                                                                    Exhibit 10.1
                      FIRST AMENDMENT TO SERVICES AGREEMENT

     THIS FIRST AMENDMENT TO SERVICES  AGREEMENT (this  "Amendment") is made and
entered into as of this 21st day of February,  2003 by and among AIRGATE SERVICE
COMPANY,  INC., a Delaware  corporation  ("Service  Co"),  AIRGATE PCS,  INC., a
Delaware corporation  ("AirGate"),  iPCS WIRELESS,  INC., a Delaware corporation
and iPCS, INC., a Delaware  corporation (iPCS, Inc. and iPCS Wireless,  Inc. are
collectively referred to as "iPCS").

                              W I T N E S S E T H:
                               - - - - - - - - - -

     WHEREAS, the parties to this Amendment are parties to that certain Services
Agreement, dated as of January 1, 2002 (the "Services Agreement"); and

     WHEREAS,  the parties  desire to amend the Services  Agreement as set forth
herein.

     NOW, THEREFORE,  in consideration of the mutual covenants contained herein,
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, Service Co, AirGate and iPCS hereby agree as follows:

1.   Controlling Language.  Insofar as the specific terms and provisions of this
     Amendment  purport to amend or modify or are in conflict  with the specific
     terms,  provisions  and exhibits of the Services  Agreement,  the terms and
     provisions  of this  Amendment  shall  govern  and  control;  in all  other
     respects,  the terms,  provisions  and exhibits of the  Services  Agreement
     shall remain unmodified and in full force and effect.

2.   Termination of Specific Services.  The Services Agreement is hereby amended
     to add thereto a new Section 1.6, reading in its entirety as follows:

          "1.6 Termination of Specified  Services.  At any time upon thirty (30)
     days prior written notice to the other parties hereto, any party hereto may
     terminate any of the Services being  performed  hereunder.  Any such notice
     shall  describe  with  reasonable  particularity  the Services  that are no
     longer  to  be  provided,  and  if  practicable  shall  also  describe  the
     particular   department  codes  (as  utilized  by  the  parties'   internal
     accounting group) affected  thereby.  Notwithstanding  the foregoing,  with
     respect to the termination of network  operations  Services,  iPCS shall be
     required to give sixty (60) days prior written  notice of  termination  and
     AirGate  shall be required to give one hundred and twenty  (120) days prior
     written  notice of  termination;  and with respect to accounting  Services,
     AirGate shall be required to give sixty (60) days prior  written  notice of
     termination and iPCS shall be required to give one hundred and twenty (120)
     days prior  written  notice of  termination.  Upon the  termination  of any
     particular  Services  under  this  Section  1.6,  the  parties  shall  make
     appropriate  amendments to the Technology  License  Agreement,  dated as of
     January 1, 2002,  among them and certain  other  parties to  terminate  the
     license with respect to the intellectual property related to the terminated
     Services."

3.   Immediate Termination of Certain Services by iPCS. Notwithstanding anything
     in this Amendment or in the Services Agreement to the contrary, the parties
     agree that effective  February 1, 2003, iPCS hereby terminates the Services
     relating to the internal  accounting  department  codes specified below (it
     being  understood that Service Co shall no longer be required to provide to
     iPCS any  Services  relating to such  department  codes,  and iPCS shall no
     longer be required to make payment therefor):

         01000 - CEO

         01001 - Board of Directors

         01005 - Strategic Development

         01006 - Business Development

         01015 - Logistics

         01051 - Financial Planning

         01052 - Controller

         01053 - Investor Relations

4.   Amendment  to  Article 2.  Article 2 of the  Services  Agreement  is hereby
     amended by changing all  references to one hundred and twenty (120) days in
     such Article 2 to sixty (60) days.

5.   Adjustment  of  Subscriber  Numbers.  The parties  hereto hereby agree that
     monthly  adjustments will be made to the subscriber  numbers to reflect the
     number of subscribers for each of iPCS and AirGate.

6.   Incorporation.  The parties  hereto hereby agree that (i) this Amendment is
     incorporated into and made a part of the Services  Agreement,  (ii) any and
     all  references  to the Services  Agreement  hereafter  shall  include this
     Amendment,  and (iii) the Services Agreement is in full force and effect as
     of the date hereof, as expressly modified and amended hereinabove.

<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.

AIRGATE SERVICE COMPANY, INC.            AIRGATE PCS, INC.


By:    /s/ William H. Seippel            By:  /s/ William H. Seippel
    --------------------------------        -------------------------------
Title:   Vice President and CFO          Title:  Vice President and CFO
       -----------------------------           ----------------------------

iPCS, INC.                               iPCS WIRELESS, INC.


By:   /s/ Tim Yager                      By:  /s/ Tim Yager
    --------------------------------        -------------------------------
Title:    CRO                            Title:   CRO
       -----------------------------           ----------------------------


Pursuant to the  requirements  of Section  9.7 of the  Services  Agreement,  the
undersigned hereby consent to this Amendment

Toronto Dominion (Texas), Inc.         Lehman Brothers Commercial Paper, Inc.


By:   /s/ Diane Bailey                 By:   /s/ Frank P. Turner
    ---------------------------------      --------------------------------
Title:  VP                             Title:  Authorized Signatory
       ------------------------------        ------------------------------




