releases and WIN Software
         Releases Acceptance. (a) The Owner and the Vendor agree that acceptance
         testing for each Optional Features Software Release and/or WIN Software
         Release,  as the  case may be,  will  commence  no later  than ten (10)
         Business  Days after the Vendor's  delivery of such  Optional  Features
         Software  Release or WIN Software  Release,  as the case may be, to the
         Owner's Test-bed Laboratory in accordance with Exhibit C and/or C1. The
         Vendor  will  install  all  such  Optional  Features  Releases  and WIN
         Software Releases into the Owner's Test-Bed Laboratory on the dates set
         forth in Exhibit C and/or C1 for each such Optional

<PAGE>


                  Features  Software  Release  and  WIN  Software  Release,   as
         applicable.   The  period  for  acceptance  testing  pursuant  to  this
         subsection  12.3.1  will run for no  longer  than the  thirty  (30) day
         period after commencement of acceptance testing.  The Owner will accept
         or reject each such Optional  Features Software Release or WIN Software
         Release,  as the case may be, within such thirty (30) day period unless
         the Parties mutually agree that the Optional  Features Software Release
         or WIN  Software  Release,  as the case may be, has met the  acceptance
         tests  prior  thereto.  If the  Owner  does not  provide  a  notice  of
         rejection,  then the  Optional  Features  Software  Release  or the WIN
         Software  Release,  as the case may be,  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
         any other obligations under the Contract. If prior to Owner acceptance,
         the Owner notifies the Vendor of a Defect or Deficiency in the Optional
         Features Software Release or the WIN Software Release,  as the case may
         be,  then  the  thirty  (30) day  acceptance  period  will be  extended
         day-for-day until the Vendor has corrected such Defect or Deficiency.

                  (b)  Minor   defects  and   deficiencies   not  affecting  the
         operational use of any part of such Optional  Features Software Release
         or WIN  Software  Release,  as the case may be,  shall not give rise to
         withholding  acceptance,  provided that the Vendor undertakes to remedy
         such defects and shortcomings as soon as reasonably possible."

               (d)  Subsection  12.4 is hereby  amended  by  deleting  it in its
entirety and replacing it with the following subsection 12.4:

                  "12.4 Software Fixes. In the event that any Software  Upgrade,
         Software  Enhancement  or  Software  Combined  Release  supplied by the
         Vendor  during the Term of this  Contract has the effect of  preventing
         the System and/or any PCS System and/or any PCS Sub-System, as the case
         may  be,  or  any  part  thereof  from  satisfying,  or  performing  in
         accordance with the Specifications, the System Standards and/or Exhibit
         F or otherwise  adversely  affects the functionality or features of the
         System,  any PCS System,  any PCS Sub-System or any part thereof,  then
         the Vendor will promptly  retrofit or take such other corrective action
         (including  the  Installation  of  any  additional  Equipment,  at  the
         Vendor's  sole cost and expense) as may be necessary to assure that the
         System,  any such PCS  System,  any  such  PCS  Sub-System  or any such
         affected  part  thereof,  as  modified  to include  each such  Software
         Upgrade,  Software  Enhancement  or  Software  Combined  Release,  will
         satisfy, and perform in accordance with, the Specifications, the System
         Standards and/or Exhibit F and restore all  pre-existing  functionality
         and  features,  in each case  without  any cost or expense to the Owner
         (other than payment of the applicable  Annual Release  Maintenance Fees
         pursuant  to the  terms  of this  Contract).  Notwithstanding  anything
         contained in this  subsection  12.4 to the contrary,  the Owner will be
         responsible  for  the  cost of any  additional  Equipment  required  to
         accommodate  additional  capacity,  memory or  processing  requirements
         necessitated by any new Software feature contained in any such Software
         Enhancement or Software Combined Release."



<PAGE>


         10.   Amendments to Section 13.

               Subsection 13.3 is hereby amended by making it subsection 13.3(a)
and adding the following subsection 13.3(b) thereafter:

                  "(b) Notwithstanding  anything contained in subsection 13.3(a)
         above,  the testing of the  Equipment  associated  with the  Additional
         Products by the Vendor and the acceptance  thereof by the Owner must be
         performed in  accordance  with  Exhibit B4,  Exhibit D and the relevant
         Specifications."

         11.   Amendments to Section 15.

          Section 15 is hereby amended by adding the following  subsection 15.11
         immediately after subsection 15.10:

          "15.11  Additional  Products  and Services  Delay.  (a) Failure of the
          Vendor to deliver the Additional  Products subject to a Purchase Order
          on or before the date scheduled therefor pursuant to the terms of this
          Contract and/or the relevant  Purchase Order will result in the Vendor
          owing  the Owner an amount  in  purchase  credits  equal to [ ] of the
          value of the delayed  portion of any such  Purchase  Order  divided by
          thirty (30) days per day commencing on the date  originally  scheduled
          for such delivery and  continuing for a period of thirty (30) days for
          a maximum  amount of [ ] of the  value of such  late  Purchase  Order.
          Notwithstanding  anything herein to the contrary, on the thirtieth day
          after the original  date  scheduled  for the delivery of any such late
          portion of any such Purchase Order, the Owner will be entitled, in its
          sole and absolute  discretion,  to cancel any such late portion of any
          Purchase  Order  without  payment or penalty of any kind. If the Owner
          chooses not to so cancel such late portion of such Purchase Order, the
          Vendor  will,  at  its  sole  cost  and  expense,  ship  the  affected
          Additional  Products to the Owner's designated location by same day or
          overnight   shipping  or  by  any  other  expedited  means  reasonably
          acceptable to the Owner.

                  (b) Failure of the Vendor to properly  and  timely  Commission
          the Additional Products subject to a Purchase Order  pursuant  to the
          requirements  of Exhibit B4 will result in the Vendor being  obligated
          to pay in purchase  credits to the Owner an amount equal to [ ] of the
          value of the late  Commissioning  divided by thirty  (30) days per day
          for a period  not in  excess of thirty  (30) days for  failure  of the
          Vendor to complete such Commissioning on the date originally scheduled
          therefor.  Notwithstanding  the above,  in no event will the Vendor be
          obligated to incur late fees under this subsection  15.11(b)) for late
          Commissioning  with respect to Purchase Orders that have been deferred
          by the Owner pursuant to the terms of subsection 7.9.

                  (c) Failure of the Vendor to properly and timely Optimize  the
          Additional  Products  subject  to a  Purchase  Order  pursuant  to the
          requirements  of Exhibit B5 will result in the Vendor being  obligated
          to pay in purchase  credits to the Owner an amount equal to [ ] of the
          value of the late Optimization divided by thirty (30)

<PAGE>


                  days per day for a period  not in excess  of thirty  (30) days
         for failure of the Vendor to  complete  such  Optimization  on the date
         originally  scheduled therefor.  Notwithstanding the above, in no event
         will the Vendor be  obligated  to pay late fees  under this  subsection
         15.11(c) with respect to Purchase Orders that have been deferred by the
         Owner pursuant to the terms of subsection 7.9.

                  (d) Except as  otherwise  provided in this  subsection  15.11,
         late fees payable under or pursuant to subsection 15.11 will be accrued
         during the applicable cure periods, if any, and offset against payments
         otherwise due to the Vendor. The Vendor will not be liable for any late
         fees pursuant to this Section 15 for a Vendor delay caused directly and
         solely by (i) a Force Majeure event  pursuant to Section 16 or (ii) the
         direct  and  explicit  act  or  omission  of  the  Owner,  its  agents,
         subcontractors or any other vendor."

         12.   Amendments to Section 17.

               (a)  Subsections  17.1(a) and (b) are hereby  amended by deleting
them in their entirety and replacing them with the following subsection 17.1:

                  "17.1 Product Warranty. The Vendor warrants that, for a period
         which is the greater of (i) two (2) years from and after  September  1,
         1998 and (ii) two (2) years from and after the date of delivery of such
         Products to the applicable FOB Point or the Designated  Switch Site, as
         the case may be (the "Product Warranty  Period"),  all Products and the
         Installation  and  Integration  thereof  within  such PCS System or PCS
         Sub-System,  as the  case  may be,  will  materially  conform  with and
         perform the functions set forth in the relevant  Specifications and the
         relevant performance criteria set forth in Exhibits C, C1 and D, to the
         extent  applicable,  and will be free from Defects and  Deficiencies in
         material or  workmanship  which impair service to  subscribers,  system
         performance, billing, administration and/or maintenance. In the case of
         Software,  the Product Warranty Period  applicable to any such Software
         will be automatically extended for an additional one (1) year upon, and
         simultaneous  with,  any  Software  Upgrade  pursuant  to the  terms of
         Section  12.  The  Vendor  will  assign to the  Owner  all  outstanding
         Subcontractor  warranties  attributable to  Non-Essential  Equipment at
         such time that the Vendor's  warranty on such  Non-Essential  Equipment
         pursuant to this subsection 17.1 expires  pursuant to and in accordance
         with  the  Product   Warranty   Period   applicable  to  such  Item  of
         Non-Essential  Equipment. The Warranty Period for a PCS Product or part
         thereof  repaired  or  provided  as a  replacement  under this  Product
         warranty  is six (6) months or the  unexpired  term of the new  Product
         Warranty  Period  applicable to the repaired or replaced PCS Product or
         part, whichever is longer."

               (b)  Subsection  17.2 is hereby  amended  by  deleting  it in its
entirety and replacing it with the following subsection 17.2:

                  "17.2  Services  Warranty (a) The Vendor  warrants that, for a
         period of two (2) years  commencing on the date of the Final Acceptance
         of the applicable PCS System or

<PAGE>


                  PCS Sub-System,  as the case may be (the "RF Services Warranty
         Period"),  the  Final  Site  Count  within  and  the  Final  RF  Design
         applicable  to such PCS System or PCS  Sub-System,  as the case may be,
         will be accurate based upon the environmental circumstances in such PCS
         System or PCS  Sub-System,  as the case may be, as they  existed at the
         time of the Final  Acceptance of such PCS System or PCS Sub-System,  as
         the case may be,  provided that the  projections of subscriber  growth,
         traffic and other predictive data,  including all applicable  standards
         as  identified in Exhibits B1, D and H, upon which the Final Site Count
         and Final RF  Design  have been  determined,  have not been  materially
         exceeded or the  applicable  and relevant  industry  standards have not
         materially  changed;  and provided further that in no event will the RF
         Engineering  warranty  pursuant  to this  subsection  17.2(a)  cover or
         warrant items or performance otherwise covered or warranted pursuant to
         subsection 17.3 below.

                  (b) The  Vendor  warrants  that,  for a  period  which  is the
         greater of (i) two (2) years from and after  September 1, 1998 and (ii)
         two (2) years from and after the Specification  compliant completion of
         any such Facilities  Preparation Services (the "Facilities  Preparation
         Services  Warranty  Period"  and  collectively  with  the  RF  Services
         Warranty Period and all other Service warranty  periods,  the "Services
         Warranty Periods"),  such Facilities  Preparation  Services will be (A)
         operational  in  accordance  with the relevant  Specifications,  (B) in
         compliance with all material  Applicable  Laws and material  Applicable
         Permits  in effect  at the time of the  completion  of such  Facilities
         Preparation Services in such PCS System or PCS Sub-System,  as the case
         may be, and (C) free from Defects or Deficiencies.

                  (c) Notwithstanding anything contained herein to the contrary,
         the Vendor  warrants that, for a period which is the greater of (i) two
         (2) years from and after  September 1, 1998 and (ii) two (2) years from
         and after the  completion of each other Service  provided by the Vendor
         hereunder,  such Service will be (A) operational in accordance with the
         relevant Specifications, (B) in compliance with all material Applicable
         Laws and  material  Applicable  Permits  in  effect  at the time of the
         completion  of such  Additional  Service  in  such  PCS  System  or PCS
         Sub-System,  as  the  case  may  be,  and  (C)  free  from  Defects  or
         Deficiencies."

               (c)  Subsection  17.3 is hereby  amended  by  deleting  it in its
entirety and replacing it with the following subsection 17.3:

                  "17.3 System Warranty.  The Vendor warrants that, for a period
         ending three (3) years from the Final Acceptance of the last PCS System
         within the Initial System (the "System Warranty  Period"),  the ongoing
         performance  of each PCS System and PCS  Sub-System  together  with all
         other PCS Systems and PCS  Sub-Systems  within the System will  conform
         with and perform to the performance  criteria set forth in Exhibit F as
         of the date of the Final  Acceptance  of such PCS  System  based on the
         circumstances within such PCS System on such date;  provided,  however,
         that  any  apparent  breach  of the  Vendor's  obligations  under  this
         subsection 17.3 which the Vendor demonstrates conclusively is due

<PAGE>


                  to  the  Installation,   Integration,   Commissioning   and/or
         Optimization of Additional Products by someone other than the Vendor or
         any  Subcontractors  shall be deemed not to be a breach of the Vendor's
         obligations hereunder.  The System warranty pursuant to this subsection
         17.3 will be limited to the extent that the  projections  of subscriber
         growth,  traffic and other  predictive  data,  including all applicable
         standards as  identified  in Exhibits B1, D and H, upon which the Final
         Site  Count  and Final RF Design  have been  determined,  have not been
         materially  exceeded or the applicable and relevant industry  standards
         have not materially changed."

               (d)  Subsection  17.5 is hereby  amended by  changing  subsection
17.5(c)  to  subsection   17.5(c)(i)   and  adding  the   following   subsection
17.5(c)(ii):

                  "(ii) In the event of a breach of the warranties in Section 17
         respecting   Additional,   Products   which  will  be  cured  with  the
         installation of other or further Additional  Products,  the Vendor will
         provide such Additional Products, together with related transportation,
         Installation,  Integration, Commissioning and Optimization Services, as
         are reasonably required to remedy the shortfall,  at no cost or expense
         to the Owner."

               (e)   Subsection   17.7.4  is  amended  by   deleting   the  word
"Interoperability"  in the third line of such  subsection  and replacing it with
the word "interoperability."

               (f)  Section  17  is  hereby  amended  by  adding  the  following
subsection 17.11  immediately after the current  subsection 17.12,  re-numbering
the existing subsection 17.11 as subsection "17.12":

                  "17.11 Year 2000 Compliance  Warranty.  (a) Until the later of
         December  31,  2002 or  three  (3)  years  after  the  delivery  of any
         applicable  Product,  the  Vendor  represents  and  warrants  that  any
         Products  delivered by the Vendor to the Owner under this  Contract are
         designed to be used prior to, during,  and after the calendar year 2000
         A.D.,  and that such Products will operate during each such time period
         without any material performance  affecting error relating to date data
         and   date-dependent   data,   specifically   including   any  material
         performance  affecting  error relating to, or the product of, date data
         which  represents  or references  different  centuries or more than one
         century. Notwithstanding anything contained herein to the contrary, the
         extension of the applicable  Software  warranties pursuant to the terms
         of  subsection   17.1  will  also  extend  the  term  of  the  Vendor's
         obligations  under  this  subsection  17.11  with  respect  to any such
         Software,  as to which any such subsection 17.1 Software warranty is so
         extended.

                  (b) Without  limiting  the  generality  of the  foregoing  the
         Vendor further represents and warrants:

                        (i) That each Product will not abnormally end or provide
        invalid or incorrect results which have a material performance-affecting
        impact as a result of date data,specifically including date data which

<PAGE>


         represents or references different centuries or more than one century;

                        (ii) That each Product has been  designed to ensure date
         data century  recognition,  calculations which accommodate same century
         and  multi-century  formulas and date values,  and date data  interface
         values that reflect the century; and

                        (iii)   That   each   Product    includes   "Year   2000
         Capabilities."   For  the  purposes  of  this   Contract,   "Year  2000
         Capabilities" means each Product manages and manipulates data involving
         dates,  including single century formulas and  multi-century  formulas,
         and will not cause an abnormally ending scenario within the application
         or generate material performance-affecting  incorrect values or invalid
         results involving such dates.

                  (c) At the Owner's  request and upon  reasonable  notice,  the
         Vendor  will  provide  written   evidence   reasonably   sufficient  to
         demonstrate adequate testing and conversion of each Product to meet the
         foregoing requirements."

         13.   Amendments to Section 22.

               (a)  Subsection  22.1 is hereby  amended  by  deleting  it in its
entirety and replacing it with the following subsection 22.1:

                  "22.1 Title.  Free and clear title to each Product (other than
         licensed Software hereunder,  which will be deemed licensed pursuant to
         the terms of this Contract upon  delivery)  will pass to the Owner upon
         delivery  thereof by the Vendor to the System Element Location to which
         each such Item belongs or, with respect to Additional Products,  to the
         designated  FOB Point to which the  delivery of each such Item has been
         designated,  as the case may be; provided that with respect to MSCs and
         associated Equipment and Software free and clear title to each such MSC
         and Item of  associated  Equipment and Software will only pass from the
         Vendor to the Owner upon delivery to the applicable  Designated  Switch
         Site.  Prior to  acquiring  title to the  Products,  the Owner will not
         cause or permit any such Products to be sold,  leased or subjected to a
         lien or other encumbrance."

               (b)  Subsection  22.2 is hereby  amended  by  deleting  it in its
entirety and replacing it with the following subsection 22.2:

                  "22.2  Risk of  Loss.  Risk of  loss of any  Initial  Products
         furnished to the Owner in connection  with this Contract will pass from
         the Vendor to the Owner upon the completion of the  installation by the
         Vendor of any PCS Product or at the completion of  installation  of any
         other Product each at the  appropriate  System Element  Location within
         the given PCS System and/or PCS Sub-System; provided, however, that the
         Owner will  assume the risk of loss prior to such  installation  by the
         Vendor  for  any  such  Initial  Products  damaged  due  to  the  gross
         negligence  or willful  misconduct  of the  Owner.  Risk of loss of any
         Additional Products furnished to the Owner in connection with this

<PAGE>


                  Contract  will  pass from the  Vendor  to the  Owner  upon the
         delivery to the designated FOB Point or Designated  Switch Site, as the
         case may be.  Until such time as risk  passes to the Owner,  the Vendor
         will,  at its sole cost and  expense,  remedy,  repair and  replace all
         physical damage, loss or injury to such property."

         14.   Amendments to Section 26.

               Subsection  26.1 is hereby amended by deleting it in its entirety
and replacing it with the following  subsection 26.1 (provided that with respect
to any MFC Certificates provided or to be provided to the Owner on or before the
effective date of this  Amendment,  any such MFC  Certificates  and the Vendor's
obligations in respect  thereof will be governed by the terms of such subsection
26.1 as they existed immediately prior to the effective date of this Amendment):

                  "26.1 Most Favored Customer.  (a) The Owner will be deemed one
         of the Vendor's most  important  and favored  Customers and will always
         receive   priority  in  terms  of  availability  and  quantity  of  MFC
         Deliverables  no less  favorable  than any other Customer of the Vendor
         and in any event always in accordance  with the terms of this Contract.
         Subject to subsections  26(b) and (c) below, the Vendor guarantees that
         at any time  during  the Term,  the Owner will  receive  Net Prices (as
         determined  pursuant  to  Schedules  2,  2A, 3 and 3A and  taking  into
         account any price  incentives,  discounts and any purchase credits over
         the Term of the  Contract)  for MFC  Deliverables  that are equal to or
         better than those charged to any other of the Vendor's Customers (other
         than Affiliates) for the use of same or similar deliverables within the
         United States who are involved in transactions  and/or  arrangements of
         similar or lesser volumes (for the purposes hereof,  the Owner's volume
         will  always  be  deemed  to be at  least  the  level  of  the  Initial
         Commitment  plus the Additional  Product  Commitment  hereunder and any
         more PCS Products,  Services  and/or  Engineering  ordered at such time
         during  the  Term of this  Contract).  Equipment  Enhancements  must be
         provided to the Owner by the Vendor, if requested by the Owner, and the
         Owner is  obligated  to make  payment  therefor in an amount that is no
         higher than that  payable by any Customer  other than the Owner,  which
         amount of payment will be adjusted as set forth in subsections 7.2, 8.4
         and this Section 26.1.

                  (b) The Vendor will not be deemed to be in  violation  of this
         Section 26 in the event that the Vendor  grants a price  concession  to
         any Customer for a specific MFC Deliverable  specifically in connection
         with the resolution of a specific  contractual dispute or threatened or
         actual  litigation  with such Customer which results in a Net Price for
         that MFC  Deliverable  lower than the Net Price  provided to the Owner.
         The Vendor will also not be deemed to be in  violation  of this Section
         26 in connection with (i) Vendor sales of MFC  Deliverables to a United
         States  government  entity  purchasing MFC  Deliverables for government
         use, (ii) Vendor sales of used and/or refurbished MFC Deliverables,  or
         (iii) Vendor sales of MFC Deliverables  that are subject to a notice of
         discontinued  availability,  provided  that the  Owner  has been  given
         written notice and the opportunity to

<PAGE>


                  purchase a  reasonable  allocation  of such  discontinued  MFC
         Deliverables  at a Net Price less than or equal to such  Customer's Net
         Price for such MFC Deliverables.

                  (c) For the purposes of  determining  the Vendor's  prices for
         MSC(s) sold to Customer(s) the pricing of BTSs and/or Growth  Cabinets,
         if any,  sold to such  Customer(s)  under the same  contract  with such
         MSC(s) may be  referenced  in  determining  the actual  pricing of such
         MSC(s).  The following  example shall  instruct the  application of the
         immediately  preceding  sentence:  If the Vendor is selling BTSs to the
         Owner at $100 per BTS and MSCs at $450 per MSC and the Vendor  proceeds
         to sell to a Customer 5 BTSs at $150 per BTS and 1 MSC at $300, then in
         determining  whether the Vendor has  violated  the terms of  subsection
         26.1(a), the $50 per BTS charged to the Customer in excess of the price
         charged to the Owner may be added to the price to the  Customer  of the
         MSC (i.e.,  $300 plus (5 x $50) = $550).  In such case the price deemed
         to have been actually  paid by the Customer  under this example is $100
         in excess of the Owner's MSC price and, therefore,  not in violation of
         the terms of subsection 26.1(a).

                  With  respect to BTS and Growth  Cabinets  sold under the same
         contract  to  any  other  Customer,  the  Vendor,  in  connection  with
         determining its compliance with subsection  26.1(a),  may reference the
         pricing of Growth  Cabinets  with respect to BTSs and BTSs with respect
         to Growth Cabinets  whenever the pricing of one such Product is used by
         the Vendor to  subsidize  and/or  reduce the  pricing of the other such
         Product.  The following  example shall instruct the  application of the
         immediately  preceding  sentence:  If the Vendor is selling BTSs to the
         Owner at $100 per BTS and Growth Cabinets at $50 per Growth Cabinet and
         the Vendor  proceeds to sell to a Customer 10 BTSs at $75 per BTS and 5
         Growth  Cabinets  at $100 per  Growth  Cabinet,  then,  in  determining
         whether the Vendor has violated the terms of  subsection  26.1(a),  the
         $50 per Growth  Cabinet  charged to the Customer in excess of the price
         charged to the Owner may be added to the price to the  Customer  of the
         BTSs  (i.e.,  ($75 x 10) plus ($100 x 5) = $1,250).  In such case,  the
         price  deemed to have been  actually  paid by the  Customer  under this
         example is equal to the Owner's BTS and Growth Cabinet combined pricing
         for the same quantity of BTSs and Growth Cabinets and,  therefore,  not
         in violation of the terms of subsection 26.1(a).

                  With  respect to BTSs and  Optional  Additional  Services  (or
         services  similar  thereto)  sold under the same  contract to any other
         Customer,  the Vendor,  in connection  with  determining its compliance
         with  subsection  26.1(a),  may  reference the pricing of such services
         with respect to BTSs  whenever the pricing of any such services is used
         by the Vendor to subsidize  and/or reduce the pricing of such BTSs. The
         following  example shall instruct the  application  of the  immediately
         preceding sentence:  If the Vendor is selling BTSs to the Owner at $100
         per BTS and Optional  Additional Services for such BTSs at $10 for such
         similar  services (on a per BTS basis) and the Vendor  proceeds to sell
         to a Customer 10 BTSs at $90 per BTS and  services for such BTSs at $20
         per each such BTS, then, in determining whether the Vendor has violated
         the terms of subsection  26.1(a),  the $10 per BTS services  charged to
         the Customer in excess of the price charged

<PAGE>


                  to the Owner may be added to the price to the  Customer of the
         BTSs  (i.e.,  ($90 x 10) plus ($20 x 10) = $1,100).  In such case,  the
         price  deemed to have been  actually  paid by the  Customer  under this
         example is equal to the Owner's BTS and  Optional  Additional  Services
         combined  pricing  for the  same  amount  of  BTSs  and  services  and,
         therefore, not in violation of the terms of subsection 26.1(a).

                  In  determining  whether the Vendor is in compliance  with the
         terms  of  this  Section  26  in  connection   with  the  sale  of  MFC
         Deliverables   to   Customers   which  have  granted  the  Vendor  firm
         contractual  commitments  as to the then  present and future  exclusive
         purchase  and use of the  Vendor's  PCS  CDMA  products  in all of such
         Customer's  PCS  markets,  the Vendor will be entitled for the purposes
         hereof to deem the Net Prices  charged to such Customer to be up to 10%
         higher than the Net Prices actually charged to such Customer.

                  (d) In the event that a Net Price  charged to any other of the
         Vendor's  Customers  for any MFC  Deliverable(s)  is lower than the Net
         Price previously charged to the Owner for such MFC Deliverable(s),  the
         Owner is  entitled  to receive the benefit of such lower Net Price with
         respect to any MFC  Deliverable(s)  invoiced to but not yet paid for by
         the  Owner  from and  after  the time  such  lower  Net Price was first
         provided  to such other  Customer.  In  addition,  such lower Net Price
         shall be applied to all subsequent purchases of such MFC Deliverable(s)
         by the  Owner  during  the  remainder  of the Term  (subject  to future
         reductions pursuant to this Section 26).

                  (e) All invoices for MFC  Deliverable(s)  to which a lower Net
         Price is applied  pursuant  to this  Section 26 will be reissued by the
         Vendor within thirty (30) days after notification is sent to the Owner.
         The reissued invoice must indicate the difference between the Net Price
         originally  invoiced to the Owner and the  reduced Net Price,  together
         with all applicable  sales or other tax reductions  attributable to the
         price  reduction.  The reduction in Net Price made in  accordance  with
         this Section 26 shall be reflected on all future invoices issued by the
         Vendor to the Owner  (subject  to future  reductions  pursuant  to this
         Section 26). If the Owner has paid  invoice(s)  that would otherwise be
         required to be reissued  hereunder,  then at the  Owner's  option,  the
         Vendor  will  credit the Owner's  account  with the  Vendor,  or make a
         payment  to the  Owner,  in  either  case  in an  amount  equal  to the
         aggregate  amount of the  difference  between the Net Price paid by the
         Owner for each affected MFC  Deliverable and the reduced Net Price paid
         or charged to such other Customer for each such MFC Deliverable.

                  (f) On an annual basis  throughout  the Term of this  Contract
         commencing  on January 1, 1998 the Vendor will be required to audit its
         offering of all MFC Deliverables provided to the then-existing ten (10)
         largest of its  Customers  (other than  Affiliates  and based on volume
         purchased  or to be  purchased)  in the  preceding  calendar  year  and
         deliver to the Owner a certification (the "MFC Certificate")  signed by
         an authorized officer or the Vendor certifying that this Section 26 has
         been adhered to and identifying  what, if any, Net Price(s)  charged to
         the Owner have been or should be decreased as a result of

<PAGE>


                   compliance with this Section 26. The MFC Certificate  will be
         provided  to the Owner  within  sixty (60) days after the close of each
         calendar  year.  If after  discussion  with the Vendor  concerning  the
         accuracy of the MFC Certificate the Owner reasonably believes that such
         MFC  Certificate  may in fact  not be  accurate,  the  Owner  shall  be
         entitled to have the Vendor's  compliance with this Section 26 verified
         by an Independent  Auditor  chosen by the Owner.  The costs of any such
         Independent  Auditor  will be borne by the Party whose  position,  upon
         final  determination  pursuant to the terms of this subsection 26.1(f),
         is not supported by such Independent  Auditor.  The Independent Auditor
         will be required to complete  its report  pursuant to the terms  hereof
         within  sixty  (60) days from the date of notice  from the Owner to the
         Independent   Auditor.  The  Owner  understands  and  agrees  that  the
         Independent  Auditor  will,  at the  Vendor's  request,  be  subject to
         reasonable  confidentiality  restrictions  with respect to the Vendor's
         product and service  pricing  information  and will only have access to
         such Vendor  product and service  pricing  information as is reasonably
         necessary for the Independent  Auditor to make a  determination  of the
         Vendor's  compliance  or  non-compliance  under  this  Section  26. Any
         information  received by the Independent  Auditor during any such audit
         will only be shared with the Owner to the extent  reasonably  necessary
         to verify or document the Independent Auditor's conclusions pursuant to
         any such audit.  Any findings of any such  Independent  Auditor will be
         subject to the arbitration and litigation provisions of subsection 23.2
         without first being subject to the prior management  dispute resolution
         provisions of subsection  23.1.  The Parties agree that the findings of
         any such Independent Auditor will be admissible as evidence in any such
         arbitration and/or litigation."

         15.   Amendments to Schedules.

               (a) The  Contract  is  hereby  amended  by  adding  the  attached
Schedule 2A after Schedule 2.

               (b) The  Contract  is  hereby  amended  by  adding  the  attached
Schedule 3A after Schedule 3.

               (c) The  Contract  is hereby  amended by  deleting  the  existing
Schedule 10 in its entirety and replacing it with the attached Schedule 10.

               (d) The  Contract  is  hereby  amended  by  adding  the  attached
Schedule 11A after Schedule 11 and incorporating such Schedule 11A with and into
Schedule 11 and further making it a part thereof.

               (e) The  Contract  is hereby  amended by  deleting  the  existing
Schedules  12A and 12B in their  entirety and  replacing  them with the attached
Schedules 12A, 12B, 12C and 12D, all of which collectively may be referred to as
Schedule 12.

               (f) The  Contract  is hereby  amended by  deleting  the  existing
Schedule 13 in its entirety and replacing it with the attached Schedule 13.



<PAGE>


         16.   Amendments to Exhibits.

               (a) The Contract is hereby amended by adding the attached Exhibit
B4 and Exhibit B5 after Exhibit B3.

               (b) The Contract is hereby amended by adding the attached Exhibit
C1 after Exhibit C and incorporating such Exhibit C1 with and into Exhibit C and
further making it a part thereof.

               (c) The  Contract  is hereby  amended by  deleting  the  existing
Exhibit D in its entirety and replacing it with the attached Exhibit D.

               (d) The  Contract  is hereby  amended by  deleting  the  existing
Exhibit G in its entirety and replacing it with the attached Exhibits G1, G2 and
G3.

               (e) The Contract is hereby amended by adding the attached Exhibit
J after Exhibit I.

               (f) The Contract is hereby amended by adding the attached Exhibit
K after Exhibit J.

         17.   Amendments to Appendices.

               (a) The  Contract  is  hereby  amended  by  adding  the  attached
Appendix B1 after Appendix B.

               (b) The  Contract  is hereby  amended by  deleting  the  existing
Appendices  F,  I, O and  T.  All  references  to the  pricing  of any  Products
previously  listed in Appendix  F, I, O or T will be  contained  exclusively  on
Schedule 2A or Schedule 3A, as the case may be.

               (c) The  Contract  is  hereby  amended  by  adding  the  attached
Appendix L1 after Appendix L.

         18.   Cross References.

               All references in the Contract to Section and subsection  numbers
will, to the extent  necessary,  be deemed  amended  accordingly  to reflect the
changes made by this Amendment.

         19.   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.



<PAGE>


         20.   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.

         21.   Descriptive Headings.

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

         22.   Counterparts.

               This  Amendment  may be executed by one or more of the Parties to
the  Contract  on  any  number  of  separate  counterparts,   and  all  of  said
counterparts  taken  together  shall be  deemed to  constitute  one and the same
instrument.

                                                     * * * * *


<PAGE>


IN WITNESS  WHEREOF,  the parties  hereto have caused this Amendment No. 2 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 D. Paglusch
                         Name:  Keith D. Paglusch
                         Title: Senior Vice President, Technical Services &
                                Network Operations




                      LUCENT TECHNOLOGIES INC.,
                      as the Vendor

                      By: /s/William K. Nelson
                          Name:  William K. Nelson
                          Title: Sprint PCS - Vice President




<PAGE>

                                                                     SCHEDULE 2A
                                                                  PRODUCT PRICES

Prices for Additional Products and Services throughout the Term will in no event
be higher than the prices set forth herein and or on Schedule 3A, as applicable.

The Vendor will  provide to the Owner a  $[      ]credit which can be used to
purchase the Vendor's CDMA BTSs,  MSCs or Services  associated with CDMA BTSs or
MSCs at any time during the Term of the Contract.

1)    Base Station Model

                                                             Discounted
     1.a.    Base  3 Sector Model - High Power                Price
              Includes:
                3 Sector Primary Cabinet - 16W                  $[
                3 - ECUs                                        $
                Initial Operating Software                      $
                      Total Discounted Price                    $
                      less  discount                            $
                       Net Base Model Price                     $         ]


              - Components  added to this base model will be priced according to
              the "Unit Price After All  Discounts"  column in Section 2 of this
              Schedule 2A.

     1.b    Additional Recommended Hardware & Power        Quantity       Price

                3 Sector - Full Duplexer Option -
                    ordered with Primary Cabinet.            1             $[
                CSU (Channel Service Unit)                   1             $
                CRTU (CDMA Radio Test Unit)                  1             $
                Compact - Cable Cover Assembly               1             $
                Low Gain GPS Antenna & Hardware Kit          1             $
                Indoor/Outdoor Mounting Hardware Kits
                    (One per cabinet)                        2             $
                Outdoor Weatherproof Kit                     1             $
                Antenna Jumper Cables                        6             $

                66EC - Outdoor Primary Power Cabinet
                     (with 8 batteries)                      1             $
                                                                     -
                             Total Additional Hardware                 $      ]

      1.c      Additional Services**

          Services Suite I (See Schedule 3A for individual  component  pricing.)

          Includes  Bolt-down,  Commissioning,   Integration,
           and Local Transportation of primary and power cabinets       1  $[


       Total of BTS Model with Recommended Hardware, Power and Services    $   ]

              ** Optimization Pricing not included (refer to Schedule 3A)

<PAGE>


      1.d      Base 2 Sector Model - High Power

                                                         Discounted
                                                         Price
      2 Sector Primary Cabinet - 16W                     $[
      2 - ECUs                                           $
      Initial Operating Software                         $
                             Total Discounted Price      $
                             less  discount              $
                             Net Base Model Price        $        ]

              -              Components  added to this base model will be priced
                             according  to the "Unit Price After All  Discounts"
                             column in Section 2 of this schedule 2A.



      1.e.   Base OMNI Model - High Power (Not Upgradable to Multi Sector)
                                                            Discounted
                                                            Price
       OMNI Primary Cabinet - 16W                            $[
       Initial Operating Software                            $
                              Total Discounted Price         $
                              less  discount                 $
                              Net Base Model Price           $        ]

              - Components  added to this base model will be priced according to
the "Unit Price After All Discounts" column in Section 2 of this schedule 2A.

                                                               Discounted
      1.f.      Base CATV Model - 3 Sector Simplex - A Band     Price

                                3 Sector Primary Cabinet        $[
                                3 - ECUs                        $
                                Initial Operating Software      $
                                    less  discount              $
                                    Net Base Model Price        $        ]

              - Components  added to this base model will be priced according to
the "Unit Price After All Discounts" in Section 2 of this schedule 2A.

              - CATV  Minicells  must be  forecasted  6 months in  advance of an
order being placed after July 1998.

              - CATV Minicells are only available for A band markets.

              - The price and delivery  interval for CATV  minicells  for B band
markets will be quoted as needed.

<PAGE>


                                                           Unit Price
                                                           After All
                                                           Discounts
                   3 Sector Primary - Outdoor 8W              $[
                   3 Sector - Full Duplexer Option -
                     ordered with Primary Cabinet.            $
                   2 Sector Primary 8W                        $
                   2 Sector - Full Duplexer Option -
                     ordered w/ Primary Cab.                  $

                   OMNI Primary - 8W                          $
                   OMNI - Full Duplexer Option -
                     Ordered w/ primary OMNI                  $      ]

                   Growth Cabinets used on all System Element Facilities ordered
                    prior to  January  1,  1998.  (Refer  to  Schedule  13 for a
                    listing of these System Element Facilities)
                      3 Sector - 2nd or 3rd Carrier Growth Cabinet - 16W  $[
                      6 Sector CATV Growth Cabinet (A Band Only)          $
                      2 Sector - 2nd or 3rd Carrier Growth Cabinet - 8W   $
                      2 Sector - 2nd or 3rd Carrier Growth Cabinet - 16W  $   ]

                   Growth Cabinets used on all System Element Facilities ordered
                   on or after  January 1, 1998.  (Sites not listed on  Schedule
                   13.)
                      3 Sector - 2nd or 3rd Carrier Growth Cabinet - 8W   $[
                      3 Sector - 2nd or 3rd Carrier Growth Cabinet - 16W  $
                      6 Sector CATV Growth Cabinet (A Band Only)          $
                      2 Sector - 2nd or 3rd Carrier Growth Cabinet - 8W   $
                      2 Sector - 2nd or 3rd Carrier Growth Cabinet - 16W  $    ]

                   Simplex Filter  (Price / sector when ordered with 3rd carrier
                     growth  cabinet.  $ Also  required  on 2nd  Carrier  growth
                     cabinet where primary is not full duplex.

                   3-Duplexer Filter Upgrade Kit            $[
                   6-Duplexer Filter Upgrade Kit            $

                   ECU (Expanded Channel Unit)              $
                   CSU (Channel Service Unit)               $
                   CRTU (CDMA Radio Test Unit)              $

                   IOS (Initial Operating System)
                     Software Fee                           $

                   High Power CTU Option - 3 Sector (16W)   $
                   High Power CTU Option - 2 Sector (16W)   $
                   High Power CTU Option - OMNI (16W)       $
                   High Power CTU Upgrade Kit -
                    3 Sector (8W to 16W)                    $
                   High Power CTU Upgrade Kit -
                    2 Sector (8W to 16W)                    $
                   High Power CTU Upgrade Kit -
                     OMNI (8W to 16W)                       $      ]

              All  additional BTS  components  will be discounted  forty percent
(40%) off of the Vendor's then current List Price.

                   Installation Hardware

                   Compact - Cable Cover Assembly           $[
                   Low Gain GPS Antenna & Hardware Kit      $
                   Indoor/Outdoor Anchoring Kit
                    (price per cabinet)                     $
                   Outdoor Weatherproof Kit                 $
                   Antenna Jumper Cable (6ft.)              $      ]

<PAGE>



3)  Power Equipment
                                                                      Discounted
    Outdoor Power Equipment                                              Price

          3.a. 66EC - Outdoor Primary Power Cabinet (one shelf,        $[
          6.8 hr. backup)Equipped for 2KW or (4)  rectifiers
          and 8 batteries  (not included in cabinet price) in a
          conditioned compartment for 6.8 hours holdover

                      NOTE:  For the Vendor Primary BTS Cabinet.

             -        Four (4) Rectifiers (MPWR-RECT)

             -        Eight (8) Batteries (MPWR-BATTIR125)

                                                       TOTAL PRICE             ]

    3.b.     60EC - Enhanced Cooled Battery Backup Cabinet

          Includes cabinet,  cabinet interconnection  hardware,        $[
          fusing, alarms, battery cabling, battery busbars, and
          heater pads.  (price does not include batteries)

    3.c.     66RPEC - Outdoor Primary Power Cabinet (Motorola BTS Sites)

          (One shelf,  2.9 hr. backup) wired for (8) batteries,
          (price does not incl. Batteries) LVD, rectifier shelf
          and  rectifier  to  charge batteries. Enhanced cooling

             -        Eight (8) Batteries

                                                       TOTAL PRICE     $     ]

    3.d.     Second Carrier Power Upgrade (8W) - For 60C & 66EC        $[
             -        Additional Rectifier Shelf (MPWR-SHLFAD)
             -        Power Upgrade for Growth Cabinet
             -        Two (2) Rectifiers (MPWR-RECT)

                                                       TOTAL PRICE     $     ]

    Indoor Power Equipment

     3.e. Indoor Primary Power Cabinet Equipped for 2KW, or            $[
     (4) rectifiers, and (4) Batteries in one rack with
     (6) 30 amp breakers.

     3.f. Indoor Primary Power Cabinet Equipped for 4KW, or
     (7) rectifiers, and (4) Batteries in one rack with
     (6) 30 amp breakers.

     3.g. Indoor Primary Power Cabinet Equipped for 6KW, or
     (10) rectifiers, and (4) Batteries in one rack with
     (6) 70 amp breakers.

     3.h. Indoor Primary Power Cabinet Equipped for 8KW, or
     (13) rectifiers, and (4) Batteries in one rack with
     (10) 30 amp breakers.


    Other Power Equipment

    3.i.    Spare +24 volt  plug-in rectifier (ZS2M/MN-RECT)

    3.j.    MPWR-BATTIR125 Battery to be used at Vendor Sites
                      One +12 volt  battery with intercell connectors

    3.l.    Replacement Battery String (Comcode 407155399) Containing
            (4) 12 volt 2IR125 Batteries  Does not include
            transportation, shipped 4 per pallet.                             ]

4)  Power Pricing Notes

     4.a. 66RPEC will be shipped from Omaha,  NE. Batteries for the 66 RPEC will
     be shipped from Dallas, TX

5)  Future Power Products for Base Stations

     5.a.  Future  power  products  manufactured  by Vendor  for  Vendor's  Base
     Stations will be discounted [ ]off of the Vendor's then current List Price,
     except batteries

     5.b.  Future  power  products  not  manufactured  by the Vendor,  including
     batteries,  for Vendor's  Base Stations will be discounted [ ] off Vendor's
     then current List Price .

6) MSC Complex Power

     6.a.  Power  products  manufactured  by Vendor for the Vendor's MSC complex
     will be discounted a minimum of [ ] off the then current List Price, except
     batteries.

     6.b. Power products  supplied by Vendor but  manufactured by third parties,
     including  batteries,  for the Vendor's  MSC complex  will be  discounted a
     minimum of [ ] off the then current List Price.




7)      Annual Software Release Maintenance Fees

     7.a. Annual Fees

          Base Station Release Maintenance Fees       $[     ](per Base Station)
          5ESS Wireless Switch  Release
            Maintenance Fees                          $[     ] (per 5ESS Switch)
          Access  Manager Maintenance Fees            $[     ] (per Access Mgr.)

     7.b. The annual fees include all new Software  Upgrades,  Enhancements  and
     Combined Releases including, but not limited to, the following;

          - MSC  infrastructure  improvements  including system  performance and
          operation.
          - Compatibility of existing features with the new release.
          - Addition of base features.
          - Platform for Optional Software Features.
          - MSC support for BTS software releases.
          - 24 hour and 7 day Technical Support.

     7.c. Owner (and its  Affiliates,  as the case may be) who have paid the per
     MSC Annual Release  Maintenance Fee in full will be eligible to receive all
     MSC Software  Upgrades,  Enhancements,  and Combined Releases which will be
     packaged on an ECP, DCS, 5ESS-2000 Switch DCS, OMP, or AutoPace basis.


     7.d.  Payment of this fee includes all the Office Data Assembly and all the
     translation work required.


     7.e. Annual Release Maintenance Fees will be invoiced in advance on January
     1, 1998, and in advance  annually  thereafter  for all equipment  delivered
     prior to January 1st of each succeeding year.



8)      Optional Features Software


     8.a. All Vendor CDMA  Optional  Features  made  available in Vendor's  CDMA
     Releases  7.0,  8.0 and 9.0 will be  licensed  to the Owner and the Owner's
     Affiliates, within the United States at the following prices:

                              Sprint PCS &
                              Affiliates (Other than     Sprint Com
        CDMA Release          Sprint Com) Price          Price
        ------------          -----------------            -----
            7.0                     $[                    $[
            8.0                     $                     $
            9.0                     $    ]                $     ]

        8.b.  CDMA  releases 1 through 6 will be  licensed  to the Owner and the
Owner's Affiliates throughout the Nationwide Network, in the United States at no
additional charge.

     8.c. This License does not include features  provided on only the following
     peripheral platforms and applications;  HLR, Actiview, TIMS, WIN, SCE, SCN,
     SCP, SMC.

     8.d. Base Station  Optional  Features on  non-Vendor  Base Stations will be
     discounted [ ] off the Vendor's then current List Price.

     8.e. Upon delivery of each CDMA release to the Owner's Test-bed Laboratory,
     Vendor will invoice 100% of the price of the release,  with payment thereof
     subject to subsection  12.3.1 and in any event payment for CDMA 7.0 will be
     deferred until January 15, 1999.


9)      MSC 5ESS Switch

     9.a. Administrative Module and Initial Communications Module

                                                             Price

                                            Equipment     $[
                                            Software      $

                                            Total         $     ]


     9.b. Communications Module Price

    First Capacity growth Module         $[

    All Additional growth Modules        $      ]             (per module)


     9.c.  Wireless Switch Modules Models

                                        Packet              Total
                     Erlangs            Pipes               T1.5s         Price
     5E11 Models

          Model A      95               120                  60           $[

          Model B      210              90                   60           $

          Model C      330              60                   60           $

          Model D      450              30                   60           $

        5E12 Models:

          Model E      280              270                  120          $

          Model F      400              210                  120          $

          Model G      510              150                  120          $

          Model H      630              90                   120          $

          Model J *    300              360                  120          $

          Model K *    620              300                  120          $

          Model L *    940              240                  120          $

          Model M *    1250             180                  120          $

          Model N *    770              0                    0            $

          Model P *    2200             0                    0            $   ]

        * These Switch Module Models utilize PHV4.
<TABLE>

        9.d.             Wireless Switch Modules Upgrade Options
                                                             Packet               Total
                                            Erlangs          Pipes                T1.5s            Price

         <S>                                <C>              <C>                  <C>               <C>
         From Model A to Option 1           510              150                  50                $[

         From Model A to Option 2           450              180                  60                $

         From Model B to Option 1           510              150                  50                $

         From Model B to Option 2           450              180                  60                $

         From Model A to Option 3           510              150                  50                $

         From Model A to Option 4           510              180                  60                $

         From Model B to Option 3           510              150                  50                $

         From Model B to Option 4           510              180                  60                $  ]
</TABLE>

Notes:  Options  1 and 2 are  used to  upgrade  a  Model A or  Model B to a PSU2
expanded model and add additional PH4 & PHV2 cards.

Options  3 and 4 are used to  upgrade  a Model A or  Model B to a PSU2  expanded
model and add additional PH4 & PHV4 cards.


10)     MSC 5ESS Pricing Notes

10.a.  Owner requested  additions to the following  models will be priced at the
Vendor's then current List Price minus [     ].

10.b.  Prices include  transportation  to the Designated Switch Site pursuant to
the terms of the Contract.

10.c. Prices do not include MSC Engineering or Installation.


11)     Access Manager

     11.a.  Initial  Access  Manager unit price  configured  to support 100 Base
     Stations and 10,000 subscribers.

     11.b.  Only one Access  Manager  per 5ESS  Switch and a maximum of 220 base
     stations.

     11.c. All  additional  Access Manager growth will be priced at the Vendor's
     then current List Price minus [     ].

     11.d. Model price of the Access Manager as follows, includes transportation
     as past of MSC delivery:
                                                                   Price

               Interprocess Message Switch (IMS)                   $[

               Executive Call Processor (ECP)

               High  Availability Operations and Maintenance
                 Platform (HA-OMP)
               less Discount

                          Model Price                                   ]

12.a.     Detail Pricing of Buyout

                         Description                               Price
 1998
               10 SCP/HLR Field Systems Upgrade -Model2            $[
               4 New SCP/HLR Field Systems - Model2
               4  SCP/HLR  Lab  Machines Upgrade   -  Model2
               1  SMS  Field System
               1 SMS Lab System
               1 Lab OTAF System
               2  Field   OTAF
               Service Creation  Environment
               SCP/HLR Release 1.0
               SCP/OTAF  Release 1.0
                         Sub-Total                                         ]

               WIN  1.1  -   WIN2.1(HLR,OTAF,SMS)                  $[
               Actiview  4.0 & 5.0
               TIMS  release 6.2
               ADDS Release  through  release
               2.0 Maintenance Fees
                         Sub-Total

                                1998 Total                                 ]

                            1999
               WIN   2.2  -  3.0   (HLR,OTAF,SMS)                  $[
               ACTIVIEW  6.0 & 7.0
               TIMS  release 7.0
               ADDS   release  3.0  and  3.1
                  Maintenance
                                1999 Total                                 ]

                          Grand Total For 1998 & 1999              $[      ]

12.b.  New SCP/HLR  Equipment  purchased  beyond pair 7 will be purchased at the
price of [   ] per SCP/HLR system (Two SCP/HLR systems required per pair).

          New SMS  Equipment  purchased  beyond  existing  1 field  SMS  will be
          purchased  at the price of  [    ]  Per  System  New TIMS (HP K-460)
          Equipment  will be  purchased  at the price of  [     ]  New ADDS (HP
          K-460)  Equipment  will be  purchased  at the price of [     ]  This
          buyout  includes  Sybase  Software  License for 1,050 Seats,  one open
          server RTU, one open client RTU.

12.c. The herein  described  Intelligent  Network Software buyout will cover the
Nationwide Network and will include,  without limitation,  the following feature
releases. A detailed list of the features included in each Release is identified
in Exhibit C1. A feature is defined as any software  enhancement  that  provides
new functionality, capacity increase or performance improvements to any platform
including the SCP, SMS, Actiview, TIMS or ADDS.

          -HLR,  OTAF,  and SMS WIN Releases 1.0 through 3.0 -Actiview  Releases
          4.0, 5.0, 6.0 and 7.0.
          -TIMS Release 6.0 and 6.1
          -ADDS Release 2 and Release 3.

12.d. The releases will have at least the following number of features:

          - For the HLR,  OTAF,  and SMS,  40 features  in WIN  1.1-2.1,  and 30
features in WIN 2.2 - WIN 3.0  (Exhibit C1 has a complete  list of features  for
these releases).
          -For  Actiview,  7  features  in 4.0  and 8  features  in  each of the
          releases  5, 6, and 7. -For the year 99',  there will be two  software
          release for the HLR, OTAF and Actview.

The HLR and OTAF will have WIN 2.2 and WIN 3.0. Actiview will have Release 6 and
7.

12.e.  All  Maintenance  Fees for the years  1998 and 1999 are  included  in the
herein described Intelligent Network Software buyout for:

          -                 HLR
          -                 OTAF
          -                 SMS
          -                 Actiview
          -                 TIMS
          -                 ADDS



<PAGE>
                                                                     Schedule 3A
                                                                 Services Prices


         Travel and living expenses will be incurred if the Installation site is
         more than 50 miles from the associated  Designated  Switch Site subject
         to prior Owner written  approval of quote, and Vendor will not commence
         such work without such approval.

         Installation,  Integration and Engineering prices are based on a Monday
         through  Friday 8 A.M.  to 5 P.M.  work  day  excluding  United  States
         national  holidays and weekends.  Requests for overtime or out of hours
         work will be an additional  charge and will be priced  separately,  and
         subject to prior Owner written approval.

1)        Service Suites

1.a.   Services Suite 1 (BTS)

         Bolt-down,  Commissioning,  Integration and Local Transportation of BTS
and power cabinets.

                  Total Price = [        ]

1.b.   Services Suite 2 (Growth Cabinet)

         Bolt-down, Commissioning, Integration and Local Transportation of
          Growth Cabinet and power upgrade.

                  Total Price = [       ]

1.c.   Services Suite 3 (Primary Cabinet)

         Bolt-down,  Commissioning,  Integration, Project Management (As defined
         in Exhibit B4) and Local Transportation of BTS and power cabinets.

                  Total Price = [       ]

1.d.   Services Suite 4 (Growth Cabinet)

         Bolt-down, Commissioning, Integration, Project Management(As defined in
         Exhibit  B4) and  Local  Transportation  of  Growth  Cabinet  and power
         upgrade.

                  Total Price = [        ]


2)    Component Pricing Breakdown of Services Included in Services Suites 1 - 4.

2.a Indoor / Outdoor Commissioning Services for BTS/Growth Cabinet PCS, CDMA,
   Single Frame

     Refer to Exhibit B4

     (Including without limitation,  Commissioning for BTS to include connection
       and testing to activate and power up the BTS/Growth Cabinet)

    [       ]per cabinet

<PAGE>





2.b Indoor / Outdoor Commissioning  Services for BTS Power / Battery / Generator
Cabinet

     Refer to Exhibit B4

     (Including without limitation, Commissioning, connection, test and power up
       of cabinets)

        [        ]per cabinet


2.c Cell Integration (Initial and Subsequent Installations)

        Refer to Exhibit B4

        [       ] per cell (Vendor provides technician at MSC and cell site)


2.d Bolt-down Services

        Bolt-down of cabinets as described in Exhibit B4.

         [       ] per cell

2.e Project Management

        Local Project  Management support as described in Exhibit B4

         [     ]per cell

3)  Additional Services Not included in Service Suites

3.a Equipment Engineering Services (Initial and Subsequent Installations)

     Conduct field surveys as required,  and support all Owner and/or  Affiliate
     requests  for  quotes  for the site.  Custom  engineer  specific  BTS sites
     requiring non-standard configurations.

      [       ] per cabinet


3.b. Indoor / Outdoor Commissioning  Services for Growth Power / Battery /
     Generator Cabinet Modified for Motorola Cabinets

     [     ]      per cabinet Refer to Exhibit B4

3.c. De-install Power/Battery/Generator Cabinet (Out of Service)

     [     ]     per cabinet

     Note: This charge in no way relates to or can be charged in connection with
the Vendor's delivery or warranty obligations.

<PAGE>




3.d.  Miscellaneous Installation Services
    (Custom  Installation,  Demarc Work,  Ladder Racking,  Additional Trips, and
        other installation services outside the scope of work in Exhibit B4.)

    [   ] per hour per person  depending  on the labor rate in each  market,  as
        such will be reasonably documented to the Owner.


3.e. Miscellaneous Engineering & Consulting Services

          Asset Management Documentation
          Product Configuration Consultation
          Site Surveys, Energy System Surveys
          In Field Engineering Installation Support.

        [     ] per hour.

3.f. Wireless Program Management

     Veteran Vendor program manager with extensive  experience  working on Owner
     projects  to locally  program  manage all aspects of project as directed by
     the Owner's  regional  headquarters  and as defined in the scope of work in
     Exhibit B4.

     [     ] per month per such program manager.

4)       Optimization Services


     4.a.Optimizing  Individual  BTS and/or  Growth  Cabinets  Into an  Existing
         System Pursuant to the Requirements of Exhibit B5.

         The  addition  of BTSs or Growth  Cabinets  to an  existing  PCS System
         without  the  Installation  of a new  MSC is  considered  growth  of an
         existing  system and is billable  according to the following  schedule.
         Price break points are  dependent  upon the number of cells to be added
         on a single Vendor visit to a PCS System.

         1- 15 cells       [     ] per cell
         16-20 cells       [     ] per cell
         21 or more cells  [     ] per cell

         In only  those  markets  where the  Vendor  does not have  optimization
         resources available, a per diem fee of [ ] will be charged to cover the
         expenses for all Vendor  employees and  sub-contractors  working on the
         project that may be required to  temporarily  relocate to the given PCS
         System.  All fees are  exclusive of airfare  charges,  and in all cases
         will be subject to the Owner's  prior  approval via the Owner's  vendor
         and contract manager department.



     Note: If Owner elects to have the Vendor  perform busy hour drive  testing,
the Owner will be billed on a time and materials basis.

<PAGE>




 4.b.  System Optimization (New MSC) Pursuant to the Requirements of  Exhibit B5

         For the purpose of this  paragraph 4.b only, a new system is defined as
         one, which includes a newly installed MSC and associated Base Stations.

         System  optimization  for  each  "new  system"  will  be  quoted  on an
         individual  basis  depending on the required  scope of work,  but in no
         case will exceed the prices below for the  associated  scope of work in
         Exhibit B5.

           1-40 cells      [     ] per cell
         41-80 cells       [     ] per cell
         81 or more cells  [     ] per cell



5)       WIN Services

     5.a.  SCP Engineering and Installation

         Model 2 Engineering and Installation for one machine.

              [     ]

         Model 1 to Model 2 Engineering and Installation for one machine.

              [     ]

     5.b.  SMS Engineering and Installation

         I70 to K460 Engineering and Installation for one machine

              [     ]

     5.c. TIMS(NFM) Installation, Testing and Integration  of Software

               K460  software  installation,  testing  and  integration  for one
machine.

                  [     ] for the first month plus travel and living expenses.

               All travel and living  expenses to be estimated  and provided for
               Owner's  approval  before  start of job.  All  travel  and living
               expenses to be actual costs. Charges beyond the first
month
               will be as follows:

                                    [ ] per day plus travel and living expenses.
<PAGE>
                                                                     Schedule 10

                                   SPRINT PCS
                    MONTHLY BASE STATION FORECAST REPORT FORM
                                  (Primary BTS)

[
                                            ]

Assumes:
 - Full Duplex Filter
 - 16W Amplifier
 - Includes CSU
 - Outdoor
 - 3 ECU's


<PAGE>



                                   SPRINT PCS
                    MONTHLY BASE STATION FORECAST REPORT FORM
                                     (CATV)

[
                                            ]

Assumes:
 - Full Duplex Filter
 - 16W Amplifier
 - Includes CSU
 - Outdoor
 - 3 ECU's


<PAGE>



                                   SPRINT PCS
                    MONTHLY BASE STATION FORECAST REPORT FORM
                                (1st Growth BTS)

[
                                            ]

Assumes:
 - Full Duplex Filter
 - 16W Amplifier
 - Includes CSU
 - Outdoor
 - 3 ECU's


<PAGE>



                                   SPRINT PCS
                    MONTHLY BASE STATION FORECAST REPORT FORM
                                    (Totals)

[
                                            ]

Assumes:
 - Full Duplex Filter
 - 16W Amplifier
 - Includes CSU
 - Outdoor
 - 3 ECU's


<PAGE>


                                  Schedule 11A

                   Cancellation Charges (Additional Products)



                  Without  charge  and/or  penalty,  the  Owner may  cancel  any
Purchase Order for an Additional  Product no later than  seventy-five  (75) days
prior to the earliest date scheduled for shipment of such Additional Product; or

                  If the Owner  cancels a  Purchase  Order or a portion  thereof
less than  seventy-five  (75) days  prior to the  earliest  date  scheduled  for
shipment  of such  Additional  Product,  the  Owner  shall  pay to the  Vendor a
cancellation charge  of ten percent (10%) of the Net Price  for such  Additional
Product pursuant to Schedule 2A; or

                  If the Owner  cancels a  Purchase  Order or a portion  thereof
less than thirty (30) days prior to the earliest date  scheduled for shipment of
such Additional Product, the Owner shall pay to the Vendor a cancellation charge
of fifteen percent (15%) of the Net Price for such Additional  Product  pursuant
to Schedule 2A.

                  The Owner may not cancel a Purchase Order after the applicable
date  scheduled  for shipment of such  Additional  Product.  The payment of such
charges  shall be the Vendor's sole remedy and the Owner's sole  obligation  for
such canceled Purchase Order. Furthermore, the Owner will only have the right to
cancel orders for Bulk Items subject to any cancellation rights and payments, if
any, the Vendor has or has to make with or to its own suppliers  with respect to
any such Bulk Items.

                  Any changes  requested by the Owner that involve the return or
exchange of Non-Essential  Equipment will be subject to the standard policies of
the  applicable  Non-Essential  Equipment  supplier  unless  such  policies  are
otherwise  set  out in  the  applicable  agreement  between  such  Non-Essential
Equipment  supplier and the Vendor,  in which case the Owner will be entitled to
cancel any such Order for  Non-Essential  Equipment in accordance with the terms
of such agreement.

                  Nothing  herein  will be deemed to bar the  Vendor's  right to
invoice the Owner for all Services actually  performed prior to the date of such
performance  by the Vendor in respect of such  Products in  accordance  with the
provisions of this Contract.


<PAGE>


Schedule 13
<TABLE>

- --------------------------------------------------------------------------------------------------------------------------
        SYSTEM                SITEID                                SITENAME                               BOLTDOWN
- --------------------------------------------------------------------------------------------------------------------------
        <S>                 <C>                                                                            <C>
        Albany              AL03XC001V      [                                                              10/24/96
                            AL03XC002V                                                                     09/13/96
                            AL03XC005V                                                                     10/15/96
                            AL03XC006V                                                                     11/08/96
                            AL03XC007V                                                                     10/17/96
                            AL03XC008V                                                                     10/17/96
                            AL03XC010V                                                                     10/17/96
                            AL03XC012V                                                                     12/17/96
                            AL03XC014V                                                                     08/06/96
                            AL03XC015V                                                                     10/15/96
                            AL03XC017V                                                                     12/17/96
                            AL03XC019V                                                                     10/30/96
                            AL03XC021V                                                                     10/18/96
                            AL03XC023V                                                                     10/14/96
                            AL03XC024V                                                                     10/04/96
                            AL03XC025V                                                                     10/16/96
                            AL03XC028V                                                                     10/10/96
                            AL03XC029V                                                                     10/09/96
                            AL03XC034V                                                                     10/16/96
                            AL03XC035V                                                                     10/09/96
                            AL03XC037V                                                                     11/11/96
                            AL03XC038V                                                                     10/15/96
                            AL03XC040V                                                                     10/22/96
                            AL03XC042V                                                                     11/08/96
                            AL03XC048V                                                                     10/24/96
                            AL03XC049V                                                                     10/08/96
                            AL03XC052V                                                                     11/04/96
                            AL03XC054V                                                                     10/18/96
                            AL03XC059V                                                                     11/06/96
                            AL03XC061V                                                                     10/16/96
                            AL03XC064V                                                                     10/10/96
                            AL03XC067V                                                                     10/04/96
                            AL03XC068V                                                                     11/08/96
                            AL03XC069V                                                                     10/01/96
                            AL03XC071V                                                                     10/21/96
                            AL03XC072V                                                                     10/30/96
                            AL03XC073V                                                                     10/21/96
                            AL03XC074V                                                                     10/22/96
                            AL03XC003V                                                                     05/05/97
                            AL03XC004V                                                                     11/15/96
                            AL03XC018V                                                                     11/26/97


<PAGE>



                            AL03XC020V                                                                     09/25/97
                            AL03XC022V                                                                     08/27/97
                            AL03XC026V                                                                     03/06/97
                            AL03XC027V                                                                     12/17/97
                            AL03XC030V                                                                     02/28/97
                            AL03XC031V                                                                     08/28/97
                            AL03XC036V                                                                     02/18/97
                            AL03XC039V                                                                     10/22/96
                            AL03XC041V                                                                     03/18/97
                            AL03XC047V                                                                     09/24/97
                            AL03XC050V                                                                     08/26/97
                            AL03XC051V                                                                     05/05/97
                            AL03XC053V                                                                     11/12/96
                            AL03XC055V                                                                     12/19/97
                            AL03XC056V                                                                     05/06/97
                            AL03XC057V                                                                     09/10/97
                            AL03XC058V                                                                     05/14/97
                            AL03XC060V                                                                     06/09/97
                            AL03XC062V                                                                     03/07/97
                            AL03XC063V                                                                     03/07/97
                            AL03XC065V                                                                     09/10/97
                            AL03XC066V                                                                     04/08/97
                            AL03XC078V                                                                     05/07/97
                       ---------------------------------------------------------------------------------------------------
                                                                                                              64

        Boston              BS03XC001V                                                                     02/04/97
                            BS03XC002V                                                                     12/17/96
                            BS03XC003V                                                                     09/23/96
                            BS03XC004V                                                                     03/17/97
                            BS03XC005V                                                                     12/10/96
                            BS03XC007V                                                                     12/11/96
                            BS03XC008V                                                                     10/11/96
                            BS03XC010V                                                                     11/20/96
                            BS03XC011V                                                                     03/17/97
                            BS03XC012V                                                                     02/26/97
                            BS03XC013V                                                                     03/07/97
                            BS03XC015V                                                                     02/25/97
                            BS03XC017V                                                                     01/30/97
                            BS03XC019V                                                                     01/03/97
                            BS03XC020V                                                                     02/28/97
                            BS03XC021V                                                                     12/27/96
                            BS03XC022V                                                                     02/27/97
                            BS03XC023V                                                                     03/24/97


<PAGE>



                            BS03XC025V                                                                     03/11/97
                            BS03XC026V                                                                     09/22/96
                            BS03XC028V                                                                     01/29/97
                            BS03XC029V                                                                     10/18/96
                            BS03XC030V                                                                     10/17/96
                            BS03XC031V                                                                     03/20/97
                            BS03XC032V                                                                     03/24/97
                            BS03XC033V                                                                     01/07/97
                            BS03XC036V                                                                     03/22/97
                            BS03XC037V                                                                     02/08/97
                            BS03XC042V                                                                     11/20/96
                            BS03XC043V                                                                     03/05/97
                            BS03XC048V                                                                     06/11/96
                            BS03XC049V                                                                     11/22/96
                            BS03XC052V                                                                     11/20/96
                            BS03XC053V                                                                     03/15/97
                            BS03XC054V                                                                     01/10/97
                            BS03XC055V                                                                     01/09/97
                            BS03XC058V                                                                     03/14/97
                            BS03XC065V                                                                     03/21/97
                            BS03XC072V                                                                     01/22/97
                            BS03XC079V                                                                     02/21/97
                            BS03XC080V                                                                     02/03/97
                            BS03XC199V                                                                     03/18/97
                            BS03XC201V                                                                     02/06/97
                            BS03XC534V                                                                     03/13/97
                            BS03XC014V                                                                     09/20/97
                            BS03XC024V                                                                     09/20/97
                            BS03XC027V                                                                     05/10/97
                            BS03XC044V                                                                     03/05/97
                            BS03XC045V                                                                     05/08/97
                            BS03XC066V                                                                     12/10/97
                            BS03XC073V                                                                     05/13/97
                            BS03XC078V                                                                     06/16/97
                            BS03XC138V                                                                     11/08/97
                            BS03XC139V                                                                     06/02/97
                            BS03XC140V                                                                     08/15/97
                            BS03XC141V                                                                     10/16/97
                            BS03XC151V                                                                     05/09/97
                            BS03XC152V                                                                     04/18/97
                            BS03XC153V                                                                     12/31/98
                            BS03XC154V                                                                     08/18/97
                            BS03XC155V                                                                     04/17/97


<PAGE>



                            BS03XC181V                                                                     06/26/97
                            BS03XC188V                                                                     07/26/97
                            BS03XC192V                                                                     09/13/97
                            BS03XC198V                                                                     05/23/97
                            BS03XC203V                                                                     05/28/97
                            BS03XC207V                                                                     09/25/97
                            BS03XC208V                                                                     05/22/97
                            BS03XC218V                                                                     10/14/97
                            BS03XC219V                                                                     10/15/97
                            BS03XC221V                                                                     11/21/97
                            BS03XC222V                                                                     06/24/97
                            BS03XC223V                                                                     11/06/97
                            BS03XC501V                                                                     12/11/97
                            BS03XC509V                                                                     12/13/97
                            BS03XC524V                                                                     06/18/97
                            BS03XC535V                                                                     11/12/97
                            BS03XC555V                                                                     10/29/97
                            BS03XC581V                                                                     11/11/97
                            BS03XC016V                                                                     02/25/97
                            BS03XC038V                                                                     03/21/97
                            BS03XC068V                                                                     02/12/97
                            BS03XC071V                                                                     03/06/97
                            BS03XC077                                                                      01/31/97
                            BS03XC083V                                                                     11/21/96
                            BS03XC090V                                                                     02/15/97
                            BS03XC092V                                                                     02/07/97
                            BS03XC099V                                                                     02/26/97
                            BS03XC116V                                                                     03/12/97
                            BS03XC122V                                                                     04/14/97
                            BS03XC124                                                                      02/13/97
                            BS03XC126                                                                      02/10/97
                            BS03XC137                                                                      02/25/97
                            BS03XC145V                                                                     02/14/97
                            BS03XC148V                                                                     01/27/97
                            BS03XC210V                                                                     03/24/97
                            BS03XC301                                                                      10/01/96
                            BS03XC302V                                                                     12/16/96
                            BS03XC303V                                                                     11/21/96
                            BS03XC309V                                                                     11/25/96
                            BS03XC317V                                                                     02/11/97
                            BS03XC326V                                                                     02/05/97
                            BS03XC339V                                                                     02/19/97
                            BS03XC350V                                                                     02/18/97


<PAGE>



                            BS03XC351V                                                                     02/20/97
                            BS03XC355V                                                                     03/25/97
                            BS03XC519                                                                      03/12/97
                            BS03XC006V                                                                     05/28/97
                            BS03XC009V                                                                     09/19/97
                            BS03XC018V                                                                     08/07/97
                            BS03XC039V                                                                     11/01/97
                            BS03XC040V                                                                     04/26/97
                            BS03XC041V                                                                     04/08/97
                            BS03XC047V                                                                     09/26/97
                            BS03XC051V                                                                     09/19/97
                            BS03XC057V                                                                     11/11/97
                            BS03XC059V                                                                     07/11/97
                            BS03XC061V                                                                     10/31/97
                            BS03XC062V                                                                     08/20/97
                            BS03XC064V                                                                     09/18/97
                            BS03XC074V                                                                     11/04/97
                            BS03XC084V                                                                     09/02/97
                            BS03XC085V                                                                     07/28/97
                            BS03XC088V                                                                     10/10/97
                            BS03XC089                                                                      09/17/97
                            BS03XC091V                                                                     08/13/97
                            BS03XC093V                                                                     09/23/97
                            BS03XC094V                                                                     05/24/97
                            BS03XC095V                                                                     05/28/97
                            BS03XC098V                                                                     09/22/97
                            BS03XC101V                                                                     06/10/97
                            BS03XC103V                                                                     09/09/97
                            BS03XC105V                                                                     04/11/97
                            BS03XC108V                                                                     07/18/97
                            BS03XC112V                                                                     11/14/97
                            BS03XC114V                                                                     11/01/97
                            BS03XC115V                                                                     11/13/97
                            BS03XC123V                                                                     07/10/97
                            BS03XC125V                                                                     05/07/97
                            BS03XC129V                                                                     04/14/97
                            BS03XC133V                                                                     09/29/97
                            BS03XC143V                                                                     05/21/97
                            BS03XC144V                                                                     04/28/97
                            BS03XC147                                                                      05/16/97
                            BS03XC150V                                                                     07/25/97
                            BS03XC156V                                                                     10/17/97
                            BS03XC161V                                                                     09/30/97


<PAGE>



                            BS03XC168V                                                                     12/29/97
                            BS03XC178V                                                                     06/05/97
                            BS03XC186V                                                                     05/24/97
                            BS03XC200V                                                                     08/13/97
                            BS03XC209V                                                                     06/23/97
                            BS03XC211V                                                                     10/30/97
                            BS03XC212V                                                                     11/13/97
                            BS03XC213V                                                                     08/19/97
                            BS03XC215V                                                                     09/15/97
                            BS03XC216V                                                                     07/22/97
                            BS03XC304V                                                                     07/28/97
                            BS03XC305V                                                                     09/15/97
                            BS03XC307V                                                                     11/03/97
                            BS03XC308V                                                                     10/24/97
                            BS03XC311V                                                                     10/10/97
                            BS03XC315V                                                                     09/24/97
                            BS03XC316V                                                                     10/03/97
                            BS03XC319V                                                                     09/11/97
                            BS03XC323V                                                                     09/25/97
                            BS03XC324V                                                                     09/24/97
                            BS03XC325V                                                                     11/10/97
                            BS03XC327V                                                                     05/27/97
                            BS03XC329V                                                                     11/12/97
                            BS03XC344V                                                                     12/08/97
                            BS03XC345V                                                                     10/08/97
                            BS03XC346V                                                                     09/16/97
                            BS03XC347V                                                                     09/17/97
                            BS03XC349V                                                                     09/10/97
                            BS03XC352V                                                                     07/09/97
                            BS03XC353V                                                                     06/25/97
                            BS03XC356V                                                                     09/16/97
                            BS03XC357V                                                                     12/30/97
                            BS03XC504V                                                                     06/27/97
                            BS03XC513V                                                                     08/29/97
                            BS03XC517V                                                                     09/29/97
                            BS03XC518V                                                                     11/05/97
                            BS03XC529V                                                                     07/23/97
                            BS03XC530V                                                                     05/15/97
                            BS03XC550V                                                                     07/28/97
                            BS03XC551V                                                                     09/25/97
                            BS03XC576V                                                                     10/21/97
                            BS03XC585V                                                                     12/12/97
                       ---------------------------------------------------------------------------------------------------
                                                                                                              189


<PAGE>




       Buffalo              BU03XC001V                                                                     03/31/97
                            BU03XC002V                                                                     05/23/97
                            BU03XC003V                                                                     03/11/97
                            BU03XC004V                                                                     03/18/97
                            BU03XC005V                                                                     03/11/97
                            BU03XC006V                                                                     03/18/97
                            BU03XC007V                                                                     03/11/97
                            BU03XC008V                                                                     03/11/97
                            BU03XC011V                                                                     03/27/97
                            BU03XC012V                                                                     04/18/97
                            BU03XC014V                                                                     04/11/97
                            BU03XC015V                                                                     04/04/97
                            BU03XC021V                                                                     04/11/97
                            BU03XC024V                                                                     06/07/97
                            BU03XC025V                                                                     03/31/97
                            BU03XC026V                                                                     04/25/97
                            BU03XC027V                                                                     03/21/97
                            BU03XC028V                                                                     04/23/97
                            BU03XC029V                                                                     03/31/97
                            BU03XC030V                                                                     04/25/97
                            BU03XC033V                                                                     04/03/97
                            BU03XC034V                                                                     03/27/97
                            BU03XC035V                                                                     04/03/97
                            BU03XC036V                                                                     03/26/97
                            BU03XC038V                                                                     04/03/97
                            BU03XC040V                                                                     04/03/97
                            BU03XC041V                                                                     03/31/97
                            BU03XC042V                                                                     03/26/97
                            BU03XC043V                                                                     04/23/97
                            BU03XC044V                                                                     04/25/97
                            BU03XC045V                                                                     03/27/97
                            BU03XC046V                                                                     03/06/97
                            BU03XC047V                                                                     05/02/97
                            BU03XC048V                                                                     03/06/97
                            BU03XC050V                                                                     03/21/97
                            BU03XC052V                                                                     04/11/97
                            BU03XC053V                                                                     03/27/97
                            BU03XC055V                                                                     04/03/97
                            BU03XC056V                                                                     04/18/97
                            BU03XC057V                                                                     04/04/97
                            BU03XC063V                                                                     03/26/97
                            BU03XC066V                                                                     04/11/97
                            BU03XC068V                                                                     04/25/97


<PAGE>



                            BU03XC071V                                                                     04/18/97
                            BU03XC072V                                                                     03/06/97
                            BU03XC077V                                                                     03/11/97
                            BU03XC010V                                                                     07/08/97
                            BU03XC013V                                                                     06/22/97
                            BU03XC016V                                                                     12/03/97
                            BU03XC017V                                                                     06/21/97
                            BU03XC018V                                                                     06/21/97
                            BU03XC019V                                                                     06/21/97
                            BU03XC023V                                                                     07/08/97
                            BU03XC049V                                                                     06/21/97
                            BU03XC051V                                                                     06/22/97
                            BU03XC058V                                                                     06/22/97
                            BU03XC062V                                                                     08/08/97
                            BU03XC065V                                                                     06/22/97
                            BU03XC069V                                                                     08/08/97
                            BU03XC070V                                                                     06/22/97
                            BU03XC073V                                                                     04/25/97
                            BU03XC075V                                                                     04/18/97
                       ---------------------------------------------------------------------------------------------------
                                                                                                              62

        Denver              DN03XC001V                                                                     12/02/96
                            DN03XC003V                                                                     11/08/96
                            DN03XC004V                                                                     12/10/96
                            DN03XC005V                                                                     11/30/96
                            DN03XC006V                                                                     12/11/96
                            DN03XC008V                                                                     01/12/97
                            DN03XC009V                                                                     10/08/96
                            DN03XC010V                                                                     01/04/97
                            DN03XC011V                                                                     12/11/96
                            DN03XC012V                                                                     10/21/96
                            DN03XC013V                                                                     01/20/97
                            DN03XC017V                                                                     09/25/96
                            DN03XC018V                                                                     10/07/96
                            DN03XC019V                                                                     01/20/97
                            DN03XC020V                                                                     11/18/96
                            DN03XC021V                                                                     12/03/96
                            DN03XC031V                                                                     01/18/97
                            DN03XC033V                                                                     01/03/97
                            DN03XC034V                                                                     12/24/96
                            DN03XC035V                                                                     12/13/96
                            DN03XC036V                                                                     12/24/96
                            DN03XC037V                                                                     01/25/97


<PAGE>



                            DN03XC040V                                                                     09/17/96
                            DN03XC041V                                                                     11/11/96
                            DN03XC043V                                                                     11/27/96
                            DN03XC044V                                                                     11/07/96
                            DN03XC045V                                                                     01/21/97
                            DN03XC046V                                                                     11/20/96
                            DN03XC047V                                                                     11/29/96
                            DN03XC048V                                                                     01/20/97
                            DN03XC049V                                                                     01/10/97
                            DN03XC050V                                                                     10/10/96
                            DN03XC056V                                                                     12/03/96
                            DN03XC057V                                                                     01/21/97
                            DN03XC058V                                                                     10/11/96
                            DN03XC059V                                                                     01/23/97
                            DN03XC060V                                                                     01/18/97
                            DN03XC061V                                                                     01/10/97
                            DN03XC062V                                                                     12/13/96
                            DN03XC063V                                                                     12/14/96
                            DN03XC064V                                                                     12/13/96
                            DN03XC065V                                                                     10/28/96
                            DN03XC066V                                                                     10/23/96
                            DN03XC067V                                                                     01/04/97
                            DN03XC068V                                                                     12/05/96
                            DN03XC071V                                                                     01/23/97
                            DN03XC072V                                                                     10/07/96
                            DN03XC075V                                                                     12/27/96
                            DN03XC076V                                                                     01/22/97
                            DN03XC077V                                                                     11/22/96
                            DN03XC078V                                                                     01/14/97
                            DN03XC079V                                                                     01/22/97
                            DN03XC080V                                                                     12/14/96
                            DN03XC081V                                                                     10/28/96
                            DN03XC084V                                                                     12/14/96
                            DN03XC085V                                                                     12/14/96
                            DN03XC087V                                                                     01/21/97
                            DN03XC091V                                                                     08/06/96
                            DN03XC092V                                                                     12/05/96
                            DN03XC093V                                                                     10/15/96
                            DN03XC094V                                                                     12/11/96
                            DN03XC095V                                                                     01/02/97
                            DN03XC096V                                                                     12/02/96
                            DN03XC097V                                                                     10/28/96
                            DN03XC098V                                                                     12/11/96


<PAGE>



                            DN03XC100V                                                                     11/15/96
                            DN03XC101V                                                                     01/24/97
                            DN03XC102V                                                                     09/24/96
                            DN03XC103V                                                                     12/12/96
                            DN03XC105V                                                                     12/13/96
                            DN03XC106V                                                                     10/28/96
                            DN03XC107V                                                                     01/17/97
                            DN03XC108V                                                                     10/14/96
                            DN03XC109V                                                                     01/23/97
                            DN03XC110V                                                                     08/19/96
                            DN03XC111V                                                                     12/03/96
                            DN03XC112V                                                                     09/07/96
                            DN03XC113V                                                                     01/23/97
                            DN03XC114V                                                                     12/30/96
                            DN03XC116V                                                                     01/25/97
                            DN03XC119V                                                                     10/24/96
                            DN03XC120V                                                                     09/03/96
                            DN03XC121V                                                                     01/25/97
                            DN03XC122V                                                                     12/12/96
                            DN03XC123V                                                                     01/02/97
                            DN03XC125V                                                                     11/07/96
                            DN03XC126V                                                                     01/07/97
                            DN03XC127V                                                                     09/23/96
                            DN03XC128V                                                                     12/02/96
                            DN03XC130V                                                                     02/12/97
                            DN03XC131V                                                                     01/18/97
                            DN03XC135V                                                                     09/20/96
                            DN03XC136V                                                                     12/14/96
                            DN03XC138V                                                                     11/10/96
                            DN03XC139V                                                                     12/13/96
                            DN03XC142V                                                                     11/05/96
                            DN03XC147V                                                                     01/17/97
                            DN03XC148V                                                                     01/02/97
                            DN03XC149V                                                                     12/11/96
                            DN03XC150V                                                                     12/06/96
                            DN03XC152V                                                                     11/18/96
                            DN03XC155V                                                                     12/14/96
                       ---------------------------------------------------------------------------------------------------
                                                                                                              102

       Detroit             DE03XC003AV                                                                     06/09/97
                           DE03XC009AV                                                                     07/30/97
                           DE03XC010BV                                                                     05/13/97
                           DE03XC014BV                                                                     06/19/97


<PAGE>



                           DE03XC016AV                                                                     04/10/97
                           DE03XC017AV                                                                     02/03/97
                           DE03XC019AV                                                                     08/08/97
                           DE03XC020BV                                                                     07/23/97
                           DE03XC022AV                                                                     06/12/97
                           DE03XC027AV                                                                     06/13/97
                           DE03XC036AV                                                                     07/07/97
                           DE03XC037BV                                                                     06/19/97
                           DE03XC038AV                                                                     07/10/97
                           DE03XC042BV                                                                     08/07/97
                           DE03XC044AV                                                                     06/09/97
                           DE03XC050AV                                                                     06/11/97
                           DE03XC053AV                                                                     06/18/97
                           DE03XC056AV                                                                     06/11/97
                           DE03XC059AV                                                                     12/11/96
                           DE03XC060AV                                                                     07/16/97
                           DE03XC061AV                                                                     06/10/97
                           DE03XC063XV                                                                     07/27/97
                           DE03XC066BV                                                                     06/18/97
                           DE03XC071AV                                                                     06/24/97
                           DE03XC072AV                                                                     07/25/97
                           DE03XC074AV                                                                     04/07/97
                           DE03XC075AV                                                                     07/22/97
                           DE03XC079AV                                                                     07/21/97
                           DE03XC081CV                                                                     07/29/97
                           DE03XC082AV                                                                     05/15/97
                           DE03XC085BV                                                                     07/28/97
                           DE03XC086BV                                                                     07/25/97
                           DE03XC087AV                                                                     06/13/97
                           DE03XC094AV                                                                     07/24/97
                           DE03XC095AV                                                                     05/09/97
                           DE03XC096BV                                                                     06/16/97
                           DE03XC100AV                                                                     05/23/97
                           DE03XC102BV                                                                     07/26/97
                           DE03XC104AV                                                                     06/29/97
                           DE03XC105AV                                                                     08/01/97
                           DE03XC107BV                                                                     06/16/97
                           DE03XC115BV                                                                     07/24/97
                           DE03XC117AV                                                                     07/25/97
                           DE03XC118BV                                                                     07/31/97
                           DE03XC127AV                                                                     04/28/97
                           DE03XC132BV                                                                     07/11/97
                           DE03XC133AV                                                                     06/17/97


<PAGE>



                           DE03XC134AV                                                                     05/30/97
                           DE03XC136AV                                                                     07/03/97
                           DE03XC137AV                                                                     03/31/97
                           DE03XC138BV                                                                     07/28/97
                           DE03XC140BV                                                                     07/29/97
                           DE03XC142AV                                                                     06/26/97
                           DE03XC144AV                                                                     06/26/97
                           DE03XC145AV                                                                     08/07/97
                           DE03XC147AV                                                                     06/27/97
                           DE03XC151AV                                                                     08/13/97
                           DE03XC153AV                                                                     04/17/97
                           DE03XC155AV                                                                     04/15/97
                           DE03XC156AV                                                                     04/01/97
                           DE03XC157AV                                                                     04/24/97
                           DE03XC158AV                                                                     06/27/97
                           DE03XC160AV                                                                     04/21/97
                           DE03XC161AV                                                                     06/30/97
                           DE03XC162AV                                                                     06/30/97
                           DE03XC163AV                                                                     07/16/97
                           DE03XC166BV                                                                     07/23/97
                           DE03XC167AV                                                                     05/20/97
                           DE03XC168BV                                                                     07/21/97
                           DE03XC170BV                                                                     06/17/97
                           DE03XC171AV                                                                     07/01/97
                           DE03XC173BV                                                                     07/01/97
                           DE03XC174BV                                                                     07/09/97
                           DE03XC176AV                                                                     05/21/97
                           DE03XC177AV                                                                     03/26/97
                           DE03XC178BV                                                                     07/16/97
                           DE03XC184BV                                                                     07/31/97
                           DE03XC185AV                                                                     01/23/97
                           DE03XC186AV                                                                     05/02/97
                           DE03XC193BV                                                                     07/02/97
                           DE03XC194AV                                                                     05/22/97
                           DE03XC195AV                                                                     06/20/97
                           DE03XC199AV                                                                     04/16/97
                           DE03XC205AV                                                                     06/23/97
                           DE03XC208AV                                                                     08/07/97
                           DE03XC211BV                                                                     07/26/97
                           DE03XC217AV                                                                     07/31/97
                           DE03XC221AV                                                                     06/06/97
                           DE03XC227AV                                                                     04/04/97
                           DE03XC230AV                                                                     07/29/97
                           DE03XC237AV                                                                     05/12/97


<PAGE>



                           DE03XC238AV                                                                     04/30/97
                           DE03XC241AV                                                                     05/27/97
                           DE03XC243AV                                                                     06/25/97
                           DE03XC246AV                                                                     06/23/97
                           DE03XC113BV                                                                     05/06/97
                           DE03XC024BV                                                                     10/14/97
                           DE03XC026AV                                                                     07/26/97
                           DE03XC028CV                                                                     08/26/97
                           DE03XC029AV                                                                     08/08/97
                           DE03XC030AV                                                                     10/28/97
                           DE03XC031AV                                                                     10/13/97
                           DE03XC032AV                                                                     10/29/97
                           DE03XC033BV                                                                     06/04/97
                           DE03XC035AV                                                                     06/10/97
                           DE03XC041AV                                                                     10/14/97
                           DE03XC047AV                                                                     08/20/97
                           DE03XC057AV                                                                     09/25/97
                           DE03XC062AV                                                                     12/09/97
                           DE03XC064AV                                                                     10/27/97
                           DE03XC070BV                                                                     08/22/97
                           DE03XC077AV                                                                     08/01/97
                           DE03XC078AV                                                                     09/18/97
                           DE03XC088AV                                                                     08/21/97
                           DE03XC089XV                                                                     01/05/98
                           DE03XC091AV                                                                     07/22/97
                           DE03XC093BV                                                                     10/20/97
                           DE03XC099AV                                                                     11/26/97
                           DE03XC101AV                                                                     01/12/98
                           DE03XC106AV                                                                     08/06/97
                           DE03XC108BV                                                                     08/21/97
                           DE03XC109AV                                                                     08/20/97
                           DE03XC110AV                                                                     10/07/97
                           DE03XC111AV                                                                     07/30/97
                           DE03XC114BV                                                                     08/29/97
                           DE03XC119AV                                                                     08/29/97
                           DE03XC121BV                                                                     01/05/98
                           DE03XC122AV                                                                     07/18/97
                           DE03XC123BV                                                                     10/21/97
                           DE03XC124BV                                                                     08/26/97
                           DE03XC125BV                                                                     10/20/97
                           DE03XC126AV                                                                     08/27/97
                           DE03XC128AV                                                                     09/19/97
                           DE03XC129BV                                                                     08/27/97
                           DE03XC135BV                                                                     09/08/97


<PAGE>



                           DE03XC139AV                                                                     09/30/97
                           DE03XC148AV                                                                     10/04/97
                           DE03XC152BV                                                                     10/13/97
                           DE03XC165AV                                                                     10/02/97
                           DE03XC172AV                                                                     10/30/97
                           DE03XC175XV                                                                     09/15/97
                           DE03XC179AV                                                                     09/22/97
                           DE03XC187AV                                                                     09/30/97
                           DE03XC188BV                                                                     01/07/98
                           DE03XC190BV                                                                     11/21/97
                           DE03XC191BV                                                                     07/28/97
                           DE03XC192BV                                                                     06/20/97
                           DE03XC196AV                                                                     12/12/97
                           DE03XC201AV                                                                     08/06/97
                           DE03XC202AV                                                                     08/25/97
                           DE03XC203AV                                                                     09/12/97
                           DE03XC206BV                                                                     07/02/97
                           DE03XC207BV                                                                     10/29/97
                           DE03XC210AV                                                                     08/02/97
                           DE03XC212BV                                                                     10/01/97
                           DE03XC213AV                                                                     12/23/97
                           DE03XC215AV                                                                     09/02/97
                           DE03XC216AV                                                                     10/13/97
                           DE03XC219BV                                                                     07/27/97
                           DE03XC220AV                                                                     07/29/97
                           DE03XC222AV                                                                     10/01/97
                           DE03XC223BV                                                                     11/17/97
                           DE03XC226AV                                                                     07/30/97
                           DE03XC229AV                                                                     09/02/97
                           DE03XC232BV                                                                     09/08/97
                           DE03XC233AV                                                                     10/04/97
                           DE03XC236BV                                                                     10/30/97
                           DE03XC239AV                                                                     11/24/97
                           DE03XC244BV                                                                     08/25/97
                           DE03XC247AV                                                                     09/17/97
                       ---------------------------------------------------------------------------------------------------
                                                                                                              170

        Fresno              FS03XC256V                                                                     10/02/96
                            FS03XC257V                                                                     10/09/96
                            FS03XC259V                                                                     10/02/96
                            FS03XC260V                                                                     10/14/96
                            FS03XC261V                                                                     10/14/96
                            FS03XC263V                                                                     10/09/96


<PAGE>



                            FS03XC264V                                                                     07/15/96
                            FS03XC265V                                                                     07/14/96
                            FS03XC266V                                                                     07/08/96
                            FS03XC267V                                                                     07/08/96
                            FS03XC271V                                                                     10/03/96
                            FS03XC272V                                                                     07/14/96
                            FS03XC273V                                                                     07/14/96
                            FS03XC274V                                                                     07/15/96
                            FS03XC275V                                                                     08/23/96
                            FS03XC276V                                                                     10/03/96
                            FS03XC278V                                                                     10/01/96
                            FS03XC279V                                                                     10/10/96
                            FS03XC283V                                                                     09/30/96
                            FS03XC284V                                                                     09/30/96
                            FS03XC285V                                                                     10/24/96
                            FS03XC286V                                                                     07/05/96
                            FS03XC287V                                                                     08/03/96
                            FS03XC288V                                                                     07/15/96
                            FS03XC291V                                                                     07/05/96
                            FS03XC292V                                                                     10/01/96
                            FS03XC293V                                                                     08/24/96
                       ---------------------------------------------------------------------------------------------------
                                                                                                              27

       Hartford             CT03XC001V                                                                     06/05/97
                            CT03XC002V                                                                     12/20/96
                            CT03XC004V                                                                     02/21/97
                            CT03XC010V                                                                     08/07/97
                            CT03XC012V                                                                     06/17/97
                            CT03XC013V                                                                     08/07/97
                            CT03XC018V                                                                     06/09/97
                            CT03XC025V                                                                     03/12/97
                            CT03XC026V                                                                     04/29/97
                            CT03XC034V                                                                     06/19/97
                            CT03XC042V                                                                     07/03/97
                            CT03XC045V                                                                     03/04/97
                            CT03XC046V                                                                     07/25/97
                            CT03XC051V                                                                     12/04/96
                            CT03XC053V                                                                     06/06/97
                            CT03XC054V                                                                     05/06/97
                            CT03XC055V                                                                     08/05/97
                            CT03XC056V                                                                     07/09/97
                            CT03XC057V                                                                     04/17/97
                            CT03XC058V                                                                     02/14/97


<PAGE>



                            CT03XC060V                                                                     02/21/97
                            CT03XC061V                                                                     02/13/97
                            CT03XC062V                                                                     07/16/97
                            CT03XC063V                                                                     06/11/97
                            CT03XC064V                                                                     02/24/97
                            CT03XC065V                                                                     04/08/97
                            CT03XC066V                                                                     04/03/97
                            CT03XC067V                                                                     08/14/97
                            CT03XC069V                                                                     06/27/97
                            CT03XC070V                                                                     04/11/97
                            CT03XC074V                                                                     08/13/97
                            CT03XC075V                                                                     06/06/97
                            CT03XC076V                                                                     04/23/97
                            CT03XC078V                                                                     04/11/97
                            CT03XC081V                                                                     06/16/97
                            CT03XC082V                                                                     02/13/97
                            CT03XC083V                                                                     04/23/97
                            CT03XC084V                                                                     07/03/97
                            CT03XC086V                                                                     04/16/97
                            CT03XC090V                                                                     04/30/97
                            CT03XC091V                                                                     06/12/97
                            CT03XC092V                                                                     06/12/97
                           CT03XC093V*1                                                                    08/20/97
                            CT03XC095V                                                                     02/28/97
                            CT03XC096V                                                                     02/18/97
                            CT03XC097V                                                                     02/18/97
                            CT03XC098V                                                                     03/21/97
                            CT03XC104V                                                                     07/02/97
                            CT03XC111V                                                                     04/29/97
                            CT03XC120V                                                                     07/28/97
                            CT03XC153V                                                                     06/16/97
                            CT03XC157V                                                                     12/04/96
                            CT03XC162V                                                                     06/04/97
                            CT03XC168V                                                                     06/20/97
                            CT03XC169V                                                                     07/15/97
                            CT03XC201V                                                                     02/19/97
                            CT03XC202V                                                                     02/24/97
                            CT03XC204V                                                                     04/30/97
                            CT03XC206V                                                                     02/24/97
                            CT03XC220V                                                                     07/15/97
                           CT03XC221V*1                                                                    08/05/97
                            CT03XC223V                                                                     04/06/97
                            CT03XC224V                                                                     06/18/97


<PAGE>



                            CT03XC227V                                                                     06/18/97
                            CT03XC251V                                                                     08/05/97
                            CT03XC325V                                                                     06/03/97
                            CT03XC326V                                                                     08/14/97
                            CT03XC331V                                                                     03/04/97
                            CT03XC332V                                                                     04/21/97
                            CT03XC340V                                                                     05/28/97
                            CT03XC341V                                                                     04/18/97
                            CT03XC348V                                                                     06/14/97
                            CT03XC352V                                                                     05/16/97
                            CT03XC355V                                                                     06/17/97
                            CT03XC366V                                                                     04/09/97
                            CT03XC370V                                                                     06/10/97
                            CT03XC372V                                                                     04/21/97
                            CT03XC378V                                                                     04/28/97
                            CT03XC381V                                                                     04/18/97
                            CT03XC003V                                                                     11/18/97
                            CT03XC006V                                                                     10/28/97
                            CT03XC007V                                                                     11/08/97
                            CT03XC008V                                                                     11/05/97
                            CT03XC009V                                                                     11/05/97
                            CT03XC011V                                                                     12/20/97
                            CT03XC021V                                                                     11/17/97
                            CT03XC038V                                                                     09/04/97
                            CT03XC039V                                                                     11/14/97
                            CT03XC040V                                                                     11/25/97
                            CT03XC043V                                                                     06/13/97
                            CT03XC044V                                                                     09/04/97
                            CT03XC049V                                                                     08/11/97
                            CT03XC071V                                                                     09/17/97
                            CT03XC088V                                                                     12/19/97
                            CT03XC106V                                                                     12/01/97
                           CT03XC151V*2                                                                    11/06/97
                            CT03XC156V                                                                     11/19/97
                            CT03XC171V                                                                     11/12/97
                            CT03XC172V                                                                     09/02/97
                            CT03XC181V                                                                     11/10/97
                            CT03XC205V                                                                     06/27/97
                            CT03XC208V                                                                     08/04/97
                           CT03XC211V*2                                                                    12/02/97
                            CT03XC225V                                                                     06/18/97
                            CT03XC226V                                                                     08/13/97
                            CT03XC229V                                                                     08/13/97


<PAGE>



                            CT03XC327V                                                                     12/24/97
                            CT03XC334V                                                                     11/25/97
                            CT03XC337V                                                                     12/12/97
                           CT03XC349V*1                                                                    11/21/97
                            CT03XC350V                                                                     09/03/97
                            CT03XC353V                                                                     09/16/97
                            CT03XC371V                                                                     12/10/97
                            CT03XC376V                                                                     12/04/97
                            CT03XC377V                                                                     12/10/97
                       ---------------------------------------------------------------------------------------------------
                                                                                                              115

     Long Island            NY07XC519V                                                                     09/04/97
                            NY07XC619V                                                                     09/04/97
                            NY07XC622V                                                                     09/08/97
                            NY07XC646V                                                                     08/20/97
                            NY07XC701V                                                                     08/01/97
                            NY07XC702V                                                                     07/29/97
                            NY07XC705V                                                                     09/07/97
                            NY07XC706V                                                                     06/12/97
                            NY07XC707V                                                                     09/04/97
                            NY07XC708V                                                                     08/20/97
                            NY07XC711V                                                                     09/04/97
                            NY07XC714V                                                                     08/01/97
                            NY07XC715V                                                                     06/17/97
                            NY07XC716V                                                                     08/01/97
                            NY07XC723V                                                                     09/10/97
                            NY07XC728V                                                                     07/29/97
                            NY07XC731V                                                                     09/24/97
                            NY07XC733V                                                                     06/17/97
                            NY07XC735V                                                                     06/12/97
                            NY07XC736V                                                                     06/12/97
                            NY07XC737V                                                                     09/07/97
                            NY07XC740V                                                                     07/29/97
                            NY07XC741V                                                                     08/20/97
                            NY07XC746V                                                                     08/01/97
                            NY07XC748V                                                                     08/29/97
                            NY07XC749V                                                                     06/12/97
                            NY07XC750V                                                                     09/08/97
                            NY07XC753V                                                                     06/17/97
                            NY07XC754V                                                                     09/04/97
                            NY07XC755V                                                                     09/17/97
                            NY07XC756V                                                                     08/20/97
                            NY07XC764V                                                                     09/24/97


<PAGE>



                            NY07XC766V                                                                     09/24/97
                            NY07XC768V                                                                     08/29/97
                            NY07XC769V                                                                     08/20/97
                            NY07XC771V                                                                     09/04/97
                            NY07XC773V                                                                     09/07/97
                            NY07XC774V                                                                     09/08/97
                            NY07XC776V                                                                     09/07/97
                            NY07XC777V                                                                     06/17/97
                            NY07XC778V                                                                     08/29/97
                            NY07XC784V                                                                     09/07/97
                            NY07XC787V                                                                     07/29/97
                            NY07XC604V                                                                     12/18/97
                            NY07XC703V                                                                     12/12/97
                            NY07XC713V                                                                     10/24/97
                            NY07XC770V                                                                     09/24/97
                            NY07XC782V                                                                     12/12/97
                            NY07XC783V                                                                     10/24/97
                       ---------------------------------------------------------------------------------------------------
                                                                                                              49

      Manhattan             NY04XC801V                                                                     01/24/97
                            NY04XC802V                                                                     01/14/97
                            NY04XC803V                                                                     01/15/97
                            NY04XC804V                                                                     01/21/97
                            NY04XC805V                                                                     01/17/97
                            NY04XC806V                                                                     01/21/97
                            NY04XC807V                                                                     01/07/97
                            NY04XC808V                                                                     01/31/97
                            NY04XC811V                                                                     01/21/97
                            NY04XC812V                                                                     01/21/97
                            NY04XC813V                                                                     01/16/97
                            NY04XC816V                                                                     12/30/96
                            NY04XC817V                                                                     01/10/97
                            NY04XC818V                                                                     01/16/97
                            NY04XC820V                                                                     02/20/97
                            NY04XC830V                                                                     03/20/97
                            NY04XC831V                                                                     01/07/97
                            NY04XC832V                                                                     03/05/97
                            NY04XC833V                                                                     04/13/97
                            NY04XC834V                                                                     02/13/97
                            NY04XC835V                                                                     01/10/97
                            NY04XC837V                                                                     02/18/97
                            NY04XC838V                                                                     01/13/97
                            NY04XC839V                                                                     01/29/97


<PAGE>



                            NY04XC840V                                                                     01/22/97
                            NY04XC842V                                                                     02/17/97
                            NY04XC843V                                                                     03/01/97
                            NY04XC844V                                                                     02/23/97
                            NY04XC845V                                                                     01/14/97
                            NY04XC850V                                                                     01/31/97
                            NY04XC851V                                                                     03/01/97
                            NY04XC852V                                                                     03/28/97
                            NY04XC853V                                                                     03/27/97
                            NY04XC854V                                                                     02/13/97
                            NY04XC856V                                                                     02/20/97
                            NY04XC857V                                                                     02/17/97
                            NY04XC859V                                                                     03/13/97
                            NY04XC860V                                                                     01/16/97
                            NY04XC865V                                                                     01/10/97
                            NY04XC866V                                                                     01/31/97
                            NY04XC867V                                                                     03/20/97
                            NY04XC868V                                                                     03/13/97
                            NY04XC869V                                                                     02/01/97
                            NY04XC870V                                                                     02/05/97
                            NY04XC871V                                                                     01/14/97
                            NY04XC872V                                                                     01/16/97
                            NY04XC875V                                                                     01/28/97
                            NY04XC877V                                                                     01/22/97
                            NY04XC880V                                                                     01/24/97
                            NY04XC881V                                                                     03/20/97
                            NY04XC882V                                                                     01/13/97
                            NY04XC888V                                                                     01/17/97
                            NY04XC891V                                                                     01/22/97
                            NY04XC893V                                                                     03/20/97
                            NY04XC894V                                                                     01/28/97
                            NY04XC895V                                                                     01/07/97
                            NY04XC898V                                                                     01/22/97
                            NY04XC809v                                                                     05/06/97
                            NY04XC810v                                                                     06/06/97
                            NY04XC814v                                                                     05/08/97
                            NY04XC824v                                                                     04/18/97
                            NY04XC836v                                                                     04/08/97
                            NY04XC846v                                                                     04/18/97
                            NY04XC855v                                                                     04/18/97
                            NY04XC862v                                                                     05/02/97
                            NY14XC923v                                                                     11/14/97
                            NY14XC922v                                                                     10/08/97


<PAGE>



                            NY14XC925v                                                                     12/18/97
                            NY14XC926v                                                                     11/15/97
                            NY14XC927v                                                                     11/20/97
                            NY14XC929v                                                                     11/20/97
                            NY04XC821V                                                                     01/31/97
                            NY04XC822V                                                                     01/29/97
                            NY04XC823V                                                                     01/31/97
                            NY04XC825V                                                                     02/03/97
                            NY04XC826V                                                                     02/11/97
                            NY04XC827V                                                                     02/11/97
                            NY04XC828V                                                                     03/03/97
                            NY04XC829V                                                                     03/03/97
                       ---------------------------------------------------------------------------------------------------
                                                                                                              79

      Milwaukee             ML03XC104V                                                                     06/27/96
                            ML03XC105V                                                                     10/17/96
                            ML03XC106V                                                                     10/28/96
                            ML03XC108V                                                                     09/26/96
                            ML03XC109V                                                                     07/29/96
                            ML03XC110V                                                                     09/20/96
                            ML03XC111V                                                                     09/25/96
                            ML03XC112V                                                                     09/25/96
                            ML03XC117V                                                                     11/07/96
                            ML03XC119V                                                                     09/16/96
                            ML03XC120V                                                                     09/10/96
                            ML03XC121V                                                                     10/21/96
                            ML03XC122V                                                                     07/31/96
                            ML03XC124V                                                                     08/22/96
                            ML03XC127V                                                                     09/03/96
                            ML03XC128V                                                                     10/02/96
                            ML03XC129V                                                                     08/15/96
                            ML03XC131V                                                                     09/19/96
                            ML03XC132V                                                                     11/04/96
                            ML03XC133V                                                                     09/20/96
                            ML03XC134V                                                                     07/31/96
                            ML03XC137V                                                                     09/18/96
                            ML03XC144V                                                                     11/05/96
                            ML03XC147V                                                                     09/13/96
                            ML03XC149V                                                                     11/27/96
                            ML03XC150V                                                                     09/13/96
                            ML03XC153V                                                                     11/15/96
                            ML03XC155V                                                                     09/24/96
                            ML03XC160V                                                                     10/31/96


<PAGE>



                            ML03XC162V                                                                     11/04/96
                            ML03XC170V                                                                     11/15/96
                            ML03XC172V                                                                     10/29/96
                            ML03XC173V                                                                     11/06/96
                            ML03XC174V                                                                     10/29/96
                            ML03XC175V                                                                     11/08/96
                            ML03XC205V                                                                     03/22/97
                            ML03XC206V                                                                     11/25/96
                            ML03XC211V                                                                     09/16/96
                            ML03XC219V                                                                     09/27/96
                            ML03XC220V                                                                     11/01/96
                            ML03XC223V                                                                     11/05/96
                            ML03XC240V                                                                     12/02/96
                            ML03XC255V                                                                     12/04/96
                            ML03XC276V                                                                     11/20/96
                            ML03XC302V                                                                     09/19/96
                            ML03XC303V                                                                     11/01/96
                            ML03XC304V                                                                     08/23/96
                            ML03XC307V                                                                     11/08/96
                            ML03XC507V                                                                     11/15/96
                            ML03XC510V                                                                     11/08/96
                            ML03XC512V                                                                     12/09/96
                            ML03XC515V                                                                     08/30/96
                            ML03XC517V                                                                     10/18/96
                       ---------------------------------------------------------------------------------------------------
                                                                                                              53

    New Hamp/Maine          NM03XC001V                                                                     02/21/97
                            NM03XC002V                                                                     03/04/97
                            NM03XC003V                                                                     03/04/97
                            NM03XC004V                                                                     02/25/97
                            NM03XC005V                                                                     03/25/97
                            NM03XC006V                                                                     01/23/97
                            NM03XC007V                                                                     03/03/97
                            NM03XC008V                                                                     01/22/97
                            NM03XC010V                                                                     01/14/97
                            NM03XC011V                                                                     03/11/97
                            NM03XC013V                                                                     12/23/96
                            NM03XC014V                                                                     03/10/97
                            NM03XC015V                                                                     03/15/97
                            NM03XC017V                                                                     04/22/97
                            NM03XC019V                                                                     03/08/97
                            NM03XC020V                                                                     02/12/97
                            NM03XC021V                                                                     03/06/97


<PAGE>



                            NM03XC022V                                                                     01/29/97
                            NM03XC023V                                                                     03/06/97
                            NM03XC024V                                                                     02/28/97
                            NM03XC025V                                                                     03/13/97
                            NM03XC026V                                                                     02/28/97
                            NM03XC027V                                                                     09/16/96
                            NM03XC028V                                                                     02/24/97
                            NM03XC029V                                                                     01/31/97
                            NM03XC037V                                                                     02/24/97
                            NM03XC039V                                                                     02/26/97
                            NM03XC040V                                                                     03/05/97
                            NM03XC041V                                                                     02/19/97
                            NM03XC042V                                                                     10/21/96
                            NM03XC043V                                                                     01/16/97
                            NM03XC044V                                                                     02/04/97
                            NM03XC045V                                                                     02/06/97
                            NM03XC047V                                                                     03/07/97
                            NM03XC048V                                                                     03/14/97
                            NM03XC049V                                                                     03/03/97
                            NM03XC050V                                                                     03/14/97
                            NM03XC052V                                                                     03/21/97
                            NM03XC053V                                                                     03/12/97
                            NM03XC056V                                                                     02/27/97
                            NM03XC057V                                                                     03/17/97
                            NM03XC058V                                                                     02/03/97
                            NM03XC069V                                                                     10/30/96
                            NM03XC059V                                                                     01/30/97
                            NM03XC060V                                                                     10/02/96
                            NM03XC061V                                                                     03/20/97
                            NM03XC062V                                                                     02/05/97
                            NM03XC065V                                                                     12/19/96
                            NM03XC066V                                                                     03/17/97
                            NM03XC067V                                                                     08/06/96
                            NM03XC068V                                                                     03/18/97
                            NM03XC070V                                                                     02/13/97
                            NM03XC071V                                                                     02/13/97
                            NM03XC072V                                                                     03/01/97
                            NM03XC009V                                                                     10/28/97
                            NM03XC012V                                                                     04/24/97
                            NM03XC016V                                                                     09/22/97
                            NM03XC038V                                                                     10/22/97
                            NM03XC046V                                                                     09/27/97
                            NM03XC051V                                                                     07/29/97


<PAGE>



                            NM03XC054V                                                                     11/07/97
                            NM03XC055V                                                                     05/29/97
                            NM03XC063V                                                                     05/21/97
                            NM03XC073V                                                                     07/29/97
                            NM03XC074V                                                                     03/19/97
                       ---------------------------------------------------------------------------------------------------
                                                                                                              65

      New Jersey            NY03XC001V                                                                     07/03/97
                            NY03XC003V                                                                     06/12/97
                            NY03XC008V                                                                     07/25/97
                            NY03XC009V                                                                     09/05/97
                            NY03XC010V                                                                     09/05/97
                            NY03XC013V                                                                     09/09/97
                            NY03XC018V                                                                     07/18/97
                            NY03XC021V                                                                     08/30/97
                            NY03XC022V                                                                     09/05/97
                            NY03XC023V                                                                     09/03/97
                            NY03XC024V                                                                     09/05/97
                            NY03XC027V                                                                     06/18/97
                            NY03XC035V                                                                     09/10/97
                            NY03XC040V                                                                     06/13/97
                            NY03XC041V                                                                     08/29/97
                            NY03XC042V                                                                     06/13/97
                            NY03XC043V                                                                     07/25/97
                            NY03XC044V                                                                     09/09/97
                            NY03XC046V                                                                     08/08/97
                            NY03XC050V                                                                     06/20/97
                            NY03XC055V                                                                     09/06/97
                            NY03XC057V                                                                     09/12/97
                            NY03XC060V                                                                     09/06/97
                            NY03XC072V                                                                     06/20/97
                            NY03XC074V                                                                     09/12/97
                            NY03XC075V                                                                     09/10/97
                            NY03XC077V                                                                     09/06/97
                            NY03XC078V                                                                     09/09/97
                            NY03XC081V                                                                     09/03/97
                            NY03XC083V                                                                     09/03/97
                            NY03XC094V                                                                     09/03/97
                            NY03XC096V                                                                     09/03/97
                            NY03XC098V                                                                     09/12/97
                            NY03XC100V                                                                     09/03/97
                            NY03XC104V                                                                     09/06/97
                            NY03XC105V                                                                     09/06/97


<PAGE>



                            NY03XC107V                                                                     09/06/97
                            NY03XC108V                                                                     09/06/97
                            NY03XC109V                                                                     09/12/97
                            NY03XC111V                                                                     09/06/97
                            NY03XC112V                                                                     06/18/97
                            NY03XC113V                                                                     09/06/97
                            NY03XC114V                                                                     09/10/97
                            NY03XC119V                                                                     09/08/97
                            NY03XC126V                                                                     06/13/97
                            NY03XC127V                                                                     09/10/97
                            NY03XC133V                                                                     08/27/97
                            NY03XC134V                                                                     09/03/97
                            NY03XC138V                                                                     08/30/97
                            NY03XC139V                                                                     08/29/97
                            NY03XC141V                                                                     08/29/97
                            NY03XC143V                                                                     09/30/97
                            NY03XC144V                                                                     09/12/97
                            NY03XC146V                                                                     08/30/97
                            NY03XC147V                                                                     08/30/97
                            NY03XC154V                                                                     09/04/96
                            NY03XC156V                                                                     07/18/97
                            NY03XC158V                                                                     08/29/97
                            NY03XC181V                                                                     08/08/97
                            NY03XC261V                                                                     09/08/97
                            NY03XC183V                                                                     08/15/97
                            NY03XC184V                                                                     07/03/97
                            NY03XC186V                                                                     07/25/97
                            NY03XC188V                                                                     08/15/97
                            NY03XC189V                                                                     08/08/97
                            NY03XC190V                                                                     07/03/97
                            NY03XC195V                                                                     09/06/97
                            NY03XC201V                                                                     09/09/97
                            NY03XC214V                                                                     08/15/97
                            NY03XC243V                                                                     09/09/97
                            NY03XC244V                                                                     09/09/97
                            NY03XC250V                                                                     08/27/97
                            NY03XC251V                                                                     10/01/97
                            NY03XC253V                                                                     09/03/97
                            NY03XC263V                                                                     08/27/97
                              BIL1#1                                                                       11/25/97
                            NY03XC032V                                                                     12/13/97
                            NY03XC059V                                                                     10/06/97
                            NY03XC071V                                                                     12/09/97


<PAGE>



                            NY03XC082V                                                                     10/01/97
                            NY03XC088V                                                                     10/06/97
                            NY03XC092V                                                                     12/23/97
                            NY03XC095V                                                                     12/23/97
                            NY03XC097V                                                                     10/01/97
                            NY03XC101V                                                                     12/09/97
                            NY03XC103V                                                                     12/09/97
                            NY03XC140V                                                                     12/16/97
                            NY03XC187V                                                                     12/19/97
                            NY03XC197V                                                                     12/08/97
                            NY03XC212V                                                                     10/17/97
                            NY03XC242V                                                                     11/24/97
                            NY03XC260V                                                                     12/13/97
                       ---------------------------------------------------------------------------------------------------
                                                                                                              92

     New York BBQ           NY04XC300V                                                                     02/06/97
                            NY04XC301V                                                                     02/04/97
                            NY04XC302V                                                                     02/14/97
                            NY04XC303V                                                                     02/24/97
                            NY04XC304V                                                                     02/06/97
                            NY04XC306V                                                                     02/14/97
                            NY04XC307V                                                                     02/06/97
                            NY04XC309V                                                                     02/07/97
                            NY04XC311V                                                                     02/07/97
                            NY04XC312V                                                                     02/14/97
                            NY04XC313V                                                                     02/14/97
                            NY04XC314V                                                                     02/23/97
                            NY04XC315V                                                                     02/14/97
                            NY04XC316V                                                                     02/06/97
                            NY04XC317V                                                                     02/07/97
                            NY04XC319V                                                                     02/23/97
                            NY04XC320V                                                                     03/13/97
                            NY04XC321V                                                                     03/13/97
                            NY04XC322V                                                                     02/14/97
                            NY04XC324V                                                                     02/06/97
                            NY04XC501V                                                                     03/05/97
                            NY04XC502V                                                                     02/25/97
                            NY04XC504V                                                                     02/12/97
                            NY04XC505V                                                                     03/13/97
                            NY04XC507V                                                                     03/19/97
                            NY04XC508V                                                                     02/18/97
                            NY04XC509V                                                                     02/25/97
                            NY04XC510V                                                                     02/22/97
                            NY04XC511V                                                                     02/18/97


<PAGE>



                            NY04XC512V                                                                     02/19/97
                            NY04XC513V                                                                     02/15/97
                            NY04XC514V                                                                     02/19/97
                            NY04XC518V                                                                     02/19/97
                            NY04XC520V                                                                     02/19/97
                            NY04XC521V                                                                     02/25/97
                            NY04XC522V                                                                     02/19/97
                            NY04XC523V                                                                     02/15/97
                            NY04XC525V                                                                     02/13/97
                            NY04XC527V                                                                     02/22/97
                            NY04XC528V                                                                     02/08/97
                            NY04XC529V                                                                     02/22/97
                            NY04XC530V                                                                     03/12/97
                            NY04XC531V                                                                     02/18/97
                            NY04XC533V                                                                     02/28/97
                            NY04XC540V                                                                     02/16/97
                            NY04XC544V                                                                     02/24/97
                            NY04XC601V                                                                     02/21/97
                            NY04XC603V                                                                     02/05/97
                            NY04XC607V                                                                     02/12/97
                            NY04XC609V                                                                     02/12/97
                            NY04XC610V                                                                     03/10/97
                            NY04XC614V                                                                     02/21/97
                            NY04XC615V                                                                     02/20/97
                            NY04XC617V                                                                     02/05/97
                            NY04XC618V                                                                     02/17/97
                            NY04XC620V                                                                     02/24/97
                            NY04XC621V                                                                     02/21/97
                            NY04XC623V                                                                     02/20/97
                            NY04XC624V                                                                     02/05/97
                            NY04XC625V                                                                     02/12/97
                            NY04XC626V                                                                     02/17/97
                            NY04XC628V                                                                     02/20/97
                            NY04XC631V                                                                     02/21/97
                            NY04XC633V                                                                     02/13/97
                            NY04XC634V                                                                     03/19/97
                            NY04XC636V                                                                     03/11/97
                            NY04XC637V                                                                     02/12/97
                            NY04XC639V                                                                     03/10/97
                            NY04XC640V                                                                     02/15/97
                            NY04XC641V                                                                     02/17/97
                            NY04XC642V                                                                     02/08/97
                            NY04XC644V                                                                     02/28/97


<PAGE>



                            NY04XC645V                                                                     02/08/97
                            NY04XC647V                                                                     03/19/97
                            NY04XC648V                                                                     02/21/97
                            NY04XC649V                                                                     03/15/97
                            NY04XC652V                                                                     03/13/97
                            NY04XC653V                                                                     02/05/97
                            NY04XC655V                                                                     02/28/97
                            NY04XC656V                                                                     02/08/97
                            NY04XC848V                                                                     02/07/97
                            NY04XC849V                                                                     02/04/97
                            NY05XC029V                                                                     04/30/97
                            NY05XC125V                                                                     11/09/97
                            NY05XC120V                                                                     05/06/97
                            NY05XC122V                                                                     09/08/97
                            NY05XC123V                                                                     06/08/97
                            NY05XC124V                                                                     05/23/97
                            NY05XC215V                                                                     05/06/97
                            NY05XC305V                                                                     05/08/97
                            NY05XC310V                                                                     08/22/97
                            NY05XC318V                                                                     04/08/97
                            NY05XC323V                                                                     06/07/97
                            NY05XC506V                                                                     07/09/97
                            NY05XC515V                                                                     05/14/97
                            NY05XC516V                                                                     07/09/97
                            NY05XC517V                                                                     12/08/97
                            NY05XC524V                                                                     05/02/97
                            NY05XC536V                                                                     05/14/97
                            NY05XC538V                                                                     08/01/97
                            NY05XC541V                                                                     05/14/97
                            NY05XC543V                                                                     04/07/97
                            NY05XC606V                                                                     11/14/97
                            NY05XC608V                                                                     05/13/97
                            NY05XC612V                                                                     07/09/97
                            NY05XC627V                                                                     04/07/97
                            NY05XC629V                                                                     04/07/97
                            NY05XC632V                                                                     06/26/97
                            NY05XC635V                                                                     07/18/97
                            NY05XC638V                                                                     06/26/97
                            NY15XC503V                                                                     11/15/97
                            NY15XC545V                                                                     12/11/97
                            NY15XC546V                                                                     12/11/97
                            NY15XC549V                                                                     11/21/97
                            NY15XC657V                                                                     11/21/97


<PAGE>



                            NY15XC658V                                                                     11/15/97
                            NY15XC659V                                                                     11/21/97
                       ---------------------------------------------------------------------------------------------------
                                                                                                              117

     Philadelphia           PL03XC001V                                                                     01/28/97
                            PL03XC002V                                                                     02/24/97
                            PL03XC003V                                                                     11/26/96
                            PL03XC004V                                                                     11/25/96
                            PL03XC005V                                                                     02/22/97
                            PL03XC006V                                                                     11/02/96
                            PL03XC007V                                                                     12/18/96
                            PL03XC008V                                                                     01/22/97
                            PL03XC009V                                                                     10/29/96
                            PL03XC011V                                                                     12/16/96
                            PL03XC012V                                                                     12/16/96
                            PL03XC013V                                                                     02/24/97
                            PL03XC014V                                                                     12/19/96
                            PL03XC015V                                                                     09/19/96
                            PL03XC016V                                                                     02/21/97
                            PL03XC017V                                                                     01/04/97
                            PL03XC018V                                                                     02/03/97
                            PL03XC019V                                                                     12/27/96
                            PL03XC021V                                                                     01/30/97
                            PL03XC022V                                                                     02/22/97
                            PL03XC026V                                                                     12/11/96
                            PL03XC028V                                                                     02/17/97
                            PL03XC030V                                                                     12/19/96
                            PL03XC031V                                                                     02/26/97
                            PL03XC032V                                                                     02/17/97
                            PL03XC033V                                                                     02/06/97
                            PL03XC034V                                                                     11/23/96
                            PL03XC035V                                                                     02/21/97
                            PL03XC036V                                                                     02/12/97
                            PL03XC037V                                                                     02/11/97
                            PL03XC038V                                                                     09/20/96
                            PL03XC039V                                                                     02/12/97
                            PL03XC042V                                                                     01/28/97
                            PL03XC046V                                                                     02/14/97
                            PL03XC047V                                                                     02/27/97
                            PL03XC049V                                                                     02/26/97
                            PL03XC050V                                                                     02/27/97
                            PL03XC051V                                                                     02/28/97
                            PL03XC058V                                                                     02/14/97
                            PL03XC059V                                                                     02/26/97


<PAGE>



                            PL03XC068V                                                                     02/12/97
                            PL03XC069V                                                                     02/21/97
                            PL03XC071V                                                                     02/26/97
                            PL03XC072V                                                                     02/10/97
                            PL03XC074V                                                                     02/19/97
                            PL03XC075V                                                                     02/27/97
                            PL03XC076V                                                                     01/16/97
                            PL03XC078V                                                                     02/28/97
                            PL03XC079V                                                                     02/27/97
                            PL03XC080V                                                                     12/31/96
                            PL03XC081V                                                                     01/29/97
                            PL03XC082V                                                                     02/15/97
                            PL03XC084V                                                                     02/28/97
                            PL03XC085V                                                                     02/28/97
                            PL03XC086V                                                                     03/04/97
                            PL03XC090V                                                                     02/21/97
                            PL03XC099V                                                                     02/28/97
                            PL03XC101V                                                                     02/24/97
                            PL03XC108V                                                                     02/06/97
                            PL03XC120V                                                                     03/14/97
                            PL03XC121V                                                                     02/18/97
                            PL03XC122V                                                                     02/11/97
                            PL03XC123V                                                                     02/11/97
                            PL03XC124V                                                                     12/11/96
                            PL03XC125V                                                                     03/03/97
                            PL03XC127V                                                                     02/22/97
                            PL03XC128V                                                                     03/01/97
                            PL03XC129V                                                                     12/13/96
                            PL03XC131V                                                                     12/27/96
                            PL03XC132V                                                                     02/28/97
                            PL03XC133V                                                                     12/17/96
                            PL03XC135V                                                                     02/27/97
                            PL03XC136V                                                                     02/19/97
                            PL03XC137V                                                                     02/20/97
                            PL03XC138V                                                                     12/30/96
                            PL03XC140V                                                                     03/05/97
                            PL03XC144V                                                                     02/10/97
                            PL03XC148V                                                                     02/28/97
                            PL03XC149V                                                                     02/26/97
                            PL03XC150V                                                                     02/28/97
                            PL03XC151V                                                                     12/02/96
                            PL03XC152V                                                                     02/26/97
                            PL03XC153V                                                                     02/27/97


<PAGE>



                            PL03XC154V                                                                     01/30/97
                            PL03XC157V                                                                     12/23/96
                            PL03XC159V                                                                     01/15/97
                            PL03XC160V                                                                     12/17/96
                            PL03XC162V                                                                     02/28/97
                            PL03XC163V                                                                     02/06/97
                            PL03XC165V                                                                     02/28/97
                            PL03XC168V                                                                     01/30/97
                            PL03XC170V                                                                     02/24/97
                            PL03XC171V                                                                     02/13/97
                            PL03XC179V                                                                     02/24/97
                            PL03XC183V                                                                     03/14/97
                            PL03XC196V                                                                     02/14/97
                            PL03XC197V                                                                     11/22/96
                            PL03XC198V                                                                     01/09/97
                            PL03XC200V                                                                     02/13/97
                            PL03XC029V                                                                     05/14/97
                            PL03XC203V                                                                     02/20/97
                            PL03XC207V                                                                     03/07/97
                            PL03XC209V                                                                     05/20/96
                            PL03XC219V                                                                     02/05/97
                            PL03XC223V                                                                     03/04/97
                            PL03XC224V                                                                     03/20/97
                            PL03XC225V                                                                     01/31/97
                            PL03XC226V                                                                     02/03/97
                            PL03XC229V                                                                     02/04/97
                            PL03XC232V                                                                     03/06/97
                            PL03XC234V                                                                     03/06/97
                            PL03XC236V                                                                     02/26/97
                            PL03XC237V                                                                     03/14/97
                            PL03XC239V                                                                     02/26/97
                            PL03XC247V                                                                     12/19/96
                            PL03XC248V                                                                     02/13/97
                            PL03XC250V                                                                     01/19/97
                            PL03XC251V                                                                     02/28/97
                            PL03XC258V                                                                     02/27/97
                            PL03XC259V                                                                     02/21/97
                            PL03XC263V                                                                     02/25/97
                            PL03XC024V                                                                     04/15/97
                            PL03XC027V                                                                     03/13/97
                            PL03XC043V                                                                     09/02/97
                            PL03XC044V                                                                     10/23/97
                            PL03XC052V                                                                     10/24/97


<PAGE>



                            PL03XC055V                                                                     05/14/97
                            PL03XC057V                                                                     05/14/97
                            PL03XC064V                                                                     09/18/97
                            PL03XC066V                                                                     03/31/97
                            PL03XC077V                                                                     03/20/97
                            PL03XC083V                                                                     03/14/97
                            PL03XC093V                                                                     05/08/97
                            PL03XC096V                                                                     10/28/97
                            PL03XC097V                                                                     10/28/97
                            PL03XC100V                                                                     09/30/97
                            PL03XC105V                                                                     06/25/97
                            PL03XC107V                                                                     10/22/97
                            PL03XC113V                                                                     03/21/97
                            PL03XC114V                                                                     12/26/97
                            PL03XC116V                                                                     04/21/97
                            PL03XC134V                                                                     10/22/97
                            PL03XC141V                                                                     04/17/97
                            PL03XC142V                                                                     06/20/97
                            PL03XC143V                                                                     06/20/97
                            PL03XC145V                                                                     12/15/97
                            PL03XC146V                                                                     06/16/97
                            PL03XC155V                                                                     09/02/97
                            PL03XC156V                                                                     07/01/97
                            PL03XC158V                                                                     03/26/97
                            PL03XC161V                                                                     06/27/97
                            PL03XC164V                                                                     11/25/97
                            PL03XC166V                                                                     03/26/97
                            PL03XC167V                                                                     10/23/97
                            PL03XC172V                                                                     06/03/97
                            PL03XC173V                                                                     05/28/97
                            PL03XC174V                                                                     10/13/97
                            PL03XC175V                                                                     03/21/97
                            PL03XC176V                                                                     06/20/97
                            PL03XC177V                                                                     09/30/97
                            PL03XC182V                                                                     08/25/97
                            PL03XC187V                                                                     10/24/97
                            PL03XC202V                                                                     09/25/97
                            PL03XC205V                                                                     04/15/97
                            PL03XC206V                                                                     11/20/97
                            PL03XC214V                                                                     07/16/97
                            PL03XC215V                                                                     08/06/97
                            PL03XC216V                                                                     12/05/97
                            PL03XC227V                                                                     03/21/97


<PAGE>



                            PL03XC230V                                                                     04/10/97
                            PL03XC233V                                                                     10/24/97
                            PL03XC243V                                                                     09/16/97
                            PL03XC244V                                                                     05/20/97
                            PL03XC245V                                                                     05/20/97
                            PL03XC246V                                                                     07/08/97
                            PL03XC249V                                                                     09/22/97
                            PL03XC252V                                                                     12/23/97
                            PL03XC253V                                                                     06/20/97
                            PL03XC255V                                                                     05/17/97
                            PL03XC256V                                                                     11/21/97
                            PL03XC265V                                                                     12/15/97
                            PL01XC094V                                                                     01/09/98
                            PL01XC102V                                                                     12/26/97
                            PL01XC192V                                                                     01/09/98
                            PL01XC268V                                                                     01/05/98
                            PL01XC270V                                                                     12/12/98
                       ---------------------------------------------------------------------------------------------------
                                                                                                              186

       Phoenix              PH03XC001V                                                                     02/08/97
                            PH03XC002V                                                                     01/13/97
                            PH03XC003V                                                                     03/03/97
                            PH03XC004V                                                                     04/25/97
                            PH03XC005V                                                                     03/06/97
                            PH03XC007V                                                                     03/10/97
                            PH03XC008V                                                                     04/10/97
                            PH03XC012V                                                                     04/14/97
                            PH03XC013V                                                                     03/10/97
                            PH03XC014V                                                                     01/10/97
                            PH03XC015V                                                                     01/04/97
                            PH03XC037V                                                                     04/17/97
                            PH03XC038V                                                                     03/11/97
                            PH03XC039V                                                                     04/08/97
                            PH03XC040V                                                                     03/07/97
                            PH03XC041V                                                                     05/02/97
                            PH03XC042V                                                                     04/11/97
                            PH03XC045V                                                                     03/24/97
                            PH03XC046V                                                                     04/09/97
                            PH03XC047V                                                                     04/29/97
                            PH03XC048V                                                                     04/28/97
                            PH03XC051V                                                                     04/28/97
                            PH03XC049V                                                                     04/10/97
                            PH03XC050V                                                                     04/21/97


<PAGE>



                            PH03XC052V                                                                     05/28/97
                            PH03XC053V                                                                     04/16/97
                            PH03XC054V                                                                     04/22/97
                            PH03XC055V                                                                     03/27/97
                            PH03XC056V                                                                     04/15/97
                            PH03XC060V                                                                     03/24/97
                            PH03XC061V                                                                     04/29/97
                            PH03XC062V                                                                     05/06/97
                            PH03XC063V                                                                     04/22/97
                            PH03XC078V                                                                     03/27/97
                            PH03XC079V                                                                     03/25/97
                            PH03XC080V                                                                     03/06/97
                            PH03XC081V                                                                     03/04/97
                            PH03XC082V                                                                     04/18/97
                            PH03XC083V                                                                     05/01/97
                            PH03XC084V                                                                     05/01/97
                            PH03XC085V                                                                     04/17/97
                            PH03XC086V                                                                     03/04/97
                            PH03XC087V                                                                     03/01/97
                            PH03XC091V                                                                     04/23/97
                            PH03XC092V                                                                     03/10/97
                            PH03XC093V                                                                     04/18/97
                            PH03XC094V                                                                     05/02/97
                            PH03XC095V                                                                     04/22/97
                            PH03XC096V                                                                     04/02/97
                            PH03XC097V                                                                     04/07/97
                            PH03XC098V                                                                     03/07/97
                            PH03XC099V                                                                     04/23/97
                            PH03XC100V                                                                     04/04/97
                            PH03XC101V                                                                     04/10/97
                            PH03XC102V                                                                     04/28/97
                            PH03XC103V                                                                     03/20/97
                            PH03XC179V                                                                     05/23/97
                            PH03XC104V                                                                     03/26/97
                            PH03XC106V                                                                     12/12/96
                            PH03XC107V                                                                     04/09/97
                            PH03XC108V                                                                     04/14/97
                            PH03XC109V                                                                     04/07/97
                            PH03XC111V                                                                     04/09/97
                            PH03XC112V                                                                     04/10/97
                            PH03XC114V                                                                     02/27/97
                            PH03XC115V                                                                     04/29/97
                            PH03XC120V                                                                     02/27/97


<PAGE>



                            PH03XC121V                                                                     03/27/97
                            PH03XC122V                                                                     03/25/97
                            PH03XC123V                                                                     03/04/97
                            PH03XC126V                                                                     02/26/97
                            PH03XC127V                                                                     04/01/97
                            PH03XC129V                                                                     04/11/97
                            PH03XC130V                                                                     05/22/97
                            PH03XC131V                                                                     04/26/97
                            PH03XC132V                                                                     04/10/97
                            PH03XC133V                                                                     05/23/97
                            PH03XC135V                                                                     04/26/97
                            PH03XC136V                                                                     04/03/97
                            PH03XC137V                                                                     04/11/97
                            PH03XC138V                                                                     04/10/97
                            PH03XC139V                                                                     02/26/97
                            PH03XC141V                                                                     04/14/97
                            PH03XC142V                                                                     05/02/97
                            PH03XC143V                                                                     03/14/97
                            PH03XC144V                                                                     02/24/97
                            PH03XC145V                                                                     04/04/97
                            PH03XC146V                                                                     05/02/97
                            PH03XC147V                                                                     02/24/97
                            PH03XC148V                                                                     04/17/97
                            PH03XC149V                                                                     04/15/97
                            PH03XC150V                                                                     05/01/97
                            PH03XC151V                                                                     04/14/97
                            PH03XC152V                                                                     04/15/97
                            PH03XC153V                                                                     02/24/97
                            PH03XC156V                                                                     04/18/97
                            PH03XC159V                                                                     05/02/97
                            PH03XC160V                                                                     04/24/97
                            PH03XC161V                                                                     03/26/97
                            PH03XC166V                                                                     04/30/97
                            PH03XC168V                                                                     04/10/97
                            PH03XC169V                                                                     04/29/97
                            PH03XC170V                                                                     04/29/97
                            PH03XC171V                                                                     04/26/97
                            PH03XC172V                                                                     02/25/97
                            PH03XC173V                                                                     04/25/97
                            PH03XC174V                                                                     04/17/97
                            PH03XC177V                                                                     05/01/97
                            PH03XC182V                                                                     06/06/97
                            PH03XC184V                                                                     04/29/97


<PAGE>



                            PH03XC193V                                                                     04/26/97
                            PH03XC194V                                                                     02/01/97
                            PH03XC200V                                                                     04/22/97
                            PH03XC201V                                                                     02/15/97
                            PH03XC236V                                                                     04/28/97
                            PH03XC245V                                                                     04/22/97
                            PH03XC246V                                                                     05/01/97
                            PH03XC057V                                                                     09/24/97
                            PH03XC090V                                                                     10/23/97
                            PH03XC105V                                                                     07/18/97
                            PH03XC125V                                                                     10/28/97
                            PH03XC165V                                                                     10/23/97
                            PH03XC175V                                                                     10/23/97
                            PH03XC178V                                                                     10/24/97
                            PH03XC181V                                                                     11/04/97
                            PH03XC186V                                                                     10/27/97
                            PH03XC235V                                                                     10/28/97
                            PH03XC242V                                                                     11/01/97
                            PH03XC247V                                                                     12/19/97
                            PH03XC248V                                                                     11/24/97
                            PH03XC249V                                                                     12/19/97
                            PH03XC250V                                                                     09/19/97
                            PH03XC252V                                                                     10/23/97
                       ---------------------------------------------------------------------------------------------------
                                                                                                              133

      Pittsburgh            PT03XC002V                                                                     09/12/96
                            PT03XC003V                                                                     11/08/96
                            PT03XC008V                                                                     12/05/96
                            PT03XC009V                                                                     11/19/96
                            PT03XC012V                                                                     11/07/96
                            PT03XC013V                                                                     11/04/96
                            PT03XC014V                                                                     11/22/96
                            PT03XC015V                                                                     11/22/96
                            PT03XC016V                                                                     11/29/96
                            PT03XC017V                                                                     11/22/96
                            PT03XC018V                                                                     11/26/96
                            PT03XC019V                                                                     11/20/96
                            PT03XC020V                                                                     08/29/96
                            PT03XC023V                                                                     09/12/96
                            PT03XC024V                                                                     11/06/96
                            PT03XC025V                                                                     10/18/96
                            PT03XC026V                                                                     11/07/96
                            PT03XC027V                                                                     11/16/96


<PAGE>



                            PT03XC031V                                                                     10/31/96
                            PT03XC028V                                                                     11/20/96
                            PT03XC029V                                                                     09/13/96
                            PT03XC034V                                                                     11/19/96
                            PT03XC037V                                                                     11/30/96
                            PT03XC038V                                                                     11/04/96
                            PT03XC041V                                                                     10/29/96
                            PT03XC043V                                                                     06/26/96
                            PT03XC044V                                                                     11/08/96
                            PT03XC045V                                                                     12/07/96
                            PT03XC046V                                                                     11/06/96
                            PT03XC048V                                                                     10/31/96
                            PT03XC053V                                                                     11/12/96
                            PT03XC055V                                                                     11/16/96
                            PT03XC056V                                                                     11/09/96
                            PT03XC058V                                                                     10/16/96
                            PT03XC061V                                                                     11/06/96
                            PT03XC062V                                                                     12/04/96
                            PT03XC063V                                                                     12/02/96
                            PT03XC064V                                                                     11/13/96
                            PT03XC065V                                                                     12/16/96
                            PT03XC066V                                                                     11/18/96
                            PT03XC067V                                                                     11/20/96
                            PT03XC072V                                                                     09/11/96
                            PT03XC101V                                                                     11/21/96
                            PT03XC102V                                                                     11/12/96
                            PT03XC104V                                                                     07/11/96
                            PT03XC105V                                                                     10/15/96
                            PT03XC107V                                                                     09/11/96
                            PT03XC109V                                                                     11/30/96
                            PT03XC110V                                                                     11/14/96
                            PT03XC113V                                                                     12/13/96
                            PT03XC114V                                                                     12/05/96
                            PT03XC115V                                                                     11/14/96
                            PT03XC117V                                                                     11/06/96
                            PT03XC118V                                                                     11/25/96
                            PT03XC122V                                                                     10/16/96
                            PT03XC124V                                                                     09/12/96
                            PT03XC126V                                                                     10/15/96
                            PT03XC128V                                                                     11/26/96
                            PT03XC130V                                                                     10/10/96
                            PT03XC131V                                                                     10/29/96
                            PT03XC132V                                                                     10/15/96


<PAGE>



                            PT03XC133V                                                                     11/25/96
                            PT03XC136V                                                                     10/14/96
                            PT03XC142V                                                                     10/14/96
                            PT03XC143V                                                                     12/09/96
                            PT03XC144V                                                                     10/18/96
                            PT03XC145V                                                                     09/12/96
                            PT03XC147V                                                                     11/21/96
                            PT03XC149V                                                                     11/07/96
                            PT03XC150V                                                                     11/22/96
                            PT03XC152V                                                                     12/13/96
                            PT03XC155V                                                                     10/18/96
                            PT03XC157V                                                                     12/05/96
                            PT03XC162V                                                                     11/13/96
                            PT03XC163V                                                                     11/30/96
                            PT03XC202V                                                                     10/29/96
                            PT03XC203V                                                                     11/14/96
                            PT03XC204V                                                                     11/23/96
                            PT03XC205V                                                                     11/09/96
                            PT03XC206V                                                                     11/29/96
                            PT03XC207V                                                                     12/02/96
                            PT03XC208V                                                                     11/14/96
                            PT03XC209V                                                                     11/30/96
                            PT03XC212V                                                                     12/06/96
                            PT03XC213V                                                                     12/04/96
                            PT03XC214V                                                                     11/20/96
                            PT03XC215V                                                                     10/23/96
                            PT03XC216V                                                                     11/25/96
                            PT03XC217V                                                                     11/21/96
                            PT03XC218V                                                                     11/25/96
                            PT03XC219V                                                                     09/13/96
                            PT03XC220V                                                                     11/04/96
                            PT03XC221V                                                                     10/14/96
                            PT03XC222V                                                                     11/08/96
                            PT03XC224V                                                                     11/14/96
                            PT03XC225V                                                                     11/23/96
                            PT03XC226V                                                                     10/15/96
                            PT03XC227V                                                                     10/23/96
                            PT03XC228V                                                                     11/06/96
                            PT03XC229V                                                                     11/08/96
                            PT03XC231V                                                                     11/23/96
                            PT03XC232V                                                                     11/09/96
                            PT03XC233V                                                                     11/26/96
                            PT03XC234V                                                                     11/14/96


<PAGE>



                            PT03XC235V                                                                     10/22/96
                            PT03XC236V                                                                     10/23/96
                            PT03XC237V                                                                     10/17/96
                            PT03XC238V                                                                     12/06/96
                            PT03XC239V                                                                     10/22/96
                            PT03XC240V                                                                     08/29/96
                            PT03XC241V                                                                     11/15/96
                            PT03XC242V                                                                     12/03/96
                            PT03XC243V                                                                     11/27/96
                            PT03XC244V                                                                     12/04/96
                            PT03XC245V                                                                     11/23/96
                            PT03XC246V                                                                     11/23/96
                            PT03XC247V                                                                     12/02/96
                            PT03XC248V                                                                     11/20/96
                            PT03XC249V                                                                     11/27/96
                            PT03XC250V                                                                     10/17/96
                            PT03XC251V                                                                     10/23/96
                            PT03XC252V                                                                     10/22/96
                            PT03XC256V                                                                     11/30/96
                            PT03XC257V                                                                     10/14/96
                            PT03XC261V                                                                     09/13/96
                            PT03XC262V                                                                     11/21/96
                            PT03XC264V                                                                     10/16/96
                            PT03XC265V                                                                     12/09/96
                            PT03XC270V                                                                     11/21/96
                            PT03XC271V                                                                     10/16/96
                            PT03XC408V                                                                     11/19/96
                            PT03XC409V                                                                     12/11/96
                            PT03XC001V                                                                     04/03/97
                            PT03XC011V                                                                     07/22/97
                            PT03XC030V                                                                     08/15/97
                            PT03XC033V                                                                     01/31/97
                            PT03XC040V                                                                     08/14/97
                            PT03XC051V                                                                     10/23/97
                            PT03XC057V                                                                     01/31/97
                            PT03XC069V                                                                     09/10/97
                            PT03XC070V                                                                     03/24/97
                            PT03XC071V                                                                     12/23/96
                            PT03XC073V                                                                     12/16/96
                            PT03XC111V                                                                     01/31/97
                            PT03XC112V                                                                     12/14/96
                            PT03XC116V                                                                     01/31/97
                            PT03XC119V                                                                     09/04/97


<PAGE>



                            PT03XC120V                                                                     09/18/97
                            PT03XC125V                                                                     01/31/97
                            PT03XC129V                                                                     10/29/96
                            PT03XC135V                                                                     06/17/97
                            PT03XC138V                                                                     06/18/97
                            PT03XC141V                                                                     12/13/96
                            PT03XC146V                                                                     01/31/97
                            PT03XC148V                                                                     01/07/97
                            PT03XC153V                                                                     12/17/96
                            PT03XC158V                                                                     05/02/97
                            PT03XC159V                                                                     04/08/97
                            PT03XC160V                                                                     12/23/96
                            PT03XC161V                                                                     12/11/96
                            PT03XC164V                                                                     02/07/97
                            PT03XC165V                                                                     06/16/97
                            PT03XC167V                                                                     07/18/97
                            PT03XC211V                                                                     06/19/97
                            PT03XC223V                                                                     05/23/97
                            PT03XC254V                                                                     04/11/97
                            PT03XC255V                                                                     08/14/97
                            PT03XC263V                                                                     01/31/97
                            PT03XC266V                                                                     01/21/97
                            PT03XC267V                                                                     01/31/97
                            PT03XC268V                                                                     11/21/96
                            PT03XC275V                                                                     01/07/98
                            PT03XC276V                                                                     07/30/97
                            PT03XC278V                                                                     04/21/97
                            PT03XC401V                                                                     08/07/97
                            PT03XC402V                                                                     09/15/97
                            PT03XC403V                                                                     07/17/97
                            PT03XC404V                                                                     03/07/97
                            PT03XC405V                                                                     07/31/97
                            PT03XC406V                                                                     07/08/97
                            PT03XC407V                                                                     07/16/97
                            PT13XC103v                                                                     06/16/97
                            PT13XC170v                                                                     08/01/97
                       ---------------------------------------------------------------------------------------------------
                                                                                                              183

       Portland             PO03XC001V                                                                     08/23/96
                            PO03XC002V                                                                     08/29/96
                            PO03XC003V                                                                     08/17/96
                            PO03XC004V                                                                     08/17/96
                            PO03XC005V                                                                     08/17/96


<PAGE>



                            PO03XC006V                                                                     06/14/96
                            PO03XC007V                                                                     10/19/96
                            PO03XC008V                                                                     11/06/96
                            PO03XC010V                                                                     09/16/96
                            PO03XC011V                                                                     09/11/96
                            PO03XC014V                                                                     08/24/96
                            PO03XC015V                                                                     11/12/96
                            PO03XC016V                                                                     11/06/96
                            PO03XC017V                                                                     10/23/96
                            PO03XC018V                                                                     11/06/96
                            PO03XC019V                                                                     10/17/96
                            PO03XC020V                                                                     11/08/96
                            PO03XC021V                                                                     10/22/96
                            PO03XC022V                                                                     10/07/96
                            PO03XC023V                                                                     09/04/96
                            PO03XC026V                                                                     09/13/96
                            PO03XC027V                                                                     09/16/96
                            PO03XC028V                                                                     10/18/96
                            PO03XC029V                                                                     09/04/96
                            PO03XC030V                                                                     10/23/96
                            PO03XC031V                                                                     09/03/96
                            PO03XC032V                                                                     09/03/96
                            PO03XC033V                                                                     10/17/96
                            PO03XC034V                                                                     10/16/96
                            PO03XC035V                                                                     10/01/96
                            PO03XC036V                                                                     10/26/96
                            PO03XC037V                                                                     11/06/96
                            PO03XC038V                                                                     10/21/96
                            PO03XC039V                                                                     09/25/96
                            PO03XC040V                                                                     10/26/96
                            PO03XC041V                                                                     09/13/96
                            PO03XC042V                                                                     10/03/96
                            PO03XC043V                                                                     10/10/96
                            PO03XC044V                                                                     11/06/96
                            PO03XC046V                                                                     10/29/96
                            PO03XC047V                                                                     09/18/96
                            PO03XC048V                                                                     08/28/96
                            PO03XC049V                                                                     11/06/96
                            PO03XC050V                                                                     09/12/96
                            PO03XC051V                                                                     09/13/96
                            PO03XC052V                                                                     10/25/96
                            PO03XC053V                                                                     11/27/96
                            PO03XC054V                                                                     07/15/96


<PAGE>



                            PO03XC055V                                                                     11/27/96
                            PO03XC056V                                                                     08/29/96
                            PO03XC057V                                                                     10/07/96
                            PO03XC058V                                                                     10/26/96
                            PO03XC059V                                                                     11/01/96
                            PO03XC060V                                                                     11/29/96
                            PO03XC061V                                                                     10/09/96
                            PO03XC062V                                                                     11/25/96
                            PO03XC063V                                                                     10/22/96
                            PO03XC064V                                                                     11/13/96
                            PO03XC065V                                                                     10/29/96
                            PO03XC066V                                                                     11/13/96
                            PO03XC067V                                                                     11/05/96
                            PO03XC068V                                                                     11/18/96
                            PO03XC069V                                                                     11/29/96
                            PO03XC070V                                                                     11/13/96
                            PO03XC071V                                                                     09/26/96
                            PO03XC072V                                                                     08/28/96
                            PO03XC073V                                                                     08/24/96
                            PO03XC074V                                                                     09/09/96
                            PO03XC076V                                                                     10/02/96
                            PO03XC077V                                                                     09/09/96
                            PO03XC078V                                                                     10/18/96
                            PO03XC079V                                                                     08/30/96
                            PO03XC080V                                                                     09/13/96
                            PO03XC081V                                                                     09/09/96
                            PO03XC082V                                                                     08/16/96
                            PO03XC083V                                                                     09/11/96
                            PO03XC084V                                                                     10/30/96
                            PO03XC086V                                                                     10/08/96
                            PO03XC087V                                                                     10/08/96
                            PO03XC090V                                                                     10/11/96
                            PO03XC094V                                                                     10/11/96
                            PO03XC095V                                                                     10/18/96
                            PO03XC096V                                                                     10/21/96
                            PO03XC097V                                                                     08/30/96
                            PO03XC098V                                                                     11/02/96
                            PO03XC099V                                                                     10/21/96
                            PO03XC100V                                                                     08/30/96
                            PO03XC101V                                                                     10/08/96
                            PO03XC102V                                                                     10/08/96
                            PO03XC104V                                                                     10/08/96
                            PO03XC105V                                                                     09/30/96


<PAGE>



                            PO03XC106V                                                                     11/05/96
                            PO03XC107V                                                                     10/31/96
                            PO03XC113V                                                                     09/03/96
                            PO03XC114V                                                                     08/28/96
                            PO03XC115V                                                                     10/31/96
                            PO03XC116V                                                                     10/23/96
                            PO03XC118V                                                                     08/28/96
                            PO03XC119V                                                                     11/18/96
                            PO03XC120V                                                                     11/14/96
                            PO03XC122V                                                                     09/11/96
                            PO03XC123V                                                                     10/10/96
                            PO03XC124V                                                                     10/24/96
                            PO03XC125V                                                                     11/11/96
                            PO03XC126V                                                                     10/24/96
                            PO03XC128V                                                                     11/14/96
                            PO03XC129V                                                                     10/24/96
                            PO03XC130V                                                                     10/16/96
                            PO03XC132V                                                                     10/18/96
                            PO03XC139V                                                                     09/30/96
                            PO03XC012V                                                                     03/18/97
                            PO03XC013V                                                                     12/02/96
                            PO03XC045V                                                                     12/16/96
                            PO03XC103V                                                                     10/30/96
                            PO03XC108V                                                                     10/30/96
                            PO03XC112V                                                                     02/05/97
                            PO03XC117V                                                                     12/07/96
                            PO03XC127V                                                                     12/16/96
                            PO03XC134V                                                                     02/20/97
                            PO03XC085V                                                                     07/09/97
                            PO03XC143V                                                                     11/13/97
                            PO03XC144V                                                                     10/14/97
                            PO03XC203V                                                                     08/14/97
                            PO03XC204V                                                                     11/20/97
                            PO03XC205V                                                                     11/11/97
                            PO03XC207V                                                                     11/20/97
                            PO03XC208V                                                                     08/25/97
                            PO03XC211V                                                                     09/17/97
                            PO03XC213V                                                                     08/20/97
                            PO03XC214V                                                                     09/26/97
                            PO03XC215V                                                                     08/20/97
                            PO03XC216V                                                                     11/13/97
                            PO03XC217V                                                                     08/20/97
                            PO03XC218V                                                                     08/20/97


<PAGE>



                            PO03XC220V                                                                     09/18/97
                            PO03XCCOWV                                                                     06/24/97
                            PO03XCTOYV                                                                     10/10/97
                       ---------------------------------------------------------------------------------------------------
                                                                                                              137

      Rochester             BU04XC001V                                                                     11/22/96
                            BU04XC002V                                                                     11/13/96
                            BU04XC003V                                                                     12/11/96
                            BU04XC005V                                                                     10/16/96
                            BU04XC006V                                                                     12/18/96
                            BU04XC008V                                                                     01/07/97
                            BU04XC010V                                                                     12/20/96
                            BU04XC014V                                                                     12/18/96
                            BU04XC018V                                                                     01/29/97
                            BU04XC019V                                                                     12/18/96
                            BU04XC020V                                                                     02/03/97
                            BU04XC021V                                                                     11/13/96
                            BU04XC023V                                                                     12/04/96
                            BU04XC024V                                                                     01/06/97
                            BU04XC029V                                                                     12/06/96
                            BU04XC030V                                                                     12/11/96
                            BU04XC032V                                                                     11/22/96
                            BU04XC041V                                                                     11/13/96
                            BU04XC042V                                                                     01/07/97
                            BU04XC043V                                                                     01/08/97
                            BU04XC045V                                                                     06/30/96
                            BU04XC052V                                                                     12/18/96
                            BU04XC056V                                                                     12/11/96
                            BU04XC058V                                                                     12/13/96
                            BU04XC065V                                                                     01/08/97
                            BU04XC066V                                                                     12/13/96
                            BU04XC067V                                                                     01/06/97
                            BU04XC074V                                                                     01/07/97
                            BU04XC077V                                                                     12/04/96
                            BU04XC078V                                                                     12/06/96
                            BU04XC079V                                                                     12/20/96
                            BU04XC081V                                                                     01/06/97
                            BU04XC085V                                                                     01/06/97
                            BU04XC088V                                                                     12/13/96
                            BU04XC093V                                                                     01/08/97
                            BU04XC098V                                                                     12/04/96
                            BU04XC099V                                                                     02/03/97
                            BU04XC100V                                                                     01/29/97
                            BU04XC101V                                                                     01/08/97


<PAGE>



                            BU04XC102V                                                                     12/13/96
                            BU04XC104V                                                                     12/04/96
                            BU04XC114V                                                                     12/18/96
                            BU04XC115V                                                                     12/11/96
                            BU04XC116V                                                                     12/16/96
                            BU04XC119V                                                                     12/04/96
                            BU04XC120V                                                                     12/20/96
                            BU04XC121V                                                                     01/07/97
                            BU04XC004V                                                                     07/25/97
                            BU04XC007V                                                                     05/15/97
                            BU04XC011V                                                                     02/28/97
                            BU04XC013V                                                                     06/09/97
                            BU04XC015V                                                                     05/23/97
                            BU04XC016V                                                                     12/10/97
                            BU04XC017V                                                                     06/20/97
                            BU04XC022V                                                                     09/24/97
                            BU04XC026V                                                                     09/24/97
                            BU04XC027V                                                                     08/21/97
                            BU04XC031V                                                                     10/28/97
                            BU04XC033V                                                                     12/19/97
                            BU04XC035V                                                                     06/20/97
                            BU04XC036V                                                                     06/20/97
                            BU04XC037V                                                                     07/25/97
                            BU04XC038V                                                                     08/08/97
                            BU04XC040V                                                                     07/08/97
                            BU04XC044V                                                                     06/18/97
                            BU04XC047V                                                                     10/28/97
                            BU04XC048V                                                                     07/25/97
                            BU04XC049V                                                                     07/18/97
                            BU04XC050V                                                                     08/21/97
                            BU04XC051V                                                                     06/18/97
                            BU04XC054V                                                                     08/21/97
                            BU04XC055V                                                                     10/28/97
                            BU04XC062V                                                                     08/21/97
                            BU04XC063V                                                                     07/25/97
                            BU04XC064V                                                                     03/21/97
                            BU04XC068V                                                                     04/18/97
                            BU04XC069V                                                                     06/18/97
                            BU04XC071V                                                                     08/08/97
                            BU04XC072V                                                                     10/28/97
                            BU04XC073V                                                                     05/23/97
                            BU04XC076V                                                                     02/28/97
                            BU04XC080V                                                                     03/21/97


<PAGE>



                            BU04XC083V                                                                     04/11/97
                            BU04XC084V                                                                     05/23/97
                            BU04XC086V                                                                     03/27/97
                            BU04XC087V                                                                     03/20/97
                            BU04XC089V                                                                     11/04/97
                            BU04XC090V                                                                     04/23/97
                            BU04XC091V                                                                     08/28/97
                            BU04XC094V                                                                     08/28/97
                            BU04XC096V                                                                     04/23/97
                            BU04XC097V                                                                     08/28/97
                            BU04XC106V                                                                     12/19/97
                            BU04XC107V                                                                     02/28/97
                            BU04XC109V                                                                     08/13/97
                            BU04XC110V                                                                     05/15/97
                            BU04XC111V                                                                     09/24/97
                            BU04XC112V                                                                     08/22/97
                            BU04XC113V                                                                     08/21/97
                            BU04XC117V                                                                     09/24/97
                            BU04XC118V                                                                     08/08/97
                       ---------------------------------------------------------------------------------------------------
                                                                                                              101

      Sacramento            FN04XC002                                                                      01/13/97
                            FN04XC003                                                                      01/13/97
                            FN04XC005                                                                      04/08/97
                            FN04XC006                                                                      03/13/97
                            FN04XC008                                                                      01/17/97
                            FN04XC009                                                                      01/15/97
                            FN04XC010                                                                      03/06/97
                            FN04XC011                                                                      02/03/97
                            FN04XC013                                                                      01/23/97
                            FN04XC016                                                                      02/22/97
                            FN04XC017                                                                      03/07/97
                            FN04XC020                                                                      02/27/97
                            FN04XC021                                                                      02/18/97
                            FN04XC022                                                                      02/28/97
                            FN04XC023                                                                      03/12/97
                            FN04XC024                                                                      01/09/97
                            FN04XC025                                                                      02/27/97
                            FN04XC026                                                                      03/07/97
                            FN04XC027                                                                      03/01/97
                            FN04XC028                                                                      04/08/97
                            FN04XC029                                                                      01/09/97
                            FN04XC030                                                                      03/14/97


<PAGE>



                            FN04XC031                                                                      03/07/97
                            FN04XC032                                                                      02/08/97
                            FN04XC034                                                                      02/04/97
                            FN04XC035                                                                      02/28/97
                            FN04XC036                                                                      02/12/97
                            FN04XC037                                                                      02/11/97
                            FN04XC039                                                                      01/15/97
                            FN04XC041                                                                      01/21/97
                            FN04XC043                                                                      03/13/97
                            FN04XC044                                                                      02/27/97
                            FN04XC048                                                                      01/14/97
                            FN04XC055                                                                      01/21/97
                            FN04XC057                                                                      04/08/97
                            FN04XC058                                                                      02/28/97
                            FN04XC062                                                                      04/08/97
                            FN04XC079                                                                      03/06/97
                            FN04XC081                                                                      03/21/97
                            FN04XC085                                                                      03/11/97
                            FN04XC088                                                                      02/05/97
                            FN04XC102                                                                      04/11/97
                            FN04XC107                                                                      04/11/97
                            FN04XC110                                                                      01/16/97
                            FN04XC113                                                                      03/07/97
                            FN04XC114                                                                      01/20/97
                            FN04XC115                                                                      12/18/96
                            FN04XC116                                                                      01/20/97
                            FN04XC120                                                                      01/16/97
                            FN04XC224                                                                      01/22/97
                            FN04XC233                                                                      03/10/97
                            FN04XC001                                                                      08/08/97
                            FN04XC007                                                                      05/16/97
                            FN04XC012                                                                      02/03/97
                            FN04XC015                                                                      08/22/97
                            FN04XC018                                                                      04/16/97
                            FN04XC019                                                                      06/30/97
                            FN04XC038                                                                      04/24/97
                            FN04XC040                                                                      08/18/97
                            FN04XC042                                                                      07/15/97
                            FN04XC052                                                                      12/16/97
                            FN04XC049                                                                      04/10/97
                            FN04XC050                                                                      06/25/97
                            FN04XC051                                                                      04/15/97
                            FN04XC053                                                                      04/10/97


<PAGE>



                            FN04XC054                                                                      05/16/97
                            FN04XC061                                                                      10/24/97
                            FN04XC063                                                                      04/01/97
                            FN04XC064                                                                      03/06/97
                            FN04XC071                                                                      04/24/97
                            FN04XC075                                                                      05/20/97
                            FN04XC080                                                                      02/05/97
                            FN04XC082                                                                      02/19/97
                            FN04XC084                                                                      05/16/97
                            FN04XC089                                                                      07/15/97
                            FN04XC101                                                                      05/30/97
                            FN04XC103                                                                      04/10/97
                            FN04XC104                                                                      06/07/97
                            FN04XC105                                                                      09/04/97
                            FN04XC108                                                                      07/25/97
                            FN04XC109                                                                      07/25/97
                            FN04XC112                                                                      06/25/97
                            FN04XC117                                                                      12/01/97
                            FN04XC118                                                                      04/22/97
                            FN04XC121                                                                      05/30/97
                            FN04XC122                                                                      05/02/97
                            FN04XC225                                                                      07/03/97
                       ---------------------------------------------------------------------------------------------------
                                                                                                              87

    Salt Lake City          SL03XC102V                                                                     10/31/96
                            SL03XC104V                                                                     10/21/96
                            SL03XC106V                                                                     10/21/96
                            SL03XC108V                                                                     11/12/96
                            SL03XC110V                                                                     11/13/96
                            SL03XC112V                                                                     12/02/96
                            SL03XC114V                                                                     11/12/96
                            SL03XC118V                                                                     10/09/96
                            SL03XC120V                                                                     10/23/96
                            SL03XC122V                                                                     11/13/96
                            SL03XC124V                                                                     11/13/96
                            SL03XC126V                                                                     11/05/96
                            SL03XC128V                                                                     11/08/96
                            SL03XC130V                                                                     11/12/96
                            SL03XC132V                                                                     12/11/96
                            SL03XC134V                                                                     09/11/96
                            SL03XC136V                                                                     11/13/96
                            SL03XC140V                                                                     11/05/96
                            SL03XC142V                                                                     11/20/96


<PAGE>



                            SL03XC144V                                                                     09/05/96
                            SL03XC146V                                                                     10/16/96
                            SL03XC148V                                                                     11/05/96
                            SL03XC150V                                                                     11/15/96
                            SL03XC152V                                                                     11/14/96
                            SL03XC154V                                                                     11/12/96
                            SL03XC158V                                                                     10/31/96
                            SL03XC162V                                                                     11/13/96
                            SL03XC164V                                                                     11/12/96
                            SL03XC166V                                                                     11/20/96
                            SL03XC168V                                                                     10/28/96
                            SL03XC170V                                                                     11/04/96
                            SL03XC174V                                                                     11/05/96
                            SL03XC178V                                                                     11/12/96
                            SL03XC182V                                                                     11/08/96
                            SL03XC184V                                                                     11/11/96
                            SL03XC188V                                                                     11/08/96
                            SL03XC192V                                                                     11/11/96
                            SL03XC204V                                                                     11/11/96
                            SL03XC206V                                                                     09/13/96
                            SL03XC208V                                                                     10/04/96
                            SL03XC210V                                                                     11/15/96
                            SL03XC212V                                                                     11/06/96
                            SL03XC214V                                                                     12/05/96
                            SL03XC216V                                                                     09/20/96
                            SL03XC218V                                                                     10/04/96
                            SL03XC220V                                                                     10/22/96
                            SL03XC222V                                                                     11/14/96
                            SL03XC224V                                                                     12/12/96
                            SL03XC228V                                                                     11/06/96
                            SL03XC230V                                                                     11/13/96
                            SL03XC232V                                                                     11/02/96
                            SL03XC234V                                                                     09/13/96
                            SL03XC236V                                                                     10/29/96
                            SL03XC238V                                                                     12/12/96
                            SL03XC242V                                                                     10/29/96
                            SL03XC244V                                                                     07/01/96
                            SL03XC246V                                                                     10/29/96
                            SL03XC248V                                                                     11/14/96
                            SL03XC250V                                                                     11/21/96
                            SL03XC258V                                                                     10/14/96
                            SL03XC260V                                                                     10/31/96
                            SL03XC270V                                                                     11/21/96


<PAGE>



                            SL03XC272V                                                                     10/10/96
                            SL03XC274V                                                                     12/04/96
                            SL03XC280V                                                                     11/11/96
                            SL03XC282V                                                                     11/11/96
                            SL03XC284V                                                                     10/14/96
                            SL03XC286V                                                                     11/22/96
                            SL03XC292V                                                                     10/24/96
                            SL03XC294V                                                                     11/22/96
                            SL03XC304V                                                                     12/02/96
                            SL03XC306V                                                                     11/26/96
                            SL03XC310V                                                                     11/14/96
                            SL03XC312V                                                                     12/02/96
                            SL03XC314V                                                                     11/26/96
                            SL03XC402V                                                                     12/06/96
                            SL03XC404V                                                                     09/12/96
                            SL03XC406V                                                                     11/01/96
                            SL03XC410V                                                                     11/07/96
                            SL03XC412V                                                                     11/01/96
                            SL03XC416V                                                                     11/18/96
                            SL03XC420V                                                                     11/18/96
                            SL03XC422V                                                                     11/18/96
                            SL03XC424V                                                                     12/06/96
                            SL03XC426V                                                                     11/22/96
                            SL03XC428V                                                                     12/14/96
                            SL03XC430V                                                                     10/25/96
                            SL03XC432V                                                                     12/07/96
                            SL03XC436V                                                                     10/25/96
                            SL03XC438V                                                                     11/22/96
                            SL03XC440V                                                                     10/15/96
                            SL03XC442V                                                                     11/22/96
                            SL03XC444V                                                                     10/02/96
                            SL03XC446V                                                                     10/03/96
                            SL03XC448V                                                                     10/02/96
                            SL03XC450V                                                                     10/15/96
                            SL03XC452V                                                                     10/15/96
                            SL03XC454V                                                                     09/12/96
                            SL03XC456V                                                                     11/04/96
                            SL03XC458V                                                                     11/04/96
                            SL03XC010V                                                                     03/07/97
                            SL03XC138V                                                                     06/30/97
                            SL03XC156V                                                                     05/12/97
                            SL03XC160V                                                                     07/22/97
                            SL03XC172V                                                                     05/15/97


<PAGE>



                            SL03XC176V                                                                     03/12/97
                            SL03XC180V                                                                     07/22/97
                            SL03XC186V                                                                     03/04/97
                            SL03XC190V                                                                     09/22/97
                            SL03XC194V                                                                     08/22/97
                            SL03XC202V                                                                     06/06/97
                            SL03XC240V                                                                     04/24/97
                            SL03XC252V                                                                     03/10/97
                            SL03XC254V                                                                     03/07/97
                            SL03XC256V                                                                     12/14/96
                            SL03XC262V                                                                     05/27/97
                            SL03XC268V                                                                     04/22/97
                            SL03XC276V                                                                     06/26/97
                            SL03XC278V                                                                     04/24/97
                            SL03XC288V                                                                     06/16/97
                            SL03XC290V                                                                     12/06/96
                            SL03XC296V                                                                     01/30/97
                            SL03XC298V                                                                     07/21/97
                            SL03XC300V                                                                     06/24/97
                            SL03XC302V                                                                     07/23/97
                            SL03XC308V                                                                     08/22/97
                            SL03XC408V                                                                     02/13/97
                            SL03XC414V                                                                     02/03/97
                            SL03XC418V                                                                     02/10/97
                            SL03XC434V                                                                     09/08/97
                            SL0XC574V                                                                      11/19/97
                            SL0XC605V                                                                      12/16/97
                            SL0XC609V                                                                      12/17/97
                            SL0XC610V                                                                      12/17/97
                       ---------------------------------------------------------------------------------------------------
                                                                                                              134

   San Francisco N          FN03XC001                                                                      07/29/97
                            FN03XC002                                                                      01/28/97
                            FN03XC003                                                                      02/11/97
                            FN03XC004                                                                      02/20/97
                            FN03XC005                                                                      01/23/97
                            FN03XC006                                                                      01/08/97
                            FN03XC007                                                                      01/23/97
                            FN03XC008                                                                      02/11/97
                            FN03XC009                                                                      01/23/97
                            FN03XC010                                                                      04/18/97
                            FN03XC011                                                                      05/12/97
                            FN03XC012                                                                      01/08/97


<PAGE>



                            FN03XC013                                                                      12/09/96
                            FN03XC015                                                                      01/24/97
                            FN03XC016                                                                      04/25/97
                            FN03XC017                                                                      12/09/96
                            FN03XC018                                                                      01/08/97
                            FN03XC019                                                                      01/23/97
                            FN03XC021                                                                      07/16/97
                            FN03XC022                                                                      05/27/97
                            FN03XC023                                                                      05/12/97
                            FN03XC024                                                                      07/18/97
                            FN03XC025                                                                      06/10/97
                            FN03XC026                                                                      03/19/97
                            FN03XC027                                                                      02/24/97
                            FN03XC028                                                                      07/01/96
                            FN03XC030                                                                      06/26/97
                            FN03XC032                                                                      03/05/97
                            FN03XC033                                                                      06/25/97
                            FN03XC034                                                                      01/14/97
                            FN03XC039                                                                      02/06/97
                            FN03XC043                                                                      08/07/97
                            FN03XC045                                                                      01/28/97
                            FN03XC047                                                                      06/12/97
                            FN03XC048                                                                      08/07/97
                            FN03XC049                                                                      12/09/96
                            FN03XC050                                                                      06/23/97
                            FN03XC051                                                                      07/17/97
                            FN03XC052                                                                      05/08/97
                            FN03XC053                                                                      07/18/97
                            FN03XC054                                                                      07/18/97
                            FN03XC056                                                                      01/28/97
                            FN03XC057                                                                      04/11/97
                            FN03XC058                                                                      03/19/97
                            FN03XC059                                                                      01/23/97
                            FN03XC060                                                                      01/08/97
                            FN03XC062                                                                      08/05/97
                            FN03XC063                                                                      03/05/97
                            FN03XC064                                                                      05/12/97
                            FN03XC065                                                                      06/10/97
                            FN03XC066                                                                      07/18/97
                            FN03XC068                                                                      12/09/96
                            FN03XC069                                                                      01/23/97
                            FN03XC070                                                                      02/06/97
                            FN03XC072                                                                      03/19/97


<PAGE>



                            FN03XC073                                                                      05/08/97
                            FN03XC077                                                                      02/20/97
                            FN03XC078                                                                      02/18/97
                            FN03XC079                                                                      03/05/97
                            FN03XC084                                                                      01/08/97
                            FN03XC085                                                                      03/19/97
                            FN03XC088                                                                      02/06/97
                            FN03XC089                                                                      06/26/97
                            FN03XC091                                                                      08/07/97
                            FN03XC092                                                                      03/06/97
                            FN03XC102                                                                      04/18/97
                            FN03XC103                                                                      06/09/97
                            FN03XC104                                                                      07/29/97
                            FN03XC105                                                                      07/18/97
                            FN03XC106                                                                      04/11/97
                            FN03XC107                                                                      03/21/97
                            FN03XC108                                                                      06/25/97
                            FN03XC109                                                                      06/25/97
                            FN03XC110                                                                      01/14/97
                            FN03XC113                                                                      04/11/97
                            FN03XC114                                                                      07/03/97
                            FN03XC116                                                                      01/08/97
                            FN03XC117                                                                      04/11/97
                            FN03XC120                                                                      01/08/97
                            FN03XC121                                                                      07/17/97
                            FN03XC123                                                                      03/21/97
                            FN03XC124                                                                      02/06/97
                            FN03XC125                                                                      02/18/97
                            FN03XC126                                                                      06/26/97
                            FN03XC128                                                                      02/20/97
                            FN03XC129                                                                      01/14/97
                            FN03XC130                                                                      12/10/96
                            FN03XC132                                                                      02/20/97
                            FN03XC133                                                                      01/08/97
                            FN03XC134                                                                      01/14/97
                            FN03XC135                                                                      07/22/97
                            FN03XC136                                                                      12/10/96
                            FN03XC138                                                                      07/29/97
                            FN03XC139                                                                      06/09/97
                            FN03XC140                                                                      01/28/97
                            FN03XC142                                                                      12/10/96
                            FN03XC143                                                                      08/08/97
                            FN03XC144                                                                      03/21/97


<PAGE>



                            FN03XC145                                                                      07/03/97
                            FN03XC148                                                                      12/10/96
                            FN03XC152                                                                      07/18/97
                            FN03XC156                                                                      03/21/97
                            FN03XC158                                                                      07/29/97
                            FN03XC159                                                                      01/28/97
                            FN03XC160                                                                      02/06/97
                            FN03XC162                                                                      12/10/96
                            FN03XC166                                                                      07/17/97
                            FN03XC167                                                                      08/07/97
                            FN03XC168                                                                      01/22/97
                            FN03XC170                                                                      02/06/97
                            FN03XC171                                                                      04/18/97
                            FN03XC172                                                                      03/05/97
                            FN03XC174                                                                      06/25/97
                            FN03XC252                                                                      05/30/97
                            FN03XC253                                                                      01/16/97
                            FN03XC254                                                                      07/24/97
                            FN03XC256                                                                      04/17/97
                            FN03XC257                                                                      08/12/97
                            FN03XC258                                                                      04/17/97
                            FN03XC260                                                                      02/21/97
                            FN03XC261                                                                      04/10/97
                            FN03XC262                                                                      04/10/97
                            FN03XC263                                                                      02/21/97
                            FN03XC268                                                                      07/24/97
                            FN03XC274                                                                      02/28/97
                            FN03XC305                                                                      05/30/97
                            FN03XC310                                                                      01/16/97
                            FN03XC311                                                                      01/16/97
                            FN03XC312                                                                      01/16/97
                            FN03XC314                                                                      02/14/97
                            FN03XC315                                                                      03/28/97
                            FN03XC316                                                                      07/24/97
                            FN03XC318                                                                      02/13/97
                            FN03XC326                                                                      02/14/97
                            FN03XC328                                                                      06/23/97
                            FN03XC329                                                                      04/17/97
                            FN03XC332                                                                      03/28/97
                            FN03XC334                                                                      01/16/97
                            FN03XC335                                                                      02/14/97
                            FN03XC340                                                                      04/17/97
                            FN03XC341                                                                      07/24/97


<PAGE>



                            FN03XC344                                                                      03/28/97
                            FN03XC345                                                                      04/25/97
                            FN03XC347                                                                      02/28/97
                            FN03XC350                                                                      05/30/97
                            FN03XC351                                                                      02/14/97
                            FN03XC014                                                                      10/24/97
                            FN03XC031                                                                      09/08/97
                            FN03XCOW1                                                                      08/13/98
                            FN03XC042                                                                      08/27/97
                            FN03XC044                                                                      11/04/97
                            Fn03XC090                                                                      12/15/97
                            FN03XC112                                                                      12/15/97
                            FN03XC154                                                                      12/15/97
                            FN03XC157                                                                      09/03/97
                            FN03XC165                                                                      07/17/97
                            FN03XC267                                                                      09/22/97
                            FN03XC307                                                                      12/04/97
                            FN03XC342                                                                      06/23/97
                            FN03XCOW2                                                                      08/13/98
                            FN03XCOW3                                                                      08/13/98
                            FN03XCOW4                                                                      08/13/98


<PAGE>



                            FN03XCOW5                                                                      08/13/98
                            FN03XCOW6                                                                      08/13/98
                       ---------------------------------------------------------------------------------------------------
                                                                                                              164

   San Francisco S          FS04XC000                                                                      04/28/97
                            FS04XC001                                                                      07/09/97
                            FS04XC003                                                                      05/28/97
                            FS04XC006                                                                      03/27/97
                            FS04XC007                                                                      05/12/97
                            FS04XC008                                                                      05/23/97
                            FS04XC009                                                                      07/30/97
                            FS04XC010                                                                      06/27/97
                            FS04XC011                                                                      02/28/97
                            FS04XC012                                                                      06/24/97
                            FS04XC013                                                                      03/26/97
                            FS04XC014                                                                      06/26/97
                            FS04XC015                                                                      03/14/97
                            FS04XC016                                                                      06/28/97
                            FS04XC017                                                                      03/14/97
                            FS04XC019                                                                      03/26/97
                            FS04XC020                                                                      07/23/97
                            FS04XC021                                                                      06/27/97
                            FS04XC022                                                                      04/18/97
                            FS04XC023                                                                      02/19/97
                            FS04XC027                                                                      07/23/97
                            FS04XC028                                                                      07/25/97
                            FS04XC030                                                                      05/28/97
                            FS04XC032                                                                      07/12/97
                            FS04XC033                                                                      05/23/97
                            FS04XC034                                                                      05/13/97
                            FS04XC035                                                                      06/20/97
                            FS04XC036                                                                      07/30/97
                            FS04XC037                                                                      02/10/97
                            FS04XC038                                                                      03/27/97
                            FS04XC041                                                                      06/24/97
                            FS04XC042                                                                      05/09/97
                            FS04XC043                                                                      02/20/97
                            FS04XC045                                                                      05/09/97
                            FS04XC046                                                                      08/01/97
                            FS04XC047                                                                      07/23/97
                            FS04XC049                                                                      05/27/97
                            FS04XC050                                                                      03/14/97


<PAGE>



                            FS04XC051                                                                      02/18/97
                            FS04XC052                                                                      06/12/97
                            FS04XC053                                                                      08/05/97
                            FS04XC054                                                                      03/28/97
                            FS04XC055                                                                      06/05/97
                            FS04XC056                                                                      08/01/97
                            FS04XC057                                                                      03/21/97
                            FS04XC061                                                                      05/29/97
                            FS04XC062                                                                      05/09/97
                            FS04XC063                                                                      07/23/97
                            FS04XC064                                                                      03/14/97
                            FS04XC067                                                                      07/23/97
                            FS04XC068                                                                      05/29/97
                            FS04XC069                                                                      08/07/97
                            FS04XC070                                                                      04/30/97
                            FS04XC071                                                                      02/27/97
                            FS04XC072                                                                      03/28/97
                            FS04XC073                                                                      08/01/97
                            FS04XC075                                                                      03/28/97
                            FS04XC076                                                                      02/27/97
                            FS04XC077                                                                      07/18/97
                            FS04XC078                                                                      07/01/97
                            FS04XC079                                                                      02/26/97
                            FS04XC080                                                                      02/28/97
                            FS04XC082                                                                      05/08/97
                            FS04XC083                                                                      06/12/97
                            FS04XC085                                                                      07/30/97
                            FS04XC086                                                                      06/12/97
                            FS04XC087                                                                      03/13/97
                            FS04XC088                                                                      06/12/97
                            FS04XC089                                                                      04/04/97
                            FS04XC090                                                                      03/07/97
                            FS04XC091                                                                      02/26/97
                            FS04XC093                                                                      04/23/97
                            FS04XC094                                                                      03/06/97
                            FS04XC095                                                                      07/18/97
                            FS04XC096                                                                      05/16/97
                            FS04XC097                                                                      08/07/97
                            FS04XC098                                                                      04/10/97
                            FS04XC099                                                                      07/25/97
                            FS04XC100                                                                      04/17/97
                            FS04XC102                                                                      08/07/97
                            FS04XC104                                                                      05/08/97


<PAGE>



                            FS04XC105                                                                      03/26/97
                            FS04XC106                                                                      01/20/97
                            FS04XC107                                                                      07/18/97
                            FS04XC109                                                                      03/26/97
                            FS04XC110                                                                      05/16/97
                            FS04XC111                                                                      07/23/97
                            FS04XC112                                                                      07/01/97
                            FS04XC113                                                                      07/23/97
                            FS04XC114                                                                      01/15/97
                            FS04XC115                                                                      04/10/97
                            FS04XC116                                                                      07/01/97
                            FS04XC117                                                                      04/10/97
                            FS04XC118                                                                      02/13/97
                            FS04XC119                                                                      04/10/97
                            FS04XC120                                                                      05/30/97
                            FS04XC121                                                                      07/29/97
                            FS04XC122                                                                      06/12/97
                            FS04XC123                                                                      07/31/97
                            FS04XC124                                                                      03/28/97
                            FS04XC125                                                                      03/07/97
                            FS04XC126                                                                      05/30/97
                            FS04XC127                                                                      02/25/97
                            FS04XC128                                                                      03/13/97
                            FS04XC129                                                                      07/09/97
                            FS04XC130                                                                      03/07/97
                            FS04XC131                                                                      04/04/97
                            FS04XC132                                                                      02/28/97
                            FS04XC133                                                                      07/16/97
                            FS04XC134                                                                      07/16/97
                            FS04XC136                                                                      06/05/97
                            FS04XC137                                                                      05/29/97
                            FS04XC138                                                                      06/05/97
                            FS04XC139                                                                      05/02/97
                            FS04XC140                                                                      02/28/97
                            FS04XC141                                                                      05/16/97
                            FS04XC142                                                                      02/27/97
                            FS04XC143                                                                      05/29/97
                            FS04XC144                                                                      07/18/97
                            FS04XC146                                                                      07/09/97
                            FS04XC147                                                                      07/15/97
                            FS04XC148                                                                      07/22/97
                            FS04XC149                                                                      04/04/97
                            FS04XC150                                                                      03/26/97


<PAGE>



                            FS04XC151                                                                      03/06/97
                            FS04XC152                                                                      06/04/97
                            FS04XC153                                                                      07/18/97
                            FS04XC154                                                                      07/02/97
                            FS04XC156                                                                      05/22/97
                            FS04XC157                                                                      02/13/97
                            FS04XC158                                                                      06/18/97
                            FS04XC159                                                                      05/03/97
                            FS04XC160                                                                      02/26/97
                            FS04XC161                                                                      06/04/97
                            FS04XC162                                                                      03/06/97
                            FS04XC163                                                                      07/01/97
                            FS04XC164                                                                      07/31/97
                            FS04XC166                                                                      06/13/97
                            FS04XC167                                                                      07/23/97
                            FS04XC168                                                                      04/10/97
                            FS04XC169                                                                      04/04/97
                            FS04XC170                                                                      02/13/97
                            FS04XC171                                                                      06/06/97
                            FS04XC172                                                                      06/18/97
                            FS04XC173                                                                      06/12/97
                            FS04XC174                                                                      02/25/97
                            FS04XC175                                                                      05/23/97
                            FS04XC176                                                                      04/23/97
                            FS04XC177                                                                      03/18/97
                            FS04XC178                                                                      06/06/97
                            FS04XC180                                                                      08/12/97
                            FS04XC182                                                                      07/09/97
                            FS04XC183                                                                      07/29/97
                            FS04XC184                                                                      07/01/97
                            FS04XC185                                                                      07/15/97
                            FS04XC189                                                                      06/06/97
                            FS04XC190                                                                      03/07/97
                            FS04XC191                                                                      03/28/97
                            FS04XC194                                                                      07/17/97
                            FS04XC195                                                                      06/04/97
                            FS04XC196                                                                      06/19/97
                            FS04XC198                                                                      03/13/97
                            FS04XC199                                                                      06/19/97
                            FS04XC200                                                                      07/18/97
                            FS04XC201                                                                      07/16/97
                            FS04XC202                                                                      06/18/97
                            FS04XC203                                                                      06/25/97


<PAGE>



                            FS04XC204                                                                      05/29/97
                            FS04XC205                                                                      01/15/97
                            FS04XC206                                                                      06/19/97
                            FS04XC208                                                                      04/07/97
                            FS04XC209                                                                      03/26/97
                            FS04XC210                                                                      01/15/97
                            FS04XC211                                                                      01/15/97
                            FS04XC213                                                                      03/18/97
                            FS04XC214                                                                      01/09/97
                            FS04XC215                                                                      01/15/97
                            FS04XC216                                                                      01/09/97
                            FS04XC218                                                                      03/28/97
                            FS04XC219                                                                      04/09/97
                            FS04XC221                                                                      08/05/97
                            FS04XC223                                                                      07/26/97
                            FS04XC226                                                                      06/17/97
                            FS04XC229                                                                      04/02/97
                            FS04XC230                                                                      07/28/97
                            FS04XC232                                                                      02/18/97
                            FS04XC233                                                                      07/15/97
                            FS04XC234                                                                      06/03/97
                            FS04XC236                                                                      05/30/97
                            FS04XC237                                                                      06/20/97
                            FS04XC239                                                                      07/29/97
                            FS04XC240                                                                      06/13/97
                            FS04XC241                                                                      05/23/97
                            FS04XC242                                                                      04/07/97
                            FS04XC243                                                                      08/04/97
                            FS04XC244                                                                      07/15/97
                            FS04XC245                                                                      07/21/97
                            FS04XC247                                                                      07/08/97
                            FS04XC248                                                                      02/21/97
                            FS04XC249                                                                      08/08/97
                            FS04XC250                                                                      07/18/97
                            FS04XC251                                                                      06/13/97
                            FS04XC253                                                                      06/26/97
                            FS04XC315                                                                      05/28/97
                            FS04XC316                                                                      03/21/97
                            FS04XC317                                                                      05/09/97
                            FS04XC319                                                                      06/19/97
                            FS04XC321                                                                      05/29/97
                            FS04XC323                                                                      02/25/97
                            FS04XC400                                                                      07/28/97


<PAGE>



                            FS04XC401                                                                      06/26/97
                            FS04XC407                                                                      07/21/97
                            FS04XC600                                                                      07/23/97
                            FS04XC602                                                                      07/11/97
                            FS04XC902                                                                      05/14/97
                            FS04XC005                                                                      12/08/97
                            FS04XC018                                                                      10/20/97
                            FS04XC048                                                                      08/15/97
                            FS04XC060                                                                      04/25/97
                            FS04XC081                                                                      09/16/97
                            FS04XC092                                                                      08/01/97
                            FS04XC135                                                                      10/03/97
                            FS04XC145                                                                      10/23/97
                            FS04XC155                                                                      07/17/97
                            FS04XC165                                                                      11/06/97
                            FS04XC181                                                                      12/04/97
                            FS04XC186                                                                      08/12/97
                            FS04XC197                                                                      09/10/97
                            FS04XC224                                                                      08/05/97
                            FS04XC235                                                                      11/03/97
                            FS04XC252                                                                      09/30/97
                            FS04XC320                                                                      07/30/97
                            FS04XC601                                                                      08/07/97
                            FS04XC901                                                                      06/06/97
                       ---------------------------------------------------------------------------------------------------
                                                                                                              234

       Seattle              SE03XC001V                                                                     04/03/97
                            SE03XC002V                                                                     02/07/97
                            SE03XC003V                                                                     11/22/96
                            SE03XC004V                                                                     05/12/97
                            SE03XC005V                                                                     03/20/97
                            SE03XC006V                                                                     01/24/97
                            SE03XC007V                                                                     03/08/97
                            SE03XC008V                                                                     11/09/96
                            SE03XC011V                                                                     09/24/96
                            SE03XC012V                                                                     05/02/97
                            SE03XC013V                                                                     07/15/97
                            SE03XC014V                                                                     06/24/96
                            SE03XC015V                                                                     03/28/97
                            SE03XC016V                                                                     11/07/96
                            SE03XC017V                                                                     09/20/96
                            SE03XC019V                                                                     03/19/97
                            SE03XC020V                                                                     01/24/97


<PAGE>



                            SE03XC021V                                                                     05/20/97
                            SE03XC026V                                                                     05/13/97
                            SE03XC027V                                                                     03/05/97
                            SE03XC051V                                                                     04/25/97
                            SE03XC052V                                                                     11/27/96
                            SE03XC053V                                                                     12/31/96
                            SE03XC054V                                                                     10/23/96
                            SE03XC055V                                                                     12/31/96
                            SE03XC056V                                                                     03/26/97
                            SE03XC057V                                                                     01/28/97
                            SE03XC058V                                                                     05/29/96
                            SE03XC059V                                                                     04/16/97
                            SE03XC060V                                                                     02/06/97
                            SE03XC061V                                                                     04/16/97
                            SE03XC062V                                                                     06/11/96
                            SE03XC063V                                                                     04/24/97
                            SE03XC064V                                                                     06/18/97
                            SE03XC076V                                                                     02/28/97
                            SE03XC077V                                                                     02/04/97
                            SE03XC083V                                                                     02/04/97
                            SE03XC101V                                                                     01/11/97
                            SE03XC102V                                                                     12/13/96
                            SE03XC104V                                                                     05/14/97
                            SE03XC126V                                                                     04/25/97
                            SE03XC127V                                                                     02/05/97
                            SE03XC152V                                                                     11/18/96
                            SE03XC154V                                                                     11/19/96
                            SE03XC155V                                                                     11/21/96
                            SE03XC157V                                                                     01/28/97
                            SE03XC158V                                                                     05/05/97
                            SE03XC159V                                                                     03/12/97
                            SE03XC161V                                                                     03/03/97
                            SE03XC162V                                                                     02/12/97
                            SE03XC163V                                                                     11/19/96
                            SE03XC165V                                                                     07/03/97
                            SE03XC176V                                                                     02/12/97
                            SE03XC177V                                                                     04/16/97
                            SE03XC178V                                                                     12/13/96
                            SE03XC179V                                                                     04/15/97
                            SE03XC180V                                                                     05/07/97
                            SE03XC201V                                                                     06/26/97
                            SE03XC202V                                                                     12/12/96
                            SE03XC203V                                                                     03/17/97
                            SE03XC204V                                                                     12/12/96


<PAGE>



                            SE03XC205V                                                                     12/12/96
                            SE03XC228V                                                                     05/20/97
                            SE03XC229V                                                                     02/28/97
                            SE03XC230V                                                                     10/07/96
                            SE03XC231V                                                                     05/19/97
                            SE03XC232V                                                                     11/08/96
                            SE03XC235V                                                                     07/07/97
                            SE03XC246V                                                                     11/08/96
                            SE03XC251V                                                                     03/28/97
                            SE03XC252V                                                                     02/24/97
                            SE03XC253V                                                                     12/19/96
                            SE03XC254V                                                                     04/11/97
                            SE03XC256V                                                                     03/12/97
                            SE03XC258V                                                                     02/28/97
                            SE03XC259V                                                                     10/25/96
                            SE03XC260V                                                                     12/06/96
                            SE03XC263V                                                                     02/11/97
                            SE03XC264V                                                                     12/03/96
                            SE03XC265V                                                                     01/10/97
                            SE03XC267V                                                                     02/26/97
                            SE03XC268V                                                                     12/31/96
                            SE03XC269V                                                                     01/30/97
                            SE03XC272V                                                                     01/31/97
                            SE03XC273V                                                                     12/11/96
                            SE03XC275V                                                                     07/15/97
                            SE03XC276V                                                                     09/28/96
                            SE03XC277V                                                                     05/29/97
                            SE03XC278V                                                                     04/24/97
                            SE03XC279V                                                                     01/03/97
                            SE03XC281V                                                                     05/12/97
                            SE03XC282V                                                                     06/04/97
                            SE03XC301V                                                                     04/22/97
                            SE03XC327V                                                                     01/30/97
                            SE03XC328V                                                                     03/24/97
                            SE03XC329V                                                                     05/08/97
                            SE03XC331V                                                                     03/28/97
                            SE03XC332V                                                                     12/06/96
                            SE03XC335V                                                                     03/21/97
                            SE03XC351V                                                                     04/04/97
                            SE03XC352V                                                                     12/16/96
                            SE03XC353V                                                                     11/02/96
                            SE03XC354V                                                                     05/05/97
                            SE03XC355V                                                                     10/28/96


<PAGE>



                            SE03XC356V                                                                     03/19/97
                            SE03XC358V                                                                     01/08/97
                            SE03XC360V                                                                     07/08/97
                            SE03XC376V                                                                     04/16/97
                            SE03XC378V                                                                     10/24/96
                            SE03XC379V                                                                     12/09/96
                            SE03XC380V                                                                     04/26/97
                            SE03XC381V                                                                     01/02/97
                            SE03XC382V                                                                     02/13/97
                            SE03XC384V                                                                     05/05/97
                            SE03XC385V                                                                     04/22/97
                            SE03XC386V                                                                     03/19/97
                            SE03XC387V                                                                     03/10/97
                            SE03XC388V                                                                     05/03/97
                            SE03XC389V                                                                     05/08/97
                            SE03XC390V                                                                     02/12/97
                            SE03XC401V                                                                     05/08/97
                            SE03XC402V                                                                     04/14/97
                            SE03XC403V                                                                     04/21/97
                            SE03XC404V                                                                     12/09/96
                            SE03XC405V                                                                     12/12/96
                            SE03XC407V                                                                     11/07/96
                            SE03XC408V                                                                     01/09/98
                            SE03XC409V                                                                     02/28/97
                            SE03XC427V                                                                     04/24/97
                            SE03XC428V                                                                     11/06/96
                            SE03XC429V                                                                     01/03/97
                            SE03XC430V                                                                     04/10/97
                            SE03XC432V                                                                     04/22/97
                            SE03XC433V                                                                     04/24/97
                            SE03XC434V                                                                     04/11/97
                            SE03XC435V                                                                     02/05/97
                            SE03XC436V                                                                     04/07/97
                            SE03XC437V                                                                     03/06/97
                            SE03XC438V                                                                     03/06/97
                            SE03XC439V                                                                     04/07/97
                            SE03XC453V                                                                     11/06/96
                            SE03XC454V                                                                     12/10/96
                            SE03XC456V                                                                     03/03/97
                            SE03XC457V                                                                     09/21/96
                            SE03XC458V                                                                     02/07/97
                            SE03XC459V                                                                     04/11/97
                            SE03XC460V                                                                     01/03/97


<PAGE>



                            SE03XC461V                                                                     03/20/97
                            SE03XC462V                                                                     12/09/96
                            SE03XC464V                                                                     04/16/97
                            SE03XC468V                                                                     04/10/97
                            SE03XC469V                                                                     02/28/97
                            SE03XC470V                                                                     05/13/97
                            SE03XC476V                                                                     05/02/97
                            SE03XC477V                                                                     02/12/97
                            SE03XC478V                                                                     11/10/96
                            SE03XC479V                                                                     05/02/97
                            SE03XC480V                                                                     08/26/97
                            SE03XC501V                                                                     05/30/97
                            SE03XC526V                                                                     01/07/97
                            SE03XC527V                                                                     10/27/96
                            SE03XC529V                                                                     05/21/97
                            SE03XC530V                                                                     11/18/96
                            SE03XC531V                                                                     03/05/97
                            SE03XC532V                                                                     04/14/97
                            SE03XC533V                                                                     09/20/96
                            SE03XC534V                                                                     04/28/97
                            SE03XC551V                                                                     03/26/97
                            SE03XC552V                                                                     03/10/97
                            SE03XC554V                                                                     04/04/97
                            SE03XC555V                                                                     11/01/96
                            SE03XC556V                                                                     05/09/97
                            SE03XC567V                                                                     03/07/97
                            SE03XC576V                                                                     12/12/96
                            SE03XC577V                                                                     01/29/97
                            SE03XC602V                                                                     04/24/97
                            SE03XC604V                                                                     03/05/97
                            SE03XC605V                                                                     09/22/96
                            SE03XC621V                                                                     04/21/97
                            SE03XC653V                                                                     12/10/96
                            SE03XC654V                                                                     04/12/97
                            SE03XC655V                                                                     01/23/97
                            SE03XC658V                                                                     04/25/97
                            SE03XC659V                                                                     01/21/97
                            SE03XC662V                                                                     03/26/97
                            SE03XC677V                                                                     07/09/97
                            SE03XC678V                                                                     07/07/97
                            SE03XC679V                                                                     04/18/97
                            SE03XC680V                                                                     04/25/97
                            SE03XC681V                                                                     07/03/97


<PAGE>



                            SE03XC130V                                                                     08/18/97
                            SE03XC131V                                                                     08/26/97
                            SE03XC132V                                                                     10/15/97
                            SE03XC153V                                                                     12/16/97
                            SE03XC206V                                                                     12/16/97
                            SE03XC274V                                                                     10/13/97
                            SE03XC359V                                                                     11/06/97
                            SE03XC383V                                                                     08/20/97
                            SE03XC663V                                                                     10/02/97
                       ---------------------------------------------------------------------------------------------------
                                                                                                              199

       Spokane              SP03XC001V                                                                     09/04/96
                            SP03XC002V                                                                     09/09/96
                            SP03XC003V                                                                     08/08/96
                            SP03XC004V                                                                     10/11/96
                            SP03XC005V                                                                     10/08/96
                            SP03XC006V                                                                     11/06/96
                            SP03XC007V                                                                     10/08/96
                            SP03XC008V                                                                     11/04/96
                            SP03XC009V                                                                     09/12/96
                            SP03XC010V                                                                     11/26/96
                            SP03XC011V                                                                     10/10/96
                            SP03XC012V                                                                     08/28/96
                            SP03XC013V                                                                     10/04/96
                            SP03XC014V                                                                     09/20/96
                            SP03XC015V                                                                     11/23/96
                            SP03XC017V                                                                     10/16/96
                            SP03XC018V                                                                     10/04/96
                            SP03XC019V                                                                     11/08/96
                            SP03XC023V                                                                     09/26/96
                            SP03XC024V                                                                     10/01/96
                            SP03XC025V                                                                     10/05/96
                            SP03XC026V                                                                     10/10/96
                            SP03XC030V                                                                     11/05/96
                            SP03XC038V                                                                     10/07/96
                            SP03XC039V                                                                     11/08/96
                            SP03XC040V                                                                     10/11/96
                            SP03XC041V                                                                     10/15/96
                            SP03XC045V                                                                     09/27/96
                            SP03XC046V                                                                     11/01/96
                            SP03XC050V                                                                     09/27/96
                            SP03XC051V                                                                     10/02/96
                            SP03XC052V                                                                     08/10/96


<PAGE>



                            SP03XC053V                                                                     08/19/96
                            SP03XC054V                                                                     10/14/96
                            SP03XC055V                                                                     09/04/96
                            SP03XC056V                                                                     09/25/96
                            SP03XC057V                                                                     11/08/96
                            SP03XC016V                                                                     01/24/97
                            SP03XC029V                                                                     12/19/96
                       ---------------------------------------------------------------------------------------------------
                                                                                                              39

       Syracuse             AL04XC001V                                                                     10/09/96
                            AL04XC002V                                                                     11/08/96
                            AL04XC004V                                                                     10/15/96
                            AL04XC005V                                                                     10/01/96
                            AL04XC008V                                                                     11/08/96
                            AL04XC009V                                                                     11/11/96
                            AL04XC010V                                                                     09/26/96
                            AL04XC011V                                                                     11/28/96
                            AL04XC012V                                                                     10/10/96
                            AL04XC013V                                                                     10/18/96
                            AL04XC014V                                                                     10/22/96
                            AL04XC017V                                                                     10/18/96
                            AL04XC018V                                                                     10/22/96
                            AL04XC020V                                                                     09/27/96
                            AL04XC022V                                                                     10/15/96
                            AL04XC023V                                                                     10/16/96
                            AL04XC024V                                                                     10/22/96
                            AL04XC025V                                                                     10/28/96
                            AL04XC026V                                                                     11/13/96
                            AL04XC027V                                                                     10/16/96
                            AL04XC028V                                                                     10/25/96
                            AL04XC029V                                                                     10/21/96
                            AL04XC030V                                                                     10/16/96
                            AL04XC031V                                                                     10/29/96
                            AL04XC032V                                                                     09/30/96
                            AL04XC033V                                                                     10/21/96
                            AL04XC034V                                                                     10/17/96
                            AL04XC035V                                                                     10/17/96
                            AL04XC039V                                                                     10/04/96
                            AL04XC040V                                                                     10/23/96
                            AL04XC042V                                                                     10/15/96
                            AL04XC043V                                                                     10/04/96
                            AL04XC045V                                                                     10/23/96
                            AL04XC049V                                                                     10/17/96
                            AL04XC007V                                                                     04/10/97


<PAGE>



                            AL04XC021V                                                                     06/02/97
                            AL04XC036V                                                                     11/27/96
                            AL04XC037V                                                                     07/02/97
                            AL04XC038V                                                                     05/07/97
                            AL04XC041V                                                                     03/04/97
                            AL04XC044V                                                                     04/04/97
                            AL04XC046V                                                                     06/23/97
                            AL04XC047V                                                                     03/04/97
                            AL04XC048V                                                                     03/06/97
                            AL04XC006                                                                      12/29/97
                            AL04XC019                                                                      12/22/97
                       ---------------------------------------------------------------------------------------------------
                                                                                                              46

        Toledo              DE03XC180V                                                                     03/17/97
                            DE03XC182V                                                                     03/07/97
                            DE03XC249V                                                                     03/11/97
                            DE03XC250V                                                                     02/10/97
                            DE03XC251V                                                                     03/02/97
                            DE03XC252V                                                                     03/16/97
                            DE03XC254V                                                                     03/02/97
                            DE03XC258V                                                                     11/18/96
                            DE04XC001V                                                                     03/05/97
                            DE04XC002V                                                                     03/08/97
                            DE04XC003V                                                                     03/05/97
                            DE04XC004V                                                                     02/18/97
                            DE04XC005V                                                                     02/18/97
                            DE04XC007V                                                                     03/21/97
                            DE04XC008V                                                                     02/13/97
                            DE04XC010V                                                                     03/19/97
                            DE04XC011V                                                                     03/13/97
                            DE04XC012V                                                                     03/12/97
                            DE04XC015V                                                                     02/20/97
                            DE04XC016V                                                                     03/10/97
                            DE04XC017V                                                                     02/13/97
                            DE04XC018V                                                                     02/20/97
                            DE04XC019V                                                                     03/14/97
                            DE04XC020V                                                                     03/06/97
                            DE04XC021V                                                                     02/24/97
                            DE04XC022V                                                                     02/11/97
                            DE04XC023V                                                                     12/26/96
                            DE04XC024V                                                                     03/09/97
                            DE04XC025V                                                                     02/24/97
                            DE04XC026V                                                                     03/15/97


<PAGE>



                            DE03XC253V                                                                     07/08/97
                            DE03XC256V                                                                     07/18/97
                            DE03XC259V                                                                     10/21/97
                            DE04XC009V                                                                     09/12/97
                            DE04XC014V                                                                     04/03/97
                       ---------------------------------------------------------------------------------------------------
                                                                                                              35

        Tucson              PH04XC009V                                                                     02/19/97
                            PH04XC010V                                                                     12/07/96
                            PH04XC011V                                                                     11/14/96
                            PH04XC017V                                                                     12/03/96
                            PH04XC018V                                                                     11/25/96
                            PH04XC019V                                                                     02/04/97
                            PH04XC020V                                                                     02/04/97
                            PH04XC021V                                                                     12/04/96
                            PH04XC022V                                                                     02/12/97
                            PH04XC023V                                                                     01/09/97
                            PH04XC024V                                                                     03/14/97
                            PH04XC026V                                                                     03/14/97
                            PH04XC028V                                                                     02/21/97
                            PH04XC029V                                                                     12/17/96
                            PH04XC030V                                                                     04/08/97
                            PH04XC031V                                                                     02/21/97
                            PH04XC032V                                                                     03/19/97
                            PH04XC033V                                                                     02/19/97
                            PH04XC067V                                                                     03/18/97
                            PH04XC069V                                                                     12/17/96
                            PH04XC070V                                                                     02/20/97
                            PH04XC071V                                                                     02/04/97
                            PH04XC073V                                                                     01/09/97
                            PH04XC074V                                                                     02/21/97
                            PH04XC075V                                                                     04/08/97
                            PH04XC217V                                                                     02/22/97
                            PH04XC218V                                                                     02/25/97
                            PH04XC219V                                                                     07/18/97
                            PH03XC076V                                                                     05/30/97
                            PH03XC077V                                                                     06/02/97
                            PH03XC241V                                                                     09/17/97
                            PH04XC025V                                                                     05/12/97
                            PH04XC027V                                                                     08/08/97
                            PH04XC034V                                                                     10/29/97
                            PH04XC036V                                                                     04/04/97
                            PH04XC208V                                                                     12/17/97


<PAGE>



                            PH04XC211V                                                                     03/14/97
                            PH04XC215V                                                                     06/19/97
                            PH04XC221V                                                                     06/19/97
                            PH04XC222V                                                                     11/14/97
                           PH04XC223V*2                                                                    12/18/97
                            PH04XC227V                                                                     04/10/97
                            PH04XC229V                                                                     06/02/97
                            PH04XC237V                                                                     06/12/97
                            PH04XC238V                                                                     07/24/97
                            PH04XC239V                                                                     09/30/97
                            PH04XC251V                                                                     12/17/97
                            PH04XC253V                                                                     11/14/97
                           PH04XC223V*1                                                                    12/18/97
                       ---------------------------------------------------------------------------------------------------
                                                                                                              49

     Westchester            NY06XC404V                                                                     09/27/97
                            NY06XC405V                                                                     10/08/97
                            NY06XC408V                                                                     08/28/97
                            NY06XC411V                                                                     08/07/97
                            NY06XC412V                                                                     04/22/97
                            NY06XC413V                                                                     08/07/97
                            NY06XC414V                                                                     06/19/97
                            NY06XC422V                                                                     09/15/97
                            NY06XC427V                                                                     06/19/97
                            NY06XC429V                                                                     08/28/97
                            NY06XC430V                                                                     09/06/97
                            NY06XC431V                                                                     06/19/97
                            NY06XC432V                                                                     09/06/97
                            NY06XC435V                                                                     09/11/97
                            NY06XC437V                                                                     09/06/97
                            NY06XC443V                                                                     08/28/97
                            NY06XC445V                                                                     09/06/97
                            NY06XC449V                                                                     08/28/97
                            NY06XC463V                                                                     09/11/97
                            NY06XC469V                                                                     09/06/97
                            NY06XC471V                                                                     09/06/97
                            NY06XC403V                                                                     10/02/97
                            NY06XC417V                                                                     11/04/97
                            NY06XC442V                                                                     12/31/97
                            NY06XC470V                                                                     10/16/97
                            NY06XC472V                                                                     09/27/97
                            NY06XC477V                                                                     10/24/97
                            NY06XC479V                                                                     12/10/97
                       ---------------------------------------------------------------------------------------------------
                                                                                      Tucson Subtotal         28
                                            ----------------------------------------------------------
                                                                                                      --------------------
                                                                                          Grand Total        2939
                                                                                                      --------------------



<PAGE>



- ---------------------------------------------------------------------------------------------------------------------
         SYSTEM               SITEID                             SITENAME                              BOLTDOWN
- ---------------------------------------------------------------------------------------------------------------------
     APC - Hanover            CBC001                                                                   8/21/97
                              CBC002                                                                    8/8/97
                              CBC003                                                                   9/23/97
                              CBC004                                                                    9/5/97
                              CBC005                                                                    9/3/97
                              CBC006                                                                   10/18/97
                              CBC007                                                                   10/18/97
                              CBC008                                                                   10/2/97
                              CBC009                                                                    9/4/97
                              CBC010                                                                   10/12/97
                              CBC011                                                                   9/13/97
                              CBC013                                                                    9/3/97
                              CBC016                                                                   11/13/97
                              CBC018                                                                    9/5/97
                              CBC019                                                                   9/29/97
                              CBC020                                                                    9/4/97
                              CBC021                                                                    9/5/97
                              CBC022                                                                   9/18/97
                              CBC023                                                                    9/5/97
                              CBC024                                                                   8/21/97
                              CBC025                                                                   10/24/97
                              CBC026                                                                   8/21/97
                              CBC027                                                                   9/29/97
                              CBC028                                                                   8/26/97
                              CBC029                                                                   10/6/97
                              CBC030                                                                   10/31/97
                              CBC032                                                                   9/19/97
                              CBC033                                                                   8/22/97
                              CBC034                                                                   10/6/97
                              CBC035                                                                   8/25/97
                              CBC036                                                                   12/5/97
                              CBC037                                                                   11/17/97
                              CBC038                                                                   8/21/97
                              CBC046                                                                   8/22/97
                              CBC050                                                                   10/2/97
                              CBC051                                                                    9/4/97
                              CBN002                                                                   11/25/97
                              CBN003                                                                   11/13/97
                              CBN004                                                                   8/22/97
                              CBN006                                                                   9/26/97
                              CBN007                                                                   9/25/97
                              CBN008                                                                   8/22/97


<PAGE>



                              CBN010                                                                   9/19/97
                              CBN012                                                                   9/19/97
                              CBN014                                                                   9/29/97
                              CBN015                                                                   9/26/97
                              CBN016                                                                   9/12/97
                              CBN017                                                                   8/25/97
                              CBN019                                                                   10/2/97
                              CBN020                                                                   9/18/97
                              CBN021                                                                   10/27/97
                              CBN023                                                                   11/13/97
                              CBN024                                                                   8/22/97
                              CBN025                                                                   12/3/97
                              CBN026                                                                   9/16/97
                              CBN027                                                                   8/21/97
                              CBN028                                                                   12/5/97
                              CBN029                                                                   8/21/97
                              CBN031                                                                   9/12/97
                              CBN032                                                                   9/11/97
                              CBN033                                                                   8/21/97
                              CBN034                                                                   9/12/97
                              CBN036                                                                    9/4/97
                              CBN037                                                                   9/19/97
                              CBN038                                                                   10/8/97
                              CBN039                                                                    9/8/97
                              CBN040                                                                   10/1/97
                              CBN041                                                                   10/6/97
                              CBN042                                                                   9/19/97
                              CBN046                                                                   10/2/97
                              CBN048                                                                   9/26/97
                              CBN051                                                                   11/7/97
                              CBN054                                                                    9/8/97
                              CBN058                                                                   10/16/97
                              CBN063                                                                   8/14/97
                              CBN064                                                                   9/19/97
                              CBN065                                                                   9/12/97
                              CBN066                                                                   10/24/97
                              CBN067                                                                   9/22/97
                              CBN068                                                                   9/12/97
                              CBN069                                                                   9/29/97
                              CBN070                                                                   9/11/97
                              CBN071                                                                   9/22/97
                              CBN072                                                                   12/5/97
                              CBN073                                                                   10/1/97


<PAGE>



                              CBN074                                                                   9/22/97
                              CBN076                                                                   9/26/97
                              CBN077                                                                   9/24/97
                              CBN079                                                                   9/10/97
                              CBN081                                                                   9/12/97
                              CBN082                                                                   9/11/97
                              CBN090                                                                   10/14/97
                              CBN091                                                                   9/17/97
                              CBN101                                                                   9/12/97
                              CBN103                                                                   9/12/97
                              CBN107                                                                   11/17/97
                              CBN123                                                                   9/18/97
                              CBN124                                                                   8/14/97
                              CBN125                                                                   9/11/97
                              CBN128                                                                   10/14/97
                              CBN129                                                                   11/14/97
                              CBS001                                                                   9/25/97
                              CBS002                                                                   10/13/97
                              CBS003                                                                   9/10/97
                              CBS004                                                                   9/15/97
                              CBS005                                                                   9/15/97
                              CBS009                                                                   9/17/97
                              CBS011                                                                   9/19/97
                              CBS012                                                                   8/15/97
                              CBS013                                                                   9/15/97
                              CBS014                                                                   9/17/97
                              CBS015                                                                   8/14/97
                              CBS016                                                                   9/15/97
                              CBS017                                                                   9/17/97
                              CBS018                                                                   10/20/97
                              CBS021                                                                   10/15/97
                              CBS022                                                                   9/18/97
                              CBS023                                                                   10/15/97
                              CBS024                                                                   8/14/97
                              CBS025                                                                   8/14/97
                              CBS033                                                                   8/14/97
                              CBS034                                                                   9/11/97
                              CBS038                                                                   9/15/97
                              CBS040                                                                   9/11/97
                              CBS041                                                                   10/16/97
                              CBS065                                                                   10/16/97
                              CBS066                                                                   9/17/97
                                                                                                         127


<PAGE>



   APC - Beltsville 1         CBN011                                                                   8/22/97
                              CBN013                                                                   8/22/97
                              CBN043                                                                   10/14/97
                              CBN080                                                                   10/27/97
                              CBN131                                                                   9/15/97
                              CBS006                                                                   10/15/97
                              CBS007                                                                   9/17/97
                              CDC027                                                                    9/3/97
                              CDC032                                                                   8/15/97
                              CWN001                                                                   11/5/97
                              CWN002                                                                   8/19/97
                              CWN003                                                                   9/22/97
                              CWN005                                                                   9/22/97
                              CWN007                                                                   12/16/96
                              CWN008                                                                   9/22/97
                              CWN009                                                                   10/3/97
                              CWN010                                                                   8/19/97
                              CWN011                                                                   9/22/97
                              CWN012                                                                   10/13/97
                              CWN014                                                                   8/19/97
                              CWN015                                                                   11/23/96
                              CWN016                                                                   2/21/97
                              CWN018                                                                   12/3/97
                              CWN019                                                                   10/27/97
                              CWN020                                                                   8/15/97
                              CWN021                                                                   1/30/97
                              CWN023                                                                   11/6/97
                              CWN024                                                                   11/18/97
                              CWN027                                                                   10/17/97
                              CWN029                                                                   8/16/97
                              CWN030                                                                   11/18/97
                              CWN031                                                                   8/15/97
                              CWN033                                                                   10/2/97
                              CWN034                                                                   2/27/97
                              CWN035                                                                   10/13/97
                              CWN036                                                                   2/21/97
                              CWN038                                                                   10/2/97
                              CWN039                                                                   10/31/97
                              CWN040                                                                   10/10/97
                              CWN041                                                                   11/26/97
                              CWN042                                                                   10/10/97
                              CWN043                                                                   10/21/97
                              CWN044                                                                   7/17/97


<PAGE>



                              CWN045                                                                   8/15/97
                              CWN047                                                                   8/15/97
                              CWN048                                                                   1/23/97
                              CWN050                                                                   9/26/97
                              CWN053                                                                   9/22/97
                              CWN055                                                                   10/28/97
                              CWN056                                                                   9/22/97
                              CWN057                                                                   10/2/97
                              CWN058                                                                   7/31/97
                              CWN059                                                                   10/13/97
                              CWN061                                                                   8/15/97
                              CWN062                                                                   8/15/97
                              CWN074                                                                   10/10/97
                              CWN077                                                                   12/3/97
                              CWN079                                                                   9/23/97
                              CWN081                                                                   10/21/97
                              CWN082                                                                   10/10/97
                              CWN084                                                                   9/23/97
                              CWN100                                                                   12/12/97
                              CWN108                                                                   10/24/97
                              CWS001                                                                   9/23/97
                              CWS002                                                                   10/22/97
                              CWS003                                                                   9/24/97
                              CWS004                                                                   10/22/97
                              CWS006                                                                   9/11/97
                              CWS007                                                                   9/10/97
                              CWS008                                                                   10/17/97
                              CWS009                                                                   8/19/97
                              CWS010                                                                   10/17/97
                              CWS012                                                                   7/17/97
                              CWS013                                                                   10/22/97
                              CWS014                                                                   9/11/97
                              CWS015                                                                   12/3/97
                              CWS018                                                                   10/15/97
                              CWS019                                                                   8/19/97
                              CWS020                                                                   10/15/97
                              CWS021                                                                   9/11/97
                              CWS022                                                                   10/15/97
                              CWS023                                                                   10/31/97
                              CWS024                                                                   10/9/97
                              CWS026                                                                   10/9/97
                              CWS027                                                                   9/10/97
                              CWS028                                                                   9/11/97


<PAGE>



                              CWS031                                                                   9/10/97
                              CWS034                                                                   9/10/97
                              CWS036                                                                   7/17/97
                              CWS044                                                                   10/15/97
                              CWS048                                                                   9/10/97
                              CWS049                                                                   9/11/97
                              CWS050                                                                   10/9/97
                              CWS051                                                                   8/19/97
                              CWS052                                                                   10/20/97
                              CWS057                                                                   10/20/97
                              CWS058                                                                   10/28/97
                              CWS062                                                                   7/17/97
                              CWS072                                                                   10/13/97
                              CWS083                                                                   9/10/97
                              CWS121                                                                   11/15/96
                                                                                                         101
   APC - Beltsville 2         CDC001                                                                   2/27/97
                              CDC003                                                                   3/24/97
                              CDC002                                                                   10/11/97
                              CDC004                                                                   9/12/97
                              CDC006                                                                   9/15/97
                              CDC007                                                                    3/7/97
                              CDC008                                                                   10/21/97
                              CDC009                                                                   12/20/96
                              CDC011                                                                   8/20/97
                              CDC012                                                                   8/25/97
                              CDC013                                                                    3/7/97
                              CDC014                                                                   12/16/96
                              CDC015                                                                   8/20/97
                              CDC016                                                                   9/15/97
                              CDC017                                                                   8/25/97
                              CDC018                                                                   1/15/97
                              CDC019                                                                   8/26/97
                              CDC020                                                                   9/15/97
                              CDC021                                                                   10/4/97
                              CDC022                                                                   8/26/97
                              CDC024                                                                   8/30/97
                              CDC026                                                                   9/15/97
                              CDC028                                                                   10/8/97
                              CDC029                                                                   10/15/97
                              CDC030                                                                   8/26/97
                              CDC031                                                                   8/27/97
                              CDC034                                                                   8/13/97


<PAGE>



                              CDC035                                                                   1/30/97
                              CDC036                                                                    4/5/97
                              CDC037                                                                   12/16/96
                              CDC038                                                                   12/1/97
                              CDC039                                                                   8/27/97
                              CDC040                                                                   8/27/97
                              CDC041                                                                   10/18/97
                              CDC042                                                                   8/27/97
                              CDC043                                                                   10/4/97
                              CDC044                                                                   10/4/97
                              CDC045                                                                   8/14/97
                              CDC046                                                                   8/28/97
                              CDC047                                                                   8/28/97
                              CDC049                                                                   8/28/97
                              CDC050                                                                   8/28/97
                              CDC057                                                                   10/8/97
                              CDC058                                                                   11/13/97
                              CWC001                                                                   10/8/97
                              CWC002                                                                   12/8/97
                              CWC003                                                                   12/14/96
                              CWC004                                                                   8/29/97
                              CWC006                                                                   8/29/97
                              CWC007                                                                   8/20/97
                              CWC008                                                                   8/29/97
                              CWC009                                                                   10/6/97
                              CWC010                                                                   1/23/97
                              CWC012                                                                   8/15/97
                              CWC013                                                                    9/2/97
                              CWC014                                                                   8/15/97
                              CWC015                                                                    9/2/97
                              CWC016                                                                   10/9/97
                              CWC018                                                                   9/12/97
                              CWC019                                                                   10/13/97
                              CWC020                                                                   8/30/97
                              CWC021                                                                   8/18/97
                              CWC024                                                                   10/23/97
                              CWC026                                                                   11/13/97
                              CWC027                                                                    9/2/97
                              CWC028                                                                   11/11/97
                              CWC030                                                                   10/16/97
                              CWC032                                                                   8/26/97
                              CWC033                                                                   10/17/97
                              CWC034                                                                   10/17/97


<PAGE>



                              CWC035                                                                   8/25/97
                              CWC036                                                                   10/10/97
                              CWC042                                                                   12/1/97
                              CWC044                                                                    9/3/97
                              CWC045                                                                   10/13/97
                              CWC046                                                                   8/29/97
                              CWC047                                                                    9/3/97
                              CWC050                                                                   8/22/97
                              CWC051                                                                   10/10/97
                              CWC052                                                                   12/17/97
                              CWC057                                                                   10/10/97
                              CWC058                                                                   8/14/97
                              CWC059                                                                   8/21/97
                              CWC063                                                                   12/8/97
                              CWC065                                                                   8/18/97
                              CWC066                                                                   8/22/97
                              CWC067                                                                   10/14/97
                              CWC068                                                                   10/13/97
                              CWC070                                                                   10/9/97
                              CWC073                                                                   10/17/97
                              CWC076                                                                    9/3/97
                              CWC077                                                                    9/3/97
                              CWC078                                                                   10/9/97
                              CWC080                                                                   10/13/97
                              CWC082                                                                   10/23/97
                              CWC083                                                                    8/8/97
                              CWC084                                                                   11/17/97
                              CWC086                                                                   10/16/97
                              CWC088                                                                   10/16/97
                              CWC089                                                                   10/14/97
                              CWC091                                                                   10/21/97
                              CWC101                                                                   8/21/97
                              CWC103                                                                    8/8/97
                              CWN063                                                                   9/25/97
                              CWN064                                                                   11/14/97
                              CWN065                                                                   10/24/97
                              CWN066                                                                    8/8/97
                              CWN067                                                                   8/11/97
                              CWN068                                                                   10/15/97
                              CWN069                                                                   11/18/97
                              CWS025                                                                   8/19/97
                              CWS029                                                                   8/21/97
                              CWS032                                                                   9/11/97


<PAGE>



                              CWS046                                                                   8/19/97
                              CWW001                                                                   10/23/97
                              CWW003                                                                   11/13/97
                              CWW004                                                                   8/11/97
                              CWW009                                                                   11/17/97
                              CWW013                                                                   12/1/97
                              CWW014                                                                   11/17/97
                              CWW017                                                                   8/11/97
                              CWW019                                                            ]       8/4/97
                                                                            BELTSVILLE 2 SUBTOTAL        122

                                                                                  TOTAL BOLTDOWNS        350




<PAGE>



- ------------------------------------------------------------------------------------------------------------
SYSTEM                        SITEID       SITENAME                                           BOLTDOWN
- ------------------------------------------------------------------------------------------------------------
Orange County                 OR001-A      [                                                  10/20/96
                              OR002-A                                                          2/8/97
                              OR003-A                                                         12/26/96
                              OR005-A                                                         10/8/96
                              OR006-C                                                          2/1/97
                              OR007-A                                                         10/10/96
                              OR008-B                                                         2/17/97
                              OR009-B                                                          2/7/97
                              OR011-B                                                         12/27/96
                              OR013-B                                                         2/14/97
                              OR015-C                                                          3/6/97
                              OR016-B                                                         2/24/97
                              OR018-B                                                          3/6/97
                              OR019-A                                                         12/6/96
                              OR021-E                                                          2/8/97
                              OR022-A                                                          2/7/97
                              OR024-D                                                         12/27/96
                              OR025-A                                                          2/5/97
                              OR026-A                                                          1/6/97
                              OR028-A                                                         12/4/96
                              OR029-C                                                         9/22/96
                              OR030-A                                                         10/30/96
                              OR032-A                                                         12/3/96
                              OR034-A                                                         11/15/96
                              OR035-D                                                         11/18/96
                              OR036-A                                                         3/17/97
                              OR037-A                                                         11/7/96
                              OR040-D                                                         11/18/96
                              OR041-A                                                         11/20/96
                              OR042-A                                                         11/15/96
                              OR043-A                                                         11/15/96
                              OR048-A                                                          3/6/97
                              OR050-A                                                         10/30/96
                              OR051-A                                                         10/15/96
                              OR052-B                                                          3/2/97
                              OR055-A                                                          3/7/97
                              OR057-A                                                          1/3/97
                              OR058-B                                                         12/3/96
                              OR059-A                                                         12/12/96
                              OR061-A                                                         9/30/96
                              OR064-A                                                         12/3/96
                              OR065-A                                                         11/1/96


<PAGE>



                              OR066-A                                                         10/10/96
                              OR069-D                                                         3/12/97
                              OR073-C                                                          3/1/97
                              OR083-D                                                          2/6/97
                              OR084-B                                                         3/11/97
                              OR085-A                                                         11/15/96
                              OR088-A                                                         11/18/96
                              OR089-A                                                         8/27/96
                              OR090-A                                                         12/21/96
                              OR093-A                                                         12/2/96
                              OR094-B                                                          1/2/97
                              OR095-A                                                         2/25/97
                              OR096-F                                                         12/20/96
                              OR099-A                                                         11/19/96
                              OR104-B                                                         3/11/97
                              OR107-A                                                         12/28/96
                              OR108-A                                                         1/20/97
                              OR109-A                                                         3/10/97
                              OR111-B                                                         12/23/96
                              OR112-C                                                         12/20/96
                              OR117-A                                                         2/18/97
                              OR118-A                                                         1/22/97
                              OR121-B                                                         2/27/97
                              OR122-A                                                         2/18/97
                              OR123-A                                                          3/1/97
                              OR126-B                                                         2/14/97
                              OR127-A                                                         3/21/97
                              OR128-A                                                         1/14/97
                              OR129-D                                                         11/16/96
                              OR130-A                                                         1/17/97
                              OR132-E                                                         1/17/97
                              OR134-A                                                         2/27/97
                              OR135-B                                                         1/11/97
                              OR136-B                                                          3/1/97
                              OR137-B                                                         2/24/97
                              OR139-D                                                         3/24/97
                              OR141-B                                                         1/14/97
                              OR142-D                                                         3/17/97
                              OR145-A                                                         3/10/97
                              OR149-A                                                         2/26/97
                             CHE003SD                                                         6/11/97
                              OR004-E                                                         12/3/97
                              OR044-D                                                         10/14/97


<PAGE>



                             OR049-1A                                                         7/25/97
                              OR053-B                                                         11/24/97
                              OR067-A                                                         7/30/97
                              OR071-B                                                         3/21/97
                              OR074-B                                                          4/1/97
                              OR076-C                                                         11/7/97
                              OR092-D                                                          4/1/97
                              OR079-A                                                         8/20/97
                              OR087-C                                                         7/23/97
                              OR102-A                                                         11/6/97
                              OR110-A                                                         7/14/97
                              OR146-A                                                          8/8/97
                                                                                                 97
San Diego                      SD001                                                          2/20/96
                               SD002                                                          2/20/96
                               SD005                                                          5/23/96
                               SD003                                                          5/30/96
                               SD042                                                          9/26/96
                               SD006                                                          10/15/96
                               SD007                                                          9/19/96
                               SD009                                                          10/14/96
                               SD008                                                          10/3/96
                               SD010                                                          3/22/96
                               SD012                                                          8/26/96
                               SD013                                                          8/19/96
                               SD014                                                          6/18/96
                               SD015                                                           7/2/96
                               SD016                                                          8/26/96
                               SD018                                                          8/12/96
                               SD023                                                          5/21/96
                               SD024                                                           9/6/96
                               SD025                                                          9/16/96
                               SD027                                                          9/26/96
                               SD028                                                          8/26/96
                               SD030                                                           8/6/96
                               SD032                                                          8/11/96
                               SD033                                                          9/30/96
                              SD035-1                                                         9/27/96
                               SD037                                                          10/31/96
                               SD038                                                          10/3/96
                               SD039                                                          10/7/96
                               SD040                                                          8/29/96
                               SD041                                                          10/9/96


<PAGE>



                               SD044                                                          8/30/96
                               SD045                                                           9/6/96
                               SD048                                                          9/19/96
                               SD049                                                          9/16/96
                               SD051                                                          9/25/96
                               SD053                                                          9/25/96
                               SD054                                                          9/24/96
                               SD055                                                          5/25/96
                              SD121-1                                                         9/24/96
                               SD132                                                          11/7/96
                               SD146                                                          10/14/96
                              SD148-1                                                         10/15/96
                               SD149                                                           9/5/96
                               SD151                                                          9/12/96
                               SD168                                                          8/30/96
                               SD174                                                          10/16/96
                              SD178-1                                                         9/13/96
                               SD180                                                          9/13/96
                               SD189                                                          9/25/96
                               SD194                                                          10/15/96
                               SD197                                                          8/30/96
                               SD201                                                          10/16/96
                               SD212                                                          8/16/96
                               SD216                                                          8/30/96
                               SD218                                                          8/23/96
                               SD221                                                          10/6/96
                               SD222                                                           8/7/96
                               SD300                                                          9/13/96
                               SD301                                                          9/13/96
                               SD302                                                          9/13/96
                               SD303                                                          9/13/96
                               SD304                                                          9/13/96
                               SD305                                                          9/13/96
                               SD325                                                          10/1/96
                               SD326                                                          10/1/96
                               SD327                                                          10/1/96
                               SD328                                                          10/1/96
                               SD329                                                          10/1/96
                               SD330                                                          10/1/96
                               SD350                                                           9/5/96
                               SD351                                                           9/5/96
                               SD352                                                           9/5/96
                               SD353                                                           9/5/96


<PAGE>



                               SD375                                                          10/3/96
                               SD376                                                          10/3/96
                               SD377                                                          10/3/96
                               SD378                                                          10/3/96
                               SD379                                                          10/3/96
                               SD380                                                          10/3/96
                               SD381                                                          10/3/96
                               SD382                                                          10/3/96
                               SD383                                                          10/3/96
                               SD384                                                          10/3/96
                               SD385                                                          10/3/96
                               SD386                                                          10/3/96
                               SD387                                                          10/3/96
                               SD388                                                          10/3/96
                               SD425                                                          10/16/96
                               SD426                                                          10/16/96
                               SD427                                                          10/16/96
                               SD428                                                          10/16/96
                               SD429                                                          10/16/96
                               SD430                                                          10/16/96
                               SD431                                                          10/16/96
                               SD432                                                          10/16/96
                               SD450                                                          11/20/96
                               SD451                                                          11/20/96
                               SD454                                                          10/1/96
                               SD455                                                          10/1/96
                               SD500                                                          10/16/96
                               SD501                                                          10/16/96
                               COW01                                                           1/1/97
                               COW02                                                           1/1/97
                               COW03                                                           1/1/97
                               COW04                                                           1/1/97
                               COW05                                                           1/1/97
                               COW06                                                           1/1/97
                               SD004                                                          11/16/96
                               SD011                                                          5/24/97
                               SD017                                                          11/5/97
                               SD019                                                           2/7/97
                               SD020                                                          11/4/96
                               SD021                                                          10/21/96
                               SD026                                                          11/8/96
                               SD029                                                          11/6/96
                               SD031                                                          2/26/97


<PAGE>



                               SD043                                                          10/16/96
                               SD046                                                          10/4/96
                               SD047                                                          5/30/97
                               SD052                                                          5/29/97
                               SD130                                                          2/11/97
                               SD133                                                          12/3/96
                               SD137                                                           4/8/97
                               SD139                                                           4/8/97
                               SD140                                                           2/5/97
                               SD141                                                          9/22/97
                               SD142                                                          11/1/96
                               SD143                                                          10/26/96
                               SD145                                                          12/19/97
                               SD150                                                          5/28/97
                               SD166                                                          10/17/96
                              SD171-1                                                         3/26/97
                               SD191                                                          10/14/96
                               SD199                                                           7/7/97
                               SD214                                                           6/5/97
                               SD215                                                          6/19/97
                               SD220                                                          3/14/97
                               SD400                                                          12/7/97
                               SD401                                                          12/7/97
                               SD452                                                          11/20/96
                               SD453                                                          11/20/96
                                                                                                141
Los Angeles                   LA011-A                                                         3/12/97
                              LA002-B                                                          6/6/97
                              LA009-D                                                         3/20/97
                              LA010-B                                                          5/2/97
                              LA013-A                                                         5/27/97
                              LA014-A                                                         8/20/97
                              LA018-A                                                         3/12/97
                              LA022-A                                                         4/10/97
                              LA023-C                                                         3/29/97
                              LA025-B                                                         5/15/97
                              LA028-A                                                          6/5/97
                              LA029-A                                                         2/26/97
                              LA032-B                                                         3/26/97
                              LA033-A                                                         3/19/97
                              LA039-A                                                          4/7/97
                              LA040-A                                                          4/8/97
                              LA041-B                                                         4/12/97


<PAGE>



                              LA042-A                                                          2/8/97
                              LA043-A                                                         7/26/97
                              LA045-C                                                         6/20/97
                              LA047-A                                                         4/12/97
                              LA048-B                                                          4/8/97
                              LA049-A                                                         4/10/97
                              LA051-A                                                          4/2/97
                              LA062-A                                                         3/25/97
                              LA067-B                                                         6/10/97
                              LA068-B                                                          4/3/97
                              LA070-A                                                         4/19/97
                              LA072-A                                                         9/17/97
                              LA080-A                                                          2/3/97
                              LA096-A                                                         6/28/97
                              LA097-A                                                         7/10/97
                              LA098-B                                                         3/25/97
                              LA102-B                                                         4/29/97
                              LA111-B                                                         7/24/97
                              LA112-A                                                          2/8/97
                              LA113-A                                                          2/8/97
                              LA118-A                                                          5/8/97
                              LA119-B                                                         3/20/97
                              LA120-B                                                         7/22/97
                              LA122-A                                                         5/16/97
                              LA123-A                                                          8/5/97
                              LA125-A                                                         6/18/97
                              LA126-D                                                         4/16/97
                              LA128-A                                                         3/19/97
                              LA129-A                                                         6/17/97
                              LA139-A                                                         3/26/97
                              LA143-1                                                          6/5/97
                              LA145-A                                                         1/24/97
                              LA147-A                                                          2/7/97
                              LA149-B                                                         1/23/97
                              LA151-A                                                         6/10/97
                              LA153-A                                                         1/23/97
                              LA155-A                                                          5/2/97
                              LA158-A                                                         1/29/97
                              LA159-B                                                         1/27/97
                              LA160-C                                                         1/27/97
                              LA161-C                                                          2/7/97
                              LA162-B                                                          5/6/97
                              LA163-A                                                          4/3/97


<PAGE>



                              LA167-A                                                         3/28/97
                              LA170-A                                                         4/11/97
                              LA171-B                                                         1/29/97
                              LA175-A                                                          3/7/97
                              LA177-A                                                         8/12/97
                              LA178-A                                                         2/14/97
                              LA180-A                                                          3/1/97
                              LA181-A                                                         2/14/97
                              LA183-A                                                          3/5/97
                              LA185-C                                                         7/25/97
                              LA190-A                                                         6/13/97
                              LA193-A                                                         3/28/97
                              LA252-A                                                         3/27/97
                              LA255-A                                                          3/7/97
                              LA260-A                                                          2/6/97
                              LA262-A                                                          3/7/97
                              LA263-A                                                         4/16/97
                              LA264-A                                                          3/6/97
                              LA266-B                                                         3/27/97
                              LA268-A                                                         5/14/97
                              LA269-A                                                          5/9/97
                              LA270-B                                                          2/6/97
                              LA271-A                                                          4/4/97
                              LA274-B                                                         5/13/97
                              LA277-A                                                          3/6/97
                              LA278-A                                                         2/13/97
                              LA279-A                                                         2/13/97
                              LA283-A                                                         6/18/97
                              LA292-A                                                          4/2/97
                              LA294-B                                                         8/29/97
                              LA297-B                                                          4/9/97
                              LA300-A                                                         6/12/97
                              LA301-A                                                         2/20/97
                              LA302-B                                                          4/4/97
                              LA310-A                                                         6/13/97
                              LA315-A                                                         8/22/97
                              LA316-A                                                         3/21/97
                              LA327-A                                                          3/8/97
                              LA331-A                                                         2/21/97
                              LA333-A                                                         3/14/97
                              LA335-B                                                         6/19/97
                              LA339-A                                                         3/13/97
                              LA341-A                                                         6/12/97


<PAGE>



                              LA343-A                                                         3/13/97
                              LA358-A                                                         3/27/97
                               LA511                                                          9/18/97
                               LA512                                                          9/18/97
                               LA514                                                          9/18/97
                              LA003-A                                                         7/10/97
                              LA007-B                                                         11/11/97
                              LA016-B                                                         9/23/97
                              LA017-D                                                         10/9/97
                              LA019-B                                                         11/18/97
                              LA021-B                                                         11/19/97
                              LA026-B                                                         10/29/97
                              LA027-D                                                         11/5/97
                              LA050-B                                                         10/31/97
                              LA052-A                                                         9/15/97
                              LA055-B                                                         10/23/97
                              LA060-A                                                         5/27/97
                              LA061-B                                                         10/22/97
                              LA074-A                                                         9/16/97
                             LA064-2A                                                         11/11/97
                              LA075-A                                                         10/23/97
                              LA082-A                                                         11/12/97
                              LA088-A                                                         10/1/97
                              LA091-A                                                         10/1/97
                              LA092-D                                                         11/12/97
                              LA093-B                                                         10/24/97
                              LA095-E                                                         12/15/97
                              LA099-A                                                         6/28/97
                              LA100-B                                                         10/30/97
                              LA105-B                                                         7/18/97
                              LA107-A                                                         11/3/97
                              LA110-A                                                         10/22/97
                              LA117-D                                                         7/15/97
                              LA127-E                                                         11/5/97
                              LA133-A                                                         11/25/97
                              LA144-B                                                         10/30/97
                              LA156-A                                                         10/28/97
                              LA172-A                                                         9/11/97
                              LA173-A                                                          9/2/97
                              LA174-D                                                         10/22/97
                              LA179-B                                                         10/22/97
                              LA184-A                                                          3/5/97
                              LA187-B                                                         10/1/97


<PAGE>



                              LA188-A                                                         10/20/97
                              LA189-A                                                         9/26/97
                              LA199-A                                                         12/16/97
                              LA200-C                                                         9/10/97
                              LA201-B                                                         10/23/97
                              LA257-D                                                         11/10/97
                              LA267-C                                                         10/28/97
                              LA272-A                                                         11/2/97
                              LA273-A                                                         11/20/97
                              LA281-D                                                         10/27/97
                              LA285-A                                                         10/8/97
                              LA286-A                                                         11/17/97
                              LA287-A                                                         9/18/97
                              LA288-C                                                         11/2/97
                              LA290-A                                                         11/4/97
                              LA295-A                                                         11/7/97
                              LA298-A                                                         9/24/97
                              LA311-C                                                         11/18/97
                              LA313-B                                                         11/10/97
                              LA314-A                                                         10/16/97
                              LA318-A                                                         9/25/97
                              LA319-A                                                         11/4/97
                              LA320-B                                                         10/10/97
                              LA321-A                                                         8/21/97
                              LA325-B                                                         10/24/97
                              LA330-A                                                         11/16/97
                              LA338-A                                                         10/23/97
                              LA344-B                                                         10/17/97
                              LA347-A                                                          9/3/97
                              LA513PV                                                         9/19/97
                              LA515PV                                                         9/19/97
                              LA516PV                                                         9/19/97
                              LA517PV                                                         9/19/97
                              LA518PV                                                         9/19/97
                              LA519PV                                                         9/19/97
                              LA520PV                                                         9/19/97
                                                                                       ]        182

                                                                         TOTAL BOLTDOWNS        420

</TABLE>
<PAGE>


                                                                      EXHIBIT B4

               SYSTEM ELEMENT FIELD INSTALLATION AND COMMISSIONING














                                   EXHIBIT B4




                        SYSTEM ELEMENT FIELD INSTALLATION
                                AND COMMISSIONING





                           A   -   Boltdown of BTS Equipment

                           B   -   Commissioning of BTS Equipment

                           C   -   Base Station Cell Integration

                           D   -   Switch / BSC

                           E   -   Project Intervals

                           F   -   Project Management

                           G   -   Program Management

                                   Attachments 1 - 5

<PAGE>



INTRODUCTION

      This  Statement  of  Work  ("SOW")  defines  the  work   requirements  and
      responsibilities  of both  Vendor  and the Owner  which are  necessary  to
      engineer,   furnish,  deliver,  install,   commission  and  test  Products
      furnished  hereunder in accordance with the Project Intervals set forth in
      Section E herein,  and in the case of a BTS, necessary for shipment to the
      Owner's designated FOB Point.  Vendor's obligation to perform the Services
      described  hereunder  assumes  receipt and  acceptance of a valid Purchase
      Order for such Services and associated  Products.  The materials and labor
      required  for  Installation  activities  as  described  below  represent a
      "standard" installation.  Owner understands and agrees that certain of the
      requirements  for such  Boltdown  and  Commissioning  activities  are site
      dependent,  and Vendor reserves the right to quote additional charges on a
      time-and-material  basis as the actual Designated Switch Site(s) or System
      Element  Location(s),  as applicable,  are identified,  in accordance with
      Subsection 7.2 of the Contract.



A.         BOLTDOWN OF BTS EQUIPMENT



 1.1       Activities Required Prior to Boltdown

      Vendor has  responsibility  for  delivering  BTS  equipment to Owner's FOB
      point. The Owner has responsibility for transportation  from the FOB point
      to the Owner's local warehouse in the market.

      If Owner  purchases any of the Service Suites in Section 1 of Schedule 3A,
      the Vendor will be  responsible  for the local  transportation  of the BTS
      equipment from the Owner's local warehouse to the BTS site.

      These activities are the responsibility of the Owner regardless of whether
      the Vendor is  performing  Boltdown  activities  for the BTS. All of these
      activities  must be complete  prior to Boltdown  Activities  beginning  as
      described in item 1.3 below.


                                Responsibilities

  a.     Owner  will  provide  warehousing  for all BTSs,  including  associated
         equipment, at the Owner's designated local warehouse. Owner will notify
         Vendor upon  receipt of Products of any damage  which  occurred  during
         shipment, and, if known, shortages.

  b.     Owner will  provide  Vendor's  authorized  employees  the same level of
         access to the BTS and all  associated  equipment  as  afforded  Owner's
         employees,  to the warehouse and once the BTS has been delivered to its
         permanent System Element Location, including out of hours access.

  c.     Owner will furnish all anchors,  external  mounting  hardware,  and all
         other  material  necessary  for  positioning  and  securing  and  final
         boltdown of the BTS.

  d.     Owner will provide all permits  necessary for System  Element  Location
         construction,   installation,  electrical  and  telco  connections  and
         service activation.

  e.     Owner will be responsible for Local Transportation costs and scheduling
         associated  with the delivery of the BTSs and all associated  equipment
         from the Owner's local warehouse to the System Element Location.
         However if the Owner has purchased one of the Services Suites in

<PAGE>


         Section 1 of Schedule 3A, the Vendor will  be   responsible for  Local
         Transportation.  If the  Owner  has  purchased  Project  Management  as
         described  in  Section  F of  this  Exhibit  B4,  the  Vendor  will  be
         responsible for scheduling  associated with the delivery of the BTS and
         the associated equipment from the Owner's local warehouse to the System
         Element Location. Local Transportation does not including Extraordinary
         Transportation.

  f.     Owner will  engineer the placement of the (C) BTS,  Global  Positioning
         Satellite (GPS) antenna and antenna cable cover assemblies.  Owner will
         also validate the reception of the GPS antenna and furnish any required
         GPS surge protection.  (See Specifications Reference List in Section A,
         Subsection 3 herein.)

  g.     Owner will mount the Global  Positioning  Satellite  (GPS)  antenna and
         install any required GPS surge protection.

  h.     Owner will provide, install,  connectorize and label all antenna cables
         that will be terminated to the BTS.  Owner will complete  antenna sweep
         testing and provide Vendor with successful results from such tests.

  i.     Owner  will  provide  and   coordinate   scheduling   of  the  licensed
         electrician  (union if necessary)  for the  connection of the AC to the
         BTS.

  j.     Owner will provide and install  Telco,  T1 and alarm cables through the
         conduit and into the (c)ACCA and connectorize and label each cable.

  k.     Owner will design and  construct  all  grounding  systems,  connect all
         grounds (BTS,  (c)ACCA,  GPS antennas,  etc.) and perform proper Megger
         Grounding  test  to  the  agreed  upon  specifications  listed  in  the
         Specifications Reference List in Section A, Subsection 3 herein.

  l.     Upon  completion of its  obligations  as set forth in this Section 1.1,
         Owner shall complete a BTS Construction Site Ready For Acceptance Check
         List in  accordance  with  Attachment I herein and forward such list to
         Vendor.


      These  activities  are also the  responsibility  of the  Owner and must be
      complete prior to the Vendor beginning Boltdown Activities as described in
      item 1.3 below.

  m.     Antenna sweep has been successfully completed and all test results have
         been performed in accordance  with Section A, Subsection 3 and accepted
         by Vendor.

  n.     Telco  Span  (T1) has been  successfully  tested,  including  backhaul:
         Straight  Span,  Drop & Insert,  Test  results  have been  accepted  by
         Vendor.

  o.     Switch translations and packet pipes provisioned.

  p.     At each BTS System  Element  Location,  a POTS line or  wireless  phone
         service is  available.  Such phone will be used for  business  purposes
         only.

  q.     Electrical  (AC)  is  available  on  the  System  Element  Location  as
         specified in Section A herein, as applicable.



<PAGE>



1.2      Material Supplied for each BTS Boltdown

  1.2.1  The following  material  shall be supplied by the Owner for each
         BTS installation.

   a.        BTS Isolation Pad / I-Beams

   b.        Bottom Cover Plate

   c.        Power Cables and Connectors

   d.        Coax Cables and Connectors

   e.        GPS Antenna Coax and Connectors

   f.        GPS Antenna Mounts

   g.        T1, TELCO, & Alarm Cables

   h.        Commercial AC Wiring

   i.        Wire Raceways

   j.        Electrical and RF Cables Conduit

   k.        Cable Entry Systems (may choose from the following)

      (i)          ROX Block System

      (ii)         Seal Tight Conduit and Locking Collars

      (iii)        Cord Connectors


  1.2.2  The following  material shall be supplied by the Vendor for each BTS
         installation if the Vendor is responsible  for  Boltdown Activities.

   a.   GPS Antenna

   b.   Compact Antenna Cable Cover Assembly (ACCA)

   c.   Jumper Cables

   d.   BTS Mounting Kit (as applicable):

             (i)   M12 Hilti  anchors for pad
             (ii)  Bolts for platform
             (iii) Bolts for rooftop mounts




<PAGE>



 1.3      Boltdown Activities

      These Boltdown  Activities will be the  responsibility  of the Vendor only
      when the Owner has  purchased  the  "Boltdown"  service  in  Schedule  3A.
      Otherwise the Owner will be responsible for these activities. Prior to the
      Vendor performing these  activities,  all of the activities in Section 1.1
      "Activities Required Prior to Boltdown" must be successfully completed.



                                Responsibilities

  a.     Provide and install the conduit and cables for electricity  (AC), Telco
         (T1, POTS etc.),  heat strips (where  necessary)  and alarm cables from
         the Power  Protection  Cabinet (PPC) to the BTS.  During Boltdown these
         cables are not to be  terminated  to the BTS,  (Refer to  Commissioning
         activities).

  b.     Provide all tools and test equipment required for installation.

  c.     Mount the BTS onto the pad,  (ii) bolt the BTS to anchors,  (iii) place
         batteries  in trays  (see  Section A 1.8) and mount the  antenna  cable
         cover assemblies.

  d.     Remove any debris or refuse from the System Element Location resulting
         from BTS installation.



 2.   System Element Location Site Not Ready

         Vendor  reserves  the right to charge  Owner for  downtime  and  travel
         expenses  for the  dispatch  of  Vendor  personnel  to  System  Element
         Locations  as  applicable,  which are not ready to begin  Installations
         applicable as scheduled.  Owner will be responsible for reimbursing the
         Vendor for all downtime  lost due to  actions/inactions  by Owner,  its
         agents or  subcontractors.  All such charges,  including hourly charges
         (supported by  reasonable  documentation  provided by Vendor),  will be
         charged at  Vendor's  standard  rates then in effect  unless  otherwise
         specified in the Contract.

         All such  charges  will be paid by Owner  within  thirty  (30)  days of
         receipt of Vendor's invoice thereof.


<PAGE>



 3.   Specifications Reference List for the 1.9Ghz BTS

         The  following  documents  describe  and  govern the  installation  and
         cabling of outdoor BTS  Products  as provided by the Vendor  hereunder.
         Vendor  reserves  the right to update  these  documents  or to  provide
         additional  documents  as may be  necessary  to reflect  changes in BTS
         installation, testing procedures and/or practices.


  Document   Number          Title
  IM         401-703-300     CDMA Mini Cell Installation (Document restricted to
                             internal Lucent use/not available for order or use
                             by the Owner)
  IM         Handbook
             Section 222     CDMA Mini Cell Installation & Integration Tests
                             (Document restricted to internal Lucent use/not
                             available for order or use by the Owner)

 IM          IEH 18          Power Plant Installation






<PAGE>





B.         COMMISSIONING  OF BTS EQUIPMENT



 1.1      Activities Required Prior to Commissioning

         All  activities  in  Section  A of this  Exhibit  B4  `Boltdown  of BTS
         Equipment' must be  successfully  completed in order for the BTS System
         Element Location to be declared "Site Ready" for Commissioning.

         A System  Element  Location  will be  declared  "Site  Ready"  upon the
         successful  completion of the "Site Ready Check List"  attached to this
         Exhibit B4 as Attachment 1.

         The Site Ready Check List must be  completed by Owner and signed off by
         Vendor's designated representative assigned to the PCS Systems in which
         the work is being  performed.  Owner will provide to Vendor a completed
         Site Ready Check List with all items verified.  Such check list must be
         completed  by  Owner  and  signed  off  by  Vendor  prior  to  Vendor's
         Commissioning personnel being dispatched to the Site.

         The following  activities are the  responsibility  of the Owner and are
         not considered part of the Commissioning activities.


                                Responsibilities

   a.    If required  by the Owner,  the Owner will scan the bar code on all BTS
         Products  (field  replaceable  units  only)  during  Commissioning  and
         organize  the  data  for the  purposes  of  maintaining  site  specific
         historical information.

  b.     Owner may provide qualified personnel to witness BTS Commissioning.

  c.     Owner will provide a rolling  forecast for the  installation of BTSs in
         accordance with Subsection 7.5 of the Contract, in clusters of five (5)
         or more per market, with a minimum four (4) week lead time prior to the
         commencement of BTS commissioning or as negotiated on a local basis.

  d.     Antenna sweep has been successfully completed and all test results have
         been performed in accordance  with Section A, Subsection 3 and accepted
         by Vendor.

  e.     Successful  Megger  testing of ground  systems  has been  completed  in
         accordance with Section A, Subsection 3, as applicable.

  f.     Telco  Span  (T1) has been  successfully  tested,  including  backhaul:
         Straight  Span,  Drop & Insert,  Test  results  have been  accepted  by
         Vendor.

  g.     Switch translations and packet pipes provisioned.

  h.     At each BTS System  Element  Location,  a POTS line or  wireless  phone
         service is  available.  Such phone will be used for  business  purposes
         only.

  i.     Electrical  (AC)  is  available  on  the  System  Element  Location  as
         specified in Section A herein, as applicable.



<PAGE>



 1.2      Commissioning Activities



                                Responsibilities

a.   Vendor  will  provide  Commissioning  teams  once (5) or more BTSs in a PCS
     System are ready for  Commissioning  or as negotiated on a local basis.

b.   Vendor owned tools and test  equipment will be used by Vendor to Commission
     the BTS.

c.   Upon Vendor's receipt and acknowledgment of the BTS Construction Site Ready
     For Acceptance Check List (Attachment 1 to Exhibit B4), Vendor will execute
     the Commissioning tests [Minicell Installation 401-703-300],  in accordance
     with (i), the tests as set forth in [Handbook  Section 222] Attachment 2 to
     this  Exhibit  B4 (BTS  Commissioning  Form and (ii),  Section E Exhibit B4
     ("Project Intervals"). Owner shall be notified reasonably in advance of the
     commencement of Commissioning.

d.   Vendor will connect all batteries and circuit packs delivered to the BTS
     System Element Location.

e.   Vendor will provide,  place and terminate all RF cables from (i) the BTS to
     the ACCA, (ii) ACCA to the antenna cables(s), and (iii) from the BTS to the
     GPS, including all clamps, connectors, etc.

f.   For growth  cells in existing  markets  (PCS  Systems),  Owner will perform
     Switch  database  administration  and BTS data down loading.  Owner will be
     responsible for all changes to database engineering and Switch translations
     necessary to integrate a newly  Commissioned BTS into an existing "on air"'
     network.


 2.   Specifications Reference List for the 1.9Ghz BTS

         The  following  documents  describe  and  govern the  installation  and
         cabling of outdoor BTS  Products  as provided by the Vendor  hereunder.
         Vendor  reserves  the right to update  these  documents  or to  provide
         additional  documents  as may be  necessary  to reflect  changes in BTS
         installation, testing procedures and/or practices.


Document  Number         Title
IM        401-703-300    CDMA Mini Cell Installation (Document restricted to
                         internal Lucent use/not available for order or use by
                         the Owner)
IM
          Handbook
          Section 222    CDMA Mini Cell Installation & Integration  Tests
                         (Document restricted to internal Lucent use/not
                         available for order or use by the Owner)

IM        IEH 18         Power Plant Installation


<PAGE>



C.      BASE STATION CELL INTEGRATION

 1.   Activities Required Prior to BTS Cell Integration

  a. MSC and Access Manager has passed acceptance  process (See Attachment 4 and
     5).
  b. Fully installed and commissioned base station (See Attachment 2).
  c. AC power on-line on 24 hour x 7 days a week.
  d. Backhaul facilities (T1 or MW) on-line 24 hour x 7 days a week fully
     supporting the designed number of packet pipes.
  e. Demonstrated (completed testing checklist) BTS connectivity to MSC.
  f. Antennas  installed  and  oriented  per  RF  design   documentation,   and
     successfully swept (see Attachment 1). g. BCR power  attenuation  settings
     correctly set on BTS (performed during BTS Installation; see Attachment 2).
  h. Additional BTS Integration work may be required due to rework (e.g. BTS or
     backhaul facilities not functioning, etc.) and additional  BTS Integration
     fees may be applicable.  These fees would only apply to rework causes that
     are outside Lucent's contractual responsibilities.


 2.   Typical Crew Content & Duration for Base Station Cell Integration

               One MSC technician per market.

               One Base Station technician.

               Project management oversight.


 3.   Activities Required for BTS Cell Integration

         Integration will include the following and will be performed per Lucent
         Document Handbook Section 222. The integration  process is accomplished
         from the switch remotely from the BTS. The tasks to be performed during
         the integration process are:

  a.      Verify transmission and CSU/DSU facilities.
  b.      Download software from MSC.
  c.      Initialize BTS equipment.
  d.      Perform diagnostic tests for BTS.
  e.      Perform call through testing.
  f.      Perform other various functional tests.



<PAGE>




D. SWITCH

         The  responsibilities  of  both  Owner  and  Vendor  as set out in this
         Section D relate only to the Installation of Switch Products.

1.0      Vendor's Roles and Responsibilities
         Vendor, or its designated agent(s) or  Subcontractor(s),  shall perform
          the following:

         1.1    Engineer,   furnish,  deliver,  install,  and  test  all  Switch
                Products as  described  herein,  in  accordance  with  Section E
                herein ("Project Intervals"),  the applicable Specifications and
                Attachment  3, 4, and 5 to this Exhibit B4.  Delivery  requiring
                special lifting devices or vehicles to facilitate  delivery will
                be at  additional  charge  to  Owner  and  coordinated  with the
                Vendor.

         1.2    Furnish a Customer  Input(CI)  Questionnaire and Data Base
                Engineering  Questionnaire for completion by Owner.

         1.3    Provide  draft  floor  plans of the  Designated  Switch Site for
                Owner's approval. Floor plan layouts will be finalized at the CI
                meeting.


         1.4    When  necessary,  perform a site visit to Owner's  facilities to
                review   the   information    collected   from   the   completed
                Questionnaires,  survey the Designated  Switch Site and generate
                floor  plans to  engineer  and  install  the Switch  Products CI
                meeting).  Any  Services in  addition to those  included in this
                Section C which may be  requested by Owner as a result of the CI
                meeting shall be quoted by Vendor, and if such quote is accepted
                by Owner,  will be  documented  in a Change  Order  pursuant  to
                Subsection 7.2 of the Contract.

         1.5    Deliver the Switch Products to the Designated  Switch Site on or
                before the date  specified  in Section E ("Project  Intervals").
                Owner shall provide all necessary shipping information and Owner
                contact   personnel  name  and  telephone  number  for  delivery
                coordination  no later than three (3) weeks  prior to  scheduled
                ship date of Switch Products.


         1.6    Vendor shall acknowledge  receipt of the Switch Site Ready Check
                List within two (2) days of receipt.  Upon acknowledgment of the
                Switch Site Ready check list,  begin  Installation of the Switch
                Products,  in accordance with Section E herein and utilizing the
                applicable  sections  of the  Lucent  Technologies  Installation
                Handbook.

         1.7    Provide all tools, installation and test equipment necessary for
                performance of Vendor's  obligations  listed herein.  Any use of
                Vendor's  tools and/or test  equipment by Owner must be approved
                by Vendor and may subject Owner to additional charges. Vendor to
                provide their own mobile phones.

         1.8    Comply with the Owner's security regulations for the Designated
                Switch Site.

         1.9    Furnish  and  install  cable  required  to  connect  the  Switch
                Products to the demarcation points defined below:

<PAGE>
                1.9.1  Telco Facilities Demarcation

                Switch

                The Telco facility demarcation points are defined as the DSX
                Jacks (to be provided by Owner). Terminal blocks required for
                Products, VF, data, and alarm cables will be provided and
                installed by Vendor on Owner's Intermediate  Distribution Frame
                ("IDF").  Up to 100 ft. of each type cable (standard  length)
                shall be  provided  by Vendor  to  connect the Switch  Products
                to the IDF. Vendor will cross connect the jumpers as directed by
                Owner.  Additional  cable and associated  materials,  if
                required,  will be Provided at Owner's expense.  Vendor shall
                terminate the Switch DS-1 cables to the Owner-provided DSX
                panel.  Owner shall be responsible for bringing and connecting
                all other DS-1 facilities to the DSX.

                1.9.2  DC Power System Demarcation

                Switch

                The DC power system  demarcation  point is defined as the DC
                power board fuse(s) and/or  breaker(s).  Wire for each power and
                return lead shall be  provided  by Vendor (amaximum  of 50 ft.
                per frame) to connect to the Switch Products.  Additional wire
                and associated materials, if required, will be provided at
                Owner's expense. DC fuses and/or breakers and any other part of
                the power board or DC power system (including  inverters) are
                not provided by  Vendor. Information regarding the required fuse
                and/or breaker quantities and sizes will be provided by the
                Vendor, with actual hardware provided by the Owner.

                1.9.3  Alarm System Demarcation

                Switch

                The alarm system  demarcation point is defined as the Vendor
                furnished alarm terminal block or Owner provided IDF. Up to 100
                ft. of alarm cable shall be provided by Vendor to connect
                Product alarms to the terminal block. Up to 100 ft. of cable
                shall also be provided to connect  Vendor's alarm display and
                control panel at the Switch.  Additional cable and associated
                materials, if required, will be provided at Owner's expense. Any
                alarm points that the Owner may want to take to an external
                alarm system will be done at Owner's expense.

                1.9.4  Switch Demarcation

                Owner's designated DSX position.

         1.10   If requested by Owner and at Owner's additional expense, provide
                all overhead cable trays at each Designated  Switch Site for the
                Switch room and Transport room.

         1.11   At each  Designated  Switch Site,  provide up to 50 ft. of wire
                for the ground lead extending from the Products to the Main
                Ground Bar (MGB).

         1.12   Furnish,  install and test two (2) video display units,  two (2)
                printers.  No telephone key system or  telephones  are provided.
                Any  additional  items will be provided and installed at Owner's
                expense.

         1.13   Complete  the  Switch  Installation  on or  before  the  date as
                specified in Section E ("Project Intervals") herein.

<PAGE>



2.0      Owner's Roles and Responsibilities

         Owner or its designated agent(s) or subcontractor(s), shall perform the
            following:

         2.1    Provide  overall program  management and  engineering  functions
                related to the  Owner's  responsibilities  listed  herein.  This
                includes, but is not limited to, management of schedules for BTS
                shipments,   other  product  suppliers,  telco  circuit  orders,
                utility orders,  building access  coordination,  and engineering
                relating to the applicable Designated Switch Site.

         2.2    Provide  all  real  estate  property,  environmental  approvals,
                leases,   rents,   rights-of-way   and  all  local  and  federal
                government  permits and licenses  applicable to the Installation
                and  operation  of a CDMA MTA and/or BTA market  (excluding  any
                applicable  permits  required  in the normal  course of Vendor's
                doing business),  including but not limited to,  Certificates of
                Occupancy and FCC, construction, zoning and FAA permits.

         2.3    Gather  the  information  necessary  to  complete  the  Customer
                Information  and  Data  Base  Engineering  Questionnaires  on or
                before the  applicable  date  specified  in Section E  ("Project
                Intervals").

         2.4    Review,  approve and return  Vendor's  draft floor plan for each
                Designated  Switch  Site on or  before  the  date  specified  in
                Section E.

         2.5    Prepare the Switch System Element Location as necessary,
                including the following:

                2.5.1    Provide  all   required   architectural   work,   civil
                         engineering and  construction  work including,  but not
                         limited to, site acquisition,  site preparation such as
                         grading,  removal of trees and debris, roads, tower and
                         building foundations, and fencing.

                2.5.2    Install  Vendor  provided  GPS  antenna  system and all
                         associated  cabling prior to BSC install  start.  Owner
                         will be  responsible  for  cross-connection  of  Switch
                         cables at the DSX position designated by Owner.

                2.5.3    Provide adequate building facilities,  utilities, space
                         and environmental  conditions for Vendor's Installation
                         personnel  and  Products  as  well as any  other  Owner
                         equipment.  Owner  shall  ensure  that each  Designated
                         Switch  Site  is  prepared  in   accordance   with  the
                         environmental requirements for Vendor's Switch Products
                         as set forth in Section C,  Subsection 3.0 herein.  All
                         Designated  Switch Sites shall  provide safe access for
                         Installation  personnel taking into account the kind of
                         activity to be  performed,  the  location of the sites,
                         and inclement weather conditions.

                2.5.4    The Designated Switch Site shall have air-conditioning,
                         heating,  ventilation,  lighting and  adequate  working
                         space  that is free of debris and other  clutter  which
                         might hinder the Installation. The building must be dry
                         and free from dust and in such  condition  as not to be
                         hazardous  to  Vendor  personnel  or the  Products  and
                         materials  to be  installed.  Vendor  shall  gather and
                         separate debris from usable material, mark accordingly,
                         and place in an area  identified  by Owner for  Owner's
                         pick-up  and  disposition.  The air  conditioning  duct
                         should  be  purged  by the  Owner  prior  to  equipment
                         delivery.

                2.5.5    Provide any building  renovations,  computer floors and
                         wall penetrations. Provide openings (including elevator
                         space where  required) to allow the Switch  Products to
                         be placed into position.  All Owner  provided  material
                         and utility and telco services shall be

<PAGE>


                         installed prior to Lucent Technologies job start date.

                2.5.6    Provide and install adequate fire fighting apparatus at
                         each Designated Switch Site. Activation of a water fire
                         extinguishing system may void the Product warranty.

                2.5.7    Provide and install all  required  commercial  AC power
                         and associated fixtures including,  but not limited to,
                         all necessary conduits, AC panels, AC circuit breakers,
                         AC  fuses,   building  wiring,   convenience   outlets,
                         lighting  and AC  grounds.  All  electrical  facilities
                         shall  conform  to the  latest  issue  of the  National
                         Electrical  Code (NEC) and any local  codes to insure a
                         safe work area.

                2.5.8    Provide  adequate  security  for the  Switch  Products,
                         installation  materials  and  tools at each  Designated
                         Switch Site and/or storage facility (if required).

                2.5.9    Provide three  telephone  lines (two for modems and one
                         telephone  set) and  service  (dial  tone  from a local
                         exchange) at each Switch  Designated  Switch Site.  One
                         (1) line at installation start, and two (2) modem lines
                         four  (4)  weeks  prior  to  commissioning  start.  All
                         traffic  generated by Vendor  personnel will be limited
                         to business  and Product  testing  purposes  only.  Any
                         personal  calls will be the  responsibility  of Vendor.
                         Costs to be provided on a  pass-thru  basis.  Vendor to
                         supply own phones.

         2.6    Engineer,  furnish, deliver, install and test the following in a
                professional and workmanlike manner:

                2.6.1    All required  overhead  cable trays at each  Designated
                         Switch  Site.  If  requested  by Owner,  and at Owner's
                         additional expense, such cable trays can be provided by
                         the Vendor for the Switch room and Transport room.

                2.6.2    An IDF for each Designated Switch Site. The IDF can be
                         a free standing rack.

                2.6.3    A single point grounding system, including an MGB and
                         all subsequent connections to the ground field, shall
                         be provided for the Products at each Designated Switch
                         Site.  The ground fields shall measure 5 ohms or less.

                2.6.4    A  negative  48 VDC power  system  and a 500VA DC to AC
                         inverter for each Designated Switch Site, including any
                         alarm cables, terminal blocks and AC power wiring.

                2.6.5    Dedicated DS-1 facilities to connect each Switch to the
                         PSTN.  If  direct  digital  DS-1   facilities  are  not
                         available,  the  Owner may  incur  additional  costs to
                         interface  the  Products.  DS-1  facilities  are  to be
                         provided  (from the DSX panel provided by Owner) to the
                         Telco   facility   demarcation   point  as  defined  in
                         paragraph 1.9.1 of this Section C of this Exhibit B4 at
                         each Designated Switch Site.

                2.6.6    All DSX cross connect panels including:  any associated
                         relay racks,  fuse and alarm panels,  power wiring,  HF
                         cables,  jumpers,  alarm cables, VF jack fields,  patch
                         cords and terminal blocks.


                2.6.7    All  alarm  sensors and  wiring,  other than those
                         which are included with the Products,  and connect such
                         sensors  and wiring to  Owner-provided  alarm  terminal
                         blocks.  This  includes,  but is not  limited  to, open
                         door,  high/low  temperature,  tower  lights  and smoke
                         detector alarm sensors.

<PAGE>




                2.6.8    All owner provided  material shall be available to
                         Lucent Installation prior to the job start date.

         2.7    Provide   Vendor-designated   personnel   free  access  to  each
                Designated   Switch  Site  as   required  to  perform   Vendor's
                obligations  under the  Contract.  Access is to be  provided  as
                follows:

                2.7.1    Adequate  roads and parking to each  Designated  Switch
                         Site for delivery vans and two-wheel drive vehicles.


                2.7.2    Owner shall provide all required security passes and
                         clearances.

                2.7.3    Owner will provide  Vendor's  authorized  employees the
                         same level of access to the  Designated  Switch Site as
                         afforded Owner's employees.  Vendor shall provide Owner
                         twenty-four  hours'  advance  notice  of the  need  for
                         access. Telephonic notification is permissible.

         2.8    The  Owner  will   provide   proper   floor   loading  and  wall
                installation  and any  additional  bracing  needed  to meet  any
                Federal, State or Local Government seismic zone requirements. If
                requested in the CIQ, Vendor will provide and install earthquake
                anchoring kits for the Switch at an additional expense to Owner.

         2.9    Owner shall  provide free  telephone  service (air time and long
                distance) to Vendor  personnel  during the Term of this Contract
                as  may  be   necessary   for  the   Vendor  to  carry  out  any
                Installation,   testing,   or  other   Services   necessary  for
                Installation of the Switch . The purpose of such service will be
                to support the Switch Product Installation for testing purposes,
                business  communications,  and safety needs of Vendor personnel.
                The  free  service  shall  include,   but  not  be  limited  to,
                activation charges, air time, long distance,  and roamer charges
                for both cellular and wired service.

         2.10   The Owner will  provide the Vendor's  personnel  clear access to
                all end  points  that are to be  cabled  to or from  the  Switch
                and/or  the  BSC.  The  Owner  will  be   responsible   for  any
                construction  associated with clear access (holes through walls,
                etc.)  and  any   subsequent   construction   needed  per  local
                ordinances  or building  codes once  cabling is  complete  (fire
                stopping, etc.).

         2.11   All Owner provided materials or services shall be available
                prior to Lucent's commencement of installation services.


3.0      Products Environmental Requirements

         3.1    All  preparation  work for the  Designated  Switch Site shall be
                performed  in such a way as to  allow  operation  of the  Switch
                Products in  accordance  with  Vendor's  standard  environmental
                requirements  for the  Products.  Operation  outside  the normal
                conditions will void the warranty.

                3.1.1    In the event Owner elects to deploy the Switch Products
                         in areas  where  Owner has reason to  believe  that the
                         normal  environmental  parameters for such Products may
                         be exceeded,  Owner and Vendor shall  mutually agree on
                         the  conditions  in which the  warranty  may  remain in
                         effect.

<PAGE>




4.0      Owner's completion of its  responsibilities  as set forth in Section C,
         Subsection  2 and  Vendor's  sign-off  of the  Site  Ready  Check  List
         referenced in Section D herein shall  constitute the Designated  Switch
         Site as being "Site Ready."

5.0      Designated Switch Site Ready for Switch  Installation

         Completion of Owner's responsibilities as set forth in Section C herein
         shall result in the  Designated  Switch Site being  declared Site Ready
         for Installation.

6.0      System Element Location/Designated Switch Site Not Site Ready

         6.1    Vendor  reserves  the right to charge  Owner  for  downtime  and
                travel  expenses for the dispatch of Vendor  personnel to System
                Element  Locations or Designated  Switch Sites,  as  applicable,
                which are not ready to begin Installation  and/or  Commissioning
                as  applicable  as  scheduled.  Owner  will be  responsible  for
                reimbursing   the   Vendor   for  all   downtime   lost  due  to
                actions/inactions  by Owner, its agents or  subcontractors.  All
                such charges,  including hourly charges (supported by reasonable
                documentation  provided by Vendor),  will be charged at Vendor's
                standard rates then in effect unless otherwise  specified in the
                Contract.

                All such charges  will be paid by Owner within  thirty (30) days
                of receipt of Vendor's invoice thereof.

         6.2    Vendor   reserves  the  right  to  re-assign  its   Installation
                personnel  should the  downtime  described  in Section 4.1 above
                exceed three (3) consecutive  days. Vendor reserves the right to
                charge,  in addition  to its hourly  downtime  rate,  actual and
                reasonable  expenses  incurred to cover cost of travel  expenses
                for its employees or Subcontractors.

                All such charges  will be paid by Owner within  thirty (30) days
                of receipt of Vendor's invoice thereof.

         6.3    Owner   reserves   the  right  to  cancel   Vendor's   scheduled
                commencement of  Commissioning  without  penalty,  with ten (10)
                business days notice.  This notice must be written and signed by
                an authorized  Owner employee.  This notice must be acknowledged
                in writing by Vendor's  designated  representative  prior to the
                start of such ten (10) day period.  Electronic mail or facsimile
                notices are acceptable.



<PAGE>




E. PROJECT INTERVALS

         These typical intervals set forth below assume that the Products and/or
         Services, as applicable, have been forecasted.
<TABLE>
     1.0 Order to Delivery Intervals

        <S>                                           <C>                       <C>               <C>
         Activity                                     Switch                    BTS               MSC Power

         Questionnaire Received by Lucent             Week 1

         Quote Return to Owner For Approval           Week 2                    Week 1

         Quote Accepted / Order Placed                Week 3                                      Week 1

         Engineering  Specs In Factory                Week 4-7                  Week 3            Week 2-5

         Manufacture/Assemble/Test                    Week 8 - 12               Week 4 - 6        Week 6 -13

         Ship                                         Week 12                   Week 6            Week 13

         Delivery                                     Week 13                   Week 7

         Switch Installation Begins                   Week 14-21                Week 8            Week 15-19

         Complete                                     Week 21                   Week 8            Week 19

         *         Assumes Owner has reviewed and approved floor plan.

     2.0 Services Intervals

             Activity                                  Switch  **                 BTS ***
             Installation Complete                     Site Ready sign-off        Site Ready sign-off
                                                       plus                       plus
                                                       12 weeks                   3 days
</TABLE>

        **    Vendor's  Price  assumes no more than three (3) Switches s will be
              Commissioned  concurrently,  with  work  to  be  performed  Monday
              through Friday (excluding  Vendor  Holidays),  not to exceed forty
              (40) man hours  per week.  Performance  of  Installation  Services
              which  require  Vendor's  personnel  to work more than  forty (40)
              hours per week,  and/or the  Installation  of more than 3 Switches
              concurrently,  if  requested by Owner,  will result in  additional
              charges to Owner at premium rates.

        ***   Vendor's  Commissioning  Price  assumes a steady  work flow of not
              more  than  300  BTSs per  calendar  month in no more  than 20 PCS
              Systems,  in  clusters  of  five  (5) or  more,  with  work  to be
              performed Monday through Friday,  (excluding Vendor Holidays), not
              to  exceed  forty  (40)  man  hours  per  week.   Performance   of
              Commissioning  Services which require  Vendor's  personnel to work
              more than forty (40) hours per week,  and/or the  Commissioning of
              more than 300 BTSs per month,  if requested by Owner,  will result
              in additional charges to Owner at premium rates.






<PAGE>


F.   PROJECT MANAGEMENT

         Note: Project Management is associated with Per Cell Pricing
          (See Section 2 of Schedule 3A)

         Vendor will provide  Owner proven  support in the timely  management of
         the effort of delivery,  boltdown,  commissioning,  and  integration of
         base station  equipment  as  described in the  Statement of Work listed
         below.

1.0      Statement of Work

         1.1    Work with Owner Site  Development  personnel  involved with
                Site  Acquisition to insure timely ordering of PCS Minicells and
                provide  accurate  forecast  reports  based on data  supplied by
                Owner's Site Acquisition personnel.

         1.2    Provide status reports to Owner as requested.

         1.3    Manage on time delivery of PCS Minicells  from the Owner's local
                distribution   warehouse   to  the  Site.   This   includes  any
                extraordinary   delivery   requirements   such  as   cranes   or
                helicopter.  (Cost of extraordinary delivery or delivery greater
                than  50  miles  from  Owner's   warehouse   will  be  an  Owner
                responsibility.)

         1.4    Project  Manage  Vendor   Installation   Services  for  bolting,
                installing, testing and integration of the PCS Minicells.

         1.5    Project  Management will coordinate with construction  schedules
                the:  bolting down,  installation,  testing and  integration  of
                Minicells.

         1.6    Provide PCS Minicells  serial number by Site to Owner and Vendor
                Product  Management.  Providing  the  Serial  Numbers  to Vendor
                Product Management will facilitate any changes and warranty work
                that may be covered under the Vendor Change Notice (CN) process.

         1.7    Project Manage PCS Minicell optimization including sector
                testing.

         1.8    Hold or attend Build Plan and  Construction  status  meetings to
                report equipment integration status as needed.

2.0      Planning Assumptions

         2.1    Resources required will be determined by joint agreement.

         2.2    Vendor  will  manage  transportation  of the PCS  Minicells  and
                associated equipment to the Site. The cost for this service will
                be fixed per Site.  Extraordinary  charges,  crane,  helicopter,
                special equipment or additional personnel etc., when applicable,
                will be a Owner responsibility.

         2.3    Owner will be responsible for insurance and damage including any
                losses due to transportation and storage. Normal Vendor warranty
                applies to unit functional failure.  Unit damage occurring while
                in shipment,  or while stored at the Owner's local  distribution
                center is at Owner cost.

         2.4    A purchase order will be signed prior to start of work efforts.

<PAGE>




G.    PROGRAM MANAGEMENT

         Program Management is defined as the coordination, scheduling, tracking
         and  controlling  of a Wireless  Project  with the  presence of a local
         project  manager  in the local  market to  ensure  the task of  meeting
         schedules  and  budgets  are  accomplished.   Vendor  Wireless  Program
         Managers (WPM's) will be responsible for tracking cell site development
         from the RF engineering phase through site  acquisition,  construction,
         BTS  installation,   integration  and  optimization.  All  vendors  and
         contractors will have been selected and contracted by the Owner.

         The Vendor  Wireless  Program  Manager  will be a delegate of the Owner
         Regional  Implementation Manager. The Owner's Implementation Manager is
         free  to  customize  the  role  of  the  WPM  by  assigning   whichever
         responsibilities  they  choose to Lucent.  The WPM will  represent  the
         Implementation  Manager's interest in meetings and correspondence  with
         all key  contractors,  vendors  and  other  Owner  units.  The WPM will
         provide  written  and verbal  communication  to the  project  status at
         whatever intervals requests. The WPM will also provide at least monthly
         management  review  sessions to be  conducted in person at the Regional
         Headquarters.

1.0      Program Management Role

         The WPM is expected to ensure  discipline  across the deployment of the
         project. Criteria in this area include:

          1.1 Meeting performance standards
          1.2 Ensuring consistency in application
          1.3  Achieving  excellence  in  execution
          1.4 Working for continuous improvement

2.0      Accountability

         The Wireless  Program  Manager  assumes  accountability  for the entire
         project. The areas of accountability are:

              2.1       Defining the project scope
              2.2       Assembling and directing the project team
              2.3       Engaging all support organizations
              2.4       Identifying resource requirements
              2.5       Serving as the primary customer liaison
              2.6       Reporting project status
              2.7       Managing all changes
              2.8       Acquiring customer's acceptance

3.0 Program Management Service Components

              3.1       Project Control - All of the activities required to
                        manage the program costs and schedule:

                3.1.1   Change  Control - Provides support that not only
                        includes the management of changes as per the contract,
                        but also ongoing assessment and trending of changes.



<PAGE>





                3.1.2  Management  of  Schedules  and  Reports

                       - Master Project Schedule
                       - Schedule for the functional service areas
                       - Charts that reflect progress against plan
                       - Weekly status reports, which could include:

                            RF Plan, Site Acquisition Plan, Spectrum Clearance
                            Plan, Microwave Facilities - Design Activities,
                            Microwave Facilities - Detailed Engineering Plan,
                            Site Construction, Network Design Plan, Cell
                            Engineering Plan, Switch Engineering Plan, Cell
                            Plan, Optimization Plan.

              3.2       Contract Administration

                Interpret  and  maintain  the  contract  to ensure that there is
                total understanding of planned deliverables:

                3.2.1  Provide claims management.
                3.2.2  Perform project administration.
                3.2.3  Provide records management.
                3.2.4   Contract  administration  functions  ensure  that  every
                        member of the team  understands  their  responsibilities
                        and addresses the proper objectives.

              3.3       Accounting/Controller Management

                Analyze all vendor and  subcontractor  billing to verify product
                delivery and performance as per the purchase agreements.

              3.4       Management of Functional Services

                RF Design, Site Acquisition, Network Planning and Development,
                Spectrum Clearing/Microwave Relocation, Construction Management,
                Microwave Backhaul Services, Cell Engineering, Switch
                Engineering, and Optimization Services.

              3.5       Experience and Education

                The WPM is a veteran  project  manager  with two  years  service
                working  on  Owner   projects  as  well  as  extensive   project
                management  experience in other areas of the  telecommunications
                industry.   The  WPM  has  proven  to  have  strong  leadership,
                organizational and personal relations skills and has achieved or
                is in pursuit of accreditation as a Professional Project Manager
                (PMP).

 4.0      Program  Management Pricing

         Due to the extreme  variability  in scope this  service is priced using
         the Time and  Material  method.  Prior to project  inception  Owner and
         Vendor must agree to the expected duration of the project.  Any partial
         months  would be  prorated.  All travel and living costs will be at the
         Vendor's  standard  per-diem  rate and will be subject  to the  Owner's
         prior approval.  A purchase order will be signed prior to start of work
         efforts.


<PAGE>



                 Lucent Technologies and Sprint PCS Proprietary


                                  ATTACHMENT 1
                                  To Exhibit B4
                             BTS CONSTRUCTION SITES
                      READY FOR ACCEPTANCE (RFA) CHECKLIST

Site Name:                                             Site #:

Site Address:                                          Date Submitted:


Site Ready:  Construction Elements


Type of Site:  Raw Land    Co-Locate        Roof-top      Indoor    Model Type


               ------------------------------------------------- --------------
                          Activity                                Date Observed
               ------------------------------------------------- --------------
   ----------
                        Pad or Platform Ready
   ---------- -------------------------------------------------- --------------
   ---------- -------------------------------------------------- --------------
                        Permits Secured
   ---------- -------------------------------------------------- --------------
   ---------- -------------------------------------------------- --------------
                        Site Secure (e.g., locked gate on fence)
   ---------- -------------------------------------------------- --------------
   ---------- -------------------------------------------------- --------------
                        Equipment requirements identified (e.g., Crane or lift )
   ---------- -------------------------------------------------- --------------
   ---------- -------------------------------------------------- --------------
                        Landlord/Tenant Advised of Delivery Schedule
   ---------- -------------------------------------------------- --------------

Additional Information:
- ------------------------------------------------------------------------------


- ------------------------------------------------------------------------------

Site Ready:  Operational Elements

              -------------------------------------------------- --------------
                         Activity                                Date Observed
              -------------------------------------------------- --------------
   ----------
                        Grounding Complete per 96101 7L
   ---------- -------------------------------------------------- --------------
   ---------- -------------------------------------------------- --------------
                        Spectrum Clear
   ---------- -------------------------------------------------- --------------
   ---------- -------------------------------------------------- --------------
                        Packet Pipes provisioned
   ---------- -------------------------------------------------- --------------
   ---------- -------------------------------------------------- --------------
                        Switch Translations complete
   ---------- -------------------------------------------------- --------------
   ---------- -------------------------------------------------- --------------
                        Sweep Tests Complete per SSE0 3.003.10.002 (6/17/97)
   ---------- -------------------------------------------------- --------------
   ---------- -------------------------------------------------- --------------
                        AC Available
   ---------- -------------------------------------------------- --------------
   ---------- -------------------------------------------------- --------------
                        BTS bolted down
   ---------- -------------------------------------------------- --------------
   ---------- -------------------------------------------------- --------------
                        T1 Available
   ---------- -------------------------------------------------- --------------


<PAGE>




                             BTS CONSTRUCTION SITES
                READY FOR ACCEPTANCE (RFA) CHECKLIST (continued)

                                                                     Page 2 of 2
Additional Information:
- ------------------------------------------------------------------------------



- ------------------------------------------------------------------------------

Information for Site Access

            Contact Name:                       Contact Phone #:

         Special Access Instructions:



Owner Approval:                          Vendor Acknowledgment:

   Date:                                                                  Date:

 Note:  Owner  shall  certify  the correct  Model  design for the site.  Any
deviation  from the  design  not  noted on this form may  result  in  additional
charges.





<PAGE>


                                  ATTACHMENT 2

                                  To EXHIBIT B4

                             BTS Commissioning Form

                                 Cell ID PCS ID

Labor Order Number
                                -----------------------------

                                -----------------------------
- ---------------------------  ---------------------------------------------
 Date Prepared:                          Test Reference
                              (cite document, chapter & section as applicable)
- ---------------------------  ---------------------------------------------
                                       HB 222 Sections 2 through 13.

- ---------------------------  ---------------------------------------------

 Prepared by:                          Test References for Growth Frames Only:
                                              --------------------------------
                                     HDBK 222 Sections 204, 208 & 210
- --------------------------  --------------------------------------------------
                                Lucent   Document    401-703-300,
Section (8) or (9).


Approval to Proceed       Vendor                            Date
                                  -------------------------       -------------
with Testing              Operations                        Date
                                  -------------------------       -------------
                          Engineering                       Date
                                  -------------------------       -------------

                           Test(s) to be Performed by

Vendor                                   Owner
              -------------------------          ----------------------------

                                   Exceptions



Critical      Exception Item      Corrective Action                     Date
    (y/n)     Brief Description   Referral, Trouble Ticket,           Corrected
              & Test Reference    E.T.A., etc






Comments

                                Owner Acceptance
- ------------------------------------------------------------------------------
                                       Accepted   Accepted        Not Accepted
              Approved by      Date       ATP    exceptions      Critical Items
                                                   listed           listed
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Operations
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Engineering
- ------------------------------------------------------------------------------




<PAGE>


                                  ATTACHMENT 3

                                       TO

                                   EXHIBIT B4

                      PCSC - 5ESS SITE READINESS CHECKLIST

                                ALL APPLICATIONS
<TABLE>
<S>        <C>      <C>        <C>
Y          N        NA         Has the equipment ordering list been reviewed with the customer?
Y          N        NA         Are all site drawings complete and available?
Y          N        NA         Has ODA/5E software been reserved from CTSO?
Y          N        NA         Has the systems engineering group reviewed the customer requirements?
Y          N        NA         Has the FE completed a site visit?
Y          N        NA         Has A/C power  service been  supplied  according to specs?
Y          N        NA         Is thefloor space cleared?
Y          N        NA         Is there sufficient space to store equipment?
Y          N        NA         Is the building secure?
Y          N        NA         Have all access permissions been obtained (keys/pass cards)?
Y          N        NA         Have all the equipment specs transmitted?
Y          N        NA         Are the T1/E1 facilities in place and functional?
Y          N        NA         Has the customer ordered a block of phone numbers?
Y          N        NA         Is the equipment scheduled to ship complete?
Y          N        NA         Are the delivery logistics known?
Y          N        NA         Is there a plan for moving the equipment into or onto the site?
Y          N        NA         Are the ECP/switch and cell software generics compatible?
Y          N        NA         Can the room adequately dissipate the heat generated by the ultimate configuration?
Y          N        NA         Is the proper customer provided air conditioning in place?
Y          N        NA         If DC powered,  is the power system in place or is there adequate room to install the system?
Y          N        NA         If Lucent is not installing the ground system, is the halo ground in place?
Y          N        NA         Are the cable racking and supports in place?
</TABLE>

NOTES

===============================================================================






<PAGE>


                                  ATTACHMENT 4
                                  To EXHIBIT B4
                              MSC and AM Acceptance


PCS ID



 Date Prepared: Test Reference  (cite document, chapter & section as applicable)
                401-703-203 Sect. 2 thru 6

 Prepared by:

Approval to Proceed               Vendor                           Date
with Testing                                --------------------          ------
                                  Operations                       Date
                                            --------------------         -------
                                  Engineering                      Date
                                            --------------------          ------

      Test(s) to be Performed by

Vendor                             Owner
      ------------------                ---------------------------------------

                                   Exceptions


Critical      Exception Item       Corrective Action             Date Corrected
    (y/n)     Brief Description    Referral, Trouble Ticket,
              & Test Reference     E.T.A., etc.














Comments
                   -------------------------------------------------------------

                   -------------------------------------------------------------

                                Owner Acceptance
- ------------------------------------------------------------------------------
                                 Accepted     Accepted      Not Accepted
            Approved by   Date      ATP      exceptions   Critical Items
                                               listed           listed

Operations
Engineering



<PAGE>



                                  ATTACHMENT 5
                                       TO
                                   EXHIBIT B4


                                  Owner Program


                       Power/ 5ESS Switch Acceptance Form


Date:____________


MTA:           ___________________

PCS System (City/State):__________________

Site Number:  __________________
- ----------------------------------------------------------------------

POWER & SWITCH  INSTALLATION ACCEPTANCE

- ------------------------------------------------------------------------------
Item:                          Initial           Date        Remarks/Open Items
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
1.    Pwr-Plt per HDBk 18       ___      ______     ___________________
- ------------------------------------------------------------------------------
2.    5ESS 2000                 ___      ______     ___________________
- ------------------------------------------------------------------------------
      (Instl Per HDBk 555/SigTWIDO)
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
3.    Cabled/Connect per Job Specs/Dwgs ___      _______    __________________
- ------------------------------------------------------------------------------
4.    Tested per HDBk 351 & SIG-TWIDO  ___      _______    __________________
- ------------------------------------------------------------------------------
Pwr.PLT/Switch Submitted by         _________________________         ________
                                      Lucent Technologies                Date

Pwr.PLT/Switch Accepted by          ___________________________        ________
                                             Owner                         Date

Lucent Technologies submits the Power Plant and 5ESS 2000 Switch Installation as
complete.   Signature  by  Owner,  constitutes  acknowledgment  of  installation
completion
______________________________________________________________________
                                            Issue B, Sept 27,1996


Definitions (To be supplied by Vendor in support of this document, if needed.)





<PAGE>
















                                                                      EXHIBIT B5

                             RF OPTIMIZATION PROCESS




                  Section 1.   Optimization Service - Cell Additions to Existing
                               CDMA Systems


                  Section 2.   Cluster and System Optimization Service -
                               New Cells


                  Appendix A   Cluster Optimization Acceptance Form


                  Appendix B   Final System Optimization Completion Form

<PAGE>


                                                                      Exhibit B5
                                                                       section 1



         OPTIMIZATION SERVICE - CELL ADDITIONS TO EXISTING CDMA SYSTEMS



STATEMENT OF WORK


Optimization for Post Deployment Cell Additions:

Optimization  testing for post  deployment  cell additions will be performed per
Vendor documented optimization process. This process will include:

     Cluster  definitions  and drive  routes for each  defined  cluster  will be
     defined by Vendor with agreement by Owner RF teams on a per market basis.

     Sector test of each site.

     Drive test the selected routes (Unloaded) including  origination and drop
     out call tests

     Analyze drive test data.

     Optimization changes made as necessary to cell sites on drive routes:

          Parameter changes (e.g. Power attenuation)

          Neighbor list changes

          Antenna alignment recommendation

Inputs

     Owner

                  1.  Spectral monitoring reports.
                  2.  All antennae and base stations installed and working
                      correctly.
                  3.  All  cells  in the  cluster  have  successfully  completed
                      Integration and are ready for Cluster  Optimization.  Cell
                      site  Integration  includes  power  calibration  and  call
                      through testing inside and outside the base station.  Cell
                      site readiness for optimization also includes:
                          Manual diagnostics - ATP
                          Routine Diagnostics - ATP
                          Functional test - ATP
                          All integration records must be available to the
                          optimization team.
                  4.  Design specifications (coverage/propagation maps, coverage
                      requirements).
                  5.  Latitude and longitude measurements of the acquired sites.
                  6.  Count of acquired sites, cell names, cell numbers and
                      associated ECP/DCS information, PN offsets plans, and cell
                      configuration (1, 2, or 3 sector sites).
                  7.  Antennae downtilts and orientations.
                  8.  Antennae installation and operation dates.
                  9.  Operation center workspace and locality.
                  10. Pre-defined   optimization  routes,  including  primary  &
                      secondary  roads.  Identification  of  critical  marketing
                      areas is also essential.
                  11. Switch and OMP access.
                  12. Activation   of  Vender's   test  mobiles  and   invoicing
                      resulting  in a net  charge of zero  dollars to the Vender
                      for access and usage.

                  Vendor
                  1.   Documented optimization process.
                  2.   Optimization drive team and all required test equipment
                       including test mobiles.
                  3.   Optimization Plan and Schedule

<PAGE>



Outputs
Optimization for Post Deployment Cell Additions
          - Cluster drive route testing will meet the following exit criteria on
            a per cluster and among all the clusters being optimized at the same
            time,   with  the  exception  of "Performance Exclusion Zones" which
            are defined within the assumptions of this proposal:
                - 90% of  Forward  Frame  Error  Rate  (FFER) and RFER samples
                  should  be less than or equal to 2% FFER and 2% RFER.
                - Drop  Call  Rate  should be less than or equal to 2% over 90%
                  of the area, assuming  90  second  call duration.
                - Origination  Success  Rate  should be 90% or greater over 100%
                  of the area.
                - Forward Link Burst Error Rate of 5 or more consecutive frames
                  in error, is less than 10%.

          - Cluster Drive Route Data/Output Reports/Plots Completed.
                - ECIO  Max  Finger,   FCIO  Aggregate,   MRX  (Mobile Receive),
                  MTX (Mobile Transmit),  FFER, RFER, Forward Link Burst Error
                  for the cluster drive test.
                - Sector test plot of ECIO Max Finger, MRX, MTX, and per PN plot
                  for each  antenna  face.
                - Dropped call plots,  origination  test plots,  soft hand off
                  histograms.


          - Cluster Optimization Acceptance Form (APPENDIX A). The form includes
            all exit  statistics plus a list of problems identified which are
            over  and  above  meeting  the exit criteria.

Optimization Team

          - Pricing  assumes an  Optimization Team consisting of the following:
            Driver(s), RF engineer(s) Data Collector(s), and Data  Processor(s)
            as  required. The number of each resource deployed depends upon the
            number of available clusters and size of the system being optimized.

Assumptions

     Vendor cell site and switch equipment only,

     Data Processor, Data Collector, and driver are local to the market

     Price/cell assumes  acceptable  response time from Owner on activities that
     Vendor is not responsible for.

     Vendor will provide their own data analysis  tools,  which does not include
     PlaNET.

     Antenna  adjustments  are the  responsibility  of  Owner.  Pricing  assumes
     acceptable response for antenna adjustments.

     Cost of ANY  delay  (even 1 week or  less)  due to  Owner  unable  to begin
     optimization  will be a cost to Owner,  regardless if Owner chooses to send
     Vendor home or pays Vendor to stay on-site.

     Workweek is defined as 40 hours (5 days per week x 8 hours per day)

     Once Vendor  resources  are placed in a market it is assumed that all cells
     sites which need to be  optimized  are  available  in order to sustain that
     team.  If all cell sites are not ready as planned  to sustain  the team,  a
     daily fee of $4,000  will be  charged.  If Vendor  did not  perform  the RF
     design  of any  system,  Vendor  will  not  be  responsible  for  achieving
     performance exit criteria.  Performance exit criteria defined by Owner will
     be goals only for  optimization.  Vendor is only responsible for performing
     due diligence in obtaining these objectives.

     Maintenance of cells is the responsibility of Owner.

     Base  stations  that are part of a  cluster  will  not be  optimized  on an
     individual basis. They must be optimized in clusters (number of cells to be
     determined mutually).

     All clusters defined will be mutually agreed upon.

     All drive routes will be jointly  defined by Vendor and Owner in advance of
     work beginning in a market.

     Agreement will be reached on coverage areas.

     Agreement will be reached on defining "no coverage".

<PAGE>

     Any area that can not clearly be  optimized  due to the  following  reasons
     will be classified as a "Performance  Exclusion  Zone".  Data gathered from
     that zone will be removed from the exit criteria sample set:

          Lack of RF coverage

          Prohibitive interference beyond the control of the engineers

          Non-standard hardware configurations using another vendor's equipment.

     All cells in a given cluster have completed  integration  and are ready for
     optimization.  Cell site  integration  includes power  calibration and call
     through  testing  inside and outside the base station.  Cell site readiness
     for optimization also includes:

          Manual diagnostics - ATP

          Routine Diagnostics - ATP

          Functional test - ATP

          All integration records must be available to the optimization team.

     If cell  installation  and integration was not performed by Vendor and does
     not meet Vendor  Optimization  Service  entrance  criteria,  a daily fee of
     $4,000 will be charged  for Vendor  personnel  to correct  the  problems to
     prepare for optimization.

     An Optimization Plan and Schedule will be agreed-upon prior to start dates.

     Owner will provide a qualified  cell  technician  to work with Vendor on RF
     Optimization of CDMA Growth Cells.

     Owner staffing as per the  Optimization  Plan will be in place prior to the
     start of Optimization Services.

     Owner will provide  Vendor  personnel  with adequate  workspace,  including
     desks, office equipment (copier & fax machine) and access to telephones.

     Agreement will be reached on how resources will be re-assigned in the event
     conditions in a market  indicate loss of  productivity  for any significant
     period of time.



<PAGE>


                                                                    Exhibit B5
                                                                      Section 2

               CLUSTER AND SYSTEM OPTIMIZATION SERVICE - NEW CELLS

Statement of Work

New Cell Cluster and System Optimization:

Cluster  Optimization  testing for new CDMA markets  will be performed  per
Vendor documented optimization process. The objective of cluster optimization is
to reach system  performance  goals in a manageable  subset of contiguous  cells
within the system. During cluster  optimization,  coverage holes are identified,
neighbor  lists,  access  windows and system  parameters  are  modified  through
analysis of drive test data to improve performance.

System  Optimization is the process where individual  clusters are combined
together  so  that  the  system  as a  whole  provides  the  best  coverage  and
performance  possible.  Vendor  performs  System  Optimization  among  completed
clusters throughout the Optimization period.


Processes for Cell Cluster and System Optimization include:

  - Cluster definitions, drive routes for each defined cluster, and drive routes
    between adjacent clusters (System  Optimization)  will be defined by Vendor
    with agreement by Owner RF teams on a per market basis.

  - Baseline drive test for each drive route (Unloaded).

  - Drive test the selected routes (Unloaded & Loaded).

  - Analyze drive test data.

  - Optimization  changes  made as  necessary  to cell  sites on  drive routes:

  - Parameter changes (e.g. Power attenuation)

  - Neighbor list changes

  - Antenna alignment  recommendation  (if acceptable for analog  system)

  - Origination, termination, and drop call tests performed on defined drive
    routes.


Inputs
     Owner
                  1.  Spectral monitoring reports.
                  2.  All  antennae  and base  stations  installed  and  working
                      correctly.
                  3.  All  cells  in the  cluster  have  successfully  completed
                      Integration and are ready for Cluster  Optimization.  Cell
                      site  Integration  includes  power  calibration  and  call
                      through testing inside and outside the base station.  Cell
                      site readiness for optimization also includes:
                            Manual diagnostics - ATP
                            Routine Diagnostics - ATP
                            Functional test - ATP
                            All integration records must be available to the
                            optimization team.
                  4.   Design specifications (coverage/propagation maps,
                       coverage requirements).
                  5.   Latitude and longitude measurements of the acquired sites
                  6.   Count of acquired sites, cell names, cell numbers and
                       associated ECP/DCS information, PN offsets plans, and
                       cell configuration (1, 2, or 3 sector sites).
                  7.   Antennae downtilts and orientations.
                  8.   Antennae installation and operation dates.
                  9.   Operation center workspace and locality.
                  10.  Pre-defined  optimization  routes,  including  primary  &
                       secondary  roads.  Identification of  critical  marketing
                       areas is also essential.
                  11.  Switch and OMP access.
                  12.  Activation  of  Vender's   test  mobiles  and   invoicing
                       resulting in a net  charge of zero  dollars to the Vender
                       for access and usage.

<PAGE>

              Vendor
                  1.      Documented optimization process.
                  2.      Optimization drive team and all required test
                          equipment including test mobiles.
                  3.      Optimization Plan and Schedule


Outputs

New Cell Cluster and System Optimization

Drive route testing will meet the following exit criteria on a per cluster basis
and  among  all  of the  clusters  being  optimized  at the  same  time  (System
Optimization),  with the exception of  "Performance  Exclusion  Zones" which are
defined within the assumptions of this proposal:

     90% of Forward Frame Error Rate (FFER) and RFER samples should be less than
     or equal to 2% FFER and 2% RFER.

     Drop  Call  Rate  should  be less than or equal to 2% over 90% of the area,
     assuming 90 second call duration.

     Origination  Success  Rate  should be 90% or greater  over 100% of the
     area.

     Forward Link Burst Error Rate of 5 or more consecutive  frames in error, is
     less than 10%.

Cluster  Drive  Route  Data/Output  Reports/Plots Completed.

     ECIO  Max  Finger,  FCIO  Aggregate,  MRX  (Mobile  Receive),  MTX  (Mobile
     Transmit), FFER, RFER, Forward Link Burst Error for the cluster drive test.

     Sector test plot of ECIO Max  Finger,  MRX,  MTX,  and per PN plot for each
     antenna face.  Dropped call plots,  origination  test plots,  soft hand off
     histograms.

     Cluster  Optimization   Acceptance  Form  (APPENDIX  A)  and  Final  System
     Optimization  Completion  Form(APPENDIX  B).  The forms  includes  all exit
     statistics  plus a list of  problems  identified  which  are over and above
     meeting the exit criteria.


Optimization Team

     Pricing  assumes  an   Optimization   Team  consisting  of  the  following:
     Driver(s),  RF  engineer(s)  Data  Collector(s),  Switch  engineer and Data
     Processor(s) as required. The number of each resource deployed depends upon
     the number of available clusters and size of the system being optimized.

ASSUMPTIONS:

     Vendor cell site and switch equipment only,

     Data Processor, Data Collector, and driver are local to the market

     Price/cell assumes  acceptable  response time from Owner on activities that
     Vendor is not responsible for.

     Vendor will provide their own data analysis  tools,  which does not include
     PlaNET.

     Antenna adjustments are the responsibility of Owner.

     Pricing assumes acceptable response for antenna adjustments.

     Cost of ANY  delay  (even 1 week or  less)  due to  Owner  unable  to begin
     optimization  will be a cost to Owner,  regardless if Owner chooses to send
     Vendor home or pays Vendor to stay on-site.

     Workweek is defined as 40 hours (5 days per week x 8 hours per day)

<PAGE>



     Once Vendor  resources  are placed in a market it is assumed  that all cell
     sites which need to be  optimized  are  available  in order to sustain that
     team.  If all cell sites are not ready as planned  to sustain  the team,  a
     daily fee of $4,000 will be charged.


     If Vendor did not perform  the RF design of any system,  Vendor will not be
     responsible  for achieving  performance  exit  criteria.  Performance  exit
     criteria  defined by Owner will be goals only for  optimization.  Vendor is
     only responsible for performing due diligence in obtaining these objectives


     Maintenance of cells is the responsibility of Owner.

     Base  stations  that are part of a  cluster  will  not be  optimized  on an
     individual basis. They must be optimized in clusters (number of cells to be
     determined mutually).

     All clusters defined will be mutually agreed upon.

     All drive routes will be jointly  defined by Vendor and Owner in advance of
     work beginning in a market.

     Agreement will be reached on coverage areas.

     Agreement will be reached on defining "no coverage".

     Any area that can not clearly be  optimized  due to the  following  reasons
     will be classified as a "Performance  Exclusion  Zone".  Data gathered from
     that zone will be removed from the exit criteria sample set:

          Lack of RF coverage

          Prohibitive interference beyond the control of the engineers

          Non-standard hardware configurations using another vendor's equipment.


     All cells in a given cluster have completed  integration  and are ready for
     optimization.  Cell site  integration  includes power  calibration and call
     through  testing  inside and outside the base station.  Cell site readiness
     for optimization also includes:

          Manual diagnostics - ATP

          Routine Diagnostics - ATP

          Functional test - ATP

          All integration records must be available to the optimization team.

     If cell  installation  and integration was not performed by Vendor and does
     not meet Lucent's  Optimization  Service entrance criteria,  a daily fee of
     $4,000 will be charged  for Vendor  personnel  to correct  the  problems to
     prepare for optimization.

     An Optimization Plan and Schedule will be agreed-upon prior to start dates.

     Owner will provide a qualified  cell  technician  to work with Vendor on RF
     Optimization of CDMA Cells.

     Owner staffing as per the  Optimization  Plan will be in place prior to the
     start of Optimization Services.

     Owner will provide  Vendor  personnel  with adequate  workspace,  including
     desks, office equipment (copier & fax machine) and access to telephones.

     Agreement will be reached on how resources will be re-assigned in the event
     conditions in a market  indicate loss of  productivity  for any significant
     period of time.


<PAGE>

                                                                     Exhibit B5
                 Lucent Technologies and Sprint PCS Proprietary

                                   Appendix A

                      Cluster Optimization Acceptance Form


         MTA Name:                          Cluster ID________________________
         (List of Cell Ids for this Cluster included on page 2 of this
               attachment)

         Date Started:__________________________

         Date Completed:_____________________________

         Optimization Team         Name     Company            Performance
         Summary:

         For binned data over 90% of area available, the following criteria will
                be met
                                           Specification                   Pass
         1 . Average Forward Link         2% or less average
             FER/bin
         2. Average Reverse Link          2% or less average
            FER/bin
         3 % Call Origination           90% or better for originating
                                        and terminating calls

         For binned data over 90 % of available area

                                        Specification                  Actual
         1. Dropped Calls              2% or less

         Following requirements are added:

     1. Map of Cluster with cell site locations, drive routes, and problem areas
     2. Color FER plot overlaid on control routes
     4. Burst Error Rate Histograms for control routes
     5. Dropped call plots
     6. Call completion statistics
     7. Ec/lo Plots
     8. Mobile transmit power plots
     9. Mobile receive power plots
     10. Soft Handoff Histograms
     11. TADD1 TDROP1TTDROP and TCOMP values per sector

         Provided by the Candidate's Optimization Manager_____________________
                                                             NAME         DATE

         Received by Sprint Spectrum's PCS RF Manager:_________________________
         NAME                                                             DATE

         Approved with Exceptions? (Yes/No): ________________
         (If "Yes", exceptions listed on page 2)




<PAGE>





                                   Appendix A

                      Cluster Optimization Acceptance Form

Cells Optimized in Cluster:

                             Cell ID                        Morphology

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


Exceptions to Cluster Optimization Requirements:

- ---------------------- ------------------------------- -----------------------
    Exceptions             Corrective Actions                  Date Corrected
- ---------------------- ------------------------------- -----------------------
- ---------------------- ------------------------------- -----------------------
- ---------------------- ------------------------------- -----------------------
- ---------------------- ------------------------------- -----------------------

- ---------------------- ------------------------------- -----------------------
- ---------------------- ------------------------------- -----------------------

- ---------------------- ------------------------------- -----------------------
- ---------------------- ------------------------------- -----------------------

- ---------------------- ------------------------------- -----------------------
- ---------------------- ------------------------------- -----------------------

- ---------------------- ------------------------------- -----------------------
- ---------------------- ------------------------------- -----------------------

- ---------------------- ------------------------------- -----------------------
- ---------------------- ------------------------------- -----------------------

- ---------------------- ------------------------------- -----------------------
- ---------------------- ------------------------------- -----------------------

- ---------------------- ------------------------------- -----------------------
- ---------------------- ------------------------------- -----------------------

- ---------------------- ------------------------------- -----------------------
- ---------------------- ------------------------------- -----------------------

- ---------------------- ------------------------------- -----------------------
- ---------------------- ------------------------------- -----------------------

- ---------------------- ------------------------------- -----------------------
- ---------------------- ------------------------------- -----------------------

- ---------------------- ------------------------------- -----------------------
- ---------------------- ------------------------------- -----------------------

- ---------------------- ------------------------------- -----------------------
- ---------------------- ------------------------------- -----------------------

- ---------------------- ------------------------------- -----------------------
- ---------------------- ------------------------------- -----------------------

- ---------------------- ------------------------------- -----------------------


Additional Comments:  ______________________________________________________
- ------------------------------------------------------------------------------
===============================================================================
- ------------------------------------------------------------------------------



<PAGE>



                                               Appendix B


                                Final System Optimization Completion Form
                                                                      Page 1of 3

MTA Name:______________________________
(List of Cell IDs included in the Final System Optimization Completion in this
attachment)

Date Started:                                Date Complete:

Performance Summary:

For binned data over 90% of available area

- -------------------- --------------------------------- -----------------------
                             Specification                         Actual
- -------------------- --------------------------------- -----------------------
- -------------------- --------------------------------- -----------------------
1.  Forward Link FER       2% or less average
- -------------------- --------------------------------- -----------------------
- -------------------- --------------------------------- -----------------------
2.  Reverse Link FER       2% or less average
- -------------------- --------------------------------- -----------------------
- -------------------- --------------------------------- -----------------------
3.  % Call Origination   90% or better for originating
                            and terminating calls
- -------------------- --------------------------------- -----------------------

For binned data over 90% of available area

- -------------------- --------------------------------- -----------------------
                              Specification                        Actual
- -------------------- --------------------------------- -----------------------
- -------------------- --------------------------------- -----------------------
1. Dropped Calls             2% or less average
                -
- -------------------- --------------------------------- -----------------------
- -------------------- --------------------------------- -----------------------

- -------------------- --------------------------------- -----------------------

Following requirements must be attached:
     1. Map(s) of System with cell site  locations,  drive  routes,  and problem
        areas
     2. Color Forward and Reverse FIER plot overlaid on routes
     3. Dropped call plots
     4. Call completion statistics
     5. Ec/lo Plots
     6. Mobile transmit power plots
     7. Mobile receive power plots
     8. Documentation of changes made since Cluster Optimization
<PAGE>


                                                Appendix B


Optimization Signatures:

Candidate's Manager____________________________________________________________
                                   NAME                                 DATE
Sprint Spectrum's RIF Manager:________________________________________________
                                   NAME                                 DATE
Sprint Spectrum Director_______________________________________________________
                                   NAME                                 DATE
Sprint Spectrum Regional VP____________________________________________________
                                   NAME                                 DATE

Approved with Exceptions? (Yes/No):    _______________________
(If "Yes", exceptions listed below)

Exceptions to System Optimization Completion Requirements:


- ------------------ ------------------------------- ---------------------------
  Exceptions              Corrective Actions                Date Corrected
- ------------------ ------------------------------- ---------------------------
- ------------------ ------------------------------- ---------------------------

- ------------------ ------------------------------- ---------------------------
- ------------------ ------------------------------- ---------------------------

- ------------------ ------------------------------- ---------------------------
- ------------------ ------------------------------- ---------------------------

- ------------------ ------------------------------- ---------------------------
- ------------------ ------------------------------- ---------------------------

- ------------------ ------------------------------- ---------------------------
- ------------------ ------------------------------- ---------------------------

- ------------------ ------------------------------- ---------------------------
- ------------------ ------------------------------- ---------------------------

- ------------------ ------------------------------- ---------------------------
- ------------------ ------------------------------- ---------------------------

- ------------------ ------------------------------- ---------------------------
- ------------------ ------------------------------- ---------------------------

- ------------------ ------------------------------- ---------------------------
- ------------------ ------------------------------- ---------------------------

- ------------------ ------------------------------- ---------------------------
- ------------------ ------------------------------- ---------------------------

- ------------------ ------------------------------- ---------------------------
- ------------------ ------------------------------- ---------------------------

- ------------------ ------------------------------- ---------------------------
- ------------------ ------------------------------- ---------------------------

- ------------------ ------------------------------- ---------------------------
- ------------------ ------------------------------- ---------------------------

- ------------------ ------------------------------- ---------------------------



<PAGE>





                                                Appendix B
                                                                     Page 3 of 3
Cells Approved at System Optimization Completion:

- --------------------------------------- --------------------------------------
          CELL ID                                      CELL ID
- --------------------------------------- --------------------------------------
- --------------------------------------- --------------------------------------


- --------------------------------------- --------------------------------------
- --------------------------------------- --------------------------------------


- --------------------------------------- --------------------------------------
- --------------------------------------- --------------------------------------

- --------------------------------------- --------------------------------------
- --------------------------------------- --------------------------------------


- --------------------------------------- --------------------------------------
- --------------------------------------- --------------------------------------

- --------------------------------------- --------------------------------------
- --------------------------------------- --------------------------------------

- --------------------------------------- --------------------------------------
- --------------------------------------- --------------------------------------

- --------------------------------------- --------------------------------------
- --------------------------------------- --------------------------------------

- --------------------------------------- --------------------------------------
- --------------------------------------- --------------------------------------

- --------------------------------------- --------------------------------------
- --------------------------------------- --------------------------------------

- --------------------------------------- --------------------------------------
- --------------------------------------- --------------------------------------

- --------------------------------------- --------------------------------------
- --------------------------------------- --------------------------------------

- --------------------------------------- --------------------------------------
- --------------------------------------- --------------------------------------

- --------------------------------------- --------------------------------------
- --------------------------------------- --------------------------------------

- --------------------------------------- --------------------------------------
- --------------------------------------- --------------------------------------

- --------------------------------------- --------------------------------------
- --------------------------------------- --------------------------------------

- --------------------------------------- --------------------------------------





<PAGE>

<TABLE>


Feature or Function                                                                          CDMA        CDMA             Dependency
                                                                                             Rel         Avail

<S>                                                                                         <C>       <C>               <C>
CDMA IS95 Signaling Message Encryption - Signal Message Encryption as specified in           7.1       12-31-98         terminals
IS95A.  Encryption protects information set to an IS95A mobile for display.  SME                                        standards
protects against channel hijacking.
                                                                                             7.0        9-30-98         terminals
CDMA SMS Point to Point over Digital  Traffic  Channel - This  service  allows a                                        standards
subscriber  standards  to receive and  display  short  messages at their  mobile
stations when the subscriber is on a call.
                                                                                             7.0        9-30-98         terminals
CDMA  Voice/Traffic  Privacy - This feature  encrypts  the end-user  data (voice                                        standards
signal standards carried on the digital traffic channel for IS95A mobile.
                                                                                             7.0        9-30-98         terminals
CDMA OTASP  Standardized  IS-41  Interfaces - Compliance with standards.  Update                                        standards
IS-41 standards messaging used for OTA for standards compliance.
                                                                                             7.0        9-30-98         terminals
Six Way Soft  Handoff - Expands the number of  allowable  soft  handoff  legs to                                        standards
allow the standards  mobile to more rapidly  respond to changing RF environments
and ultimately reduce dropped call rates.
                                                                                             8.0        3-31-99         terminals
CDMA User Zone Platform  (formerly Phase 1) - Allows service providers to define                                        standards
the standards private network by network ID. User Zone ID shall be used to group
desired features together and assign them to the subscribed end users.
                                                                                             8.1        6-30-99         terminals
CDMA  Packet  Switch  Data  (terminal  dependency)  - This  feature  provides  a                                        standards
subscriber  the standards  ability to transmit  burst of data over a packet data
network.
                                                                                             8.0        3-31-99         terminals
OTA A-Key Exchange (terminal dependency) - This feature allows an authentication                                        standards
(A-Key)  standards  to be  generated  over  the  air  using  the  Diffie-Hellman
cryptographic exchange method without transmitting the A-key itself OTA.
                                                                                             8.1        6-30-99         terminals
User Zone Enhanced Parameters  (formerly Phase II) - This feature allows service                                        standards
standards  providers to define a private  network by Network ID (NID) as defined
in the IS95/J_STD_008 CDMA standard.
                                                                                             8.0        3-31-99
CDMA Packet Pipe 16 - This feature increases the packet pipe size from 8 DS0s to
16 DS0s.
                                                                                             8.0        3-31-99
CDMA Packet Pipe Engineering  Optimization - This feature  optimizes the overall
utilization of packet pipes in a mixed vocoder service MSC.
                                                                                             8.0        3-31-99         terminals
CDMA SMS Mobile  Originated/Ack.  Over Traffic  Channel - This feature  allows a                                        standards
subscriber  standards  to  create  a short  message  and send it via the MSC for
delivery to the Message Center (MC), even when the subscriber is on a call.
                                                                                             8.0        3-31-99         terminals
CDMA SMS Mobile  Originiated/Ack.  Over Access  Channel - This feature  allows a                                        standards
CDMA mobile  standards with  Mobile-Originated  STM capability to send STMs over
the CDMA access  channel to a cell site which  forwards the message to a message
center via the MSC.
                                                                                             8.0        3-31-99
Undeclared  Neighbor  List - This  feature  supports  the  storage  of  neighbor
candidates  that are  reported  by a mobile  which are not  contained  in a cell
site's candidate (neighbor) list.
                                                                                             8.1        6-30-99         terminals
CDMA OTASP  Re-Auth  Voice  Privacy and SME (mobile  dependency)  - This feature                                        standards
allows standards mobiles with a new A_Key to use OTASP A-Key exchange capability
to run SME and/or VP on the CDMA traffic channel.

NOTE:
      Feature list, feature  description and availability dates for CDMA Release
     7.0,  CDMA  Release 8.0,  CDMA 9.0, WIN 2.2, 3.0 are for planning  purposes
     only and do not represent a Lucent commitment.

</TABLE>
<PAGE>




                                                                   WIN  FEATURES
                                                                      EXHIBIT C1


     WIN 1.1 Delivered SMS 1395.12 Support for 1000 HLR TPH

     SMS 1738 SMS Data Retrofit (HPUX 9/Sybase 10 to HPUX 10/Sybase 11)

     SMS 1469 SMS AC Sub. Migration

     SMS sms526 SMS Service GUI for AC

     SMS 1727 SMS Provisioning Utility for Update AC Subscriber

     SPA W2548 AC Integrated with SHLR

     SPA W3120 Authentication Center Updates

     SCP 1244.02 CORC Update

     SMS 1586 HPUX10 Migration (release 9 to 10)

     SCP 1370 Nortel Immediate Court Order Surveillance

     SPA 1381 Msg. Support for NT Authentication Center

     SPA W2696 Nortel Authentication on SHLR

     SPA W2552 Nortel Extensions for ICOS on the SHLR

     SPA W2724 Nortel Extensions for Call Forwarding Billing

     SMS 1395.14 Support for 64 Users (Sprint PCS)

     SMS sms531 Migrate JAM GUI into PC GUI

     SMS 1747 PC Gui Partial Update Screen

     SMS 1581 Print SMS Table View from PC GUI

     SCP 1255.01 SLL Compiler Support for CAVE Algorithm

     SCP 1255.02 IS41 Rev C for Authentication Center

     SCP 1311 Support of 512 MB on R7 P6 Processor

     SPA W3034 SMS-C Temination Addressing on SHLR

     SMS sms538 SMS Display of HLR Data

     SMS 1577.00 TNM Interfaces and alarms

     SCP 1400.00 SCP/SHLR Impacts for Short Message Service Center



     WIN 1.2 Delivered

     SMS 1582 Increase SMS SW NE Limit

     SCP 1327 OTAF/Actiview TCP/IP Interface

     SCP 1197 TCP/IP SCP Support

     SMS 1737 SMS Support for Std OTAF

     SPA W2697 Standardized OTAF

     SPA W2704 WSCP OTAF


     WIN 1.3 May 15, 1998

     SMS sms534 SMS Actiview Query

     SMS sms525 SMS Actiview Interface for AC

     SMS sms590 SPA Cross Validation

     SMS 1751 SMS Support for 1500 New Subscriber Inserts/Hour Thru SGS


     WIN 2.0 May 15, 1998

     SMS 1748 SMS Copy Record

     SMS 1800 Change MIN (Mobile Identification Number) Index

     SCP 1428 CDMA and TDMA Circuit Mode Data Services

     SMS 1428.01 SMS Supt. for Data Services

     SPA W2841 CS Data/G3 Fax on SHLR

     SCP 1131.82 R8 Upgrade/Retrofit for Sprint PCS

     SCP 1244.04 RTDB Retrofit

     SMS 1395.16 SMS RTDB Retrofit

     SMS 1400.01 Support for SHLR SMSC Update

     SPA W3117 SMS-C Termination Addressing on SHLR

     SPA W3117 SMS-C Origination Restriction on SHLR

     SCE 1397 RTDB Migration Map

     SMS 1366.09 SMS Support for 20 Network Elements

     SCP 1244.06 Wireless SCP Inter-SPA Communication




     WIN 2.1 August 1998

     SMS 1752 New Subscribers Insertions 2500 TPH

     SCP 1771 SPVM/SPAFU Support for Update Processing

     SCP 1673.01 Reverse Migration Map File (SCP)

     SMS 1659 SPVM Improvements

     SMS 1771.01 SPVM/SPAFU Support for Update Processing

          One Time Feature Indicator

          Support of SSD Update and Unique Challenge on Control Channel

          A.C. Provisioning Report


     WIN 2.2 Feb 1, 1999

     SMS 1472 SMS Capacity Support for 5 Million Subscribers

     SCP 2349 SCP Support: Packet Mode Data

     SMS 2350 SMS Support: Packet Mode Data

     SPA 2348 SHLR Support: Packet Mode Data

     SCP 2076 SCP Support: IS683A Compliance (OTAF enhancements)

     SMS 2077 SMS Support: IS683A Compliance (OTAF enhancements)

     SPA IS683A rev 17 Compliance, 5K, Std PRL, Program Lock

     SCP 1374 WSCP - CDMA OTASP SSD UPDATE & A-KEY EXCHANGE PROCEDURES

     SCP W2862 A-key Exchange/SSD Update

     SPA W3037 Standardized A-key Exchange/SSD Update

     SPA W2706 WSCP OTAF A-key

     SMS 1750 CORC Updates Improvement (Improved Performance)

     SCP 1244.03 RTDB Data Audit from SMS

     SMS sms148 RTDB Audits

     SCP 1573 TCP/IP Interface between SCP and SMS (SCP)

     SMS 1573.01 TCP/IP Interface between SCP and SMS (SMS)

     SMS 1745 Monitoring TCP/IP Link to SCP

     SCP 2080 SCP support for User Zone (CDMA Phase 2 equivalent)

     SMS 2079 SMS support for User Zone (CDMA Phase 2 equivalent)

     SPA 2078 SHLR support for User Zone (CDMA Phase 2 equivalent)

     SCP OTAF support for Bilingual Mobile Handset


     WIN 3.0 July 1, 1999

     See Note

     SMS 1759 SMS Support of Share Secret Data via Sendtext

     SMS 2291 SMS Support of Unique Challenge via Sendtext

     SCP      SMS Database Query

     SMS 2474 SMS support for Encrypted A-Key

     SCP 2475 SCP support for Decryption of A-Key

     SMS 2276 TCMON or Trap and Trace

     SPA 1767 Flexible Alerting (SPA)

     SMS 1767.01 Flexible Alerting (SMS)

     SCP 2085 Flexible Alerting (SCP)

     SCP 1376 TCP/IP Interface between SCP Mates

     SMS      SMS support for 7M subscribers

     SCP      WLNP support on SCP/HLR

     SMS      WLNP support on SMS




Note:  Owner will provide the candidate  features list for WIN 3.0 to the Vendor
before 7/15/98 and Vendor will confirm features prior to 8/1/98.




<PAGE>





                                                              ACTIVIEW  FEATURES
                                                                      EXHIBIT C1

Release 4.0  April 1998

     Providing  a new  Preferred  |Roaming  List (PRL)  Selection  UMT to enable
     ACTIVIEW to select the proper roaming list.

     Provisioning   and  Support  of  Dual  Mode   Handsets  (PCS  &  Cellular).
     Provisoning  and Support of Short  Message  Service via the New ACTIVIEW to
     AirMedia Interface.

     ACTIVIEW  Cellualr MIN Window and Database to enable the Customer  Advocate
     to enter a Cellualr MIN.

     Improvement  to the Paging  Interface to recognize  Local or National pager
     for slightly different provisioning.


Release 5.0 August 14, 1998

Service  Guard (Hot Backup of the  ACTIVIEW  product)

SMSC (Support for Short Message Service Center - Messaging Gateway to SirMedia).

Circuit Swtiched Data Provisioning support.

Automated PRL (Preferred Roaming List) download using OTAF.

Support for Manual A-Key provisioning.

Support for SSD (Shared Secret Data) update.

Programming Control functions (ability to turn certain features ON and Off.

Support for Rev. A handsets via OTA (Affects WIN).

A-Key exchange via OTAF (Affects WIN).

SMSC provisioning on the HLR (Affects SMS).




Release 6.0 May 15, 1999


SMS support of Packet Data

SMS support of OTAF enhancements (Large PRL)

Support of IS 683A Standards



Standardized A-Key Exchange and SSD Update

WSCP OTAF A-Key

SMS support for User Zone

GUI Enhancements to Actiview




Release 7.0 Oct 15, 1999

SMS Database Query

Voice Privacy

Re-Authentication

WNP




<PAGE>


                                                                  ADDS  FEATURES
                                                                      EXHIBIT C1
Release 2.0 April 1998

     Data Gateway
     Graphic  Analysis  Tools
     Network  Reporting
     Order  Activity
     Change Order Process Enhancement
     Hyper-Text On-Line Help
     On-Line MS Word Data Generation


Release 3.0 January 1, 1999

     Full feature functionality for all releases from v.1.6.2-v.3.0 as currently
     defined

     Intranet   functionality  for  order  mediation  and  Inventory  Management
     (Includes  client  Software  only.  Owner must purchase user License direct
     from Netscape)


     Upgrade to Oracle 7.3

     All  documentation,  installation,  maintenance and support equivalent with
     current levels.


Release 3.1 April 1999

     All Y2K fixes.
     Any additional features developed  specifically for v.3.1 at a date later
     than this agreement.

     All  documentation,  installation,  maintenance and support equivalent with
     current levels.




<PAGE>



TIM (NFM)  FEATURES
                                                                      EXHIBIT C1

Release 6.2 Sept. 1, 1998

     Java Support
     Web Based Client Interface
     Q3 CMIP
     Year 2000 Compliant

Release 7.0 July 1, 1999
     CORBA
     SNMP
     Reporting Tool
     Alarm Support for Motorola

<PAGE>
                                                                   EXHIBIT D.BTS




                            LUCENT TECHNOLOGIES D.BTS

                            BASE STATION REQUIREMENTS




DEFINITIONS:

Carrier:  A 1.25  MHz  radio  channel  that is used in  pairs,  one for the
downlink (BTS to mobile) and a second on the uplink (mobile to BTS).

Effective Voice Channel: An effective voice channel is a channel element in
a sector that  supports  voice  traffic.  This is exclusive of channel  elements
required for paging,  synchronization,  pilot,  soft hand-off,  softer hand-off,
soft-softer  hand-off or other  maintenance  activities.  As such, the effective
voice channel is used to calculate the traffic capacity, measured in Erlangs, of
a sector.

Hard  hand-off:  Hand off from carrier to carrier;  either within a sector,
between different sectors, or between different cells.

Inter system hand-off:  A hand-off between two MSCs or BSCs. The MSCs and / or
BSCs may be from different vendors.

Macro BTS (Minicell): A full range cell. A micro cell is smaller than macro
cell and is designed for "hot spots".

Operations and  Maintenance  Platform  (OMP):  An element level  management
system that controls and monitors the switching and radio subsystems.  The radio
and switching OMPs may be different.

Outdoor BTS: A self contained unit that is environmentally hardened, and has
self contained battery backup. Any type of BTS can be an outdoor BTS.

Pico BTS: Low power, low capacity cell primary for deployment in building. Can
also be used outdoor.

PCS bands: The FCC designated bands for PCS operation are as follows:
- ------------------------ ---------------------------- ------------------------
Block                         Mobile Transmit (MHz)         Base Transmit (MHz)
- ------------------------ ---------------------------- ------------------------
- ------------------------ ---------------------------- ------------------------
A                               1850-1865                           1930-1945
- ------------------------ ---------------------------- ------------------------
- ------------------------ ---------------------------- ------------------------
D                               1865-1870                           1945-1950
- ------------------------ ---------------------------- ------------------------
- ------------------------ ---------------------------- ------------------------
B                               1870-1885                           1950-1965
- ------------------------ ---------------------------- ------------------------
- ------------------------ ---------------------------- ------------------------
E                               1885-1890                           1965-1970
- ------------------------ ---------------------------- ------------------------
- ------------------------ ---------------------------- ------------------------
F                               1890-1895                           1970-1975
- ------------------------ ---------------------------- ------------------------
- ------------------------ ---------------------------- ------------------------
C                               1895-1910                           1975-1990
- ------------------------ ---------------------------- ------------------------

Physical Traffic Channels:  Channel elements that are used to perform processing
in a  sector.  These  channels  can be used for  pilot,  paging,  voice  and all
versions of soft hand-off. Soft hand-off: Hand-off that involves 2 or 3 cells on
the same  carrier.  A soft  hand-off  will result in no more than 2 frames lost.
Softer  hand-off:  Hand-off from sector to sector  within a cell.  This shall be
performed on the same carrier.  A softer  hand-off will result in no more than 2
frames lost. Soft softer hand-off:  Hand-off between 2 sectors of one cell and a
sector of a different cell on the same carrier.



<PAGE>


EXHIBIT D.BTS:  BTS REQUIREMENTS:

GENERAL:
Unless  specifically  excepted,  the  following  requirements  apply  to all BTS
products, indoor and outdoor.

D.BTS.1           AIR INTERFACE REQUIREMENTS:

D.BTS.1.1         COMPLIANCE TO STANDARDS:
All BTS equipment must comply with  ANSI-J-STD-008  and shall support rate set 2
and  multiplex   option  2  as  described  in   ANSI-J-008.   This  will  ensure
compatibility with 14.4 kbps and 9.6 kbps data rates.

D.BTS.1.2         HAND-OFF CAPABILITY:
The BTS shall have the capability to support the following types of hand-offs:
Soft hand-off:  Hand-off that involves 2 or 3 cells on the same carrier.  A soft
hand-off will result in no more than 2 frames lost. Softer: Hand off from sector
to sector within a cell.  This shall be performed on the same carrier.  A softer
hand-off  will  result  in no more than 2 frames  lost.  Soft  softer:  Hand-off
between 2 sectors of one cell and a sector of a different  cell.  A  Soft-softer
hand-off will result in no more than 2 frames lost. Hard hand-off: Hand-off from
carrier  to  carrier  either  within  a  sector  or  between   different  cells.
Acquisition  time is less than 200ms and number of lost  frames is less than 15.
Interfrequency  hand-off:  A  hand-off  between a 1.9 Ghz and a 850 Mhz  system.
Acquisition time is less than 200ms.

In all cases the hand-off process must perform as described in ANSI-J-STD-008.

D.BTS.1.3         INTER BAND  HARD HAND-OFF:
The BTS shall be able to  support  band to band hard  hand-off.  Such a hand-off
must  support  a  hand-off  between  any  combination  of  bands  A-F of the FCC
allocated  PCS spectrum.  When such  hand-offs  are  inter-vendor  they shall be
supported to the extent that appropriate standards exist.

D.BTS.2           REQUIREMENTS FOR MULTI CARRIER OPERATION:

D.BTS.2.1         HARDWARE:
D.BTS.2.1.1       Growth pattern to accommodate multiple carriers:
The Owner  requires  that the PCS CDMA macro  cellular  product (both indoor and
outdoor)  grow to  accommodate  at least 6 CDMA 1.25  carriers for each 3 sector
site.  The  growth  from one  carrier to 6 carriers  can be  achieved  by adding
additional  bays to an existing  initial bay. The growth  hardware  must include
whatever cabling, combining,  amplification,  and duplexing is needed to provide
for additional carriers.

D.BTS.2.1.2       Antenna requirements:
The Owner will be deploying its PCS products with as few antennas as possible.

The CDMA BTS can  support  up to two (2) CDMA  carriers  per  sector  on two (2)
antennas per sector.  This requires the inclusion of additional  Duplexers (Full
Duplex Option).  In this  configuration,  both antennas  operate as transmit and
receive. The standard configuration includes two (2) duplex filters.
This allows both (1) antennae to operate as transmit and receive.


<PAGE>


D.BTS.2.2         TRAFFIC MANAGEMENT:
In a multi carrier  operation,  the radio subsystems must be able to manage
traffic across any carrier that may be present in a particular  sector.  Traffic
management is defined as the ability to balance traffic as follows:

1)    Originate and terminate calls on or to any carrier present in a sector.

2)    The ability to dynamically move a call in process from one carrier to
      another carrier that is on a separate frequency.

D.BTS.2.2.1       Load balancing during origination and termination:
The system  shall  implement a function  which will  allocate  originations  and
terminations across the available CDMA carriers.  Allocation is to be based upon
the available capacity in each sector.

D.BTS.2.2.2       Load balancing for a call in process:
For the purpose of  executing  hand-offs,  the system  shall have the ability to
move users between carriers during an active call on a dynamic basis.  This will
be done when the traffic on any particular  channel exceeds the designed loading
objectives  and a user  or  users  must  be  moved  to  another,  less  utilized
frequency.

D.BTS.2.2.3       Traffic capacity:
The traffic capacity of a sector,  measured in Erlangs,  is based upon the total
traffic  channels  available in a sector.  The total  channels are calculated as
follows:

      N = number of  effective  traffic  channels  available  on a carrier  at a
     particular loading  (percentage of pole). This number excludes the channels
     required for overhead channels and hand-offs.
      C = number of carriers in a sector Total Channels = N x C

The total channels are to be used in the  appropriate  Erlang table to determine
the capacity of a sector.  This capacity  criterion shall apply to both calls in
progress or call origination or termination.

D.BTS.2.3         POOLING PHYSICAL ELEMENTS WITHIN A CARRIER:
The BTS shall be able to pool physical traffic channels across all sectors using
the same carrier  frequency.  As such, a voice  channel on a particular  carrier
frequency  in any sector of a BTS can  utilize  any  physical  traffic  channels
element assigned to the same carrier  frequency.  This capability allows for the
pooling of all the physical channels equipped within one BTS cabinet.

D.BTS.2.4         CHANNEL CARD CAPACITY:
The Vendor shall supply  channel  cards that are capable of  supporting at least
ten (10) physical traffic channels per card.

D.BTS.3  CONTROL REQUIREMENTS:
D.BTS.3.1         ABILITY TO RETUNE FREQUENCIES REMOTELY:
The base transceiver  station must have the ability to tune any channel within a
block of the PCS band (1850-1910 Mhz,  1930-1990 Mhz). The re-tuning  capability
must be administered remotely via the OMP.

D.BTS.3.2         ABILITY TO PERFORM T1 OR OTHER TRANSMISSION LOOP BACK
REMOTELY:
         The BTS / MSC must have the  ability to perform T1 loop backs  remotely
from the MSC.  The  Vendor  and the  Owner  shall  mutually  agree to dates  and
requirements  for  transmission  interfaces  to have  loopback  that the BTS may
support.

D.BTS.3.3         TELEMETRY AND ALARMS:
Telemetry and alarming capability are provided with the BTS software. These
capabilities  include the collection of data and alarms related to the following
cell site systems: environmental (high and low

<PAGE>


temperatures),  GPS  receiver,  power and  battery,  RF and other BTS  hardware.
Telemetry and alarm information is to be collected and reported automatically to
the OMP via data links.

D.BTS.3.4         AUTOMATIC INVENTORY:
The BTS shall have the ability to automatically inventory equipment.

D.BTS.4  ENVIRONMENTAL REQUIREMENTS:
D.BTS.4.1         OUTDOOR CABINETS:
The BTS shall meet all  environmental  and  physical  requirements  of  Bellcore
TA-NWT-000487,  "Generic  Requirements For Electronic Equipment Cabinets,  Issue
2-June  1993" and NEMA UL-50,  Type 3R. The  exception to  TA-NWT-000487  is the
amount of battery back-up supported. UL certification is required.

D.BTS.4.2         ALTITUDE:
All BTS  equipment  specifications  outlined in this exhibit shall be maintained
for altitude ranges from 0 to 10,000 ft.

D.BTS.4.3         TEMPERATURE RANGE AND HUMIDITY:
         * Denotes  ambient  temperature  of room (indoor) or outside of cabinet
(outdoor D.BTS4.3.1 Standard Outdoor unit:
         Temperature:  -40(degree) to +46(degree)C*
         Humidity:  0% to + 100% RH
D.BTS4.3.2        Optional High Temperature Outdoor Unit:
         Temperature:  -40(degree) to +52(degree)C*
         Humidity:  0% to + 100% RH
D.BTS4.3.3        Indoor unit:
         Temperature:  0(degree) to +50(degree)C*
         Humidity:  +20% to +55% RH

D.BTS.4.4         ENVIRONMENTAL CONTROL MECHANISM:
The CDMA BTS utilizes a combination of convection  cooling,  forced air and heat
exchangers to meet the minimum  requirements.  Additional  heat  exchangers  and
modifications  to the  forced  air  system  may be used in  some  optional  high
temperature outdoor unit.

D.BTS.4.5         SEISMIC:
All Base  Stations will be BELLCORE  Zone 4 Compliant  per  TR-NWT-000063.  This
specification applies to the Cabinet or Frame structure. Optional bracing may be
required  in Zone 4 areas to provide  support of the Cabinet or Frame for indoor
applications.

D.BTS.4.6         EMI:
Emission  levels must meet FCC part 24,  "Radiated and  conducted  Emissions for
Cellular Telephone Systems" and Bellcore GR-1089-CORE Section 3.

D.BTS.4.7         ELECTROMAGNETIC SUSCEPTIBILITY:
The Minicell complies to FCC part 15, class B.

D.BTS.4.8         LIGHTNING PROTECTION AND GROUNDING:
The CDMA BTS shall have lightning protection in compliance with IEEE C62.41-1992
category C, high exposure for lightning. This protection is part of the CDMA BTS
design. Commercial AC power and T1/E1 facilities are particularly susceptible to
lightning  surges  and  shall  be  properly  protected.   An  appropriate  surge
protection  device shall be  installed  at the service  entry point and shall be
connected directly to the Ground Electrode System. The lightning  protection and
grounding is compliant when installation is performed per Vendor guidelines.

<PAGE>





D.BTS.4.9         60 HZ INDUCTION EFFECTS:
The CDMA BTS transmission  facility  interface shall meet the appropriate "60 Hz
Effects" of TR-NWT-00499.

D.BTS.5  POWER REQUIREMENTS:
D.BTS.5.1         LINE VOLTAGE:
Outdoor:
208-240 Vac, 50 to 60 Hz, single phase.
Indoor:
The Indoor version of the BTS must support both DC and AC power supplies as
follows:
DC:  +25V to + 28V at Minicell input.
AC: 110-220 Vac, 50 to 60 Hz, single phase (This will be input to the power
cabinet  and the  power  cabinet  will  provide  the  required  DC  input to the
Minicell).

D.BTS.5.2         POWER REQUIREMENTS:
The Power  equipment  used to supply and  distribute  DC and AC power to the BTS
must meet or exceed the specifications identified in Vendor Document MTO-3D-131.

D.BTS.5.2.1       ADDITIONAL POWER INFORMATION:
Additional power specification can be found in Exhibit D.Power.

D.BTS.6  TRANSMISSION REQUIREMENTS:
D.BTS.6.1         INTERFACES:
The BTS must be able to support a standard T1 (ANSI  T1.403)  interface.  All T1
links  between  the BTS and  Transcoder  at the MSC are to  support  multiplexed
packetized  voice  channels on a set of DSOs referred to as the packet pipe. The
concentration  of the CDMA packetized  voice traffic to the  conventional  64PCM
voice  channel  will  vary with the bit rate of the  voice  encoding  (Vocoders)
scheme.
<TABLE>

- ---------------------- -------------------- --------------------- --------------------- --------------------
     <S>                <C>                  <C>                  <C>                   <C>
     Packet Pipe        # 8 kbit Chan. w/     #8 kbit Chls. w/      13kbit Chls. w/      13 kbit Chls. w/
        Size                64K DSOs              56K DSOs              64K DSOs             56K DSOs
- ---------------------- -------------------- --------------------- --------------------- --------------------
- ---------------------- -------------------- --------------------- --------------------- --------------------
          2                     6                    5                     4                     3
- ---------------------- -------------------- --------------------- --------------------- --------------------
- ---------------------- -------------------- --------------------- --------------------- --------------------
          3                    10                    9                     7                     6
- ---------------------- -------------------- --------------------- --------------------- --------------------
- ---------------------- -------------------- --------------------- --------------------- --------------------
          4                    14                    12                    10                    8
- ---------------------- -------------------- --------------------- --------------------- --------------------
- ---------------------- -------------------- --------------------- --------------------- --------------------
          5                    18                    16                    12                   11
- ---------------------- -------------------- --------------------- --------------------- --------------------
- ---------------------- -------------------- --------------------- --------------------- --------------------
          6                    22                    19                    15                   13
- ---------------------- -------------------- --------------------- --------------------- --------------------
- ---------------------- -------------------- --------------------- --------------------- --------------------
          7                    26                    22                    18                   15
- ---------------------- -------------------- --------------------- --------------------- --------------------
- ---------------------- -------------------- --------------------- --------------------- --------------------
          8                    30                    26                    21                   19
- ---------------------- -------------------- --------------------- --------------------- --------------------

</TABLE>

D.BTS.6.1.1       T1 transmission interface:
The  transmission  interface is T1 and must have  integrated CSU  functionality.
There  shall  also be an  option  to  terminate  a second  T1 span for  facility
redundancy.  The T1 interface must be compatible  with B8ZS line coding.  All T1
alarm and performance information shall be collected by the OMP.

D.BTS.6.1.2       Add / drop capability for T1 interface:
The BTS  configured  with a T1  interface  must have the option to perform add /
drop multiplexing  thereby  permitting a chaining of BTSs onto a single link T1.
The Switching and or Base Station  Controller  must be able to support  multiple
BTSs on a single link.



<PAGE>






D.BTS.7  OTHER BTS REQUIREMENTS:
D.BTS.7.1         SYNCHRONIZATION:
The Global  Positioning  System shall have an internal clock  (oscillator)  as a
back-up timing source.  In the case of failure of the GPS receiver,  an internal
clock  shall  provide   timing  for  at  least  24  hours  such  that  all  CDMA
Pseudo-random  numbers can be synchronized within + / - 10 micro seconds of each
other  during  this  period.  Vendor's  clock  should meet ANSI  standard  ANSI-
J-Std-019  (Recommended  Minimum  Performance  Requirements  for  Base  Stations
Supporting 1.8 to 2.0 Ghz Code Division Multiple Access (CDMA) Personal Stations
Section #4.3.1).

D.BTS.7.2         CONNECTORS:
All connections (e.g.,  transmission,  antenna, power, and other cabling) to the
BTS shall be connectorized  with standard,  commercially  available and industry
accepted connectors.

D.BTS.7.3         CELL SITE MONITORING CAPABILITIES:
The Vendor is to  provide,  as an option,  the  ability to perform  remote  call
processing diagnostics via CRTU (CDMA Radio Test Unit).

D.BTS.7.4         SOFTWARE DOWNLOAD ABILITY:
All software for the base station shall be downloaded from the MSC. The software
download shall be broadcast to multiple BTSs simultaneously. A software download
shall not  remove  the BTS from  service  for a period in excess of 15  minutes.
Remote  rebooting  of each BTS may be  included.  The Vendor  shall use its best
efforts to reduce the amount of downtime required.

D.BTS.7.5         RECEIVER SENSITIVITY:
Base  Station  receiver  sensitivity  shall be measured at the Base Station site
equipment level. Antenna,  connector or cable losses are not included as part of
this  measurement.  Mast mount or external Low Noise  Amplifier  (LNA) equipment
shall not be included as part of, or included with, this measurement.  Lightning
suppression  devices which  contribute loss to these systems will be included if
this  suppression  device is located at or with the Base Station site equipment.
Mast mount or coax line feed installed  suppression  devices will be included in
the antenna / coax feed loss budget.

Sensitivity  measurements  shall  include  any  internal  cell  sites  equipment
internal (e.g., LNA,  frequency  selective  components such as band pass or band
reject filters, and receiver path signal).

D.BTS.7.5.1       Multicarrier Receiver Performance:
The requirements for receiver  sensitivity and demodulation must be the same for
a single carrier per sector as well as for multiple  carriers per sector sharing
the same antenna per D.BTS.2.1.2.  This will ensure that the reverse link budget
in the  multicarrier  case is the same as in the single  carrier case. The tests
outlined  below will be  performed  for both single and  multiple  carriers  per
sector. The performance metrics given in D.BTS.7.5.2 and D.BTS.7.5.3 must be the
same in the single carrier case as in the multi-carrier case.


D.BTS.7.5.2       Receiver Sensitivity:
Receiver  sensitivity  shall be compliant with PN3383,  (Draft American National
Standard or Telecommunications - Recommended Minimum Performance Requirement for
Base Stations  Supporting  1.8 to 2.0 GHz Code Division  Multiple  Access (CDMA)
Personal Stations) with the following clarification / exceptions.

      Baud rate = 14.4 kbps
      Item 2 in section 3.4.1.2 Method of Measurements should be amended to read

<PAGE>




         Adjust the  equipment  to ensure that signal power of -119.8 dBm per RF
input  port is not  exceeded.  Reverse  Traffic  Channel  power  control  in the
personal station simulator should not be disabled (see 6.4.3 of PN3383).

For a 7dB Eb / No, the guaranteed  base station  receiver  sensitivity is -119.8
dBm. The minimum requirement is -119.8 dBm.

D.BTS.7.5.3  Demodulation  Requirements;  Base Station  Receive  Performance  in
Multipath   Fading  with  Closed  Loop  Power  Control:   Base  station  receive
performance  in  multipath  fading  with  closed  loop  power  control  shall be
compliant with PN3383,  (American  National Standards for  Telecommunications  -
Recommended Minimum Performance  Requirement for Base Stations Supporting 1.8 to
2.0 GHz  Code  Division  Multiple  Access  (CDMA)  Personal  Stations)  with the
following clarification / exceptions:

      Use Rate Set 2
      Follow the  procedures  outlined  in Section 3.3 of PN3383.  Use  modified
      versions  of Table  3.3.1  and 3.3.2  supplied  below.  Perform  the tests
      outlined in section 3.3.3 of PN3383.


<PAGE>




                               Created on: 4-15-98
Printed  08/08/98

Table 3.3.1       Parameters for Rate Set 1 Demodulation Tests

                                                  -----------------------------
                                                  Eb / No Limits (dB)
                                                  -----------------------------
- ---------------- -------------- ----------------- -------------- -------------
     Case            Test           Channel           Lower          Upper
                                   Simulator
                                 Configuration
                                     Number
- ---------------- -------------- ----------------- -------------- -------------
- ---------------- -------------- ----------------- -------------- -------------
1                3.3.1                None            4.05           4.65
- ---------------- -------------- ----------------- -------------- -------------
- ---------------- -------------- ----------------- -------------- -------------
2(a)             3.3.2                 1              10.35          10.95
- ---------------- -------------- ----------------- -------------- -------------
- ---------------- -------------- ----------------- -------------- -------------
2(b)             3.3.2                 2               9.0            9.6
- ---------------- -------------- ----------------- -------------- -------------
- ---------------- -------------- ----------------- -------------- -------------
2(c)             3.3.2                 3               8.0            8.6
- ---------------- -------------- ----------------- -------------- -------------
- ---------------- -------------- ----------------- -------------- -------------
2(d)             3.3.2                 3               8.4            9.0
- ---------------- -------------- ----------------- -------------- -------------
- ---------------- -------------- ----------------- -------------- -------------
3(a)             3.3.3                 1               6.3            6.9
- ---------------- -------------- ----------------- -------------- -------------
- ---------------- -------------- ----------------- -------------- -------------
3(b)             3.3.3                 2               7.6            8.2
- ---------------- -------------- ----------------- -------------- -------------


Table 3.3.2       Parameters for Rate Set 2 Demodulation Tests

                                                  -----------------------------
                                                  Eb / No Limits (dB)
                                                  -----------------------------
- ---------------- -------------- ----------------- -------------- -------------
     Case            Test           Channel           Lower          Upper
                                   Simulator
                                 Configuration
                                     Number
- ---------------- -------------- ----------------- -------------- -------------
- ---------------- -------------- ----------------- -------------- -------------
1                3.3.1                None             3.2            3.8
- ---------------- -------------- ----------------- -------------- -------------
- ---------------- -------------- ----------------- -------------- -------------
2(a)             3.3.2                 1               9.9           10.5
- ---------------- -------------- ----------------- -------------- -------------
- ---------------- -------------- ----------------- ----------------------------
2(b)             3.3.2                 2                  Not required
- ---------------- -------------- ----------------- ----------------------------
- ---------------- -------------- ----------------- -------------- -------------
2(c)             3.3.2                 3               7.7            8.3
- ---------------- -------------- ----------------- -------------- -------------
- ---------------- -------------- ----------------- -------------- -------------
2(d)             3.3.2                 3               8.1            8.7
- ---------------- -------------- ----------------- -------------- -------------
- ---------------- -------------- ----------------- -------------- -------------
3(a)             3.3.3                 1               5.8            6.4
- ---------------- -------------- ----------------- -------------- -------------
- ---------------- -------------- ----------------- -------------- -------------
3(b)             3.3.3                 2               8.3            8.9
- ---------------- -------------- ----------------- -------------- -------------



<PAGE>







D.BTS.8  RELIABILITY:
D.BTS.8.1         REDUNDANCY:
   Channel cards:  N + 1
   Power supply:  N + 1
   Synchronization: GPS receiver must have a highly stable local oscillator per
     "D.BTS.7.1: Synchronization".

D.BTS.8.2         OVERALL RELIABILITY:
The MTBF for a failure  that  reduces  the  traffic  capacity  or the ability to
initiate or  terminate  calls  shall be equal to or greater  than 4.27 years (as
calculated per Schedule 2) for a 3-sectored BTS. A traffic  reducing  failure is
defined as a failure that removes one or more  effective  voice channel  (Erlang
bearing voice channel) from one or more sectors.

Component level reliability is given in Schedule 2.





<PAGE>




                                  LUCENT TECHNOLOGIES SCHEDULE 1 - D.BTS

                              Base Station Compliance and Roll Out Schedule

A 4 means that the Vendor currently meets the requirement.

                              General Availability
BTS Section                 Description                                 -
1.0                        AIR INTERFACE REQUIREMENTS :                 4
1.1                        Compliance of STDs                           4
1.2                        HAND-OFF CAPABILITY:                         4
1.3                        INTER BAND HAND-OFF:                         4
2.0                        MULTI-CARRIER:                               -
2.1                        HARDWARE:                                    -
2.1.1                      Multi-Carriers                               -
                           3 Carriers/Sector                            4
                           4-6 Carriers/Sector                          4

2.1.2                      Antenna Requirements:  2carriers per sector
                           on 2 antennas                                4
2.2                        TRAFFIC MANAGEMENT:                          -
2.2.1                      Load Balancing on call setups                4
2.2.2                      Load Balance during handoffs                 4
2.2.3                      Traffic Capacity                             4
2.3                        Pooling of traffic channels                  4
2.2.4                      Expanded Channel Element  Card
                            (10 Channel CCU)                            4
3.0                        CONTROL REQUIREMENTS:                        -
3.1                        Retune Frequency Remotely                    4
3.2                        T1 Remote Loopback                           4
3.3                        Telemetry Alarms                             4
3.4                        Automatic Inventory                          4
4.0                        ENVIRONMENTAL REQUIREMENTS:                  -
4.1                        Outdoor Cabinets                             4
4.2                        Altitudes                                    4
4.3                        Temperature & Humidity                       4
4.4                        Environmental Control Mechanism              4
4.5                        Seismic                                      4
4.6                        EMI                                          4
4.7                        Electromagnetic                              4
4.8                        Lighting Protection                          4
4.9                        60 Hz Induction Effects                      4
5.0                        POWER REQUIREMENTS                           -
5.1                        Line Voltage                                 4
5.2                        Power Requirements                           4
5.3                        Power Supply Redundancy                      4
6.0                        TRANSMISSION:                                -
6.1                        Interfaces                                   4
6.1.1                      T1 Transmission Interface                    4
6.1.2                      Integrated Add / Drop                        3Q98
7.0                        OTHER BTS REQUIREMENTS:                      -
7.1                        Synchronization                              4
7.2                        Rear Access                                  4
7.3                        Cell Site Monitoring                         4
7.4                        Software Download                            4
7.5                        Receiver Sensitivity                         4
8.0                        RELIABILITY:                                 -
8.1                        Redundancy                                   4
8.2                        Overall and Component Reliability            4 as per
                                                                 the attachment





<PAGE>




                                  LUCENT TECHNOLOGIES SCHEDULE 2 - D.BTS

                                             BTS Reliability
                                       CDMA PCS (1.8 GHz) Minicell
                                   Component Mean-Time-Between-Failure
<TABLE>
                                                                                                  Mean-Time
                                                                                            Between Failure

Component Name                                                    Component Code                    (Hours)

<S>                                                                          <C>                    <C>
Radio Control Complex                                                      TN167                    586,132
- ---------------------
Core Processor Unit (CPU)                                                  TN168                  1,870,557
Network Control Interface (NCI)                                            TN169                    389,499
Memory (MEM)                                                               UN166                  1,152,206
Alarm / FITS Interface (AFI)                                               UN524                    874,967
Central Processing Unit (CPI)                                              415AC                    397,852
Power Converter Unit (PCU)

CDMA Radio Shelf
CDMA Channel Unit (CCU)                                                   TN1701                    777,001
Bus Interface Unit (BIU)                                                  TN1702                    387,837
Synchronize Clock & Tone (SCT)                                            TN1703                    736,703
CDMA Cluster Controller (CCC)                                             TN1852                    979,624
Analog Conversion Unit (ACU)                                              TN1853                    726,111
Digital Facility Interface (DFI)                                          TN3500                  1,122,334
Baseband Combiner & Radio (BCR)                                            44WR1                    325,140
Power Converter Unit (PCU)                                                 415AE                    397,852

CDMA Transmit Unit Shelf
20W Transmit Power Amplifier (TPA)                                         44WA6                    191,791
TPA Power Supply (TPA-PS)                                                                           418,936
Alarm Control Board (ACB)                                                   BLB1                         NA
Tx Amplifier                                                           QCPA-1900
Tx UP Board Assembly                                                        BLB2                  1,847,746

Reference Freq. & Time Generator
Reference Frequency & Timing Generator                                   KS24019


Customer Service Unit (CSU) Shelf
Customer Service Unit (CSU)                                                                         333,367
Shelf Interface Unit (SIU)                                                                        1,617,599
</TABLE>


<PAGE>




CDMA Radio Test Unit (CRTU)
CDMA Radio Test Unit (CTRU)

Radio Switch Panel (RSP)



The  estimates  for  Mean-Time-Between-Failure  (MTBF)  for the  major  CDMA PCS
components  shown are based on  typical  environmental  conditions  for the CDMA
growth  frame  which  have  been   derated  by  10%  for  the  outdoor   cabinet
configurations.

All of the Radio Control Complex (RCC) components are duplicated for redundancy.
Failure of any of the RCC components will not result in a loss of service.

In the CDMA Radio  Shelf,  loss of CDMA Channel Unit (CCU) will result in a loss
of  capacity,  but the system will be able to provide  service on the  remaining
CCU's.  The system will be able to reconfigure  CCU's  assigned to pilot,  sync,
page,  and access  channels as necessary to maintain  service.  The  Synchronize
Clock and Tone (SCT) is duplicated for redundancy;  failure will not result in a
loss of  service.  The  system  can  reconfigure  in the event of a loss of CDMA
Cluster  Controller  (CCC),  such that failure of a CCC will result in a loss of
capacity but the system will still  provide  service to each sector.  Failure of
the Bus Interface Unit (BIU),  Analog  Conversion Unit (ACU),  Baseband Combiner
Radio (BCR),  or Power  Converter Unit (PCU) will result in a loss of service to
one sector.

Failure of any of the CDMA Transmit Unit Shelf  components with the exception of
the Alarm  Control  Board  (SCB) will result in a loss of service to one sector.
The Alarm Control Board (SCB) is not service affecting.

In the event of a single  failure in the Reference  Frequency and Test Generator
(RFTG), redundancy within the RFTG shall maintain synchronization with all other
CDMA cell sites for 24 hours.  In the event of a double failure within the RFTG,
synchronization shall be maintained for a minimum of 4 hours.

The Shelf  Interface Unit (SIU),  CDMA Radio Test Unit (CRTU),  and Radio Switch
Panel (RSP) are not service affecting.

Reliability information on the Transmit and Receive Filters are not available at
this time and are not included in the system MTFB  discussed  below.  Generally,
for  system  with  receive  diversity,  failures  in the  receive  path  are not
considered service affecting.

Failure of the entire system (loss of all traffic channels) will result from the
failure of the Digital  Facility  Interface (DFI) or Channel Service Unit (CSU).
The Mean-Time-Between-Failures (MTFB) of these two units is 257,000 hours.

<PAGE>



The  loss of one or more  traffic  channels  in a  sector  due to the loss of an
amplifier  or other common  electronics  will result from the failure of the Bus
Interface Unit (BIU),  Analog  Conversion  Unit (ACU),  Baseband  Combiner Radio
(BCR),  or Power Converter Unit (PCU) in the CDMA Radio Shelf; or from a failure
of the Transmit Power Amplifier (TPA),  TPA Power Supply (TPA-PS),  Tx Amplifier
(Tx  AMP),  or  the  Tx  UP  Board  in  the  CDMA   Transmit  Unit  Shelf.   The
Mean-Time-Between-Failure (MTBF) associated with these units is 40,860 hours.


<PAGE>


                                                                   EXHIBIT D.MSC



                                        LUCENT TECHNOLOGIES D.MSC



D.MSC.1  FEATURES AND FUNCTIONALITIES:
The MSC shall include the functions  assigned to the Visitor  Location  Register
(VLR) in IS-41 Rev. C. In the remainder of this Exhibit D.MSC, MSC shall be used
to indicate MSC/VLR wherever VLR functions are described.  The MSC shall include
the PCS Access Manager and the PCS switch of the AUTOPLEX(R)-1000 System.

If the Owner  requests,  for the purpose of  interfacing  the  Vendor's MSC with
non-Vendor  network elements,  the Vendor will provide and permit the use of any
Vendor-defined interface protocols (including the Vendor's FTN/EFTN protocol) as
necessary  for  the  sole  purpose  of  supporting   the  Owners   features  and
functionalities in the Owners network.

The  Vendor  will make  available  to the Owner  complete  documentation  of MSC
capabilities  and  interfaces  pertaining  to any  Vendor  -  defined  interface
protocols  which  may be  necessary  for the  Owner  to plan  new  features  and
functionalities using these capabilities.

D.MSC.1.1
In  accordance  with  Exhibit  C,  the  MSC  shall  support  registration,  call
origination,  call  delivery  and hard  hand-off  for CDMA  mobile  stations  in
conformance with IS-41 Rev. C.

D.MSC.1.2
The MSC shall support  inter-operation  with non-Owner networks supporting IS-41
Rev. B plus TSB 41 plus TSB 55 for roaming.

D.MSC.1.3
In  accordance  with  Exhibit C, the MSC shall  support  hard and soft  hand-off
functions.

D.MSC.1.4
The MSC shall  support the features and  functions  identified  in Exhibit C and
shall conform to IS-41 Rev. C. as it applies to these features and functions.

D.MSC.1.5
The MSC shall be  capable  of  inter-operating  with a  separate  Home  Location
Register  (HLR)  for home  users  accessed  over an SS7  network  following  the
procedures  of IS-41 Rev. C as  necessary  to support  the Owners  features  and
functionalities  documented  in Exhibit C. The  separate HLR may be a product of
another vendor.

<PAGE>



D.MSC.1.6
The MSC shall provide the ability to establish  originating,  dialed digits, and
terminating  triggers  for  individual  subscribers  in response to IS-41 Rev. C
messages and to generate IS-41 Rev. C messages when established trigger criteria
are encountered.

D.MSC.1.7
The MSC shall  provide the ability to establish  terminating  and dialed  digits
triggers  for  an  entire  MSC  and to  generate  IS-41  Rev.  C  messages  when
established trigger criteria are encountered.

D.MSC.1.8
The Vendor  shall  perform  reasonable  and  necessary  IS-41  inter-operability
testing  with other  vendors  and will work with other  vendors in good faith to
achieve IS-41  inter-operability  as required to support the Owners features and
functionalities documented in Exhibit C.

D.MSC.1.9
The MSC shall support a remote  switching  capability  by providing  centralized
operations, administration, and maintenance for remote switches.

D.MSC.1.10
The MSC shall be capable of routing calls to announcements. The determination of
what  calls  or  events  result  in an  announcement  must be  settable  through
translation. The content of the announcements must be able to be recorded by the
Owner. A minimum of 30 different announcements must be available.


D.MSC.2  SIGNALING:
D.MSC.2.1
Subject to the  exceptions  specified in the Vendor's  compliance and exceptions
documentation (evaluation date 1/31/95) previously provided by the Vendor to the
Owner  to the  following  reference,  the MSC  shall  meet the  requirements  of
GR-317-CORE,  Switching  System Generic  Requirements for Call Control Using the
Integrated Services Digital Network User Part (ISDNUP) Issue 1, 2/94, Revision 1
(9/94) for interoffice trunk signaling between MSCs.

D.MSC.2.2
Subject to the  exceptions  specified in the Vendor's  compliance and exceptions
documentation (completed 11/8/93) previously provided by the Vendor to the Owner
to  the  following   reference,   the  MSC  shall  meet  the   requirements   of
TR-NWT-000606,  Issue 2, October 1992 LSSGR:  Common Channel  Signaling  Section
6.5, for connection to the SS7 network via STP's.

D.MSC.2.3
Subject to the  exceptions  specified in the Vendor's  compliance and exceptions
documentation  (dated 10/2/89) previously provided by the Vendor to the Owner to
the following reference, the

<PAGE>


MSC shall  support all  interface  types  (except the SS7 option for Type 2C) in
TR-NPL-000145,  Compatibility  Information  for  Interconnection  of a  Wireless
Services Provider and a Local Exchange Carrier Network, Issue 2, 12/93.

D.MSC.2.4
Subject to the  exceptions  specified in the Vendor's  compliance and exceptions
documentation  (completed  June 1992)  previously  provided by the Vendor to the
Owner to the following  reference,  the MSC shall meet the requirements of equal
access MF signaling for both direct and tandem  interconnection to interexchange
carriers as defined in GR-690-CORE LSSGR:  Exchange Access  Interconnection  FSD
20-24-0000 (a module of LSSGR, FR-64), Issue 1, 12/94.

D.MSC.2.5
Subject to the  exceptions  specified in the Vendor's  compliance and exceptions
documentation (evaluation date 1/31/95) previously provided by the Vendor to the
Owner to the following  reference,  the MSC shall meet the requirements of equal
access SS7 signaling for both direct and tandem interconnection to interexchange
carriers as defined in GR-394-CORE  Switching  System Generic  Requirements  for
Interexchange  Carrier  Interconnection  Using the Integrated  Services  Digital
Network User Part (ISDNUP) Issue 1, 2/94, Revision 1 (9/94).

D.MSC.3  TRANSMISSION:
Subject to the  exceptions  specified in the Vendor's  compliance and exceptions
documentation (analysis completed 4/91) previously provided by the Vendor to the
Owner  to the  following  reference,  the MSC  shall  meet the  requirements  of
TR-NWT-000507,  LSSGR: Transmission,  Section 7 (a module of LSSGR, FR-64) Issue
4.

D.MSC.4  ADMINISTRATION AND MAINTENANCE:
D.MSC.4.1
The MSC shall  provide  measurements  and  commands  to  support  the  following
administration and maintenance functions:

         traffic  measurements,   billing  measurements,  service  measurements,
service  evaluation,  data base  management,  generic  program  alteration,  and
security of memory administration,  trouble detection, service recovery, trouble
notification, trouble verification, trouble isolation and repair.

D.MSC.4.2
The   Vendor   shall   comply   with  the  latest   version  of  the   following
Vendor-published  detailed  documentation  for  each  measurement,  report,  and
command:

 (a) Lucent Technologies 401-610-133, Issue 9.0, January 1997, "Autoplex
     Cellular Telecommunications System 1000 AMA Formats Description."
 (b) Lucent Technologies 401-610-000 AUTOPLEX System 1000 Documentation Catalog.


<PAGE>



D.MSC.4.3
MSC  Software  modifications  (whether  considered  to be  Software  Upgrades or
Software  Enhancements) that can be incorporated into the then-current  releases
will not require more than  fifteen  (15) minutes of downtime,  and in addition,
the Vendor will use its best efforts to reduce the amount of downtime required.

D.MSC.5  SYSTEM INTERFACES:
D.MSC.5.1
Subject to the exceptions to TR-TSY-000510  specified in the Vendor's compliance
and  exceptions  documentation's  (completed  8/89)  previously  provided by the
Vendor to the Owner to the  following  references,  the MSC  shall  support  the
following interfaces:

         (a)  Digital Signal Level 1 (DS-1) as defined in TR-TSY-000510,  LSSGR:
              System Interfaces, Section 10 ( a module of LSSGR, FR-64) Issue 2,
              7/87.
         (b)  The  SONET  digital   switch  trunk   interface  as  described  in
              TR-TSY-000782,  SONET Digital Switch Trunk  Interface  Criteria (a
              module of TSGR, FR-440 and LSSGR, FR-64), Issue 2, 9/89.
         (c) In  accordance  with Exhibit C, the MSC will support  interfaces to
the voice mail systems.

D.MSC.5.2
The MSC shall support an interface to an external  information  services gateway
to  provide  voice  menu /  touch  tone  response  information  services  and to
automatically redirect the call to the information service number requested. The
subscriber  shall be able to dial a feature  service code to access a voice mail
system.  After selecting the desired option the call shall be transferred to the
requested  service DN. The interface to the MSC shall be as identified in Lucent
Technologies 401-601-010 "Information Services Gateway Optional Feature."

D.MSC.6  SERVICE STANDARDS AND CAPACITY:
D.MSC.6.1
Subject to the  exceptions  specified in the Vendor's  compliance and exceptions
documentation  (analysis updated 9/92) previously  provided by the Vendor to the
Owner  to the  following  reference,  the MSC  shall  meet  the  objectives  for
reliability  in  TR-TSY-512,  Issue 3,  "Reliability."  In this context,  a DS-1
interface to a BTS shall conform to the 20 minutes/year objective for integrated
digital terminations.

D.MSC.6.2
The Vendor shall provide  engineering  rules for determining the capacity of the
MSC system.  The  engineering  rules shall identify the  parameters  required in
order to determine the MSC capacity required by the Owner.

D.MSC.6.3
Based on the  assumptions  listed in Attachment 1, the MSC shall be configurable
with a maximum capacity not less than the following:

<PAGE>




         (a)   Busy Hour Call Attempts:  200,000
         (b)   Subtending BTS:  222
         (c)   Trunks:  15,000
         (d)   Signaling links: 64, or 32 link pairs (not including links to the
               BSC/BTS)

D.MSC.7  POWER:
Subject to the  exceptions  specified in the Vendor's  compliance and exceptions
documentation (reviewed and confirmed 9/15/92) previously provided by the Vendor
to  the  Owner  to  the   following   reference,   the  MSC  shall  comply  with
TR-TSY-000513, Issue 2, July 1987, Revision 1, December 1988, LSSGR Section 13:
Power, for compatibility with central office power systems.

D.MSC.8  ENVIRONMENTAL:
Subject to the  exceptions  specified in the Vendor's  compliance and exceptions
documentation  (completed  June 1994)  previously  provided by the Vendor to the
Owner to the  following  reference,  the MSC shall  comply  with  TR-NWT-000063,
Network  Equipment - Building  System (NEBS) Generic  Requirements ( a module of
LSSGR,  FR-64  and  TSGR,  FR-440),   Issue  5,  9/93,   regarding  spatial  and
environmental characteristics, including testing methods.

Subject to the  exceptions  specified in the Vendor's  compliance and exceptions
documentation (completed 7/25/95) previously provided by the Vendor to the Owner
to  the   following   reference,   the  MSC  shall  comply  with   GR-1089-CORE,
Electromagnetic  Compatibility  and  Electrical  Safety - Criteria  for  Network
Telecommunications  Equipment (a module of LSSGR, FR-64 and TSGR, FR-440), Issue
1, 11/94.

D.MSC.9  NETWORK TRAFFIC MANAGEMENT:
D.MSC.9.1
The MSC shall implement traffic measurements and overload controls including:

     (a) detection of congestion onset when settable congestion onset thresholds
     are crossed;

     (b) deferral of tasks according to a priority scheme when congestion  onset
     is detected;

     (c) detection of congestion  abatement when separately  settable  abatement
     thresholds are crossed; and

     (d) gradual  resumption  of deferred  tasks when  congestion  abatement  is
     detected.

D.MSC.10
The MSC shall support subtending Vendor BTS's using a Vendor-defined  interface.
See Exhibit G for IOS / IS-634.


D.MSC.10.1
The MSC shall  support  CDMA  Soft  hand-off  between  or among any two or three
subtending  Vendor BTS's.  A Soft Hand-off shall result in no more than 2 frames
lost. Refer to Exhibit C for software soft hand-off enhancements.


<PAGE>



D.MSC.10.2
The voice  information shall be transcoded to 64 kb/s PCM in accordance to CCITT
G703  standards.  The transcoded PCM shall support vocoder rates as specified in
Exhibit  C.  Vocoder  bypass  must be  enabled  when  fax or data  messages  are
transmitted.

D.MSC.10.3
Owner and Vendor  acknowledge  echo is present in any digital radio  technology.
      Vendor can supply, as an option, echo cancellation units.
      Owner is responsible for echo treatment in the system. One possible option
     is the vendors echo canceler as noted above.

D.MSC.10.4
The BTS to MSC link shall  support the  multiplexing  of multiple  voice or data
channels as specified in Exhibit D.BTS.6.1.

D.MSC.10.5
The T1 from the BTS to the MSC  shall  support  multiple  BTS  sites on a single
link.  Thus a link that has been  groomed  with two or more  separate  BTS sites
shall be terminated directly on the MSC.

D.MSC.10.6
The link  from the BTS to the MSC shall be  compatible  for  transport  over any
network,  independent  of the type of  transmission  equipment  embedded in that
network  as  long  as the  constraints  on the  transmission  delay  budget  are
maintained.  The  transmission  delay  budget is 7 msec.  These  networks  shall
include local and long distance  networks,  and base band  transport  over cable
networks.  Multiplexing,  drop and insert,  grooming and other transport effects
and functions must be transparent to the BTS to MSC link.

D.MSC.10.7
There are two other types of transmission interfaces proposed: an HDSL interface
and a cable  transport  system.  Both of these  transport  mechanisms  will have
dedicated  Central Office Terminals that will interface with the BTS on one side
and have a T1  interface  towards  the MSC.  The MSC to BTS link must be able to
maintain  performance  over this  interface  as long as the  delay  requirements
outlined in D.MSC.10.6 are maintained.

D.MSC.10.8
In accordance with Exhibit C, multiple MSCs must be able to be networked to form
a soft hand-off clusters allowing any BTS served by MSC-A to enter Soft Hand-off
with any BTS served by MSC-B where MSC-A and MSC-B are from the same Vendor.



<PAGE>


D.MSC.10.9
In accordance with Exhibit C, multiple MSCs must be able to be networked to form
Soft  Hand-off  cluster  allowing any BTS served by MSC-A to enter soft hand-off
with any BTS served by MSC-B  where MSC-A and MSC-B are from  different  vendors
(IS-41).



<PAGE>



                                      ATTACHMENT 1 TO EXHIBIT D.MSC

North American Market BHCA Rating

The system capacity for Autoplex  1000(R) North American markets is 200,000 BHCA
based on the following assumptions:

  -  Single MSC system EC
  -  Release 9.0 (or later)
  -  3B21 Duplex ECP
  -  OMP with Release 9.0 (or later) software
  -  A single  5ESS-2000  Switch  DCS  carrying  100% of system  traffic  with a
     hand-off rate of 1.6 Soft HO/BHCA or less and 0.2 Hard HO/BHCA or less
  -  2.5 Autonomous Registrations (AR) per BHCA
  -  Short Message per BHCA <10%
  -  Voice Mail/CF/CW on 2.5% of BHCA
  -  Available paging capacity in CDMA is approximately 51 pages/second
  -  Maximum of two page messages per page attempt
  -  Maximum "No Page Response" rate is 50%
  -  Mobile terminated call attempts are 32% of BHCA or lower
  -  Mobile terminated calls answered is 10%
  -  Mobile originated calls are 68% of BHCA
  -  Mobile originated answered calls are 55% of BHCA
  -  Mobile to mobile calls are 10% of BHCA
  -  Mobile busies is 3% or higher of BHCA Mobile originations limited to 18,000
     calls/cell/hour on the access channel
  -  BHCA per subscriber is 1.0
  -  Average Call Holding Time (ACHT) is 90 seconds.



<PAGE>


                                                                    EXHIBIT D.NM




                            LUCENT TECHNOLOGIES D.NM





D.NM. NETWORK ELEMENT MANAGEMENT SYSTEM REQUIREMENTS

Network Element  Management  Systems (NEMS) will be defined as systems  required
for operating and maintaining the PCS networks being designed and implemented by
the Vendor.

The NEMS will provide  management for any and all network  elements  provided by
the vendor.  Management  applications include  configuration  management,  fault
management, fault isolation, fault resolution, security management,  performance
management,  accounting management,  data storage,  system provisioning and data
evaluation.




<PAGE>


D.NM.1.  SYSTEM COMPATIBILITY:
D.NM.1.1 INTEROPERABILITY WITH NETWORK MANAGEMENT SYSTEM:
Provide  interoperability  between all network  element  managers and an overlay
network management system via SNMP, CMIP or ASCII. Both the network elements and
network  element  managers  will  allow  interconnection  of  a  remote  network
management system while maintaining local functionality with the network element
manager.

Owners objective is Q3 interface.  CMIP / CMISE is highly desired by Owner. Both
Vendor and Owner recognize that no commitment presently exists for Q3 interface.

D.NM.1.2 NETWORK ELEMENT MANAGEMENT FOR THE VENDOR-PROVIDED BSC:

D.NM.1.3 NETWORK ELEMENT MANAGEMENT FOR THE VENDOR-PROVIDED BTS:

D.NM.1.4 NETWORK ELEMENT MANAGEMENT FOR THE VENDOR-PROVIDED HLR:

D.NM.1.5 NETWORK ELEMENT MANAGEMENT FOR THE VENDOR-PROVIDED   MSC/VLR:

D.NM.1.6
Vendor  shall  provide  a  first  level  NMS  that  directly  interconnects  and
interoperates  with BSC, BTS, and MSC / VLR NEMS  systems.  ASCII over RS-232 or
TCP / IP interfaces is supported.

D.NM.1.7
Vendor NEMS shall be consistent with the  Telecommunications  Management Network
(TMN) hierarchy.  Vendor OA&M architecture is consistent with philosophy of TMN.
OMP / ECP act  functionally as an EMS. Owner and Vendor agree that this is not a
testable item.

D.NM.1.8
Vendor NEMS shall interoperate with Owners Network Management System (NMS). More
information  is  required  from  Owner to  determine  protocol  and  interfacing
requirements. ASCII over RS-232 or TCP / IP interfaces is supported.

D.NM.1.9
Vendor NEMS shall interconnect with Owners deployment of Metapath's Peripheral /
Pollable Data Unit (PDU). TCP / IP connection to the OMP is needed by Owner.

D.NM.1.10
Vendors OMP shall be the NEMS that  interconnects and interoperates  with Owners
NMS. The OMP can act as the interface point to the NMS.


<PAGE>



D.NM.1.11
OMP  shall  be  redundant  and  highly  available  according  to the  "Redundant
Architecture - Hot Standby Systems"  requirements.  Input is needed by the Owner
to understand  requirements  in the referenced  document.  HA-OMP should satisfy
redundant architecture requirements.

D.NM.2          NETWORK ELEMENT DIVERSITY:
D.NM.2.1
Vendor NEMS shall support at least two NMS  connections in an active hot standby
configuration with automatic failover.

D.NM.2.2 SUPPORT ALL NETWORK ELEMENTS ON THE SAME MONITOR:
Provide the capability to display  management  windows from all network elements
from any single monitoring station.


D.NM.2.3 SUPPORT MULTIPLE SIMULTANEOUS SESSIONS:
Provide the capability to support  multiple user  interactive  sessions.  System
will support up to 16 users simultaneously, with all users having the capability
of running multiple applications simultaneously.

D.NM.2.4 ALLOW NETWORK ANALYSIS OF MULTIPLE ELEMENTS:
Provide the capability to analyze  multiple network  elements,  in an integrated
manner. The system will allow for analyses of multiple elements simultaneously.

D.NM.2.5 REDUNDANT ARCHITECTURE - HOT STANDBY SYSTEMS:
Provide fault  tolerant  architecture  to protect and ensure access into network
elements at all times.  Network  element  management  systems will have multiple
means of accessing  the element  being  managed by providing  access to multiple
interface  processors.  The network element  management  system itself will have
hot-standby  functionality and/or a fault tolerant processor.  All elements will
be  accessible  in the event of complete  network  element  management  failure.
Requires High Availability OMP.

NEMS shall have a standby  processor  than can assume  full role of most  recent
former  active  processor  within  5  minutes.  This  role  assumption  shall be
activated  automatically  while  allowing  manual  intervention  to prevent  it.
Vendors HA-OMP should satisfy this requirement.

D.NM.3.  CONFIGURATION MANAGEMENT:
D.NM.3.1 DEFINE AND VIEW RESOURCES:
         (a)  The OMP shall collect,  report and store inventory information for
              each BTS  provided  by the Vendor and provide  the  capability  to
              report  hardware and software  resource  information.  System will
              report Nomenclature and version of each software-loadable  circuit
              card.  Granularity will be to the lowest field replaceable circuit
              card. Version information to be available by June 1997.


<PAGE>



D.NM.3.2 START AND STOP NETWORK OPERATIONS:
Provide the  capability to remove and restore  desired  functional  units within
each network element. The starting and stopping of any network operation will be
allowed on a unit by unit basis. This includes call processing.

D.NM.3.3 REPORT CONFIGURATION STATUS:
Provide the capability to report the on-line/off-line/hot-standby/Out-of-service
state of each circuit card within a network element.

D.NM.3.4 BROADCAST SOFTWARE LOADS TO ELEMENTS SIMULTANEOUSLY:
Provide the  capability  to download  system  software to multiple base stations
simultaneously  by  issuing  a single  command,  in  compliance  with  D.BTS.7.4
"Software  Download".  System will allow the creation of batch files to download
software per a user designated  time to user designated cell sites.  System will
report on successful or unsuccessful load.

D.NM.3.5
[intentionally omitted]

D.NM.3.6 REMOTE RETUNING OF BASE STATIONS:
Provide the  capability to remotely  retune the base station in compliance  with
D.BTS.3.1 "Ability to retune frequencies remotely."

D.NM.4          FAULT MANAGEMENT:
D.NM.4.1 FAULT DETECTION AND REPORTING:
Provide the  capability to detect faults within each network  element and report
these faults in a hierarchical,  graphic display.  Reports will be available for
reporting alarm reports, equipment state change reports, call processing failure
reports, diagnostic error reports, software error and recovery reports, hardware
error and recovery reports, and initialization event reports.  System will allow
for critical faults to be reported via a commercial  pager.  TIMS system or some
NM system to fully comply.

System shall be capable of reporting all alarms (faults,  events, state changes,
etc...) to Owners Fault Management System via Owners Operations  Systems Support
Network (OSSN).  Equipment shall connect and report alarms over TCP/IP Ethernet.
Vendors  current OMP supports  TCP/IP  connections to NMS.  However,  compliance
depends on Owners  protocol  requirements.  Owner and Vendor must mutually agree
upon  those  requirements  and  availability.  ASCII  over  RS-232  or  TCP / IP
interfaces is supported.

D.NM.4.2 FAULT DIAGNOSIS:
Provide the capability to diagnose the validity of a particular  system failure,
hardware or software.  System will report a diagnosis of possible causes for the
failure.  Fault diagnosis will be both automatic and allow for manual  requests.
Off-line  equipment will be allowed to be diagnosed  manually and automatically,
periodically. Base Station control and reporting will be in compliance with

<PAGE>


 D.BTS.3.2 "Ability to perform T1 or other loopbacks remotely" and D.BTS.3.3
"Telemetry and alarms."

D.NM.4.3 FAULT ISOLATION TO LOWEST REPLACEMENT UNIT:
Provide the capability to isolate system faults to a field  replaceable  circuit
card.

D.NM.4.4 FAULT CORRECTION:
Provide the  capability to  automatically  attempt to restore of faulty  circuit
cards or software upon  detection of system  errors.  System will also allow for
manual intervention of an automatic restore procedure.

D.NM.4.5 ALARM AND REACT TO SITE RELAY TRIGGERS:
Provide the  capability  to monitor and alarm a minimum of 10 relay  contacts of
cell sites and switches.  Alarming  will include  environmental  systems,  power
systems, lighting systems, security systems, etc.

Each relay  alarm will have the ability to be  assigned a severity  level,  thus
allowing the management  system to react accordingly (i.e. issue critical alarm,
page technician, etc.).

D.NM.4.6 PROVIDE FAULT SEVERITY VIA GRAPHICAL USER INTERFACE (GUI):
Provide the capability to report alarms via a graphical user interface.  Banners
will report  individual  fault or conditions  and indicate  severity by altering
banner color.

D.NM.4.7 NO ACTIVITY ALARMING:
Provide the capability to report a possible alarm  condition due to link failure
when no  data  has  been  received  from a  particular  link  in a user  defined
time-frame.

Vendor shall provide alarm heartbeat  message,  a positive  acknowledgment  sent
asynchronously once every five (5) minutes by the equipment that interfaces with
Owners Fault  Management  System.  Owner and Vendor need to mutually  agree upon
protocol requirements for interfacing to the Fault Management System.

D.NM.4.8 ABILITY TO ADMINISTER REMOTE TEST UNITS:
Provide the ability to monitor remotely cell site performance in accordance with
D.BTS 7.3 "Cell site Monitoring capability."



D.NM.5   SECURITY MANAGEMENT:
D.NM.5.1
[intentionally omitted]


<PAGE>



D.NM.5.2 ARCHIVE AND RETRIEVE SECURITY INFORMATION:
Provide the capability to store and retrieve all security  related  information.
Information  will range from security access levels,  to login times by user id,
to password aging data.

D.NM.5.3 USER PASSWORD AGING:
Provide the capability for user defined  time-frames for password  aging.  Allow
for synchronization of password aging to multiple network elements.

D.NM.5.4
[intentionally omitted]

D.NM.5.5 USER DEFINED MAXIMUM IDLE TIME:
Provide  the  capability  to  automatically  logout a user that does not enter a
keystroke in a definable time-period.

D.NM.5.6 LOGIN FAILURE AFTER USER DEFINED ATTEMPTS:
Provide  the  capability  to  reject  user id login  after  attempting  to enter
password fails. System allow user to define how many attempts are allowed before
rejection.

D.NM.5.7 USER DEFINED MAXIMUM LOGIN TIME ALLOTTED:
Provide the  capability to set the amount of time each login session is allotted
before rejection occurs.

D.NM.6   PERFORMANCE MANAGEMENT:
Vendor shall provide a TCP/IP Ethernet (at least 10Mbps) interface over which it
shall provide Performance Measurements to Owners Performance Management System.


D.NM.6.1 REPORT NETWORK TRAFFIC USAGE BY CELL AND SECTOR:
Provide the ability to gather statistics on usage in terms of:
               Effective voice channels
               Erlangs based upon a given blocking assumption

D.NM.6.2 REPORT BLOCKED CALL RATE BY CELL AND SECTOR:
Only supported by cell, not sector.

D.NM.6.3 REPORT DROPPED CALL RATE BY CELL AND SECTOR:

D.NM.6.4 REPORT HAND-OFF STATISTICS BY CELL AND SECTOR:

D.NM.6.5
[intentionally omitted]


<PAGE>



D.NM.6.6
[intentionally omitted]

D.NM.6.7 REPORT POWER LEVELS AT PERTINENT CALL TIMES:
Provide the  capability  to report mobile power levels at call  termination  and
call hand-off points. Owner and Vendor must mutually agree upon availability.


D.NM.6.8 REPORT ALL PROCESSOR USAGE STATISTICS:
Provide the  capability  to alarm when  critical  processors  approach  resource
limitations.

D.NM.6.9
[intentionally omitted]

D.NM.6.10       REPORT OF ANY OTHER STAT OR EVENT OR ANY NETWORK ELEMENT:
Provide the  capability to report  statistical or event  information  per vendor
provided documentation.

D.NM.6.11       PROVIDE MULTIPLE MEANS OF FILTERING DATA:
Provide the  capability  of selecting  very  specific  statistics  or events and
filter by measurement type, type of network element, time of day, etc.

D.NM.6.12       PROVIDE PERFORMANCE TUNING INTERFACE:
Provide a tool for performing  iterative  changes to performance  parameters and
viewing performance characteristics resulting from the changes. A mobile tool is
desired.

D.NM.6.13       PROVIDE EVALUATION OF PERFORMANCE TUNING:
Provide the  capability  to  manipulate  and analyze the data  received from the
performance turning interface. Analysis will assist with determining performance
parameters. A mobile interface and analysis tool is desired.

D.NM.6.14       PROVIDE A CALL TRACING FEATURE FOR MONITORING ACTIVE CALLS:
Provide the  capability to trace  multiple  calls while in progress.  The system
will report power levels and frame error rate. During hand-off,  the system will
report soft hand-off stats on all possible  candidate  cells and sectors.  Owner
and Vendor must mutually agree upon availability.

D.NM.7.  ACCOUNTING MANAGEMENT:
D.NM.7.1 GENERATE AND RECORD ACCOUNTING INFORMATION:
Provide  the   capability  to  control,   collect  and  record  all   accounting
information. AMA data will be collected in real time (hot billing) and stored on
disk.


<PAGE>



D.NM.7.2 USER DEFINED INFORMATION IN THE CALL DETAIL RECORD (CDR):
Provide the capability to add specific fields in the call detail record.  Fields
will be capable of accepting any stat or event  already  produced by the network
elements. A standard CDR will be developed with "spare" fields provided for user
definition.  Depending on the scope of changes required,  this may be undertaken
as custom development pursuant to the terms of the Contract.

D.NM.7.3 CONTROL STORAGE AND ACCESS TO ACCOUNTING INFORMATION:
Provide the  capability to store AMA data to disk and then allow the transfer of
data to magnetic tape or via an electronic data network to a billing center.

D.NM.7.4
[intentionally omitted]

D.NM.7.5 HIGH CAPACITY AMA - REAL TIME BILLING:
Provide  the  capability  to  produce  a high  data  transfer  rate for  billing
information to allow the feasibility of real time billing applications.


D.NM.8.  INFORMATION REPOSITORY:
D.NM.8.1 SUBSCRIBER INFORMATION:

D.NM.8.2 BILLING INFORMATION:

D.NM.8.3 PERFORMANCE INFORMATION:

D.NM.8.4 FAULT MANAGEMENT INFORMATION:

D.NM.8.5 SYSTEM AND ELEMENT CONFIGURATION INFORMATION:

D.NM.8.6 SECURITY MANAGEMENT INFORMATION:

D.NM.9.  GENERAL REQUIREMENTS:
D.NM.9.1
[intentionally omitted]

D.NM.9.2 INTERFACE TO OA&M INFORMATION:
Provide the capability to allow user to develop desired applications.

D.NM.9.3 FAULT TOLERANT PROCESSORS:
See section 2.5


<PAGE>



D.NM.9.4 NETWORK ELEMENT MANAGEMENT TO SUPPORT ARCHITECTURE:
Provide the capability to manage network elements as the  architecture  grows to
full capacity.  If the capacity of the network element  management system cannot
control a fully grown  network  element,  provide the ability to expand and grow
(scaleable)  the  management  system.  Regardless of element  size,  the network
element  management  system will  always be  required  to manage its  respective
element.

D.NM.9.5 IS41 MESSAGE VISIBILITY FOR FRAUD PROTECTION:
Provide  a  near  real-time   data  channel  for  fraud  control.   Provide  the
functionality  to decode the messages into useful formats and provide filters to
view only desired messages.

D.NM.9.6 PREVENTATIVE MAINTENANCE ANALYSIS:
Provide off-line and on-line diagnostics to search for possible faulty equipment
before customer reports service issue.  Provide call processing  failure reports
to identify faulty network elements as quickly as possible.

D.NM.9.7 OFF-LINE MODELING OF REAL-TIME DATA:
Provide  the  capability  to use  real-time  data  from  the  live  network  for
optimization  purposes.   Stats  of  interest  include  power  levels,  hand-off
channelization information, and hand-off topology data.

D.NM.9.8 ON-LINE DOCUMENTATION OF NETWORK ELEMENTS AND SOFTWARE:
Provide all system  manuals,  both hardware and  software,  on CD ROM format for
easy access to network element information.  Every hardware and software upgrade
will include documentation supported on CD ROM for  changing/adding/deleting the
existing electronic documentation.

D.NM.9.9
[intentionally omitted]



<PAGE>


D.NM.10  GRAPHICAL USER INTERFACE:
D.NM.10.1       ALARM MONITORING UTILIZING GRAPHIC ALARM BARS:
See section 4.6.

D.NM.10.2
[intentionally omitted]

D.NM.10.3       PERFORMANCE MANAGEMENT STATISTICS GATHERING VIA MENUS:
Provide the capability,  in a pull-down menu system, to choose system statistics
and  provide  the  filtering  of that data  through  a  graphical  selection  of
measurement type, network element, time of day, etc.

D.NM.10.4       LOGICAL STATUS DISPLAY - HIERARCHICAL EQUIPMENT TREES:
Provide  the  capability  to  view  network  status  and  configuration  through
hierarchical  equipment trees. Each screen will illustrate the next level in the
hierarchy.  Any  trouble in a  particular  network  element  will flow up to the
highest level in the tree.  Simple  diagnostics will be allowed from the tree by
simply  entering a menu  command and the system will issue a command to remove a
device and attempt to force it back into service.



<PAGE>


                                                                      Exhibit G1

                                  BTS/BSC - MSC
                                    MSC - MSC
                                INTEROPERABILITY

                                  INTRODUCTION

The Owner standard, open BSC to MSC interface (the "Open A Interface",  or OAI),
is based on industry standard IS634.  Interoperability  between MSCs is based on
industry standard IS41. Lucent proprietary MSC to BSC interfaces may be deployed
in circumstances  where the open or standard  interface is not available,  or is
not needed in the  Owner's  reasonable  opinion.  In cases  where a  proprietary
interface  has been  implemented  in a PCS system,  and an OAI is provided as an
additional  option on such  system,  then it is  desirable  that the OAI  option
support the standardized  capabilities  supported by the proprietary  interface.
All  references  to "D.MSC" are  references  to Exhibit D.MSC to the Amended and
Restated  Procurement and Services  Contract  between Sprint Spectrum  Equipment
Company,  L.P.  and  Lucent,  dated as of  October  9,  1996 (as the same may be
amended,  supplemented  or  modified  from time to time,  the "SSLP  Contract").
Capitalized  terms used herein but not  otherwise  defined  herein or in the MOU
shall have the meanings set forth in the SSLP Contract.


                                MSC CAPABILITIES

The  MSC  shall   provide   the   capabilities   of   D.MSC.1   ("Features   and
Functionalities") when the interface to the radio system is via the OAI.

                                  MSC Retrofit

The Open A Interface shall be made available as an additional  option for any of
the Owner's MSCs purchased,  past or future.  Adding this option will consist of
purchasing  additional  hardware and software specific to the A-Interface itself
and, where necessary,  hardware and software to support traffic growth for added
base stations that goes beyond the existing MSC's engineered capacity.

                              Interface Conformance
 The  Open  A  Interface   shall   conform  to  the  Owner's   Inter-Operability
Specification (IOS), as contained in Exhibit G2.

                         Administration and Maintenance

For purposes of this  exhibit,  "Local MSC Open A Interface"  shall refer to MSC
hardware and software components up to the points of demarcation between the MSC
and BSC,  defined  here as the  physical  signaling  links  and  voice  circuits
connecting the BSC to the MSC.


<PAGE>


The  MSC  shall  meet  the   requirements   of  D.MSC.4   ("Administration   and
Maintenance")  for  administration  and  maintenance  of the  Local  MSC  Open A
Interface.  The  administrative  and maintenance  capabilities for the Local MSC
Open A Interface  shall be  functionally  equivalent  to those  provided  for an
existing proprietary interface between the MSC and a radio system.

The MSC shall be capable of establishing a DS-0 channel within a given DS-1 link
to a  subtending  BSC for  transporting  operations  messages  between the radio
system and an Operations and Maintenance  Center (OMC)  responsible for managing
that radio system.

                                   Reliability

The  Local  MSC  Open  A  Interface  will  meet  the  reliability   requirements
established for the radio system to MSC interface in D.MSC.6.1 ("Reliability").

                           NETWORK TRAFFIC MANAGEMENT

The MSC  shall  provide  traffic  management  controls  for the Local MSC Open A
Interface, meeting the requirements of D.MSC.9.1 ("Traffic Management").

                                    CAPACITY

The OAI shall be able to support 24 CDMA PCS calls  simultaneously per DS-1 link
to the MSC, less the number of required  signaling or operations  channels.  For
any given DS-1, the number of signaling and operations channels may be zero. The
MSC shall  support  system  capacities  for the OAI or a mixture  of the OAI and
proprietary  interfaces no less than that stated in D.MSC.6 ("Service  Standards
and Capacity").  The MSC shall be capable of supporting  individual BSCs up to a
maximum  capacity of 50,000  Busy Hour Call  Attempts  (BHCA).  The MSC shall be
capable of supporting up to 15 BSCs with combined capacity up to the MSC maximum
capacities stated in D.MSC.6 ("Service  Standards and Capacity").  The MSC shall
be capable of supporting a sufficient number of DS-1 links per BSC to allow full
utilization of the BSC BHCA capacity at initial deployment,  so long as the BHCA
capacity does not exceed the value stated in G.6.3 hereof.



<PAGE>



                            OPEN A INTERFACE SCHEDULE

The following milestones included in Table G1, as evidenced by completion of the
corresponding  deliverables,  shall be met to assure timely  availability of the
OAI. The milestones  listed below are subject to change upon mutual agreement of
the Owner and the parties involved.
<TABLE>

                                                 Table G1
<S>                         <C>                       <C>                         <C>
- --------------------------- -------------------------- -------------------------- --------------------------
        MILESTONE                  DELIVERABLE              RESPONSIBILITY                DUE DATE
- --------------------------- -------------------------- -------------------------- --------------------------
- --------------------------- -------------------------- -------------------------- --------------------------

- --------------------------- -------------------------- -------------------------- --------------------------
- --------------------------- -------------------------- -------------------------- --------------------------
System Level Requirements   Functional Message         Lucent                     2/18/98
Complete 1                  Review with Owner and BS
                            Vendor
- --------------------------- -------------------------- -------------------------- --------------------------
- --------------------------- -------------------------- -------------------------- --------------------------
Inter-Op Test Plan          Test Plan Documentation    IOTT                       3/31/98
Complete2
- --------------------------- -------------------------- -------------------------- --------------------------
- --------------------------- -------------------------- -------------------------- --------------------------
Vendor Design 90%           Post_Design Functional     IOS Working Group          6/1/98
Complete                    Message Review .
- --------------------------- -------------------------- -------------------------- --------------------------
- --------------------------- -------------------------- -------------------------- --------------------------
IOTT (KC Lab) test start    1.    MSC equipment and    1.    MSC Vendor           12/31/98
3                                software
                                 operational.
                            2.    BTS equipment and    2.    BTS Vendor           12/31/98
                                 software
                                 operational.
                            3.    Lab Environment.     3.   Owner                 12/31/98
- --------------------------- -------------------------- -------------------------- --------------------------
- --------------------------- -------------------------- -------------------------- --------------------------
IOTT (KC Lab) Test          IOTT Test Documentation    IOTT                       4/30/99
Complete4                   indicating successful
                            test completion.
- --------------------------- -------------------------- -------------------------- --------------------------
- --------------------------- -------------------------- -------------------------- --------------------------
General Availability of     IOTT Test Documentation    Lucent                     7/31/99
IOS Version 2 OAI to        indicating successful
Owner 5                     field test completion.
- --------------------------- -------------------------- -------------------------- --------------------------
</TABLE>


     G1.10.1.1   Over The Air Service Provisioning (OTA-SP) Phase 2
The capability of delivering additional  authentication  information to a mobile
over the OAI will be delivered by the Vendor at a schedule mutually agreeable to
the Owner and Vendor.
    G1.10.1.2   Inter-Vendor / Inter-BSC Soft Handoff
The  capability of performing  soft handoff  between BTSs served by two separate
BSCs will be delivered by the Vendor in a manner  consistent with IS634 Revision
A. The schedule for delivery of this  capability  will be jointly  determined by
Owner and Vendor upon approval of the IS634 Revision A standard.


    G1.11 MSC-MSC INTER-VENDOR HARD HANDOFF

The Vendor will deliver to the Owner the  capability to perform CDMA PCS to CDMA
PCS Inter-vendor hard handoff between MSCs, as described in IS41 Revision C.




<PAGE>


                                   Exhibit G2

                          MSC to BSC Interface IOS V.2



     "MSC to BS Interface Inter-Operability Specification (IOS) Version 2.0"

                            Published April 25, 1997





          Complete copy of this document on file with Owner and Vendor


<PAGE>


                                   Exhibit G3

              MSC to BS Interface IOTT Test Strategy and Test Plan



             "MSC to BS Interface Inter-Operability Test Team (IOTT)
                          Test Strategy and Test Plan"

      Based on Sprint PCS Interoperability Specifications (IOS) Version 1.1

                             Published June 30, 1997





          Complete copy of this document on file with Owner and Vendor




<PAGE>


                                                                       EXHIBIT J


Lucent Technologies and Sprint PCS's Software Development Understanding


1.     Purpose of Document and Background
The purpose of this  document is to describe the tasks,  procedures,  and timing
necessary to evaluate and respond to requests for new or improved  functionality
in the  Autoplex(R)  product line from Sprint PCS.  Section 2 covers the process
for feature  development where Sprint PCS has the opportunity to input into that
process.  Section 3 covers the RDAF  process  in more  detail and how Sprint PCS
matches  up their  own  document  to the RDAF  process.  Section  4 looks at the
Platinum Ticket concept for faster development of software  features.  Section 5
addresses the Autoplex(R) Mobile Switching Center (MSC) Fast Feature Development
Process. Section 6 provides alternatives for addressing software concerns.

1.1    Custom Development
Sprint PCS may have  requirements  for features that will be  considered  custom
software development.  As stated in more detail in section 11.9 of the Contract,
Sprint PCS will identify to Lucent,  in writing,  a summary of any such proposed
development of custom software.  This summary from Sprint PCS should be directed
to  the  Customer  Team  Director  of  Sales  with a  copy  to the  Applications
Engineering Team. This summary will provide a description of any proposed custom
software  sufficient to enable  Lucent to determine the general  demand for, and
its plans, if any, to develop the same or similar products.  Lucent will respond
to such summary within thirty (30) days after receipt and indicate if it has the
ability to fulfill a subsequent  Request for Proposal  (RFP) from Sprint PCS for
development of custom software.

2.     Lucent Technologies Wireless Product Life Cycle Process - Overview
The  development of software  features,  from concept to  deployment,  follows a
product life cycle process,  also know as the Lucent Gate Process.  See Figure 1
below. This product life cycle process has `checkpoints' in which Sprint PCS has
an opportunity to provide input or feedback into the process. Section 2 provides
an  overview  of the  process as well as point out areas  within the  process in
which Sprint PCS has the opportunity to input.  These inputs,  discussed  below,
are the RDAF process, FDD review, and priority ranking.


<PAGE>



[GRAPHIC OMITTED]
2.1    Sprint PCS Input.
Sprint PCS has three main areas of input into the product life cycle process.
2.1.1  Sprint PCS's First Input.
The first  opportunity  for input into the  process is at Gate I via the Request
Definition Assessment Form (RDAF). The RDAF process is discussed in section 3.

2.1.2  Sprint PCS's Second Input.
The second  opportunity  for input into the process is after Gate II, but before
Gate III.  This is when  Sprint  PCS has the  opportunity  to review  the Lucent
Feature  Definition  Document (FDD) with Lucent's  Application  Engineering Team
supporting  Sprint  PCS.  In  rare  cases  where  an FDD is  not  created,  then
Application  Engineering  will share the feature design  information with Sprint
PCS before Gate III.

2.1.3  Sprint PCS's Priority Input.
To better  address  Sprint PCS's feature needs and to more  importantly  reflect
upon Sprint PCS's major revenue  contribution  to Lucent,  a new  prioritization
process has been  implemented.  Beginning  with CDMA Release 8.0, Cell 13.0, ECP
13.0,  and 5E13,  Lucent is using a weighted  ranking  scale that  provides  the
proper recognition of revenue contribution to the prioritization of features. In
Sprint PCS's case,  this clearly  ranks their  feature  needs ahead of all other
customers.  This ranking  provides  Sprint PCS the  necessary  "clout" that they
deserve.

     2.2  Product Life Cycle Check Points
The  sub-sections  below list the actions  that take place after a Gate has been
passed and action  that needs to happen  before the next Gate.  This  section is
intended  to show the  various  checkpoints  within the  process.  Also refer to
Figure 1 and Figure 2.

2.2.1  Gate I:   Opportunity Statement
            Customer Need (RDAF)
            Proposed Product Functionality
            Potential Market Assessment
2.2.2  Gate II:  Technical, Marketing, & Business Issues
            Preliminary Business Case
            Proposed Support Strategies
            Baselined Feature Description Document (FDD)

<PAGE>



2.2.3  Gate III: Detailed Customer Requirements
            Baselined Lucent's proprietary System Requirements Document (SRD)
            Baselined Release Plan
2.2.4  Gate IV:  Product Development
            Development Plan Implemented
            Support Plan Implemented
            First Office Application (FOA)
2.2.5  Gate V:   Full Product Deployment
            Generally Availability (GA)

2.3    Product Life Cycle Schedule Timeline
Features  that will be  developed  will be  assigned a software  release.  These
software  releases are tracked  through one of three  programs.  Those  software
program names are CDMA, ECP (MSC), and 5ESS.

Figure 2, below,  shows the product life cycle schedule timeline that points out
the  approximate  timing of how long it takes for a  feature,  that is part of a
release,  to be deployed and when certain  checkpoints  need to be met. There is
typically a 22 month development time frame.
- ------------------------------------------------------------------------------
      Feature Candidate List                    22 Months from GA
- ------------------------------------------------------------------------------
      Opportunity Statement (RDAF)              18 Months from GA
      Feature Description Document (FDD)        16 Months from GA
      System Requirements Complete (SRD)        12 Months from GA
      Development Complete                      6  Months from GA
      First Office Application Complete         2  Months from GA
- ------------------------------------------------------------------------------
       GA = General Availability
- ------------------------------------------------------------------------------
Figure 2. - Product Life Cycle Schedule Timeline





3.     Lucent's Request Definition & Assessment Form (RDAF) Process
The RDAF Process is used to review and track requests  originating from internal
Lucent   organizations  and  AUTOPLEX  customers  (Sprint  PCS).  All  requests,
regardless of the  origination,  must be made via the RDAF.  The process  begins
when a Lucent  employee  or a customer  through a Lucent  employee  (Application
Engineering),  requests a new  feature/enhancement  by way of the RDAF form. The
RDAF process  includes the logging of the request,  as well as the  gathering of
the necessary  technical and marketing  information in an organized  fashion for
Product  Management  to evaluate the  request.  The process  concludes  with the
Product  Manager  documenting  disposition of the request via electronic mail to
the Lucent originator and Customer Business  Management (CBM). The CBM will work
up the response to the customer and send that response on to the Customer  Team.
It is the  responsibility  of the Lucent  originator  and the  Customer  Team to
forward  the  Product  Manager's  and  CBM's  response  to the  customer,  where
applicable.


<PAGE>



3.1 Sprint PCS's Input into the RDAF process.
Sprint PCS has a document called Request Feature  Definition  (RFD) that,  after
written by Sprint PCS,  easily converts to a Lucent RDAF. A Sprint PCS requested
RDAF is filled out by the  Applications  Engineering Team responsible for Sprint
PCS. The  Application  Engineering  Team works with Sprint PCS to convert Sprint
PCS's RFD to a RDAF.

Once  the RDAF is  submitted,  Lucent  will  respond  within  60 days or less to
estimate the request. For PMUG related RDAFs Lucent will respond within 30 days.

     4.0  Platinum Ticket
It is critical that Sprint PCS remain the leader in the fiercely competitive PCS
marketplace.  Sprint PCS's business relationship is vitally important to Lucent,
so Lucent wants to provide not only assurance,  but action that if the situation
ever presents itself where a feature is deployed to the marketplace  (GSM, TDMA,
another PCS provider, an 850 provider) that Sprint PCS will be covered by way of
Lucent  reacting  to  support  Sprint PCS and help  Sprint  PCS not lose  market
advantage.  This  process  will  remain  in  effect  until  release  9.0 is made
generally available.

To assure  Sprint PCS of Lucent's  intentions,  Lucent will offer Sprint PCS one
"Platinum  Ticket",  per release,  that is to be used within that  calendar year
beginning  January 1998.  Lucent clearly  understands  the importance of time to
market in feature  deployment  and is committed to be responsive to Sprint PCS's
needs.  Sprint  PCS will have one  `Platinum  Ticket'  per  release  that can be
"cashed" to make certain that no feature is deployed in a Sprint PCS market that
Sprint PCS was, for whatever reason,  unaware of and cannot afford to be late in
deploying a similar feature.

4.1    New Feature Request
A new  feature  request  would be  defined as a feature  whereby  Lucent has not
received  an RDAF.  This Sprint PCS request  will  engage the  pertinent  Lucent
executive   groups  including   Application   Engineering,   Customer   Business
Management, and Product Management, Systems Engineering and Development.  Lucent
will immediately pull together the required  resources (a conference call within
48 hours and a meeting within five (5) working days) to counter-attack a feature
that would be in  competition  with a Sprint PCS market.  This feature must be a
subscriber  calling  feature.  This process would  specifically  exclude network
performance features,  platform affecting features,  and  IS634/Interoperability
features. Specifics, such as feature functionality,  feature estimation, systems
engineering  requirements,  development,  testing,  etc.  would be addressed and
reasonably negotiated by an emergency task force of Lucent management.

A Platinum  Ticket that is cashed to create a Platinum  Feature can only be used
for a feature that lies in the CDMA,  ECP (MSC),  5ESS, or WIN programs.  Once a
Platinum Ticket is cashed, it cannot be reused. It will be mutually communicated
and  understood by all parties what impacts  utilizing  the Platinum  Ticket may
have on other Sprint PCS feature requests, including already committed features.

<PAGE>



4.2      Existing Feature Request
There might also be a situation where Lucent has received a RDAF from Sprint PCS
that has been recently identified as a competitive  feature.  However,  based on
customer priorities,  requirement definitions, terminal issues, etc., Lucent has
targeted this particular  feature for a future  release.  In the event that this
unknown  competitive  feature is targeted for a release before Lucent's  planned
release,  Sprint could utilize their "Platinum Ticket" to request the pull-up of
such a competitive  feature to an earlier  Lucent  release.  Lucent will put its
best effort  forward to pull the  requested  feature up to an agreeable  date of
delivery  in an earlier  release or in a  software  update to a release.  Timing
restrictions  for this request will have to be discussed on a per feature  basis
given the unknown uniqueness of the feature at hand. Specifics,  such as feature
functionality,    feature   estimation,    systems   engineering   requirements,
development,  testing,  etc. would be addressed and reasonably  negotiated by an
emergency task force of Lucent management.

5.0 Autoplex(R) Mobile Switching Center (MSC) Fast Feature Development  Process.
In order to be more  responsive,  Lucent has developed the Fast Feature  Process
(FFP).  This process  addresses  small,  urgent features that require  immediate
attention.  Specifically,  this  reduces the concept to  delivery  interval  for
smaller  features that have limited system  impact.  This process allows the MSC
team to improve response time to feature  requests  received through the Request
Definition and Assessment  Form (RDAF) process,  and items received  through the
PCS Maintenance  User's Group (PMUG). It also provides the opportunity to reduce
rework by including customers in the feature definition and review process.

5.1    Requirements / Restrictions / Conditions
Targeted as urgent  features that are relatively  small,  Lucent intends to turn
around a feature  request from RDAF to deployment in less than 6 months.  Lucent
will guarantee  Sprint PCS two (2) MSC Fast Features per calendar year providing
the conditions below are met.

The  following  must  be met  for a  feature  to  even  be  considered  for  the
Autoplex(R) Mobile Switching Center (MSC) Fast Feature Development Process:
      No  hardware  development  No 3rd  Party  Vendors  No WIN  involvement  No
      terminal impact Requirements must be stable
      No change to standards or government regulations.

6.0      Additional Alternative Suggestions
In addition to  previously  mentioned  methods of  addressing  Sprint's  time to
market  needs,  there exist other  avenues  which Sprint PCS should  always take
advantage of.


<PAGE>



6.1      PCS Maintenance User Group (PMUG)
Lucent  is  extremely  committed  to our  PCS  customers,  which  is why the PCS
Maintenance Group was founded almost a year ago. The purpose of this forum is to
create and maintain an active  partnership  between PCS CDMA Users and Lucent to
provide  prioritized  deliverables  and  direction  for system  maintenance  and
development.

A critical component to the PMUG forum is the Action Item Review meetings.  This
is where status is provided as to the action items customers, especially Sprint,
bring to Lucent's attention.

Sprint PCS also has the  opportunity  to gather  great  market  and  competitive
information  by  attending  these  forums.  PMUG is just one  place  where  many
customers  and/or  groups of  customers  express (or  demand)  new or  expedited
development.  The combined  influence  of many  customers  purchasing  power has
significant impact on Lucent's  development  programs.  Sprint PCS certainly has
the  leverage  to  influence  such a  conference  in the  feature  direction  it
requires.

From a competitive market data perspective, the entire PCS CDMA operator base is
present at this forum  expressing their future feature needs -- this can provide
Sprint PCS with a very  early  view of what  direction  other PCS  carriers  are
moving in.

As a reminder,  the next PMUG Action Item Review  meeting which is scheduled for
Tuesday, April 14th at the following location:
                  Lisle/Naperville Hilton
                  3003 Corporate West Drive
                  Lisle, IL  60532
                  (630) 505-0990
                  800-552-2599

If you have any  questions,  please  contact  Anita Besch on (630)  224-7453 for
further information on registration and hotel information.

6.2      Lucent's  3rd Party Programs
Lucent  strives to partner  with those  corporations  that can also  enhance and
speed to market  features  that  compliment  your  existing  markets  as well as
provides the competitive differentiation necessary to be successful.

6.3      Interoperability Lab
This facility is specifically  designed to address Sprint's needs with our staff
ready to respond to Sprint PCS's requests.





- --------
1  Distribution  of   functionality   across  system   elements,   and  specific
requirements written for each element.

2 Detailed  test cases to  validate  functionality  of the IOS  irrespective  of
vendors or schedule.

3 Owner's lab environment made available to Vendor  consistent with the approved
test plan.  MSC and BTS vendors  have  hardware  and  software in place to start
testing.

4 Applicable IOTT test cases have been executed.

5 The OAI  capability,  or a subset  (specific to vendors  verified) is declared
available for general deployment in a CDMA PCS network.

<PAGE>
                                                                       Exhibit K
                                                               BTS ORDER PROCESS

LUCENT/SPRINT PCS BTS ORDER PROCESS:
Sprint PCS provides BTS  questionnaire  to Lucent  Account  Executive  and Field
Engineer.
The  Lucent  Account  Executive  provides  a Firm Price  Quote  identifying  the
products  to the Sprint PCS team  representative.  The BTS is now  approved  for
product  procurement.  Lucent  Standard Indoor and Outdoor BTS Kits and services
are  included  in the  Approved  Products  List (APL).  The Sprint PCS  Regional
representative will prepare the Purchase Requisition,  obtain Budget Manager and
Director's  signatures and notify the Lucent Account Executive of approval.  The
Lucent  Account  Executive  will  send a copy of the Firm  Price  Quote to Order
Management (Dave Widergren). The Sprint PCS Regional representative will forward
the PR with Firm Price Quote attached to Sprint PCS Kansas City Purchasing :

         John Sorrentino
         Phone: 816-559-6029                          Fax:     816-559-1555
            7900 College Blvd. 2NDFl            Overland Park, Kansas  66210

Sprint PCS Purchasing, John Sorrentino, will confirm part #'s and prices per the
Approved  Products  List  (APL).  Part  numbers/prices  which  are not valid are
confirmed with the Sprint PCS Region and included as a variance or added to APL.
Joe Sotak,  Lucent  (913-338-8904) and John Sorrentino,  Sprint PCS, will manage
the APL. Joe Sotak will send updates to Lucent Order Management (Dave Widergren)
and East AE (Ed Wacienga) and West AE (Dave  Hemphill) for  distribution  to the
appropriate Field Engineers.  See Attachment A for APL Process.  John Sorrentino
will prepare individual Purchase Orders for equipment and services. All Purchase
Orders will include the Firm Price Quote Proposal number. The Purchase Order for
equipment is forwarded to Sprint North Supply;  the Purchase  Order for services
is  forwarded  to  Lucent  Order  Management.  Philadelphia  is the only  market
exception.  Philadelphia  orders will contain both  Equipment  and services on 1
order which is sent from Sprint PCS to Order Management. (Sprint has agreed to a
24 hour turnaround from receipt of approved Purchase  Requisition to transmittal
of P.O. to Sprint  North  Supply and Lucent  Order  Management.)  NO ORDERS FROM
SPRINT PCS FIELD/REGIONAL PERSONNEL WILL BE ACCEPTED BY LUCENT ORDER MANAGEMENT.

Equipment Orders to:                                 Services Orders to:
April Holtwick, Sprint North Supply         Dave Widergren, Lucent Order Mgmt
Phone: 800-755-3032                                     Phone:  770-613-8060
 Fax:     800-776-3953                          Fax:       770-613-8068

Sprint  North  Supply  forwards  the  Equipment  Purchase  Order to Lucent Order
Management: (Sprint North Supply has agreed to a 48 hour turnaround from receipt
of P.O. to  transmission to Lucent Order  Management.)  Sprint North Supply will
forward the equipment purchase order to:
         Dave Widergren, Lucent Order Management Phone: 771-613-8060 Fax: 8068

<PAGE>



Lucent  Order  Management  confirms  receipt of  Equipment  Orders and ship date
within 48 hours via notification to April Holtwick,  Sprint North Supply. Lucent
Order  Management  confirms  receipt  of  Services  Orders  within  48 hours via
notification to John  Sorrentino,  Sprint PCS Purchasing.  Program Manager sends
the Market  Template  (contains  Cascade  Site ID & FPN numbers) to Lucent Order
Management.  Order  Management  sends the Account  Executive,  Program  Manager,
Sprint North Supply and Nancy  Elpers a copy of the Order  Tracking  Spreadsheet
which contains all equipment and services order information as required.




MATERIAL SHIPPING
Lucent GPC  (Columbus  - James Mc Griff,  Columbus  Global  Provisioning  Center
(GPC),  Warehouse/Shipping  ) to provide 24 hour  advance  notice of material at
dock by notifying:
  Sprint North Supply;   Rod Bennett
  800-243-4666 or 913-791-6571 Voice
  913-791-7668 Fax
  Office Hours 7am to 4:30 pm Central Time, Monday thru Friday.

Rod will schedule  Transportation Carrier (North Star Trucking).  If material is
not  picked up by 6:00 PM on  scheduled  day by SNS  Carrier,  Lucent  will make
arrangements  with  back-up  carriers  for  delivery.  The back-up  carrier will
invoice Sprint North Supply directly for transportation charges.

Back up carrier identified are:
Yellow  Freight,  Consolidated  Freightways  (LTL less than truck load)  CalArk,
Burlington  Motors,  USA Truce (TL  truckload)  Eagle USA, LEP Profit (middle of
night pickup/and or hot shot run)

Sprint PCS is responsible for all transportation costs.

No orders  are to be shipped  with  shortages......whole  order  ship  ONLY.  If
shortage is identified AFTER  NOTIFICATION TO ROD BENNET,  Columbus is to notify
Rod Bennett  immediately.  Jeff  Hatfield,  Columbus  Customer  Service  will be
responsible to notify James McGriff of any shortages.

The same process for shipping  will apply to Power  Cabinets  shipped from Omaha
and Batteries  shipped from Dallas.  (for those products which are not part of a
configured order)
<PAGE>




INVOICING:

EQUIPMENT:
Lucent Asset  Management  Organization  will  generate  invoice per the Contract
terms; FOB Origin - payable 30 days from invoice date. The invoice for equipment
orders will be sent to Sprint  North  Supply per  instructions  on the  Purchase
Order. Invoice at ship, payable 30 days from invoice date.

Sprint North Supply and Sprint PCS require one invoice for each Purchase  Order.
Combining  invoices is not  acceptable.  Invoice amount will not exceed Purchase
Order amount.

No additional documentation need accompany the invoice.

Invoice Disputes:   John Sorrentino, is the Dispute Contact for Sprint PCS.
                               816-559-6029 Voice
                               816-559-1555 Fax


SERVICES:
Including Commissioning, Boltdown, Transportation:
The Program Manager will send the "Acceptance Form" to Asset Management
East/Central to:  (New York, Albany, Syracuse, Buffalo, Rochester, Manhattan,
    BBQ)  Bob Seelig     Fax:  770-613-8113
(Philadelphia, Boston, Milwaukee, Pittsburgh, Toledo, New Hampshire/Maine,
    Hartford, Detroit)  Fax:  770-613-8813
West to:  (Phoenix, Salt Lake City, Denver, Tucson)
     Julie Collins   Fax:  770-613-8113
 (San Francisco, Seattle, Fresno, Spokane, Portland, Sacramento)
     Krista Hawkins Fax 770-613-8813

Receipt of the Acceptance form will trigger the Services Invoice.
The invoice for service  orders will be sent to Sprint PCS Accounts  Payable per
instructions  on the  Purchase  Order.  A copy of the  Acceptance  form is to be
attached to the invoice.

CTSO/Optimization  efforts - a FQP is to be provided to Sprint PCS Regional Team
and PR prepared and submitted to Kansas City Purchasing.  A PO will be issued by
John  Sorrentino and submitted to Lucent Order  Management.  When the project is
complete (or established billing intervals) and customer acceptance signature is
obtained,  CTSO will establish final billing to customer.  Asset Management will
issue invoice and send per instructions on the Purchase Order.

<PAGE>



Sprint PCS requires one invoice for each purchase order.  Combining  invoices is
not acceptable. Invoice amount will not exceed Purchase Order amount.

*Exception:  Philadelphia  - Equipment  and Services will be ordered on the same
purchase  order issued by Sprint PCS  Purchasing.  The invoicing as agreed to by
SPCS and Asset Management will be progressive billing.


SPCS Services Invoice Dispute Contacts:
       Eastern Region:     Gina Alfonso        201-512-4717 Voice
       Western Region:    Sonny Sharma       510-468-7823 Voice

It is the  responsibility  of the Account  Executive  to monitor  all  invoicing
activities and manage dispute resolution.

GUIDELINES:

The BTS Order Process is effective January 1, 1998.

New Prices and terms are effective January 1, 1998

All documents must match (Quote - Purchase Order - Packing Slip - Invoice)
  (The quote will contain BTS Equipment,  Installation  Equipment,  and Services
with subtotal provided. As Sprint PCS internal Tax requirements do not allow for
equipment and services to be on same PO, Sprint PCS  Purchasing  will split into
separate  POs.  Thus  the  guideline  that  all  documents  must be  matched  is
compromised, i.e. Quote to Invoice.)

Cascade  Site ID,  Sprint PCS Order  Number and Sprint North Supply Order Number
will be included on Equipment Purchase Orders sent to Lucent Order Management.

Cascade  Site ID and  Sprint  PCS Order  Number  will be  included  on  Services
Purchase Orders sent to Lucent Order Management.

Terms: FOB Origin - i.e. Sprint is responsible for all transportation costs.

Risk of Loss and title transfers at the Lucent dock. Lucent  responsibility ends
at dock.
Sprint is responsible for transportation, construction and bolt down. Sprint may
elect to have Lucent perform these responsibilities for additional  compensation
as noted in the contract. Lucent is responsible for commissioning.



<PAGE>


A Purchase Order is required for ALL orders.  This includes material priced less
than $2500 (example;  miscellaneous cables,  adaptors,  etc.). Change Orders and
Supplemental Authorization for Work (SAWOs) are not acceptable. A PO is required
for all  products  and  services.  Construction  management  is optional per the
Contract Terms. (for sites other than the SPCS Grandfathered cell sites deployed
in 1997 - 2939 identified in contract Exhibit X)

Orders are based on a 3 ECU Sprint  Engineering  Standard.  Deviation from the 3
ECU  i.e..  1 or 2 will be billed  at the  $131,000  price.  Orders  beyond  the
standard 3 ECU model  (i.e.  4, 5, 6, etc.) will be  invoiced  at an  additional
$7,000 each.

BTS will ship from Columbus, Ohio *Power Cabinets will ship from Omaha, Neb.
*Batteries will ship from Mesquite, Texas or direct from supplier (*If part of a
      configured order, i.e., will ship from Columbus with BTS order)

One quote will be  generated by Lucent  Field  Engineer  for each base  station,
installation  hardware and services. It will be the responsibility of Sprint PCS
to break out the appropriate items such as installation hardware and services if
needed onto  separate  Purchase  Requisition  and  Purchase  Orders.  Sprint E&O
indicated  they  want  BTS  installation   hardware  shipped  earlier  than  BTS
equipment, thus need for Sprint Purchasing to issue separate PO identifying Date
Required (ie ship date).

BTS interval is 4 weeks from order entry into Lucent Order Management System.

REQUIREMENTS FOR VENDOR SHIPMENT:

BTSWhole Order ship.   (with exception of Power cabinets and batteries)

Packing lists to be attached to outside of each master  carton which detail,  by
line item all assets contained in each box.

Each box/pallet shall contain the appropriate Cascade Site ID number, Sprint and
North Supply Purchase Order number.

PRICING:
Pricing is identified in the Contract, Schedule 2 and 3.

Growth frames - $78,700 (if identified in Phase II contract Exhibit X as part of
1997  deployed  BTS) Sprint PCS agrees to provide  Lucent with the intended Base
Station site.


<PAGE>



Identification  for all 2nd and 3rd carrier growth cabinets which will be placed
at any of the Phase I sites  listed in  Exhibit X.  Sprint PCS agrees  that this
site  information  will be required in order to purchase at the Phase I price of
$78,700 for 8W or $94,700 for 16W per growth  cabinet  (Schedule  2). Sprint PCS
agrees to provide Lucent twice each year an inventory of Lucents's  manufactured
equipment at each of the Sprint PCS sites.  This list will be used to insure all
growth  cabinets  placed at locations not listed in Exhibit X were  purchased at
the $100,000 price.  Any  discrepancies  will be mutually worked by both parties
and invoices will be corrected as appropriate.

<PAGE>



                                    ATTACHMENT A


APL - APPROVED PRODUCTS LIST CHANGE PROCESS

Owners:
Lucent:  Joe Sotak                               Sprint PCS:     John Sorrentino
     7500 College Blvd., Suite 1212                   7900 College Blvd, 2nd F
     Overland Park, Kansas  66210                      Overland Park, Ks  66210
        913-338-8904 voice                                816-559-6209 voice
         913-338-8888 fax                                 816-559-1555 fax

Step 1, Lucent Technologies issues the "Approved Products List Change Form" with
associated  reason for change.  This form is to be signed off by the appropriate
Lucent Technologies representative (J. Sotak or a delegate).

Step 2, Sprint PCS inputs the  updates/changes  into the Approved  Products List
(APL) and the appropriate  Sprint PCS representative (J. Sorrentino or delegate)
signs off and dates and  returns  "Approved  Products  List  Change  Form" and a
printout of the updated APL.  Sprint PCS faxes back the form and APL to J. Sotak
Fax 913-338-8888.

Step 3, The Change Form will have an issue number and date. The Change form will
be attached to the updated APL printout to serve as a permanent  record.  Copies
will be  retained  by Sprint PCS (J.  Sorrentino)  and Lucent  Technologies  (J.
Sotak).

Step 4, Joe Sotak sends updates to Dave Widergren,  Lucent Order  Management and
the Eastern  Region AE, Ed Wacienga and the Western  Region AE, Dave Hemphill as
required. It is the AE's responsibility to inform the Field Engineers.



The APL does not  contain  all BTS spares  due to the high level of  maintenance
required.  The APL is intended  to control a majority  of the high dollar  value
purchases of BTS equipment made by Sprint PCS.

See Att APL Change Form

<PAGE>


                           ATTACHMENT B

SPRINT PCS CONTACTS:

PURCHASING & BTSEQUIPMENT                    SERVICE INVOICE DISPUTES:
 INVOICE DISPUTES:
John Sorrentino                             Eastern Region:  Gina Alfonso
816-559-6029 voice                          201-512-4717 voice
816-559-1555 fax                            201-512-4713 fax
7900 College Blvd. 2nd Ft.                  One International Blvd, Suite 800
Overland Park, Kansas 66210                 Mahwah, NJ   07495

                                            Western Region:  Sonny Sharma
                                            510-468-7823 voice
                                            510-468-7923 fax
                                            4683 Chabot Drive, Suite 100
                                            Pleasanton, California  94588


SPRINT NORTH SUPPLY:

ORDER MANAGEMENT:
April Holtwick                              John Burgess
1-80-755-3032 voice                         1-800-755-3032 voice
913-791-7124 fax                            913-791-7124 fax
600 New Century Parkway                     600 New Century Parkway
New Century, Kansas 66031                   New Century, Kansas  66031


TRANSPORTATION:                             Main Warehouse:
Rod Bennett                                 500 Sumner Way
1-800-243-4666 voice                        New Century, Kansas  66031
913-791-6571 voice
913-791-7668 fax
600 New Century Parkway
New Century, Kansas  66031




<PAGE>


                                  ATTACHMENT B

LUCENT CONTACTS:
ORDER MANAGEMENT:
Dave Widergren
770-613-8060 voice
770-613-8068 fax
22 Technology Pkwy, Suite 200
Norcross, Georgia  30092

INVOICING:
Ed Rivers                                   Bob Seelig - East Region
770-613-8002 voice                          770-613-8091 voice
770-613-8113 fax                            770-613-8813 fax
22 Technology Pkwy, Suite 200
Norcross, Georgia  30092
                                            Butch Hefner  - East Region
                                            770-613-8092 voice
                                            770-613-8813   fax
                                            Julie   Collins - West Region
                                            770-613-8093 voice
                                            770-613-8813   fax
                                            Krista  Hawkins  - West Region
                                            770-613-8094 voice
                                            770-613-8113 fax

PROCESS:                                    APPROVED PRODUCT LIST
Nancy Elpers                                Joe Sotak
913-338-8838 voice   338-8857 fax           913-338-8904 voice 338-8888 fax
7500 College Blvd, Suite 1212               7500 College Blvd, Suite 1212
Overland Park, Kansas 66210                 Overland Park, Kansas 66210

EASTERN REGION AE:                          WESTERN REGION AE:
Ed Wacienga                                 Dave Hemphill
716-223-6334 voice                          510-468-7835 voice
716-223-4830 fax                            510-468-7830

COLUMBUS GPC
James McGriff, Warehouse/Shipping
614-860-3822
Jeff Hatfield, Customer Service
614-860-7962
<PAGE>

                                                                       Exhibit K
                                             LUCENT/SPRINT PCS BTS ORDER PROCESS

Exhibit K is a flowchart  diagram showing the processes by which Sprint Spectrum
Equipment  Company,  L.P. orders  equipment from Lucent  Technologies,  Inc. and
Lucent  Technologies,  Inc.,  in turn,  generates  an  invoice to send to Sprint
Spectrum  Equipment  Company,  L.P. The exhibit  lists the names,  addresses and
telephone  numbers of contact  persons at both Sprint  Spectrum  L.P. and Lucent
Technologies Inc.