UBIQUITEL INC, S-1/A, 2000-05-24

UBIQUITEL INC
S-1/A, 2000-05-24
RADIOTELEPHONE COMMUNICATIONS

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24, 2000

REGISTRATION NO. 333-32236
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------

AMENDMENT NO. 4
TO
FORM S-1

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933
--------------------------

UBIQUITEL INC.

(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 4812 23-3017909
(State or Other Jurisdiction of (Primary Standard (I.R.S. Employer
Incorporation or Organization) Industrial Identification No.)
Classification Code Number)
</TABLE>

1 BALA PLAZA, SUITE 402
BALA CYNWYD, PENNSYLVANIA 19004
(610) 660-9510

(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
--------------------------

DONALD A. HARRIS
UBIQUITEL INC.
1 BALA PLAZA, SUITE 402
BALA CYNWYD, PENNSYLVANIA 19004
(610) 660-9510

(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------

COPIES OF COMMUNICATIONS TO:

<TABLE>
<S> <C> <C>
REBECCA R. ORAND, ESQ. LEE R. MARKS, ESQ. MICHAEL A. SASLAW, ESQ.
GREENBERG TRAURIG, P.A. ERIC W. COWAN, ESQ. WEIL, GOTSHAL & MANGES LLP
1221 BRICKELL AVENUE GREENBERG TRAURIG, LLP 100 CRESCENT COURT, SUITE
MIAMI, FLORIDA 33131 1750 TYSONS BOULEVARD 1300
TELEPHONE NO.: (305) TYSONS CORNER, VIRGINIA DALLAS, TEXAS 75201
579-0500 22102 TELEPHONE NO.: (214)
FACSIMILE NO.: (305) TELEPHONE NO.: (703) 746-7700
579-0717 749-1300 FACSIMILE NO.: (214)
FACSIMILE NO.: (703) 746-7777
749-1301
</TABLE>

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
--------------------------

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the various expenses and costs (other than
underwriting discounts and commissions) expected to be incurred in connection
with the issuance and distribution of the securities to be registered. All of
the amounts shown are estimated except for the Securities and Exchange
Commission registration fee, the NASD filing fee and the Nasdaq National Market
listing fee.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $ 61,631
NASD filing fee............................................. 23,845
Nasdaq National Market listing fees......................... 95,000
Printing and engraving expenses............................. 300,000
Legal fees and expenses..................................... 500,000
Accounting fees and expenses................................ 300,000
Transfer agent and registrar fees........................... 100,000
Miscellaneous expenses...................................... 219,524
----------
Total....................................................... $1,600,000
==========
</TABLE>

ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS

Upon completion of this offering, the Restated Certificate of Incorporation
of UbiquiTel Inc. ("UbiquiTel") will provide that the liability of the directors
and officers of UbiquiTel to UbiquiTel or any of its stockholders for monetary
damages arising from a breach of their fiduciary duty as directors and officers
shall be limited to the fullest extent permitted by the General Corporation Law
of Delaware. This limitation does not apply with respect to any action in which
a director or officer would be liable under Section 174 of the General
Corporation Law of Delaware, nor does it apply with respect to any liability in
which a director or officer:

- breached his duty of loyalty to UbiquiTel or its stockholders;

- did not act in good faith or, in failing to act, did not act in good
faith;

- acted in a manner involving intentional misconduct or a knowing violation
of law or, in failing to act, shall have acted in a manner involving
intentional misconduct or a knowing violation of law; or

- derived an improper personal benefit.

UbiquiTel's bylaws provide that UbiquiTel may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of UbiquiTel) by
reason of the fact that he is or was a director, officer, employee, or agent of
UbiquiTel, or is or was serving at the request of UbiquiTel as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against

II-1
<PAGE>
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action,
suit, or proceeding. The power to indemnify applies only if such person acted in
good faith and in a manner he reasonably believed to be in the best interest, or
not opposed to the best interest, of UbiquiTel and with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful.

The power to indemnify applies to actions brought by or in the right of
UbiquiTel as well, but only to the extent of defense and settlement expenses and
not to any satisfaction of a judgment or settlement of the claim itself and with
the further limitation that in such actions no indemnification shall be made in
respect of any claim, issue or matter as to which such person has been adjudged
to be liable to UbiquiTel unless the court, in its discretion, believes that in
light of all the circumstances indemnification should apply. To the extent that
any present or former director of UbiquiTel has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to above, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

Reference is made to the Form of Underwriting Agreement, to be filed as
Exhibit 1.1 to this registration statement, which provides for indemnification
by the Underwriters under certain circumstances of the directors and officers of
UbiquiTel signing the registration statement and certain controlling persons of
UbiquiTel against certain liabilities, including those arising under the
Securities Act.

UbiquiTel has purchased directors' and officers' liability insurance
covering its directors and officers in amounts customary for similarly situated
companies.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling UbiquiTel
pursuant to the foregoing provisions, UbiquiTel has been advised that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

The information set forth in this Item 15 does not give effect to a
two-for-one split of UbiquiTel's outstanding common stock to be effected as of
the date of the prospectus, which forms a part of this registration statement.
Since its inception on September 29, 1999, the Registrant has entered into
agreements to issue the following unregistered securities:

1. 3,417,000 shares of its Voting Common Stock for an aggregate purchase
price of $3,417. The purchasers of the shares and the amount purchased are
listed on the table below.

<TABLE>
<CAPTION>
NAME OF PURCHASER NUMBER OF SHARES
<S> <C>
The Walter Group, Inc.................................. 1,281,375
Donald A. Harris....................................... 994,500
James Parsons.......................................... 443,700
Paul F. Judge.......................................... 401,625
US Bancorp............................................. 295,800
</TABLE>

II-2
<PAGE>
2. 16,000,000 shares of its Non-Voting Common Stock subject to forfeiture
under certain events, for an aggregate purchase price of $16,000. The purchasers
of the shares and the amount purchased are listed on the table below.

<TABLE>
<CAPTION>
NAME OF PURCHASER NUMBER OF SHARES
<S> <C>
The Walter Group, Inc.................................. 6,000,160
Donald A. Harris....................................... 4,656,640
James Parsons.......................................... 2,077,600
Paul F. Judge.......................................... 1,880,480
US Bancorp............................................. 1,385,120
</TABLE>

3. 17,008,500 shares of its Series A Preferred Stock at an aggregate
purchase price of $17,008,500. The purchasers of the shares and the amount
purchased are listed in the table below.

<TABLE>
<CAPTION>
NAME OF PURCHASER NUMBER OF SHARES
<S> <C>
Brookwood UbiquiTel Investors, L.L.C................... 4,669,000
CBT Wireless Investments, L.L.C........................ 2,701,350
New Ventures, L.L.C.................................... 2,001,000
Stephen C. Marcus...................................... 1,800,900
SpectraSite Communications, Inc........................ 1,667,500
Lancaster Investment Partners.......................... 1,000,500
Donald A. Harris....................................... 1,000,500
Porter Partners, L.P................................... 900,450
Ballyshannon Partners, L.P............................. 500,250
Mark Buechly........................................... 300,150
Barry Porter........................................... 250,125
Richard C. Walling, Jr................................. 166,750
Robert A. Berlacher.................................... 50,025
</TABLE>

4. employee stock options to Donald A. Harris to purchase 1,275,000 shares
of Voting Common Stock at $1.00 per share.

5. warrants to Paribas North America, Inc. to purchase 574,402 shares of
its Non-Voting Common Stock in connection with a Credit Agreement for a
$25 million line of credit.

6. warrants to BET Associates, L.P. to purchase 2,489,075 shares of its
Voting Common Stock and issuance of 12% Senior Subordinated Notes due 2007 to
BET Associates, L.P. for an aggregate purchase price of $8,000,000, and
2,489,075 shares of its Voting Common Stock upon exercise of such warrants.

7. 2,148,848 shares of its Series B Preferred Stock to DLJ Merchant Banking
Partners II, L.P. for an aggregate purchase price of $25,000,000.

II-3
<PAGE>
8. 68,379 shares of the 16,000,000 shares of Non-Voting Common Stock
originally issued in November 1999 vested in April 2000. The holders of these
shares and the amount issued to these holders are listed in the table below.

<TABLE>
<CAPTION>
NAME OF PURCHASER NUMBER OF SHARES
<S> <C>
The Walter Group, Inc................................ 25,642
Donald A. Harris..................................... 19,901
James Parsons........................................ 8,879
Paul F. Judge........................................ 8,037
US Bancorp........................................... 5,920
</TABLE>

9. employee stock options to purchase, in the aggregate, 455,000 shares of
Voting Common Stock at $1.00 per share.

10. an employee stock option to purchase 30,000 shares of Voting Common
Stock at the initial public offering price per share.

11. 14% Senior Subordinated Discount Notes due 2010 and warrants to purchase
1,789,500 shares of Voting Common Stock at $22.74 per share in connection with
its units offering.

12. Warrants to purchase 143,091 shares of Voting Common Stock at our
proposed initial public offering price per share in connection with units
offering.

None of the foregoing transactions involved any public offering. All sales
were made in reliance on Section 4(2) of the Securities Act, Rule 701
promulgated under the Securities Act and/or Regulation D promulgated under the
Securities Act. These sales were made without general solicitation or
advertising. The recipients in each such transaction represented their intention
to acquire the securities for investment only and not with a view to sell or for
sale in connection with any distribution thereof. All recipients had adequate
access, through their relationship with us, to information about us.

II-4
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<C> <S>
**1.1 Form of Underwriting Agreement

**3.1 Amended and Restated Certificate of Incorporation of
UbiquiTel Inc.

**3.2 Amended and Restated Bylaws of UbiquiTel Inc.

**5.1 Form of opinion of Greenberg Traurig, LLP, regarding
legality of the Common Stock being issued.

+10.1 Sprint PCS Management Agreement, as amended, dated as of
October 15, 1998 by and between Sprint Spectrum, LP,
WirelessCo, LP and UbiquiTel, LLC.

+10.2 Sprint PCS Services Agreement dated as of October 15, 1998
by and between Sprint Spectrum, LP and UbiquiTel, LLC.

**10.3 Sprint Trademark and Service Mark License Agreement dated as
of October 15, 1998 by and between Sprint Communications
Company, LP and UbiquiTel, LLC.

**10.4 Sprint Spectrum Trademark and Service Mark License Agreement
dated as of October 15, 1998 by and between Sprint Spectrum,
LP and UbiquiTel, LLC.

+**10.5 Asset Purchase Agreement dated as of December 28, 1999 by
and between Sprint Spectrum, LP, Sprint Spectrum Equipment
Company, LP, Sprint Spectrum Realty Company, LP, Cox
Communications PCS, LP, Cox PCS Leasing Co., LP, Cox PCS
Assets, LLC and UbiquiTel Holdings, Inc.

**10.6 Registration Rights Agreement made as of November 23, 1999
by and among UbiquiTel Holdings, Inc. and the shareholder
signatories thereto.

**10.7 Amended and Restated Registration Rights Agreement made as
of February 16, 2000 by and among UbiquiTel Holdings, Inc.
and the shareholder signatories thereto.

**10.8 Shareholders' Agreement dated as of February 16, 2000 by and
among UbiquiTel Holdings, Inc., DLJ Merchant Banking
Partners II, L.P. and the several shareholders named
therein.

**10.9 Stockholders' Voting Agreement dated November 23, 1999 by
and among UbiquiTel Holdings, Inc. and the shareholder
signatories thereto.

**10.10 Credit Agreement dated as of December 29, 1999 by and
between UbiquiTel Holdings, Inc., UbiquiTel LLC, the
financial institutions party thereto from time to time and
Paribas, as agent, for a $25,000,000 credit facility.

**10.11 Amended and Restated Consent and Agreement dated as of
April 5, 2000 by and between Sprint Spectrum, LP, Sprint
Communications Company, LP, WirelessCo, LP, Cox
Communications PCS, LP, Cox PCS License, LLC and Paribas.

**10.12 Warrant Agreement dated as of December 28, 1999 by and
between UbiquiTel Holdings, Inc. and Paribas North America,
Inc.

**10.13 Series A Preferred Stock Purchase Agreement dated as of
November 23, 1999 by and between UbiquiTel Holdings, Inc.,
The Walter Group, Donald A. Harris, Paul F. Judge, James
Parsons, U.S. Bancorp and the individuals listed on
Exhibit A thereto.
</TABLE>

II-5
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<C> <S>
**10.14 Purchase Agreement dated as of December 28, 1999 among
UbiquiTel, L.L.C., UbiquiTel Holdings, Inc. and BET
Associates, L.P. relating to $8,000,000 principal amount of
UbiquiTel, L.L.C. 12% Senior Subordinated Notes due 2007 and
Warrants to Purchase 9.75% of the Shares of Common Stock of
UbiquiTel Holding Co.

**10.15 Preferred Stock Purchase Agreement dated February 16, 2000
between UbiquiTel Holdings, Inc. and DLJ Merchant Banking
Partners II, L.P.

**10.16 Form of 2000 Equity Incentive Plan.

**10.17 Employment Agreement dated as of November 29, 1999 by and
between UbiquiTel Holdings, Inc. and Donald A. Harris.

**10.18 Credit Agreement dated as of March 31, 2000 by and between
UbiquiTel Inc., UbiquiTel Operating Company, the financial
institutions party thereto from time to time and Paribas, as
agent, for a $250,000,000 credit facility.

**10.19 Purchase Agreement dated April 4, 2000 between UbiquiTel
Inc., UbiquiTel Operating Company and Donaldson Lufkin &
Jenrette Securities Corporation, Paribas Corporation and PNC
Capital Markets, Inc.

**10.20 Indenture dated as of April 11, 2000 between UbiquiTel
Operating Company, UbiquiTel Inc. and American Stock
Transfer & Trust Company.

**10.21 Warrant Agreement dated as of April 11, 2000 between
UbiquiTel Inc. and American Stock Transfer & Trust Company.

**10.22 Registration Rights Agreement made as of April 11, 2000 by
and among UbiquiTel Operating Company, UbiquiTel Inc. and
Donaldson Lufkin & Jenrette Securities Corporation, Paribas
Corporation and PNC Capital Markets, Inc.

**10.23 Warrant Registration Rights Agreement made as of April 11,
2000 by and among UbiquiTel Inc. and Donaldson Lufkin &
Jenrette Securities Corporation, Paribas Corporation and PNC
Capital Markets, Inc.

**10.24 Founders Stock Agreement dated as of November 1, 1999, by
and among UbiquiTel Holdings, Inc., and James Parsons,
Donald A. Harris, Paul F. Judge, The Walter Group, Inc. and
US Bancorp.

**10.25 Agreement between LCC International, Inc. and UbiquiTel
Holdings, Inc., as amended, dated as of September 24, 1999.

**10.26 Agreement between Lucent Technologies, Inc. and UbiquiTel
Holdings, Inc., dated as of December 21, 1999.

**10.27 Master Site Agreement between Spectrasite Communications,
Inc. and UbiquiTel Leasing Company, dated as of May 11,
2000.

**10.28 Note Guarantee of UbiquiTel Inc.

**10.29 Guarantee of UbiquiTel Inc.

**21.1 Subsidiaries of UbiquiTel Inc.

**23.1 Consent of Arthur Andersen LLP.
</TABLE>

II-6
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<C> <S>
**23.2 Consent of Ernst & Young LLP.
**23.3 Consent of Greenberg Traurig, LLP (contained in legal
opinion filed as Exhibit 5.1).
**24.1 Powers of Attorney.
**27.1 Financial Data Schedule.
</TABLE>

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

* To be filed by Amendment.

** Previously filed.

+ Confidential treatment has been requested on portions of these documents.

(b) Financial Statement Schedules:

No financial statement schedules are filed because the required information
is not applicable or is included in the consolidated financial statements or
related notes.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes to provide to the underwriters,
at the closing specified in the underwriting agreement, certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.

The undersigned registrant hereby undertakes that:

(1) The undersigned registrant hereby undertakes to provide the underwriter
at the closing specified in the underwriting agreements, certificates in
such denominations and registered in such names as required by the
underwriter to permit prompt delivery to each purchaser.

(2) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained
in a form of prospectus filed by UbiquiTel pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(3) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new Registration Statement relating to the
securities offered therein and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

II-7
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, UbiquiTel Inc.
has duly caused this Amendment No. 4 to the Registration Statement to be signed
on its behalf by the undersigned, hereunto duly authorized, in the City of Bala
Cynwyd, State of Pennsylvania, on the 24th day of May, 2000.

<S> <C> <C>
UBIQUITEL INC.

By: /s/ Donald A. Harris
-----------------------------------------
Donald A. Harris
Chairman of the Board, President and
Chief Executive Officer
</TABLE>

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>

/s/ Donald A. Harris Chairman of the Board, President May 24, 2000
- -------------------------------------- and Chief Executive Officer
Donald A. Harris (Principal Executive Officer)

/s/ Paul F. Judge* Senior Vice President--Business May 24, 2000
- -------------------------------------- Development and Finance
Paul F. Judge (Principal Financial Officer and
Accounting Officer)

/s/ Peter Lucas* Director May 24, 2000
- --------------------------------------
Peter Lucas

/s/ Robert A. Berlacher* Director May 24, 2000
- --------------------------------------
Robert A. Berlacher

/s/ Eve M. Trkla* Director May 24, 2000
- --------------------------------------
Eve M. Trkla

/s/ Joseph N. Walter* Director May 24, 2000
- --------------------------------------
Joseph N. Walter
</TABLE>

<TABLE>
<S> <C> <C> <C>
*By: /s/ Donald A. Harris
---------------------------------
Donald A. Harris
ATTORNEY-IN-FACT
</TABLE>

II-8
<PAGE>
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<C> <S>
+10.1 Sprint PCS Management Agreement, as amended, dated as of
October 15, 1998 by and between Sprint Spectrum, LP,
WirelessCo, LP and UbiquiTel LLC.
+10.2 Sprint PCS Services Agreement dated as of October 15, 1998
by and between Sprint Spectrum, LP and UbiquiTel, LLC.
</TABLE>

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

+ Confidential treatment has been requested on portions of this document.

<PAGE>
Exhibit 10.1

SPRINT PCS
MANAGEMENT AGREEMENT

BETWEEN

SPRINT SPECTRUM L.P.

WIRELESSCO, L.P.

AND

UBIQUITEL L.L.C.

SEPTEMBER __, 1998

<PAGE>

TABLE OF CONTENTS

Page
----

1. MANAGER..................................................................2
1.1 Hiring of Manager.................................................2
1.2 Program Requirements..............................................2
1.3 Vendor Purchase Agreements........................................2
1.4 Interconnection...................................................3
1.5 Seamlessness......................................................3
1.6 Forecasting.......................................................3
1.7 Financing.........................................................3
1.8 Ethical Conduct and Related Covenants.............................3

2. BUILD-OUT OF NETWORK.....................................................3
2.1 Build-out Plan....................................................3
2.2 Compliance with Regulatory Rules..................................4
2.3 Exclusivity of Service Area.......................................4
2.4 Restriction.......................................................4
2.5 Coverage Enhancement..............................................4
2.6 Purchase of Assets by Manager.....................................6
2.7 Microwave Relocation..............................................6
2.8 Determination of pops.............................................6

3. PRODUCTS AND SERVICES; IXC SERVICES......................................6
3.1 Sprint PCS Products and Services..................................6
3.2 Other Products and Services.......................................6
3.3 Cross-selling with Sprint.........................................7
3.4 IXC Services......................................................7
3.5 Resale of Products and Services...................................7
3.5.1 Mandatory Resale of Products and Services................7
3.5.2 Voluntary Resale of Products and Services................7
3.6 Non-competition...................................................8
3.7 Right of Last Offer...............................................8

4. MARKETING AND SALES ACTIVITIES...........................................9
4.1 Sprint PCS National or Regional Distribution Program
Requirements....................................................9
4.1.1 Territorial Limitations on Manager's Distribution
Activities.............................................9
4.1.2 Settlement of Equipment Sales............................9
4.1.3 Use of Third-Party Distributors..........................9
4.2 Sprint PCS National Accounts Program Requirements................10
4.3 Sprint PCS Roaming and Inter Service Area Program Requirements...10
4.4 Pricing..........................................................10
4.5 Home Service Area................................................11

5. USE OF BRANDS...........................................................11
5.1 Use of Brands....................................................11
5.2 Conformance to Marketing Communications Guidelines...............11
5.3 Joint Marketing With Third Parties...............................11
5.4 Prior Approval of Use of Brands..................................12
5.5 Duration of Use of Brand.........................................12

i
<PAGE>

Page
----

6. ADVERTISING AND PROMOTION...............................................12
6.1 National Advertising and Promotion...............................12
6.2 In-Territory Advertising and Promotion...........................12
6.3 Review of Advertising and Promotion Campaigns....................13
6.4 Public Relations.................................................13

7. SPRINT PCS TECHNICAL PROGRAM REQUIREMENTS...............................13
7.1 Conformance to Sprint PCS Technical Program Requirements.........13
7.2 Establishment of Sprint PCS Technical Program Requirements.......14
7.3 Handoff to Adjacent Networks.....................................14

8. SPRINT PCS CUSTOMER SERVICE PROGRAM REQUIREMENTS........................14
8.1 Compliance With Sprint PCS Customer Service Program
Requirements...................................................14

9. SPRINT PCS PROGRAM REQUIREMENTS.........................................14
9.1 Program Requirements Generally...................................14
9.2 Amendments to Program Requirements...............................14
9.3 Manager's Right to Request Review of Changes.....................15
9.4 Sprint PCS' Right to Implement Changes...........................16
9.5 Rights of Inspection.............................................16
9.6 Manager's Responsibility to Interface with Sprint PCS............16

10. FEES....................................................................16
10.1 Fees and Payments................................................16
10.1.1 Fee Based on Collected Revenues.........................16
10.1.2 Payment of Universal Service Funds......................16
10.1.3 Inter Service Area Fees.................................17
10.1.4 Interconnect Fees.......................................17
10.1.5 Outbound Roaming Fees...................................17
10.1.6 Reimbursements..........................................17
10.2 Monthly True Up..................................................17
10.3 Taxes............................................................17
10.4 Collected Revenues Definition....................................18
10.5 Late Payments....................................................19
10.6 Setoff Right If Failure To Pay Amounts Due.......................19

11. TERM; TERMINATION; EFFECT OF TERMINATION................................19
11.1 Initial Term.....................................................19
11.2 Renewal Terms....................................................19
11.2.1 Non-renewal Rights of Manager...........................19
11.2.1.1 Manager's Put Right............................19
11.2.1.2 Manager's Purchase Right.......................20
11.2.2 Non-renewal Rights of Sprint PCS........................20
11.2.2.1 Sprint PCS' Purchase Right.....................21
11.2.2.2 Sprint PCS' Put Right..........................21
11.2.3 Extended Term Awaiting FCC Approval.....................21

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11.3 Events of Termination............................................21
11.3.1 Termination of License..................................22
11.3.2 Breach of Agreement: Payment of Money Terms.............22
11.3.3 Breach of Agreement: Other Terms........................22
11.3.4 Regulatory Considerations...............................22
11.3.5 Termination of Trademark License Agreements.............22
11.3.6 Financing Considerations................................23
11.3.5 Bankruptcy of a Party...................................23
11.4 Effect of an Event of Termination................................23
11.5 Manager's Event of Termination Rights and Remedies...............24
11.5.1 Manager's Put Right.....................................25
11.5.2 Manager's Purchase Right................................25
11.5.3 Manager's Action for Damages or Other Relief............26
11.6 Sprint PCS' Event of Termination Rights and Remedies.............26
11.6.1 Sprint PCS' Purchase Right..............................26
11.6.2 Sprint PCS' Put Right...................................26
11.6.3 Sprint PCS' Right to Cause A Cure.......................27
11.6.4 Sprint PCS' Action for Damages or Other Relief..........28
11.7 Determination of Entire Business Value...........................28
11.7.1 Appointment of Appraisers...............................28
11.7.2 Manager's Operating Assets..............................28
11.7.3 Entire Business Value...................................29
11.7.4 Calculation of Entire Business Value....................29
11.8 Closing Terms and Conditions.....................................30
11.9 Contemporaneous and Identical Application........................30

12. BOOKS AND RECORDS; CONFIDENTIAL INFORMATION; INSURANCE..................30
12.1 Books and Records................................................30
12.1.1 General.................................................30
12.1.2 Audit...................................................30
12.1.3 Contesting an Audit.....................................30
12.2 Confidential Information.........................................31
12.3 Insurance........................................................32
12.3.1 General.................................................32
12.3.2 Waiver of Subrogation...................................32
12.3.3 Certificates of Insurance...............................32

13. INDEMNIFICATION.........................................................33
13.1 Indemnification by Sprint PCS....................................33
13.2 Indemnification by Manager.......................................33
13.3 Procedure........................................................33
13.3.1 Notice..................................................33
13.3.2 Defense by Indemnitor...................................33
13.3.3 Defense by Indemnitee...................................34
13.3.4 Costs...................................................34

14. DISPUTE RESOLUTION......................................................34
14.1 Negotiation......................................................34
14.2 Unable to Resolve................................................34
14.3 Attorneys and Intent.............................................35
14.4 Tolling of Cure Periods..........................................35

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15. REPRESENTATIONS AND WARRANTIES..........................................35
15.1 Due Incorporation or Formation; Authorization of Agreements......35
15.2 Valid and Binding Obligation.....................................36
15.3 No Conflict; No Default..........................................36
15.4 Litigation.......................................................36

16. REGULATORY COMPLIANCE...................................................36
16.1 Regulatory Compliance............................................36
16.2 FCC Compliance...................................................36
16.3 Marking and Lighting.............................................38
16.4 Regulatory Notices...............................................38
16.5 Regulatory Policy-Setting Proceedings............................38

17. GENERAL PROVISIONS......................................................38
17.1 Notices..........................................................38
17.2 Construction.....................................................38
17.3 Headings.........................................................38
17.4 Further Action...................................................38
17.5 Counterpart Execution............................................38
17.6 Specific Performance.............................................39
17.7 Entire Agreement; Amendments.....................................39
17.8 Limitation on Rights of Others...................................39
17.9 Waivers..........................................................39
17.9.1 Waivers--General........................................39
17.9.2 Waivers--Manager........................................39
17.9.3 Force Majeure...........................................39
17.10 Waiver of Jury Trial.............................................40
17.11 Binding Effect...................................................40
17.12 Governing Law....................................................40
17.13 Severability.....................................................40
17.14 Limitation of Liability..........................................40
17.15 No Assignment; Exceptions........................................40
17.15.1 General.................................................40
17.15.2 Assignment Right of Manager to Financial Lender.........41
17.15.3 Change of Control Rights................................41
17.15.4 Right of First Refusal..................................42
17.15.5 Transfer of Sprint PCS Network..........................43
17.16 Provision of Services by Sprint Spectrum.........................43
17.17 Number Portability...............................................43
17.18 Disclaimer of Agency.............................................43
17.19 Independent Contractors..........................................43
17.20 Expense..........................................................43
17.21 General Terms....................................................44
17.22 Conflicts with Other Agreements..................................44
17.23 Survival Upon Termination........................................44
17.24 Announced Transaction............................................44
17.25 Additional Terms and Provisions..................................44
17.26 Master Signature Page............................................44
17.27 Agent Authorization..............................................45

<PAGE>

SPRINT PCS MANAGEMENT AGREEMENT

This SPRINT PCS MANAGEMENT AGREEMENT is made September _____, 1998,
between Sprint Spectrum L.P., a Delaware limited partnership, WirelessCo, L.P.,
a Delaware limited partnership, and UbiquiTel L.L.C., a Washington limited
liability company (but not any Related Party) ("Manager"). The definitions for
this agreement are set forth on the "Schedule of Definitions."

RECITALS

A. Sprint Spectrum L.P., a Delaware limited partnership, WirelessCo. L.P.,
a Delaware limited partnership, SprintCom, Inc., a Kansas corporation, American
PCS Communications, LLC, a Delaware limited liability company, APC PCS, LLC, a
Delaware limited liability company, PhillieCo Partners I, L.P., a Delaware
limited partnership, PhillieCo, L.P., a Delaware limited partnership, Cox
Communications PCS, L.P., a Delaware limited partnership, and Cox PCS License,
L.L.C., a Delaware limited liability company, hold and exercise, directly or
indirectly, control over licenses to operate wireless services networks.

B. The entity or entities named in Recital A that execute this agreement
hold, directly or indirectly, the Licenses for the areas identified on the
Service Area Exhibit and are referred to in this agreement as "Sprint PCS."
Because this agreement addresses the rights and obligations of each license
holder with respect to each of its Licenses, each reference in this agreement to
"Sprint PCS" refers to the entity that owns, directly or indirectly, the License
referred to in that particular instance or application of the provision of this
agreement. If Sprint Spectrum does not own the License, it will provide on
behalf of Sprint PCS most or all of the services required under this agreement
to be provided by Sprint PCS.

C. The Sprint PCS business was established to use the Sprint PCS Network,
a nationwide wireless services network, to offer seamless, integrated voice and
data services using wireless technologv. The Sprint PCS Network offers the
services to customers under the Brands.

D. This agreement, therefore, includes provisions defining Manager's
obligations with respect to:

o The design, construction and management of the Service Area Network;

o Offering and promoting products and services designated by Sprint
PCS as the Sprint PCS Products and Services of the Sprint PCS
Network;

o Adherence to Program Requirements established by Sprint PCS to
ensure seamless interoperability throughout the Sprint PCS Network
and uniform and consistent quality of product and service offerings;

o Adherence to Customer Service Program Requirements established by
Sprint PCS to ensure consistency in interactions with customers
(including billing, customer care, etc.); and

o Adherence to Program Requirements relating to the marketing,
promotion and distribution of Sprint PCS Products and Services.

E. The Sprint PCS Network is expanding with the assistance of "managers"
(companies such as Manager that manage Service Area Networks that offer Sprint
PCS Products and Services under a license owned by

<PAGE>

Sprint PCS or one of the entities named in Recital A) and "affiliates"
(companies that manage Service Area Networks that offer Sprint PCS Products and
Services under a license owned by the affiliate).

F. Manager wishes to enter into this agreement to help construct, operate,
manage and maintain for Sprint PCS a portion of the Sprint PCS Network in the
Service Area. Sprint PCS has determined that permitting Manager to manage a
portion of the Sprint PCS Network in accordance with the terms of this agreement
will facilitate Sprint PCS' expansion of fully digital, wireless coverage under
the License and will enhance the wireless service for customers of Sprint PCS.

G. All managers of a portion of the business of Sprint PCS, including
Manager, must construct facilities and operate in accordance with Program
Requirements established by Sprint PCS with respect to certain aspects of the
development and offering of wireless products and services and the presentation
of the products and services to customers, to establish and operate the Sprint
PCS Network successfully by providing seamless, integrated voice and data
services, using wireless technology.

AGREEMENT

In consideration of the recitals and mutual covenants and agreements
contained in this agreement, the sufficiency of which are hereby acknowledged,
the parties, intending to be bound, agree as follows:

1. MANAGER

1.1 Hiring of Manager. Sprint PCS hires Manager:

(a) to construct and manage the Service Area Network in compliance
with the License and in accordance with the terms of this agreement;

(b) to distribute continuously during the Term the Sprint PCS
Products and Services and to establish distribution channels in the Service
Area;

(c) to conduct continually during the Term advertising and promotion
activities in the Service Area (including mutual decisions to "go dark", with
respect to advertising and promotion activities, for reasonable periods of
time); and

(d) to manage that portion of the customer base of Sprint PCS that
has the NPA-NXXs assigned to the Service Area Network.

Sprint PCS has the right to unfettered access to the Service Area Network
to be constructed by Manager under this agreement. The fee to be paid to Manager
by Sprint PCS under Section 10 is for all obligations of Manager under this
agreement.

1.2 Program Requirements. Manager must adhere to the Program Requirements
established by Sprint PCS and as modified from time to time, to ensure uniform
and consistent operation of all wireless systems within the Sprint PCS Network
and to present the Sprint PCS Products and Services to customers in a uniform
and consistent manner under the Brands.

1.3 Vendor Purchase Agreements. Manager may participate in discounted
volume-based pricing on wireless-related products and services and in the
warranties Sprint PCS receives from its vendors, as is commercially reasonable
and to the extent permitted by applicable procurement agreements (e.g.,
agreements related to network infrastructure equipment, subscriber equipment,
interconnection, and collocation). Sprint PCS will use commercially reasonable
efforts to obtain for managers the same price Sprint PCS receives from vendors;

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this does not prohibit Sprint PCS from entering into procurement agreements that
do not provide managers with the Sprint PCS prices.

Manager must purchase subscriber and infrastructure equipment from a
Sprint PCS approved list of products, which will include a selection from a
variety of manufacturers. Where required, the products must include proprietary
software developed by the manufacturers for Sprint PCS or by Sprint PCS to allow
seamless interoperability in the Sprint PCS Network. Sprint PCS or the vendor
may require Manager to execute a separate license agreement for the software
prior to Manager's use of the software.

Manager may only make purchases under this Section 1.3 for items to be
used exclusively in the Service Area (e.g., Manager may not purchase base
stations under a Sprint PCS contract for use in a system not affiliated with
Sprint PCS).

1.4 Interconnection. If Manager desires to interconnect a portion of the
Service Area Network with another carrier and Sprint PCS can interconnect with
that carrier at a lower rate, then to the extent permitted by applicable laws,
tariffs and contracts, Sprint PCS may arrange for the interconnection under its
agreements with the carrier and if it does so, Sprint PCS will bill the
interconnection fees to Manager.

1.5 Seamlessness. Manager will design and operate its systems, platforms,
products and services in the Service Area and the Service Area Network so as to
seamlessly interface them into the Sprint PCS Network.

1.6 Forecasting. Manager and Sprint PCS will work cooperatively to
generate mutually acceptable forecasts of important business metrics including
traffic volumes, handset sales, subscribers and Collected Revenues for the
Sprint PCS Products and Services. The forecasts are for planning purposes only
and do not constitute Manager's obligation to meet the quantities forecast.

1.7 Financing. The construction and operation of the Service Area Network
requires a substantial financial commitment by Manager. The manner in which
Manager will finance the build-out of the Service Area Network and provide the
necessary working capital to operate the business is described in detail on
Exhibit 1.7. Manager will allow Sprint PCS an opportunity to review before
filing any registration statement or prospectus or any amendment or supplement
thereto before distributing any offering memorandum or amendment or supplement
thereto, and agrees not to file or distribute any such document if Sprint PCS
reasonably objects in writing on a timely basis to any portion of the document
that refers to Sprint PCS, its Related Parties, their respective businesses,
this agreement or the Services Agreement.

1.8 Ethical Conduct and Related Covenants. Each party must perform its
obligations under this agreement in a diligent, legal, ethical, and professional
manner.

2. BUILD-OUT OF NETWORK

2.1 Build-out Plan. Manager will build-out the Service Area Network in the
Service Area in accordance with a Build-out Plan. Sprint PCS and Manager will
jointly develop each Build-out Plan, except the initial Build-out Plan and any
modifications, additions or expansions of the Build-out Plan will be subject to
prior written approval by Sprint PCS. Manager will report to Sprint PCS its
performance regarding the critical milestones included in the Build-out Plan on
a periodic basis as mutually agreed to by the parties, but no less frequently
than quarterly. The Build-out Plan and the Service Area Network as built must
comply with Sprint PCS Program Requirements and federal and local regulatory
requirements.

Sprint PCS approves the Build-out Plan in effect as of the date of this
agreement, which Build-out Plan is attached as Exhibit 2.1. Each new or amended
Build-out Plan will also become part of Exhibit 2.1.

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2.2 Compliance with Regulatory Rules. During the build-out of the Service
Area Network, Sprint PCS authorizes Manager to make all filings with regulatory
authorities regarding the build-out, including filings with the Federal Aviation
Administration, environmental authorities, and historical districts. Manager may
further delegate its duty under this Section 2.2 to a qualified site acquisition
company. Manager must ensure that a copy of every filing is given to Sprint PCS.
Manager must ensure that Sprint PCS is notified in writing of any contact by a
regulatory agency including the FCC with Manager or Manager's site acquisition
company regarding any filing. Sprint PCS has the right to direct any proceeding,
inquiry, dispute, appeal or other activity with a regulatory or judicial
authority regarding any filing made on behalf of Sprint PCS. Manager will amend,
modify, withdraw, refile and otherwise change any filing as Sprint PCS requires.
Notwithstanding the preceding sentences in this Section 2.2, and in conjunction
with Section 16, Sprint PCS is solely responsible for making any and all filings
with the FCC regarding the build-out. Manager will notify Sprint PCS of any
activity, event or condition related to the build-out that might require an FCC
filing.

2.3 Exclusivity of Service Area. Manager will be the only person or entity
that is a manager or operator for Sprint PCS with respect to the Service Area
and neither Sprint PCS nor any of its Related Parties will own, operate, build
or manage another wireless mobility communications network in the Service Area
so long as this agreement remains in full force and effect and there is no Event
of Termination that has occurred giving Sprint PCS the right to terminate this
agreement, except that:

(a) Sprint PCS may cause Sprint PCS Products and Services to be sold
in the Service Area through the Sprint PCS National Accounts Program
Requirements and Sprint PCS National or Regional Distribution Program
Requirements;

(b) A reseller of Sprint PCS Products and Services may sell its
products and services in the Service Area so long as such resale is not contrary
to the terms and conditions of this agreement; and

(c) Sprint PCS and its Related Parties may engage in the activities
described in Sections 2.4(a) and 2.4(b) with Manager in the geographic areas
within the Service Area in which Sprint PCS or any of its Related Parties owns
an incumbent local exchange carrier as of the date of this agreement.

2.4 Restriction. In geographic areas within the Service Area in which
Sprint PCS or any of its Related Parties owns an incumbent local exchange
carrier as of the date of this agreement, Manager must not offer any Sprint PCS
Products or Services specifically designed for the competitive local exchange
market ("fixed wireless local loop"), except that:

(a) Manager may designate the local exchange carrier that is a
Related Party of Sprint PCS to be the exclusive distributor of the fixed
wireless local loop product in the territory served by the local exchange
carrier, even if a portion of its territory is within the Service Area; or

(b) Manager may sell the fixed wireless local loop product under the
terms and conditions specified by Sprint PCS (e.g., including designation by
Sprint PCS of an exclusive distribution agent for the territory).

This restriction exists with respect to a particular geographic area only so
long as Sprint PCS or its Related Party owns such incumbent local exchange
carrier.

Nothing in this Section 2.4 prohibits Manager from offering Sprint PCS
Products and Services primarily designed for mobile functionality. The
restricted markets as of the date of this agreement are set forth on Exhibit
2.4.

2.5 Coverage Enhancement. Sprint PCS and Manager agree that maintaining a
high standard of customer satisfaction regarding network capacity and footprint
is a required element of the manager and affiliate

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programs. Sprint PCS intends to expand network coverage to build all cells that
cover at least 5,000 pops and all interstate and major highways in the areas not
operated by Manager or Other Managers. Accordingly, Manager agrees to build-out
New Coverage when directed by Sprint PCS as set forth in this Section 2.5.
Sprint PCS agrees not to require any New Coverage build-out during the first two
years of this Agreement, nor any New Coverage that exceeds the capacity and
footprint parameters that Sprint PCS has adopted for all of its comparable
markets.

Sprint PCS will give to Manager a written notice of any New Coverage
within the Service Area that Sprint PCS decides should be built-out. Such notice
will include an analysis completed by Sprint PCS demonstrating that such
required build-out should be economically advantageous to Manager. Such analysis
will be generated in good faith and will be based on then-currently available
information, however Sprint PCS makes no warranties or representations regarding
the accuracy of, nor will Sprint PCS be bound by, or guarantee the accuracy of,
such analysis. Manager must confirm to Sprint PCS within 90 days after receipt
of the notice that Manager will build-out the New Coverage and deliver to Sprint
PCS with such confirmation Manager's proposed amendment to the Build-out Plan
and a description of the manner and timing in which it will finance such
build-out.

If Manager confirms, within such 90-day period, its intention to build-out
the New Coverage, then Manager and Sprint PCS will diligently finalize an
amendment to the Build-out Plan and proceed as set forth in Sections 2.1 and
2.2. The amended Build-out Plan will contain critical milestones that provide
Manager a commercially reasonable period in which to construct and implement the
New Coverage. In determining what constitutes a "commercially reasonable period"
as used in this paragraph, the parties will consider several factors, including
local zoning processes and other legal requirements, weather conditions,
equipment delivery schedules, the need to arrange additional financing, and
other construction already in progress by Manager. Manager will construct and
operate the New Coverage in accordance with the terms of this Agreement, and the
New Coverage will be included in the Service Area Network for purposes of this
agreement.

If Manager fails to confirm, within such 90-day period, its intention to
build-out the New Coverage, declines to complete such build-out, or fails to
complete such build-out in accordance with the amended Build-out Plan, then an
Event of Termination will be deemed to have occurred under Section 11.3.3,
Manager will not have a right to cure such breach, and Sprint PCS may exercise
its rights and remedies under Section 11.2.2.1.

Notwithstanding the preceding paragraphs in this Section 2.5, the capacity
and footprint parameters contained in the amended Build-out Plan will not be
required to exceed the parameters adopted by Sprint PCS in building out all of
its comparable service areas, unless such build-out relates to an obligation
regarding the Service Area Network mandated by law. When necessary for reasons
related to new technical standards, new equipment or strategic reasons, Sprint
PCS can require Manager to build-out the New Coverage concurrently with Sprint
PCS' build-out, in which case Sprint PCS will reimburse Manager for its costs
and expenses if Sprint PCS discontinues its related build-out.

If Sprint PCS requires build-out of New Coverage that will:

(a) cause the Manager to spend an additional amount greater than 5%
of Manager's shareholder's equity or capital account plus Manager's long-term
debt (i.e., notes that mature more than one year from the date issued), as
reflected on Manager's hooks; or

(b) cause the long-term operating expenses of Manager on a per unit
basis using a 10-year time frame to increase by more than 10% on a net present
value basis,

then Manager may give Sprint PCS a written notice requesting Sprint PCS to
reconsider the required New Coverage.

5
<PAGE>

the New Coverage. If after the review and decision by the Vice President or
designee, Manager is still dissatisfied, then Manager may ask that the Chief
Officer to whom the Vice President or designee reports review the matter. If
Sprint PCS still requires Manager to complete the New Coverage following the
Chief Officer's review, then if Manager and Sprint PCS fail to agree to an
amended Build-out Plan within 15 days after completion of the reconsideration
process described above in this paragraph or the end of the 90-day period
described in the second paragraph of this Section 2.5, whichever occurs first,
then an Event of Termination will be deemed to have occurred under Section
11.3.3, Manager will not have a right to cure such breach, and Sprint PCS may
exercise its rights and remedies under Section 11.2.2.1.

2.6 Purchase of Assets by Manager. If Sprint PCS has assets located in the
Service Area that Manager could reasonably use in its construction of the
Service Area Network and if Sprint PCS is willing to sell such assets, then
Manager agrees to purchase from Sprint PCS and Sprint PCS agrees to sell to
Manager the assets in accordance with the terms and conditions of the asset
purchase agreement attached as Exhibit 2.6.

2.7 Microwave Relocation. Sprint PCS will relocate interfering microwave
sources in the spectrum in the Service Area to the extent necessary to permit
the Service Area Network to carry the anticipated call volume as set out in the
Build-out Plan. If the spectrum cleared is not sufficient to carry the actual
call volume then Sprint PCS will clear additional spectrum of its choosing to
accommodate the call volume. Sprint PCS may choose to clear spectrum one carrier
at a time. The parties will share equally all costs associated with clearing
spectrum under this Section 2.7.

2.8 Determination of pops. If any provision in this agreement requires the
determination of pops in a given area, then the pops will be determined using
the census block group pop forecast then used by Sprint PCS, except that a
different forecast will be used for any FCC filing and in preparing the
Build-out Plan if required by the FCC. Sprint PCS presently uses the forecast of
Equifax/NDS, but it may choose in its sole discretion to use another service
that provides comparable data.

3. PRODUCTS AND SERVICES; IXC SERVICES

3.1 Sprint PCS Products and Services. Manager must offer for sale, promote
and support all Sprint PCS Products and Services within the Service Area, unless
the parties otherwise agree in advance in writing. Within the Service Area,
Manager may only sell, promote and support wireless products and services that
are Sprint PCS Products and Services or are other products and services
authorized under Section 3.2. The Sprint PCS Products and Services as of the
date of this agreement are attached as Exhibit 3.1. Sprint PCS may modify the
Sprint PCS Products and Services from time to time in its sole discretion by
delivering to Manager a new Exhibit 3.1. If Sprint PCS begins offering
nationally a Sprint PCS Product or Service that is a Manager's Product or
Service, such Manager's Product or Service will become a Sprint PCS Product or
Service under this agreement.

3.2 Other Products and Services. Manager may offer wireless products and
services that are not Sprint PCS Products and Services, on the terms Manager
determines, if the offer of the additional products and services:

(a) does not violate the obligations of Manager under this
agreement;

(b) does not cause distribution channel conflict with or consumer
confusion regarding Sprint PCS' regional and national offerings of Sprint PCS
Products and Services;

(d) does not materially impede the development of the Sprint PCS
Network.

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Manager will not offer any products or services under this Section 3.2
that are confusingly similar to Sprint PCS Products and Services. Manager must
request that Sprint PCS determine whether Sprint PCS considers a product or
service to be confusingly similar to any Sprint PCS Products and Services by
providing advance written notice to Sprint PCS that describes those products and
services that could be interpreted to be confusingly similar to Sprint PCS
Products and Services. If Sprint PCS fails to provide a response to Manager
within 30 days after receiving the notice, then the products and services are
deemed to create confusion with the Sprint PCS Products and Services and the
request therefore rejected. In rejecting any request Sprint PCS must provide the
reasons for the rejection. If the rejection is based on Sprint PCS' failure to
respond within 30 days and Manager requests an explanation for the deemed
rejection, then Sprint PCS must provide within 30 days the reasons for the
rejection.

3.3 Cross-selling with Sprint. Manager and Sprint and Sprint's Related
Parties may enter into arrangements to sell Sprint's services, including long
distance service (except those long distance services governed by Section 3.4),
Internet access, customer premise equipment, prepaid phone cards, and any other
services that Sprint or its Related Parties make available from time to time.
Sprint's services may be packaged with the Sprint PCS Products and Services.

If Manager chooses to resell the long distance services, Internet access
or competitive local telephone services including prepaid phone cards, of third
parties (other than Manager's Related Parties), Manager will give Sprint the
right of last offer to provide those services on the same terms and conditions
as the offer to which Manager is prepared to agree, subject to the terms of any
existing agreements Manager was subject to prior to execution of this agreement.

If Sprint sells Sprint PCS Products and Services in the Service Area,
Manager will provide such Sprint PCS Products and Services to such customers in
accordance with the terms and conditions of the Sprint PCS National or Regional
Distribution Program Requirements.

3.4 IXC Services. Manager must purchase from Sprint long distance
telephony services for the Sprint PCS Products and Services at wholesale rates.
Long distance telephone calls are those calls between the local calling area for
the Service Area Network and areas outside the local calling area. The local
calling area will be defined by mutual agreement of Sprint PCS and Manager. If
the parties cannot agree on the extent of the local calling area they will
resolve the matter through the dispute resolution process in Section 14. Any
arrangement must have terms at least as favorable to Manager (in all material
respects) as those offered by Sprint to any wholesale customer of Sprint in
comparable circumstances (taking into consideration volume, traffic patterns,
etc.). If Manager is bound by an agreement for these services and the agreement
was not made in anticipation of this agreement, then the requirements of this
Section 3.4 do not apply during the term of the other agreement. If the other
agreement terminates for any reason then the requirements of this Section 3.4 do
apply.

3.5 Resale of Products and Services.

3.5.1 Mandatory Resale of Products and Services. Sprint PCS is
subject to FCC rules that require it to allow its service plans to be resold by
a purchaser of the service plan. Sprint PCS will not grant the purchaser of a
service plan the right to use any of the support services offered by Sprint PCS,
including customer care, billing, collection, and advertising, nor the right to
use the Brands. The reseller only has the right to use the service purchased.
Consequently, Manager agrees not to interfere with any purchaser of the Sprint
PCS Products or Services who resells the service plans in accordance with this
agreement and applicable law. Manager will notify purchaser that the purchaser
does not have a right to use the Brands or Sprint PCS, support services. In
addition, Manager will notify Sprint PCS if it reasonably believes a reseller of
retail service plans is using the support services or Brands.

3.5.2 Voluntary Resale of Products and Services. Sprint PCS may
choose to offer a resale product under which resellers will resell Sprint PCS
Products and Services under brand names other than the Brands, except Sprint PCS
may permit the resellers to use the Brands for limited purposes related to the
resale of

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Sprint PCS Products and Services (e.g., to notify people that the handsets of
the resellers will operate on the Sprint PCS Network). The resellers may also
provide their own support services (e.g., customer care and billing) or may
purchase the support services from Sprint PCS.

If Sprint PCS chooses to offer a voluntary resale product, it will adopt a
program that will be a Program Requirement under this agreement and that
addresses the manner in which Manager and Other Managers interact with the
resellers. Manager must agree to comply with the terms of the program, including
its pricing provisions, if Manager wants handsets of subscribers of resellers
with NPA-NXXs of Manager to be activated. Usage of telecommunications services
while in the Service Area by subscribers of resellers with NPA-NXXs from outside
the Service Area will be subject to the pricing provisions of the Sprint PCS
Roaming and Inter Service Area Program for roaming and inter service area
pricing between Manager and Sprint PCS unless Manager agrees in writing to
different pricing.

Except as required under the regulations and rules concerning mandatory
resale. Manager may not sell Sprint PCS Products and Services for resale unless
Sprint PCS consents to such sales in advance in writing.

3.6 Non-competition. Neither Manager nor any of its Related Parties may
offer Sprint PCS Products and Services outside of the Service Area without the
prior written approval of Sprint PCS.

Within the Service Area, Manager and Manager's Related Parties may offer,
market or promote telecommunications products or services only under the
following brands:

(a) products or services with the Brands;

(b) other products and services approved under Section 3.2;

(d) products or services with the brands of Manager's Related
Parties.

except no brand of a significant competitor of Sprint PCS or its Related Parties
in the telecommunications business may be used by Manager or Manager's Related
Parties on these products and services.

If Manager or any of its Related Parties has licenses to provide broadband
personal communication services outside the Service Area, neither Manager nor
such Related Party may utilize the spectrum to offer Sprint PCS Products and
Services without prior written consent from Sprint PCS. Additionally, when
Manager's customers from inside the Service Area travel or roam to other
geographic areas, Manager will route the customers' calls, both incoming and
outgoing, according to the Sprint PCS Network Roaming and Inter Service Area
Program Requirements, without regard to any wireless networks operated by
Manager or its Related Parties. For example, Manager will program the preferred
roaming list for handsets sold in the Service Area to match the Sprint PCS
preferred roaming list.

3.7 Right of Last Offer. Manager will offer to Sprint the right to make to
Manager the last offer to provide backhaul and transport services for call
transport for the Service Area Network, if Manager decides to use third parties
for backhaul and transport services rather than self-provisioning the services
or purchasing the services from Related Parties of Manager. Sprint will have a
reasonable time to respond to Manager's request for last offer to provide
backhaul and transport pricing and services, which will be no greater than 5
Business Days after receipt of the request for the services and pricing from
Manager.

If Manager has an agreement in effect as of the date of this agreement for
these services and the agreement was not made in anticipation of this agreement,
then the requirements of this Section 3.7 do not apply during the

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term of the other agreement. If the other agreement terminates for any reason
then the requirements of this Section 3.7 do apply.

4. MARKETING AND SALES ACTIVITIES

4.1 Sprint PCS National or Regional Distribution Program Requirements.
During the term of this agreement, Manager must participate in any Sprint PCS
National or Regional Distribution Program (as in effect from time to time), and
will pay or receive compensation for its participation in accordance with the
terms and conditions of that program. The Sprint PCS National or Regional
Distribution Program Requirements in effect as of the date of this agreement are
attached as Exhibit 4.1.

4.1.1 Territorial Limitations on Manager's Distribution Activities.
Neither Manager nor any of its Related Parties will market, sell or distribute
Sprint PCS Products and Services outside of the Service Area, except:

(a) as otherwise agreed upon by the parties in advance in writing;
or

(b) Manager may place advertising in media that has distribution
outside of the Service Area, so long as that advertising is intended by Manager
to reach primarily potential customers within the Service Area.

4.1.2 Settlement of Equipment Sales. Sprint PCS will establish a
settlement policy and process that will be included in the Sprint PCS National
or Regional Distribution Program Requirements to:

(a) reconcile sales of subscriber equipment made in the service
areas of Sprint PCS or Other Managers of Sprint PCS, that result in activations
in the Service Area; and

(b) reconcile sales of subscriber equipment made in the Service Area
that result in activations in service areas of Sprint PCS or Other Managers.

In general, the policy will provide that the party in whose service area
the subscriber equipment is activated will be responsible for the payment of any
subsidy (i.e., the difference between the price paid to the manufacturer and the
suggested retail price for direct channels or the difference between the price
paid to the manufacturer and the wholesale price for third party retailers) and
for other costs associated with the sale, including logistics, inventory
carrying costs, direct channel commissions and other retailer compensation.

4.1.3 Use of Third-Party Distributors.

(a) Manager may request that Sprint PCS and a local distributor
enter into Sprint PCS' standard distribution agreement regarding the purchase
from Sprint PCS of handsets and accessories. Sprint PCS will use commercially
reasonable efforts to reach agreement with the local distributor. Sprint PCS may
refuse to enter into a distribution agreement with a distributor for any
reasonable reason, including that the distributor fails to pass Sprint PCS' then
current credit and background checks or the distributor fails to agree to the
standard terms of the Sprint PCS distribution agreement. Any local distributor
will be subject to the terms of the Trademark License Agreements or their
equivalent. Manager will report to Sprint PCS the activities of any local
distributor that Manager believes to be in violation of the distribution
agreement.

(b) Manager may establish direct local distribution programs in
accordance with the Sprint PCS National or Regional Distribution Program
Requirements, subject to the terms and conditions of the Trademark License
Agreements and the non-competition and other provisions contained in this
agreement. If Manager sells Sprint PCS handsets and accessories directly to a
local distributor:

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(i) Sprint PCS has the right to approve or disapprove a
particular distributor,

(ii) Manager is responsible for such distributor's compliance
with the terms of the Trademark License Agreements and the other
provisions contained in this agreement, and

(iii) Manager must retain the right to terminate the
distribution rights of the local distributor when so instructed by Sprint
PCS (even if Sprint PCS initially approved or did not exercise its right
to review the distributor).

4.2 Sprint PCS National Accounts Program Requirements. During the term of
this agreement. Manager must participate in the Sprint PCS National Accounts
Program (as in effect from time to time), and will be entitled to compensation
for its participation and will be required to pay the expenses of the program in
accordance with the terms and conditions of that program. The Sprint PCS
National Accounts Program Requirements in effect as of the date of this
agreement are attached as Exhibit 4.2.

4.3 Sprint PCS Roaming and Inter Service Area Program Requirements.
Manager will participate in the Sprint PCS Roaming and Inter Service Area
Program established and implemented by Sprint PCS, including roaming price plans
and inter-carrier settlements. The Sprint PCS Roaming and Inter Service Area
Program Requirements in effect as of the date of this agreement are attached as
Exhibit 4.3.

As part of the Sprint PCS Roaming and Inter Service Area Program
Requirements. Sprint PCS will establish a settlement policy and process to
equitably distribute between the members making up the Sprint PCS Network (i.e.,
Sprint PCS, Manager and all Other Managers) the revenues received by one member
for services used by its customers when they travel into other members' service
areas.

4.4 Pricing. Manager will offer and support all Sprint PCS pricing plans
designated for regional or national offerings of Sprint PCS Products and
Services (e.g., national inter service area rates, regional home rates, and
local price points). The Sprint PCS pricing plans as of the date of this
agreement are attached as Exhibit 4.4. Sprint PCS may modify the Sprint PCS
pricing plans from time to time in its sole discretion by delivering to Manager
a new Exhibit 4.4.

Additionally, with prior approval from Sprint PCS, which approval will not
be unreasonably withheld, Manager may establish price plans for Sprint PCS
Products and Services that are only offered in its local market, subject to:

(a) the non-competition and other provisions contained in this
agreement;

(b) consistency with regional and national pricing plans;

(d) capability and cost of implementing rate plans in Sprint PCS
systems (if used).

Manager must provide advance written notice to Sprint PCS with details of
any pricing proposal for Sprint PCS Products or Services in the Service Area. If
Sprint PCS fails to respond to Manager within 10 Business Days after receiving
such notice, then the price proposed for those Sprint PCS Products or Services
is deemed approved.

At the time Sprint PCS approves a pricing proposal submitted by Manager,
Sprint PCS will provide Manager an estimate of the costs and expenses and
applicable time frames required for Sprint PCS to implement the proposed pricing
plan. Manager agrees to promptly reimburse Sprint PCS for any cost or expense
incurred by Sprint PCS to implement such a pricing plan, which will not exceed
the amount estimated by Sprint PCS if Manager waited for Sprint PCS' response to
Manager's proposal.

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4.5 Home Service Area. Sprint PCS and Manager will agree to the initial
home service area for each base station in the Service Area Network prior to the
date the Service Area Network goes into commercial operation. If the parties
cannot agree to the home service area for each base station in the Service Area
Network, then the parties will use the dispute resolution process in Section 14
of this agreement to assign each base station to a home service area.

5. USE OF BRANDS

5.1 Use of Brands.

(a) Manager must enter into the Trademark License Agreements on or
before the date of this agreement.

(b) Manager must use the Brands exclusively in the marketing,
promotion, advertisement, distribution, lease or sale of any Sprint PCS Products
and Services within the Service Area, except Manager may use other brands to the
extent permitted by the Trademark License Agreements and not inconsistent with
the terms of this agreement.

(c) Neither Manager nor any of its Related Parties may market,
promote, advertise, distribute, lease or sell any of the Sprint PCS Products and
Services or Manager's Products and Services on a non-branded, "private label"
basis or under any brand, trademark, trade name or trade dress other than the
Brands, except (i) for sales to resellers required under this agreement, or (ii)
as permitted under the Trademark License Agreements.

(d) The provisions of this Section 5.1 do not prohibit Manager from
including Sprint PCS Products and Services under the Brands within the Service
Area as part of a package with its other products and services that bear a
different brand or trademark. The provisions of this Section 5.1 do not apply to
the extent that they are inconsistent with applicable law or in conflict with
the Trademark License Agreements.

5.2 Conformance to Marketing Communications Guidelines. Manager must
conform to the Marketing Communications Guidelines in connection with the
marketing, promotion, advertisement, distribution, lease and sale of any of the
Sprint PCS Products and Services. The Marketing Communications Guidelines in
effect as of the date of this agreement are attached as Exhibit 5.2. Sprint and
Sprint Spectrum may amend the Marketing Communications Guidelines from time to
time in accordance with the terms of the Trademark License Agreements.

5.3 Joint Marketing With Third Parties.

(a) Manager may engage in various joint marketing activities (e.g.,
promotions with sports teams and entertainment providers or tournament
sponsorships) with third parties in the Service Area from time to time during
the term of this agreement with respect to the Sprint PCS Products and Services,
except that Manager may engage in the joint marketing activities only if the
joint marketing activities:

(i) are conducted in accordance with the terms and conditions
of the Trademark License Agreements and the Marketing Communications
Guidelines;

(ii) do not violate the terms of this agreement;

(iii) are not likely (as determined by Sprint PCS, in its sole
discretion) to cause confusion between the Brands and any other trademark
or service mark used in connection with the activities;

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(iv) are not likely (as determined by Sprint, in its sole
discretion) to cause confusion between the Sprint Brands and any other
trademark or service mark used in connection with the activities; and

(v) are not likely (as determined by Sprint PCS, in its sole
discretion) to give rise to the perception that the Sprint PCS Products
and Services are being advertised, marketed or promoted under any
trademark or service mark other than the Brands, except as provided in the
Trademark License Agreements. Manager will not engage in any activity that
includes co-branding involving use of the Brands (that is, the marketing,
promotion, advertisement, distribution, lease or sale of any of the Sprint
PCS Products and Services under the Brands and any other trademark or
service mark), except as provided in the Trademark License Agreements.

(b) Manager must provide advance written notice to Sprint PCS
describing any joint marketing activities that may:

(i) cause confusion between the Brands and any other trademark
or service mark used in connection with the proposed activities; or

(ii) give rise to the perception that the Sprint PCS Products
and Services are being advertised, marketed or promoted under any
trademark or service mark other than the Brands, except as provided in the
Trademark License Agreements.

(c) If Sprint PCS fails to provide a response to Manager within 20
days after receiving such notice, then the proposed activities are deemed, as
the case may be:

(i) not to create confusion between the Brands and any other
trademark or service mark; or

(ii) not to give rise to the perception that Manager's
products and services are being advertised, marketed or promoted under any
trademark or service mark other than the Brands, except as provided in the
Trademark License Agreements.

5.4 Prior Approval of Use of Brands. Manager must obtain advance written
approval from Sprint for use of the Sprint Brands to the extent required by the
Sprint Trademark and Service Mark License Agreement and from Sprint PCS for use
of the Sprint PCS Brands to the extent required by the Sprint Spectrum Trademark
and Service Mark License Agreement. Sprint PCS will use commercially reasonable
efforts to facilitate any review of Manager's use of the Brands, if Sprint PCS
is included in the review process.

5.5 Duration of Use of Brand. Manager is entitled to use the Brands only
during the term of the Trademark License Agreements and any transition period
during which Manager is authorized to use the Brands following the termination
of the Trademark License Agreements.

6. ADVERTISING AND PROMOTION

6.1 National Advertising and Promotion. Sprint PCS is responsible for (a)
all national advertising and promotion of the Sprint PCS Products and Services,
including the costs and expenses related to national advertising and promotions,
and (b) all advertising and promotion of the Sprint PCS Products and Services in
the markets where Sprint PCS operates without the use of an Other Manager.

6.2 In-Territory Advertising and Promotion. Manager must advertise and
promote the Sprint PCS Products and Services in the Service Area (and may do so
in the areas adjacent to the Service Area so long as

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Manager intends that such advertising or promotion primarily reach potential
customers within the Service Area). Manager must advertise and promote the
Sprint PCS Products and Services in accordance with the terms and conditions of
this agreement, the Trademark License Agreements and the Marketing Communication
Guidelines. Manager is responsible for the costs and expenses incurred by
Manager with respect to Manager's advertising and promotion activities in the
Service Area.

Manager will be responsible for a portion of the cost of any promotion or
advertising done by third party retailers in the Service Area (e.g., Best Buy)
in accordance with any cooperative advertising arrangements based on per unit
handset sales.

Sprint PCS has the right to use in any promotion or advertising done by
Sprint PCS any promotion or advertising materials developed by Manager from time
to time with respect to the Sprint PCS Products and Services. Sprint PCS will
reimburse Manager for the reproduction costs related to such use.

Sprint PCS will make available to Manager the promotion or advertising
materials developed by Sprint PCS from time to time with respect to Sprint PCS
Products and Services in current use by Sprint PCS (e.g., radio ads, television
ads, design of print ads, design of point of sale materials, retail store
concepts and designs, design of collateral). Manager will bear the cost of using
such materials (e.g., cost of local radio and television ad placements, cost of
printing collateral in quantity, and building out and finishing retail stores).

6.3 Review of Advertising and Promotion Campaigns. Sprint PCS and Manager
will jointly review the upcoming marketing and promotion campaigns of Manager
with respect to Sprint PCS Products and Services (including advertising and
promotion expense budgets) and will use good faith efforts to coordinate
Manager's campaign with Sprint PCS' campaign to maximize the market results of
both parties. Sprint PCS and Manager may engage in cooperative advertising or
promotional activities during the term of this agreement as the parties may
agree in writing.

6.4 Public Relations. If Manager conducts local public relations efforts,
then Manager must conduct the local public relations efforts consistent with the
Sprint PCS Communications Policies. The Sprint PCS Communications Policies as of
the date of this agreement are attached as Exhibit 6.4. Sprint PCS may modify
the Sprint PCS Communications Policies from time to time by delivering to
Manager a new Exhibit 6.4.

7. SPRINT PCS TECHNICAL PROGRAM REQUIREMENTS

7.1 Conformance to Sprint PCS Technical Program Requirements.

(a) Manager must meet or exceed the Sprint PCS Technical Program
Requirements established by Sprint PCS from time to time for the Sprint PCS
Network. Manager will be deemed to meet the Sprint PCS Technical Program
Requirements if:

(i) Manager operates the Service Area Network at a level equal
to or better than the lower of the Operational Level of Sprint PCS or the
operational level contemplated by the Sprint PCS Technical Program
Requirements; or

(ii) Sprint PCS is responsible under the Services Agreement to
ensure the Service Area Network complies with the Sprint PCS Technical
Program Requirements.

(b) Manager must demonstrate to Sprint PCS that Manager has complied
with the Sprint PCS Technical Program Requirements prior to connecting the
Service Area Network to the rest of the Sprint PCS Network. Once the Service
Area Network is connected to the Sprint PCS Network, Manager must continue to
comply with the Sprint PCS Technical Program Requirements. Sprint PCS agrees
that the Sprint PCS Technical

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Program Requirements adopted for Manager will be the same Sprint PCS Technical
Program Requirements applied by Sprint PCS to the Sprint PCS Network.

7.2 Establishment of Sprint PCS Technical Program Requirements. Sprint PCS
has delivered to Manager a copy of the current Sprint PCS Technical Program
Requirements, attached as Exhibit 7.2. Sprint PCS drafted the Sprint PCS
Technical Program Requirements to ensure a minimum, base-line level of quality
for the Sprint PCS Network. The Sprint PCS Technical Program Requirements
include standards relating to voice quality, interoperability, consistency
(seamlessness) of coverage, RF design parameters, system design, capacity, and
call blocking ratio. Sprint PCS has selected code division multiple access as
the initial air interface technology for the Sprint PCS Network (subject to
change in accordance with Section 9.1).

7.3 Handoff to Adjacent Networks. If technically feasible and commercially
reasonable, Manager will operate the Service Area Network in a manner that
permits a seamless handoff of a call initiated on the Service Area Network to
any adjacent PCS network that is part of the Sprint PCS Network, as specified in
the Sprint PCS Technical Program Requirements. Sprint PCS agrees that the terms
and conditions for seamless handoffs adopted for the Service Area Network will
be the same as the terms Sprint PCS applies to the other parts of the Sprint PCS
Network for similar configurations of equipment.

8. SPRINT PCS CUSTOMER SERVICE PROGRAM REQUIREMENTS

8.1 Compliance With Sprint PCS Customer Service Program Requirements.
Manager must comply with the Sprint PCS Customer Service Program Requirements in
providing the Sprint PCS Products and Services to any customer of Manager,
Sprint PCS or any Sprint PCS Related Party. Manager will be deemed to meet the
standards if:

(a) Manager operates the Service Area Network at a level equal to or
better than the lower of the Operational Level of Sprint PCS or the operational
level contemplated by the Program Requirements; or

(b) Manager has delegated to Sprint PCS under the Services Agreement
responsibility to ensure the Service Area Network complies with the Sprint PCS
Customer Service Standards.

Sprint PCS has delivered to Manager a copy of the Sprint PCS Customer
Service Standards, which are attached as Exhibit 8.1.

9. SPRINT PCS PROGRAM REQUIREMENTS

9.1 Program Requirements Generally. This agreement contains numerous
references to Sprint PCS National and Regional Distribution Program
Requirements, Sprint PCS National Accounts Program Requirements, Sprint PCS
Roaming and Inter Service Area Program Requirements, Sprint PCS Technical
Program Requirements and Sprint PCS Customer Service Program Requirements. This
agreement also provides under Section 3.5.2 for the offering by Sprint PCS of a
voluntary resale product through a program, which program, if adopted, will be a
Program Requirement under this agreement. Sprint PCS may unilaterally amend from
time to time in the manner described in Section 9.2 all Program Requirements
mentioned in this agreement. The most current version of the Program
Requirements mentioned in the first sentence of this Section 9.1 have been
provided to Manager. Manager has reviewed the Program Requirements and adopts
them for application in the Service Area.

9.2 Amendments to Program Requirements. Sprint PCS may amend any of the
Program Requirements, subject to the following conditions:

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(a) The applicable Program Requirements, as amended, will apply
equally to Manager, Sprint PCS and each Other Manager, except if Manager and
Sprint PCS agree otherwise or if Sprint PCS grants a waiver to Manager. Sprint
PCS may grant waivers to Other Managers without affecting Manager's obligation
to comply with the Program Requirements;

(b) Each amendment will be reasonably required to fulfill the
purposes set forth in Section 1.2 with respect to uniform and consistent
operations of the Sprint PCS Network and the presentation of Sprint PCS Products
and Services to customers in a uniform and consistent manner;

(c) Each amendment will otherwise be on terms and conditions that
are commercially reasonable with respect to the construction, operation and
management of the Sprint PCS Network. With respect to any amendment to the
Program Requirements. Sprint PCS will provide for reasonable transition periods
and, where appropriate, may provide for grandfathering provisions for existing
activities by Manager that were permitted under the applicable Program
Requirements before the amendment;

(d) Sprint PCS must give Manager reasonable, written notice of the
amendment, but in any event the notice will be given at least 30 days prior to
the effective date of the amendment; and

(e) Manager must implement any changes in the Program Requirements
within a commercially reasonable period of time unless otherwise consented to by
Sprint PCS. Sprint PCS will determine what constitutes a commercially reasonable
period of time taking into consideration relevant business factors, including
the strategic significance of the changes to the Sprint PCS Network, the
relationship of the changes to the yearly marketing cycle, and the financial
demands on and capacity generally of Other Managers. Notwithstanding the
preceding two sentences, Manager will not be required to implement any change in
the Service Area Network or the business of Manager required by an amendment to
a Program Requirement until Sprint PCS has implemented the required changes in
substantially all of that portion of the Sprint PCS Network that Sprint PCS
operates without the use of a manager or affiliate, unless the amendment to the
Program Requirement relates to an obligation regarding the Service Area Network
mandated by law. When necessary for reasons related to new technical standards,
new equipment or strategic reasons, Sprint PCS can require Manager to implement
the changes in the Service Area Network or Manager's business concurrently with
Sprint PCS, in which case Sprint PCS will reimburse Manager for its costs and
expenses if Sprint PCS discontinues the Program Requirement changes prior to
implementation.

Sprint PCS may grant Manager appropriate waivers and variances from the
requirements of any Program Requirements. Sprint PCS has the right to adopt any
Program Requirements that implement any obligation regarding the Service Area
Network mandated by law.

Any costs and expenses incurred by Manager in connection with conforming
to any change to the Program Requirements during the term of this agreement are
the responsibility of Manager.

9.3 Manager's Right to Request Review of Changes. If Sprint PCS announces
a change to a Program Requirement that will:

(a) cause the Manager to spend an additional amount greater than 5%
of Manager's shareholders equity or capital account plus Manager's long-term
debt (i.e., notes that mature more than one year from the date issued), as
reflected on Manager's books; or

(b) cause the long term operating expenses of Manager on a per unit
basis using a 10-year time frame to increase by more than 10% on a net present
value basis.

then Manager may give Sprint PCS a written notice requesting Sprint PCS to
reconsider the change.

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The Sprint PCS Vice President or the designee of the Sprint PCS Chief
Officer in charge of the group that manages the Sprint PCS relationship with
Manager will review Manager's request and render a decision regarding the
change. If after the review and decision by the Vice President or designee,
Manager is still dissatisfied, then Manager may ask that the Chief Officer to
whom the Vice President or designee reports review the matter. If Sprint PCS
still requires Manager to implement the change to the Program Requirement
following the Chief Officer's review, then upon Manager's failure to implement
the change an Event of Termination will be deemed to have occurred under Section
11.3.3, Manager will not have a right to cure such breach, and Sprint PCS may
exercise its rights and remedies under Section 11.6.

9.4 Sprint PCS' Right to Implement Changes. If Manager requests Sprint PCS
to reconsider a change to a Program Requirement as permitted under Section 9.3
and Sprint PCS decides it will not require Manager to make the change, Sprint
PCS may, but is not required to, implement the change at Sprint PCS' expense, in
which event Manager will be required to operate the Service Area Network, as
changed, but Sprint PCS will be entitled to any revenue derived from the change.

9.5 Rights of Inspection. Sprint PCS and its authorized agents and
representatives may enter upon the premises of any office or facility operated
by or for Manager at any time, with reasonable advance notice to Manager if
possible, to inspect, monitor and test in a reasonable manner the Service Area
Network, including the facilities, equipment, books and records of Manager, to
ensure that Manager has complied or is in compliance with all covenants and
obligations of Manager under this agreement, including Manager's obligation to
conform to the Program Requirements. The inspection, monitoring and testing may
not disrupt the operations of the office or facility, nor impede Manager's
access to the Service Area Network.

9.6 Manager's Responsibility to Interface with Sprint PCS. Manager will
use platforms fully capable of interfacing with the Sprint PCS platforms in
operating the Service Area Network and in providing Sprint PCS Products and
Services. Manager will pay the expense of making its platforms fully capable of
interfacing with Sprint PCS, including paying for the following:

(i) connectivity;

(ii) any changes that Manager requests Sprint PCS to make to
Sprint PCS systems to interconnect with Manager's systems that Sprint PCS,
in its sole discretion, agrees to make;

(iii) equipment to run Manager's software;

(iv) license fees for Managers software; and

(v) Manager's upgrades or changes to its platforms.

10. FEES

10.1 Fees and Payments.

10.1.1 Fee Based on Collected Revenues. Sprint PCS will pay to
Manager a weekly fee equal to 92 % of Collected Revenues for the week for all
obligations of Manager under this Agreement. The fee will be due on Thursday of
the week following the week for which the fee is calculated.

10.1.2 Payment of Universal Service Funds. Sprint PCS and Manager
will share any federal and state subsidy funds (e.g., payments by a state of
universal service fund subsidies to Sprint PCS or Manager), if any, received by
Sprint PCS or Manager for customers who reside in the portion of the Service
Area

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served by the Service Area Network. Manager is entitled to 92% of' any amount
received by either party and Sprint PCS is entitled to 8% of such amounts.

10.1.3 Inter Service Area Fees. Sprint PCS will pay to Manager
monthly a fee as set out in the Sprint PCS Roaming and Inter Service Area
Program, for each minute of use that a customer of Sprint PCS or one of the
Other Managers whose NPA-NXX is not assigned to the Service Area Network uses
the Service Area Network. Manager will pay to Sprint PCS a fee, as set out in
the Sprint PCS Roaming and Inter Service Area Program, for each minute of use
that a customer whose NPA-NXX is assigned to the Service Area Network uses a
portion of the Sprint PCS Network other than the Service Area Network. Manager
acknowledges that the manner in which the NPA-NXX is utilized could change,
which will require a modification in the manner in which the inter service area
fees, if any, will be calculated.

10.1.4 Interconnect Fees. Manager will pay to Sprint PCS (or to
other carriers as appropriate) monthly the interconnect fees, if any, as
provided under Section 1 .4.

10.1.5 Outbound Roaming Fees. If not otherwise provided under any
Program Requirement:

(a) Sprint PCS will pay to Manager monthly the amount of Outbound
Roaming fees that Sprint PCS collects for the month from end users whose NPA-NXX
is assigned to the Service Area; and

(b) Manager will pay to Sprint PCS (or to a clearinghouse or other
carrier as appropriate) the direct cost of providing the capability for the
Outbound Roaming, including any amounts payable to the carrier that handled the
roaming call and the clearinghouse operator.

10.1.6 Reimbursements. Manager will pay to or reimburse Sprint PCS
for any amounts that Sprint PCS is required to pay to a third party (e.g., a
telecommunications carrier) to the extent Sprint PCS already paid such amount to
Manager under this Section 10.

10.2 Monthly True Up. Manager will report to Sprint PCS monthly the amount
of Collected Revenues received directly by the Manager (e.g., customer mails
payment to the business address of Manager rather than to the lockbox or a
customer pays a direct sales force representative in cash). Sprint PCS will on a
monthly basis true up the fees and payments due under Section 10.1 against the
actual payments made by Sprint PCS to Manager. Sprint PCS will provide to
Manager a true up report each month showing the true up and the net amount due
from one party to the other, if any. If the weekly payments made to Manager
exceed the actual fees and payments due to Manager, then Manager will remit the
amount of the overpayment to Sprint PCS within 5 Business Days after receiving
the true up report from Sprint PCS. If the weekly payments made to Manager are
less than the actual fees and payments due to Manager, then Sprint PCS will
remit the shortfall to Manager within 5 Business Days after sending the true up
report to Manager.

If a party disputes any amount on the true up report, the disputing party
must give the other party written notice of the disputed amount and the reason
for the dispute within 90 days after it receives the true up report. The dispute
will be resolved through the dispute resolution process in Section 14. The
parties must continue to pay to the other party any undisputed amounts owed
under this agreement during the dispute resolution process. The dispute of an
item does not stay or diminish a party's other rights and remedies under this
agreement.

10.3 Taxes. Manager will pay or reimburse Sprint PCS for any sales, use,
gross receipts or similar tax, administrative fee, telecommunications fee or
surcharge for taxes or fees levied by a governmental authority on the fees and
charges payable by Sprint PCS to Manager.

Manager will report all taxable property to the appropriate taxing
authority for ad valorem tax purposes. Manager will pay as and when due all
taxes, assessments, liens, encumbrances, levies, and other charges against the

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real estate and personal property owned by Manager or used by Manager in
fulfilling its obligations under this agreement.

Manager is responsible for paying all sales, use, or similar taxes on the
purchase and use of its equipment, advertising, and other goods or services in
connection with this agreement.

10.4 Collected Revenues Definition. "Collected Revenues" means actual
payments received by or on behalf of Sprint PCS or Manager for Sprint PCS
Products and Services from others, including the customers, whose NPA-NXX is the
same as that for the portion of the Service Area served by the Service Area
Network. In determining Collected Revenues the following principles will apply.

(a) The following items will be treated as follows:

(i) Collected Revenues do not include revenues from federal
and state subsidy funds; they are handled separately as noted in Section
10.1.2;

(ii) Collected Revenues do include any amounts received for
the payment of Inbound Roaming charges and interconnect fees when calls
are carried on the Service Area Network; and

(iii) Collected Revenues do not include any amounts received
with respect to any changes made by Sprint PCS under Section 9.4.

(b) The following items are not Collected Revenues; Sprint PCS is
obligated to remit the amounts received with respect to such items, if any, to
Manager, as follows:

(i) inter service area payments will be paid as provided under
Section 10.1.3;

(ii) Outbound Roaming and related charges will be paid as
provided under Section 10.1.5;

(iii) proceeds from the sale or lease of subscriber equipment
and accessories will be paid to Manager, subject to the equipment
settlement process in Section 4.1.2;

(iv) proceeds from sales not in the ordinary course of
business (e.g., sales of switches, cell sites, computers, vehicles or
other fixed assets);

(v) any amounts collected with respect to sales and use taxes,
gross receipts taxes, transfer taxes, and similar taxes, administrative
fees, telecommunications fees, and surcharges for taxes and fees that are
collected by a carrier for the benefit of a governmental authority,
subject to Manager's obligation under Section 10.3; and

(vi) Manager will be entitled to 100% of all revenues received
by Sprint PCS with respect to sales of Manager's Products and Services.

(c) The following items are not Collected Revenues: neither party is
obligated to remit any amounts respecting such items:

(i) reasonable adjustments of a customer's account (e.g., if
Sprint PCS or Manager reduces a customer's bill, then the amount of the
adjustment is not Collected Revenues); and

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(ii) amount of bad debt and fraud associated with customers
whose NPA-NXX is assigned to the Service Area (e.g., if Sprint PCS or
Manager writes off a customer's bill as a bad debt, there are no Collected
Revenues on which a fee is due to Manager).

10.5 Late Payments. Any amount due under this Section 10 that is not paid
by one party to the other party in accordance with the terms of this agreement
will bear interest at the Default Rate beginning (and including) the 3rd day
after the due date until (and including) the date paid.

10.6 Setoff Right If Failure To Pay Amounts Due. If Manager fails to pay
any undisputed amount due Sprint PCS or a Related Party of Sprint PCS under this
agreement, the Services Agreement, or any other agreement with Sprint PCS or a
Related Party of Sprint PCS, then Sprint PCS may setoff against its payments to
Manager under this Section 10, the following amounts:

(a) any amount that Manager owes to Sprint PCS or a Related Party of
Sprint PCS, including amounts due under the Services Agreement; and

(b) any amount that Sprint PCS reasonably estimates will be due to
Sprint PCS for the current month under the Services Agreement (e.g., if under
the Services Agreement customer care calls are billed monthly, Sprint PCS can
deduct from the weekly payment to Manager an amount Sprint PCS reasonably
estimates will be due Sprint PCS on account of such customer care calls under
the Services Agreement).

On a monthly basis Sprint PCS will true up the estimated amounts deducted
against the actual amounts due Sprint PCS and Sprint PCS' Related Parties. If
the estimated amounts deducted by Sprint PCS exceed the actual amounts due to
Sprint PCS and Sprint PCS' Related Parties, then Sprint PCS will remit the
excess to Manager with the next weekly payment. If the estimated amounts
deducted are less than the actual amounts due to Sprint PCS and its Related
Parties, then Sprint PCS may continue to setoff the payments to Manager against
the amounts due to Sprint PCS and Sprint PCS' Related Parties. This right of
setoff is in addition to any other right that Sprint PCS may have under this
agreement.

11. TERM; TERMINATION; EFFECT OF TERMINATION

11.1 Initial Term. This agreement commences on the date of execution and,
unless terminated earlier in accordance with the provisions of this Section 11,
continues for a period of 20 years (the "Initial Term").

11.2 Renewal Terms. Following expiration of the Initial Term, this
agreement will automatically renew for 3 successive 10-year renewal periods (for
a maximum of 50 years including the Initial Term), unless at least 2 years prior
to the commencement of any renewal period either party notifies the other party
in writing that it does not wish to renew this agreement.

11.2.1 Non-renewal Rights of Manager. If this agreement will
terminate because Sprint PCS gives Manager timely written notice of non-renewal
of this agreement, then Manager may exercise its rights under Section 11.2.1.1
or, if applicable, its rights under Section 11.2.1.2.

11.2.1.1 Manager's Put Right. Manager may within 30 days after
the date Sprint PCS gives notice of non-renewal put to Sprint PCS all of the
Operating Assets. Sprint PCS will pay to Manager for the Operating Assets an
amount equal to 80% of the Entire Business Value. The closing of the purchase of
the Operating Assets will occur within 20 days after the later of (a) the
receipt by Sprint PCS of the written notice of determination of the Entire
Business Value provided by the appraisers under Section 11.7 or (b) the receipt
of all materials required to be delivered to Sprint PCS under Section 11.8. Upon
closing the purchase of the Operating Assets this agreement will be deemed
terminated. The exercise of the put, the determination of the Operating

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Assets, the representations and warranties made by Manager with respect to the
Operating Assets and the business, and the process for closing the purchase will
be subject to the terms and conditions set forth in Section 11.8.

11.2.1.2 Manager's Purchase Right.

(a) If Sprint PCS owns 20 MHz or more of PCS spectrum in
the Service Area under the License on the date this agreement is
executed, then Manager may within 30 days after the date Sprint PCS
gives notice of non-renewal declare its intent to purchase the
Disaggregated License. Subject to receipt of FCC approval of the
necessary disaggregation and partition, Manager may purchase from
Sprint PCS the Disaggregated License for an amount equal to the
greater of (1) the original cost of the License to Sprint PCS (pro
rated on a pops and spectrum basis) plus the microwave relocation
costs paid by Sprint PCS or (2) 10% of the Entire Business Value.

(b) Upon closing the purchase of the spectrum this
agreement will be deemed terminated. The closing of the purchase of
the Disaggregated License will occur within the later of:

(1) 20 days after the receipt by Manager of the
written notice of determination of the Entire Business Value
by the appraisers under Section 11.7; or

(2) 10 days after the approval of the sale of the
Disaggregated License by the FCC.

(c) The exercise of the purchase right, the
determination of the geographic extent of the Disaggregated License
coverage, the representations and warranties made by Sprint PCS with
respect to the Disaggregated License, and the process for closing
the purchase will be subject to the terms and conditions set forth
in Section 11.8.

(d) After the closing of the purchase Manager will
allow:

(1) subscribers of Sprint PCS to roam on Manager's
network; and

(2) Sprint PCS to resell Manager's Products and
Services.

Manager will charge Sprint PCS a MFN price in either case.

11.2.2 Non-renewal Rights of Sprint PCS. If this agreement will
terminate because of any of the following five (5) events, then Sprint PCS may
exercise its rights under Section 11.2.2.1 or, if applicable, its rights under
Section 11.2.2.2:

(a) Manager gives Sprint PCS timely written notice of non-renewal of
this agreement;

(b) both parties give timely written notices of non-renewal;

(d) either party elects to terminate this agreement under Section
11.3.4(a); or

(e) Manager elects to terminate this agreement under Section
11.3.4(b).

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11.2.2.1 Sprint PCS' Purchase Right. Sprint PCS may purchase
from Manager all of the Operating Assets. Sprint PCS will pay to Manager an
amount equal to 80% of the Entire Business Value. The closing of the purchase of
the Operating Assets will occur within 20 days after the later of (a) the
receipt by Sprint PCS of the written notice of determination of the Entire
Business Value provided by the appraisers under Section 11 .7 or (b) the receipt
of all materials required to be delivered to Sprint PCS under Section 11.8. Upon
closing the purchase of the Operating Assets this agreement will be deemed
terminated. The exercise of the purchase right, the determination of the
Operating Assets, the representations and warranties made by Manager with
respect to the Operating Assets and the business, and the process for closing
the purchase will be subject to the terms and conditions set forth in Section
11.8.

11.2.2.2 Sprint PCS' Put Right.

(a) Sprint PCS may, subject to receipt of FCC approval,
put to Manager the Disaggregated License for a purchase price equal
to the greater of (1) the original cost of the License to Sprint PCS
(pro rated on a pops and spectrum basis) plus the microwave
relocation costs paid by Sprint PCS or (2) 10% of the Entire
Business Value.

(b) Upon closing the purchase of the Disaggregated
License this agreement will be deemed terminated. The closing of the
purchase of the Disaggregated License will occur within the later
of:

(1) 20 days after the receipt by Sprint PCS of the
written notice of determination of the Entire Business Value
by the appraisers under Section 11.7; or

(2) 10 days after the approval of the sale of the
Disaggregated License by the FCC.

(c) The exercise of the put, the determination of the
geographic extent of the Disaggregated License coverage, the
representations and warranties made by Sprint PCS with respect to
the Disaggregated License, and the process for closing the purchase
will be subject to the terms and conditions set forth in Section
11.8.

(d) Manager may, within 10 days after it receives notice
of Sprint PCS' exercise of its put, advise Sprint PCS of the amount
of spectrum (not to exceed 10 MHz) it wishes to purchase. After the
purchase Manager will allow:

(1) subscribers of Sprint PCS to roam on Manager's
network; and

(2) Sprint PCS to resell Manager's Products and
Services.

Manager will charge Sprint PCS a MFN price in either case.

11.2.3 Extended Term Awaiting FCC Approval. If Manager is buying the
disaggregated License as permitted or required under Sections 11.2.1.2 or
11.2.2.2, then the Term of this agreement will extend beyond the original
expiration date until the closing of the purchase of the disaggregated License.
The parties agree to exercise their respective commercially reasonable efforts
to obtain FCC approval of the transfer of the Disaggregated License.

11.3 Events of Termination. An "Event of Termination" is deemed to occur
when a party gives written notice to the other party of the Event of Termination
as permitted below:

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11.3.1 Termination of License.

(a) At the election of either party this agreement
may be terminated at the time the FCC revokes or fails to
renew the License. Unless Manager has the right to terminate
this agreement under Section 11.3.1(b), neither party has any
claim against the other party if the FCC revokes or fails to
renew the License, even if circumstances would otherwise
permit one party to terminate this agreement based on a
different Event of Termination, except that the parties will
have the right to pursue claims against each other as
permitted under Section 11.4(b).

(b) If the FCC revokes or fails to renew the
License because of a breach of this agreement by Sprint PCS,
then Manager has the right to terminate this agreement under
Section 11.3.3 and not this Section 11.3.1.

11.3.2 Breach of Agreement; Payment of Money Terms. At the election
of the non-breaching party this agreement may be terminated upon the failure by
the breaching party to pay any amount due under this agreement or any other
agreement between the parties or their respective Related Parties, if the breach
is not cured within 30 days after the breaching party's receipt of written
notice of the nonpayment from the non-breaching party.

11.3.3 Breach of Agreement; Other Terms. At the election of the
non-breaching party this agreement may be terminated upon the material breach by
the breaching party of any material term contained in this agreement that does
not regard the payment of money, if the breach is not cured within 30 days after
the breaching party's receipt of written notice of the breach from the
non-breaching party, except the cure period will continue for a reasonable
period beyond the 30-day period, but will under no circumstances exceed 180 days
after the breaching party's receipt of written notice of the breach, if it is
unreasonable to cure the breach within the 30-day period, and the breaching
party takes action prior to the end of the 30-day period that is reasonably
likely to cure the breach and continues to diligently take action necessary to
cure the breach.

11.3.4 Regulatory Considerations.

(a) At the election of either party this agreement may
be terminated if this agreement violates any applicable law in any
material respect where such violation (i) is classified as a felony
or (ii) subjects either party to substantial monetary fines or other
substantial damages, except that before causing any termination the
parties must use best efforts to modify this agreement, as necessary
to cause this agreement (as modified) to comply with applicable law
and to preserve to the extent possible the economic arrangements set
forth in this agreement.

(b) At the election of Manager this agreement may be
terminated if the regulatory action described under 11.3.4(a) is the
result of a deemed change of control of the License and the parties
are unable to agree upon a satisfactory resolution of the matter
with the regulatory authority without a complete termination of this
agreement.

11.3.5 Termination of Trademark License Agreements. If either
Trademark License Agreement terminates under its terms, then:

(a) Manager may terminate this agreement if the
Trademark License Agreement terminated because of a breach of the
Trademark License Agreement by Sprint PCS or Sprint; and

(b) Sprint PCS may terminate this agreement if the
Trademark License Agreement terminated because of a breach of the
Trademark License Agreement by Manager.

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11.3.6 Financing Considerations. At the election of Sprint PCS this
agreement may be terminated upon the failure of Manager to obtain the financing
described in Exhibit 1.7 by the deadline(s) set forth on such Exhibit.

11.3.7 Bankruptcy of a Party. At the election of the non-bankrupt
party, this agreement may be terminated upon the occurrence of a Voluntary
Bankruptcy or an Involuntary Bankruptcy of the other party.

"Voluntary Bankruptcy" means:

(a) the inability of a party generally to pay its debts
as the debts become due, or an admission in writing by a party of
its inability to pay its debts generally or a general assignment by
a party for the benefit of creditors;

(b) the filing of any petition or answer by a party
seeking to adjudicate itself a bankrupt or insolvent, or seeking any
liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition for itself or its debts under any
law relating to bankruptcy, insolvency or reorganization or relief
of debtors, or seeking, consenting to, or acquiescing in the entry
of an order for relief or the appointment of a receiver, trustee,
custodian or other similar official for itself or for substantially
all of its property; or

"Involuntary Bankruptcy" means, without the consent or acquiescence of a
party:

(a) the entering of an order for relief or approving a
petition for relief or reorganization;

(b) any petition seeking any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or
other similar relief under any present or future bankruptcy,
insolvency or similar statute, law or regulation;

(d) without the consent or acquiescence of a party, the
entering of an order appointing a trustee, custodian, receiver or
liquidator of party or of all or any substantial part of the
property of the party, which order is not dismissed within 90 days.

11.4 Effect of an Event of Termination.

(a) Upon the occurrence of an Event of Termination, the party with
the right to terminate this agreement or to elect the remedy upon the Event of
Termination, as the case may be, may:

(i) in the case of an Event of Termination under Sections
11.3.1(a) or 11.3.7, give the other party written notice that the
agreement is terminated effective as of the date of the notice, in which
case neither party will have any other remedy or claim for damages (except
any claim the non-bankrupt party has against the bankrupt party and any
claims permitted under Section 11.4(b)); or

(ii) in the case of an Event of Termination other than under
Section 11.3.1(a), give the other party written notice that the party is
exercising one of its rights, if any, under Section 11.5 or Section 11.6.

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(b) If the party terminates this agreement under Section 11.4(a)(i)
then all rights and obligations of each party under this agreement will
immediately cease, except that:

(i) any rights arising out of a breach of any terms of this
agreement will survive any termination of this agreement;

(ii) the provisions described in Section 17.23 will survive
any termination of this agreement;

(iii) the payment obligations under Section 10 will survive
any termination of this agreement if, and to the extent, any costs or fees
have accrued or are otherwise due and owing as of the date of termination
of this agreement from Manager to Sprint PCS or any Sprint PCS Related
Party or from Sprint PCS to Manager or any Manager Related Party;

(iv) either party may terminate this agreement in accordance
with the terms of this agreement without any liability for any loss or
damage arising out of or related to such termination, including any loss
or damage arising out of the exercise by Sprint PCS of its rights under
Section 11.6.3;

(v) Manager will use all commercially reasonable efforts to
cease immediately all of their respective efforts to market, sell, promote
or distribute the Sprint PCS Products and Services;

(vi) Sprint PCS has the option to buy from Manager any new
unsold subscriber equipment and accessories, at the prices charged to
Manager;

(vii) the parties will immediately stop making any statements
or taking any action that might cause third parties to infer that any
business relationship continues to exist between the parties, and where
necessary or advisable, the parties will inform third parties that the
parties no longer have a business relationship; and

(viii) if subscriber equipment and accessories are in transit
when this agreement is terminated. Sprint PCS may, but does not have the
obligation to, cause the freight carrier to not deliver the subscriber
equipment and accessories to Manager but rather to deliver the subscriber
equipment and accessories to Sprint PCS.

(c) If the party exercises its rights under Section 11.4(a)(ii),
this agreement will continue in full force and effect until otherwise
terminated.

(d) If this agreement terminates for any reason other than Manager's
purchase of the Disaggregated License, Manager will not, for 3 years after the
date of termination compile, create, or use for the purpose of selling
merchandise or services similar to any Sprint PCS Products and Services, or
sell, transfer or otherwise convey to a third party, a list of customers who
purchased, leased or used any Sprint PCS Products and Services. Manager may use
such a list for its own internal analysis of its business practices and
operations. If this agreement terminates because of Manager's purchase of the
Disaggregated License, then Sprint PCS will transfer to Manager the Sprint PCS
customers with a MIN assigned to the Service Area covered by the Disaggregated
License, but Sprint PCS retains the customers of a national account and any
resellers who have entered into a resale agreement with Sprint PCS. Manager
agrees not to solicit, directly or indirectly, any customers of Sprint PCS not
transferred to Manager under this Section 11.4(d) for 2 years after the
termination of this agreement, except that Manager's advertising through mass
media will not be considered a solicitation of Sprint PCS customers.

11.5 Manager's Event of Termination Rights and Remedies. In addition to
any other right or remedy that Manager may have under this agreement, the
parties agree that Manager will have the rights and remedies set forth in this
Section 11.5 and that such rights and remedies will survive the termination of
this

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<PAGE>

agreement. If Manager has a right to terminate this agreement as the result of
the occurrence of an Event of Termination under Sections 11.3.2, 11.3.3, 11.3.5
or 11.3.7 (if Manager is the non-bankrupt party), then Manager has the right to
elect one of the following three (3) remedies, except Manager cannot elect its
remedies under Sections 11.5.1 or 11.5.2 during the first 2 years of the Initial
Term with respect to an Event of Termination under Section 11.3.3.

11.5.1 Manager's Put Right. Manager may put to Sprint PCS within 30
days after the Event of Termination all of the Operating Assets. Sprint PCS will
pay to Manager an amount equal to 80% of the Entire Business Value. The closing
of the purchase of the Operating Assets will occur within 20 days after the
later of:

(a) the receipt by Sprint PCS of the written notice of
determination of the Entire Business Value by the appraisers under
Section 11.7; or

(b) the receipt of all materials required to be
delivered to Sprint PCS under Section 11.8.

Upon closing the purchase of the Operating Assets this agreement will be
deemed terminated. The exercise of the put, the determination of the Operating
Assets, the representations and warranties made by the Manager with respect to
the Operating Assets and the business, and the process for closing the purchase
will be subject to the terms and conditions set forth in Section 11.8.

11.5.2 Manager's Purchase Right.

(a) If Sprint PCS owns 20 MHz or more of PCS spectrum in
the Service Area under the License on the date this agreement is
executed, then Manager may, subject to receipt of FCC approval,
purchase from Sprint PCS the Disaggregated License for the greater
of (1) the original cost of the License to Sprint PCS (pro rated on
a pops and spectrum basis) plus the microwave relocation costs paid
by Sprint PCS or (2) 9% (10% minus a 10% penalty) of the Entire
Business Value.

(b) Upon closing the purchase of the Disaggregated
License this agreement will be deemed terminated. The closing of the
purchase of the Disaggregated License will occur within the later
of:

(1) 20 days after the receipt by Manager of the
written notice of determination of the Entire Business Value
by the appraisers under Section 11.7; or

(2) 10 days after the approval of the sale of the
Disaggregated License by the FCC.

The exercise of the purchase right, the determination of the geographic
extent of the Disaggregated License coverage, the representations and warranties
made by Sprint PCS with respect to the Disaggregated License, and the process
for closing the purchase will be subject to the terms and conditions set forth
in Section 11.8.

(1) subscribers of Sprint PCS to roam on Manager's
network; and

(2) Sprint PCS to resell Manager's Product and
Services.

Manager will charge Sprint PCS a MFN price in either case.

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11.5.3 Manager's Action for Damages or Other Relief. Manager, in
accordance with the dispute resolution process in Section 14, may seek damages
or other appropriate relief.

11.6 Sprint PCS' Event of Termination Rights and Remedies. In addition to
any other right or remedy that Sprint PCS may have under this agreement, the
parties agree that Sprint PCS will have the rights and remedies set forth in
this Section 11.6 and that such rights and remedies will survive the termination
of this agreement. If Sprint PCS has a right to terminate this agreement as the
result of the occurrence of an Event of Termination under Sections 11.3.2,
11.3.3, 11.3.5, 11.3.6 or 11.3.7 (if Sprint PCS is the non-bankrupt party), then
Sprint PCS has the right to elect one of the following four (4) remedies, except
that (i) if Sprint PCS elects the remedies under Sections 11.6.1, 11.6.2 or
11.6.4, Sprint PCS may pursue its rights under Section 11.6.3 concurrently with
its pursuit of one of the other three remedies, (ii) Sprint PCS cannot elect its
remedies under Sections 11.6.1 or 11.6.2 during the first 2 years of the Initial
Term with respect to an Event of Termination under Section 11.3.3 (unless the
Event of Termination is caused by a breach related to the Build-out Plan or the
build-out of the Service Area Network), and (iii) Sprint PCS cannot elect its
remedy under Section 11.6.2 during the first 2 years of the Initial Term with
respect to an Event of Termination under Section 11.3.6.

11.6.1 Sprint PCS' Purchase Right. Sprint PCS may purchase from
Manager all of the Operating Assets. Sprint PCS will pay to Manager an amount
equal to 72% (80% minus a 10% penalty) of the Entire Business Value. The closing
of the purchase of the Operating Assets will occur within 20 days after the
later of:

(a) the receipt by Sprint PCS of the written notice of
determination of the Entire Business Value by the appraisers
pursuant to Section 11.7; or

(b) the receipt of all materials required to be
delivered to Sprint PCS under Section 11.8.

Upon closing the purchase of the Operating Assets this agreement will be
deemed terminated. The exercise of the purchase right, the determination of the
Operating Assets. the representations and warranties made by Manager with
respect to the Operating Assets and the business, and the process for closing
the purchase will be subject to the terms and conditions set forth in Section
11.8.

11.6.2 Sprint PCS' Put Right.

(b) Upon closing the purchase of the Disaggregated
License this agreement will be deemed terminated. The closing of the
purchase of the Disaggregated License will occur within the later
of:

(1) 20 days after the receipt by Sprint PCS of the
written notice of determination of the Entire Business Value
by the appraisers under Section 11.7; or

(2) 10 days after the approval of the sale of the
Disaggregated License by the FCC.

(c) The exercise of the put, the determination of the
geographic extent of the Disaggregated License coverage, the
representations and warranties made by Sprint PCS with

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<PAGE>

respect to the Disaggregated License, and the process for closing
the purchase will be subject to the terms and conditions set forth
in Section 11.8.

(1) subscribers of Sprint PCS to roam on Manager's
network; and

(2) Sprint PCS to resell Manager's Products and
Services.

Manager will charge Sprint PCS a MFN price in either case.

11.6.3 Sprint PCS' Right to Cause A Cure.

(a) Sprint PCS' Right. Sprint PCS may, but is not
obligated to, take such action as it deems necessary to cure
Manager's breach of this agreement, including assuming operational
responsibility for the Service Area Network to complete
construction. continue operation, complete any necessary repairs,
implement changes necessary to comply with the Program Requirements
and terms of this agreement, or take such other steps as are
appropriate under the circumstances, or Sprint PCS may designate a
third party or parties to do the same, to assure uninterrupted
availability and deliverability of Sprint PCS Products and Services
in the Service Area, or to complete the build-out of the Service
Area Network in accordance with the terms of this agreement. In the
event that Sprint PCS elects to exercise its right under this
Section 11.6.3, Sprint PCS will give Manager written notice of such
election. Upon giving such notice:

(1) Manager will collect and make available at a
convenient, central location at its principal place of
business, all documents, books, manuals, reports and records
related to the Build-out Plan and required to operate and
maintain the Service Area Network; and

(2) Sprint PCS, its employees, contractors and
designated third parties will have the unrestricted right to
enter the facilities and offices of Manager for the purpose of
curing the breach and, if Sprint PCS deems necessary, operate
the Service Area Network.

Manager agrees to cooperate with and assist Sprint PCS to the extent
requested by Sprint PCS to enable Sprint PCS to exercise its rights under this
Section 11.6.3.

(b) Liability. Sprint PCS' exercise of its rights under
this Section 11.6.3 will not be deemed an assumption by Sprint PCS
of any liability attributable to Manager or any other party, except
that, without limiting the provisions of Section 13, during the
period that Sprint PCS is curing a breach under this agreement or
operating any portion of the Service Area Network pursuant to this
Section 11.6.3, Sprint PCS will indemnify and defend Manager and its
directors, partners, officers, employees and agents from and
against, and reimburse and pay for, all claims, demands, damages,
losses, judgments, awards, liabilities, costs and expenses
(including reasonable attorneys' fees, court costs and other
expenses of litigation), whether or not arising out of third party
claims, in connection with any suit, claim, action or other legal
proceeding relating to the bodily injury, sickness or death of
persons or the damage to or destruction of property, real or
personal, resulting from or arising out of Sprint PCS' negligence or
willful misconduct in curing the breach or in the operation of the
Service Area Network. Sprint PCS' obligation under this Section
11.6.3(b) will not apply to the extent of any claims, demands,
damages, losses,

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judgments, awards, liabilities, costs and expenses resulting from
the negligence or willful misconduct of Manager or arising from any
contractual obligation of Manager.

(c) Costs and Payments. During the period that Sprint
PCS is curing a breach or operating the Service Area Network under
this Section 11.6.3, Sprint PCS and Manager will continue to make
any and all payments due to the other party and to third parties
under this agreement, the Services Agreement and any other
agreements to which such party is bound, except that Sprint PCS may
deduct from its payments to Manager all reasonable costs and
expenses incurred by Sprint PCS in connection with the exercise of
its right under this Section 11.6.3. Sprint PCS' operation of the
Service Area Network pursuant to this Section 11.6.3 is not a
substitution for Manager's performance of its obligations under this
agreement and does not relieve Manager of its other obligations
under this agreement.

(d) Length of Right. Sprint PCS may continue to operate
the Service Area Network in accordance with Section 11.6.3 until (i)
Sprint PCS cures all breaches by Manager under this agreement; (ii)
Manager cures all breaches and demonstrates to Sprint PCS'
satisfaction that it is financially and operationally willing, ready
and able to perform in accordance with this agreement and resumes
such performance; (iii) Sprint PCS consummates the purchase of the
Operating Assets under Section 11.6.1 or the sale of the
Disaggregated License under Section 11.6.2; or (iv) Sprint PCS
terminates this agreement.

(e) Not Under Services Agreement. The exercise by Sprint
PCS of its right under this Section 11.6.3 does not represent
services rendered under the Services Agreement, and therefore it
does not allow Manager to be deemed in compliance with the Program
Requirements under Sections 7.1(a)(ii), 8.1(b).

11.6.4 Sprint PCS' Action for Damages or Other Relief. Sprint PCS,
in accordance with the dispute resolution process in Section 14, may seek
damages or other appropriate relief.

11.7 Determination of Entire Business Value.

11.7.1 Appointment of Appraisers. Sprint PCS and Manager must each
designate an independent appraiser within 30 days after giving the Purchase
Notice under Exhibit 11.8. Sprint PCS and Manager will direct the two appraisers
to jointly select a third appraiser within 15 days after the day the last of
them is appointed. Each appraiser must be an expert in the valuation of wireless
telecommunications businesses. Sprint PCS and Manager must direct the three
appraisers to each determine, within 45 days after the appointment of the last
appraiser, the Entire Business Value. Sprint PCS and Manager will each bear the
costs of the appraiser appointed by it, and they will share equally the costs of
the third appraiser.

11.7.2 Manager's Operating Assets. The following assets are included
in the Operating Assets (as defined in the Schedule of Definitions):

(a) network assets, including all personal property,
real property interests in cell sites and switch sites, leasehold
interests, collocation agreements, easements, and rights-of-way;

(b) all of the real, personal, tangible and intangible
property and contract rights that Manager owns and uses in
conducting the business of providing the Sprint PCS Products and
Services, including the goodwill resulting from Manager's customer
base;

(c) sale and distribution assets primarily dedicated
(i.e., at least 80% of their revenue is derived from the sale of
Sprint PCS Products and Services) to the sale by Manager

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of Sprint PCS Products and Services. For example, a retail store
that derives at least 80% of its revenue from the sale of Sprint PCS
Products and Services is an Operating Asset. A store that derives
65% of its revenue from Sprint PCS Products and Services is not an
Operating Asset;

(d) customers, if any, that use both the other products
and services approved under Section 3.2 and the Sprint PCS Products
and Services;

(e) handset inventory;

(f) books and records of the wireless business,
including all engineering drawings and designs and financial
records; and

(g) all contracts used by Manager in operating the
wireless business including T1 service agreements, service
contracts, interconnection agreements, distribution agreements,
software license agreements, equipment maintenance agreements, sales
agency agreements and contracts with all equipment suppliers.

11.7.3 Entire Business Value. Utilizing the valuation principles set
forth below and in Section 11.7.4, "Entire Business Value" means the fair market
value of Manager's wireless business in the Service Area, valued on a going
concern basis.

(a) The fair market value is based on the price a
willing buyer would pay a willing seller for the entire on-going
business.

(b) The appraisers will use the then-current customary
means of valuing a wireless telecommunications business.

(c) The business is conducted under the Brands and
existing agreements between the parties and their respective Related
Parties.

(d) Manager owns the Disaggregated License (in the case
where Manager will be buying the Disaggregated License under
Sections 11.2.1.2, 11.2.2.2, 11.5.2 or 11.6.2) or Manager owns the
spectrum and the frequencies actually used by Manager under this
agreement (in the case where Sprint PCS will be buying the Operating
Assets under Sections 11.2.1.1, 11.2.2.1, 11.5.1 or 11.6.1).

(e) The valuation will not include any value for the
business represented by Manager's Products and Services or any
business not directly related to Sprint PCS Products and Services.

11.7.4 Calculation of Entire Business Value. The Entire Business
Value to be used to determine the purchase price of the Operating Assets or the
Disaggregated License under this agreement is as follows:

(a) If the highest fair market value determined by the
appraisers is within 10% of the lowest fair market value, then the
Entire Business Value used to determine the purchase price under
this agreement will be the arithmetic mean of the three appraised
fair market values.

(b) If two of the fair market values determined by the
appraisers are within 10% of one another, and the third value is not
within 10% of the other fair market values, then the

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Entire Business Value used to determine the purchase price under
this agreement will be the arithmetic mean of the two more closely
aligned fair market values.

(c) If none of the fair market values is within 10% of
the other two fair market values, then the Entire Business Value
used to determine the purchase price under this agreement will be
the middle value of the three fair market values.

11.8 Closing Terms and Conditions. The closing terms and conditions for
the transactions contemplated in this Section 11 are attached as Exhibit 11.8.

11.9 Contemporaneous and Identical Application. The parties agree that any
action regarding renewal or non-renewal and any Event of Termination will occur
contemporaneously and identically with respect to all Licenses. For example, if
Manager exercises its purchase right under Section 11.5.2, it must exercise such
right with respect to all of the Licenses under this agreement. The Term of this
agreement will be the same for all Licenses: Manager will not be permitted to
operate a portion of the Service Area Network with fewer than all of the
Licenses.

12. BOOKS AND RECORDS; CONFIDENTIAL INFORMATION; INSURANCE

12.1 Books and Records.

12.1.1 General. Each party must keep and maintain books and records
to support and document any fees, costs, expenses or other charges due in
connection with the provisions set forth in this agreement. The records must be
retained for a period of at least 3 years after the fees, costs, expenses or
other charges to which the records relate have accrued and have been paid, or
such other period as may be required by law.

12.1.2 Audit. On reasonable advance notice, each party must provide
access to appropriate records to the independent auditors selected by the other
party for purposes of auditing the amount of fees, costs, expenses or other
charges payable in connection with the Service Area with respect to the period
audited. The auditing party will conduct the audit no more frequently than
annually. If the audit shows that Sprint PCS was underpaid then, unless the
amount is contested, Manager will pay to Sprint PCS the amount of the
underpayment within 10 Business Days after Sprint PCS gives Manager written
notice of the determination of the underpayment. If the audit determines that
Sprint PCS was overpaid then, unless the amount is contested, Sprint PCS will
pay to Manager the amount of the overpayment within 10 Business Days after
Sprint PCS determines Sprint PCS was overpaid. The auditing party will pay all
costs and expenses related to the audit unless the amount owed to the audited
party is reduced by more than 10% or the amount owed by the audited party is
increased by more than 10%, in which case the costs and expenses related to the
audit will be paid by the audited party.

Notwithstanding the above provisions of this Section 12.1.2, rather than
allow Manager's independent auditors access to Sprint PCS' records. Sprint PCS
may provide a report issued in conformity with Statement of Auditing Standard
No. 70 "Reports on the Processing of Transactions by Service Organizations"
("Type II Report" or "Manager Management Report"). Such report will be prepared
by independent auditors and will provide an opinion on the controls placed in
operation and tests of operating effectiveness of those controls in effect at
Sprint PCS over the Manager Management Processes. "Manager Management Processes"
include those services generally provided within the Management Agreement,
primarily billing and collection of Collected Revenues.

12.1.3 Contesting an Audit. If the party that did not select the
independent auditor does not agree with the findings of the audit, then such
party can contest the findings by providing notice of such disagreement to the
other party (the "Dispute Notice"). The date of delivery of such notice is the
"Dispute Notice

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Date." If the parties are unable to resolve the disagreement within 10 Business
Days after the Dispute Notice Date, they will resolve the disagreement in
accordance with the following procedures.

The two parties and the auditor that conducted the audit will all agree on
an independent certified public accountant with a regional or national
accounting practice in the wireless telecommunications industry (the "Arbiter")
within 15 Business Days after the Dispute Notice Date. If, within 15 Business
Days after the Dispute Notice Date, the three parties fail to agree on the
Arbiter, then at the request of either party to this agreement, the Arbiter will
be selected pursuant to the rules then in effect of the American Arbitration
Association. Each party will submit to the Arbiter within 5 Business Days after
its selection and engagement all information reasonably requested by the Arbiter
to enable the Arbiter to independently resolve the issue that is the subject of
the Dispute Notice. The Arbiter will make its own determination of the amount of
fees, costs, expenses or other charges payable under this agreement with respect
to the period audited. The Arbiter will issue a written report of its
determination in reasonable detail and will deliver a copy of the report to the
parties within 10 Business Days after the Arbiter receives all of the
information reasonably requested. The determination made by the Arbiter will be
final and binding and may be enforced by any court having jurisdiction. The
parties will cooperate fully in assisting the Arbiter and will take such actions
as are necessary to expedite the completion of and to cause the Arbiter to
expedite its assignment.

If the amount owed by a contesting party is reduced by more than 10% or
the amount owed to a contesting party is increased by more than 10% then the
non-contesting party will pay the costs and expenses of the Arbiter, otherwise
the contesting party will pay the costs and expenses of the Arbiter.

12.2 Confidential Information.

(a) Except as specifically authorized by this agreement, each of the
parties must, for the Term and 3 years after the date of termination of this
agreement, keep confidential, not disclose to others and use only for the
purposes authorized in this agreement, all Confidential Information disclosed by
the other party to the party in connection with this agreement, except that the
foregoing obligation will not apply to the extent that any Confidential
Information:

(i) is or becomes, after disclosure to a party, publicly known
by any means other than through unauthorized acts or omissions of the
party or its agents; or

(ii) is disclosed in good faith to a party by a third party
entitled to make the disclosure.

(b) Notwithstanding the foregoing, a party may use, disclose or
authorize the disclosure of Confidential Information that it receives that:

(i) has been published or is in the public domain, or that
subsequently comes into the public domain, through no fault of the
receiving party;

(ii) prior to the effective date of this agreement was
properly within the legitimate possession of the receiving party, or
subsequent to the effective date of this agreement, is lawfully received
from a third party having rights to publicly disseminate the Confidential
Information without any restriction and without notice to the recipient of
any restriction against its further disclosure;

(iii) is independently developed by the receiving party
through persons or entities who have not had, either directly or
indirectly, access to or knowledge of the Confidential Information;

(iv) is disclosed to a third parry consistent with the terms
of the written approval of the party originally disclosing the
information;

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(v) is required by the receiving party to be produced under
order of a court of competent jurisdiction or other similar requirements
of a governmental agency, and the Confidential Information will otherwise
continue to be Confidential Information required to be held confidential
for purposes of this agreement;

(vi) is required by the receiving party to be disclosed by
applicable law or a stock exchange or association on which the receiving
party's securities (or those of its Related Parties) are or may become
listed; or

(vii) is disclosed by the receiving party to a financial
institution or accredited investor (as that term is defined in Rule 501(a)
under the Securities Act of 1933) that is considering providing financing
to the receiving party and which financial institution or accredited
investor has agreed to keep the Confidential Information confidential in
accordance with an agreement at least as restrictive as this Section 12.2.

(c) Notwithstanding the foregoing, Manager and Sprint PCS authorize
each other to disclose to the public in regulatory filings the other's identity
and the Service Area to be developed and managed by Manager, and Manager
authorizes Sprint PCS to mention Manager and the Service Area in public
relations announcements.

(d) The party making a disclosure under Sections 12.2(b)(v),
12.2(b)(vi) or 12.2(b)(vii) must inform the disclosing party as promptly as is
reasonably necessary to enable the disclosing party to take action to, and use
the party's reasonable best efforts to, limit the disclosure and maintain
confidentiality to the extent practicable.

(e) Manager will not except when serving in the capacity of Manager
under this agreement, use any Confidential Information of any kind that it
receives under or in connection with this agreement. For example, if Manager
operates a wireless company in a different license area, Manager may not use any
of the Confidential Information received under or in connection with this
agreement in operating the other wireless business.

12.3 Insurance.

12.3.1 General. During the term of this agreement, Manager must
obtain and maintain, and will cause any subcontractors to obtain and maintain,
with financially reputable insurers licensed to do business in all jurisdictions
where any work is performed under this agreement and who are reasonably
acceptable to Sprint PCS, the insurance described in the Sprint PCS Insurance
Requirements. The Sprint PCS Insurance Requirements as of the date of this
agreement are attached as Exhibit 12.3. Sprint PCS may modify the Sprint PCS
Insurance Requirements as is commercially reasonable from time to time by
delivering to Manager a new Exhibit 12.3.

12.3.2 Waiver of Subrogation. Manager must look first to any
insurance in its favor before making any claim against Sprint PCS or Sprint, and
their respective directors, officers, employees, agents or representatives for
recovery resulting from injury to any person (including Manager's or its
subcontractor's employees) or damage to any property arising from any cause,
regardless of negligence. Manager does hereby release and waive to the fullest
extent permitted by law, and will cause its respective insurers to waive, all
rights of recovery by subrogation against Sprint PCS or Sprint, and their
respective directors, officers, employees, agents or representatives.

12.3.3 Certificates of Insurance. Manager and all of its
subcontractors, if any, must, as a material condition of this agreement and
prior to the commencement of any work under and any renewal of this agreement,
deliver to Sprint PCS a certificate of insurance, satisfactory in form and
content to Sprint PCS, evidencing that the above insurance, including waiver of
subrogation, is in force and will not be canceled or

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materially altered without first giving Sprint PCS at least 30 days prior
written notice and that all coverages are primary to any insurance carried by
Sprint PCS, its directors, officers, employees, agents or representatives.

Nothing contained in this Section 12.3.3 will limit Manager's liability to
Sprint PCS, its directors, officers, employees, agents or representatives to the
limits of insurance certified or carried.

13. INDEMNIFICATION

13.1 Indemnification by Sprint PCS. Sprint PCS agrees to indemnify, defend
and hold harmless Manager, its directors, managers, officers, employees, agents
and representatives from and against any and all claims, demands, causes of
action, losses, actions, damages, liability and expense, including costs and
reasonable attorneys' fees, against Manager, its directors, managers, officers,
employees, agents and representatives arising from or relating to the violation
by Sprint PCS of any law, regulation or ordinance applicable to Sprint PCS or by
Sprint PCS' breach of any representation, warranty or covenant contained in this
agreement or any other agreement between Sprint PCS or Sprint PCS' Related
Parties and Manager or Manager's Related Parties except where and to the extent
the claim, demand, cause of action, loss, action, damage, liability and/or
expense results solely from the negligence or willful misconduct of Manager.

13.2 Indemnification by Manager. Manager agrees to indemnify, defend and
hold harmless Sprint PCS and Sprint, and their respective directors, managers,
officers, employees, agents and representatives from and against any and all
claims, demands, causes of action, losses, actions, damages, liability and
expense, including costs and reasonable attorneys' fees, against Sprint PCS or
Sprint, and their respective directors, managers, officers, employees, agents
and representatives arising from or relating to Manager's violation of any law,
regulation or ordinance applicable to Manager, Manager's breach of any
representation, warranty or covenant contained in this agreement or any other
agreement between Manager or Manager's Related Parties and Sprint PCS and Sprint
PCS' Related Parties, Manager's ownership of the Operating Assets or the
operation of the Service Area Network, or the actions or failure to act of any
of Manager's contractors, subcontractors, agents, directors, managers, officers,
employees and representatives of any of them in the performance of any work
under this agreement, except where and to the extent the claim, demand, cause of
action, loss, action, damage, liability and expense results solely from the
negligence or willful misconduct of Sprint PCS or Sprint, as the case may be.

13.3 Procedure.

13.3.1 Notice. Any party being indemnified ("Indemnitee") will give
the party making the indemnification ("Indemnitor") written notice as soon as
practicable but no later than 5 Business Days after the party becomes aware of
the facts, conditions or events that give rise to the claim for indemnification
if:

(a) any claim or demand is made or liability is asserted
against Indemnitee; or

(b) any suit, action, or administrative or legal
proceeding is instituted or commenced in which Indemnitee is
involved or is named as a defendant either individually or with
others.

Failure to give notice as described in this Section 13.3.1 does not modify
the indemnification obligations of this provision, except if Indemnitee is
harmed by failure to provide timely notice to Indemnitor, then Indemnitor does
not have to indemnify Indemnitee for the harm caused by the failure to give the
timely notice.

13.3.2 Defense by Indemnitor. If within 30 days after giving notice
Indemnitee receives written notice from Indemnitor stating that Indemnitor
disputes or intends to defend against the claim, demand,

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liability, suit, action or proceeding, then Indemnitor will have the right to
select counsel of its choice and to dispute or defend against the claim, demand,
liability, suit, action or proceeding, at its expense.

Indemnitee will fully cooperate with Indemnitor in the dispute or defense
so long as Indemnitor is conducting the dispute or defense diligently and in
good faith. Indemnitor is not permitted to settle the dispute or claim without
the prior written approval of Indemnitee, which approval will not be
unreasonably withheld. Even though Indemnitor selects counsel of its choice,
Indemnitee has the right to retain additional representation by counsel of its
choice to participate in the defense at Indemnitee's sole cost and expense.

13.3.3 Defense by Indemnitee. If no notice of intent to dispute or
defend is received by Indemnitee within the 30-day period, or if a diligent and
good faith defense is not being or ceases to be conducted, Indemnitee has the
right to dispute and defend against the claim, demand or other liability at the
sole cost and expense of Indemnitor and to settle the claim, demand or other
liability, and in either event to be indemnified as provided in this Section
13.3.3. Indemnitee is not permitted to settle the dispute or claim without the
prior written approval of Indemnitor, which approval will not be unreasonably
withheld.

13.3.4 Costs. Indemnitor's indemnity obligation includes reasonable
attorneys' fees, investigation costs, and all other reasonable costs and
expenses incurred by Indemnitee from the first notice that any claim or demand
has been made or may be made, and is not limited in any way by any limitation on
the amount or type of damages, compensation, or benefits payable under
applicable workers' compensation acts, disability benefit acts, or other
employee benefit acts.

14. DISPUTE RESOLUTION

14.1 Negotiation. The parties will attempt in good faith to resolve any
dispute arising out of or relating to this agreement promptly by negotiation
between or among representatives who have authority to settle the controversy.
Either party may escalate any dispute not resolved in the normal course of
business to the appropriate (as determined by the party) officers of the parties
by providing written notice to the other party.

Within 10 Business Days after delivery of the notice, the appropriate
officers of each party will meet at a mutually acceptable time and place, and
thereafter as often as they deem reasonably necessary, to exchange relevant
information and to attempt to resolve the dispute.

Either party may elect, by giving written notice to the other party, to
escalate any dispute arising out of or relating to the determination of fees
that is not resolved in the normal course of business or by the audit process
set forth in Sections 12.1.2 and 12.1.3, first to the appropriate financial or
accounting officers to be designated by each party. The designated officers will
meet in the manner described in the preceding paragraph. If the matter has not
been resolved by the designated officers within 30 days after the notifying
party's notice, either party may elect to escalate the dispute to the
appropriate (as determined by the party) officers in accordance with the prior
paragraphs of this Section 14.1.

14.2 Unable to Resolve. If a dispute has not been resolved within 60 days
after the notifying party's notice, either party may continue to operate under
this agreement and sue the other party for damages or seek other appropriate
remedies as provided in this agreement. If, and only if, this agreement does not
provide a remedy (as in the case of Sections 3.4 and 4.5, where the parties are
supposed to reach an agreement), then either party may give the other party
written notice that it wishes to resolve the dispute or claim arising out of the
parties' inability to agree under such Sections of this agreement by using the
arbitration procedure set forth in this Section 14.2. Such arbitration will
occur in Kansas City, Missouri, unless the parties otherwise mutually agree,
with the precise location being as agreed upon by the parties or, absent such
agreement, at a location in Kansas City, Missouri selected by Sprint PCS. Such
arbitration will be conducted pursuant to the procedures prescribed by the
Missouri Uniform Arbitration Act, as amended from time to time, or, if none,
pursuant to the rules then in effect of the American

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Arbitration Association (or at any other place and by any other form of
arbitration mutually acceptable to the parties). Any award rendered in such
arbitration will be confidential and will be final and conclusive upon the
parties, and a judgment on the award may be entered in any court of the forum,
state or federal, having jurisdiction. The expenses of the arbitration will be
borne equally by the parties to the arbitration, except that each party must pay
for and bear the cost of its own experts, evidence, and attorneys' fees.

The parties must each, within 30 days after either party gives notice to
the other party of the notifying party's desire to resolve a dispute or claim
under the arbitration procedure in this Section 14.2, designate an independent
arbitrator, who is knowledgeable with regard to the wireless telecommunications
industry, to participate in the arbitration hearing. The, two arbitrators thus
selected will select a third independent arbitrator, who is knowledgeable with
regard to the wireless telecommunications industry, who will act as chairperson
of the board of arbitration. If, within 15 days after the day the last of the
two named arbitrators is appointed, the two named arbitrators fail to agree upon
the third, then at the request of either party, the third arbitrator shall be
selected pursuant to the rules then in effect of the American Arbitration
Association. The three independent arbitrators will comprise the board of
arbitration, which will preside over the arbitration hearing and will render all
decisions by majority vote. If either party refuses or neglects to appoint an
independent arbitrator within such 30-day period, the independent arbitrator who
has been appointed as of the 31st day after the notifying party's notice will be
the sole independent arbitrator and will solely preside over the arbitration
hearing. The arbitration hearing will commence no sooner than 30 days after the
date the last arbitrator is appointed and no later than 60 days after such date.
The arbitration hearing will be conducted during normal working hours on
Business Days without interruption or adjournment of more than 2 Business Days
at any one time or 6 Business Days in the aggregate.

The arbitrators will deliver their decision to the parties in writing
within 10 days after the conclusion of the arbitration hearing. The arbitration
award will be accompanied by findings of fact and a statement of reasons for the
decision. There will be no appeal from the written decision, except as permitted
by applicable law. The arbitration proceedings, the arbitrators' decision, the
arbitration award, and any other aspect, matter, or issue of or relating to the
arbitration are confidential, and disclosure of such confidential information is
an actionable breach of this agreement.

Notwithstanding any other provision of this agreement, arbitration will
not be required of any issue for which injunctive relief is properly sought by
either party.

14.3 Attorneys and Intent. If an officer intends to be accompanied at a
meeting by an attorney, the other party's officer will be given at least 3
Business Days prior notice of the intention and may also be accompanied by an
attorney. All negotiations under Section 14.1 are confidential and will be
treated as compromise and settlement negotiations for purposes of the Federal
Rules of Civil Procedure and state rules of evidence and civil procedure.

14.4 Tolling of Cure Periods. Any cure period under Section 11.3 that is
less than 90 days will be tolled during the pendency of the dispute resolution
process. Any cure period under Section 11.3 that is 90 days or longer will not
be tolled during the pendency of the dispute resolution process.

15. REPRESENTATIONS AND WARRANTIES

Each party for itself makes the following representations and warranties
to the other party:

15.1 Due Incorporation or Formation; Authorization of Agreements. The
party is either a corporation, limited liability company, or limited partnership
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization. Manager is qualified to do business and in
good standing in every jurisdiction in which the Service Area is located. The
party has the full power and authority to execute and deliver this agreement and
to perform its obligations under this agreement.

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15.2 Valid and Binding Obligation. This agreement constitutes the valid
and binding obligation of the party, enforceable in accordance with its terms,
except as may be limited by principles of equity or by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally.

15.3 No Conflict; No Default. Neither the execution, delivery and
performance of this agreement nor the consummation by the party of the
transactions contemplated in this agreement will conflict with, violate or
result in a breach of (a) any law, regulation, order, writ, injunction, decree,
determination or award of any governmental authority or any arbitrator,
applicable to such party, (b) any term, condition or provision of the articles
of incorporation, certificate of limited partnership, certificate of
organization, bylaws, partnership agreement or limited liability company
agreement (or other governing documents) of such party or of any material
agreement or instrument to which such party is or may be bound or to which any
of its material properties or assets is subject.

15.4 Litigation. No action, suit, proceeding or investigation is pending
or, to the knowledge of the party, threatened against or affecting the party or
any of its properties, assets or businesses in any court or before or by any
governmental agency that could, if adversely determined, reasonably be expected
to have a material adverse effect on the party's ability to perform its
obligations under this agreement. The party has not received any currently
effective notice of any default that could reasonably be expected to result in a
breach of the preceding sentence.

16. REGULATORY COMPLIANCE

16.1 Regulatory Compliance. Manager will construct, operate, and manage
the Service Area Network in compliance with applicable federal, state, and local
laws and regulations, including Siting Regulations. Nothing in this Section 16.1
will limit Manager's obligations under Section 2.2 and the remainder of this
Section 16. Manager acknowledges that failure to comply with applicable federal,
state, and local laws and regulations in its construction, operation, and
management of the Service Area Network may subject the parties and the License
to legal and administrative agency actions, including forfeiture penalties and
actions that affect the License, such as license suspension and revocation, and
accordingly, Manager agrees that it will cooperate with Sprint PCS to maintain
the License in full force and effect.

Manager will write and implement practices and procedures governing
construction and management of the Service Area Network in compliance with
Siting Regulations. Manager will make its Siting Regulations practices and
procedures available upon request to Sprint PCS in the manner specified by
Sprint PCS for its inspection and review, and Manager will modify those Siting
Regulations practices and procedures as may be requested by Sprint PCS. Every
six months, and at the request of Sprint PCS, Manager will provide a written
certification from one of Manager's chief officers that Manager's Service Area
Network complies with Siting Regulations. Manager's first certification of
compliance with Siting Regulations will be provided to Sprint PCS six months
after the date of this agreement.

Manager will conduct an audit and physical inspection of its Service Area
Network at the request of Sprint PCS to confirm compliance with Siting
Regulations, and Manager will report the results of the audit and physical
inspection to Sprint PCS in the form requested by Sprint PCS. Manager will bear
the cost of Siting Regulations compliance audits and physical inspections
requested by Sprint PCS.

Manager will retain for 3 years records demonstrating compliance with
Siting Regulations, including compliance audit and inspection records. Manager
will make those records available upon request to Sprint PCS for production,
inspection, and copying in the manner specified by Sprint PCS. Sprint PCS will
bear the cost of production, inspection, and copying.

16.2 FCC Compliance. The parties agree to comply with all applicable FCC
rules governing the License or the Service Area Network and specifically agree
as follows:

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(a) The party billing a customer will advise the customer that
service is provided over spectrum licensed to Sprint PCS. Neither Manager nor
Sprint PCS will represent itself as the legal representative of the other before
the FCC or any other third party, but will cooperate with each other with
respect to FCC matters concerning the License or the Service Area Network.

(b) Sprint PCS will use commercially reasonable efforts to maintain
the License in accordance with the terms of the License and all applicable laws,
policies and regulations and to comply in all material respects with all other
legal requirements applicable to the operation of the Sprint PCS Network and its
business. Sprint PCS has sole responsibility, except as specifically provided
otherwise in Section 2.2, for keeping the License in full force and effect and
for preparing submissions to the FCC or any other relevant federal, state or
local authority of all reports, applications, interconnection agreements,
renewals, or other filings or documents. Manager must cooperate and coordinate
with Sprint PCS' actions to comply with regulatory requirements, which
cooperation and coordination must include, without limitation, the provision to
Sprint PCS of all information that Sprint PCS deems necessary to comply with the
regulatory requirements. Manager must refrain from taking any action that could
impede Sprint PCS from fulfilling its obligations under the preceding sentence,
and must not take any action that could cause Sprint PCS to forfeit or cancel
the License.

(c) Sprint PCS and Manager are familiar with Sprint PCS'
responsibility under the Communications Act of 1934, as amended, and applicable
FCC rules. Nothing in this agreement is intended to diminish or restrict Sprint
PCS' obligations as an FCC Licensee and both parties desire that this agreement
and each party's obligations under this agreement be in compliance with the FCC
rules.

(d) Nothing in this agreement will preclude Sprint PCS from
permitting or facilitating resale of Sprint PCS Products and Services to the
extent required or elected under applicable FCC regulations. Manager will take
the actions necessary to facilitate Sprint PCS' compliance with FCC regulations.
To the extent permitted by applicable regulations, Sprint PCS will not authorize
a reseller that desires to sell services and products in only the Service Area
to resell Sprint PCS wholesale products and services, unless Manager agrees in
advance to such sales.

(e) If a change in FCC policy or rules makes it necessary to obtain
FCC consent for the implementation, continuation or further effectuation of any
term or provision of this agreement, Sprint PCS will use all commercially
reasonable efforts diligently to prepare, file and prosecute before the FCC all
petitions, waivers, applications, amendments, rule-making comments and other
related documents necessary to secure and/or retain FCC approval of all aspects
of this agreement. Manager will use commercially reasonable efforts to provide
to Sprint PCS any information that Sprint PCS may request from Manager with
respect to any matter involving Sprint PCS, the FCC, the License, the Sprint PCS
Products and Services or any other products and services approved under Section
3.2. Each party will bear its own costs of preparation of the documents and
prosecution of the actions.

(f) If the FCC determines that this agreement is inconsistent with
the terms and conditions of the License or is otherwise contrary to FCC
policies, rules and regulations, or if regulatory or legislative action
subsequent to the date of this agreement alters the permissibility of this
agreement under the FCC's rules or other applicable law, rules or regulations,
then the parties must use best efforts to modify this agreement as necessary to
cause this agreement (as modified) to comply with the FCC policies, rules,
regulations and applicable law and to preserve to the extent possible the
economic arrangements set forth in this agreement.

(g) Manager warrants and represents to Sprint PCS that Manager is
and at all times during the Term of this agreement will be in compliance with
FCC rules and regulations regarding limits on classes and amounts of spectrum
that may be owned by Manager. Manager agrees that in the event that Manager is
or at any time becomes in violation of such rules and regulations, Manager will
promptly take all action necessary and appropriate (other than terminating this
agreement) to cure such violation and comply with such rules and regulations,
including without limitation disposing of its direct or indirect interests in
cellular licenses.

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16.3 Marking and Lighting. Manager will conform to applicable FAA
standards when Siting Regulations require marking and lighting of Manager's
Service Area Network cell sites. Manager will cooperate with Sprint PCS in
reporting lighting malfunctions as required by Siting Regulations.

16.4 Regulatory Notices. Manager will, within 2 Business Days after its
receipt, give Sprint PCS written notice of all oral and written communications
it receives from regulatory authorities (including but not limited to the FCC,
the FAA, state public service commissions, environmental authorities, and
historic preservation authorities) and complaints respecting Manager's
construction, operation, and management of the Service Area Network that could
result in actions affecting the License as well as written notice of the details
respecting such communications and complaints, including a copy of any written
material received in connection with such communications and complaints. Manager
will cooperate with Sprint PCS in responding to such communications and
complaints received by Manager. Sprint PCS has the right to respond to all such
communications and complaints, with counsel and consultants of its own choice.
If Sprint PCS chooses to respond to such communications and complaints, Manager
will not respond to them without the consent of Sprint PCS, and Manager will pay
the costs of Sprint PCS responding to such communications and complaints,
including reasonable attorneys' and consultants' fees, investigation costs, and
all other reasonable costs and expenses incurred by Sprint PCS.

16.5 Regulatory Policy-Setting Proceedings. Manager will not intervene in
or otherwise participate in a rulemaking, investigation, inquiry, contested
case, or similar regulatory policy setting proceedings before a regulatory
authority concerning the License or construction, operation, and management of
the Service Area Network and the Sprint PCS business operated using the Service
Area Network.

17. GENERAL PROVISIONS

17.1 Notices. Any notice, payment, demand, or communication required or
permitted to be given by any provision of this agreement must be in writing and
mailed (certified or registered mail, postage prepaid, return receipt
requested), sent by hand or overnight courier, or sent by facsimile (with
acknowledgment received and a copy sent by overnight courier), charges prepaid
and addressed as described on the Notice Address Schedule attached to the Master
Signature Page, or to any other address or number as the person or entity may
from time to time specify by written notice to the other parties.

All notices and other communications given to a party in accordance with
the provisions of this agreement will be deemed to have been given when
received.

17.2 Construction. This agreement will be construed simply according to
its fair meaning and not strictly for or against either party.

17.3 Headings. The table of contents, section and other headings contained
in this agreement are for reference purposes only and are not intended to
describe, interpret, define, limit or expand the scope, extent or intent of this
agreement.

17.4 Further Action. Each party agrees to perform all further acts and
execute, acknowledge, and deliver any documents that may be reasonably
necessary, appropriate, or desirable to carry out the intent and purposes of
this agreement.

17.5 Counterpart Execution. This agreement will be executed by affixing
the parties' signatures to the Master Signature Page, which Master Signature
Page, and thus this agreement, may be executed in any number of counterparts
with the same effect as if both parties had signed the same document. All
counterparts will be construed together and will constitute one agreement.

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17.6 Specific Performance. Each party agrees with the other party that the
party would be irreparably damaged if any of the provisions of this agreement
were not performed in accordance with their specific terms and that monetary
damages alone would not provide an adequate remedy. Accordingly, in addition to
any other remedy to which the non-breaching party may be entitled, at law or in
equity, the non-breaching party will be entitled to injunctive relief to prevent
breaches of this agreement and specifically to enforce the terms and provisions
of this agreement.

17.7 Entire Agreement; Amendments. The provisions of this agreement, the
Services Agreement and the Trademark License Agreements (including the exhibits
to those agreements) set forth the entire agreement and understanding between
the parties as to the subject matter of this agreement and supersede all prior
agreements, oral or written, and other communications between the parties
relating to the subject matter of this agreement. Except for Sprint PCS' right
to amend the Program Requirements in accordance with Section 9.2 and its right
to unilaterally modify and amend certain other provisions as expressly provided
in this agreement, this agreement may be modified or amended only by a written
amendment signed by persons or entities authorized to bind each party and, with
respect to the sections set forth for Sprint on the Master Signature Page, the
persons or entities authorized to bind Sprint.

17.8 Limitation on Rights of Others. Except as set forth on the Master
Signature Page for Sprint, nothing in this agreement, whether express or
implied, will be construed to give any person or entity other than the parties
any legal or equitable right, remedy or claim under or in respect of this
agreement.

17.9 Waivers.

17.9.1 Waivers--General. The observance of any term of this
agreement may be waived (whether generally or in a particular instance and
either retroactively or prospectively) by the party entitled to enforce the
term, but any waiver is effective only if in a writing signed by the party
against which the waiver is to be asserted. Except as otherwise provided in this
agreement, no failure or delay of either party in exercising any power or right
under this agreement will operate as a waiver of the power or right, nor will
any single or partial exercise of any right or power preclude any other or
further exercise of the right or power or the exercise of any other right or
power.

17.9.2 Waivers--Manager. Manager is not in breach of any covenant in
this agreement and no Event of Termination will have occurred as a result of the
occurrence of any event, if Manager had delegated to Sprint Spectrum under the
Services Agreement (or any successor to that agreement) responsibility for
taking any action necessary to ensure compliance with the covenant or to prevent
the occurrence of the event.

17.9.3 Force Majeure. Neither Manager nor Sprint PCS, as the case
may be, is in breach of any covenant in this agreement and no Event of
Termination will occur as a result of the failure of such party to comply with
such covenant, if such party's non-compliance with the covenant results
primarily from:

(i) any FCC order or any other injunction issued by any
governmental authority impeding the party's ability to comply with the
covenant;

(ii) the failure of any governmental authority to grant any
consent, approval, waiver, or authorization or any delay on the part of
any governmental authority in granting any consent, approval, waiver or
authorization;

(iii) the failure of any vendor to deliver in a timely manner
any equipment or services; or

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(iv) any act of God, act of war or insurrection, riot, fire,
accident, explosion, labor unrest, strike, civil unrest, work stoppage,
condemnation or any similar cause or event not reasonably within the
control of such party.

17.10 Waiver of Jury Trial. EACH PARTY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

17.11 Binding Effect. Except as otherwise provided in this agreement, this
agreement is binding upon and inures to the benefit of the parties and their
respective and permitted successors, transferees, and assigns, including any
permitted successor, transferee or assignee of the Service Area Network or of
the License. The parties intend that this agreement bind only the party signing
this agreement and that the agreement is not binding on the Related Parties of a
party unless the agreement expressly provides that Related Parties are bound.

17.12 Governing Law. The internal laws of the State of Missouri (without
regard to principles of conflicts of law) govern the validity of this agreement,
the construction of its terms, and the interpretation of the rights and duties
of the parties.

17.13 Severability. The parties intend every provision of this agreement
to be severable. If any provision of this agreement is held to be illegal,
invalid, or unenforceable for any reason, the parties intend that a court
enforce the provision to the maximum extent permissible so as to effect the
intent of the parties (including the enforcement of the remaining provisions).
If necessary to effect the intent of the parties, the parties will negotiate in
good faith to amend this agreement to replace the unenforceable provision with
an enforceable provision that reflects the original intent of the parties.

17.14 Limitation of Liability. NO PARTY WILL BE LIABLE TO THE OTHER PARTY
FOR SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES,
OR LOSS OF PROFITS, ARISING FROM THE RELATIONSHIP OF THE PARTIES OR THE CONDUCT
OF BUSINESS UNDER, OR BREACH OF, THIS AGREEMENT, EXCEPT WHERE SUCH DAMAGES OR
LOSS OF PROFITS ARE CLAIMED BY OR AWARDED TO A THIRD PARTY IN A CLAIM OR ACTION
AGAINST WHICH A PARTY TO THIS AGREEMENT HAS A SPECIFIC OBLIGATION TO INDEMNIFY
ANOTHER PARTY TO THIS AGREEMENT.

17.15 No Assignment; Exceptions.

17.15.1 General. Neither party will, directly or indirectly, assign
this agreement or any of the party's rights or obligations under this agreement
without the prior written consent of the other party, except as otherwise
specifically provided in this Section 17.15. Sprint PCS may deny its consent to
any assignment or transfer in its sole discretion except as otherwise provided
in this Section 17.15.

Any attempted assignment of this agreement in violation of this Section
17.15 will be void and of no effect.

A party may assign this agreement to a Related Party of the party, except
that Manager cannot assign this agreement to a Related Party that is a
significant competitor of Sprint, Sprint PCS or their respective Related Parties
in the telecommunications business. Except as provided in Section 17.15.5, an
assignment does not release the assignor from its obligations under this
agreement unless the other party to this agreement consents in writing in
advance to the assignment and expressly grants a release to the assignor.

Except as provided in Section 17.15.5. Sprint PCS must not assign this
agreement to any entity that does not also own the License covering the Service
Area directly or indirectly through a Related Party. Manager must not assign
this agreement to any entity (including a Related Party), unless such entity
assumes all rights and obligations under the Services Agreement, the Trademark
License Agreements and any related agreements.

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17.15.2 Assignment Right of Manager to Financial Lender. If Manager
is no longer able to satisfy its financial obligations and other duties, then
Manager has the right to assign its obligations and rights under this agreement
to its Financial Lender, if:

(a) Manager or Financial Lender provides Sprint PCS at least 10 days
advance written notice of such assignment;

(b) Financial Lender cures or commits to cure any outstanding
material breach of this agreement by Manager prior to the end of any applicable
cure period. If Financial Lender fails to make a timely cure then Sprint PCS may
exercise its rights under Section 11;

(c) Financial Lender agrees to serve as an interim trustee for the
obligations and duties of Manager under this agreement for a period not to
exceed 180 days. During this interim period, Financial Lender must identify a
proposed successor to assume the obligations and rights of Manager under this
agreement;

(d) Financial Lender assumes all of Manager's rights and obligations
under the Services Agreement, the Trademark License Agreements and any related
agreements; and

(e) Financial Lender provides to Sprint PCS advance written notice
of the proposed successor to Manager that Financial Lender has identified
("Successor Notice"). Sprint PCS may give to Financial Lender written notice of
Sprint PCS' decision whether to consent to such proposed successor within 30
days after Sprint PCS' receipt of the Successor Notice. Sprint PCS may not
unreasonably withhold such consent, except that Sprint PCS is not required to
consent to a proposed successor that:

(i) has, in the past, materially breached prior agreements
with Sprint PCS or its Related Parties;

(ii) is a significant competitor of Sprint PCS or its Related
Parties in the telecommunications business;

(iii) does not meet Sprint PCS' reasonable credit criteria;

(iv) fails to execute an assignment of all relevant documents
related to this agreement including the Services Agreement and the
Trademark License Agreements; or

(v) refuses to assume the obligations of Manager under this
Agreement, the Services Agreement, the Trademark License Agreements and
any related agreements.

If Sprint PCS fails to provide a response to Financial Lender within 30
days after receiving the Successor Notice, then the proposed successor is deemed
rejected. Any Financial Lender disclosed on the Build-out Plan on Exhibit 2.1 is
deemed acceptable to Sprint PCS.

17.15.3 Change of Control Rights. If there is a Change of Control of
Manager, then:

(a) Manager must provide to Sprint PCS advance written notice
detailing relevant and appropriate information about the new ownership interests
effecting the Change of Control of Manager.

(b) Sprint PCS must provide to Manager written notice of its
decision whether to consent to or reject the proposed Change of Control within
30 days after its receipt of such notice. Sprint PCS may not unreasonably
withhold such consent, except that Sprint PCS is not required to consent to a
Change of Control in which:

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(i) the final controlling entity or any of its Related Parties
has in the past materially breached prior agreements with Sprint PCS or
its Related Parties;

(ii) the final controlling entity or any of its Related
Parties is a significant competitor of Sprint PCS or its Related Parties
in the telecommunications business;

(iii) the final controlling entity does not meet Sprint PCS'
reasonable credit criteria;

(iv) the final controlling entity fails to execute an
assignment of all relevant documents related to this agreement including
the Services Agreement and the Trademark License Agreements; or

(v) the final controlling entity or its Related Parties refuse
to assume the obligations of Manager under this agreement.

(c) In the event that Sprint PCS provides notice that it does not
consent to the Change of Control, Manager is entitled to either:

(i) contest such determination pursuant to the dispute
resolution procedure in Section 14; or

(ii) abandon the proposed Change of Control.

(d) Nothing in this agreement requires Sprint PCS' consent to:

(i) a public offering of Manager that does not result in a
Change of Control (i.e., a shift from one party being in control to no
party being in control is not a Change of Control); or

(ii) a recapitalization or restructuring of the ownership
interests of Manager that Manager determines is necessary to:

(A) facilitate the acquisition of commercial financing
and lending arrangements that will support Manager's operations and
efforts to fulfill its obligations under this agreement; and

(B) that does not constitute a Change of Control.

(e) "Change of Control" means a situation where in any one
transaction or series of related transactions occurring during any 365-day
period, the ultimate parent entity of the Manager changes. The ultimate parent
entity is to be determined using the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 rules. A Change of Control does not occur if:

(i) a party changes the form of its organization without
materially changing their ultimate ownership (e.g., converting from a
limited partnership to a limited liability company); or

(ii) one of the owners of the party on the date of this
agreement or on the date of the closing of Manager's initial equity
offering for purposes of financing its obligations under this agreement
ultimately gains control over the party, unless such party is a
significant competitor of Sprint PCS or Sprint PCS' Related Parties in the
telecommunications business.

17.15.4 Right of First Refusal. Notwithstanding any other provision
in this agreement, Manager grants Sprint PCS the right of first refusal
described below. If Manager determines it wishes to sell an

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<PAGE>

Offered Interest, upon receiving any Offer to purchase an Offered Interest,
Manager agrees to promptly deliver to Sprint PCS an Offer Notice. The Offer
Notice is deemed to constitute an offer to sell to Sprint PCS, on the terms set
forth in the Offer, all but not less than all of the Offered Interest. Sprint
PCS will have a period of 60 days from the date of the Offer Notice to notify
Manager that it agrees to purchase the Offered Interest on such terms. If Sprint
PCS timely agrees in writing to purchase the Offered Interest, the parties will
proceed to consummate such purchase not later than the 180th day after the date
of the Offer Notice. If Sprint PCS does not agree within the 60-day period to
purchase the Offered Interest, Manager will have the right, for a period of 120
days after such 60th day, subject to the restrictions set forth in this Section
17, to sell to the person or entity identified in the Offer Notice all of the
Offered Interest on terms and conditions no less favorable to Manager than those
set forth in the Offer. If Manager fails to sell the Offered Interest to such
person or entity on such terms and conditions within such 120-day period.
Manager will again be subject to the provisions of this Section 17.15.4 with
respect to the Offered Interest.

17.15.5 Transfer of Sprint PCS Network. Sprint PCS may sell,
transfer or assign the Sprint PCS Network or any of the Licenses, including its
rights and obligations under this agreement, the Services Agreement and any
related agreements, to a third party without Manager's consent so long as the
third party assumes the rights and obligations under this agreement and the
Services Agreement. Manager agrees that Sprint PCS and Sprint PCS' Related
Parties will be released from any and all obligations under and with respect to
any and all such agreements upon such sale, transfer or assignment in accordance
with this Section 17.15.5, without the need for Manager to execute any document
to effect such release.

17.16 Provision of Services by Sprint Spectrum. As described in the
Recitals, the party or parties to this agreement that own the Licenses are
referred to in this agreement as "Sprint PCS." Sprint Spectrum will provide most
or all of the services required to be provided by Sprint PCS under this
agreement on behalf of Sprint PCS, other than the services to be rendered by
Manager. For example, Sprint Spectrum is the party to the contracts relating to
the national distribution network, the roaming and long distance services, and
the procurement arrangements. Accordingly, Sprint PCS and Manager will deal with
Sprint Spectrum to provide many of the attributes of the Sprint PCS Network.

17.17 Number Portability. Manager understands that the manner in which
customers are assigned to the Service Area Network could change as telephone
numbers become portable without any relation to the service area in which they
are initially activated. To the extent the relationship between NPA-NXX and the
Service Area changes, Sprint PCS will develop an alternative system to attempt
to assign customers who primarily live and work in the Service Area to the
Service Area. The terms of this agreement will be deemed to be amended to
reflect the new system that Sprint PCS develops.

17.18 Disclaimer of Agency. Neither party by this agreement makes the
other party a legal representative or agent of the party, nor does either party
have the right to obligate the other party in any manner, except if the other
party expressly permits the obligation by the party or except for provisions in
this agreement expressly authorizing one party to obligate the other.

17.19 Independent Contractors. The parties do not intend to create any
partnership, joint venture or other profit-sharing arrangement, landlord-tenant
or lessor-lessee relationship, employer-employee relationship, or any other
relationship other than that expressly provided in this agreement. Neither party
to this agreement has any fiduciary duty to the other party.

17.20 Expense. Each party bears the expense of complying with this
agreement except as otherwise expressly provided in this agreement. The parties
must not allocate any employee cost or other cost to the other party, except as
otherwise provided in the Program Requirements or to the extent the parties
expressly agree in advance to the allocation.

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17.21 General Terms.

(a) This agreement is to be interpreted in accordance with the
following rules of construction:

(i) The definitions in this agreement apply equally to both
the singular and plural forms of the terms defined unless the context
otherwise requires;

(ii) The words "include," "includes" and "including" are
deemed to be followed by the phrase "without limitation";

(iii) All references in this agreement to Sections and
Exhibits are references to Sections of, and Exhibits to, this agreement,
unless otherwise specified; and

(iv) All references to any agreement or other instrument or
statute or regulation are to it as amended and supplemented from time to
time (and, in the case of a statute or regulation, to any corresponding
provisions of successor statutes or regulations), unless the context
otherwise requires.

(b) Any reference in this agreement to a "day" or number of "days"
(without the explicit qualification of "Business") is a reference to a calendar
day or number of calendar days. If any action or notice is to be taken or given
on or by a particular calendar day, and the calendar day is not a Business Day,
then the action or notice may be taken or given on the next Business Day.

17.22 Conflicts with Other Agreements. The provisions of this Management
Agreement govern over those of the Services Agreement if the provisions
contained in this agreement conflict with analogous provisions in the Services
Agreement. The provisions of each Trademark License Agreement governs over those
of this agreement if the provisions contained in this agreement conflict with
analogous provisions in a Trademark License Agreement.

17.23 Survival Upon Termination. The provisions of Sections 10, 11.4,
11.5, 11.6, 12.2, 13, 14, 16 and 17 of this agreement will survive any
termination of this agreement.

17.24 Announced Transaction. Sprint Enterprises, L.P., TCI Telephony
Services, Inc., Comcast Telephony Services and Cox Telephony Partnership have
executed a Restructuring and Merger Agreement and related agreements that
provide for restructuring the ownership of Sprint Spectrum L.P., SprintCom,
Inc., PhillieCo Partners I, L.P., and Cox Communications PCS, L.P. Upon
consummation of the transactions contemplated by those agreements, Sprint would
control each of the four entities. While Sprint and Sprint PCS anticipate the
proposed transactions will be consummated, there can be no assurances.

17.25 Additional Terms and Provisions. Certain additional and supplemental
terms and provisions of this agreement, if any, are set forth in the Addendum to
Sprint PCS Management Agreement attached hereto and incorporated herein by this
reference. Manager represents and warrants that the Addendum also describes all
existing contracts and arrangements (written or verbal) that relate to or affect
the rights of Sprint PCS or Sprint under this agreement (e.g., agreements
relating to long distance telephone services (Section 3.4) or backhaul and
transport services (Section 3.7)).

17.26 Master Signature Page. Each party agrees that it will execute the
Master Signature Page that evidences such party's agreement to execute, become a
party to and be bound by this agreement, which document is incorporated herein
by this reference.

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17.27 Agent Authorization. Because of the close operational relationship
between the parties listed together below, each entity authorizes the other
entity to act on its behalf in every capacity under this agreement: (a)
WirelessCo, L.P. and Sprint Spectrum L.P.; (b) Cox PCS License, L.L.C, and Cox
Communications PCS, L.P.; (c) APC PCS, LLC and American PCS Communications, LLC;
and (d) PhillieCo, L.P. and PhillieCo Partners I, L.P.

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SPRINT PCS/UBIQUITEL L.L.C.

MASTER SIGNATURE PAGE

This Master Signature Page is dated and effective as of September __, 1998
(the "Effective Date"). This document provides the means by which each of the
undersigned entities executes and becomes a party to and bound by, to the extent
set forth above such party's signature, the Management Agreement, Services
Agreement, Sprint Trademark and Service Mark License Agreement, Sprint Spectrum
Trademark and Service Mark License Agreement, and Addendum I to the Management
Agreement. This document may be executed in one or more counterparts. The Notice
Address Schedule attached to this document sets forth the addresses to which
notices should be sent under the agreements.

THE MANAGEMENT AGREEMENT AND THE SERVICES AGREEMENT
CONTAIN BINDING ARBITRATION PROVISIONS THAT MAY BE
ENFORCED BY THE PARTIES TO THOSE AGREEMENTS

SPRINT SPECTRUM L.P.

For and in consideration of the covenants contained in the Management
Agreement, Addendum I to the Management Agreement, Services Agreement and Sprint
Spectrum Trademark and Service Mark License Agreement (collectively, the
"Executed Agreements"), and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Sprint Spectrum L.P. executes,
becomes a party to, and agrees to be bound by and to perform its obligations
under each of the Executed Agreements as of the Effective Date. The execution by
Sprint Spectrum L.P. of this Master Signature Page has the same force and effect
as if Sprint Spectrum L.P. executed individually each of the Executed
Agreements.

SPRINT SPECTRUM L.P.

By:___________________________________
Bernard A. Bianchino,
Chief Business Development Officer

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<PAGE>

SPRINT COMMUNICATIONS COMPANY, L.P.

For and in consideration of the covenants contained in the Management
Agreement, Sprint Trademark and Service Mark License Agreement, and Addendum I
to the Management Agreement (collectively, the "Executed Agreements"), and for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Sprint Communications Company, L.P. executes, becomes a party to,
and agrees to be bound by and to perform its obligations under each of the
Executed Agreements as of the Effective Date; provided, that Sprint
Communications Company, L.P. only agrees to be bound by and perform its
obligations under, and will enjoy the benefits given to it under the Management
Agreement, with respect to only those provisions that expressly apply to Sprint
Communications Company, L.P., including its obligations and benefits under
Sections 2, 3 and 10. The execution by Sprint Communications Company, L.P. of
this Master Signature Page has the same force and effect as if Sprint
Communications Company, L.P. executed individually each of the Executed
Agreements.

SPRINT COMMUNICATIONS COMPANY, L.P.

By:___________________________________
William R. Blessing
Vice President, Wireless

UBIQUITEL L.L.C.

For and in consideration of the covenants contained in the Management
Agreement, Services Agreement, Sprint Trademark and Service Mark License
Agreement, Sprint Spectrum Trademark and Service Mark License Agreement, and
Addendum I to the Management Agreement (collectively, the "Executed
Agreements"), and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, UbiquiTel L.L.C. executes, becomes
a party to, and agrees to be bound by and to perform its obligations under each
of the Executed Agreements as of the Effective Date. The execution by UbiquiTel
L.L.C. of this Master Signature Page has the same force and effect as if
UbiquiTel L.L.C. executed individually each of the Executed Agreements.

UBIQUITEL L.L.C.

By:___________________________________
Name: Mark A. Louison
Title: Manager

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NOTICE ADDRESS SCHEDULE

The addresses to which notice is to be sent pursuant to Section 17.1 of
the Management Agreement, Section 9.1 of the Services Agreement, Section 15.1 of
the Sprint Trademark and Service Mark License Agreement, or Section 15.1 of the
Sprint Spectrum Trademark and Service Mark License Agreement are as follows:

SPRINT SPECTRUM L.P.

4900 Main, 12th Floor with a copy to: 4900 Main, 12th Floor
Kansas City, Missouri 64112 Kansas City, Missouri 64112
Telephone: (816) 559-1000 Telephone: (816) 559-1000
Telecopier: (816) 559-1290 Telecopier: (816) 559-2591
Attention: Chief Executive Officer Attention: General Counsel

SPRINT COMMUNICATIONS COMPANY, L.P. (and notices regarding the Sprint Brands)

c/o Sprint Corporation
2330 Shawnee Mission Parkway
Westwood, Kansas 66205
Telephone: 913-624-3326
Telecopier: 913-624-8233
Attention: Corporate Secretary
Mail Stop: KSWESA0110

UBIQUITEL L.L.C.

120 Lakeside Avenue, Suite 310
Seattle, Washington 98122
Telephone: (206) 860-2770
Telecopier: (206) 328-0815
Attention: ________________

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ADDENDUM I
TO
SPRINT PCS MANAGEMENT AGREEMENT

Manager: UbiquiTel L.L.C.

Service Area: Reno, NV BTA (#372)
Sacramento, CA BTA (#389)

This Addendum contains certain additional and supplemental terms and
provision of that certain Sprint PCS Management Agreement (the "Management
Agreement") entered into contemporaneously with and by the same parties as this
Addendum. The terms and provisions of the Addendum control, supersede and amend
any conflicting terms and provisions contained in the Management Agreement.
Except for express modifications made in this Addendum, the Management Agreement
continues in full force and effect.

Capitalized terms used and not otherwise defined in this Addendum have the
meaning ascribed to them in the Schedule of Definitions. Section and Exhibit
references are to Sections and Exhibits of the Management Agreement unless
otherwise noted.

The Management Agreement is modified as follows:

18. Seamlessness. The following sentence is added to the end of Section 1.5:

Notwithstanding the foregoing, if Manager is in compliance
with Section 7, Manager shall not be required to make any
technical changes or incur expenses to compensate for the
failure of any entity operating a network adjacent to the
Service Area Network (whether such entity is Sprint PCS or an
Other Manager) to comply with the requirements of Section 7.

19. New Area Build-out. Section 2.5 of the Management Agreement is deleted in
its entirety and the following Section is substituted in its place:

2.5 Manager's Right of First Refusal for New Area
Build-out. Sprint PCS grants to Manager the right of first
refusal to build-out New Areas. Sprint PCS will give to
Manager a written notice of a New Area within the Service Area
that Sprint PCS decides should be built-out. Manager must
communicate to Sprint PCS within 90 days after receipt of the
notice whether it will build-out the New Area, otherwise
Manager's right of first refusal terminates with regard to the
New Area described in the notice.

If Manager decides to build-out the New Area then
Manager and Sprint PCS will diligently negotiate and execute
an amendment to the Build-out Plan and proceed as set forth in
Sections 2.1 and 2.2. The amended Build-out Plan will contain
critical milestones that provide Manager a commercially
reasonable period in which to implement

<PAGE>

coverage in the New Area. In determining what constitutes a
"commercially reasonable period" as used in this paragraph,
the parties will consider several factors, including local
zoning processes and other legal requirements, weather
conditions, equipment delivery schedules, the need to arrange
additional financing, and other construction already in
progress by the Manager. Manager will construct and operate
the network in the New Area in accordance with the terms of
this agreement.

If Manager declines to exercise its right of first
refusal or Manager fails to build-out the New Area in
accordance with the amended Build-out Plan then Sprint PCS may
construct the New Area itself or allow a Sprint PCS Related
Party or an Other Manager to construct the New Area. Sprint
PCS has the right, in a New Area that it constructs or that is
constructed by a third party, to manage the network, allow a
Sprint PCS Related Party to manage the network, or hire an
Other Manager to operate the Network in the New Area. Any New
Area that Sprint PCS or a third party builds-out is deemed
removed from the Service Area and the Service Area Exhibit is
deemed amended to reflect the change in the Service Area. If
Manager does not exercise its right of first refusal with
respect to a New Area, Manager's right of first refusal does
not terminate with respect to the remainder of the Service
Area.

The Schedule of Definitions is amended by deleting the definition of "New
Coverage" in its entirety and the following definition is added:

"New Area(s)" means those portions of the Service Area not
covered by the then-existing Build-out Plan that Sprint PCS or
Manager decides should be built-out.

20. Microwave Relocation Costs. The last sentence of Section 2.7 is deleted
and the following sentences are substituted in its place:

The parties will share equally all costs associated with
clearing sufficient spectrum to operate the Service Area
Network. If, in the process of clearing sufficient spectrum,
Sprint PCS relocates microwave paths on adjacent spectrum, the
cost of clearing the entire range of spectrum will be shared
equally.

21. Use of Private Label. The exception language in Section 5.1(c) is amended
to read as follows:

except (i) for sales to resellers required under this
agreement, (ii) for sales of Manager's Products and Services,
as permitted by Section 3.2 and (iii) for sales of Sprint PCS
Products and Services, as permitted under the Trademark
License Agreement.

2
<PAGE>

22. Resale Program Requirements. The Schedule of Definitions is amended to
include the following definition:

"Sprint PCS Resale Program Requirements" means the standards
established by Sprint PCS, in accordance with Section 3.5.2 of
the Management Agreement, as amended from time to time, for
the resale of Sprint PCS Products and Services by third
parties.

23. Time Periods for Right of First Refusal. In Section 17.15.4, the
references to "60 days" throughout Section 17.15.4 are amended to read "30
days."

24. Financing Considerations. Amend Section 11.3.6 to insert the words "or
Manager" after "Sprint PCS" and before "this" so that it reads:

"11.3.6 Financing Considerations. At the election of Sprint
PCS or Manager this agreement may be terminated upon the
failure of Manager to obtain the financing described in
Exhibit 1.7 by the deadline(s) set forth on such Exhibits"

25. Effect of an Event of Termination. Amend Section 11.4 (a) to add a new
subsection (iii) as follows:

"(iii) in the case of an Event of Termination under Section
11.3.6, give the other party written notice that the agreement
is terminated effective as of the data of the notice, in which
case all rights and obligations of each party under this
agreement will immediately cease and neither party will have
any remedy or claim for damages."

3
<PAGE>

ADDENDUM II
TO
SPRINT PCS MANAGEMENT AGREEMENT
Dated as of December _, 1999

Manager: Ubiquitel Holdings, Inc.

Service Area:
California Chico BTA No. 79
Eureka BTA No. 134
Redding BTA No. 371
Sacramento (partial)* BTA No. 389
Yuba City (partial)* BTA No. 485
Nevada Las Vegas (partial)* BTA No. 245
Reno BTA No. 372
Utah Logan BTA No. 258
Provo-Orem (partial)* BTA No. 365
St. George BTA No. 392
Salt Lake City-Ogden (partial)* BTA No. 399
Idaho Boise-Nampa BTA No. 50
Idaho Falls BTA No. 202
Lewiston-Moscow BTA No. 250
Pocatello BTA No. 353
Twin Falls BTA No. 451
Washington Spokane BTA No. 425
Montana Billings BTA No. 41
Bozeman BTA No. 53
Butte BTA No. 64
Great Falls BTA No. 171
Helena BTA No. 188
Kalispell BTA No. 224
Missoula BTA No. 300
So. Ind.--KY Anderson (partial)*, IN BTA No. 15
Bloomington-Bedford, IN BTA No. 47
Bowling Green, KY BTA No. 52
Cincinnati (partial)*, OH BTA No. 81
Clarksville, KY BTA No. 83
Columbus, IN BTA No. 93
Evansville, IN BTA No. 135
Indianapolis (partial)*, IN BTA No. 204
Louisville (partial)*, KY BTA No. 263
Madisonville, KY BTA No. 273
Owensboro, KY BTA No. 338
Paducah, KY BTA No. 339
Richmond, IN BTA No. 373
Terre Haute, IN BTA No. 442
Vincennes-Washington, IN BTA No. 457

(*partial portions of BTAs are described in detail in Exhibit 2.1 attached
herketo)

**** Confidential portions omitted and filed separately with the Commission

<PAGE>

This Addendum II, dated as of December --, 1999, contains certain
additional and supplemental terms and provisions to that certain Sprint PCS
Management Agreement entered into as of October 15, 1998, as amended by that
certain Addendum I to Sprint PCS Management Agreement ("Addendum I") (such
agreement, as amended being the "Management Agreement").

The terms and provisions of this Addendum II control, supersede and amend
any conflicting terms and provisions contained in the Management Agreement.
Except for express modifications made in this Addendum, the Management Agreement
continues in full force and effect.

Capitalized terms used and not otherwise defined in this Addendum have the
meanings ascribed to them in the Management Agreement. Section and Exhibit
references in this Addendum are to Sections and Exhibits of the Management
Agreement unless otherwise noted.

1. Expansion of Service Area. Sprint PCS and Manager agree that Manager will
develop the BTAs set forth above in addition to the prior committed build
out of Manager in the Sacramento and Reno BTAs (the combined new areas
being called the "New Service Area" and the prior committed build out
being called the "Original Service Area"). Manager and Sprint PCS agree
that, subject to certain financing conditions as set forth below in
Section 2 of this Addendum II, the Service Area is expanded to include
all, but not less than all, of the New Service Area.

2. Financing.

(a) The word "and" is inserted between the words "thereto" and "before" in
the last sentence of Section 1.7.

(b) The following paragraph is added at the end of Section 1.7:

Sprint PCS agrees to propose modifications to the Management
Agreement, and perhaps to the Schedule of Definitions, the Services
Agreement, the Sprint Trademark and Service Mark License Agreement,
and the Sprint Spectrum Trademark and Service Mark License
Agreement, that will enhance Manager's ability to obtain financing
for the Service Area Network. Sprint PCS will not be required to
offer the Manager subsequent modifications offered or agreed to with
Other Managers subsequent to the initial set of modifications.

(c) A revised and amended Exhibit 1.7, in the form attached to this
Addendum, is approved by Sprint PCS and Manager and is expressly made a part of
the Management Agreement.

(d) The parties agree that the Manager's closing of the financing
described in amended Exhibit 1.7 (the "New Service Area Financing") by April 15,
2000 (the "Financing Date") is a material term of this Addendum II to the
Management Agreement and that upon Manager's failure to obtain the New Service
Area Financing by the Financing Date Sprint PCS may declare Manager to be in
breach of the Management Agreement pursuant to Section 11.3.6 thereof; provided,
however, that if, as of the Financing Date, Manager has financing sufficient to
complete the build-out of the Original Service Area, Sprint PCS may not use such
breach as a basis to terminate the Management Agreement with respect to the
Original Service Area. The parties further agree that, except for any
modification to the Service Area, the terms of this Addendum II will survive any
termination with respect to the New Service Area.

3. Build-out Plan. A revised and amended Build-out Plan is incorporated into
Exhibit 2.1, in the form attached to this Addendum, and such revised and
amended Build-out Plan is approved by Sprint PCS and

**** Confidential portions omitted and filed separately with the Commission

<PAGE>

Manager and is expressly made a part of the Management Agreement. If the
Management Agreement is terminated with respect to the New Service Area,
the original Exhibit 2.1 will be effective.

4. Purchase of Assets. The purchase of certain assets (the "Assets") from
Sprint PCS by Manager is provided for under and pursuant to the terms of
the Asset Purchase Agreement attached as Exhibit A (also shown as Exhibit
2.6 to Management Agreement) and incorporated herein by this reference
(the "Asset Purchase Agreement"). The Assets are listed on Exhibit A to
the Asset Purchase Agreement. The parties recognize and acknowledge that a
due diligence investigation will be undertaken and completed by Manager as
provided for under the terms of the Asset Purchase Agreement prior to its
determination of whether to make the asset purchase contemplated under
such Asset Purchase Agreement. If manager does not purchase the Assets
pursuant to the terms of the Asset Purchase Agreement, then the BTAs in
which those Assets that are not transferred are located will be excluded
from the New Service Area. Manager shall be responsible for obtaining any
required consents and releases of the various landlords for any leases
acquired or assumed by Manager in connection with the purchase of the
Assets. The purchase price for the Assets is set forth in the Asset
Purchase Agreement.

5. Subscribers. For the right to manage operations in the Service Area, which
includes providing Sprint PCS Services to current Sprint PCS Subscribers,
Manager agrees to pay to Sprint PCS the amount equal to **** for the
Subscribers with an NPA-NXX in the Spokane BTA as of the Financing Date
(the "Spokane Subscribers"). For each Subscriber with an NPA-NXX in the
Service Area and not located in the Spokane BTA as of the Financing Date
(the "Additional Subscribers"), Manager shall pay to Sprint PCS the sum of
****. Manager will pay for both the Spokane Subscribers and the Additional
Subscribers on or before the Financing Date.

For purposes of this paragraph, "Subscriber" means any subscriber to
Sprint PCS service who satisfies all of the following tests: (i) such subscriber
has a NPA-NXX within the Manager's Service Area; (ii) such subscriber is
"active" (as defined below) in the Sprint PCS P2K billing system; (iii) such
subscriber is properly in the "current", "1-30 days past due" or "31-60 days
past due" category in the Sprint PCS accounts receivable management system; (iv)
such subscriber's use is not on a demonstration or test basis; and (v) such
subscriber's use is not pursuant to or under a Sprint PCS employee pricing plan
(other than the Sprint Employee Advantage Plans). For purposes of this paragraph
"active" means not disconnected or canceled.

For each Subscriber who receives Sprint PCS Products and Services using a
Sprint PCS handset which is under warranty at the time of transfer each such
handset shall be subject to the underlying handset purchase agreement and
warranties of Sprint PCS insofar as provided for in such agreements. From and
after April 15, 2000, the cost and risk of loss from defective handsets and
warranty exchanges for any subscribers shall be borne by Manager.

**** Confidential portions omitted and filed separately with the Commission

<PAGE>

6. Sprint Spectrum Employees. Manager will exercise commercially reasonable
efforts to hire all Sprint Spectrum employees working in the Spokane BTA.

7. Fixed Wireless Local Loop. As of the date of this Addendum II, there are
limited geographic areas within the New Service Area and the Original
Service Area in which Sprint PCS or a Related Party of Sprint PCS owns a
priority local exchange carrier. In the geographic areas where Sprint PCS
or its Related Party owns a local exchange carrier, Manager's planned
coverage completely overlaps the portion of the local exchange carrier's
territory in Manager's Service Area.

8. Build out of Spokane MTA. Manager's obligation to complete the network
build-out in the Spokane MTA in a manner sufficient to comply with the
10-year minimum pops coverage requirement under the Sprint PCS license for
such MTA, as required by the FCC, is a material term of the Management
Agreement.

9. Expedite Fees. If Sprint PCS and Manager agree to pay additional fees to a
third party for any efforts associated with expediting completion of any
portion of Manager's Build out Plan or Switch Integration to meet a
Network Ready Date (the "NRD") including, but not limited to, payment of
expedited fees for microwave relocation, and the NRD is later extended due
to Manager action or lack of action, then Manager will have full
responsibility for the payment of such fees.

10. Long-Distance Pricing.

(a) The first sentence of Section 3.4 is deleted in its entirety and
replaced by the following language:

Manager must purchase long-distance telephony services from Sprint
through Sprint PCS both (i) to provide long-distance telephony
service to users of the Sprint PCS Network and (ii) to connect the
Service Area Network with the national platforms used by Sprint PCS
to provide services to Manager under the agreement and/or the
Services Agreement. Sprint will bill Sprint PCS for such services
rendered to Sprint PCS, Manager and all Other Managers, and in turn,
Sprint PCS will bill Manager for the services used by Manager.
Manager will be charged the same price for such long-distance
service as Sprint PCS is charged by Sprint (excluding interservice
area long-distance travel rates) plus an additional administrative
fee to cover Sprint PCS' processing costs.

(b) The following sentence is added as a second paragraph in Section
3.4:

"Manager may not resell the long-distance telephony services
acquired from Sprint under this Section 3.4."

11. Voluntary Resale of Products and Services. Section 3.5.2 is modified by
amending the second sentence of the second paragraph in its entirety to
read as follows:

"If Manager wants handsets of subscribers of resellers with NPA-NXXs
of Manager to be activated, Manager must agree to comply with the
terms of the program, including its pricing provisions."

**** Confidential portions omitted and filed separately with the Commission

<PAGE>

12. Right of Last Offer. Section 3.7 is modified by adding the following
language: "(other than backhaul services relating to national platform and
IT application connections, which Manager must purchase from Sprint)" both
between (i) "Service Area Network" and "if Manager decides to use" in the
first sentence of the first paragraph and (ii) "for these services" and
"and the agreement was not made" in the first sentence of the second
paragraph.

13. Non-termination of Agreement. The following language is added at the end
of Section 11.5.3 and Section 11.6.4: "but such action does not terminate
this agreement."

14. Announced Transactions. Section 17.24 is deleted in its entirety.

15. Additional Terms and Provisions. The phrase "the Addendum also describes"
is deleted from the second sentence of Section 17.25, and the following
language is inserted at the end of that second sentence: "are described on
Exhibit 17.25, and photocopies of any such written agreements have been
delivered to Sprint PCS".

16. Federal Contractor Compliance. A new Section 17.28, the text of which is
attached as Exhibit B, is added and incorporated by this reference.

17. Year 2000 Compliance. The following Section 17.29 is added:

17.29 Year 2000 Compliance. Sprint PCS and Manager each
separately represents and warrants that any system or equipment
acquired, operated or designated by it for use in the Service Area
Network or for use to support the Service Area Network, including
(without limitation) billing, ordering and customer service systems,
will be capable of correctly processing and receiving date data, as
well as properly exchanging date data with all products (for
example, hardware, software and firmware) with which the Service
Area Network is designed to be used, and will not malfunction or
fail to function due to an inability to process correctly date data
in conformance with Sprint PCS requirements for "Year 2000
Compliance." If the Service Area Network or any system used to
support the Service Area Network fails to operate as warranted due
to defects or failures in any system or equipment selected by
Manager (including systems or equipment of third party vendors and
subcontractors selected by Manager rather than by Sprint PCS)
Manager will, at its own expense, make the repairs, replacements or
upgrades necessary to correct the failure and provide a Year 2000
Compliant Service Area Network. If the Service Area Network or any
system used to support the Service Area Network fails to operate as
warranted due to defects or failures in any systems or equipment
selected by Sprint PCS (including systems or equipment of third
party vendors and subcontractors that Sprint PCS selects and
requires Manager to use), Sprint PCS will, at its own expense, make
the repairs, replacements or upgrades necessary to correct the
failure and provide a Year 2000 Compliant Service Area Network.

"Year 2000 Compliance" means the functions, calculations, and
other computing processes of the Service Area Network (collectively
"Processes") that perform and otherwise process, date-arithmetic,
display, print or pass

**** Confidential portions omitted and filed separately with the Commission
<PAGE>

date/time data in a consistent manner, regardless of the date in
time on which the Processes are actually performed or the dates used
in such data or the nature of the date/time data input, whether
before, during or after January 1, 2000 and whether or not the
date/time data is affected by leap years. To the extent any part of
the Service Area Network is intended to be used in combination with
other software, hardware or firmware, it will properly exchange
date/time data with such software, hardware or firmware. The Service
Area Network will accept and respond to two-digit year-date input,
correcting or supplementing as necessary, and store, print, display
or pass date/time data in a manner that is unambiguous as to
century. No date/time data will cause any part of' the Service Area
Network to perform an abnormally ending routine or function within
the Processes or generate incorrect final values or invalid results.

18. Designation of Selected Services. For the period from January 1,2000 until
the earlier of a) such time as Manger has its Reno switch in place and
operational or b) May 31, 2000 (the "Interim Switching Period"), Manager
will designate its Selected Services under Option 1, "Sprint PCS
Provided," and will be charged a price of **** for utilization of the
Sprint PCS Sacramento switch (the **** switching fee assumes deployment of
up to 14 cell sites in the Grass Valley/Auburn area during the Interim
Switching Period). At the point when Manager transfers Manager's cell
sites to Manager's own switch, Manager will change to the Selected
Services Option 2, "Sprint PCS Provided but Manager Provides Switching."
If Manager has need to stay on the Sprint PCS Sacramento switch after May
31, 2000, the **** switching rate will be re-calculated at that time.
Manager is responsible for all transition costs of converting backhaul
connections from Manager's cell sites to the Sprint PCS Sacramento switch
to Manager's switch, including any charges for hardware, leased lines,
installation, termination of existing circuits, etc.

19. Payment of Fees Under Services Agreement. The second sentence of Section
3.1 of the Services Agreement is deleted in its entirety and replaced by
the following two sentences:

Except with respect to fees paid for billing-related services, the
monthly charge for any fees based on the number of subscribers of
the Service Area Network will be determined based on the number of
subscribers as of the 15th day of the month for which the charge is
being calculated. With respect to fees paid for billing-related
services, the monthly charge for any fees based on the number of
subscribers will be based on the number of gross activations in the
month for which the charge is being calculated plus the number of
subscribers of the Service Area Network on the last day of the prior
calendar month.

20. Deleted Sections. Paragraphs 1, 4, and 6 of Addendum I are stricken in
their entirety.

21. Use of Loan Proceeds. Sprint PCS is entering into that certain Consent and
Agreement effective as of the date it is executed, by and between Sprint
Spectrum L.P., Sprint Communications Company, L.P., WirelessCo, L.P. and
Banque Paribas as administrative agent (together with any successors
thereof in accordance with that certain Credit Agreement to be entered
into among Manager, and Administrative Agent) (which Consent and
Agreement, as amended and modified from time to time, is referred to as
the "Consent and Agreement"), to enable Manager to obtain loans from the
Lenders (as defined in the Consent and Agreement, the "Lenders"). Manager
agrees that notwithstanding the permitted uses of the proceeds from the
loans made to Manager to which the Consent and Agreement relates or from
any other loan or extension of credit to which the Consent and Agreement
relates, Manager will not use the proceeds from any such loan or extension
of credit for any purpose other than to construct and operate the wireless
service

**** Confidential portions omitted and filed separately with the Commission
<PAGE>

within the Service Area (as may be amended from time to time) as
contemplated under the Management Agreement.

22. Notices. Manager agrees to promptly give Sprint PCS a copy of any notice
Manager receives from any Agent or any Lender, and a copy of any notice
Manager gives to any Agent or any Lender. Sprint PCS agrees to promptly
give Manager a copy of any notice Sprint PCS receives from the
Administrative Agent or any Lender and a copy of any notice that Sprint
PCS gives to the Administrative Agent or any Lender.

23. No Default Under Management Agreement. Manager warrants and represents
that as of the date hereof, no Default or Event of Default under the
Management Agreement or any documents or instruments related thereto has
occurred.

IN WITNESS WHEREOF, the parties hereto have caused this Addendum II to be
executed as of the date first above written.

UbiquiTel Holdings, Inc.

By:______________________________________
Name:
Title:

WirelessCo, L.P.

By:______________________________________
Bernard A. Bianchino
Chief Business Development Officer

Sprint Spectrum L.P.

By:______________________________________
Bernard A. Bianchino
Chief Business Development Officer

Cox Communications PCS, L.P.

By:______________________________________
Bernard A. Bianchino
Chief Business Development Officer

Cox PCS License, L.L.C.

By:______________________________________
Bernard A. Bianchino
Chief Business Development Officer

Sprint Communications Company, L.P.

By:______________________________________
Name:
Title:

**** Confidential portions omitted and filed separately with the Commission

<PAGE>

Exhibit B

Section 17.28. Federal Contractor Compliance.

(1) The Manager will not discriminate against any employee or
applicant for employment because of race, color, religion, sex, or national
origin. The Manager will take affirmative action to ensure that applicants are
employed, and that employees are treated during employment without regard to
their race, color, religion, sex, or national origin. Such action shall include,
but not be limited to the following: Employment, upgrading, demotion, or
transfer; recruitment or recruitment advertising; layoff or termination; rates
of pay or other forms of compensation; and selection for training, including
apprenticeship. The Manager agrees to post in conspicuous places, available to
employees and applicants for employment, notices to be provided setting forth
the provisions of this nondiscrimination clause.

(2) The Manager will, in all solicitations or advertisements for
employees placed by or on behalf of the Manager, state that all qualified
applicants will receive considerations for employment without regard to race,
color, religion, sex, or national origin.

(3) The Manager will send to each labor union or representative of
workers with which he has a collective bargaining agreement or other contract or
understanding, a notice to be provided advising the said labor union or workers'
representatives of the Manager's commitments under this section, and shall post
copies of the Notice in conspicuous places available to employees and applicants
for employment.

(4) The Manager will comply with all provisions of Executive Order
11246 of September 24, 1965., and of the rules, regulations, and relevant orders
of the Secretary of Labor.

(5) The Manager will furnish all information and reports required by
Executive Order 11246 of September 24, 1965, and by rules, regulations, and
orders of the Secretary of Labor, or pursuant thereto, and will permit access to
his books, records, and accounts by the administering agency and the Secretary
of Labor for purposes of investigation to ascertain compliance with such rules,
regulations, and orders.

(6) In the event of the Manager's noncompliance with the
nondiscrimination clauses of this contract or with any of the said rules,
regulations, or orders, this contract may be canceled, terminated, or suspended
in whole or in part and the Manager may be declared ineligible for further
Government contracts or federally assisted construction contracts in accordance
with procedures authorized in Executive Order 11246 of September 24, 1965, and
such other sanctions may be imposed and remedies invoked as provided in
Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of
the Secretary of Labor, or as otherwise provided by law.

(7) The Manager will include the portion of the sentence immediately
preceding paragraph (1) and the provisions of paragraphs (1) through (7) in
every subcontract or purchase order unless exempted by rules, regulations, or
orders of the Secretary of Labor issued pursuant to section 204 of Executive
Order 11246 of September 24, 1965, so that such provisions will be binding upon
each subcontractor or vendor. The Manager will take such action with respect to
any subcontract or purchase order as the administering agency may direct as a
means of enforcing such provisions, including sanctions for noncompliance.
Provided, however, that in the event a Manager becomes involved in, or is
threatened with, litigation with a subcontractor or vendor as a result of such
direction by the administering agency the Manager may request the United States
to enter into such litigation to protect the interests of the United States.

(8) In consideration of contracts with Sprint PCS, the Manager
agrees to execute the Certificate of Compliance attached hereto as Attachment I
and further agrees that this certification shall be part of each contract
between Sprint PCS and Manager. The Manager will include Attachment I in every
subcontract or purchase order, so that such provisions will be binding upon each
subcontractor.

**** Confidential portions omitted and filed separately with the Commission

<PAGE>

CERTIFICATE OF COMPLIANCE WITH
FEDERAL REGULATIONS

In consideration of contracts with SPRINT SPECTRUM L.P., the undersigned
"contractor", "vendor" or "consultant" agrees to the following and further
agrees that this Certification shall be a part of each purchase order, supply
agreement, or contract between SPRINT SPECTRUM L.P. and the undersigned.

24. Equal Opportunity.

Executive Order 11246 is herein incorporated by reference.

25. Affirmative Action Compliance

If undersigned Contractor has 50 or more employees and if this contract is
for $50,000 or more, Contractor shall develop a written Affirmative Action
Compliance Program for each of its establishments, as required by rules
and regulations of the Secretary of Labor (41 CFR 60-1 and 60-2).

26. Affirmative Action for Special Disabled and Vietnam Era Veterans

If this contract exceeds $10,000, the undersigned Contractor certifies
that the Contractor does not discriminate against any employee or
applicant because the person is a Special Disabled or Vietnam Veteran and
complies with the rules, regulations and relevant orders of the Secretary
of Labor issued pursuant to the Vietnam Veterans Readjustment Assistance
Act of 1972, as amended.

Contractor hereby represents that it has developed and has on file, at
each establishment, affirmative action programs for Special Disabled and
Vietnam Era Veterans required by the rules and regulations of the
Secretary of Labor (41 CFR 60-250).

27. Affirmative Action for Handicapped Workers

If this contract exceeds $2,500, the undersigned Contractor certifies that
the Contractor does not discriminate against any employee or applicant
because of physical or mental handicap and complies with the rules,
regulations and relevant orders of the Secretary of Labor issued under the
Rehabilitation Act of 1973, as amended.

Contractor hereby represents that it has developed and has on file, at
each establishment, affirmative action programs for Handicapped Workers
required by the rules and regulations of the Secretary of Labor (41 CFR
60-741).

28. Employer Information Report (EEO-l Standard Form 100)

If undersigned Contractor has 50 or more employees and if this contract is
for $10,000 or more, Contractor shall complete and file government
Standard Form 100, Equal Employment Opportunity Employer Information
Report EEO-l, in accordance with instructions contained therein.

29. Compliance Review.

The undersigned Contractor certifies that it has not been subject to a
Government equal opportunity compliance review. If the Contractor has
been reviewed, that review occurred on ____________________ (date).

**** Confidential portions omitted and filed separately with the Commission
<PAGE>

30. Utilization of Small Businesses, Small Disadvantaged Businesses, and
Women-Owned Small Business

It is the policy of SPRINT SPECTRUM L.P., consistent with Federal
Acquisition Regulations (FAR 52.219-8 and FAR 52.219-13), that small
business concerns, small business concerns owned and controlled by
socially and economically disadvantaged individuals, and women-owned
businesses shall have the maximum practicable opportunity to participate
in performing subcontracts under Government contracts for which SPRINT
SPECTRUM L.P. is the Government's Prime Contractor. SPRINT SPECTRUM L.P.
awards contracts to small businesses to the fullest extent consistent with
efficient prime contract performance. The Contractor agrees to use its
best efforts to carry out this policy in the award of its subcontract to
the fullest extent consistent with the efficient performance of this
contract.

Contractor hereby represents that it __ is __ is not a small business, __
is __ is not a small business owned and controlled by socially and
economically disadvantaged individuals, and __ is __ is not a small
business controlled and operated as a women-owned small business as
defined by the regulations implementing the Small Business Act.

If the answer to any of the above is in the affirmative, Contractor will
complete SPRINT SPECTRUM L.P. Small/Minority/Women Owned Business Self
Certification Form.

This form is available from Mr. Ron Gier, Sprint PCS, 4900 Main Street,
Kansas City, Missouri 64112.

31. Certification of Nonsegregated Facilities

If this contract is expected to exceed $10,000, the undersigned Contractor
certifies as follows:

The Contractor certifies that the Contractor does not or will not maintain
or provide for its employees any segregated facilities at any of its
establishments, and that it does not and will not permit its employees to
perform services at any location, under its control, where segregated
facilities are maintained. The Contractor agrees that a breach of this
Certification is a violation of the Equal Opportunity provision of this
contract. As used in this Certification, the term "segregated facilities"
means any waiting rooms, work areas, rest rooms and wash rooms,
restaurants and other eating areas, time clocks, locker rooms and other
storage or dressing areas, parking lots, drinking fountains, recreation or
entertainment areas, transportation, and housing facilities provided for
employees that are segregated by explicit directive or are in fact
segregated on the basis of race, color, religion, or national origin,
because of habit, local custom, or otherwise. Contractor further agrees
that (except where it has obtained identical certifications from proposed
subcontracts for specific time periods) it will obtain identical
certifications from proposed subcontractors prior to the award of
subcontracts exceeding $10,000 that are not exempt from the provisions of
the Equal Opportunity Clause; and that it will retain such certification
in its files.

32. Clean Air and Water

The undersigned Contractor certifies that any facility to be used in the
performance of this contract __ is __ is not listed on the Environmental
Protection Agency List of Violating Facilities.

The undersigned Contractor agrees to immediately notify SPRINT SPECTRUM
L.P., immediately upon the receipt of any communication from the
Administrator or a designee of the Environmental Protection Agency
indicating that any facility that the Contractor proposes to use for the
performance of the contract is under consideration to be listed on the EPA
List of Violating Facilities. SPRINT SPECTRUM L.P. includes this
certification and agreement pursuant to FAR 52-223-1(c) which requires
including such paragraph (c) in every nonexempt subcontract.

**** Confidential portions omitted and filed separately with the Commission

<PAGE>

Contractor:

_________________________________________
Company Name

_________________________________________
Address

_________________________________________
City State Zip

By ______________________________________
Name:
Title:

**** Confidential portions omitted and filed separately with the Commission

<PAGE>

ADDENDUM III
TO
SPRINT PCS MANAGEMENT AGREEMENT
Dated as of February 14, 2000

Manager: Ubiquitel Holdings, Inc.

Service Area:

California Chico BTA No. 79
Eureka BTA No. 134
Redding BTA No. 371
Sacramento (partial) BTA No. 389
Yuba City (partial) BTA No. 485
Nevada Las Vegas (partial) BTA No. 245
Reno BTA No. 372
Utah Logan BTA No. 258
Provo-Orem (partial) BTA No. 365
St. George BTA No. 392
Salt Lake City-Ogden (partial) BTA No. 399
Idaho Boise-Nampa BTA No. 50
Idaho Falls BTA No. 202
Lewiston-Moscow BTA No. 250
Pocatello BTA No. 353
Twin Falls BTA No. 451
Washington Spokane BTA No. 425
Montana Billings BTA No. 41
Bozeman BTA No. 53
Butte BTA No. 64
Great Falls BTA No. 171
Helena BTA No. 188
Kalispell BTA No. 224
Missoula BTA No. 300
So. Ind.--KY Anderson (partial), IN BTA No. 15
Bloomington-Bedford, IN BTA No. 47
Bowling Green, KY BTA No. 52
Cincinnati (partial), OH BTA No. 81
Clarksville, KY BTA No. 83
Columbus, IN BTA No. 93
Evansville, IN BTA No. 135
Indianapolis (partial), IN BTA No. 204
Louisville (partial), KY BTA No. 263
Madisonville, KY BTA No. 273
Owensboro, KY BTA No. 338
Paducah, KY BTA No. 339
Richmond, IN BTA No. 373
Terre Haute, IN BTA No. 442
Vincennes-Washington, IN BTA No. 457

This Addendum III (this "Addendum"), dated as of February 14, 2000,
contains certain additional and supplemental terms and provisions to that
certain Sprint PCS Management Agreement entered into as of October 15, 1998, as
amended by that certain Addendum I to Sprint PCS Management Agreement, dated
October 15, 1998 and

1
<PAGE>

that certain Addendum II to Sprint PCS Management Agreement, dated December 28,
1999 (such agreement, as amended being the "Management Agreement").

The terms and provisions of this Addendum III control, supersede and amend
any conflicting terms and provisions contained in the Management Agreement.
Except for express modifications made in this Addendum, the Management Agreement
continues in full force and effect.

Capitalized terms used and not otherwise defined in this Addendum have the
meanings ascribed to them in the Management Agreement. Section and Exhibit
references in this Addendum are in Sections and Exhibits of the Management
Agreement unless otherwise noted.

1. Backhaul and Interconnection. Manager will own and have in operation a
switch capable of switching traffic for the Original Service Area Network on or
before December 31, 2000. In addition, on or before December 31, 2000, Manager
will disconnect all of Manager's circuits from the Sprint PCS Sacramento switch.
For the period from the date of this Addendum until the earlier of (a) such time
as Manager has its own switch available to handle such traffic or (b) December
31, 2000, Manager will be responsible for all backhaul and interconnection costs
associated with the backhaul of all Newcastle traffic through the Sprint PCS
Sacramento switch. Also, Manager will be responsible for all transition costs of
converting existing connections from the Sprint PCS Sacramento switch to Manager
switch, including any charges for hardware, leased-lines, installation, etc.

2. Designation of Selected Services. For utilization of the Sprint PCS
Sacramento switch (i) for the period from the date of this Addendum until the
earlier of (A) May 31, 2000 and (B) the date on which Manager has its switch in
place and operational, Manager will designate its Selected Services under Option
1, "Sprint PCS Provided," and will be charged a price equal to ****; and (ii)
for the period from June 1, 2000 until the earlier of (A) December 31, 2000 and
(B) the date on which Manager has its switch in place and operational, Manager
will designate its Selected Services under Option 1, "Sprint PCS Provided," and
will be charged a price to be determined solely by Sprint PCS.

2
<PAGE>

**** Confidential portions omitted and filed separately with the Commission.

3
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed as of the date first above written.

UbiquiTel Holdings, Inc.
By:
Name:
Title:

WirelessCo, L.P.

By:____________________________________________
Bernard A. Bianchino
Senior Vice President and Chief Business
Development Officer - Sprint PCS

Sprint Spectrum L.P.

By:____________________________________________
Bernard A. Bianchino
Senior Vice President and Chief Business
Development Officer - Sprint PCS

Cox Communications PCS, L.P.

By:____________________________________________
Bernard A. Bianchino
Senior Vice President and Chief Business
Development Officer - Sprint PCS

Cox PCS License, L.L.C.

By:____________________________________________
Bernard A. Bianchino
Senior Vice President and Chief Business
Development Officer - Sprint PCS

Sprint Communications Company, L.P.

By:____________________________________________
Don A. Jensen
Vice President - Law

4
<PAGE>

ADDENDUM IV
TO
SPRINT PCS MANAGEMENT AGREEMENT
Dated as of April 5, 2000

Manager: Ubiquitel Holdings, Inc.

Service Area:
California Chico BTA No. 79
Eureka BTA No. 134
Redding BTA No. 371
Sacramento (partial) BTA No. 389
Yuba City (partial) BTA No. 485
Nevada Las Vegas (partial) BTA No. 245
Reno BTA No. 372
Utah Logan BTA No. 258
Provo-Orem (partial) BTA No. 365
St. George BTA No. 392
Salt Lake City-Ogden (partial) BTA No. 399
Idaho Boise-Nampa BTA No. 50
Idaho Falls BTA No. 202
Lewiston-Moscow BTA No. 250
Pocatello BTA No. 353
Twin Falls BTA No. 451
Washington Spokane BTA No. 425
Montana Billings BTA No. 41
Bozeman BTA No. 53
Butte BTA No. 64
Great Falls BTA No. 171
Helena BTA No. 188
Kalispell BTA No. 224
Missoula BTA No. 300
So. Ind.--KY Anderson (partial), IN BTA No. 15
Bloomington-Bedford, IN BTA No. 47
Bowling Green, KY BTA No. 52
Cincinnati (partial), OH BTA No. 81
Clarksville, KY BTA No. 83
Columbus, IN BTA No. 93
Evansville, IN BTA No. 135
Indianapolis (partial), IN BTA No. 204
Louisville (partial), KY BTA No. 263
Madisonville, KY BTA No. 273
Owensboro, KY BTA No. 338
Paducah, KY BTA No. 339
Richmond, IN BTA No. 373
Terre Haute, IN BTA No. 442
Vincennes-Washington, IN BTA No. 457

This addendum IV, dated as of April 5, 2000 (this "Addendum"), contains
certain additional and supplemental terms and provisions to that certain Sprint
PCS Management Agreement entered into as of October 15, 1998, as amended by that
certain Addendum I to Sprint PCS Management entered into as of October 15, 1998

5
<PAGE>

("Addendum I"), that certain Addendum II to Sprint PCS Management Agreement
dated as of December 28, 1999 ("Addendum II"), and that certain Addendum III to
Sprint PCS Management Agreement dated as of February 14, 2000 ("Addendum III")
(such agreement, as amended, being the "Management Agreement").

The terms and provisions of this Addendum control, supersede and amend any
conflicting terms and provisions contained in the Management Agreement. Except
for express modifications made in this Addendum, the Management Agreement
continues in full force and effect.

3. Confirmation of Restructuring and Assumption of Sprint Agreements.
Manager confirms and agrees that its present organizational structure,
indicating its stockholders and subsidiaries, is attached to this Addendum as
Exhibit A. Manager acknowledges and agrees that Manager is the party to the
Management Agreement, the Services Agreement, the License Agreements and the
Asset Purchase Agreement and that it has assumed all of the obligations of
UbiquiTel L.L.C., a Washington limited liability company, under such agreements.

4. Financing. A revised and amended Exhibit 1.7, in the form attached to
this Addendum, is approved by Sprint PCS and Manager and is expressly made a
part of the Management Agreement.

5. Build-out Plan. Exhibit 2.1 is amended, with respect only to the
Reno BTA (No. 372), to extend the network ready date (NRD) for such BTA to
September 7, 2000, and the hard launch date to September 21, 2000.

6. Use of Loan Proceeds.

(a) Sprint PCS is entering into that certain Amended and Restated
Consent and Agreement among Sprint PCS, Sprint Communications Company, L.P.,
WirelessCo., L.P., Cox Communications PCS, L.P., Cox PCS License, L.L.C., and
Paribas as administrative agent (together with any successors thereof in
accordance with that certain Credit Agreement dated as of March 31, 2000, among
Manager, UbiquiTel Inc., and Paribas as "Agent" (the "Credit Agreement") (which
Amended and Restated Consent and Agreement, as amended and modified from time to
time, is referred to as the "Consent and Agreement")), to enable Manager to
obtain loans from the Lenders (as defined in the Consent and Agreement, the
"Lenders"). Manager agrees that notwithstanding the permitted uses of the
proceeds from the loans made to Manager to which the Consent and Agreement
relates or from any other loan or extension of credit to which the Consent and
Agreement relates, Manager will not use the proceeds from any such loan or
extension of credit for any purpose other than to construct and operate the
wireless service within the Service Area (as may be amended from time to time)
as contemplated under the Management Agreement, and for corporate and working
capital purposes related to such construction and operation.

(b) Notwithstanding anything to the contrary in Paragraph 21 of
Addendum II, Sprint PCS and Manager agree that, in addition to the uses of the
proceeds from the loan or extension of credit contemplated in such Paragraph 21,
Manager may use the proceeds from the loan or extension of credit contemplated
in such Paragraph 21 for corporate and working capital purposes related to the
construction and operation of the wireless service within the Service Area (as
may be amended from time to time) as contemplated under the Management
Agreement.

6
<PAGE>

7. Notices. Manager agrees to promptly give Sprint PCS a copy of any
notice Manager receives from any Agent or any Lender, and a copy of any notice
Manager gives to any Agent or any Lender. Sprint PCS agrees to promptly give
Manager a copy of any notice Sprint PCS receives from the Administrative Agent
or any Lender and a copy of any notice that Sprint PCS gives to the
Administrative Agent or any Lender.

8. No Default Under Credit Agreement or Management Agreement. Manager
warrants and represents that as of the date hereof, no Default or Event of
Default under the Credit Agreement or any documents or instruments related
thereto has occurred. Manager warrants and represents that as of the date
hereof, no breach or Event of Termination under the Management Agreement, the
Services Agreement, the License Agreements or any documents or instruments
related thereto has occurred.

9. Defense to Employment-Related Charges. Sprint PCS agrees that it will
defend and indemnify Manager against any claims or charges filed with the Equal
Employment Opportunity Commission by a former Sprint PCS employee alleging a
violation of federal or state law arising out of actions that occurred on or
before April 15, 2000. If any part of the alleged violation occurred after April
15, 2000, Sprint PCS agrees that it will work with Manager to jointly defend
against the claim or charge. In return for these promises, Manager agrees to
cooperate with Sprint PCS in defending against any such claim or charge.
Manager's cooperation shall include, but not be limited to, making fact
witnesses available for consultation with Sprint PCS personnel who are working
on the defense of the claim or charge, providing Sprint PCS with access to
documents deemed necessary by Sprint PCS to defend the claim or charge, and
allowing any Manager personnel who are deemed by Sprint PCS to be necessary for
the defense of the claim or charge to attend any hearing or mediation related to
it.

IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed as of the date first above written.

"Manager"

UbiquiTel Operating Company

By:____________________________________________
Name:
Title:

"Sprint PCS"

Sprint Spectrum L.P.

By:____________________________________________
Bernard A. Bianchino
Senior Vice President and Chief Business
Development Officer - Sprint PCS

Sprint Communications Company, L.P.

By:____________________________________________,
Don A. Jensen

7
<PAGE>

Vice President - Law

8
<PAGE>

Schedule of Definitions

This Schedule of Definitions is the "Schedule of Definitions" referred to
in and incorporated by reference under the Management Agreement, Services
Agreement, and Trademark License Agreements (as such agreements are defined
below). Whenever the phrase "this agreement" is used below, such phrase refers
to the particular agreement under whose terms this Schedule of Definitions is
being applied in that instance. If citations to sections or exhibits of
different agreements are included in a definition, the citation to the
particular agreement under whose terms this Schedule of Definitions is being
applied controls to the exclusion of the citations to different agreements.

The following words and phrases used in this agreement have the following
meanings:

"Addendum" means any addendum attached to this agreement that contains the
amendments to this agreement; such Addendum is expressly incorporated as a part
of this agreement.

"Affiliation Agreement" means any and all of the agreements, known as
Sprint PCS Affiliation Agreements, whereby an affiliate and Sprint PCS and/or
one or more of Sprint PCS~ Related Parties agree to the terms and conditions
under which such affiliate will manage the Service Area Network identified in
such agreement, using such Affiliates own PCS license issued by the FCC and any
documents incorporated by reference in such agreement.

"Agent" has the meaning set forth in Section 3.1 of the Sprint Spectrum
Trademark and Service Mark License Agreement or Section 3.1 of the Sprint
Trademark and Service Mark License Agreement.

"Arbiter" has the meaning set forth in Section 12.1.3 of the Management
Agreement or Section 5.1.3 of the Services Agreement.

"Available Services" means those categories of services listed on Exhibit
2.1.1 to the Services Agreement (as the same may be amended from time to time by
Sprint Spectrum and made available to Manager under the terms of the Services
Agreement).

"Available Services and Fees Schedule" means that schedule set forth on
Exhibit 2.1.1 to the Services Agreement, which sets forth the Available Services
offered from time to time and the fees charged for such Available Services.

"Bankruptcy" means, for the purposes of the Trademark License Agreements,
either a Voluntary Bankruptcy or an Involuntary Bankruptcy.

"Brands" means the Sprint PCS Brands and the Sprint Brands.

"BTA" means a Basic Trading Area for which a Basic Trading Area (BTA)
license is issued by the FCC.

"Build-out Plan" means the plan agreed upon by Manager and Sprint PCS,
along with any modifications and updates to the plan, respecting the
construction and design of the Service Area Network, a copy of which is attached
as Exhibit 2.1 to the Management Agreement.

"Business Day" means a day of the year that banks are not required or
authorized to close in the State of New York.

"Cancelled Service" has the meaning set forth in Section 3.2 of the
Services Agreement.

"CDMA" means code division multiple access.

<PAGE>

"Change of Control" has the meaning set forth in Section 17.15.3 of the
Management Agreement.

"Collected Revenues" has the meaning set forth in Section 10.4 of the
Management Agreement.

"Confidential Information" means all Program Requirements, guidelines,
standards, and programs, the technical, marketing, financial, strategic and
other information provided by each party under the Management Agreement,
Services Agreement, and Trademark License Agreements, and any other information
disclosed by one party to the other party pursuant to the Management Agreement,
Services Agreement, and Trademark License Agreements that is not specifically
excluded by Section 12.2 of the Management Agreement. In addition to the
preceding sentence, "Confidential Information" has the meaning set forth in
Section 3.1 of the Sprint Spectrum Trademark and Service Mark License Agreement
or Section 3.1 of the Sprint Trademark and Service Mark License Agreement.

"Controlled Related Party" means the Parent of any Person and each
Subsidiary of such Parent. As used in Section 1.2 and Article 3 of the Sprint
Spectrum Trademark and Service Mark License Agreement or Section 1.2 and Article
3 of the Sprint Trademark and Service Mark License Agreement, the term
"Controlled Related Party" will also include any Related Party of a Person that
such Person or its Parent can directly or indirectly unilaterally cause to take
or refrain from taking any of the actions required, prohibited or otherwise
restricted by such Section, whether through ownership of voting securities,
contractually or otherwise.

"Default Rate" means the rate per annum (computed on the basis of the
actual number of days elapsed in a year of 365 or 366 days, as applicable),
compounded monthly, equal to the Prime Rate (adjusted as and when changes in the
Prime Rate occur) plus five percent (5%).

"Disaggregated License" means that portion of the License that Manager may
or is required to purchase under Section 11 of the Management Agreement from
Sprint PCS under certain circumstances, after Sprint PCS' receipt of FCC
approval of the necessary disaggregation and partition, which portion comprises
no less than the amount of spectrum sufficient to operate one duplex CDMA
carrier (including the required guard bands) within the PCS Spectrum, and no
more than 10 MHz of the Spectrum (at Manager's designation) covering the Service
Area, and which includes the frequencies then in use in the Service Area Network
and, if applicable, adjacent frequencies, so long as such frequencies in the
aggregate do not exceed 10 MHz.

"Dispute Notice" has the meaning set forth in Section 12.1.3 of the
Management Agreement or Section 5.1.3 of the Services Agreement.

"Dispute Notice Date" has the meaning set forth in Section 12.1.3 of the
Management Agreement or Section 5.1.3 of the Services Agreement.

"Encumbrances" has the meaning set forth in Section 5.1(a) of the Sprint
Spectrum Trademark and Service Mark License Agreement or Section 5.1(a) of the
Sprint Trademark and Service Mark License Agreement.

"Entire Business Value" has the meaning set forth in Section 11.7.3 of the
Management Agreement.

"Event of Termination" means any of the events described in Section 11.3
of the Management Agreement. For the purposes of the Sprint Spectrum Trademark
and Service Mark License Agreement only. "Event of Termination" has the meaning
set forth in Section 13.2 of that agreement. For the purposes of the Sprint
Trademark and Service Mark License Agreement only, "Event of Termination" has
the meaning set forth in Section 13.2 of that agreement.

"FAA" means the Federal Aviation Administration.

"FCC" means the Federal Communications Commission.

**** Confidential portions omitted and filed separately with the Commission
<PAGE>

"Financial Lender" means any and all of those commercial and financial
institutions that provide material credit to Manager for the purpose of
assisting Manager with the fulfillment of its obligations and duties under this
agreement.

"fixed wireless local loop" has the meaning set forth in Section 2.4 of
the Management Agreement.

"home service area" means the geographic area within which a customer can
make a local call on the customer's PCS phone (i.e., the customer does not incur
an extra charge).

"Inbound Roaming" means calls placed by a non-Sprint PCS Network customer
on the Sprint PCS Network.

"Indemnitee" and "Indemnitor" have the meanings set forth in Section
13.3.1 of the Management Agreement or Section 6.3.1 of the Services Agreement.

"Initial Term" has the meaning set forth in Section 11.1 of the Management
Agreement.

"Involuntary Bankruptcy" has the meaning set forth in Section 11.3.7 of
the Management Agreement.

"Law" means all laws (statutory or otherwise), ordinances, rules,
regulations, bylaws, Orders and codes of all governmental and regulatory
authorities, whether United States Federal, state or local, which are applicable
to the Sprint PCS Products and Services.

"License" means the PCS license(s) issued by the FCC described on the
Service Area Exhibit to the Management Agreement.

"Licensed Marks" means the trademarks and service marks referred to in the
Recitals section of the Trademark License Agreement under whose terms this
definition is being applied, and such other marks as may be adopted and
established under said agreement from time to time.

"Licensee" has the meaning set forth in the introductory paragraph to the
particular agreement under whose terms this definition is being applied.

"Licensor" has the meaning set forth in the introductory paragraph to the
particular agreement under whose terms this definition is being applied.

"local calling area" means the geographic area within which a customer can
make a local call on the customer's PCS handset without incurring a long
distance charge.

"Loss" means any and all damage, loss, liability, claim, out-of-pocket
cost and expense, including reasonable expenses of investigation and reasonable
attorneys' fees and expenses, but excluding consequential or special damages.

"Management Agreement" means that certain Sprint PCS Management Agreement
executed by Manager and Sprint PCS and any documents incorporated by reference
in said agreement.

"Manager" means the party to this agreement as indicated in the
introductory paragraph of this agreement.

"Manager Management Report" has the meaning set forth in Section 12.1.2 of
the Management Agreement.

**** Confidential portions omitted and filed separately with the Commission
<PAGE>

"Manager's Products and Services" means all types and categories of
wireless communications services and associated products that are offered by
Manager in the Service Area under Section 3.2 of the Management Agreement.

"Marketing Communications Guidelines" means the guidelines issued by
Sprint or Sprint PCS in accordance with Section 5.2 of the Management Agreement
with respect to the marketing, promotion, advertising, distribution, lease and
sale of Sprint PCS Products and Services, as they may be amended from time to
time by Sprint or Sprint PCS in accordance with the terms of the Trademark
License Agreements.

"Master Signature Page" means the document that the parties to the
Management Agreement, Services Agreement and/or one or more of the Trademark
License Agreements sign to evidence their agreement to execute, become a party
to and be bound by each of the agreements, or parts thereof, listed above the
particular party's signature on such Master Signature Page.

"MFN Price" or "Most Favored Nation Price" means, with respect to resale,
the best local market price offered to any third party for the purchase of air
time on Manager's network including but not limited to any third party who may
use the air time for its own wireless communications services or resell the air
time, and, with respect to roaming, the lowest roaming charge of Manager to
other wireless carriers when their customers roam on the Service Area Network.

"MIN" means the 24-bit mobile identification number corresponding to the
7-digit telephone number assigned to the handset, used for both billing and
receiving calls.

"MTA" means a Major Trading Area for which a MTA license is issued by the
FCC.

"New Coverage" means the build-out in the Service Area that is in addition
to the build-out required under the then-existing Build-out Plan, which
build-out Sprint PCS or Manager decides should be built-out.

"Notice Address Schedule" means the schedule attached to the Master
Signature Page that provides the mailing and courier delivery addresses, and the
facsimile number, for giving notices to each of the parties signing the Master
Signature Page. The Notice Address Schedule may include supplemental addresses
that serve as additional or alternate notice addresses for use by the parties in
specifically prescribed situations.

"NPA-NXX" means as follows: "NPA" means numbering plan area, which is the
area code for a telephone number, "NXX" refers to the first three digits of a
telephone number, which identify the specific telephone company central office
that serves that number.

"Offer" means an offer received by Manager to sell substantially all of
the assets comprising or used in connection with the operation and management of
the Service Area Network or any portion of the Service Area Network.

"Offer Notice" means a written notice given by Manager to Sprint PCS that
sets forth in detail the terms and conditions of an Offer and the name and
address of the person or entity making the Offer.

"Offered Interest" means the assets that Manager proposes to sell pursuant
to an Offer.

"Operating Assets" means the assets Manager or its Related Parties owns
and uses in connection with the operation of the Service Area Network, at the
time of termination, to provide the Sprint PCS Products and Services. Operating
Assets does not include items such as furniture, fixtures and buildings that
Manager or its Related Parties use in connection with other businesses. Examples
of Operating Assets include without limitation: switches, towers, cell sites,
systems, records and retail stores.

**** Confidential portions omitted and filed separately with the Commission
<PAGE>

"Operational Level of Sprint PCS" means the average operational level of
all the service area networks operated by Sprint PCS and its Related Parties
without the use of a manager or affiliate, as measured by Sprint PCS, unless the
operational level, as measured by Sprint PCS, of all of the service area
networks operated by Sprint PCS and its Related Parties without the use of a
manager or affiliate that are contiguous to the Service Area are below the
national average, in which case "Operational Level of Sprint PCS" means the
average operational level of those contiguous service area networks.

"Order" means any order, writ, injunction, decree, judgment, award or
determination of any court or governmental or regulatory authority.

"Other Managers" means any person or entity with which Sprint PCS has
entered into an agreement similar to this agreement or an Affiliation Agreement,
including without limitation an affiliate under an Affiliation Agreement or a
manager under another Management Agreement, under which the person or entity
designs, constructs and manages a service area network and offers and promotes
Sprint PCS Products or Services.

"Outbound Roaming" means calls placed by a Sprint PCS Network customer on
a non-Sprint PCS network.

"Parent" means, with respect to any Person, the ultimate parent entity (as
determined in accordance with the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 and the rules and regulations promulgated thereunder) of such Person;
except that if such ultimate parent entity is an individual, the Parent will be
the highest entity in the ownership chain from the ultimate parent entity to and
including such Person that is not an individual.

"Parties" means, with respect to the Management Agreement, Sprint PCS and
Manager. For the purpose of the services Agreement only, "parties" means Sprint
Spectrum and Manager. Sprint is not a party to the Management Agreement, except
to the limited extent described on the signature page executed on behalf of
Sprint. For the purpose of the Trademark License Agreements only, "parties"
means Licensor and Licensee.

"PCS" means a radio communication system authorized under the rules for
broadband personal communications services designated as Subpart E of Part 24 of
the FCC's rules, including the network, marketing, distribution, sales, customer
interface and operations functions relating thereto.

"PCS Spectrum" means the range of frequencies that Sprint PCS is
authorized to use under the License.

"Permitted Assignee" means any assignee of the rights and obligations of
Licensee pursuant to an assignment consented to in writing by Licensor, in its
sole discretion, in accordance with Section 14.1 of the Sprint Spectrum
Trademark and Service Mark License Agreement or Section 14.1 of the Sprint
Trademark and Service Mark License Agreement, or any subsequent permitted
assignee of any such permitted assignee.

"Person" means any individual, partnership, limited partnership, limited
liability company, corporation, trust, other business association or business
entity, estate, or other entity.

"pops" means the population covered by a license or group of licenses.
Unless otherwise noted, as used in the Management Agreement, pops means the most
recent Rand-McNally Population Survey estimate of the population of a geographic
area.

"Premium and Promotional Items" means all items, including clothing,
memorabilia and novelties, used to display the Licensed Marks for the purpose of
promoting the awareness, sale or image of the Sprint PCS Products and Services;
provided, however, that Premium and Promotional Items does not include marketing
and advertising materials prepared by Licensee that are subject to the Marketing
Communications Guidelines (e.g. printed materials such as bill stuffers,
brochures and similar materials).

**** Confidential portions omitted and filed separately with the Commission
<PAGE>

"Prime Rate" means the rate announced from time to time by The Chase
Manhattan Bank, or its successor(s), as its prime rate.

"Program Requirements" means the standards, guidelines, plans, policies
and programs established by Sprint PCS from time to time regarding the operation
and management of the Service Area Network and the Sprint PCS business operated
using the Service Area Network, including the Program Requirements set forth in
Sections 4.1, 4.2, 4.3, 7.2 and 8.1 of the Management Agreement. Sprint PCS may
also implement Program Requirements respecting a voluntary resale program, as
defined in Section 3.5.2 of the Management Agreement.

"Purchase Notice" has the meaning set forth in Section 1.2 of Exhibit 11.8
to the Management Agreement.

"Quality Standards" has the meaning set forth in Section 2.1(a) of the
Sprint Spectrum Trademark and Service Mark License Agreement or Section 2.1(a)
of the Sprint Trademark and Service Mark License Agreement.

"Rand-McNally Population Survey" means the most recent population survey
published by Rand-McNally or, if Rand-McNally no longer publishes the surveys,
then the most recent population survey published by any successor organization
to Rand-McNally or, if no such organization exists, an organization selected by
Sprint PCS that provides surveys similar to the Rand-McNally surveys.

"Receiving Party" has the meaning set forth in Section 3.1 of the Sprint
Spectrum Trademark and Service Mark License Agreement or Section 3. 1 of the
Sprint Trademark and Service Mark License Agreement.

"Related Equipment" means customer-controlled equipment for use in
connection with the Sprint PCS Products and Services including telephones,
wireless handsets and related accessories, PCMCIA cards, "smart" cards, PDA's,
PBX's, set-top boxes and data terminals.

"Related Party" means, with respect to any Person, any other Person that
directly or indirectly through one or more intermediaries controls, is
controlled by, or is under common control with the Person. For purposes of the
Management Agreement, Sprint Spectrum, SprintCom, American PCS Communications,
LLC, PhillieCo Partners I, L.P., and Cox Communications PCS, L.P. will be deemed
to be Related Parties. For purposes of this definition, the term "controls"
(including its correlative meanings "controlled by" and "under common control
with") means the possession, direct or indirect, of the power to direct or cause
the direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.

"Restricted Party" has the meaning set forth in Section 3.1 of the Sprint
Spectrum Trademark and Service Mark License Agreement or Section 3.1 of the
Sprint Trademark and Service Mark License Agreement.

"Selected Services" means those Available Services selected by Manager to
be provided by Sprint Spectrum under Section 2.1 of the Services Agreement. An
Available Service will not be treated as a Selected Service until Sprint
Spectrum begins providing that service.

"Service Area" means the geographic area described on the Service Area
Exhibit to the Management Agreement.

"Service Area Network" means the network and business activities managed
by Manager under the Management Agreement in the Service Area under the License.

"Services Agreement" means that certain Sprint PCS Services Agreement
executed by Manager and Sprint Spectrum and any documents incorporated by
reference in said agreement, whereby Manager may delegate the performance of
certain services to Sprint PCS for fees that represent an adjustment of the fees
paid by Sprint PCS to Manager under Section 10 of the Management Agreement.

**** Confidential portions omitted and filed separately with the Commission
<PAGE>

"Siting Regulations" means:

(1) FCC regulations governing tower siting, lighting, marking,
monitoring, and reporting of lighting malfunctions as set forth in
47 CFR ss.ss. 17.1 through 17.58, and as may be amended;

(2) FAA regulations governing tower siting, lighting, marking,
monitoring, and reporting of lighting malfunctions as set forth in
14 CFR ss.ss. 77.1 through 77.75, and as may be amended;

(3) FCC land use regulations as set forth in 47 CFRss.ss.1.1301 through
1.1319, and as may be amended; and

(4) FCC radio frequency exposure regulations as set forth in 47
CFRss.ss.1.1301 through 1.1319, and as may be amended.

"spectrum" has the same meaning as PCS Spectrum.

"Sprint" means Sprint Communications Company, L.P., a Delaware limited
partnership.

"Sprint Brands" means the "Licensed Marks" as that term is defined under
the Sprint Trademark and Service Mark License Agreement.

"Sprint PCS" means any or all of the following Related Parties who are
License holders and signatories to the Management Agreement: Sprint Spectrum
L.P., a Delaware limited partnership, SprintCom, Inc., a Kansas corporation,
PhillieCo Partners I, L.P., a Delaware limited partnership, Cox Communications
PCS, L.P., a Delaware limited partnership, and American PCS Communications, LLC,
a Delaware limited liability company. Each entity listed above is a Related
Party to each of the other listed entities.

"Sprint PCS Affiliation Agreement" has the same meaning as Affiliation
Agreement.

"Sprint PCS Brands" means the "Licensed Marks" as that term is defined
under the Sprint Spectrum Trademark and Service Mark License Agreement.

"Sprint PCS Communications Policies" means the policies established in
accordance with Section 6.4 of the Management Agreement with respect to public
relations development, maintenance and management, as they may be amended from
time to time by Sprint PCS in accordance with the terms of the Management
Agreement.

"Sprint PCS Customer Service Program Requirements" means the program and
requirements established in accordance with Section 8.1 of the Management
Agreement with respect to customer service development, maintenance and
management, as it may be amended from time to time by Sprint PCS in accordance
with the terms of the Management Agreement.

"Sprint PCS Customer Service Standards" means those customer service
standards developed by Sprint PCS with respect to customer service and
maintenance as described in Section 8.1 of the Management Agreement, as it may
be amended from time to time by Sprint PCS in accordance with the terms of the
Management Agreement.

"Sprint PCS Insurance Requirements" means the insurance requirements
developed by Sprint PCS as described in Section 12.3 of the Management
Agreement, as they may be amended from time to time by Sprint PCS in accordance
with the terms of the Management Agreement.

"Sprint PCS Management Agreement" has the same meaning as Management
Agreement.

**** Confidential portions omitted and filed separately with the Commission
<PAGE>

"Sprint PCS National Accounts Program Requirements" means the program and
requirements established in accordance with Section 4.2 of the Management
Agreement with respect to national accounts development, maintenance and
management, as it may be amended from time to time by Sprint PCS in accordance
with the terms of the Management Agreement.

"Sprint PCS National or Regional Distribution Program Requirements" means
any distribution program and requirements established in accordance with Section
4.1 of the Management Agreement, as it may be amended from time to time by
Sprint PCS in accordance with the terms of the Management Agreement, and entered
into by Sprint PCS or its Related Parties and a third-party distributor (for
example, a national chain of retail electronics stores) from time to time, under
which the third party will distribute, lease, or sell Sprint PCS Products and
Services on a national or regional basis. The term "distributor" means a
reseller of Sprint PCS Products and Services, or an agent of Sprint PCS
authorized to sell Sprint PCS Products and Services on behalf of Sprint PCS, or
a person engaged in any other means of wholesale or retail distribution of
Sprint PCS Products and Services.

"Sprint PCS Network" means the national wireless network and business
activities to be developed by Sprint PCS, Manager and Other Managers in the
United States and certain of its territories and possessions, which network
includes the Service Area Network.

"Sprint PCS Products and Services" means all types and categories of
wireless communications services and associated products that are designated by
Sprint PCS (whether now existing or developed and implemented in the future) as
products and services to be offered by Sprint PCS, Manager and all Other
Managers as the products and services of the Sprint PCS Network for fixed and
mobile voice, short message and other data services under the FCC's rules for
broadband personal communications services, including all local area service
plans. Sprint PCS Products and Services do not include wireline products or
services, including local exchange service, wireline long distance service, and
wireline based Internet access.

"Sprint PCS Roaming and Inter Service Area Program Requirements" means:

(i) the roaming program and requirements established in accordance with
Section 4.3 of the Management Agreement, as amended from time to time by Sprint
PCS in accordance with the terms of the Management Agreement, to provide for
customers from a carrier not associated with the Sprint PCS Network to operate
the customer's handset on the Sprint PCS Network and for customers from the
Sprint PCS Network (whether customers of Sprint PCS, Manager or an Other
Manager) to operate the customer's handset on a network of a carrier not
associated with the Sprint PCS Network, and

(ii) the program established in accordance with Section 4.3 of the
Management Agreement, as amended from time to time by Sprint PCS in accordance
with the terms of the Management Agreement, to provide for customers from one
Service Area on the Sprint PCS Network, whether managed by Sprint PCS, Manager,
or an Other Manager, to operate the customer's handsets and otherwise receive
seamless service, regardless of whether the customer makes its call to or from
the Sprint PCS Network and regardless of whether the customer is a customer of
Sprint PCS, Manager or an Other Manager.

"Sprint PCS Technical Program Requirements" means the operating and
technical performance standards established by Sprint PCS, in accordance with
Section 7.2 of the Management Agreement, as amended from time to time by Sprint
PCS in accordance with the terms of the Management Agreement, for the Sprint PCS
Network as they may be amended from time to time by Sprint PCS in accordance
with the terms of the Management Agreement.

"Sprint Spectrum" means Sprint Spectrum L. P., a Delaware limited
partnership.

"Sprint Spectrum Brands" means the "Licensed Marks" as that term is
defined under the Sprint Spectrum Trademark and Service Mark License Agreement.

**** Confidential portions omitted and filed separately with the Commission
<PAGE>

"Sprint Spectrum Trademark and Service Mark License Agreement" means that
certain Sprint Spectrum Trademark and Service Mark License Agreement executed by
Manager and Sprint Spectrum and any documents incorporated by reference in said
agreement.

"Sprint Trademark and Service Mark License Agreement" means that certain
Sprint Trademark and Service Mark License Agreement executed by Manager and
Sprint and any documents incorporated by reference in said agreement.

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

"Subsidiary" of any Person as of any relevant date means a corporation,
company or other entity (i) more than 50% of whose outstanding shares or equity
securities are, as of such date, owned or controlled, directly or indirectly
through one or more Subsidiaries, by such Person, and the shares or securities
so owned entitle such Person and/or Subsidiaries to elect at least a majority of
the members of the board of directors or other managing authority of such
corporation, company or other entity notwithstanding the vote of the holders of
the remaining shares or equity securities so entitled to vote or (ii) which does
not have outstanding shares or securities, as may be the case in a partnership,
joint venture or unincorporated association, but more than 50% of whose
ownership interest is, as of such date, owned or controlled, directly or
indirectly through one or more Subsidiaries, by such Person, and in which the
ownership interest so owned entitles such Person and/or Subsidiaries to make the
decisions for such corporation, company or other entity.

"Successor Notice" has the meaning set forth in Section 17.15.2(e) of the
Management Agreement.

"Term" means during the term of the Management Agreement, including the
initial Term and any renewal terms.

"Trademark and Service Mark Usage Guidelines" means the rules governing
the depiction and presentation of the Licensed Marks then generally in use by
Licensor, to be furnished by Licensor to Licensee, as the same may be amended
and updated from time to time by Licensor.

"Trademark License Agreements" means the Sprint Trademark and Service Mark
License Agreement and the Sprint Spectrum Trademark and Service Mark License
Agreement.

"Type II Report" has the meaning set forth in Section 12.1.2 of the
Management Agreement.

"Voluntary Bankruptcy" has the meaning set forth in Section 11.3.7 of the
Management Agreement.

"Wireless Mobility Communications Network" means a radio communications
system operating in the 1900 MHz spectrum range under the rules designated as
Subpart E of Part 24 of the FCC's rules.

**** Confidential portions omitted and filed separately with the Commission

<PAGE>

EXHIBIT 1.7 (AMENDED)

BUILD-OUT AND WORKING CAPITAL FINANCE

Manager has completed the financing of its initial build-out of the Reno/Tahoe
through a combination of debt and equity structured as follows:

EXISTING MARKET FINANCING

<TABLE>
<S> <C> <C>
EQUITY
WalterGroup
Westower Communications
(Westower and Spectrasite)
Don Harris
New Telecom Ventures
Brookwood Financial Partners
Lancaster Investment Partners

Total Initial Build Equity $17,000,000

SENIOR DEBT
Banque Paribas $25,000,000

SUBORDINATED DEBT
BET (Bruce E. Toll) Associates $ 8,000,000

TOTAL INITIAL BUILD FINANCING $50,000,000

</TABLE>

UBIQUTTEL EXPANSION FINANCING

Manager plans to finance the acquisition of existing assets, the build-out of
the New Service Area Network and to provide the necessary working capital to
operate the expanded business of Manager through a combination of equity
investments from existing equity participants in Manager and additional
institutional private equity as may be required to complete the entire
financing.

UbiquiTel will also complete the financing through the placement of
institutional senior debt financing along with the placement of a portion of the
financing as high-yield debt. The financing of the UbiquiTel expansion will
require approximately $425 million of additional capital. The exact ratio of
equity, high yield debt and senior debt financing will be dependant upon various
factors including, among others, the relative cost of capital in the equity,
high yield and debt markets at the time of completion of the financing. The
proposed capital structure for the financing will be as follows:

EQUITY
Existing equity participants Local
market participants Institutional
equity participants (approximately
25%-30% of capital shown
pro-forma at 25%) $106,250,000

SENIOR DEBT
Institutional Senior Debt Financing
(50% of financing) $2l2,500,000
HIGH YIELD DEBT (SUBORDINATED NOTES)

<PAGE>

Syndicated high yield offering
(approximately 25% of capital)
$106,250,000

Total $425,000,000

</TABLE>

SOURCES FOR INSTITUTIONAL EQUITY, HIGH YIELD AND SENIOR DEBT FINANCING

Manager has worked with various reputable financial institutions to structure
the financing of UbiquiTel's expansion into the New Service Area. Several
institutional equity investors have expressed interest in providing and placing
any required institutional equity participation in the financing. Applicable
institutional equity investors contemplated to provide this capital will include
insurance companies, pension funds and managed funds with an emphasis on
wireless communications. Donaldson, Lufkin, & Jenrette (DLJ) has also expressed
interest in placing the high-yield offering and completing an initial public
offering for the Manager's common stock. Manager has received proposal letters
expressing interest in placing the required equity and high yield financing.

With respect to the Senior Debt financing Manager has received a proposal letter
from Banque Paribas. Banque Paribas has expressed interest in fully underwriting
the senior debt credit facility.

<PAGE>

AMENDED EXHIBIT 2.1

BUILD-OUT PLAN

PHASE DESCRIPTION

Manager plans to commence build-out of a multi-phase, multi-network design and
construction effort geared towards launching commercial service in six (6)
market areas within a period not to exceed one (1) year from the Financing Date
(as defined in Addendum II to Sprint PCS Management Agreement). Manager expects
to complete the deployment of the Service Area network within 18 months of the
Financing Date, with the exception of the build out in the Spokane MTA which
will be completed by June 1, 2005. The five markets in Manager's area are
defined below. All partial BTAs are defined in the Limited Service Area section
at the end of this Build-out Plan.

THE MARKETS

Market I: Northern California

<TABLE>
<CAPTION>
BTA NUMBER BTA NAME
<S> <C>
485 (PARTS) Yuba City-Marysville
79 Chico
371 Redding
134 Eureka
389 (PARTS) Sacramento
</TABLE>

Market 2: Spokane MTA

<TABLE>
<CAPTION>
BTA NUMBER BTA NAME
<S> <C>
425 Spokane
(AREAS NOT ALREADY
DEVELOPED)
250 Lewiston-Moscow, ID
300 Missoula
224 Kalispell
64 Butte
188 Helena
171 Great Falls
53 Bozeman
41 Billings
</TABLE>

Market 3: Southern Idaho & Northern Utah

<TABLE>
<CAPTION>
BTA NUMBER BTA NAME
<S> <C>
50 Boise
451 Twin Falls
202 Idaho Falls
353 Pocatello
258 Logan

</TABLE>

<PAGE>

Market 4 Southern Utah & Nevada

<TABLE>
<CAPTION>
BTA NUMBER BTA NAME
<S> <C>
365 (PARTS) Provo
399 (PARTS) Salt Lake City
392 St. George
245 (PARTS) Las Vegas
</TABLE>

Market 5: Southern Indiana & Kentucky

<TABLE>
<CAPTION>
BTA NUMBER BTA NAME
<S> <C>
15 (PARTS) Anderson, IN
47 Bloomington-Bedford, IN
81 (PARTS) Cincinnati, OH
93 Columbus, IN
135 Evansville, IN
204 (PARTS) Indianapolis, IN
263 (PARTS) Louisville, KY
338 Owensboro, KY
373 Richmond, IN
442 (PARTS) Terre Haute, IN
457 Vincennes-Washington, IN
273 Madisonville, KY
339 Paducah-Murray-Mayfield, KY
83 Clarksville, TN-Hopkinsville, KY
52 Bowling Green-Glasgow, KY
</TABLE>

PHASED BUILD-OUT PLAN

The phased build-out plan for Manager's Service Area network is defined below.
Licensed and covered population estimates for each BTA are included in Exhibit
2.1 Build-out Plan Table.

PHASE 1, TO BE COMPLETED WITHIN NINE (9) MONTHS OF THE FINANCING DATE:

NORTHERN CALIFORNIA:
Manager will extend coverage beyond the current Sprint PCS coverage footprint in
Sacramento to include the State Highway 70/99 corridor through Yuba
City/Marysville, Oroville and Chico as well as the Interstate 5 corridor through
Red Bluff and Redding, California.

SPOKANE MTA:
Manager will extend coverage beyond the current Sprint PCS coverage footprint in
Spokane to include the US 195 south through Pullman to Lewiston, State Highway
270 between Pullman and Moscow, as well as the US 95 between Moscow and
Lewiston. West from Spokane, Manager will expand coverage along Interstate 1-90
to the Spokane BTA boundary. Phase 1 is expected to be completed within nine (9)
months of the Financing Date.

SOUTHERN IDAHO & NORTHERN UTAH:
Manager will launch coverage in the Logan and Brigham City areas of Utah north
of Ogden.

PHASE 2, TO BE COMPLETED WITHIN TWELVE (12) MONTHS OF THE FINANCING DATE:

NORTHERN CALIFORNIA:
Manager will extend coverage to include the coastal town and economic area of
Eureka, California.

<PAGE>

SPOKANE MTA:
Manager will extend coverage along US-2 northeast out of Spokane through Newport
to the recreation area of Sandpoint, ID.

SOUTHERN IDAHO & NORTHERN UTAH:
Manager will launch commercial service with a coverage footprint sufficient to
effectively market Sprint PCS Products and Services in the population centers
and transportation corridors immediately surrounding the Boise area including
Nampa, Caldwell, and Mountain Home, Idaho. In addition to these contiguous
coverage areas, Manager will expand coverage to include the market areas of
Jackson, Wyoming and Ketchum (Sun Valley), Idaho.

SOUTHERN UTAH & NEVADA:
Manager will extend coverage beyond the southern boundary of the Sprint PCS
coverage footprint in Salt Lake City, Utah along Interstate 15 to the northern
reaches of the Sprint PCS coverage footprint in Las Vegas, Nevada. Included in
this build will be the market areas of Cedar City (UT), St. George (UT), and
Mesquite (NV).

SOUTHERN INDIANA & KENTUCKY:
Manager will launch commercial service with a coverage footprint to effectively
market Sprint PCS Products and Services in the population centers and
transportation corridors in the following areas:

- I-70 WEST - Highway coverage on interstate 70 / US-40 between existing
Sprint PCS in Indianapolis and Terre Haute and continuing on to the
western BTA border.

- IN-37 SOUTH - Highway coverage on Indiana 37 between existing Sprint
PCS coverage in Indianapolis and the southern boundary of Monroe
County. This includes the cities of Bloomington and Bedford.

- I-65 SOUTH - Highway coverage on interstate 65 between existing Sprint
PCS coverage in Indianapolis and existing Sprint PCS coverage in
Louisville.

- I-74 EAST - Highway coverage on interstate 74 between existing Sprint
PCS coverage in Indianapolis and existing Sprint PCS coverage in
Cincinnati.

- I-70 EAST - Highway coverage on interstate 70 between existing Sprint
PCS coverage in Indianapolis and the Indiana / Ohio state border.

- EVANSVILLE /OWENSBORO - Coverage in the Evansville / Owensboro
metropolitan areas and associated suburbs, including Henderson, KY.

- I-64 - Highway coverage on interstate 64 between existing Sprint PCS
service in Louisville and the western Evansville BTA border.

PHASE 3, TO BE COMPLETED WITHIN ONE AND ONE HALF YEARS (1 1/2) YEARS OF THE
FINANCING DATE:

SOUTHERN IDAHO & NORTHERN UTAH:
Manager will continue coverage expansion along the Interstate 84 to include Twin
Falls, along Interstate 86 through Pocatello, along Interstate 15 to Idaho
Falls, and along State Highway 20 through Rexburg to St. Anthony.

SOUTHERN INDIANA & KENTUCKY:
Manager will continue contiguous coverage expansion in the following areas:

- US-41 -- Highway coverage on US highway 41 between Terre Haute and
Evansville, including the city of Vincennes.

<PAGE>

- US-50 WEST - Highway coverage on US highway 50 between Vincennes and
Washington, with coverage to Petersburg on IN-57.

- I-64 CORRIDOR - Additional coverage along the I-64 corridor to cover
the following cities: Jasper, Cannelton and Rockport.

- IN-37 EXTENSION - Extension of the IN-37 coverage south to south border
of Lawrence County, including Bedford and Mitchell.

- US-50 EAST - Highway coverage on US highway 50 between interstate 65
and the Indiana / Ohio border.

- I-70 CORRIDOR - Additional coverage to the north and south of the I-70
corridor between Indianapolis and the Indiana / Ohio state boundary,
including cities of New Castle, Rushville, Connersville and Liberty.

Manager will also extend coverage to include areas in Kentucky along Interstate
24 between Paducah and the Nashville Sprint PCS coverage footprint
(Clarksville), along US 41 (Pennyrile Parkway) between Evansville, IN and
Clarksville, KY, along Interstate 65 between Nashville and Louisville.

PHASE 4, TO BE COMPLETED BY JUNE 1, 2005:

SPOKANE MTA:
Manager will satisfy the Federal Communications Commission (FCC) build
requirement for the Spokane MTA license by selectively developing additional
markets in the Idaho and Montana BTAs by June 1, 2005.

LIMITED SERVICE AREAS

Manager has partial responsibility, or Limited Service Area, in selected BTAs in
the Service Area. The Manager's Limited Service Areas BTAs are defined below. In
all areas where it is noted that Manager will meet Sprint PCS current or planned
Phase III coverage, Manager will work with Sprint PCS RF staff to determine the
exact location of Manager's sites to provide contiguous coverage with Sprint
PCS.

- ANDERSON BTA 15: All of Henry county except northwest corner cut
diagonally through approximately Sulfur Springs and Sprrngport.

- CINCINNATI BTA 81: Coverage along I-74 into Franklin and Ripley
counties in Indiana, and along US Hwy 421 and US Hwy 50 in Ripley and
Dearborn counties in Indiana to meet current Sprint PCS coverage in
Cincinnati.

- INDIANAPOLIS BTA 204: Rush and Decatur counties plus coverage along
I-74 in Shelby county, I-65 in Shelby and Johnson counties, IN Hwy 37
in Morgan county, IN Hwy 67/US Hwy 231, and I-70 in Putnam county and
Hancock county to meet current and planned Phase III Sprint PCS
coverage.

- LAS VEGAS BTA 245: Lincoln county, Nevada plus Mojave county, Arizona
north of the Grand Canyon plus coverage along I-15 in Clark county,
Nevada coming into Las Vegas from the northeast up to and including
Moapa.

- LOUISVILLE BTA 263: Jefferson, Scott, Washington, and Crawford counties
in Indiana, Breckinridge, Grayson, Hart, Green, Adair, Taylor, Marion,
Larue and Washington counties in Kentucky plus coverage along I-64 in
Harrison county, Indiana and along I-65 in Hardin county, Kentucky to
meet Sprint PCS current coverage in Louisville.

- PROVO-OREM BTA 365: Juab county plus coverage along I-15 in Utah county
to meet Sprint PCS current coverage at approximately Payson, Utah.

<PAGE>

- SACRAMENTO BTA 389: Lassen, Plumas, Sierra, Nevada and Colusa counties
in totality, coverage along I-5 in Yolo county to meet planned Sprint
PCS coverage at approximately the I-5 / I-505 intersection, all of
Placer county north of Sprint PCS current and planned Phase III sites
at Penryn, and coverage along US Hwy 50 in El Dorado county to meet
Sprint PCS planned Phase III coverage just east of Placerville.
(Nevada, Placer and El Dorado portions were part of original deal)

- SALT LAKE CITY-OGDEN BTA 399: White Pine county in Nevada plus Millard,
Piute, Sevier, San Pete, and Box Elder counties in Utah.

- TERRE HAUTE BTA 442: All of Terre Haute BTA 442 except for coverage
along I-74 that runs along the northern edge of the BTA.

- YUBA CITY BTA 485: All of Yuba City BTA 485 north of the fork of CA Hwy
70 and CA Hwy 99, which is approximately four miles south of East
Nicolaus, California.

<PAGE>

EXHIBIT 3.1
SPRING PCS PRODUCTS AND SERVICES

Products and Services and a brief description of each Sprint PCS Product or
Service. A detailed service and technical description of the Sprint PCS

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FEATURE PRODUCT/SERVICE DESCRIPTION
- --------------------------------------------------------------------------------
<S> <C>

- --------------------------------------------------------------------------------
GENERAL:
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
First incoming Minute Free No airtime charges for the first minute
of an incoming call.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
On-Network Traveling Sprint PCS customer (with
NPA-NXX outside Service Area) usage on
the Sprint PCS Network outside the
customer's home service area.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Off-Network Traveling Usage by Sprint PCS customers
whose NPA-NXX is outside the Service
Area on Manager's network.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Off-Network Local Service Local service on Manager's network.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Off-Network Roaming Automatic and manual roaming on
analog networks with dual-band handset,
and on 1900 CDMA networks with all
handsets.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Over-The-Air-Activation Capability:
- --------------------------------------------------------------------------------
Activations Customer self-activation over the air.
- --------------------------------------------------------------------------------
MIN (or MSISDN) Change Over-the-air changes to MIN.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Paging to External Pagers:
- --------------------------------------------------------------------------------
To Sprint-Branded Pagers Send a page to a subscriber's Sprint-
branded pager via their SPCS MIN and
voicemail.
- --------------------------------------------------------------------------------
To Third-Party Pagers Send a page to a subscriber's third-
party branded pager via their SPCS MIN
and voicemail.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
PIC Choice Must use Sprint LD. Estimated to
be available by July 1998, will use
Sprint LD, AT&T.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Home Rate USA Pay local airtime rate and applicable
long distance anywhere on the Sprint
PCS Network. Flat monthly charge.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Toll Free USA Calls in the U.S., Puerto Rico, and
Virgin Islands from the Sprint PCS
Network are free of long distance
charges up to 1,000 minutes per month.
Flat monthly charge.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Summary Bill Summarized billing without the call
detail.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
PCS to PCS Promotions Ability to offer promotions for calls
originating from and terminating to
SPCS handsets.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Business Mgmt Reporting CD ROM based billing format and detail
provided to business customers.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Electronic Payment Automatic bill payment via EFT or
credit card.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Account Hierarchy Aggregate Discount Ability to offer discounts within a
liable account.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Membership Plan Annual membership plan. Lump sum paid
upfront for bundled minutes. No MRC.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Roadside Assistance Nationwide roadside assistance. Flat
monthly charge.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Automation of Account Information Via IVRU and Internet website, allow
subscriber to access used minutes,
account balance, etc.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
DIAL PLAN:
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Toll Dialing NPA+NXX+XXXX or 1+NPA+NXX-XXXX
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
International Dialing 01+CC+XXX+XXXX (Operator assisted)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Customer Care *2, 611, *611, #611
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Directory Assistance 444, *411, #411
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Operator Services 0, 00, 0+NPA+NXX+XXXX
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Emergency 911, *911, #911, 0+911, 1+911
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Three Way Calling Standard feature included in month
recurring charge.
- --------------------------------------------------------------------------------

***Confidential portions omitted and filed separately with the Commission.

<PAGE>

- --------------------------------------------------------------------------------
FEATURE PRODUCT/SERVICE DESCRIPTION
- --------------------------------------------------------------------------------
Three Way Calling. Deactivation *310
- --------------------------------------------------------------------------------
Three Way Calling, Activation *31
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Call Forward Unconditional
Activation *72+ < DN >
- --------------------------------------------------------------------------------
Call Forward Unconditional *720
Deactivation
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Call Forward No Answer Activation *73+ < DN >
- --------------------------------------------------------------------------------
Call Forward No Answer Deactivation *730
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Call Forward Busy Activation *74+ < DN >
- --------------------------------------------------------------------------------
Call Forward Busy Deactivation *740
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Call Waiting Standard feature included in monthly
recurring charge.
- --------------------------------------------------------------------------------
Cancel Call Waiting *70+ < DN >
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Caller ID Standard feature included in monthly
recurring charge.
- --------------------------------------------------------------------------------
Caller ID Call Blocking Performed by Customer Care.
- --------------------------------------------------------------------------------
Caller ID Per Call Blocking *67+ < DN >
- --------------------------------------------------------------------------------
Caller ID Per Call Re-activation *68+ < DN >
- --------------------------------------------------------------------------------
Caller ID Per Call CNIR Restriction *82+ < DN >
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Call Delivery Deactivation *180
- --------------------------------------------------------------------------------
Call Delivery Re-activation *18
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Call Restriction:
- --------------------------------------------------------------------------------
Long Distance Prevent originating long distance
calls when required, or subscriber
desired.
- --------------------------------------------------------------------------------
International Calls Prevent originating international
calls when required, or subscriber
desired.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Hotlining Call intercept and delivery to
Customer Care.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Voice Mail:
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Platform Comverse
- --------------------------------------------------------------------------------
One Touch Access Voicemail one button access on handset.
- --------------------------------------------------------------------------------
Message Waiting Notification Tone and display notification of
messages.
- --------------------------------------------------------------------------------
Hands-free Listening Automatic hands free reviewing of
voice messages upon accessing the
mailbox.
- --------------------------------------------------------------------------------
Pager Notification (SPCS/Sprint Notification of voice messaging and
pager) numeric paging.
- --------------------------------------------------------------------------------
Voicemail Callback/Place Call One touch call return of a voice
message without leaving the mailbox.
- --------------------------------------------------------------------------------
Urgent Message Notification Outside callers can designate message
as urgent.
- --------------------------------------------------------------------------------
Mailbox-to-Mailbox Messaging Available later in 1998. The function
of recording or forwarding a message
from one mailbox to one or many.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Short Message Service:
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Numeric Messaging Available Sept 1, 98
- --------------------------------------------------------------------------------
Text Messaging Available Sept 1, 98
- --------------------------------------------------------------------------------
Terminating Yes
- --------------------------------------------------------------------------------
Originating [***]
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Number of Characters
- --------------------------------------------------------------------------------
Before 10/98 100
- --------------------------------------------------------------------------------
After 10/98 TBD
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Ways to Send a Message:
- --------------------------------------------------------------------------------
SPCS Web Site Message Center Via SPCS Website.
- --------------------------------------------------------------------------------
E-mail Via E-mail, using subscriber's MIN as
the address.
- --------------------------------------------------------------------------------
Messaging Software TAP based messaging software.
- --------------------------------------------------------------------------------
Operator Dispatch TBD
- --------------------------------------------------------------------------------
Mobile Originated [***]
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Handsets Capable All
- --------------------------------------------------------------------------------

***Confidential portions omitted and filed separately with the Commission.

<PAGE>

- --------------------------------------------------------------------------------
FEATURE PRODUCT/SERVICE DESCRIPTION
- --------------------------------------------------------------------------------
Pricing:
- --------------------------------------------------------------------------------
Numeric Messaging Free
- --------------------------------------------------------------------------------
Text Messaging No charge before 10/98. MRC
thereafter.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Prepaid:
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Platform Brite
- --------------------------------------------------------------------------------
Methods of Remittance:
- --------------------------------------------------------------------------------
Prepaid Calling Cards:
- --------------------------------------------------------------------------------
Prepaid Replenishment Card $30, $50, $100 increments.
- --------------------------------------------------------------------------------
SPCS Prepaid Wireless Phone
Card $25 denominations.
- --------------------------------------------------------------------------------
Major Credit Card Dial *PAY from handset.
- --------------------------------------------------------------------------------
ACE (America's Cash Express) Account credited within 2 hours.
- --------------------------------------------------------------------------------
Credit Check No
- --------------------------------------------------------------------------------
Deposit No
- --------------------------------------------------------------------------------
Pricing Plans PLAN 1: No MRC, $0.69/min, $0.25 extra
for LD. PLAN 2: $19.95 MRC, 20 incl.
min., $0.59/min, $0.25 extra for LD.
- --------------------------------------------------------------------------------
Customer Care Access 24x7 dedicated.
- --------------------------------------------------------------------------------
Reconnection/Reactivation Fee 45 days and 90 days.
- --------------------------------------------------------------------------------
Roaming/Traveling Availability Traveling only, manual roaming only.
- --------------------------------------------------------------------------------
Calling Features:
- --------------------------------------------------------------------------------
Voicemail
- --------------------------------------------------------------------------------
Caller ID
- --------------------------------------------------------------------------------
Call Waiting
- --------------------------------------------------------------------------------
Call Forwarding
- --------------------------------------------------------------------------------
First Incoming Minute Free
- --------------------------------------------------------------------------------
Current Balance Notification
- --------------------------------------------------------------------------------
Low Balance Warnings
- --------------------------------------------------------------------------------
MRC Deduction Warnings
- --------------------------------------------------------------------------------
International Calling Capability
- --------------------------------------------------------------------------------
911 Access
- --------------------------------------------------------------------------------
Directory Assistance Availability
- --------------------------------------------------------------------------------
Operator Services Availability
- --------------------------------------------------------------------------------
Local Numeric Paging
- --------------------------------------------------------------------------------
Local Alpha Paging
- --------------------------------------------------------------------------------
Equipment Replacement
- --------------------------------------------------------------------------------
Monthly Usage Statement
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
OTHER:
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Handset Replacement Insurance Optional.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Direct Fulfillment Overnight delivery of handset.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
</TABLE>

***Confidential portions omitted and filed separately with the Commission.

<PAGE>

EXHIBIT 7.2

SPRING PCS TECHNICAL PROGRAM REQUIREMENTS

The development of a seamless national wireless service network
constructed in conformance with the standards and requirements of Sprint PCS
("Technical Standards") is a fundamental business objective of Sprint PCS.
Accordingly, Manager will construct and operate a network that will provide
seamless interoperability throughout the Sprint PCS Network and uniform and
consistent quality of product and service offerings. The Spring PCS Technical
Standards are defined and detailed in certain design, construction and
operational standards, specifications and requirements adopted by Sprint PCS
(the "Standards Documents") as set forth in the following documents:

1. Sprint Telecommunications Venture Nationwide PCS Network
CDMA RF Design Specifications. (Hereinafter referred to as
"Rev 8")

2. Sprint Spectrum Engineering & Operations standards.
(Hereinafter referred to as "SSEO")

3. LATA Switching System Generic Requirements (from Bellcore).
(Hereinafter referred to as "LSSGR")

4. Sprint PCS Standard Construction Documents for Cell
Sites-Books 1 to 4 (dated June, 1997). (Hereinafter
referred to as "Cell Site Construction Documents")

5. Switch Building-Switch Center Facilities Guidelines (Dated
December 31, 1996). (Hereinafter referred to as "Switch
Site Construction Documents")

6. Approved Infrastructure Equipment and Vendor List

7. Approved Subscriber Equipment and Vendor List

In addition to complying with the Technical Standards for design, construction
and operation of the network, including but not limited to transport,
intelligent network, switching hardware/software, operational support systems
and signaling protocols, Sprint PCS and Manager agree to comply with industry,
and regulatory standards and requirements for design, operation and performance
of the network, the approval and use of subscriber equipment and microwave
relocation. Furthermore, Manager must coordinate with Sprint PCS on all
activities related to FCC and FAA requirements and compliance, including but not
limited to items such as tower height, tower lighting, and tower monitoring.
Manager must comply with procedures and processes established by Sprint PCS with
respect to FCC and FAA requirements and compliance.

***Confidential portions omitted and filed separately with the Commission.

5/22/98
<PAGE>

EXHIBIT 7.2

SPRINT PCS TECHNICAL PROGRAM REQUIREMENTS

<TABLE>
<CAPTION>
- ------------------------------------------------- ----------------------------- ------------------- -------------------
STANDARD/ DEFINITION/ INITIAL RECURRING
MINIMUM REQUIREMENT SOURCE DOCUMENT CERTIFICATION VERIFICATION
- ------------------------------------------------- ----------------------------- ------------------- -------------------
(Note #1) (Note #1)
<S> <C> <C> <C>
RF-ENGINEERING:

1 Area Availability - [***] [***] X X

2 Grade of Service/Sector [***] X X
Blocking rate [***]
[***]

3 FER [***] (within area of [***] [***] X X
availability)

4 Dropped Call [***] [***] X X
[***]

5 Total Call Origination/Termination [***] X X
Failures
[***]

[***]

6 Loading/Pole Pt. [***] X X
Objective Range - [***]

7 Coverage per morphology [***] X X
(Bldg. penetration loss)
- Dense Urban
- Urban
- Rural
- Highway

8 Alternative In-Building Solutions [***] X X

9 Additional RF Solutions [***]
- Second Carrier Design/Implementation
- Six Sector Deployment [***]

10 Interference [***] X X

11 BTS/CBSC Maintenance Procedures [***] X X
BTS/CBSC Uptime - [***]

SWITCH-ENGINEERING:
- -------------------

1 Switch Uptime - [***] [***] X X

2 Planned / unplanned Down-time [***] X X

Planned downtime for entire switching
system is unacceptable. New software
loads or system reconfigurations should
be completed without complete
interruption of service.

3 Tandem traffic = [***] [***] X X
End Office = [***]

4 Switch maintenance Procedures [***] X
- Lucent
- Nortel
- Network Operations
- Motorola

5 Back UP Procedures: [***] X
- SPCS Nortel MSC
- SPCS Lucent MCS
- SPCS Motorola MCS
- SPCS Office Lucent MSC
- SPCS Office Nortel MSC
- SPCS Office Motorola MCS

***Confidential portions omitted and filed separately with the Commission.

5/22/98
<PAGE>

- ------------------------------------------------- ----------------------------- ------------------- -------------------
STANDARD/ DEFINITION/ INITIAL RECURRING
MINIMUM REQUIREMENT SOURCE DOCUMENT CERTIFICATION VERIFICATION
- ------------------------------------------------- ----------------------------- ------------------- -------------------
(Note #1) (Note #1)

6 Recommended Spares [***] X X

7 Emergency Procedures: [***] X X
- Contract List
- General Disaster Recovery
- Emerg. Recovery Procd. Nortel
- Emerg. Recovery Procd. Lucent
- Emerg. Recovery Procd. Motorola
- OSSC: Outage/Event Notify.

8 Alarms: [***] X X
- NOCC - Lucent Alarms
- NOCC - Nortel Alarms
- NOCC - Motorola alarms

9 Security: [***] X X
- Elec. Surveillance
- Enhanced 911
- Network Security

10 Translations: [***] X X
- Lucent Standards
- Nortel Standards
- Switch recorded Announcement
- Motorola
11 Local Number Portability [***] X X

[***]

TRANSPORT-ENGINEERING:
- ----------------------

1 Transmission: [***] X X
- Loss= [***]
- ERL= [***]
- Backhaul Delay= [***]
- Differential Delay= [***]
- Line Coding= [***]

2 Microwave: [***] X X
- Availability= [***]
- Protection (hot stand-by) for links of
[***] or more cell sites

3 ATM Requirements [***] X X

5 Digital Synchronization: [***] X X
[***]

ELECTRICAL ENGINEERING:
- -----------------------

1 Backup Power: [***]
- Cell Sites X X
- fixed generator-aviation lights
[***]
- Mobile generators
- Switch Sites
- fixed generator for total MSC load
[***]

2 Switch DC Power Plant [***] X X

3 Grounding [***] X X
- Cell Sites

***Confidential portions omitted and filed separately with the Commission.

5/22/98
<PAGE>

- Switch Sites

4 Surge Protection (TVSS) [***] X X
- Cell Sites

5 Preventive Maintenance [***] X X
- Cell Sites

- Switch Sites

INTELLIGENT NETWORK (IN) - ENGINEERING:
- ---------------------------------------

1 SS7 Interconnection [***] X X
- Switch Sites

- Translations

2 IN Deployment [***] X X

3 Performance for SS-7 and IN [***] X X
Platforms (SCP, SSP, SN)

4 Performance for AIN, Voice Mail, IWF, [***] X X
Short message Service, Data

OPERATIONAL SUPPORT SYSTEMS:
- ----------------------------

1 Operator Services Performances [***] X X
- Answer time, etc.

2 Directory Assistance [***] X X
- Answer time, etc.

SUBSCRIBER EQUIPMENT:
- ---------------------

1 Meet or exceed tests and [***]
specifications:
- Handsets

MICROWAVE RELOCATION:
- ---------------------

1 Ensure protection for [***] [***] X X
Microwave Servcies [***]

2 No potential interference levels of [***] X X
PCS base or mobile stations into [***]
microwave incumbent user system

3 Predicted PCS-to-microwave [***] X X
interference into GHz incumbent systems
may require relocation of the incumbent to
new bands if no spectrum sharing potential
exists

4 Definitive microwave relocation [***] X X
agreements [***] days in advance of
Network Ready Dates

CONSTRUCTION STANDARDS:
- -----------------------

- - Cell Sites [***] X X

- - Switch Building [***] X X

***Confidential portions omitted and filed separately with the Commission.

5/22/98
<PAGE>

NATIONAL OPERATIONS CONTROL CENTER (NOCC):
- ------------------------------------------

1 24x7 Fault Management Surveillance of [***] X X
network elements, trunks, & Services.
Includes Switches, cells, AIN platforms,
SS7, IXC, LEC, OS, DA, 911 &
environmental conditions

2 24x7 Trouble Management for customer [***] X X
delivered service troubles

3 FAA Compliance [***] X X

ROAMING:
- --------

1 Network datafill procedures, Sprint [***] X X
PCS IS-41 implementation, manual roaming
plan, inbound/outbound trouble reporting
procedures, etc.

Note #1:

- Initial Certification - A two-phase procedure performed by Sprint PCS to
ensure the system is Network Ready

1. Review and Verify that system design and construction meets Sprint
PCS's technical standards and requirements

2. Successfully completes the Operational Acceptance Checklist (OPAC)

- Recurring Verification - A Sprinct PCS OPAC checklist shall be completed
under methods and procedures adopted by Sprint PCS a minimum of every [***]
after Network Ready Date.

Note #2:

[***]

Note #3:

- Lata Switching System Generic Requirements [***].

Note #4:

- Standard definitions are more current and take precedence over definitions
[***].
</TABLE>

***Confidential portions omitted and filed separately with the Commission.

5/22/98
<PAGE>

EXHIBIT 8.1

SPRINT PCS CUSTOMER SERVICE PROGRAM REQUIREMENTS

Sprint PCS recognizes that the presentation of a seamless national network
and product presentation and a common and consistent subscriber interface and
experience are in the best business interests of Sprint PCS and Manager.

Manager shall be required to offer and deliver customer service at no less a
standard than that set forth in each of the following Exhibits each of which is
attached hereto and made a part hereof:

1. Exhibit 8.1.1 Minimum Standards, Requirements and Metrics for
Customer Care

2. Exhibit 8.1.2 Minimum Standards, Requirements and Metrics for
Revenue Operations

Attachment I -- Invoice Presentation (Mandatory Elements)

Attachment II-- Billing Cycles and Intervals and Traffic
Reconciliation

Attachment III -- Cycle Processing Timeliness and Accuracy

Attachment IV -- Required Monthly Revenue Reports

3. Exhibit 8.1.3 Minimum Standards, Requirements and Metrics for
Fraud/ Receivables Management

Attachment I -- Collections Treatment Schedule

Attachment II -- Process & Time Frames for Responding to
Suspicious Usage Activity

4. Exhibit 8.1.4 Minimum Standards and Requirements for IT
Management

Attachment I -- Disaster Recovery Plan

Attachment II -- Data Backup

Manager agrees to comply with the Sprint PCS Program Requirements for each of
the foregoing areas included within and supporting the provisioning of customer
service and customer care for subscribers.

Manager acknowledges and agrees that each of the foregoing customer service
elements and components are currently provided by Sprint PCS as an integrated
whole and none of the elements or components of the Sprint PCS Customer Service
Program are subject to disaggregation or separate provisioning by Manager
without the prior written approval of Sprint PCS.

Manager is required to be certified by Sprint PCS that it has complied with the
applicable Program Requirements prior to the offering of services to customers
and thereafter shall be required to maintain ongoing compliance.

5/22/98

<PAGE>

EXHIBIT 8.1.1

MINIMUM STANDARDS, REQUIREMENTS AND METRICS FOR CUSTOMER CARE

CALL CENTER OPERATIONS:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
MINIMUM CUSTOMER CARE REQUIREMENTS FOR
MANAGER TO PROVIDE SPRINT PCS
FUNCTION PROCESS OVERVIEW SERVICES
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Inbound [***] [***]
Telemarketing

- ---------------------------------------------------------------------------------------------------------------------
Activations [***] [***]

- ---------------------------------------------------------------------------------------------------------------------
Customer Care [***] [***]

- ---------------------------------------------------------------------------------------------------------------------
Business to [***] [***]
Business Customer
Care (B2B)

- ---------------------------------------------------------------------------------------------------------------------
Correspondence [***] [***]
Management

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

***Confidential portions omitted and filed separately with the Commission.

5/22/98

<PAGE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
MINIMUM CUSTOMER CARE REQUIREMENTS FOR
MANAGER TO PROVIDE SPRINT PCS
FUNCTION PROCESS OVERVIEW SERVICES
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Executive Services [***] [***]

- ---------------------------------------------------------------------------------------------------------------------
Trouble Shooting [***] [***]

- ---------------------------------------------------------------------------------------------------------------------
Credit [***] [***]

- ---------------------------------------------------------------------------------------------------------------------
Collections [***] [***]

- ---------------------------------------------------------------------------------------------------------------------
Mission Control [***] [***]

- ---------------------------------------------------------------------------------------------------------------------
Help Desk [***] [***]

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

***Confidential portions omitted and filed separately with the Commission.

5/22/98

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

***Confidential portions omitted and filed separately with the Commission.
</TABLE>

5/22/98

<PAGE>

PLATFORM MANAGEMENT
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
FUNCTION CORE BUSINESS & ENHANCEMENTS REQUIREMENTS

- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Operator [***] [***]
Services

- ----------------------------------------------------------------------------------------------------------------------
Prepaid [***] [***]

- ----------------------------------------------------------------------------------------------------------------------
Rebates [***] [***]

- ----------------------------------------------------------------------------------------------------------------------
Mail Merge [***] [***]

- ----------------------------------------------------------------------------------------------------------------------
Directory [***] [***]
Assistance

- ----------------------------------------------------------------------------------------------------------------------
Overflow [***] [***]
Vendor

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

***Confidential portions omitted and filed separately with the Commission.

5/22/98

<PAGE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
FUNCTION CORE BUSINESS & ENHANCEMENTS REQUIREMENTS

- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Wireless Data Vendor [***] [***]

- ----------------------------------------------------------------------------------------------------------------------
Customer [***] [***]
Satisfaction
Vendor

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

***Confidential portions omitted and filed separately with the Commission.

5/22/98

<PAGE>

SERVICE MANAGEMENT SUPPORT:
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
FUNCTION OVERVIEW REQUIREMENTS
-------- -------- ------------

- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Call Center [***] [***]
Technology

- ----------------------------------------------------------------------------------------------------------------------
Service [***] [***]
Assurance

- ----------------------------------------------------------------------------------------------------------------------
Manpower Planning [***] [***]

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

***Confidential portions omitted and filed separately with the Commission.

5/22/98

<PAGE>

QUALITY AND STATISTICAL ANALYSIS:
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
FUNCTION OVERVIEW REQUIREMENTS
-------- -------- ------------

- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Internal & External [***] [***]
Reporting

- ----------------------------------------------------------------------------------------------------------------------
Statistical Analysis [***] [***]

- ----------------------------------------------------------------------------------------------------------------------
Quality Assurance [***] [***]

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

***Confidential portions omitted and filed separately with the Commission.

5/22/98

<PAGE>

EXHIBIT 8.1.1
TRAINING:
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
FUNCTION OVERVIEW REQUIREMENTS
-------- -------- ------------

- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Training [***] [***]
Development

- -----------------------------------------------------------------------------------------------------------------------
Retail interface [***] [***]

- -----------------------------------------------------------------------------------------------------------------------
Online Support [***] [***]

- -----------------------------------------------------------------------------------------------------------------------
Call Center [***] [***]
Advocate Training

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

***Confidential portions omitted and filed separately with the Commission.

5/22/98

<PAGE>

EXHIBIT 8.1.1

REVENUE OPERATIONS:
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
FUNCTION OVERVIEW REQUIREMENTS
-------- -------- ------------

- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Fraud [***] [***]

- -----------------------------------------------------------------------------------------------------------------------
Message Processing [***] [***]

- -----------------------------------------------------------------------------------------------------------------------
Table Management [***] [***]

- -----------------------------------------------------------------------------------------------------------------------
Invoice Processing and [***] [***]
Verification

- -----------------------------------------------------------------------------------------------------------------------
Problem Resolution and [***] [***]
Ad Hoc Reporting

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

***Confidential portions omitted and filed separately with the Commission.
</TABLE>

5/22/98

<PAGE>

EXHIBIT 8.1.1
CUSTOMER CARE PERFORMANCE METRICS:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
MEASUREMENT
TYPE OF MEASUREMENT OBJECTIVE DEFINITION
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
TELEPHONE SUPPORT

- -----------------------------------------------------------------------------------------------------------------------
Service Level [***] [***]

- -----------------------------------------------------------------------------------------------------------------------
Percentage of Half Hours within [***] [***]
Service Level

- -----------------------------------------------------------------------------------------------------------------------
Average Speed of Answer [***] The average time a caller had to wait before the call was
answered by an advocate.
- -----------------------------------------------------------------------------------------------------------------------
Accessibility [***] The percentage of calls answered.

- -----------------------------------------------------------------------------------------------------------------------
Abandoned Rate [***] The percentage of calls that abandon before
being handled by an advocate.

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

SERVICE QUALITY

- -----------------------------------------------------------------------------------------------------------------------
Occupancy [***] The percentage of time an advocate spends handling customer
calls.

- -----------------------------------------------------------------------------------------------------------------------
Quality Rating [***] [***]

- -----------------------------------------------------------------------------------------------------------------------
Resolved in One Contact [***] The percentage of calls handled within the initial contact;
no follow-up required by the customer.

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

***Confidential portions omitted and filed separately with the Commission.
</TABLE>

5/22/98

<PAGE>

EXHIBIT 8.1.2

MINIMUM STANDARDS, REQUIREMENTS AND METRICS FOR REVENUE OPERATIONS

The development and implementation of integrated and compatible IT plafforms
is in the fundamental business interest of Sprint PCS. Accordingly, Manager
must ensure that the installation, implementation and operation of its IT
functions and interfaces comply with the following standards and
requirements, addressing among other areas the following:

Message Processing, Table Management, Reporting and Invoice Generation.

Sprint PCS's current billing plathrm contains tables within the system that
serve as a foundation to perform multiple integrated applications and
associated reporting including the following:

1. Customer Service and Customer Activations
2. Billing
3. Pricing
4. Usage Processing
5. Collections
6. Finance.

Manager will perform or provide for the performance of the same services and
functions as Sprint PCS performs under and utilizing its then current billing
system. These requirements include, among other things, the following:

[***]

Specific requirements and standards are set forth on Attachments I through IV
attached hereto and incorporated herein by this reference.

***Confidential portions omitted and filed separately with the Commission.

5/22/98

<PAGE>

EXHIBIT 8.1.2

ATTACHMENT I

INVOICE PRESENTATION (MANDATORY ELEMENTS)

INVOICE FORMATTING AND PRESENTATION IS ESTABLISHED AND MANAGED BY SPRINT PCS
AND ITS VENDORS AND IS NOT SUBJECT TO MODIFICATION OR CHANGE BY MANAGER.

The following are the current Sprint PCS requirements for invoice presentation:

[***]

***Confidential portions omitted and filed separately with the Commission.

5/22/98

<PAGE>

EXHIBIT 8.1.2

ATTACHMENT II

BILLING CYCLES AND INTERVALS AND TRAFFIC RECONCILIATION

1) BILLING INTERVALS

- - BACK BILLING NO MORE THAN [***] DAYs

If CDRs process correctly (no errors) they will be posted to a
customer's account on the current cycle. The oldest correct CDR is
[***] days (assuming the cycle is released on schedule).

If a CDR errors out during processing, the error is resolved by force
guiding the usage to the customers account for the current billing
cycle. An age edit in the unguided usage bucket writes off CDRs that
are older than [***] days old. Based on a customers invoice date, the
oldest CDR is [***] days ([***] days per age edit and up to an
additional [***] days for a late month cycle).

- - ADVANCE BILLING NO MORE THAN [***] DAYs

The only current advance billing for standard accounts is the Monthly
Recurring Charge (MRC) which would encompass advance billing of
approximately [***] days (one cycle). Charges are pro-rated for the
first cycle, if applicable.

The other type of advance billing is for the Pre-Paid customers. This
requires the customer to pay for service and call activity in advance
and then reduces the customers available balance on a real time basis,
including mid-call termination when the balance limit is exceeded.

2) TRAFFIC RECONCILIATION

Manager must use traffic reconciliation monitoring and reporting no less
detailed and comprehensive than that used by Sprint PCS and must include the
following:

- - INITIAL USAGE AUDIT REPORt: [***]

CONTROL TOTALS BALANCING REPORT: This report reflects the Total Initial Dist
for each file from the Initial Usage Audit Report and tracks these records
through the second level edits. Again, this report is sorted by Network
Element ID (NEI), and must reflect CSA and Manager totals, and all edits
performed. Columns reflected are listed below:

[***]

***Confidential portions omitted and filed separately with the Commission.

5/22/98

<PAGE>

EXHIBIT 8.1.2

ATTACHMENT III

CYCLE PROCESSING TIMELINESS AND ACCURACY

The Service Level Agreement target for cycle processing is [***] days from
cycle start to mail date. Cycle processing must be completed within [***]
days no less than [***]% of the time. The following is an example based on
December cycle 11. All times CST.

- - [***] - The billing vendor starts the cycle.
- - [***]- Statistical verification sample on line.
- - [***]- Full cycle processed and online.
- - [***]- Cycle approved by Sprint PCS or Manager and released to Billing
Vendor.
- - [***]- Billing Vendor begins transmitting the invoice file to mailing
vendor.
- - [***]- File received by mailing service from Billing Vendor - Sprint
PCS or Manger approves the printing and mailing of the cycle.
- - [***]- All invoices printed and mailed, Once Sprint PCS or Manager has
approved the cycle and it has been received at the mailing service, the
mailing service has [***] to print and mail the invoice.

Manager must produce accurate invoices. No less than [***]% of the CDRS should
be billable for all invoices in a given billing cycle. Accuracy, as currently
measured, includes all cosmetic and revenue impacting (including taxes)
errors.

Manager will provide to Sprint PCS monthly billing standards reports
including metrics for cycle timeliness, invoice accuracy, and CDR error
percmtages in a format consistent with that currently used by Sprint PCS.

***Confidential portions omitted and filed separately with the Commission.

5/22/98

<PAGE>

EXHIBIT 8.1.2

ATTACHMENT IV

REQUIRED MONTHLY REVENUE REPORTS

Manager will generate the following monthly revenue reports in a format
consistent with that used by Sprint PCS.

REVENUE BY FINANCIAL ACCOUNT

[***]

REVENUE BY DISTRIBUTION CHANNEL

[***]

REVENUE BY PRODUCT SERVICE

[***]

REVENUE BY PRODUCT SERVICE BY DISTRIBUTION CHANNEL

[***]

MONTHLY KPI REPORT

[***]

***Confidential portions omitted and filed separately with the Commission.

5/22/98

<PAGE>

EXHIBIT 8.1.3

MINIMUM STANDARDS, REQUIREMENTS AND METRICS FOR FRAUD/RECEIVABLES MANAGEMENT

Sprint PCS and Manager share the goal of minimizing the number of fraudulent
events on the Sprint PCS Network and delivering a consistent level of service
to the customer. Sprint PCS and Manager recognize and acknowledge in support
of these goals that it is in the interest of each of them to establish a
uniform approach to fraud/receivables management and to adopt the standards
and requirements set forth herein.

Sprint PCS shall be responsible for all costs and expenses resulting from
fraudulent activity due to the actions or functions of any Sprint PCS
employee, customers of Sprint PCS whose NPA-NXX is assigned outside the
Service Area Network, and Sprint E'CS information system or network. Manager
shall be responsible for all costs and expenses resulting from fraudulent
activity due to the actions or functions of a Manager employee, customers of
Sprint PCS whose NPA-NXX is assigned to the Service Area Network, Manager
information system or network. Manager agrees to establish and implement a
fraud/receivable management process that meets or exceeds the following
standards and requirements. Manager agrees to adopt and implement future
changes to these standards and requirements, as they may be adopted and
required from time to time by Sprint PCS.

MANAGER FRAUD MANAGEMENT

Manager agrees to adhere to the Sprint PCS procedures and requirements
including, but not limited to, the following categories of fraud management.

Credit Scoring:

- - Scoring evaluation and classifications (A, B, C Z) must be consistent
with Sprint PCS's existing process (Attachment I).

- - Credit evaluation must include database queries on the following
wireless industry information databases: Address verification, Credit
Card verification, Social Security and Date of Birth verification,
Driver's License verification, and industry specific fraud/bad debt.

- - Potential customers must be notified during the sales experience of
prepay and or deposit requirements and associated amount.

- - Customers must be informed of reasons for any credit issues as required
by the Fair Credit Reporting Act, and be provided with the toll free
number of the credit agency used in determining credit worthiness.

- - Each credit evaluation must be performed within [***].

Early Warning:

- - A system and process must be in place to monitor for suspect and
excessive usage based on calling activity.

[***]

Fraud Management:

Manager must implement processes and systems to detect and terminate any
fraudulent activity or activations, and to prevent fraudulent subscribers
from gaining access to the Sprint PCS Network including, but not limited to
the following:

[***]

***Confidential portions omitted and filed separately with the Commission.

5/22/98

<PAGE>

EXHIBIT 8.1.4

Fraud Management Reporting:

Manager shall adopt methods and procedures to support the prompt reporting of
any fraudulent or suspicious activity to Manager and to Sprint PCS. Manager
will provide notice within [***] of identification to the Sprint PCS Fraud
Management point of contact of any material fraudulent activity that may impact
the security or integrity of the Sprint PCS Network.

Manager will deliver fraud activity reports to Sprint PCS no less than
[***]. Manager agrees to periodic audits of its sales processes (including in
person audits at retail locations) to ensure compliance with Sprint PCS
standards and requirements.

Manager is required to notify Sprint PCS in writing (prior to implementation)
regarding any changes in its business practices which may result in changes
to how end-users are brought on to the Sprint PCS Network (i.e., new
distribution channels, promotions which alter the acquisition process, etc.).

MANAGER RECEIVABLE MANAGEMENT

Manager will adopt the most current credit and collection policies adopted
from time to time by Sprint PCS and its approved vendor(s). Such policies
will, among other things, include the:

- - Process and timing for collections
- - Customer interaction protocols
- - Application and refund of customer deposits
- - [***]
- - Exception approval process, and
- - [***]

The collections treatment schedule standards are set forth in Attachment Ito
this Exhibit and incorporated by this reference. [***] Any OCAs should comply
with Fair Debt Collection Practices Act

***Confidential portions omitted and filed separately with the Commission.

5/22/98

<PAGE>

EXHIBIT 8.1.4

ATTACHMENT I

COLLECTION TREATMENT SCHEDULE

[***]

SOFT LETTER: A letter to the customer reminding them that payment was not
received
ASSIGN: Account is assigned to a collector
HOTLINE: Phone service is interrupted, all calls are routed to collections
NPD: Non pay disconnect, service is permanently disconnected
W/O: Account is written off and sent to Outside Collection Agency (OCA)

The letters indicate the credit Classes assigned to the customer. The credit
class is a way to quantify the risk of the customer.

CONSUMER CLASSES

A: Open terms, allowed to activate up to [***].
B: Open terms, allowed to activate up to [***].
C: Open terms, allowed to activate up to [***].
D: Closed terms, Deposit of $[***] or prepay plan required.
E: Closed terms, Deposit of $[***] or prepay plan required.
G: Open terms, allowed to activate up to [***] (for new customers
establishing credit).
Z: Closed terms, Deposit of $[***] or prepay plan required.
Y: Mandatory Prepay.
O: Involuntary prepay plan.
Q: Pager service only.

BUSINESS CLASSES

I: Open Terms allowed activating up to [***].
J: Open Terms allowed activating up to [***].
K: Open Terms allowed activating up to [***].
L: Deposit of $[***], allowed to activate up to [***].
N: National Account.
S: Slow pay (manually assigned to a consistent but slow paying account
(i.e., govt.).
V: VIP.

SPECIAL CREDIT CLASSES

H: Minor.
M: Manual review, do not activate service. Indicates more information is
required.
O: Customer refused a credit check. Flag to disallow credit cards as a
tender type.
P: The old voluntary prepay plan.
U: Incomplete manual reviews. Do not activate.

International calling: $[***] total deposit required for only credit classes
requiring a deposit.

***Confidential portions omitted and filed separately with the Commission.

5/22/98

<PAGE>

EXHIBIT 8.1.4

ATTACHMENT II

PROCESSES & TIME-FRAMES FOR RESPONDING TO SUSPICIOUS USAGE ACTIVITY

SUBSCRIPTION FRAUD

All subscriptions must be reviewed for potential fraud. The review should
include utilization of up-front credit scoring and fraud database
evaluations, and post activation monitoring of usage for suspicious/excessive
calling activity.

[***]

NETWORK OR CLONING FRAUD

All usage on any network where cloning fraud is known to exist (i.e., analog
cellular networks), must be examined for potential network or cloning fraud.
A fraud detection system that evaluates all said usage to search for suspect
network activity must be implemented before said usage commences. If
additional networks become susceptible to network fraud, the detection system
must be modified to receive and process any usage on that network.

Suspect usage activity should be reviewed and analyzed for potential
subscription fraud within [***] of "alarm" generation. Service to MTN's with
suspect usage that cannot be immediately verified should be suspended.
Investigations of suspect Network usage should be concluded within [***].

Any network based prevention strategies in place on the Sprint PCS network
(i.e. Authentication) must be supported for all customers (both home and
roamers) on the affiliate's network.

***Confidential portions omitted and filed separately with the Commission.

5/22/98

<PAGE>

EXHIBIT 8.1.4

MINIMUM STANDARDS AND REQUIREMENTS FOR IT MANAGEMENT

The development, implementation, and operation of integrated and compatible
Information Technology platforms and infrastructure is in the best business
interest of Sprint PCS and its Managers. Sprint PCS IT required technical
standards for the design, construction, and operation of the infrastructure
are available as determined by the implementation option subscribed to by the
Manager. Manager will ensure that all IT platforms and infrastructure are
fully compatible with existing and future Sprint PCS IT platforms, protocols,
applications, interfaces, and operating standards, as defined during the
planning period prior to implementation.

In addition to complying with Sprint PCS technical standards for design,
construction, and operation of the infrastructure, Sprint PCS and Manager
agree to comply with industry and regulatory standards.

Sprint PCS IT will provide technical support professionals to communicate
these standards and facilitate Manager's compliance to these standards during
the planning period and implementation of the service. Manager will provide
technical support professionals with sufficient knowledge and experience to
plan and implement the service. Modifications will be approved at the sole
discretion of Sprint PCS. Timing of the planning period and implementation
must be agreed to by Sprint PCS. Sprint PCS will be solely responsible for
Sprint PCS' systems and modifications thereof. Manager will be solely
responsible for Manager's systems and modifications. Manager will be solely
responsible for the Sprint PCS labor and actual costs incurred for the
provision of Manager's service.

Reporting requirements, including but not limited to frequency, medium and
scope, will be defined during the planning period. Periodically, Sprint PCS
will assess the Manager's existing IT infrastructure and operating policies
and procedures (e.g., disaster recovery and data backup), and certify it for
compliance with appropriate standards.

5/22/98

<PAGE>

EXHIBIT 8.1.4

ATTACHMENT I

DISASTER RECOVERY PLAN

Manager will provide and implement a documented Disaster Recovery Plan (DRP)
that provides for the recovery of all interfaces, network connectivity,
systems and applications and interdependencies. The DRP must provide for
recovery strategies based upon established recovery priorities and timeframes
described below (Tier 1 Recovery, Tier 2 Recovery and Tier 3 Recovery). These
recovery priorities and timeframes assume a worst case scenario and that
disaster recovery will begin in [***] hours or less. The DRP should be
revised and updated at least annually or as significant system or network
changes are made. The plan should be periodically tested and include joint
participation with Sprint PCS at least on an annual basis.

The Manager will plan, execute and compile test results and. perform DRP
maintenance. The DRP should include the following components:

1. Disaster notification and activation list including designated
Sprint PCS personnel.
2. Sprint PCS personnel will be included in the issue escalation
during the recovery process.
3. Identified recovery restore priorities and established
recovery time for systems and applications.
4. Documented recovery priorities and recovery resource
requirements and a schedule for review.
5. Plan testing and maintenance procedures and schedule.
6. Established procedures for migrating operations back to
production environment post disaster.

Recovery criteria will be classified into the following tiers:

Tier 1 Recovery - Priority systems and network connectivity will be recovered
in [***] after disaster declaration. Tier 1 systems include all
customer-impacting production systems, including but not limited to, systems
supporting customer activation, billing and customer care.

Tier 2 Recovery - Systems and network interfaces will be recovered within
[***]after disaster declaration. Tier 2 systems include internal production
systems that are non-customer impacting. I

Tier 3 Recovery - Systems and interfaces will be recovered within [***] of a
disaster after disaster declaration. Tier 3 systems include non-production
systems such as systems supporting user acceptance testing and training.

***Confidential portions omitted and filed separately with the Commission.

5/22/98

<PAGE>

EXHIBIT 8.1.4

ATTACHMENT II

DATA BACKUP

Manager must establish and implement appropriate back-up, labeling, off-site
storage and recovery procedures to quickly restore mission-critical data,
application and/or operating system files in the event of a loss or
corruption of data files. Backup media needs to be maintained to support
normal production recreation as well as to support a disaster recovery of
critical and essential systems, applications, and data flies. Procedures need
to address production, development and testing environments, frequency of
back-up, off-site storage guidelines, data retention and the disaster
recovery time frames. Data backup policies and procedures must be consistent
with Sprint PCS policies and procedures.

5/22/98

<PAGE>
EXHIBIT 10.2

SPRINT PCS
SERVICES AGREEMENT

BETWEEN

SPRINT SPECTRUM L.P.

AND

UBIQUITEL L.L.C.

SEPTEMBER ___, 1998

<PAGE>

TABLE OF CONTENTS

Page
----
<S> <C> <C>
1. ENGAGEMENT OF SPRINT SPECTRUM . . . . . . . . . . . . . . . . . . . . . . . .3
1.1 Engagement of Sprint Spectrum. . . . . . . . . . . . . . . . . . . . .3
1.2 Reliance on Manager. . . . . . . . . . . . . . . . . . . . . . . . . .3
1.3 Non-exclusive Service. . . . . . . . . . . . . . . . . . . . . . . . .4
1.4 Manager's Use of Services. . . . . . . . . . . . . . . . . . . . . . .4

2. SERVICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
2.1 Available Services; Selected Services. . . . . . . . . . . . . . . . .4
2.2 Third Party Vendors. . . . . . . . . . . . . . . . . . . . . . . . . .5
2.3 Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

3. FEES FOR SELECTED SERVICES. . . . . . . . . . . . . . . . . . . . . . . . . .5
3.1 Payment of Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . .5
3.2 Adjustment of Fees . . . . . . . . . . . . . . . . . . . . . . . . . .6
3.3 Late Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
3.4 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

4. TERM; TERMINATION; EFFECT OF TERMINATION. . . . . . . . . . . . . . . . . . .6
4.1 Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
4.2 Effect of Termination. . . . . . . . . . . . . . . . . . . . . . . . .6

5. BOOKS AND RECORDS; CONFIDENTIAL INFORMATION . . . . . . . . . . . . . . . . .7
5.1 Books and Records. . . . . . . . . . . . . . . . . . . . . . . . . . .7
5.2 Confidential Information . . . . . . . . . . . . . . . . . . . . . . .8

6. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
6.1 Indemnification by Sprint Spectrum . . . . . . . . . . . . . . . . . .9
6.2 Indemnification by Manager . . . . . . . . . . . . . . . . . . . . . 10
6.3 Procedure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

7. DISPUTE RESOLUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.1 Negotiation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.2 Unable to Resolve. . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.3 Attorneys and Intent . . . . . . . . . . . . . . . . . . . . . . . . 12

8. REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . . . . . . . . 12
8.1 Due Incorporation or Formation; Authorization of Agreements. . . . . 12
8.2 Valid and Binding Obligation . . . . . . . . . . . . . . . . . . . . 12
8.3 No Conflict; No Default. . . . . . . . . . . . . . . . . . . . . . . 12
8.4 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

9. GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
9.1 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
9.2 Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
9.3 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
9.4 Further Action . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

<PAGE>

9.5 Specific Performance . . . . . . . . . . . . . . . . . . . . . . . . 13
9.6 Entire Agreement; Amendments . . . . . . . . . . . . . . . . . . . . 13
9.7 Limitation on Rights of Others . . . . . . . . . . . . . . . . . . . 14
9.8 Waivers; Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . 14
9.9 Waiver of Jury Trial . . . . . . . . . . . . . . . . . . . . . . . . 14
9.10 Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
9.11 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
9.12 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
9.13 Limitation of Liability. . . . . . . . . . . . . . . . . . . . . . . 15
9.14 No Assignment; Exceptions. . . . . . . . . . . . . . . . . . . . . . 15
9.15 Disclaimer of Agency . . . . . . . . . . . . . . . . . . . . . . . . 15
9.16 Independent Contractors. . . . . . . . . . . . . . . . . . . . . . . 15
9.17 Expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
9.18 General Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
9.19 Conflicts with Management Agreement. . . . . . . . . . . . . . . . . 16
9.20 Master Signature Page. . . . . . . . . . . . . . . . . . . . . . . . 16

</TABLE>

<PAGE>

SPRINT PCS SERVICES AGREEMENT

This SERVICES AGREEMENT is made September ___ 1998, by and between
Sprint Spectrum L.P., a Delaware limited partnership ("SPRINT SPECTRUM"), and
UBIQUITEL L.L.C., a Washington limited liability company (but not any Related
Party) ("MANAGER"). THE DEFINITIONS FOR THIS AGREEMENT ARE SET FORTH ON THE
"SCHEDULE OF DEFINITIONS."

RECITALS

A. Manager and the holder of the License ("Sprint PCS") are
entering into a Management Agreement contemporaneously with the execution of
this agreement, under which Manager will design, construct, operate, manage
and maintain a wireless services network in the Service Area in accordance
with Sprint PCS standards and will offer and promote Sprint PCS Products and
Services that operate on the Sprint PCS Network.

B. Manager desires to enter into this agreement with Sprint
Spectrum, under which Sprint Spectrum may furnish certain services to Manager
to assist Manager to build out, operate, manage and maintain the Service Area
Network under the License.

AGREEMENT

In consideration of the recitals and mutual covenants and agreements
contained in this agreement, the sufficiency of which are hereby
acknowledged, the parties. intending to be bound, agree as follows:

1. ENGAGEMENT OF SPRINT SPECTRUM

1.1 ENGAGEMENT OF SPRINT SPECTRUM. Manager engages Sprint Spectrum
to assist Manager with certain specified services in connection with the
operations of Manager and in building out, operating, managing and
maintaining the Service Area Network, subject to the terms and conditions of
this agreement. Sprint Spectrum accepts the engagement and will use the same
effort and demonstrate the same care in performing its obligations under this
agreement as it uses in conducting its own business. Manager will use the
efforts and demonstrate the care necessary for Sprint Spectrum to meet its
obligations under this agreement. When providing the Selected Services,
Sprint Spectrum will provide those services to Manager in the same manner it
provides those services to its own business, including the use of third party
vendors to provide certain Selected Services.

1.2 RELIANCE ON MANAGER. Manager understands that Sprint
Spectrum's ability to provide the Selected Services will depend largely on
Manager's compliance with the Sprint PCS Program Requirements under the
Management Agreement and cooperation with Sprint Spectrum. Manager agrees to
comply with such requirements and to cooperate with Sprint Spectrum to enable
Sprint Spectrum to perform its obligations under this agreement.

1.3 NON-EXCLUSIVE SERVICE. Nothing contained in this agreement
confers upon Manager an exclusive right to any of the Available Services.
Sprint Spectrum may contract with

<PAGE>

others to provide expertise and services identical or similar to those to be
made available or provided to Manager under this agreement.

1.4 MANAGER'S USE OF SERVICES. Manager agrees it will only use the
Selected Services in connection with its Service Area Network. Manager will
not use the Selected Services outside the Service Area or in connection with
any other business.

2. SERVICES

2.1 AVAILABLE SERVICES; SELECTED SERVICES.

2.1.1 AVAILABLE SERVICES. Subject to the terms of this
agreement, Manager may obtain any of the Available Services from Sprint
Spectrum in accordance with the provisions of this Section 2.1. The
Available Services offered from time to time and the fees charged for such
Available Services will be set forth on the then-current EXHIBIT 2.1.1 (the
"Available Services and Fees Schedule"). If Sprint Spectrum offers any new
Available Service, it will deliver a new EXHIBIT 2.1.1 indicating the new
service and the fee for the new service.

Manager may select one or more of the categories of Available
Services. If Manager selects a particular category of services it must take
and pay for all of the services under the category selected; Manager may not
select only particular services within that category.

If Sprint Spectrum determines to no longer offer an Available Service
and the service is not a Selected Service, then Sprint Spectrum may give
Manager written notice at any time during the term of this agreement that
Sprint Spectrum no longer offers the Available Service.

Sprint Spectrum may modify EXHIBIT 2.1.1 from time to time. EXHIBIT
2.1.1 will be deemed amended upon delivery of the new EXHIBIT 2.1.1 to
Manager.

2.1.2 SELECTED SERVICES. During the term of this agreement.
and subject to the terms of this agreement, Manager has selected, and Sprint
Spectrum has agreed to furnish or cause to be furnished to Manager, the
Available Services listed on EXHIBIT 2.1.2 (which listed services will be the
Selected Services). Sprint Spectrum may require from time to time that
certain Available Services be Selected Services where necessary to comply
with legal or regulatory requirements (e.g., mandatory provision of emergency
911 service) or applicable operating constraints (e.g., delivery of
merchandise to the regional distribution centers of national retail
distributors).

2.1.3 CHANGES TO SELECTED SERVICES. If Manager determines it
no longer requires a Selected Service, then Manager must give Sprint Spectrum
written notice at least 3 months prior to the date on which Manager wishes to
discontinue its use of such Selected Service.

If Sprint Spectrum determines to no longer offer an Available Service
and such service is one of Manager's Selected Services, then Sprint Spectrum
must give Manager written notice at least 9 months prior to its
discontinuance of such Available Service that Sprint Spectrum will no longer
offer such Available Service. If the Available Service to be discontinued is
required by

<PAGE>

Sprint Spectrum to be a Selected Service, then Sprint Spectrum will use
commercially reasonable efforts to (a) help Manager provide the service
itself or find another vendor to provide the service, and (b) facilitate
Manager's transition to the new service provider.

2.1.4 PERFORMANCE OF SELECTED SERVICES. Sprint Spectrum may
select the method, location and means of providing the Selected Services. If
Sprint Spectrum wishes to use Manager's facilities to provide the Selected
Services, Sprint Spectrum must obtain Manager's prior written consent.

2.2 THIRD PARTY VENDORS. Some of the Available Services might be
provided by third party vendors under arrangements between Sprint Spectrum
and the third party vendors. In some instances, Manager may receive Available
Services from a third party vendor under the same terms and conditions that
Sprint Spectrum receives such services, in other instances, Manager may
receive Available Services under the terms and conditions set forth in an
agreement between Manager and the third party vendor. If Manager wishes to
engage a third party vendor to provide Available Services, Selected Services,
or Available Services that Sprint Spectrum will no longer offer, Manager must
first obtain Sprint Spectrum's prior written consent, which consent will not
be unreasonably withheld. Before Manager may obtain from the third party
vendor any Available Services, Selected Services, or Available Services that
Sprint Spectrum will no longer offer, such vendor must execute an agreement
prepared by Sprint Spectrum that obligates the vendor to maintain the
confidentiality of any proprietary information and that prohibits the vendor
from using any proprietary technology, information or methods for its benefit
or the benefit of any other person or entity. Manager's use of a third party
vendor that is not providing Available Services to Manager on behalf of
Sprint PCS under the Management Agreement will not qualify for assumed
compliance with the Program Requirements under Sections 7.1(a)(ii) or 8.1(b)
of the Management Agreement.

2.3 CONTRACTS. Manager will notify Sprint Spectrum of any contract
or other arrangement Manager has with any other party that will affect how
Sprint Spectrum is to provide the Selected Services.

3. FEES FOR SELECTED SERVICES

3.1 PAYMENT OF FEES. Sprint Spectrum and Manager agree that the
fees for the Available Services will initially be those set forth on EXHIBIT
2.1.1, which fees represent an adjustment to any fees paid by Sprint PCS to
Manager under Section 10 of the Management Agreement. The monthly charge for
any fees based on the number of subscribers of the Service Area Network will
be determined based on the number of subscribers as of the 15th day of the
month for which the charge is being calculated. Manager agrees to pay the
fees to Sprint Spectrum within 20 days after the date of the invoice. If
Manager enters into an agreement with a third party vendor under Section 2.2,
Manager agrees to pay the fees for the services rendered by the third party
vendor in accordance with the terms and conditions of such agreement.

3.2 ADJUSTMENT OF FEES. Sprint Spectrum may change the fee for any
service it provides once during any 12-month period by delivering a new
EXHIBIT 2.1.1 to Manager. EXHIBIT 2.1.1 will be deemed amended on the
effective date noted on the new EXHIBIT 2.1.1,

<PAGE>

which will be at least 30 days after delivering the new EXHIBIT 2.1.1.
Manager must notify Sprint Spectrum in writing before the effective date of
the new EXHIBIT 2.1.1 if Manager wishes to discontinue a Selected Service for
which the price is being increased (a "Cancelled Service"). If Manager
discontinues a Selected Service under this Section 3.2, Sprint Spectrum will,
at Manager's option, continue to provide the Cancelled Service and to charge
Manager the current fee (I.E., the fee under the EXHIBIT 2.1.1 in effect on
the date Manager gives its cancellation notice to Sprint Spectrum) for the
Cancelled Service for up to 9 months from the date Sprint Spectrum gives
Manager notice of the price change or until Manager no longer needs the
Cancelled Service, whichever occurs first. If Sprint Spectrum continues to
provide the Cancelled Service after the 9-month period, Sprint Spectrum will
apply the new fee. under the new EXHIBIT 2.1.1, and such fee will be applied
retroactively as of the effective date of the new schedule. Manager agrees to
pay such retroactive charge within 10 days after the date of the invoice for
such charge.

3.3 LATE PAYMENTS. Any payment due under this Section 3 that is
not paid by Manager to Sprint Spectrum in accordance with the terms of this
agreement will bear interest at the Default Rate beginning (and including)
the 6th day after the due date until (and including) the date on which such
payment is made.

3.4 TAXES. Manager will pay or reimburse Sprint Spectrum for any
sales, use, gross receipts or similar tax, administrative fee,
telecommunications fee or surcharge for taxes or fees levied by a
governmental authority on the fees and charges payable to Sprint Spectrum by
Manager.

4. TERM; TERMINATION; EFFECT OF TERMINATION

4.1 TERM. This agreement commences on the date of execution and
continues until the Management Agreement terminates. This agreement
automatically terminates upon termination of the Management Agreement.
Neither party may terminate this agreement for any reason other than the
termination of the Management Agreement.

4.2 EFFECT OF TERMINATION. Upon the termination of this agreement,
all rights and obligations of each party under this agreement will
immediately cease, except that:

(a) Any rights arising out of a breach of any terms of this
agreement will survive any termination of this agreement;

(b) The provisions of this Section 4.2 and Sections 5.2, 6,
7, and 9 will survive any termination of this agreement; and

(c) The payment obligations under Section 3 will survive any
termination of this agreement if, and to the extent, any fees have accrued or
are otherwise due and owing from Manager to Sprint Spectrum or any Sprint
Spectrum Related Party as of the date of termination of this agreement.

<PAGE>

5. BOOKS AND RECORDS; CONFIDENTIAL INFORMATION

5.1 BOOKS AND RECORDS.

5.1.1 GENERAL. Each party must keep and maintain books and
records to support and document any fees, costs, expenses or other charges
due in connection with the provisions set forth in this agreement. The
records must be retained for a period of at least 3 years after the fees,
costs, expenses or other charges to which the records relate have accrued and
have been paid, or such other period as may be required by law.

5.1.2 AUDIT. On reasonable advance written notice by the
Manager, but no more frequently than annually, Sprint PCS will provide a
report issued in conformity with Statement of Auditing Standard No. 70
"Reports on the Processing of Transactions by Service Organizations" ("TYPE
II REPORT" or "MANAGER MANAGEMENT REPORT"). Such report will be prepared by
independent auditors and will provide an opinion on the controls placed in
operation and tests of operating effectiveness of those controls in effect at
Sprint PCS over the Manager Management Processes. "Manager Management
Processes" include those services generally provided within the Management
Agreement, primarily billing and collection of Collected Revenues. The
Manager is responsible for costs incurred attributable to such requested
procedures with respect to the services provided under this agreement,
including without limitation discussion of the billing and collection of
Collected Revenues. This report will be made available to the other party
upon such other party's request.

5.1.3 CONTESTING AN AUDIT. If the party that did not select
the independent auditor does not agree with the findings of the audit, then
such party can contest the findings by providing notice of such disagreement
to the other party (the "DISPUTE NOTICE"). The date of delivery of such
notice is the "DISPUTE NOTICE DATE." If the parties are unable to resolve the
disagreement within 10 Business Days after the Dispute Notice Date, they will
resolve the disagreement in accordance with the following procedures.

The two parties and the auditor that conducted the audit will all
agree on an independent certified public accountant with a regional or
national accounting practice in the wireless telecommunications industry (the
"Arbiter") within 15 Business Days after the Dispute Notice Date. If, within
15 Business Days after the Dispute Notice Date, the three parties fail to
agree on the Arbiter, then at the request of either party to this agreement,
the Arbiter will be selected pursuant to the rules then in effect of the
American Arbitration Association. Each party will submit to the Arbiter
within 5 Business Days after its selection and engagement all information
reasonably requested by the Arbiter to enable the Arbiter to independently
resolve the issue that is the subject of the Dispute Notice. The Arbiter will
make its own determination of the amount of fees, costs, expenses or other
charges payable under this agreement with respect to the period audited. The
Arbiter will issue a written report of its determination in reasonable detail
and will deliver a copy of the report to the parties within 10 Business Days
after the Arbiter receives all of the information reasonably requested. The
determination made by the Arbiter will be final and binding and may be
enforced by any court having jurisdiction. The parties will cooperate fully
in

<PAGE>

assisting the Arbiter and will take such actions as are necessary to expedite
the completion of and to cause the Arbiter to expedite its assignment.

If the amount owed by a contesting party is reduced by more than 10%
or the amount owed to a contesting party is increased by more than 10% then
the non-contesting party will pay the costs and expenses of the Arbiter,
otherwise the contesting party will pay the costs and expenses of the Arbiter.

5.2 CONFIDENTIAL INFORMATION.

(a) Except as specifically authorized by this agreement,
each of the parties must, for the term of this agreement and 3 years after
the date of termination of this agreement, keep confidential, not disclose to
others and use only for the purposes authorized in this agreement, all
Confidential Information disclosed by the other party to the party in
connection with this agreement, except that the foregoing obligation will not
apply to the extent that any Confidential Information:

(i) is or becomes, after disclosure to a party, publicly
known by any means other than through unauthorized acts or omissions of
the party or its agents; or

(ii) is disclosed in good faith to a party by a third
party entitled to make the disclosure.

(b) Notwithstanding the foregoing, a party may use, disclose or
authorize the disclosure of Confidential Information that it receives that:

(i) has been published or is in the public domain, or
that subsequently comes into the public domain, through no fault of the
receiving party;

(ii) prior to the effective date of this agreement was
properly within the legitimate possession of the receiving party, or
subsequent to the effective date of this agreement, is lawfully received
from a third party having rights to publicly disseminate the Confidential
Information without any restriction and without notice to the recipient
of any restriction against its further disclosure;

(iii) is independently developed by the receiving party
through persons or entities who have not had, either directly or
indirectly, access to or knowledge of the Confidential Information;

(iv) is disclosed to a third parry consistent with the
terms of the written approval of the party originally disclosing the
information;

(v) is required by the receiving party to be produced
under order of a court of competent jurisdiction or other similar
requirements of a governmental agency, and the Confidential Information
will otherwise continue to be Confidential Information required to be
held confidential for purposes of this agreement;

<PAGE>

(vi) is required by the receiving party to be disclosed
by applicable law or a stock exchange or association on which the
receiving party's securities (or those of its Related Parties) are or may
become listed; or

(vii) is disclosed by the receiving party to a financial
institution or accredited investor (as that term is defined in Rule
501(a) under the Securities Act of 1933) that is considering providing
financing to the receiving party and which financial institution or
accredited investor has agreed to keep the Confidential Information
confidential in accordance with an agreement at least as restrictive as
this Section 5.

(c) The party making a disclosure under Sections 5.2(b)(v),
5.2(b)(vii) or 5.2(b)(vii) must inform the non-disclosing party as promptly
as is reasonably necessary to enable the non-disclosing party to take action
to, and use the disclosing party's reasonable best efforts to, limit the
disclosure and maintain confidentiality to the extent practicable.

(d) Manager will not, except when serving in the capacity of
Manager under this agreement, use any Confidential Information of any kind
that it receives under or in connection with this agreement. For example, if
Manager operates a wireless company in a different licensed area, Manager may
not use any of the Confidential Information received under or in connection
with this agreement in operating its other wireless business.

6. INDEMNIFICATION

6.1 INDEMNIFICATION BY SPRINT SPECTRUM. Sprint Spectrum agrees to
indemnify, defend and hold harmless Manager, its directors, managers,
officers and employees from and against any and all claims, demands, causes
of action, losses, actions, damages, liability and expense, including costs
and reasonable attorneys' fees, against Manager, its directors, managers,
officers and employees arising from or relating to the violation by Sprint
Spectrum, its directors, officers, employees, contractors, subcontractors,
agents or representatives of any law, regulation or ordinance applicable to
Sprint Spectrum in its performance of the Selected Services, or by Sprint
Spectrum's, or its directors', officers', employees', contractors',
subcontractors', agents' or representatives' breach of any representation,
warranty or covenant contained in this agreement, except where and to the
extent the claim, demand, cause of action, loss, action, damage, liability
and expense results from the negligence or willful misconduct of Manager, its
directors, managers, officers, employees, agents or representatives. Sprint
Spectrum's indemnification obligations under this Section 6.1 do not apply to
any third party vendors that provide services (including Selected Services)
directly to Manager or Manager's Related Parties under a separate agreement.

6.2 INDEMNIFICATION BY MANAGER. Manager agrees to indemnify,
defend and hold harmless Sprint Spectrum, its directors, officers and
employees from and against any and all claims, demands, causes of action,
losses, actions, damages, liability and expense, including costs and
reasonable attorneys' fees, against Sprint Spectrum, its directors, officers
and employees arising from or relating to Manager's, or its directors',
managers', officers', employees', contractors', subcontractors', agents' or
representatives' violation of any law, regulation or ordinance applicable to
Manager, or by Manager's, or its directors', managers',

<PAGE>

officers', employees', contractors', subcontractors', agents' or
representatives' breach of any representation, warranty or covenant contained
in this agreement. Manager's ownership of the Operating Assets or the
operation of the Service Area Network, except where and to the extent the
claim, demand, cause of action, loss, action, damage, liability and expense
results from the negligence or willful misconduct of Sprint Spectrum, its
directors, officers, employees, contractors, subcontractors, agents or
representatives.

6.3 PROCEDURE.

6.3.1 NOTICE. Any party being indemnified ("INDEMNITEE") will
give the party making the indemnification ("INDEMNITOR") written notice as
soon as practicable but no later than 5 Business Days after the party becomes
aware of the facts, conditions or events that give rise to the claim for
indemnification if:

(a) any claim or demand is made or liability is asserted
against Indemnitee; or

(b) any suit, action, or administrative or legal proceeding
is instituted or commenced in which Indemnitee is involved or is named as a
defendant either individually or with others.

Failure to give notice as described in this Section 6.3.1 does not
modify the indemnification obligations of this provision, except if
Indemnitor is harmed by failure to provide timely notice to Indemnitor, then
Indemnitor does not have to indemnify Indemnitee for the harm caused by
failure to give the timely notice.

6.3.2 DEFENSE BY INDEMNITOR. If within 30 days after giving
notice Indemnitee receives written notice from Indemnitor stating that
Indemnitor disputes or intends to defend against the claim, demand,
liability, suit, action or proceeding, then Indemnitor will have the right to
select counsel of its choice and to dispute or defend against the claim,
demand, liability, suit, action or procedding.

Indemnitee will fully cooperate with Indemnitor in the dispute or
defense so long as Indemnitor is conducting the dispute or defense diligently
and in good faith. Indemnitor is not permitted to settle the dispute or
claim without prior written approval of Indemnitee, which approval shall not
be unreasonably withheld. Even though Indemnitor selects counsel of its
choice, Indemnitee has the right to retain additional representation by
counsel of its choice to participate in the defense at Indemnitee's sole cost
and expense.

6.3.3 DEFENSE BY INDEMNITEE. If no notice of intent to
dispute or defend is received by Indemnitee within the 30-day period, or if a
diligent and good faith defense is not or ceases to be conducted, Indemnitee
has the right to dispute and defense against the claim, demand or other
liability at the sole cost and expense of Indemnitor and to settle the claim,
demand or other liability, and in either event to be indemnified as provided
in this section 6. Indemnitee is not permitted to settle the dispute or claim
without the prior written approval of Indemnitor, which approval will not be
unreasonably withheld.

<PAGE>

6.3.4 COSTS. Indemnitor's indemnity obligation includes
reasonable attorneys' fees, investigation costs, and all other reasonable
costs and expenses incurred by Indemnitee from the first notice that any
claim or demand has been made or may be made, and is not limited in any way
by any limitation on the amount or type of damages, compensation, or benefits
payable under applicable workers' compensation acts, disability benefit acts,
or other employee benefit acts.

7. DISPUTE RESOULUTION

7.1 NEGOTIATION. The parties will attempt in good faith to
resolve any dispute arising out of or relating to this agreement promptly by
negotiation between or among representatives who have authority to settle the
controversy. Either party may escalate a dispute not resolved in the normal
course of business to the appropriate (as determined by the party) officers
of the parties by providing written notice to the other party.

Either party may elect, by giving written notice to the other party,
to escalate any dispute arising out of or relating to the determination of
fees that is not resolved in the normal course of business or by the audit
process set forth in Sections 5.1.2 and 5.1.3, first to the appropriate
financial or accounting officers to be designated by each party. The
designated officers will meet in the manner described in the preceding
paragraph. If the matter has not been resolved by the designated officers
within 30 days after the notifying party's notice, either party may elect to
escalate the dispute to the appropriate (as determined by the party) officers
in accordance with the prior paragraphs of this Section 7.1.

7.2 UNABLE TO RESOLVE. If a dispute has not been resolved within
60 days after the notifying party's notice, the parties will continue to
operate under this agreement and sue the other party for damages or seek
other appropriate remedies as provided in this agreement, except neither
party may bring a suit for damages based on an event that occurs during the
first two years of this agreement.

7.3 ATTORNEYS AND INTENT. If an officer intends to be accompanied
at a meeting by an attorney, the other party's officer will be given at least
3 Business Days prior notice of the intention and may also be accompanied by
an attorney. All negotiations under this Section 7 are confidential and will
be treated as compromise and settlement negotiations for purposes of the
Federal Rules of Civil Procedure and state rules of evidence and civil
procedure.

8. REPRESENTATIONS AND WARRANTIES

Each party for itself makes the following representations and
warranties to the other party:

<PAGE>

8.1 DUE INCORPORATION OR FORMATION; AUTHORIZATION OF AGREEMENTS.
The party is either a corporation, limited liability company, or limited
partnership duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization. Manager is qualified to do
business and in good standing in every jurisdiction in which the Service Area
is located. The party has the full power and authority to execute and deliver
this agreement and to perform its obligations under this agreement.

8.2 VALID AND BINDING OBLIGATION. This agreement constitutes the
valid and binding obligation of the party, enforceable in accordance with its
terms, except as may be limited by principles of equity or by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally.

8.3 NO CONFLICT; NO DEFAULT. Neither the execution, delivery and
performance of this agreement nor the consummation by the party of the
transactions contemplated in this agreement will conflict with, violate or
result in a breach of (a) any law, regulation, order, writ, injunction,
decree, determination or award of any governmental authority or any
arbitrator, applicable to such party, or (b) any term, condition or provision
of the articles of incorporation, certificate of limited partnership,
certificate of organization, bylaws, partnership agreement or limited
liability company agreement (or other governing documents) of such party or
of any material agreement or instrument to which such party is or may be
bound or to which any of its material properties or assets is subject.

8.4 LITIGATION. No action, suit, proceeding or investigation is
pending or, to the knowledge of the party, threatened against or affecting
the party or any of its properties, assets or businesses in any court or
before or by any governmental agency that could, if adversely determined,
reasonably be expected to have a material adverse effect on the party's
ability to perform its obligations under this agreement. The party has not
received any currently effective notice of any default that could reasonably
be expected to result in a breach of the preceding sentence.

9. GENERAL PROVISIONS

9.1 NOTICES. Any notice, payment, demand, or communication
required or permitted to be given by any provision of this agreement must be
in writing and mailed (certified or registered mail, postage prepaid, return
receipt requested), sent by hand or overnight courier, or sent by facsimile
(with acknowledgment received and a copy sent by overnight courier), charges
prepaid and addressed described on the Notice Address Schedule attached to
the Master Signature Page, or to any other address or number as the person or
entity may from rime to time specify by written notice to the other parties.

All notices and other communications given to a party in accordance
with the provisions of this agreement will be deemed to have been given when
received.

9.2 CONSTRUCTION. This agreement will be construed simply
according to its fair meaning and not strictly for or against either party.

<PAGE>

9.3 HEADINGS. The table of contents, section and other headings
contained in this agreement are for reference purposes only and are not
intended to describe, interpret, define, limit or expand the scope, extent or
intent of this agreement.

9.4 FURTHER ACTION. Each party agrees to perform all further acts
and execute, acknowledge, and deliver any documents that may be reasonably
necessary, appropriate, or desirable to carry out the intent and purposes of
this agreement.

9.5 SPECIFIC PERFORMANCE. Each party agrees with the other party
that the party would be irreparably damaged if any of the provisions of this
agreement were not performed in accordance with their specific terms and that
monetary damages alone would not provide an adequate remedy. Accordingly, in
addition to any other remedy to which the non-breaching party may be
entitled, at law or in equity, the non-breaching party will be entitled to
injunctive relief to prevent breaches of this agreement and specifically to
enforce the terms and provisions of this agreement.

9.6 ENTIRE AGREEMENT; AMENDMENTS. The provisions of this agreement
and the Management Agreement (if Sprint Spectrum is a party to that
agreement) (including the exhibits to those agreements) set forth the entire
agreement and understanding between the parties as to the subject matter of
this agreement and supersede all prior agreements, oral or written, and other
communications between the parties relating to the subject matter of this
agreement. Except for Sprint Spectrum's right to amend the Available Services
and the fees charged for such services as shown on EXHIBIT 2.1.1, and
Manager's right to amend the Selected Services listed on EXHIBIT 2.1.2, this
agreement may be modified or amended only by a written amendment signed by
persons or entities authorized to bind each party.

9.7 LIMITATION ON RIGHTS OF OTHERS. Nothing in this agreement,
whether express or implied, will be construed to give any person or entity
other than the parties any legal or equitable right, remedy or claim under or
in respect of this agreement.

9.8 WAIVERS; REMEDIES. The observance of any term of this
agreement may be waived (whether generally or in a particular instance arid
either retroactively or prospectively) by the party entitled to enforce the
term, but any waiver is effective only if in a writing signed by the party
against which the waiver is to be asserted. Except as otherwise provided in
this agreement, no failure or delay of either party in exercising any power
or right under this agreement will operate as a waiver of the power or right,
nor will any single or partial exercise of any right or power preclude any
other or further exercise of the right or power or the exercise of any other
right or power.

Sprint Spectrum is not in breach of any covenant in this agreement, if
failure of such party to comply with such covenant or Sprint Spectrum's
non-compliance with the covenant results primarily from:

(i) any FCC order or any other injunction issued by any
governmental authority impeding the ability to comply with the covenant;

<PAGE>

(ii) the failure of any governmental authority to grant
any consent, approval, waiver, or authorization or any delay on the part
of any governmental authority in granting any consent, approval, waiver
or authorization;

(iii) the failure of any vendor to deliver in a timely
manner any equipment or service; or

(iv) any act of God, act of war or insurrection, riot,
fire, accident, explosion, labor unrest, strike, civil unrest, work
stoppage, condemnation or any similar cause or event not reasonably
within the control of Sprint Spectrum.

9.9 WAIVER OF JURY TRIAL. EACH PARTY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT.

9.10 BINDING EFFECT. Except as otherwise provided in this
agreement, this agreement is binding upon and inures to the benefit of the
parties and their respective and permitted successors, transferees, and
assigns, including any permitted successor, transferee or assignee of the
Management Agreement. The parties intend that this agreement bind only the
party signing this agreement and that the agreement is not binding on the
Related Parties of a party unless the agreement provides that Related Parties
are bound.

9.11 GOVERNING LAW. The internal laws of the State of Missouri
(without regard to principles of conflicts of law) govern the validity of
this agreement, the construction of its terms, and the interpretation of the
rights and duties of the parties.

9.12 SEVERABILITY. The parties intend every provision of this
agreement to be severable. If any provision of this agreement is held to be
illegal, invalid, or unenforceable for any reason, the parties intend that a
court enforce the provision to the maximum extent permissible so as to effect
the intent of the parties (including the enforcement of the remaining
provisions). If necessary to effect the intent of the parties, the parties
will negotiate in good faith to amend this agreement to replace the parties.

9.13 LIMITATION OF LIABILITY. NO PARTY WILL BE LIABLE TO THE OTHER
PARTY FOR SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE
DAMAGES, OR LOSS OF PROFITS, ARISING FROM THE RELATIONSHIP OF THE PARTIES OR
THE CONDUCT OF BUSINESS UNDER, OR BREACH OF, THIS AGREEMENT, EXCEPT WHERE
SUCH DAMAGES OR LOSS OF PROFITS ARE CLAIMED BY OR AWARDED TO A THIRD PARTY IN
A CLAIM OR ACTION AGAINST WHICH A PARTY TO THIS AGREEMENT HAS A SPECIFIC
OBLIGATION TO INDEMNIFY ANOTHER PARTY TO THIS AGREEMENT.

9.14 NO ASSIGNMENT; EXCEPTIONS. This agreement may only be assigned
in conjunction with and to the same party or parties to whom the Management
Agreement has been validly assigned under the Management Agreement's terms
and conditions.

<PAGE>

9.15 DISCLAIMER OF AGENCY. Neither party by this agreement makes
the other party a legal representative or agent of the party, nor does either
party have the right to obligate the other party in any manner, except if the
other party expressly permits the obligation by the party or except for
provisions in this agreement expressly authorizing one party to obligate the
other.

9.16 INDEPENDENT CONTRACTORS. The parties do not intend to create
any partnership, joint venture or other profit-sharing arrangement,
landlord-tenant or lessor-lessee relationship, employer-employee
relationship, or any other relationship other than that expressly provided in
this agreement. Neither party to this agreement has any fiduciary duty to the
other party.

9.17 EXPENSE. Each party bears the expense of complying with this
agreement except as otherwise expressly provided in this agreement.

9.18 GENERAL TERMS.

(a) This agreement, including the attached Schedule of
Definitions, is to be interpreted in accordance with the following rules of
construction:

(i) The definitions in this agreement apply equally to
both the singular and plural forms of the terms defined unless the
context otherwise requires;

(ii) The words "include," "includes" and "including" are
deemed to be followed by the phrase "without limitation";

(iii) All references in this agreement to Sections and
Exhibits are references to Sections of, and Exhibits to, this agreement,
unless otherwise specified; and

(iv) All references to any agreement or other instrument
or statute or regulation are to it as amended and supplemented from time
to time (and, in the case of a statute or regulation, to any
corresponding provisions of successor statutes or regulations), unless
the context otherwise requires.

(b) Any reference in this agreement to a "day" or number of
"days" (without the explicit qualification of "BUSINESS") is a reference to a
calendar day or number of calendar days. If any action or notice is to be
taken or given on or by a particular calendar day, and the calendar day is
not a Business Day, then the action or notice may be taken or given on the
next Business Day.

9.19 CONFLICTS WITH MANAGEMENT AGREEMENT. The provisions of the
Management Agreement govern over those of this Services Agreement if the
provisions contained in this agreement conflict with analogous provisions in
the Management Agreement.

9.20 MASTER SIGNATURE PAGE. Each party agrees that it will execute
the Master Signature Page that evidences such party's agreement to execute,
become a party to and be bound by this agreement, which document is
incorporated herein by this reference.

<PAGE>

EXHIBIT 2.1.1

AVAILABLE SERVICES AND FEES SCHEDULE
`98/99
<TABLE>
<CAPTION>
AVAILABLE SERVICES OPTION #1 OPTION # 2 OPTION #3 PRICE DRIVER
- ------------------------------------ -------------- -------------- ---------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Billing S S M *** ***
Customer Care S S M *** ***
Activation S S M *** ***
Credit Checks S S M *** ***
Handset Logistics S S S-Note 1 *** ***
Remote Switching S S M ***
NOCC S S S-Note 2 *** ***
HLR S S M *** ***
Voice Mail S S M *** ***
Prepaid Services S S M *** ***
Directory Assistance V V M *** ***
Operator Services V V M *** ***
Long Distance V V V ***
Roaming Fees S S S ***
Roaming Clearinghouse Fees S S S *** ***
Interconnect Fees S S S-Note 3 *** ***
LIDB & CANM S S M ***
Inter Service Area Fees S S S *** ***

Network Certification S S S ***
</TABLE>

S = Sprint PCS Provided
M = Manager Provided
V = Vendor Provided (through Sprint PCS arrangements)

Note 1 Handset logistics services will be Selected Services for national
retail distribution and inbound telesales channels.

Note 2 NOCC connectivity required to support Sprint PCS FCC and FAA
obligations will be a Selected Service under any of the options
outlined above. The fee for FCC and FAA required NOCC connectivity
is TBD and may be less than the standard NOCC Price.

Note 3 Unless Manager arranges directly per section 1.4.

***Confidential portions omitted and filed separately with the Commission.