RESELLER AGREEMENT

         THIS RESELLER  AGREEMENT (the  "Agreement") is made as of this 30th day
of October,  1996, by and between MAGNACOM WIRELESS,  L.L.C., a Delaware limited
liability  company  with its  principal  offices  at 1701  Broadway,  Suite 348,
Vancouver,  Washington 98663 (hereinafter referred to as the "Company"), and GST
Telecom Inc., a Delaware  corporation  with its  principal  offices at 4317 N.E.
Thurston  Way,  Vancouver,  Washington  98662  (hereinafter  referred  to as the
"Reseller").

                                    RECITALS:

         WHEREAS,  the Company (either  directly or through its  subsidiaries or
affiliates) is licensed by the Federal Communications  Commission (the "FCC") to
own,  develop  and operate  various  systems to provide  personal  communication
services ("PCS") within the "Territories" (as hereinafter defined); and

         WHEREAS, the Reseller desires to market and sell access to and usage of
the Company's PCS system within the Territories;

         NOW, THEREFORE, in consideration of the premises, the mutual agreements
and understandings herein contained,  and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:



<PAGE>
                                    ARTICLE I

                                   DEFINITIONS

         The following terms when used herein shall have the following meanings:

         1.1 DEFAULT. The term "Default" is defined to be either party's:

             (i)    Insolvency or the  initiation of bankruptcy or  receivership
                    proceedings,   by  or  against  a  party,  execution  of  an
                    assignment  for  the  benefit  of  creditors  or  any  other
                    transfer  or  assignment  of a similar  nature or  otherwise
                    seeking    relief   under   any    applicable    bankruptcy,
                    reorganization, moratorium or similar debtor relief laws (it
                    being  understood  that  the  execution  of any  third-party
                    financing   agreement[s]  shall  not  constitute  a  Default
                    hereunder); or

             (ii)   Failure to make any payment  when due, or a material  breach
                    of any of the other terms or conditions hereof.

         1.2 END USER.  The term "End User" shall mean the customers  purchasing
"Services" (as hereinafter defined) from the Reseller.

         1.3 FACILITIES. The term "Facilities" shall mean the telecommunications
switching equipment,  cell site transceiver  equipment and other equipment to be
constructed  by the Company in order to make  available the Services  within the
Territories. At

                                       -2-


<PAGE>

the sole option of the Company,  such  Facilities  may be expanded,  modified or
replaced during the term hereof. The Company shall use its good faith efforts to
cause  any  such  modifications  or  replacements  to  be  accomplished  without
unreasonable  interference  to the Services.  The Company shall own, and finance
construction of, the Facilities.

         1.4 NUMBER.  The term  "Number"  shall mean a ten (10) digit  telephone
number assigned to provide access to the Services.

         1.5 RECURRING CHARGES.  The term "Recurring  Charges" means all charges
and fees from the Services,  except those charges that are directly attributable
to usage of, as opposed to access to, the Services.

         1.6 SERVICES.  The term "Services" shall mean the services set forth on
SCHEDULE 2 attached hereto and  incorporated  herein by reference to be provided
within  the  Territories.  Upon the  mutual  agreement  of the  Company  and the
Reseller, such SCHEDULE 2 may be amended from time to time.

         1.7  TERRITORIES.  The term  "Territories"  shall mean the geographical
areas  to be  served  by  the  "Facilities"  as  designated  on  SCHEDULE  1 and
incorporated  herein by  reference,  as amended  from time to time.  At the sole
option of the  Company,  the  Territories  may be expanded  from time to time to
cover a greater area through the addition to or  modification of the Facilities,
but the Company shall be under no obligation to so expand the Territories.


                                       -3-


<PAGE>
                                   ARTICLE II

                           NON-EXCLUSIVE RELATIONSHIP

         2.1 On a non-exclusive basis,  (including within the Territories),  and
upon the terms and  conditions  herein  set forth,  the  Reseller  may  purchase
Service from the Company for use or resale.

         2.2  On an  exclusive  basis  within  the  Territories  and  any  other
geographical  region in which the Company may offer PCS service,  and upon terms
and  conditions  to be agreed upon which are at least as  favorable  as to those
offered to others,  the Company shall utilize  Reseller's  facilities to provide
enhanced  telecommunications  services  to all of its  resellers  and  their end
users, including for example local switching,  access to long distance,  private
lines and voice mail;  provided,  however,  that Reseller is capable of offering
such enhanced  telecommunications  services and, provided further,  that the end
user customer does not object to these services being provided by the Reseller.

                                   ARTICLE III

                                TERM OF AGREEMENT

         Subject to the  provisions  of  Article  XIV  hereof,  the term of this
Agreement  shall  commence on the date hereof and,  unless sooner  terminated in
accordance  with Article XIV hereof,  continue for a period of twelve years (the
"Initial  Term");  and,  unless  either  party hereto shall have given the other
party written notice of its intention to terminate the Agreement upon expiration
of the Initial Term at least 180 days prior to such  expiration,  the term shall
be


                                       -4-


<PAGE>

automatically  extended for an  additional  one year period (a "Renewal  Term").
Thereafter,  absent a delivery of 90 days prior written notice of either party's
intention to terminate the Agreement upon expiration of the then current Renewal
Term,  the  term  of  the  Agreement  shall  automatically  be  extended  for an
additional and successive Renewal Term.

                                   ARTICLE IV

                         ACCESS TO NUMBERS; CONNECTIONS

         4.1 Numbers shall be provided to the Reseller only in blocks consisting
of fifty (50) Numbers each for the first fifty (50) Numbers.  Thereafter, at the
Reseller's option,  numbers may be provided to the Reseller in blocks consisting
of ten (10) Numbers each.  The Reseller may, from time to time, and according to
procedures  established by the Company, order blocks of ten Numbers by providing
written  notice of the number of blocks of Numbers the Reseller  desires and the
effective  date  desired for such  assignment.  Subject to the  availability  of
Numbers and the capacity of the Facilities,  the Company shall honor orders from
the Reseller and all other  resellers  (including  affiliates of the Company) in
the  order in which  orders  for  additional  Numbers  are  received;  provided,
however, in no event shall the Company be obligated to assign one or more blocks
of Numbers to any reseller  until at least fifty percent (50%) of the Numbers in
the block (or blocks, if more than one block were assigned  simultaneously) most
recently assigned have been purchased by and assigned to End Users.


                                       -5-


<PAGE>

         4.2  Subject  to the  restrictions  of Section  4.1,  a given  block of
Numbers  requested by the Reseller will be made available to the Reseller by the
Company  within two working  days of the receipt by the Company of an order from
the Reseller requesting said block of Numbers.

         4.3 Each Number included within each block of Numbers represents a unit
of access to the  System.  The  Numbers  shall be  assigned  by the  Company and
neither the Reseller nor any End User shall acquire any proprietary  interest in
any specific Number assigned for its use.  Neither the Reseller nor any End User
has any property right in the Numbers assigned and none is or can be acquired by
usage or otherwise.  The parties  understand and agree that the Company reserves
the right to assign, designate, or change such Numbers when reasonably necessary
to the conduct of its  business.  The Company  shall make a good faith effort to
provide thirty (30) days' notice of the  assignment,  designation,  or change of
any such  Number,  provided,  however,  such notice  period shall not apply to a
disconnection of Services in accordance with Section 5.5.

         4.4 The Reseller  acknowledges  that upon the  disconnection of any End
User for any reason,  the  disconnected  End User's  Access  Number shall not be
reassigned  to a new End User for a  minimum  period of ninety  (90)  days.  The
Company will allow the reassignment of a previously disconnected Reseller Access
Number at the conclusion of said minimum period, unless good cause exists and


                                       -6-


<PAGE>
the parties mutually agree, based on normal industry practices, to delay further
such reassignment.

                                    ARTICLE V

                            PRICES; TERMS OF PAYMENT

         5.1 In consideration  for the Services  provided  herein,  the Reseller
shall pay to the Company  the lump sum  payments in the amounts and at the times
set  forth  on  SCHEDULE  2A  hereto,  as pre-  payment  for the  Services  (the
"Prepayment  Reserve").  No additional  lump sum  pre-payments  shall be made by
Reseller.  As actual  charges for the Services are incurred such actual  charges
will be credited against the Prepayment Reserve.

         5.2 For the  purpose of  charging  for the  Services,  a billing  cycle
begins at the  beginning of the eleventh  (11th)  calendar day of each  calendar
month,  and ends at the end of the tenth (10th)  calendar day of the  subsequent
calendar month.  For each block of Numbers,  Recurring  Charges for Services (as
established  under  Section 1.5) for periods  that are less than entire  billing
cycles  shall be the  Recurring  Charges  for such block of  Numbers  during the
billing  cycle,  prorated  according  to the  number  of days the  Services  are
available with respect to such block of Numbers during the billing cycle. In the
event of any  termination  of this  Agreement,  the Reseller will continue to be
responsible for all charges  associated  with Numbers  provided to the Reseller,
even if such charges are incurred or billed after termination of this Agreement.


                                       -7-


<PAGE>

         5.3 Except where the  Reseller  has  provided  evidence to the Company,
satisfactory  to the  Company  in its sole  discretion,  that the  Reseller  has
collected and paid, or will collect and pay, any and all duties,  levies,  taxes
or withholdings due with respect to the Services, including, without limitation,
sales tax, use tax, property tax and ad valorem tax, excepting only taxes on the
income of the Company, the Company may collect from the Reseller, in addition to
any charges, an amount equal to any such duty, levy, tax or withholding.

         5.4 Charges under Section 5.1 shall commence with respect to each block
of Numbers  assigned to the Reseller at the time the Company  gives the Reseller
notice  that the  Numbers in such block are  available  for use or resale.  Such
charges  shall  continue  until the date such  block is  canceled  or  otherwise
disconnected in accordance with the provisions of this Agreement.

         5.5 The  billing  cycle for  charges for  Services  hereunder  shall be
monthly.  The  Company  may, in its sole  discretion  and upon ninety (90) days'
prior written notice,  adopt a semi-monthly billing cycle. The Reseller shall be
invoiced on a periodic basis and agrees to pay for all charges  pursuant  hereto
and for  Services  hereunder,  including,  but not limited to,  charges for toll
calls, directory listing,  custom calling charges,  network service, PCS network
usage, directory assistance, roamer service charges and 900 service. Payment for
such invoices shall be (i) credited against the Prepayment Reserve,  until it is
exhausted,  and then (ii)  shall be due and  payable  in United  States  Dollars
within twenty (20) days


                                       -8-


<PAGE>

after the date of the  Reseller's  receipt of each such invoice.  If any charges
reflected  on an invoice  are  disputed  by the  Reseller,  the  Reseller  shall
promptly  notify the Company in writing of the subject amounts and the basis for
the dispute.  Any amount (other than disputed amounts) which is not paid in full
by the due date thereof  shall be subject to a late payment  charge equal to the
maximum rate  permitted by  applicable  law from the due date thereof  until the
date of payment.  Any amounts  required to be paid hereunder will be deemed paid
when  received,  subject to  collection  of proceeds if payment is other than in
cash, at the location  designated by the Company from time to time. In addition,
and without  limiting any other  remedies which may be available to the Company,
if payment is not made in full (other than disputed  amounts) by the Reseller by
the due date thereof and the Reseller has not cured such default within ten (10)
days after receiving written notice thereof from the Company,  the Company shall
have the right, but not the obligation,  to (i) disconnect from the Services all
blocks of  Numbers  to which  such  delinquent  payment  relates  and a standard
service  charge  will be made by the  Company  if such  blocks  of  Numbers  are
reconnected  and (ii)  immediately  draw down on any deposit or letter of credit
provided by the  Reseller in  accordance  with Section 5.6 to the extent of such
payment due. Nothing  contained in this Section 5.5 shall be construed as in any
way limiting the rights of the Company  under  Article XIV of this  Agreement to
declare the Reseller in default upon the occurrence of


                                       -9-


<PAGE>

a Default, including but not limited to the failure to make a payment when due.

         5.6 In addition to the charges  set forth  above,  once the  Prepayment
Reserve has been  exhausted the Reseller shall be required to pay to the Company
a security  deposit  in the  amount of Two  Hundred  Dollars  ($200.00)  against
billing for each Number, which deposit may be in the form of a letter of credit.

         5.7 A magnetic tape, at specifications  determined by the Company, will
be provided monthly to the Reseller. The tape identifies detailed usage for each
access  number.  The Reseller  shall notify the Company of the location to which
the magnetic tape is to be delivered.  The Reseller  shall pay the Company a One
Hundred  Dollar ($ 100.00)  fee for any such tape not  returned  to the  Company
within  thirty (30) days of receipt by the  Reseller.  If the  Company  adopts a
semi-monthly  billing cycle as provided in Section 5.5 hereof,  then the Company
shall, if requested by the Reseller, provide the magnetic tape semi-monthly.

         5.8 (a) To the extent that the agreed upon  charges  for  services  set
forth on SCHEDULE 2 hereto (as  amended  from time to time by  agreement  of the
Reseller  and the  Company)  for  Services  and  arrangements  furnished  to the
Reseller  pursuant to this Agreement are not subject to any federal,  state,  or
local  regulation  or tariff,  such charges may be (i)  increased by the Company
upon written  notice to the Reseller at least ninety (90) days in advance of the
effective  date of such increase and (ii)  decreased by the Company  immediately
upon written notice to the Reseller.


                                      -10-


<PAGE>

Notwithstanding  the foregoing,  during the Initial Term, the charge to Reseller
shall be not more  than  $.05 per  minute of PCS  telephone  service;  provided,
however,  that at no time can the Company  assess  charges to Reseller which are
less  favorable,  both for individual  services and in the  aggregate,  than the
charges  assessed or established  for any other  reseller or significant  direct
customer  of the  Company;  and  provided,  further,  that at no time  shall the
foregoing  proviso be interpreted to cause the Company to set charges for any of
the Services at a level which is below its cost.

                  (b) Nothing in this  Agreement  shall be deemed (i) to require
or preclude the use of tariff  equivalent or tariff related charges,  or (ii) to
provide or imply that such charges are or are not  appropriate  in the provision
of Services provided hereunder (except for the last sentence of Section 5.8(a)).

         5.9 In the event an End User's PCS phone is lost,  stolen, or otherwise
absent  from  the  End  User's   possession  or  control,   the  Reseller  shall
nevertheless  be  liable  for all  charges  attributable  to the  access  Number
assigned to such PCS telephone  until the loss,  theft or absence is reported to
the Company.

                                   ARTICLE VI

                            SPECIFICATION OF SERVICES

         The Company  agrees that the Facilities to provide the Services will be
operational  and the Services  will be available no later than the date which is
the later of (i) the third  anniversary  of the date hereof and (ii) the date by
which the FCC requires that the  Facilities be  operational  or the Company will
provide the


                                      -11-


<PAGE>
Reseller  services  through  a third  party  on  terms  no less  favorable  than
contained  herein.  Failure to make such Services  available by such date, which
failure remains uncured  following  thirty (30) days' written notice by Reseller
of such failure, shall be a material breach of this Agreement.  Services will be
delivered  in  accordance  with  specifications  set forth on SCHEDULE 2 hereto,
which  Schedule  may be  modified  or amended  by the  Company  without  notice,
provided that, except for changes or modifications resulting from emergencies or
force majeure  conditions,  such change or modification  does not  substantially
degrade the functioning or performance of the Services.

                                   ARTICLE VII

                             RESELLER'S OBLIGATIONS

         7.1 The Reseller is solely  responsible for all charges under Article V
above  (including,  but not  limited  to,  all End User  toll  calls,  directory
listings,  custom calling charges,  network service,  PCS network usage,  roamer
service  charges,  directory  assistance,  and 900 service)  with respect to any
Number assigned to such Reseller  hereunder until  twenty-four  (24) hours after
receipt by the Company in a form reasonably  prescribed by the Company of notice
from the Reseller to disconnect any such Number.

         7.2 The Company may require the Reseller to provide, maintain and use a
terminal  compatible with the systems of the Company to transmit  notices to the
Company  for  number  status   changes.   The  Reseller   shall  pay  all  local
telecommunications  charges within the Territories which are associated with the
aforesaid notices and


                                      -12-


<PAGE>
will furnish operators  proficient in operating any such terminal in conjunction
with any Company computer system.

         7.3  As  between  the  Company  and  the  Reseller,   the  Reseller  is
responsible  for  insuring  that  any  equipment  utilized  by its End  Users in
connection  with the Services and each End User's use thereof shall at all times
meet industry standards for compatibility, the requirements of the FCC and other
applicable regulatory  authorities and the technical  requirements and standards
reasonably set forth by the Company from time to time hereunder.

         7.4 The  Reseller  shall  provide  an  adequate  staff to  receive  and
investigate any complaints from its End Users relating to the Services, and will
report  any  trouble  with the  Services  to the  Company  only upon  reasonable
verification  that such  trouble  is due to  reasons  other  than the  misuse or
malfunctioning  of the End User's  equipment or the failure of such equipment to
meet the technical standards for compatibility with the Services.  The Reseller,
at its own cost and expense, shall maintain adequate staff and equipment to test
End User's equipment or to make  arrangements  with a qualified service facility
to verify the cause of any  complaints  received by the Reseller with respect to
the Services.  In the event the cause of any trouble  reported to the Company by
the Reseller is investigated by the Company and ultimately  determined to be due
to  misuse,  malfunctioning  or  technical  incompatibility  of the  End  User's
equipment,  the  Reseller  shall  reimburse  the Company  for all  out-of-pocket
expenses actually incurred by the Company in performing such investigation.


                                      -13-


<PAGE>

         7.5 The  Reseller,  at its own costs and  expense,  shall  maintain  an
adequate  staff to market the  Services  and to support  and train its End Users
with respect to the Services.

         7.6 The Reseller shall be solely responsible for all risks and expenses
incurred in connection  with its actions in the sale and service of the Services
or any other acts  required  of the  Reseller  pursuant to this  Agreement.  The
Reseller  shall  act in all  respects  on its own  account  and  shall be solely
responsible  for  any  credit  verification,   deposits,  billing,   collection,
consolidation, rebilling, customer billing complaints, toll calls, bad debts and
fraudulent use by any End User of any Number assigned to the Reseller.

         7.7  The  Reseller  shall,  prior  to  the  commencement  of  marketing
Services,  provide its form of End User contract, if any, to the Company for its
review.  The  Company's  review  shall be limited to  ascertaining  whether  the
proprietary and legal interests of the Company are adequately  protected in such
contract,  as well as  determining  if mandatory  language such as that provided
below has been included.  The Reseller may delete  proprietary  information  not
relating to the Company's  interests  from such contract  prior to submitting it
for review.  The Reseller  agrees that any End User  Contract  shall contain the
following language:

         "[END USER] shall acquire no proprietary  interest in numbers  assigned
         by [THE RESELLER] for its use.


         The liability of [the RESELLER] and/or any supplier of services to [THE
         RESELLER] for actual proven damages for any


                                      -14-


<PAGE>

         cause  whatsoever,  including  but not  limited  to any  failure  of or
         disruption of services  provided  hereunder,  regardless of the form of
         action,  whether  in  contract  or  in  tort  or  otherwise,  including
         negligence  and  strict  liability,  shall  be  limited  to  an  amount
         equivalent to charges payable by [END --- USER] under this contract for
         the services  during the period such damages  occur.  In no event shall
         [THE  RESELLER]  and/or any  supplier of services to [THE  RESELLER] be
         liable for any special or consequential  damages.  No action related to
         this agreement,  regardless of form, may be brought by [END USER] later
         than one year after the cause of action has accrued."


Any deviation from the mandatory language shall, in each instance,  only be made
with the prior written consent of the Company.

         7.8 In the event that any of the  Services  provided  hereunder  or the
charges made therefor are currently subject,  or at any time become subject,  to
any federal,  state or local  regulation or tariff,  and the Reseller intends to
intervene or otherwise  participate in any proceedings  before any  governmental
entity with respect to the Services or the charges,  the Reseller  shall consult
with the Company for the  purpose of good faith  negotiations  by the parties to
resolve any  controversial  matters  between the parties prior to the Reseller's
intervention or participation before such governmental entity.

         7.9 The Reseller  hereby  agrees to indemnify  the Company and hold the
Company harmless against any and all claims for libel,  slander, or infringement
of copyright with respect to the material


                                      -15-


<PAGE>
transmitted over the Facilities,  against any and all claims for infringement of
patents  arising from  combining  with, or using in connection  with the Company
Facilities,  apparatus  and system of the  Reseller or its End Users and against
any and all other  claims  arising out of any act or omission of the Reseller in
connection with Facilities provided by the Company.

                                  ARTICLE VIII

                            ADVERTISING AND PROMOTION

         The  Company  may,  from  time to  time,  establish  standards  for all
advertising,  promotional and End User training materials used or distributed by
the Reseller  which relate to the Services.  Such  standards will be reasonable,
and will be limited to factual  matters  pertaining to the services  provided by
the Company and use of the service  marks and  trademarks of the Company and its
affiliates.  Failure of the Reseller to abide by such  standards,  which failure
remains  uncured  following  thirty (30) days'  written  notice of such failure,
shall be a material breach of this Agreement.

                                   ARTICLE IX

                            TRADE NAME AND TRADEMARK

         9.1 The Company's  corporate  name,  service marks,  trademarks,  trade
names, insignias,  symbols,  decorative designs and slogans, or the like, either
presently  existing  or  hereafter  created or used,  which the  Company  now or
hereafter  owns,  uses or is licensed or sublicensed to use  (collectively,  the
"Marks")  and  all  goodwill  associated  therewith,  and  all of the  Company's
copyright or


                                      -16-


<PAGE>

copyrightable  works or other  materials of the Company (the  "Works")  are, and
shall be, the sole and exclusive  property of the Company as between the Company
and the Reseller.  The Reseller  shall not use any Marks or Works at any time in
any manner, except as authorized by the Company specifically in writing prior to
each such use. The Reseller  acknowledges that its right to use the Marks or the
Works is derived  solely from this  Agreement and the Reseller  agrees to comply
with all rules,  regulations  and procedures  pertaining to such Marks and Works
which are  prescribed  by the Company from time to time.  The  Reseller  further
acknowledges  and  agrees  that all  usage by the  Reseller  of the  Marks,  any
goodwill established thereby or associated therewith,  or the Works, shall inure
to the  exclusive  benefit  of the  Company  and its  affiliates  and that  this
Agreement does not confer any rights,  goodwill or other  interests in the Marks
or Works upon the Reseller.  Any  unauthorized  use of the Marks or Works by the
Reseller,  or any use not in compliance with the terms hereof,  shall constitute
an infringement of the rights of the Company and its affiliates.

         9.2 The  Reseller  shall use the Marks and Works  with such  notices of
proprietary  rights,  ownership or  registration  and such words  qualifying  or
identifying  the agency  relationship  of the  Company  and the  Reseller as the
Company may from time to time  prescribe.  The Reseller shall not use any of the
Marks, or any material portion thereof,  as part of the Reseller's  corporate or
trade name or with any prefix, suffix or other modifying words,


                                      -17-


<PAGE>

terms, designs or symbols, or in any modified form, nor may the Reseller use the
Marks in connection with the sale or leasing of any product or service or in any
manner not  expressly  authorized  by this  Agreement  without the prior written
consent of the Company.

         9.3 If the Company  notifies the Reseller to modify or discontinue  the
use of any Mark,  the Reseller  shall take such action as soon as possible after
such  notice and the sole  obligation  of the  Company in such event shall be to
reimburse  the  Reseller for the  Reseller's  actual,  reasonable  out-of-pocket
costs,  if any, for complying with the  obligations to modify or discontinue the
use of any such Mark. The Reseller shall immediately  discontinue any use of the
Marks  and any use of the  Works  upon any  expiration  or  termination  of this
Agreement.

         9.4 The  Reseller  agrees  that it will  not,  during  the term of this
Agreement or thereafter, attack the title or any rights of the Company in and to
any or all of the Marks or Works or take any action which would adversely affect
the Company's rights therein. The Reseller agrees to assist the Company, and the
Company  agrees to reimburse  the Reseller for all  associated  reasonable  pre-
approved  costs  in  connection  therewith,  to the  extent  necessary  for  the
procurement of or any  protection of the Company's  rights to or in the Marks or
Works.  The  Reseller  agrees to promptly  notify the Company of any observed or
known  infringements  upon or imitations of the Marks or Works or  substantially
similar  items;  provided,  however,  the  Company  shall have the sole right to
determine what,


                                      -18-


<PAGE>

if any,  action should or will be taken on account of any such  infringement  or
imitation.

         9.5 The  Company  recognizes  the  right,  title  and  interest  of the
Reseller and its affiliates in and to the Reseller's  service marks,  trademarks
and trade  names used by the  Reseller  in  connection  with the  Services.  The
Company agrees not to engage in any  activities or commit any acts,  directly or
indirectly,  that  contest,  dispute or  otherwise  impair the right,  title and
interest of the Reseller and its  affiliates in the  Reseller's  service  marks,
trademarks  and trade names.  The Company  shall  neither  acquire nor claim any
right,  title or interest in or to the Reseller's  service marks,  trademarks or
trade names through advertising or sale of Services or otherwise.

         9.6 The obligations  undertaken by the parties pursuant to this Article
IX shall  survive  termination  of this  Agreement,  and,  in the  event of such
termination, each of the parties agrees not to register or use any trademarks or
trade names which are the same as, or  confusingly  similar to,  trademarks  and
trade  names of the other or any of its  affiliates,  and the  Reseller  and the
Company will  surrender  or abandon  their use or ownership of any trade name or
style containing any mark or trade name confusingly similar to that of the other
or any affiliate thereof.

                                    ARTICLE X

                               BILLING ADJUSTMENTS

         A credit allowance will be made, at the Reseller's request, in the form
of a pro rata adjustment of the Recurring Charges billed


                                      -19-


<PAGE>

by the Company for any period of total outage of Services.  For other than total
outage of Services,  a credit allowance,  at prices to be outlined in SCHEDULE 2
hereto (as may be amended from time to time),  will be given to the Reseller for
periods  End Users are  unable to place or  receive  calls due to  interruptions
affecting  Services for in excess of twenty four (24) continuous  hours and such
credit  allowances will be given only for time actually credited by the Reseller
to End Users.  No adjustments  shall be allowed for periods of  interruption  of
less  than  twenty-four  (24)  hours  even  if  in  the  aggregate  they  exceed
twenty-four  (24) hours.  The Reseller's  request for credit must be received by
the Company in a form  specified by the Company  within ten (10)  business  days
following the end of the period of interruption.  The credit allowance for total
outage  of  Services  will be  computed  by  dividing  (a) the  duration  of the
interruption affecting Services (measured in days from the time the interruption
is reported to and confirmed by the Company) by (b) thirty (30) and  multiplying
the  result by the  Company's  Recurring  Charges  for each  interrupted  access
Number.  No credit shall be provided for a period of time less than  twenty-four
(24)  continuous  hours.  No other  liability  shall  attach to the Company as a
result of such  interruption of Services.  A credit  allowance will not be given
for interruptions caused by the negligent or willful actions (or failure to act)
of the Reseller or its End Users,  for failures of  connecting  circuits,  power
outages or any other occurrences considered to be a force majeure, or for


                                      -20-


<PAGE>


interruptions  caused by failure of  equipment  or service  not  provided by the
Company.

                                   ARTICLE XI

                               RESTRICTIONS ON USE

         11.1 Services are furnished subject to the condition that there will be
no abuse or  fraudulent  use  thereof.  Abuse  and  fraudulent  use of  Services
include, but are not limited to:

              (a)   Obtaining or attempting to obtain  Services by  rearranging,
                    tampering or making  connection  with any  Facilities of the
                    Company,  or by any scheme,  false  representation  or false
                    credit device,  or by or through any other  fraudulent means
                    or device whatsoever, with intent to avoid payment, in whole
                    or in part,  of charges for Services or assisting  any other
                    person in such regard; or

              (b)   Attempting to, or actually,  obtaining accessing,  altering,
                    or interfering with the communications and/or information of
                    another  Company  customer or any End User or assisting  any
                    other person in such regard; or

              (c)   Using the  Services in manner that  interferes  unreasonably
                    with the use of Services by one or more other  customers  or
                    End Users.

         11.2 Any  attempt  by the  Reseller  to abuse  or to  fraudulently  use
Services shall be deemed a material  breach of this  Agreement.  If any End User
abuses or fraudulently uses Services, the Company


                                      -21-


<PAGE>

may, by written notice to the Reseller,  require the Reseller to cancel such End
User's right to use the Services,  and failure of the Reseller to so cancel such
End User's  rights  within  fifteen (15) days of receipt of said notice shall be
deemed a material  breach of this  Agreement.  The Company  shall  indemnify the
Reseller for actual losses, if any, resulting from any inaccuracies contained in
any such notice.  Notwithstanding  any provisions  herein to the contrary,  such
material  breach  shall  immediately  entitle  the Company to any and all of the
Company's remedies hereunder, and any remedies as may exist at law or equity.

         11.3 All  provisions  of this Article XI shall survive  termination  of
this Agreement, whether by expiration or otherwise.

         11.4 If the use of any  equipment  provided by the Reseller or End User
in connection with the Services  violates or would violate any law or any of the
provisions in this Agreement, the Company will take such action as is reasonable
and necessary for the  protection of the  Facilities or the Service to its other
customers and other persons provided with PCS telephone  services.  The Reseller
or End User,  as  applicable,  shall  discontinue  such use of the equipment and
correct the violation  immediately  upon actual or  constructive  knowledge of a
violation  and shall,  if requested  by the  Company,  confirm in writing to the
Company  within fifteen (15) calendar days that such use has ceased and that the
violation has been corrected. Failure of the Reseller or End User to discontinue
such use or correct the violation or to give the required  written  confirmation
to the Company within the period indicated above shall


                                      -22-


<PAGE>

result in  interruption  of the  Services to the Reseller or the End User who is
creating  the  violation,  until such time as the  Reseller or the End User,  as
applicable,  complies with the provisions of this Agreement. If the Reseller has
not started to remedy the  violation  described in said notice  within the first
ten calendar  (10) days of such fifteen (15) day period,  the Company may notify
End Users after such ten (10) days by  telephone  or  telephone  intercept  that
Services to the Reseller  will be  discontinued  at the end of such fifteen (15)
day period and how the End Users may maintain PCS  telephone  services  with the
Company after discontinuation of the PCS telephone services to the Reseller.

         11.5  Notwithstanding the above, PCS telephone services may be refused,
reduced,  or partially or completely  discontinued at any time without notice in
the event either (a) the Company is informed that the Services are being used in
such a manner that will adversely  affect the Company's  services to others;  or
(b) the Company  finds that  duplicate  electronic  PCS  telephone  numbers have
generated usage on the Facilities or any PCS system with which the Company has a
mutual roaming agreement.

                                   ARTICLE XII

                    PROPRIETARY INFORMATION; CONFIDENTIALITY

         During  the  term of this  Agreement,  either  party  (the  "disclosing
party")  may, but shall not be  obligated  to,  disclose to the other party (the
"recipient party")  information which is considered  proprietary or confidential
by the disclosing party.  Without the disclosing  party's specific prior written
consent,


                                      -23-


<PAGE>
disclosure shall not be made to any third party, including,  but not limited to,
End Users, of any information  supplied by the disclosing party to the recipient
party which has been designated as  confidential,  and which  information is not
otherwise  generally  available  to the public or is not  already  known to such
recipient party.  Confidential information does not include any information that
(a) is  within  the  public  domain,  (b) at the  time  of  entering  into  this
Agreement,  is known by the recipient party,  (c) is independently  developed by
the recipient party, or (d) is disclosed to the recipient party by a third party
under  no  obligation  to  maintain  confidentiality  to the  disclosing  party.
Notwithstanding  anything contained herein to the contrary,  no party will be in
violation of its  confidentiality  obligations  hereunder by reason of releasing
confidential  information  as required  by law or an order  issued by a court or
administrative body.

                                  ARTICLE XIII

                      WARRANTY AND LIMITATION OF LIABILITY

         13.1  THE  COMPANY  MAKES  NO  WARRANTY,  EITHER  EXPRESS  OR  IMPLIED,
CONCERNING  THE  FACILITIES  OR THE  SERVICES,  INCLUDING,  WITHOUT  LIMITATION,
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.  IT IS
INTENDED BY THE PARTIES THAT THIS  SECTION  SHALL APPLY TO BOTH THE RESELLER AND
ALL OF THE RESELLER'S END USERS.

         13.2  Except for  damages  caused by the  Company's  negligence  or the
intentional  misconduct in failing to maintain  proper  standards of maintenance
and operation and to exercise reasonable


                                      -24-


<PAGE>

supervision,  the  liability  of the  Company  for  damages  arising  out of (a)
mistakes,  (b) omissions,  (c) interruptions,  (d) delays, errors, or defects in
transmission  or (e) errors in  directory  listings  shall in no event exceed an
amount equivalent to the lesser of (a) the proportionate  charge to the Reseller
for the  period  of the  disruption  of  Services  and (b) the  amount  of Seven
Thousand  Five  Hundred  Dollars  ($7,500.00).  In no event shall the Company be
liable for any indirect, special or consequential damages arising hereunder.

         13.3 The  Company  shall not be liable for any act or  omission  of the
Reseller or any other entity furnishing  equipment,  software or services to the
Reseller or to the Reseller's End Users, nor shall the Company be liable for any
damages or losses due to the fault or negligence of the Reseller or any End User
or for the failure of such equipment, software, or services.

         13.4  The  Company  shall  not  be  liable  to the  Reseller  or to the
Reseller's End Users if changes in any of the Facilities, operations, equipment,
procedures,  or Services (a) render obsolete any equipment or software  provided
by the Reseller or End User in  conjunction  with its use of the  Services;  (b)
require  modification  or  alteration  of such  equipment  or  software;  or (c)
otherwise  affect the  performance  of such  equipment or software.  The Company
agrees to attempt to give the Reseller a thirty (30) day advance  written notice
of  changes  which may be  reasonably  anticipated  to result in the  conditions
described in clause (a) or (b) of this


                                      -25-


<PAGE>
Section 13.4,  but will in no event be liable in any way for the failure to give
such notice.

         13.5 The Reseller assumes sole responsibility for the selection and use
of any codes or passwords that may be permitted or required in order for its End
Users to use the  Services.  The  Reseller  understands  that the  Services  are
provided by radio;  the Company shall have no  responsibility  or obligation for
the security of the communications of End Users using the Services.

         13.6 The Reseller acknowledges that the PCS Units used by the Company's
customers  may be  programmed  to prefer  the "A"  system in both the "home" and
"roam" modes. The Reseller further acknowledges that any End User whose PCS Unit
is  programmed  otherwise  may not be capable of receiving the full scope of the
Services. The Company shall not be liable for any such diminished capacity of an
End User  resulting  from the  programming  of a PCS Unit at  variance  with the
Company's standard programming.

                                   ARTICLE XIV

                                   TERMINATION

         14.1  Either  party  may  terminate  this  Agreement  in the event of a
Default  by the  other,  provided  that the  non-defaulting  party  advises  the
defaulting  party in writing of the event of Default  and the  defaulting  party
does not remedy the  Default  within  thirty  (30)  business  days of receipt of
written notice thereof.  Except as otherwise  provided by this  Agreement,  such
termination  shall be effective  upon the expiration of the thirty (30) business
day period immediately following receipt of notice of Default by the


                                      -26-


<PAGE>

defaulting  party.  The Company  agrees to provide the  Services to the Reseller
with respect to the Numbers then  connected to the system for a period of thirty
(30) business days after the Reseller's  receipt of notice of Default hereunder,
but the Company is not  obligated  to provide the  Services  with respect to any
Numbers not at such time  connected to the system.  If the Default  described in
said notice is not  remedied  with the first twenty (20)  business  days of such
thirty (30)  business day period,  the Company may notify End Users by telephone
or  telephone  intercept  after such first  twenty (20)  business  days that the
Agreement  may  terminate at the end of such thirty (30) business day period and
how the End Users may maintain  services with the Company after  termination  of
this Agreement.

         14.2  Termination,  regardless  of cause or  nature,  shall be  without
prejudice to any other rights or remedies of the parties  (including  Reseller's
rights to recoup the Prepayment Reserve then outstanding),  and shall be without
liability for any loss or damage occasioned  thereby.  The Reseller shall remain
solely  responsible for its obligations to End Users in effect immediately prior
to termination.  Termination of this  agreement,  regardless of cause or nature,
shall not release  either party hereto from any  liability  which at the time of
termination  had already  accrued to the other party hereto or which  thereafter
may accrue in respect of any act or omission prior to  termination,  or from any
obligation  which is expressly stated herein to survive  termination;  provided,
however, that the Company may, without liability, cancel any previously


                                      -27-


<PAGE>
accepted  orders  for  Numbers  which  have not been  connected  upon  giving or
receiving of any notice of termination  hereunder.  The Company and the Reseller
agree to  cooperate  to enable all End Users to continue to utilize the Services
with minimal  disruption after  termination,  provided that the Company shall be
under no  obligation  to  ensure  that any End  User is so able to  continue  to
utilize the Services or to arrange for any transfer of equipment owned or leased
by the Reseller.

                                   ARTICLE XV

                                  MISCELLANEOUS

         15.1 In the event that any of the  Services  provided  hereunder or the
charges made therefor are currently subject,  or at any time become subject,  to
any federal,  state or local regulation or tariff, then the terms and conditions
of this Agreement including the charges to be set forth on SCHEDULE 2 hereto (as
amended from time to time by the parties) shall be amended in a manner  mutually
agreeable to the parties hereto to conform to any conflicting terms or condition
in  effect  under  such  regulation  or  tariff;  provided,  however,  that  all
non-conflicting  terms and conditions of this  Agreement  shall remain valid and
effective.

         15.2 The validity, construction and performance of this Agreement shall
be  governed  by and  interpreted  in  accordance  with the laws of the State of
Delaware.

         15.3 Headings to articles of this Agreement are to facilitate reference
only, do not form a part of this Agreement,  and shall not in any way affect the
interpretation hereof.


                                      -28-


<PAGE>

         15.4 No rights or obligations hereunder shall be assigned or delegated,
in whole or in part, by either of the parties hereto to any other person,  firm,
corporation  or other entity  without the prior written  consent  thereto by the
other party hereto, which consent shall not be unreasonably withheld;  provided,
however,  that either Reseller or the Company may assign this Agreement  without
the prior consent of the other to any persons,  partnership, firm or corporation
acquiring  all, or  substantially  all of its  assets,  or to any  affiliate  or
successor  entity thereto;  and provided,  further that Reseller may assign this
Agreement to any direct or indirect  subsidiary or  affiliated  company which is
under common  control of its  corporate  parent.  It shall be a condition of any
agreement  for an  acquisition  of the  Company or  Reseller  that the terms and
conditions  of  this  Agreement  will be  honored  and  accepted  in full by the
acquiring party.

         15.5 The waiver,  express or  implied,  by either  party  hereto of any
rights  hereunder  or of any  failure to  perform or breach  hereof by the other
party  hereto  shall not  constitute  or be deemed a waiver of any other  rights
hereunder or of any other failure to perform or breach hereof by the other party
hereto, whether of a similar or dissimilar nature.

         15.6  Neither  party is  authorized  to act as an agent  for,  or legal
representative  of, the other party nor shall  either  party have  authority  to
assume or create any  obligation  on behalf of, in the name of, or binding upon,
the other party. The Reseller shall not represent itself as a distributor of the
Company in any manner


                                      -29-


<PAGE>

not specifically  provided for herein. All sales by the Reseller shall be in its
own name and for its own account.

         15.7 (a) Except as otherwise  provided in this  Agreement,  all notices
required or permitted to be given  hereunder  shall be made by registered  mail,
return  receipt  requested,  postage  prepaid,  in any post office in the United
States, addressed as follows:

                  If to the Company:

                  Magnacom Wireless, L.L.C.
                  1701 Broadway, Suite 348
                  Vancouver, Washington 98663

                  If to the Reseller:

                  GST Telecom Inc.
                  4317 N.E. Thurston Way
                  Vancouver, Washington 98662

         Either  party  hereto may change its  address by a notice  given to the
other party hereto in the manner set forth above. All notices shall be effective
upon receipt.

                  (b) The communications  system described in Section 7.2 hereof
may be used for the purpose of  handling  notices  hereunder  as the Company may
from time to time  specify.  Notices  given by  either  party  pursuant  to such
communication system shall be deemed received by the other party on the date set
forth on the  written  verification  of such notice  provided  by the  receiving
party.  Machine  verification  by  the  system  described  shall  be  deemed  to
constitute a written verification hereunder.

         15.8  Should  any part of this  Agreement  for any  reason be  declared
invalid by court order or by order of any  regulatory  agency,  such order shall
not affect the validity of any remaining


                                      -30-


<PAGE>

portion,  which shall remain in force and effect as if this  Agreement  had been
executed with the invalid portion thereof eliminated,  and it is hereby declared
the intention of the parties  hereto that they would have executed the remaining
portion of this  Agreement  without  including  therein any such part or portion
which may, for any reason, be hereafter declared invalid.

         15.9 The  Reseller  recognizes  and  agrees  that the  Company  will be
marketing  the  Services  to other  resellers  and  directly to end users in the
Territories for its own account,  and that End Users of the Reseller may seek to
obtain Services directly from the Company or through its other resellers.

         15.10 The parties' performance under this Agreement shall be excused if
such  non-performance  is  due  to  labor  difficulties,   governmental  orders,
equipment  failure,   inability  to  or  delay  in  securing  equipment,   civil
commotions,  acts of nature, weather disturbances or adverse weather conditions,
and other circumstances beyond the parties' reasonable control.

         15.11 The parties  recognize that unusual  concentrations  of usage may
occur in  certain  locations.  The  Company  shall  incur no  liability  for its
inability to provide adequate  Services  hereunder if such inability is due to a
lack  of  network   capacity  which  results  from  the   aforementioned   usage
concentration.

         15.12 The terms and conditions  hereof  supersede all other  agreements
and   understandings   between   the   parties   hereto,   including   prior  or
contemporaneous  representations of sales  representatives or other personnel of
the Company, whether oral or written, and


                                      -31-


<PAGE>
subsequently  issued purchase orders,  acceptances,  correspondence  and similar
documents,  except for (a)  agreements  executed on unchanged  standard  printed
forms of the Company,  or (b) subsequent  agreements  which are at variance with
this  Agreement  and which are made in writing  and signed by a duly  authorized
employee of the Company and a duly authorized employee of the Reseller and which
are specifically designated as an amendment hereof.


                                      -32-


<PAGE>

         IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
day and year first above written.

The "Company"                                      The "Reseller"

MAGNACOM WIRELESS L.L.C.                           GST TELECOM, INC.

By: /S/ JOHN WARTA                                 By: /S/ STEPHEN IRWIN
    --------------                                     -----------------
Title:MANAGING MEMBER                              Title:SECRETARY


                                      -33-


<PAGE>

                                                                      SCHEDULE 1

                          PCS COVERAGE GEOGRAPHIC AREAS

                                     Company

                                   TERRITORIES
                                 Tucson, Arizona
                                 Harrison, Arkansas
                                 Hot Springs, Arkansas
                                 Russellville, Arkansas
                                 Farmington, New Mexico
                                 Gallup, New Mexico
                                 Santa Fe, New Mexico
                                 Eugene, Oregon
                                 Salem, Oregon
                                 Guam, Saipan
                                 St. George, Utah





                                      -34-


<PAGE>

                                                                      SCHEDULE 2

                              SCHEDULE OF SERVICES

                                    SERVICES

                              End user toll calls

                              Directory listings

                              Custom calling

                              Network service

                              PCS network usage

                              Roamer service charges

                              Directory assistance

                              900 service

                              Credit allowance for interruptions in excess of 24
                              hours


                                      -35-


<PAGE>


                                                                     SCHEDULE 2A

                             SCHEDULE OF PREPAYMENTS

                   AMOUNT DUE                                    DATE

                   $5,997,000                              By June 30, 1996

                   $2,970,000                           By September 30, 1996

                   $5,426,000                           By December 30, 1996
















                                      -36-