                                      ADDENDUM XII
                                           TO
                           SPRINT PCS MANAGEMENT AGREEMENT AND
                              SPRINT PCS SERVICES AGREEMENT

          AMENDING THESE AGREEMENTS FURTHER AND RESTATING CERTAIN PARAGRAPHS IN
                                  ADDENDA I THROUGH XI

                                   DATED JUNE 14, 2004

    MANAGER: TEXAS TELECOMMUNICATIONS, LP

    SERVICE AREA BTAS:      ABILENE, TX # 3
                            ALBUQUERQUE, NM # 8
                            AMARILLO, TX # 13
                            CARLSBAD, NM # 68
                            EAGLE PASS, TX #121
                            EL PASO, TX # 128
                            FARMINGTON, NM-DURANGO, CO # 139
                            FLAGSTAFF, AZ # 144
                            GALLUP, NM # 162
                            GRAND JUNCTION, CO # 168
                            LAREDO, TX #242
                            LAS CRUCES, NM # 244
                            LUBBOCK, TX # 264
                            MIDLAND, TX # 296
                            ODESSA, TX # 327
                            PHOENIX, AZ # 347 (NAVAJO COUNTY, AZ)
                            PRESCOTT, AZ # 362
                            PUEBLO, CO # 366
                            ROSWELL, NM #386
                            SAN ANGELO, TX # 400
                            SANTA FE, NM # 407

    EXPANSION SERVICE AREA BTAS:

                            BIG SPRING, TX # 40
                            CLOVIS, NM #87
                            COLORADO SPRINGS, CO # 89 (PORTION OF EL PASO COUNTY)
                            EL CENTRO-CALEXICO, CA # 124
                            HOBBS, NM # 191
                            LAS VEGAS, AZ # 245 (PORTION OF MOHAVE COUNTY)
                            PHOENIX, AZ # 347 (PORTION OF MARICOPA AND PINAL COUNTY)
                            SAN DIEGO, CA # 402 (PORTION OF SAN DIEGO COUNTY)
                            SIERRA VISTA-DOUGLAS, AZ # 420

                            TUCSON, AZ # 447 (PORTION OF PIMA COUNTY)
                            YUMA, AZ # 486

         This Addendum XII (this "ADDENDUM") contains amendments to the Sprint PCS
    Management Agreement, the Sprint PCS Services Agreement, the Sprint Trademark
    and Service Mark License Agreement and the Sprint Spectrum Trademark and Service
    Mark License Agreement, each of which was entered into on December 23, 1999 by
    the same parties to this Addendum.

         The Management Agreement, Services Agreement and Trademark License
    Agreements were amended by:

         (1)  Addendum I dated December 23, 1999,
         (2)  Addendum II dated February 3, 2000,
         (3)  Addendum III dated April 25, 2000,
         (4)  Addendum IV dated June 23, 2000,
         (5)  Addendum V dated January 31, 2001,
         (6)  Addendum VI dated February 14, 2001,
         (7)  Addendum VII dated March 30, 2001,
         (8)  Addendum VIII dated July 19, 2002,
         (9)  Addendum IX dated November 29, 2002,
         (10) Addendum X dated September 12, 2003, and
         (11) Addendum XI dated March 26, 2004.

         The purposes of this Addendum are to (1) amend the Management Agreement,
    the Services Agreement, the Trademark License Agreements and the Schedule of
    Definitions and restate those paragraphs in the addenda executed previously that
    amend the Management Agreement, the Services Agreement, the Trademark License
    Agreements and the Schedule of Definitions (see section A below), and (2)
    provide cross-references to those paragraphs in addenda executed previously that
    are not restated in this Addendum (see section B below).

         The terms and provisions of this Addendum control over any conflicting
    terms and provisions contained in the Management Agreement, the Services
    Agreement, the Trademark License Agreements and the Schedule of Definitions. The
    Management Agreement, the Services Agreement, the Trademark Licenses Agreements,
    the Schedule of Definitions and all prior addenda continue in full force and
    effect, except for express modifications made in this Addendum. This Addendum
    does not change the effective date of any prior amendment made to the Management
    Agreement, the Services Agreement, the Trademark License Agreements or the
    Schedule of Definitions through previously executed addenda.

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

                                           2

         The parties entered into Addendum XI dated March 26, 2004, but the parties
    acknowledge that Addendum XI is superseded in its entirety by this Addendum. The
    parties are executing this Addendum as of the date noted above, but this
    Addendum becomes effective on (the "EFFECTIVE DATE") either (1) March 1, 2004,
    if the parties execute all of the following addenda by June 14, 2004:

         o    Alamosa Missouri, LLC Addendum XII,

         o    Alamosa Wisconsin Limited Partnership Addendum XI,

         o    Southwest PCS, L.P. Addendum VII,

         o    Texas Telecommunications, LP Addendum XII, and

         o    Washington Oregon Wireless LLC Addendum VIII.

    or (2) the first calendar day of the first calendar month after the above
    addenda are executed if the parties execute the above addenda after June 14,
    2004.

         On the Effective Date the Management Agreement, the Services Agreement, the
    Trademark License Agreements and the Schedule of Definitions are amended and
    restated as follows:

    A.   NEW AMENDMENTS AND RESTATEMENT OF PREVIOUS AMENDMENTS TO SPRINT PCS
         AGREEMENTS.

                                  MANAGEMENT AGREEMENT

         1. VENDOR PURCHASE AGREEMENTS - SOFTWARE FEES [ADDM XI,SS.1; REVISED BY
    THIS ADDENDUM]. Section 1.3 is amended to read as follows:

              Insert: "1.3.1 DISCOUNTED VOLUME-BASED PRICING." before the first
         paragraph.

              Insert: "1.3.2 SUBSCRIBER AND INFRASTRUCTURE EQUIPMENT." before the
         second paragraph.

              Insert: "1.3.3 EXCLUSIVE USE." before the third paragraph.

              Add a new section 1.3.4 as follows:

         1.3.4 SOFTWARE FEES.

              (a) Manager acknowledges that Sprint PCS administers the testing and
         implementation of the Software (i.e., pushing of the Software) into the
         Service Area Network.

                                           3

              (b) Sprint PCS, when obtaining software for its own use that is
         identical to the Software, will use commercially reasonable efforts to
         obtain a license from vendors providing for the right of Manager to use the
         Software in connection with telecommunications equipment manufactured by
         the vendor (collectively the software obtained by Sprint PCS for its own
         use and the Software that operates on telecommunications equipment
         manufactured by the vendor are for purposes of this section 1.3.4, the
         "VENDOR SOFTWARE"; when the term "Vendor Software" is used with respect to
         Manager, it means only the Software, and not the software used only by
         Sprint PCS).

              (c) Manager will arrange independently with the vendor to obtain a
         license if Sprint PCS cannot reasonably obtain a license for Manager. Any
         license that Manager obtains from a vendor must require the Vendor Software
         to be tested in Sprint PCS test beds by Sprint PCS and require Sprint PCS,
         not the vendor or Manager, to push the Vendor Software to the Service Area
         Network unless Sprint PCS otherwise consents in advance in writing. Sprint
         PCS agrees to test the Vendor Software in Sprint PCS test beds within a
         reasonable period after Manager reasonably requests the tests in writing.

              (d) Sprint PCS will:

                        (i) notify Manager in writing at least 60 days before the
                   date of an automatic renewal of, or Sprint PCS' unilateral act to
                   renew or extend, an agreement that provides Sprint PCS the right
                   to use the Vendor Software, or

                        (ii) use reasonable efforts to notify Manager in writing
                   before the date Sprint PCS intends to start negotiations with a
                   vendor regarding extension, renewal, pricing or other material
                   terms relating to Sprint PCS' and Manager's right to use the
                   Vendor Software (whether for new Software or renewal of an
                   existing license), and at least 60 days before the date Sprint
                   PCS executes an agreement, extension or renewal.

              The notice by Sprint PCS will include the material terms and
         conditions of any such agreement or negotiations to the extent known at the
         time of the notice, including the network elements to be covered by the
         right to use the Vendor Software. Manager must notify Sprint PCS in writing
         within 30 days after receiving the notice described in the first sentence
         of this section 1.3.4(d) if Manager wants Sprint PCS to attempt to obtain
         or continue the right for Manager to use the Vendor Software. Sprint PCS
         will renew or negotiate the agreement as if Manager will not be a user of
         the Vendor Software if Manager does not provide notice to Sprint PCS within
         the 30-day period. However, Sprint PCS may obtain pricing from the vendor
         for the Vendor Software that includes Manager as a user if obtaining the
         pricing does not obligate Manager to be a user.

                                           4

              Sprint PCS will advise Manager upon Manager's reasonable request of
         the status of the Software negotiations if Manager requested Sprint PCS to
         obtain or continue the right for Manager to use the Vendor Software under
         Sprint PCS' agreement with the vendor. Sprint PCS will use commercially
         reasonable efforts to give Manager notice of the final pricing for the
         right to use the Vendor Software no less than 20 days before the expected
         execution or renewal of the agreement; provided that, in any event, Sprint
         PCS will give Manager notice of the final pricing no less than 3 Business
         Days before the expected execution or renewal of the agreement. If
         necessary, Manager agrees to use commercially reasonable efforts to enter
         into a nondisclosure agreement with the vendor to facilitate providing such
         final pricing to Manager.

              Manager may give Sprint PCS notice by the time set forth in Sprint
         PCS' notice to Manager (which time will not be less than 10 Business Days)
         that Manager does not intend to use the Vendor Software through the
         agreement between Sprint PCS and the vendor. If Manager does not give this
         final notice to Sprint PCS, Manager is deemed to agree to be a user of the
         Vendor Software through the agreement between Sprint PCS and the vendor and
         will pay the Allocable Software Fee (as defined below). Within 15 Business
         Days after execution of an agreement between Sprint PCS and the vendor,
         Sprint PCS will provide to Manager a forecast of Manager's Allocable
         Software Fee, the estimated payment due dates relating to the Allocable
         Software Fee, and the proportion of Manager's Allocable Software Fee
         forecast to be due on each payment due date.

              Sprint PCS does not have to obtain a license for Vendor Software for
         Manager, even if Manager requests Sprint PCS to obtain such license, if at
         any time before execution of the agreements granting the license Sprint PCS
         reasonably believes that Manager is more likely than not to unreasonably
         refuse to pay the Allocable Software Fee or Sprint PCS reasonably believes
         that the Manager is in such financial condition that Manager is more likely
         than not to be unable to pay the Allocable Software Fee.

              If Manager accepts the Vendor Software, Sprint will give Manager,
         Manager's proportional share of (i) any cash benefits relating specifically
         to the Vendor Software that Sprint PCS obtains from the vendor, and (ii) to
         the extent reasonably able to be made available to Manager, other benefits,
         including training, relating specifically to the Vendor Software.

              (e) Sprint PCS will pay all Software Fees relating to the Vendor
         Software to the vendor if Sprint PCS obtains a license from the vendor that
         provides Manager the right to use the Vendor Software and Manager agrees to
         pay any applicable Allocable Software Fee in accordance with this section
         1.3.4(e). Manager will be deemed to agree to pay any applicable Allocable
         Software Fee if both:

                                           5

                   (i) Manager has not taken the action described in paragraph (d)
              above to decline obtaining the right to use the Vendor Software
              through the agreement between Sprint PCS and the vendor, and

                   (ii) Sprint PCS obtains a license providing for the right of
              Manager to use the Vendor Software.

              Manager will pay Sprint PCS the Allocable Software Fee within 30 days
         after receipt of an invoice. Sprint PCS will invoice Manager only after
         Sprint PCS pays the underlying Software Fee to the vendor. The Allocable
         Software Fee will not include any amount for Software that is the same as
         or functionally equivalent to any Software (y) that is a component of any
         service for which a fee is charged under the Services Agreement or (z) for
         which Sprint PCS otherwise charges Manager under this agreement.

              Sprint PCS will calculate the "ALLOCABLE SOFTWARE FEE" as follows:

                   For each vendor, multiply:

                        (i) the Total Software Cost of the Software Fees
                   attributable to the Vendor Software for which Sprint PCS has
                   obtained for itself, Manager and Other Managers a license or
                   other right to use, by

                        (ii) the quotient of:

                             (A) the number of Customers and Reseller Customers with
                        an NPA-NXX assigned to the Service Area that are assigned to
                        a system using the Vendor Software, as reported in the most
                        recent monthly report that Sprint PCS issues before the date
                        that Sprint PCS prepares an Allocable Software Fee invoice,
                        divided by:

                             (B) the number of Customers and Reseller Customers that
                        are assigned to all systems using the Vendor Software, as
                        reported in the most recent monthly report that Sprint PCS
                        issues before the date that Sprint PCS prepares an Allocable
                        Software Fee invoice.

              (f) Sprint PCS will include with the invoice for the Allocable
         Software Fee a list of the component charges, if available from the Vendor.
         The Software Fees that Sprint PCS pays to the vendor will reflect rates no
         greater than commercial rates negotiated at arms' length. For purposes of
         clarification, the parties acknowledge the vendor may insist on a
         comprehensive fee without listing

                                           6

         each component, but rather asserting that the fee covers all software
         necessary to operate the equipment. But Sprint PCS will provide to Manager
         a description of all the features and functionality in reasonable detail
         for all Software for which Manager is to pay an Allocable Software Fee.

              (g) Manager will not be charged the Allocable Software Fee for the
         Vendor Software after Manager:

                   (i) notifies Sprint PCS in writing within the periods allowed in
              section 1.3.4(d) that Manager declines to have Sprint PCS obtain a
              right for Manager to use the Vendor Software or that it does not
              intend to use the Vendor Software,

                   (ii) obtains its own license providing for Manager's right to use
              the Vendor Software, and

                   (iii) complies with the requirements of section 1.3.4(h).

              (h) Manager will obtain its own license providing for Manager's right
         to use the Vendor Software from the vendor if Manager elects not to have
         Sprint PCS attempt to obtain a right for Manager to use the Vendor Software
         under section 1.3.4(d). Manager will notify Sprint PCS in writing and
         deliver to Sprint PCS within 10 Business Days after Manager's execution of
         Manager's separate license, a signed document from the vendor confirming
         that:

                   (i) the vendor has provided Manager a separate license for the
              necessary software and the term of that license, which term with
              appropriate renewal rights, must be at least as long as the license
              Sprint PCS has from the vendor,

                   (ii) the fees paid by Manager to the vendor reflect commercial
              rates negotiated at arms' length,

                   (iii) the Vendor Software covered by Manager's license provides
              the usage and functionality necessary for Manager to operate the
              Service Area Network in compliance with the Sprint PCS Technical
              Program Requirements, and

                   (iv) the Vendor Software may be tested in Sprint PCS test beds by
              Sprint PCS and will be pushed to the Service Area Network by Sprint
              PCS, not the vendor or Manager, unless Sprint PCS otherwise consents
              in advance in writing. Sprint PCS agrees to test the Vendor Software

                                           7

              in Sprint PCS test beds within a reasonable period after Manager
              reasonably requests in writing.

         2. INTERCONNECTION [ADDM XI,SS.2]. Section 1.4 is amended and restated in
    its entirety to read as follows:

              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 that applicable laws, tariffs
         and agreements permit, Sprint PCS will use commercially reasonable efforts
         to arrange for the interconnection under its agreements with the carrier
         within a commercially reasonable period. Sprint PCS will bill the
         interconnection fees to Manager at actual cost.

         3. FORECASTING [ADDM XI,SS.3]. Section 1.6 is amended and restated in its
    entirety to read as follows:

              1.6 FORECASTING. Manager and Sprint PCS will work cooperatively to
         generate mutually acceptable forecasts of important business metrics that
         they agree upon. The forecasts are for planning purposes only and do not
         constitute either party's obligation to meet the quantities forecast.

         4. FINANCING PLAN [ADDM I,SS.5 AND ADDM XI,SS.4; REVISED BY THIS ADDENDUM].

              (a) Section 1.7 is amended to read as follows:

              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 and 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.

              (b) Section 5(b) of Addendum I is deleted.

              (c) Exhibit 1.7 attached to Addendum XI replaces Exhibit 1.7 attached
         to Addendum VII.

         5. INFORMATION [ADDM XI,SS.5]. A new section 1.9 is added to the Management
    Agreement.

                                           8

              1.9 ACCESS TO INFORMATION.

                   1.9.1 NETWORK OPERATIONS.Manager and Sprint PCS will have access
              to, and may monitor, record or otherwise receive, information
              processed through equipment, including switches, packet data switching
              nodes and cell site equipment, that relates to the provision of Sprint
              PCS Products and Services or to the provision of telecommunications
              services to Reseller Customers in the Service Area Network, if the
              access, monitoring, recording or receipt of the information is
              accomplished in a manner that:

                        (i) Does not unreasonably impede Manager or Sprint PCS from
                   accessing, monitoring, recording or receiving the information,

                        (ii) Does not unreasonably encumber Manager's or Sprint PCS'
                   operations (including, without limitation, Sprint PCS' real-time
                   monitoring of the Sprint PCS Network status, including the
                   Service Area Network),

                        (iii) Does not unreasonably threaten the security of the
                   Sprint PCS Network,

                        (iv) Does not violate any law regarding the information,

                        (v) Complies with technical requirements applicable to the
                   Service Area Network,

                        (vi) Does not adversely affect any warranty benefiting
                   Manager or Sprint PCS (e.g., software warranties), and

                        (vii) With respect to the information processed through
                   Manager's equipment, including its switches, does not result in a
                   material breach of any agreement regarding the information (e.g.,
                   national security agreements).

              Sprint PCS and Manager will immediately notify the other party and
         reasonably cooperate to establish new procedures for allowing both Manager
         and Sprint PCS to access, monitor, record and receive the information in a
         manner that meets the criteria in clauses (i) through (vii) above if either
         Manager or Sprint PCS reasonably determines that the other party is
         accessing, monitoring, recording or receiving the information described in
         this section 1.9.1 in a manner that does not meet the criteria in clauses
         (i) through (vii) above.

                                           9

              Manager owns the information regarding the performance of its
         equipment. Each of Manager and Sprint PCS may use the information obtained
         under this section 1.9.1 for any reasonable internal business purpose,
         during the term of and after termination of this agreement, the Services
         Agreement and the Trademark License Agreements, so long as the use would be
         in accordance with those agreements if those agreements were still in
         effect.

              1.9.2 CUSTOMER INFORMATION. Manager is entitled to receive information
         Sprint PCS accesses, monitors, records or receives concerning the Service
         Area Network or the Customers with NPA-NXXs assigned to Manager's Service
         Area, subject to the terms of this section 1.9.2 and section 1.9.3 and
         Manager's compliance with CPNI requirements and any other legal
         requirements applicable to the information.

              Sprint PCS will provide the information in the format that Manager
         requests at no additional charge to Manager if Sprint PCS accesses,
         monitors, records, receives or reports for its own use the information
         specific to Manager that Manager requests in the same format as Manager
         requests. Sprint PCS will use commercially reasonable efforts to provide
         the information within 5 Business Days.

              Sprint PCS will provide the information in the format that Manager
         requests if Sprint PCS accesses, monitors, records, receives or reports for
         its own use the information that Manager requests, but not in the same
         format that Manager requests, if Manager agrees to pay or reimburse Sprint
         PCS for the costs Sprint PCS reasonably incurs. Sprint PCS will use
         commercially reasonable efforts to provide the requested information within
         15 Business Days.

              If Sprint PCS accesses, monitors, records or receives the information
         requested by Manager, but not in the same format that Manager requests,
         then Sprint PCS will provide the requested information as raw data, if:

                   (i) Sprint PCS chooses not to provide the information as
              described in the preceding paragraph, and

                   (ii) Manager agrees to pay or reimburse Sprint PCS for the costs
              Sprint PCS reasonably incurs.

              Sprint PCS will use commercially reasonable efforts to provide the raw
         data within 15 Business Days.

              Sprint PCS owns the information regarding the Customers. Each of
         Manager and Sprint PCS may use the information obtained under

                                           10

         this section 1.9.2 during the term of and after termination of this
         agreement, the Services Agreement and the Trademark License Agreements so
         long as the use would be in accordance with those agreements if those
         agreements were still in effect.

              1.9.3 LIMITATIONS AND OBLIGATIONS. Sprint PCS does not have to provide
         any information that Manager reasonably requests under this agreement or
         the Services Agreement that:

                   (i) Manager can obtain itself in accordance with section 1.9.1
              (if Sprint PCS has provided Manager with any necessary specifications
              requested by Manager as to how to obtain the information), unless
              Sprint PCS already has the information in its possession and has not
              previously delivered it to Manager,

                   (ii) Sprint PCS no longer maintains,

                   (iii) Manager has already received from Sprint PCS or its Related
              Parties,

                   (iv) Sprint PCS does not access, monitor, record, receive or
              report, or

                   (v) Sprint PCS must make system modifications to provide the raw
              data, including without limitation modifying or adding data fields or
              modifying code.

              Sprint PCS will provide Manager a copy of the then-current Sprint PCS
         document retention policy from time to time upon reasonable request.

              1.9.4 CONTRACTS. Sprint PCS will disclose to Manager the relevant
         terms and conditions of any agreement between Sprint PCS and any third
         party:

                   (i) with which Manager must comply, directly or indirectly, under
              the Management Agreement, the Services Agreement or any Program
              Requirement,

                   (ii) from which Manager is entitled to any benefit, or

                   (iii) that relate to any pass-through amounts that Sprint PCS
              charges Manager under this agreement or Settled-Separately Manager
              Expenses under the Services Agreement.

                                           11

         In each case Sprint PCS' disclosure will be in sufficient detail to enable
         Manager to determine the obligations or benefits with which Manager must
         comply or benefit or the charges or expenses to be paid by Manager. Sprint
         PCS may provide to Manager copies of the agreements or the relevant terms
         and conditions of such agreements in electronic format upon notice to
         Manager, including by posting the copies or relevant terms and conditions
         to a secure website to which Manager has access. Once each calendar year
         and from time to time when a change is effected to any relevant term or
         condition, Manager may request copies of the agreements that are not posted
         to the secure website or whose relevant terms and conditions are not posted
         to the secure website.

         Sprint PCS will provide a copy of the agreement to Manager to the extent
         permissible by the terms of the agreement. Sprint PCS will allow Manager or
         its representatives to review a copy of the agreement to the extent
         permissible by the agreement if the agreement prohibits Sprint PCS from
         providing Manager a copy. Sprint PCS will satisfy the requirements of this
         section 1.9.4 if it chooses to provide a copy of the agreement in
         electronic form on a server that Sprint PCS designates. Sprint PCS will use
         commercially reasonable efforts to obtain the right from the third party,
         if required, to provide a complete copy to Manager of any agreement between
         Sprint PCS and any third party of the type described in this section 1.9.4.

         6. MOST FAVORED NATION [ADDM XI,SS.6; REVISED BY THIS ADDENDUM]. A new
    section 1.10 is added to the Management Agreement:

              1.10 SUBSEQUENT AMENDMENTS TO OTHER MANAGERS' MANAGEMENT AGREEMENTS
         AND SERVICES AGREEMENTS. Manager has the right to amend the terms in its
         Management Agreement and Services Agreement as described in this section
         1.10 if during the period beginning on the date of this Addendum and ending
         December 31, 2006, any of the terms of a 3M-pops Manager's Management
         Agreement or Services Agreement are amended in any manner for any reason to
         be more favorable to the 3M-pops Manager than the terms of Manager's
         Management Agreement or Services Agreement are to Manager, subject to the
         following:

                   (a) All of the Alamosa Managers must elect to accept all, but not
              less than all, of the terms of the 3M-pops Manager's Management
              Agreement and Services Agreement agreed to since the Effective Date
              (including accepting existing terms that relate to the changes or
              terms that were previously changed and not previously accepted by
              Manager but that remain a part of the latest version of the 3M-pops
              Manager's agreement) (collectively, but excluding the changes
              described in paragraphs (b) and (c) below, the "OVERALL CHANGES"),

                                           12

                   (b) Manager will not be required to accept any changes involving
              payment of specific disputed amounts arising under the Management
              Agreement or Services Agreement of the 3M-pops Manager, and

                   (c) No amendments in Manager's Management Agreement and Services
              Agreement will be made to reflect changes made in a 3M-pops Manager's
              Management Agreement and Services Agreement if such changes are:

                        (i) made solely because the 3M-pops Manager owns spectrum on
                   which all or a portion of its network operates, unless the
                   3M-pops Manager acquired this spectrum from Sprint PCS or its
                   Related Parties after the Effective Date, or

                        (ii) compelled by a law, rule or regulation that applies to
                   the 3M-pops Manager, but not to Manager, or

                        (iii) made solely to modify the build-out plan.

              Sprint PCS will prepare and deliver to Manager either an addendum
         containing the Overall Changes that have been made to the 3M-pops Manager's
         agreements in all of its addenda or copies of the 3M-pops Manager's amended
         and restated Management Agreement, Services Agreement and Trademark License
         Agreements (in each case redacted to protect the identity of the 3M-pops
         Manager) within 10 Business Days after the later of the effective date
         expressly stated in the addendum or other instrument containing these
         changes and the date of the addendum or other instrument. Manager then has
         30 days to notify Sprint PCS that Manager wants the Overall Changes.

              If Manager does not notify Sprint PCS in this 30-day period in writing
         that it wants the Overall Changes, no changes will be made in the
         agreements between Manager and Sprint PCS and Manager will be deemed to
         have waived its rights under this section 1.10 with respect to the Overall
         Changes.

              If Manager notifies Sprint PCS within the 30-day time period in
         writing that it wants the Overall Changes, Sprint PCS will prepare, execute
         and deliver to Manager an addendum reflecting the Overall Changes. The new
         addendum will have the same effective date as the addendum or the restated
         Management Agreement, Services Agreement and Trademark License Agreements
         between Sprint PCS and the 3M-pops Manager that gave rise to the new
         addendum. For purposes of clarification, if the addendum or other
         instrument between Sprint PCS and

                                           13

         the 3M-pops Manager provides or defines a specific date that is the
         effective date of that addendum or other instrument then the effective date
         of the new addendum will be the same as that specific date. Manager will
         have 15 days to review the new addendum and notify Sprint PCS if Manager
         determines any inaccuracies are reflected in the new addendum. Sprint will
         correct those inaccuracies and provide a corrected new addendum to Manager
         within 10 Business Days after Manager's notification.

              No changes will be made in the agreements between Manager and Sprint
         PCS if all the Alamosa Managers do not execute and return their respective
         signed addenda within 30 days after receipt of the signed addenda (or the
         corrected signed addenda, if applicable, pursuant to the previous
         paragraph), in which case Manager will be deemed to have waived its rights
         under this section 1.10 with respect to the Overall Changes contained in
         the addendum presented.

              If Manager and Sprint PCS disagree as to whether the terms of the
         signed addendum accurately reflect the Overall Changes, then the parties
         will submit to binding arbitration in accordance with section 14.2,
         excluding the escalation process set forth in section 14.1. If the arbiter
         rules in favor of Manager, then Sprint PCS will make changes to the signed
         addendum that are necessary to reflect the arbiter's ruling and submit the
         revised signed addendum to Manager within 10 days after receipt of the
         arbiter's ruling. If the arbiter rules in favor of Sprint PCS, then Manager
         will execute the signed addendum as proffered to Manager within 10 days
         after Manager's receipt of the arbiter's ruling.

              The parties acknowledge that Sprint PCS can disclose to Manager who
         the 3M-pops Manager is that gave rise to the proposed addendum only if the
         3M-pops Manager agrees to the disclosure.

         7. MODIFICATION OF BUILD-OUT PLAN [ADDM IX, SS.2]. Exhibit 2.1 Build-Out
    Plan Table and the Build-Out Plan Map are replaced by the Exhibit 2.1 Build-Out
    Plan Table and Build-Out Plan Map attached to Addendum IX.

         8. CONTINGENT COVERAGE AREA [ADDM VIII,SS.2 AND ADDM XI,SS.8]. Section 2.1
    is supplemented with the following language:

              2.1.1 DESCRIPTION OF CONTINGENT COVERAGE AREA. Manager is not required
         to build out the following partial BTA:

                   (a) within the Las Vegas, Nevada BTA, along U.S. Highway 93 from
              the Dolan Springs County Highway 25 interchange northwest to meet
              Sprint PCS coverage of Boulder City, Nevada (the "HOOVER DAM
              CONTINGENT COVERAGE AREA");

                                           14

                   (b) within the Las Vegas, Nevada BTA, along U.S. Highway 95 from
              the Parker Dam south to the Phoenix, Arizona BTA border (the "PARKER
              DAM CONTINGENT COVERAGE AREA"); and

                   (c) within the San Diego, California BTA, along I-8 west from the
              El Centro-Calexico BTA border to Sprint PCS San Diego coverage (the
              "SAN DIEGO COUNTY CONTINGENT COVERAGE AREA").

              2.1.2 BUILD-OUT AND OPERATIONAL AND NETWORK READINESS.

                   (a) If Sprint PCS sends notice to Manager of a commitment to
              build out along US Highway 93 in the Las Vegas, Nevada BTA to Hoover
              Dam, Manager will have fourteen (14) months from the date Manager
              receives the notice to build out and achieve "Operational and Network
              Readiness," as defined below, for the Hoover Dam Contingent Coverage
              Area.

                   (b) If Sprint PCS sends notice to Manager of a commitment to
              build out along US Highway 95 in the Phoenix, Arizona BTA to Parker
              Dam at the Las Vegas, Nevada BTA border, Manager will have fourteen
              (14) months from the date Manager receives the notice to build out and
              achieve Operational and Network Readiness for the Parker Dam
              Contingent Coverage Area.

                   (c) If Sprint PCS sends notice to Manager of a commitment to
              build out along I-8 in the San Diego, California BTA, Manager will
              have fourteen (14) months from the date Manager receives the notice to
              build out and achieve Operational and Network Readiness for the San
              Diego County Contingent Coverage Area.

         "OPERATIONAL AND NETWORK READINESS" and "OPERATIONAL AND NETWORK READY"
         mean that Manager has (i) met all Program Requirements (which includes, but
         is not limited to, completion of test plans, coverage definition,
         assessment of site readiness, network optimization and operational and
         systems readiness) and (ii) received Sprint PCS' approval to launch each of
         the cell sites within either the Hoover Dam Contingent Coverage Area, the
         Parker Dam Contingent Coverage Area or the San Diego County Contingent
         Coverage Area, as applicable.

         9. EXCLUSIVITY OF SERVICE AREA [ADDM VI,SS.6]. In section 2.3 and the
    Schedule of Definitions, the phrase "wireless mobility communications network"
    is replaced by the phrase "Wireless Mobility Communications Network".

                                           15

         10. COVERAGE ENHANCEMENT [ADDM I,SS.1 AND ADDM XI,SS.10]. Section 2.5 is
    replaced by the following language:

              2.5 MANAGER'S RIGHT OF FIRST REFUSAL FOR NEW COVERAGE BUILD-OUT.
         Sprint PCS grants to Manager the right of first refusal to build-out New
         Coverage. Sprint PCS will give to Manager a written notice of a New
         Coverage 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 Coverage.

              If Manager decides to build-out the New Coverage 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 coverage in
         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 network in the New Coverage
         in accordance with the terms of this agreement.

              If Manager (i) does not communicate to Sprint PCS within such 90-day
         period that it will build out the New Coverage, (ii) fails to agree with
         Sprint PCS upon the amended Build-Out Plan, or (iii) fails to build-out the
         New Coverage in accordance with the amended Build-Out Plan, then Sprint PCS
         shall be entitled to (A) build-out the New Coverage itself or allow a
         Sprint PCS Related Party to do so, or (B) offer third parties (including
         Other Managers) the right to build-out the New Coverage on terms and
         conditions that are no more favorable than those that were offered to and
         rejected by Manager. If (x) neither Sprint PCS, a Sprint PCS Related Party,
         nor any third party (with respect to such third party, on terms and
         conditions that are no more favorable than those that were offered to and
         rejected by Manager) commits to build-out such New Coverage within 150 days
         of the original communication to Manager with respect thereto, or (y) more
         favorable terms and conditions than those that were offered to and rejected
         by Manager are offered to any third party to build-out the New Coverage,
         then any build-out of such New Coverage shall again be subject to Manager's
         right of first refusal (and, if applicable, on such more favorable terms
         and conditions).

              Sprint PCS has the right, in a New Coverage 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 a manager to operate the
         network in the New Coverage. Any New Coverage that Sprint PCS or a third
         party builds out is deemed removed from the Service Area and the

                                           16

         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 Coverage, Manager's right of first refusal does not terminate with
         respect to the remainder of the Service Area.

         11. MICROWAVE RELOCATION [ADDM IX,SS.5]. Section 2.7 is supplemented with
    the following language:

              If Manager chooses to offer Sprint PCS Services on the New Spectrum,
         as provided in section 3 of Addendum IX, Sprint PCS will be responsible for
         clearing interfering microwave sources in the New Spectrum, and upon such
         clearing, Manager will reimburse Sprint PCS for any costs incurred by
         Sprint PCS as a result of such clearing, including all cost-sharing
         obligations Sprint PCS has incurred, and Manager will be entitled to
         credits for any cost-sharing reimbursements Sprint PCS may receive that are
         associated with any future links cleared in the New Spectrum.

         12. LONG-DISTANCE PRICING [ADDM XI,SS.12]. Section 6 of Addendum I is
    deleted. Additionally, section 3.4 of the Management Agreement is amended and
    restated in its entirety to read as follows:

              3.4 IXC SERVICES.

              3.4.1. CUSTOMER LONG DISTANCE. Sprint PCS and Manager will from time
         to time mutually define local calling areas in the Service Areas of Manager
         that Sprint PCS and Manager will use to determine when a customer will be
         billed for a "long distance call" under the applicable rate plan of the
         Customer. The parties acknowledge that these local calling areas (i) may
         change in geographic scope in response to competitive pressures or
         perceived market opportunities, and (ii) may not be able to be changed
         because of regulatory, industry, or system limitations. The parties will
         not use local calling areas to determine "long distance telephony services"
         under section 3.4.2. 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.

              3.4.2. LONG DISTANCE SERVICES

              (a) Required purchase. Manager must obtain (i) long-distance telephony
         services through Sprint PCS or its Related Parties to provide long-distance
         service to users of the Sprint PCS Network and (ii) telephony services
         through Sprint PCS or its Related Parties to connect the Service Area
         Network with the national platforms that Sprint PCS uses to provide
         services to Manager under this agreement or the Services Agreement. The
         term "long distance telephony service" means any inter-

                                           17

         LATA call for purposes of this section 3.4.2 as it relates to long-distance
         telephony services provided to users of the Sprint PCS Network.

              (b) Pricing and procedure. Sprint PCS will purchase for Sprint PCS,
         Manager and Other Managers long-distance telephony services used in the
         Sprint PCS Network from Sprint Communications Company L.P. or its Related
         Parties ("SCCLP"). Sprint PCS will purchase these long-distance telephony
         services at a price and terms at least as favorable to Sprint PCS, Manager
         and the Other Managers (considering Sprint PCS, Manager and the Other
         Managers as a single purchaser) as the best prices and terms SCCLP offers
         to any wholesale customer of SCCLP in similar situations when taking into
         account all relevant factors (e.g., volume, peak/off-peak usage, length of
         commitment). Sprint PCS will pay the invoice from SCCLP, except for items
         that SCCLP directly bills under section 3.4.2(c). Sprint PCS will bill to
         Manager as an activity settled separately under the Services Agreement the
         portion of the fees billed to Sprint PCS that relate to Manager's
         operations and the activity of all Customers and Reseller Customers in the
         Service Area, except for items SCCLP directly bills under section 3.4.2(c).

              If Sprint Corporation no longer has its "PCS" tracking stock, Sprint
         PCS will include the volume of long-distance telephony services of Manager
         and Other Managers with the volume of Sprint PCS when negotiating the
         Sprint PCS rate with the long distance division of Sprint Corporation
         (currently SCCLP). The long distance division will continue to provide
         long-distance telephony services to Sprint PCS for a price and upon terms
         based on the same relevant factors described in the preceding paragraph and
         in the same manner that it has under the present tracking stock policy.

              (c) Call routing. Manager, acting as a single purchaser, may purchase
         private line capacity (or other forms of capacity) from SCCLP for
         inter-LATA calls to the extent that this capacity can be obtained on terms
         more favorable to Manager (acting as a single purchaser). SCCLP will sell
         that capacity to Manager at the best price that SCCLP offers to third
         parties in similar situations when taking into account all relevant
         factors. SCCLP will directly bill Manager for any purchase of capacity
         under this section 3.4.2(c). The terms of section 1.3 do not apply to
         purchases of capacity in this section 3.4.2(c).

              (d) Pre-existing agreement. If before the date Addendum X to this
         agreement is signed, Manager is bound by an agreement for long distance
         services or an agreement for private line service and the agreement was not
         made in anticipation of this agreement or Addendum X, then the requirements
         of this section 3.4.2 do not apply during the term of the other agreement.
         If the other agreement terminates for any reason,

                                           18

         then the requirements of this section 3.4.2 do apply from and after the
         termination.

              (e) Resale. Manager may not resell the long-distance telephony
         services acquired under this section 3.4.2. For purposes of clarification,
         resale under this section 3.4.2(e) includes Manager selling minutes to
         carriers for ultimate resale to end users under a brand other than "Sprint"
         or selling minutes to end users under a brand other than "Sprint". Manager
         may engage in the following activities (i.e., these activities are not
         treated as resale of long-distance telephony services):

                   (1) the transport of long-distance calls for Customers under
              section 3.4.2(a),

                   (2) the transport of long-distance calls for resellers under
              section 3.5, and

                   (3) the transport of long-distance calls for roaming under
              section 4.3.

         13. VOLUNTARY RESALE OF PRODUCTS AND SERVICES [NEW]. Section 4 of Addendum
    I is deleted. Schedule 1 attached to this Addendum replaces and supersedes the
    heading, preamble, general terms and all attachments to the Program Requirement
    3.5.2 dated August 13, 2002, which is labeled "Exhibit 3.5.2 Program Requirement
    for Voluntary Resale of Products and Services By Voluntary Resellers Under the
    Private Label Solutions Program". Program Requirement 3.5.2 - VMU which is
    labeled "Exhibit 3.5.2 - VMU Program Requirements for Voluntary Resale of
    Products and Services by Virgin Mobile USA, LLC (version 7/07/02)" continues in
    effect, as amended from time to time, except its label is amended to read
    "Program Requirement 3.5.2 - VMU Program Requirements for Resale of Products and
    Services By Virgin Mobile USA, LLC (version 7/07/02)".

         Section 3.5.2 to the Management Agreement is amended and restated in its
    entirety to read as follows:

              3.5.2 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 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. Other
         terms of the resale program are governed by Program Requirement 3.5.2.

              Manager will continue to participate in any resale arrangements that,
         before April 1, 2004, Manager had opted into under the Program Requirement

                                           19

         3.5.2, effective as of January 1, 2004, and before the amendment to the
         Program Requirement 3.5.2 by this Addendum, except that those resale
         arrangements will be governed by Program Requirement 3.5.2 as amended by
         this Addendum. Compensation for Manager's participation in these resale
         arrangements will be paid to Manager in accordance with section
         10.4.1.1(a)(i) of this agreement, unless compensation was otherwise
         negotiated between Manager and Sprint PCS (e.g., Virgin Mobile USA).

              Manager will participate in all resale arrangements entered into,
         renewed or extended during the Required Resale Participation Period
         (regardless of whether Manager was participating in the resale arrangement
         on or before April 1, 2004) in all cases with compensation being paid to
         Manager as set forth in section 10.4.1.1(a)(ii) or (iii), whichever is
         applicable. Additionally, Manager will continue to support resale
         arrangements entered into, renewed or extended during the Required Resale
         Participation Period to the end of their respective terms. Sprint PCS
         agrees that the compensation, payment and other terms and conditions under
         each resale arrangement entered into, renewed or extended during the
         Required Resale Participation Period will be the same as the compensation,
         payment and other terms and conditions applicable to Sprint PCS and each
         Other Manager with respect to such reseller.

              The resale arrangement between Sprint PCS and Virgin Mobile USA will
         be treated as a new resale arrangement and subject to the compensation set
         forth in section 10.4.1.1(a)(ii) or (iii), whichever is applicable, if
         continued after the expiration of the initial term of the arrangement.

              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.

         14. INTRA-LATA CALLS AND BACKHAUL SERVICES [ADDM XI,SS.14]. Section 3.7 is
    amended and restated in its entirety to read as follows:

              3.7 INTRA-LATA CALLS AND BACKHAUL SERVICES. Manager, acting as a
         single purchaser, may purchase capacity (including private line capacity)
         from SCCLP for intra-LATA calls and backhaul services. SCCLP will sell that
         capacity to Manager at the best price that SCCLP offers to third parties in
         similar situations when taking into account all relevant factors.

              Manager will offer to Sprint PCS or one of its Related Parties the
         right to make to Manager the last offer to provide capacity for intra-LATA
         calls and backhaul services for the Service Area Network if:

                   (i) Manager decides to use third parties for intra-LATA calls and
              backhaul services rather than

                                           20

              self-provisioning the capacity or purchasing the capacity from Related
              Parties of Manager, and

                   (ii) Sprint PCS or one of its Related Parties has provided
              evidence to Manager that SCCLP or one of its Related Parties has
              facilities to provide the capacity requested.

                   Manager will deliver to Sprint PCS the terms under which the
              third party will provide the capacity. Sprint PCS or one of its
              Related Parties will have a reasonable time to respond to Manager's
              request for last offer to provide pricing for capacity for intra-LATA
              calls and backhaul, which will be no greater than 5 Business Days
              after receipt of the request for the pricing and the third party's
              terms from Manager. Manager will acquire capacity for intra-LATA calls
              and backhaul services from Sprint PCS or one of its Related Parties if
              Sprint PCS or one of its Related Parties offers Manager pricing and
              other terms for intra-LATA calls and backhaul services for the Service
              Area Network that matches the terms, including pricing, or is better
              than the terms and lower than the pricing offered by the third party.
              For purposes of this section 3.7, the term "backhaul" means the
              provision of services from a cell site of Manager to the corresponding
              switch associated with the cell site.

                   If Manager has an agreement for these services in effect as of
              the date Addendum X is signed and the agreement was not made in
              anticipation of this agreement or Addendum X, then the requirements of
              this section 3.7 do not apply during the term of the other agreement.
              If the other agreement terminates for any reason, then the
              requirements of this section 3.7 do apply from and after the
              termination.

         15. SPRINT PCS ROAMING AND INTER SERVICE AREA PROGRAM REQUIREMENTS [ADDM
    XI,SS.15]. The second paragraph of section 4.3 is amended to read as follows:

              Section 10.4.1 sets forth the settlement process that distributes
         between the members making up the Sprint PCS Network (i.e., Sprint PCS,
         Manager and all Other Managers) a fee for use of the Sprint PCS Network and
         the Service Area Network (the "INTER SERVICE AREA FEE").

         16. CHANGES TO PROGRAM REQUIREMENTS [ADDM XI, SS.16].

              (a) The first sentence of section 9.2(e) is amended to read as
         follows:

                   Manager must implement any changes in the Program Requirements
              within a commercially reasonable period of time unless otherwise
              consented to by Sprint PCS, subject to the terms of section 9.3.

              (b) Section 9.3 is amended to read as follows:

                                           21

              9.3 MANAGER'S RIGHTS REGARDING CHANGES TO PROGRAM REQUIREMENTS.

              9.3.1 PARAMETERS FOR REQUIRED PROGRAM REQUIREMENT IMPLEMENTATION.
         Manager has the right to decline to implement any new Program Requirement
         or any change to any existing Program Requirement (a "PROGRAM REQUIREMENT
         CHANGE") if Manager determines that any such Program Requirement Change,
         other than a change involving Sprint PCS National or Regional Distribution
         Program Requirements, will have an adverse impact on Manager that meets or
         exceeds the parameters set forth below in subparagraphs (a) through (d).
         For purposes of this section 9.3 a Program Requirement Change will include
         any change in any "guidelines," "policies," "standards" or "specifications"
         proposed by Sprint PCS under this agreement, the Services Agreement or
         either of the Trademark License Agreements, and the exercise by Sprint PCS
         of any unilateral right under those agreements, except changes to the
         Trademark Usage Guidelines, the Marketing Communications Guidelines, or the
         definition of Sprint PCS Products and Services (other than the pricing of
         those products and services, i.e. pricing is a Program Requirement Change).
         If Manager determines to decline to implement any Program Requirement
         Change, other than a change involving a national distribution program, then
         Manager must, within 10 days after Sprint PCS provides Manager with notice
         of the Program Requirement Change, give Sprint PCS (i) a written assessment
         of the impact of the Program Requirement Change on Manager using the
         parameters set forth in subparagraphs (a) through (d) below, and (ii)
         written notice that Manager declines to implement the Program Requirement
         Change. Manager may, without being deemed in default of this agreement,
         decline to implement any Program Requirement Change that will:

              (a) individually cause the combined peak negative cash flow of the
         Alamosa Managers to be an amount greater than 3% of Alamosa Holdings,
         Inc.'s Enterprise Value; or

              (b) when combined with the original assessments made in accordance
         with section 9.3.1(a) of all other Program Requirement Changes that Sprint
         PCS announced and the Alamosa Managers agreed to implement, both within the
         preceding 12 calendar months, cause the combined cumulative peak negative
         cash flow of the Alamosa Managers to be an amount greater than 5% of
         Alamosa Holdings, Inc.'s Enterprise Value; or

              (c) individually cause a decrease in the forecasted 5-year discounted
         cash flow of the Alamosa Managers (at the Alamosa Managers'

                                           22

         appropriate discount rate) of more than 3% on a combined net present value
         basis; or

              (d) when combined with the original assessments made in accordance
         with section 9.3.1(c) of all other Program Requirement Changes that Sprint
         PCS announced and Manager agreed to implement, both within the preceding 12
         calendar months, cause a decrease in the forecasted 5-year discounted cash
         flow of the Alamosa Managers (at the Alamosa Managers' appropriate discount
         rate) of more than 5% on a combined net present value basis.

              Manager may discuss with Sprint PCS in the manner described in section
         9.7(c) any change that does not meet or exceed the parameters set forth in
         this section 9.3.1, except any change involving Sprint PCS National or
         Regional Distribution Program Requirements.

              9.3.2. DISAGREEMENT WITH ASSUMPTIONS OR METHODOLOGY. Sprint PCS must
         notify Manager of any disagreement with Manager's assumptions or
         methodology within 10 days after its receipt of Manager's assessment under
         section 9.3.1. Manager will not be required to implement the Program
         Requirement Change if Sprint PCS fails to notify Manager of any
         disagreement within such 10-day period unless Sprint PCS elects to require
         such compliance under section 9.3.3 below. Either party may escalate the
         review of the assumptions and methodology underlying the assessment to the
         parties' respective Chief Financial Officers if Sprint PCS disagrees with
         Manager's assessment and the parties are unable to agree on the assumptions
         and methodology within 20 days after Sprint PCS notifies Manager of the
         disagreement.

              The parties will mutually select an independent investment banker in
         the wireless telecommunications industry ("INVESTMENT BANKER") to determine
         whether the implementation of the Program Requirement Change will exceed
         one of the parameters if Sprint PCS and Manager are unable to agree on the
         assumptions and methodology to perform the calculations within 30 days
         after Sprint PCS notifies Manager of the disagreement. The American
         Arbitration Association will select the Investment Banker if the parties do
         not select the Investment Banker within 50 days after Sprint PCS notifies
         Manager of the disagreement. Sprint PCS and Manager will cooperate fully
         and provide all information reasonably requested by the Investment Banker;
         except that any Investment Banker selected by the American Arbitration
         Association, and its investment bank, must have no current engagement with
         either Manager or Sprint PCS and must not have been engaged by either such
         party within the 12 calendar months preceding the engagement under this
         section. A business relationship between Manager or Sprint PCS and a
         commercial bank or other organization affiliated with an investment bank

                                           23

         will not disqualify the investment bank. Sprint PCS and Manager will
         cooperate fully and provide all information reasonably requested by the
         Investment Banker. The Investment Banker will have 20 days from the date of
         engagement to make its decision.

              Manager will pay any Investment Banker's fees and implement the
         Program Requirement Change if the parties agree or the Investment Banker
         determines that implementing the Program Requirement Change will not exceed
         any of the parameters described in section 9.3.1.

              9.3.3 ONE OR MORE PARAMETERS EXCEEDED. Sprint PCS will pay the
         Investment Banker's fees if the parties agree or the Investment Banker
         determines that implementing the Program Requirement Change will exceed at
         least one of the parameters described in section 9.3.1. Sprint PCS may
         require Manager to implement the Program Requirement Change whether the
         parties agree or disagree or the Investment Banker determines that
         implementing the Program Requirement Change will exceed at least one of the
         parameters described in section 9.3.1, if Sprint PCS agrees to compensate
         Manager the amount necessary to prevent Manager from exceeding the
         parameters set forth in section 9.3.1.

              9.3.4 CHANGES WITH RESPECT TO PRICING PLANS AND ROAMING PROGRAM
         REQUIREMENTS. Manager will implement a Program Requirement Change in the
         manner requested by Sprint PCS that

                   (i) relates to a pricing plan under section 4.4 or roaming
              program and

                   (ii) Sprint PCS reasonably determines must be implemented on an
              immediate or expedited basis to respond to competitive market forces,

         notwithstanding Manager's determination that implementation of the Program
         Requirement Change will have an adverse impact on Manager that meets or
         exceeds the parameters set forth in section 9.3.1. Manager's implementation
         of the Program Requirement Change will not adversely affect Manager's right
         to object to the implementation of the Program Requirement Change. Manager
         will continue to comply with the Program Requirement Change if the parties
         agree or the Investment Banker determines that implementing the Program
         Requirement Change will not exceed any of the parameters described in
         section 9.3.1. If Sprint PCS does not successfully challenge Manager's
         assessment of the adverse impact of the Program Requirement Change on
         Manager in accordance with section 9.3.2, Sprint PCS can require Manager
         either to (i) continue to comply with the Program Requirement Change and
         compensate Manager in the amount necessary to reimburse Manager for any

                                           24

         reasonable costs, expenses or losses that Manager incurred as a result of
         its implementation of the Program Requirement Change net of any benefit
         received by Manager, to the extent the costs, expenses and losses net of
         the benefits exceed the parameters set forth in section 9.3.1 or (ii)
         terminate its continued compliance with the Program Requirement Change and
         compensate Manager in the amount necessary to reimburse Manager for any
         reasonable costs, expenses or losses that Manager incurred as a result of
         its implementation of the Program Requirement Change net of any benefit
         received by Manager. Manager cannot terminate its continued compliance if
         Sprint PCS elects to require Manager's continued compliance with the
         Program Requirement Change under section 9.3.3 above.

         (c) A new section 9.7 is added to the Management Agreement:

              9.7 MANDATORY REQUIREMENTS; UNILATERAL CHANGES.

              (a) Any "guidelines," "policies," "standards" or "specifications"
         previously issued by Sprint PCS are mandatory requirements with which
         Manager, the Other Managers and Sprint PCS must comply (subject to Sprint
         PCS' right to grant waivers as provided in Article 9 of this agreement),
         unless otherwise identified by Sprint PCS within 120 days after the date of
         Addendum X.

              (b) Any changes to or new "guidelines," "policies," "standards" or
         "specifications" proposed by Sprint PCS under this agreement, the Services
         Agreement or either of the Trademark License Agreements are mandatory
         requirements with which Manager, the Other Managers and Sprint PCS must
         comply (subject to Sprint PCS' right to grant waivers as provided in
         Article 9 of this agreement). Sprint PCS will when issuing them reference
         the applicable section of this agreement, the Services Agreement, the
         Trademark License Agreements and if applicable, the Program Requirement to
         which they relate.

              (c) Sprint PCS and Manager will in good faith attempt to mutually
         agree on how to mitigate the adverse economic impact on Manager of the
         exercise of any unilateral right of Sprint PCS under this agreement, the
         Services Agreement and either Trademark License Agreement to the extent
         Manager believes such change will have a significant adverse economic
         impact on Manager's operations, except with respect to changes involving
         Sprint PCS National or Regional Distribution Program Requirements. For
         purposes of clarification, the parties intend the preceding sentence to
         obligate them to a robust discussion and open dialogue but understand the
         discussion and dialogue may not lead to any particular solution of the
         issues raised by Manager or Sprint PCS. By way of illustration, under the
         second preceding sentence if Manager believed

                                           25

         that the exercise of the unilateral right to change the Trademark Usage
         Guidelines or the designation of Sprint PCS Products and Services had an
         adverse economic impact on Manager, then Manager and Sprint PCS will in
         good faith attempt to mutually agree on how to mitigate the adverse impact
         on Manager.

         (d) A new section 9.8 is added to the Management Agreement.

              9.8 BREACH FOR FAILURE TO IMPLEMENT PROGRAM REQUIREMENT.

              Manager will be in material breach of a material term and Sprint PCS
         may exercise its rights under section 11 if Manager declines to implement a
         Program Requirement when required to do so under this agreement.

         17. FEES [ADDM XI,SS.17; REVISED BY THIS ADDENDUM]. (a) Article 10 of the
    Management Agreement is amended and restated in its entirety to read as follows:

                                        10. FEES

              10.1 GENERAL. Sprint PCS and Manager will pay to each other the fees
         and apply the credits in the manner described in this section 10. The
         amounts that Sprint PCS is paid or retains are for all obligations of
         Manager under this agreement. Many of the definitions for the fees in
         section 10.2 are found in section 10.3.

              10.2 FEES.

                   10.2.1 FEE BASED ON BILLED REVENUE. Sprint PCS will pay to
              Manager the Fee Based on Billed Revenue as determined in this section
              10.2.1.

                   "BILLED REVENUE" is all customer account activity (e.g., all
              activity billed, attributed or otherwise reflected in the customer
              account but not including Customer Credits) during the calendar month
              for which the fees and payments are being calculated (the "BILLED
              MONTH") for Sprint PCS Products and Services related to all Customer
              accounts within a customer service area ("CSA") assigned to the
              Service Area, except (i) Outbound Roaming Fees, (ii) amounts handled
              separately in this section 10 (including the amounts in sections
              10.2.3 through 10.2.6, 10.4 and 10.8), (iii) amounts collected from
              Customers and paid to governmental or regulatory authorities (e.g.,
              Customer Taxes and USF Charges), and (iv) other amounts identified in
              this agreement as not included in Billed Revenue (these Customer
              accounts being "MANAGER ACCOUNTS").

                                           26

                   Billed Revenue does not include new activity billed to the
              Customer solely to recover costs incurred by Sprint PCS, Manager or
              both related solely to such new activity. Manager and Sprint PCS will
              share the revenues from this billing in proportion to the costs they
              incur.

                   For purposes of clarification, the parties have in place
              procedures to assign Customers to CSAs and expect those procedures to
              remain in place after the Effective Date.

                   If Sprint PCS or Manager develops products or services that
              bundle Sprint PCS Products and Services with other products or
              services (e.g., local service or broadband wireline service), then
              Sprint PCS and Manager will use commercially reasonable efforts to
              agree on the proper allocation of revenue, bad debt expenses, credits
              and promotions for the bundled products and services.

                   Sprint PCS will reasonably determine the amount of credits
              applied to Manager Accounts during the Billed Month ("CUSTOMER
              CREDITS").

                   "NET BILLED REVENUE" for a Billed Month is the amount of the
              Billed Revenue less the Customer Credits.

                   The "FEE BASED ON BILLED REVENUE" for a Billed Month is equal to
              92% of (a) Net Billed Revenue, less (b) the Allocated Write-offs for
              Net Billed Revenue.

                   10.2.2 OUTBOUND ROAMING FEE. Sprint PCS will pay to Manager a fee
              equal to the amount of Outbound Roaming Fees that Sprint PCS or its
              Related Parties bills to Manager Accounts, less the Allocated
              Write-offs for Outbound Roaming Fees. For purposes of clarification,
              Sprint PCS will settle separately with Manager 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 for Outbound Roaming.

                   10.2.3 PHASE II E911 SURCHARGES. Sprint PCS will pay to Manager a
              fee equal to a portion of the E911 Phase II Surcharges (attributable
              to incremental costs for Phase II E911, including but not limited to
              related handset costs, routing costs, implementation costs, trunks and
              testing costs, and anticipated write-offs for bad debt) billed during
              the Billed Month to Customers with an NPA-NXX assigned to the Service
              Area, less the Allocated Write-offs for that portion of E911 Phase II
              Surcharges in the Billed Month. The portion of the billed amount
              attributed to Manager will be based on Manager's proportional cost (as
              compared to Sprint PCS' proportional cost) to comply with Phase II of
              the E911 requirements. Sprint PCS will determine from time to time the
              rate

                                           27

              billed to Customers related to Phase II E911 and the portion payable
              to Manager.

                   10.2.4 WIRELESS LOCAL NUMBER PORTABILITY SURCHARGES. Sprint PCS
              will pay to Manager a fee equal to a portion of the Wireless Local
              Number Portability Surcharges ("WLNP SURCHARGES") billed during the
              Billed Month to Customers with an NPA-NXX assigned to the Service
              Area, less the Allocated Write-offs for that portion of the WLNP
              Surcharges in the Billed Month. The portion of the billed amount
              attributed to Manager will be based on Manager's proportional cost (as
              compared to Sprint PCS' proportional cost) to comply with Wireless
              Local Number Portability requirements. Sprint PCS will determine from
              time to time the rate billed to Customers related to WLNP Surcharges
              and the portion payable to Manager.

                   10.2.5 CUSTOMER EQUIPMENT CREDITS. Sprint PCS will apply as a
              credit to any other fees under this section 10.2 owing by Sprint PCS
              to Manager an amount equal to the amount of the Customer Equipment
              Credits less the Allocated Write-offs for Customer Equipment Credits.

                   10.2.6 WRITE-OFFS FOR CUSTOMER EQUIPMENT CHARGES. Sprint PCS will
              apply as a credit to any other fees under this section 10.2 owing by
              Sprint PCS to Manager an amount equal to the amount of the Allocated
              Write-offs for Customer Equipment Charges.

              10.3 DEFINITIONS USED IN FEE CALCULATIONS

                   10.3.1 WRITE-OFFS. Sprint PCS will determine the amounts written
              off net of deposits applied (the "WRITE-OFFS") in the Sprint PCS
              billing system during the Billed Month relating to Manager Accounts.

                   10.3.2 BILLED COMPONENTS. Each of the following amounts is
              referred to as a "BILLED COMPONENT" and collectively they are referred
              to as the "BILLED COMPONENTS".

                        10.3.2.1 Net Billed Revenue. The amount determined as
                   described in section 10.2.1.

                        10.3.2.2 Customer Equipment Credits. The reductions of
                   amounts billed to Manager Accounts related to the sale of
                   handsets and handset accessories from Sprint PCS inventory are
                   referred to as "CUSTOMER EQUIPMENT Credits". This is a negative
                   amount that reduces the Amount Billed (Net of Customer Credits).

                                           28

                        10.3.2.3 100% Affiliate Retained Amounts. The amounts
                   referred to as "100% Affiliate Retained Amounts" on Exhibit 10.3,
                   to which Manager is entitled to 100% of the amounts that
                   Customers are billed for such items.

                        10.3.2.4 100% Sprint PCS Retained Amounts. The amounts
                   referred to as "100% Sprint PCS Retained Amounts" on Exhibit
                   10.3, to which Sprint PCS is entitled to 100% of the amounts that
                   Customers are billed for such items.

                        10.3.2.5 Customer Equipment Charges. The amounts that Sprint
                   PCS bills to Manager Accounts for subscriber equipment and
                   accessories sold or leased are referred to as "CUSTOMER EQUIPMENT
                   CHARGES".

                        10.3.2.6 E911 Phase II Surcharges. The amounts that Sprint
                   PCS bills to Manager Accounts to recover all costs related to
                   Phase II E911 functionality are referred to as "E911 PHASE II
                   SURCHARGES".

                        10.3.2.7 USF Charges. The amounts that Sprint PCS bills to
                   Manager Accounts relating to Universal Service Funds are referred
                   to as "USF CHARGES".

                        10.3.2.8 WLNP Surcharges. The amounts that Sprint PCS bills
                   to Manager Accounts to recover costs related to WLNP activities.

                   10.3.3 AMOUNT BILLED (NET OF CUSTOMER CREDITS). The "AMOUNT
              BILLED (NET OF CUSTOMER CREDITS)" for a Billed Month is equal to the
              sum of the Billed Components.

                   10.3.4 THE ALLOCATED WRITE-OFFS. The "ALLOCATED WRITE-OFFS" for
              all or a portion of a Billed Component in a Billed Month is the
              Write-offs for the Billed Month times the amount of the Billed
              Component (or portion thereof) divided by the Amount Billed (Net of
              Customer Credits).

              10.4 OTHER FEES AND PAYMENTS. Sprint PCS and Manager will pay to each
         other the fees and payments described below:

                   10.4.1 INTER SERVICE AREA FEES AND RESELLER CUSTOMER FEES.

                        10.4.1.1 Inter Service Area Fee and Reseller Customer Fee
                   Paid. Manager will pay to Sprint PCS an Inter Service Area Fee as
                   set forth in this section 10.4.1 for each billed minute or
                   kilobyte of use that a Customer with an NPA-NXX assigned to the
                   Service

                                           29

                   Area uses a portion of the Sprint PCS Network other than the
                   Service Area Network. Sprint PCS will pay to Manager an Inter
                   Service Area Fee for each billed minute or kilobyte of use that a
                   Customer whose NPA-NXX is not assigned to the Service Area
                   Network uses the Service Area Network.

                             (a) Sprint PCS will pay to Manager the fees set forth
                        in this Section 10.4.1 for each billed minute or kilobyte of
                        use that a Reseller Customer uses the Service Area Network
                        unless otherwise negotiated (such fees are referred to in
                        this agreement as "RESELLER CUSTOMER FEES"):

                                  (i) with respect to arrangements between Sprint
                             PCS and resellers in existence as of April 1, 2004,
                             that Manager has opted into, other than Virgin Mobile
                             USA, the amount of fees set forth in subsections
                             10.4.1.2 and 10.4.1.3, and with respect to Virgin
                             Mobile USA, the amount of fees set forth in Program
                             Requirement 3.5.2 - VMU; except, that the resale
                             arrangement between Sprint PCS and Virgin Mobile USA
                             will each be treated as a new resale arrangement and
                             subject to the compensation set forth in section
                             10.4.1.1(a)(ii) or (iii), whichever is applicable, if
                             continued after the expiration of the initial term of
                             the arrangement;

                                  (ii) with respect to arrangements between Sprint
                             PCS and resellers that are entered into after April 1,
                             2004 and before January 1, 2007, or that are renewed or
                             extended during that period, the amount of fees
                             collected by Sprint PCS from the resellers as payment
                             for the Reseller Customer's use of the Service Area
                             Network; and

                                  (iii) with respect to arrangements between Sprint
                             PCS and resellers that are entered into, renewed or
                             extended during the three-year period beginning on
                             January 1, 2007, or a subsequent three-year period
                             beginning on the third anniversary of the beginning of
                             the previous three-year period, the amount of fees
                             determined as described in section 10.4.1.1(c).

                             (b) With respect to resale arrangements described in
                        section 10.4.1.1(a)(ii), Sprint PCS will give Manager
                        Manager's proportional share of (i) any cash payments, in
                        addition to the reseller rate, relating specifically to the
                        resale arrangements (other than those cash payments for
                        reimbursement of expenses incurred to implement the resale
                        arrangement), and (ii) to the extent reasonably able to be
                        made available to Manager, non-cash payments relating
                        specifically to the resale arrangements. For

                                           30

                        purposes of clarification, payments made to Sprint PCS by
                        the other party to a resale arrangement to reimburse Sprint
                        PCS for actual costs incurred to implement some aspect of
                        the resale arrangement are not cash or non-cash payments
                        subject to this section. Each resale arrangement will
                        provide that the other party to the resale arrangement will
                        reimburse Manager for Manager's actual costs incurred to
                        implement the resale arrangement if (A) Sprint PCS obtains
                        from the other party to the resale arrangement a commitment
                        for that party to reimburse Sprint PCS for Sprint PCS'
                        actual costs of implementing the resale arrangement and (B)
                        Sprint PCS reasonably expects Manager to incur actual costs
                        in implementing the resale arrangement for the reseller.

                        If the reseller is a Related Party of Sprint PCS, then
                   Sprint PCS, Manager and all Other Managers must agree on the
                   Reseller Customer Fee to be paid by Sprint PCS to Manager and all
                   Other Managers and any proportional sharing of any other cash and
                   non-cash payments. If Manager does not so agree in writing with
                   any such reseller arrangement with a Related Party of Sprint PCS,
                   then Manager will have no obligation to opt into or support such
                   reseller arrangement.

                             (c) For each three-year period described in section
                        10.4.1.1(a)(iii):

                                  (i) Sprint PCS will give Manager proposed terms,
                             fees and conditions applicable to Manager's
                             participation in resale arrangements by October 31 of
                             the calendar year before the calendar year in which the
                             then current reseller period ends (e.g., the initial
                             reseller period ends on December 31, 2006 so the amount
                             has to be presented by October 31, 2005). Manager's
                             representative and the Sprint PCS representative will
                             begin discussions regarding the proposed terms, fees
                             and conditions applicable to Manager's participation in
                             resale arrangements within 20 days after Manager
                             receives the proposed terms, fees and conditions
                             applicable to Manager's participation in resale
                             arrangements from Sprint PCS.

                                  (ii) If the parties do not agree on the new terms,
                             fees and conditions applicable to Manager's
                             participation in resale arrangements within 30 days
                             after the discussions begin, then Manager may escalate
                             the discussion to the Sprint PCS Chief Financial
                             Officer or Sprint Spectrum may escalate the discussion
                             to Manager's Chief Executive Officer or Chief Financial
                             Officer.

                                  (iii) If the parties cannot agree on the new
                             terms,

                                           31

                             fees and conditions applicable to Manager's
                             participation in resale arrangements through the
                             escalation process within 20 days after the escalation
                             process begins, then without Manager's prior written
                             consent, Manager will not be required to participate in
                             any resale arrangement that is entered into by Sprint
                             PCS, or renewed or extended, after the Required Resale
                             Participation Period. Manager will, however, continue
                             to allow resellers with executed contracts under resale
                             arrangements existing prior to or entered into, renewed
                             or extended during the Required Resale Participation
                             Period, with which Manager opted into or was required
                             to participate under this agreement, to activate
                             subscribers with an NPA-NXX assigned to Manager's
                             Service Area and support such resellers throughout the
                             then remaining term of their resale arrangement with
                             Sprint PCS, including any applicable renewal terms and
                             phase out periods. Manager will continue to receive
                             Reseller Customer Fees with respect to such resale
                             arrangements at the same rates in effect at the end of
                             the Required Resale Participation Period.

                        Sprint PCS may not amend, modify or change in any manner the
                   Inter Service Area Fees between Sprint PCS and Manager or
                   Reseller Customer Fees and other matters set forth in this
                   section 10.4.1 without Manager's prior written consent, except as
                   expressly provided in this section. For purposes of
                   clarification, the parties do not intend the above sentence to
                   limit Sprint PCS' ability to negotiate fees with resellers.

                        Sprint PCS will not be obligated to pay Manager those Inter
                   Service Area Fees not received by Sprint PCS from an Other
                   Manager who is a debtor in a bankruptcy proceeding with respect
                   to Inter Service Area Fees that Sprint PCS owes Manager because
                   of CSAs assigned to such Other Manager's Service Area traveling
                   in the Service Area. For clarification purposes, Sprint PCS does
                   not have to advance the Inter Service Area Fees for the Other
                   Manager who is involved in the bankruptcy proceeding to Manager,
                   to the extent that the Other Manager fails to pay the Inter
                   Service Area Fees. Manager bears the risk of loss of the Other
                   Manager who is involved in the bankruptcy proceeding not paying
                   the Inter Service Area Fees to Sprint PCS.

                        If relief is ordered under title 11 of the United States
                   Code for an Other Manager or an Other Manager files a voluntary
                   petition for relief under title 11 of the United States Code and
                   such Other Manager fails to pay to Sprint PCS amounts that such
                   Other Manager owes to Sprint PCS with respect to the Inter
                   Service Area Fees for travel into Manager's Service Area, Sprint
                   PCS will immediately assign to Manager all of its claims and
                   rights as a creditor of such Other Manager for those

                                           32

                   amounts owed with respect to Inter Service Area Fees for travel
                   in Manager's Service Area. Sprint PCS agrees to take all actions
                   necessary to effect this assignment of rights to Manager, and
                   further agrees that Manager will not be responsible for any
                   expenses related to such assignment. If Sprint PCS receives any
                   amounts from an Other Manager involved in a bankruptcy proceeding
                   with respect to Inter Service Area Fees for travel into the
                   Service Area, Sprint PCS will immediately remit those amounts to
                   Manager. If relief is ordered under title 11 of the United States
                   Code for Sprint PCS or Sprint PCS files a voluntary petition for
                   relief under title 11 of the United States Code, then Sprint PCS
                   will be deemed a trustee for Manager's benefit with respect to
                   any Inter Service Area Fees that Sprint PCS collects from Other
                   Managers for travel into Manager's Service Area, and Sprint PCS
                   has no rights to Manager's portion of such Inter Service Area
                   Fees.

                        Manager acknowledges that if the manner in which the CSAs
                   are assigned changes because of changes in the manner in which
                   the NPA-NXX is utilized, the manner in which the Inter Service
                   Area Fees and Reseller Customer Fees, if any, will be calculated
                   might be changed accordingly.

                        10.4.1.2 Voice and 2G Data Rate. The amount of the Inter
                   Service Area Voice and 2G Data Fee and Reseller Customer Voice
                   and 2G Data Fee for arrangements between Sprint PCS and resellers
                   inexistence as of April 1, 2004, will be as follows:

                             (a) The Inter Service Area Voice and 2G Data Fee for
                        each billed minute of use that a Customer uses an Away
                        Network and the Reseller Customer Fee for each billed minute
                        of use that a Reseller Customer uses the Service Area
                        Network, will be $0.058 from the Effective Date to December
                        31, 2006.

                             (b) For each calendar year during the Term of this
                        agreement beginning January 1, 2007, the Inter Service Area
                        Voice and 2G Data Fee for each billed minute of use that a
                        Customer uses an Away Network and the Reseller Customer Fee
                        for each billed minute of use that a Reseller Customer uses
                        the Service Area Network, will be an amount equal to 90% of
                        Sprint PCS' Retail Yield for Voice and 2G Data Usage for the
                        previous calendar year; provided that such amount for any
                        period will not be less than Manager's network costs
                        (including a reasonable return using Manager's weighted
                        average cost of capital applied against Manager's net
                        investment in the Service Area Network) to provide the
                        services that are subject to the Inter Service Area Voice
                        and 2G Data Fee. If the parties have a dispute relating to
                        the determination of the foregoing fees for any period, then
                        the parties will submit the dispute to binding arbitration
                        as set forth in section 10.4.1.3(b).

                                           33

                        10.4.1.3 3G Data Rate. The amount of the Inter Service Area
                   3G Data Fee and Reseller Customer 3G Data Fee for arrangements
                   between Sprint PCS and resellers in existence as of April 1,
                   2004, will be as follows:

                             (a) From the Effective Date to December 31, 2006
                        ("INITIAL 3G DATA FEE PERIOD"), the Inter Service Area 3G
                        Data Fee for each kilobyte of use that a Customer uses an
                        Away Network and the Reseller Customer 3G Data Fee for each
                        kilobyte of use that a Reseller Customer uses the Service
                        Area Network, will be $0.0020; except with respect to Sprint
                        3G Data Service as defined and set out in the Program
                        Requirement 3.5.2.

                             (b) The parties will reset the Inter Service Area 3G
                        Data Fee and the Reseller Customer 3G Data Fee after the
                        Initial 3G Data Fee Period ends. The Inter Service Area 3G
                        Data Fee and the Reseller Customer 3G Data Fee will be based
                        on an appropriate discount from the Sprint PCS Retail Yield
                        for 3G Data Usage for the previous calendar year to be
                        negotiated before December 31, 2006. Each subsequent fee
                        period will last three years with, for example, the second
                        pricing period beginning on January 1, 2007 and ending on
                        December 31, 2009.

                             The process for resetting the fees is as follows:

                                  (i) Sprint PCS will give Manager a proposal for
                             the appropriate discount from the Sprint PCS Retail
                             Yield for 3G Data Usage by March 31 of the final year
                             of the then current pricing period. Manager's
                             representative and the Sprint PCS representative will
                             begin discussions regarding the proposed schedule of
                             fees within 20 days after Manager receives the proposed
                             schedule of fees from Sprint PCS.

                                  (ii) Manager may escalate the discussion to the
                             Chief Financial Officer of Sprint PCS or Sprint PCS may
                             escalate the discussion to Manager's Chief Executive
                             Officer or Chief Financial Officer if the parties do
                             not agree on a new schedule of fees within 30 days
                             after the discussions begin.

                                  (iii) If the parties cannot agree on a new
                             schedule of fees within 20 days after a party escalates
                             the discussion, then Manager may either agree to the
                             fees set forth in the Inter Service Area 3G Data Fee
                             and Reseller Customer 3G Data Fee proposal or submit
                             the determination of the Inter Service Area 3G Data Fee
                             and Reseller Customer 3G Data

                                           34

                             Fee to binding arbitration based on a market-rate
                             determination of an appropriate Inter Service Area 3G
                             Data Fee and Reseller Customer 3G Data Fee in
                             accordance with section 14.2, excluding the escalation
                             process set forth in section 14.1.

                                  (iv) If Manager submits the matter to arbitration
                             the fees that Sprint PCS proposed will apply starting
                             after December 31 of the first year of the appropriate
                             period as described in section 10.4.1.4 and will
                             continue in effect unless modified by the final
                             decision of the arbitrator. If the arbitrator imposes a
                             fee different than the ones in effect the new fees will
                             be applied as if in effect after December 31 of the
                             first year of the appropriate period as described in
                             section 10.4.1.4 and if on application of the new fees
                             one party owes the other party any amount after taking
                             into account payments the parties have already made
                             then the owing party will pay the other party within 30
                             days of the date of the final arbitration order.

                        10.4.1.4 Rate Changes - Effective Date. All rate changes
                   related to Inter Service Area Fees and Reseller Customer Fees
                   will be applied to all activity in a bill cycle regardless of
                   when the activity occurred, if the bill cycle ends after the
                   effective date of the rate change.

                        10.4.1.5 Long Distance. The long distance rates associated
                   with the Inter Service Area and Reseller Customer usage will be
                   equal to the actual wholesale transport and terminating costs
                   associated with the originating and terminating locations. The
                   rates are then applied to cumulative usage at a BID level for
                   settlement purposes.

                   10.4.2 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.

                   10.4.3 TERMINATING AND ORIGINATING ACCESS FEE. Sprint PCS will
              pay Manager 92% of any terminating or originating access fees Sprint
              PCS collects from an IXC that are not subject to refund or dispute
              (but it will not be Billed Revenue). For purposes of clarification,
              Sprint Corporation's Related Parties are obligated to pay terminating
              access to Sprint PCS only if MCI and AT&T pay terminating or
              originating access to Sprint PCS. At the Effective Date of Addendum X,
              neither MCI nor AT&T pays terminating access to Sprint PCS. The
              ability of wireless carriers to collect access fees is currently
              subject to legal challenge. The parties acknowledge that Sprint PCS
              has limited ability to require IXCs to pay access fees.

                                           35

                   10.4.4 REIMBURSEMENTS FOR MISTAKEN PAYMENTS. If one party
              mistakenly pays an amount that the other party is obligated to pay
              then the other party will reimburse the paying party, if the paying
              party identifies the mistake and notifies the receiving party within 9
              calendar months after the date on which the paying party makes the
              mistaken payment.

              10.5 TAXES AND PAYMENTS TO THE GOVERNMENT. 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
         that a governmental authority levies 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 real estate and personal property that Manager owns or uses 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.

              Sprint PCS will be solely responsible for remitting to government
         agencies or their designees any and all fees or other amounts owed as a
         result of the services provided to the Customers under the Management
         Agreement. As a consequence of this responsibility, Sprint PCS is entitled
         to 100% of any amounts that Manager, Sprint PCS or their Related Parties
         receives from Customers (including Customers whose NPA-NXX is assigned to
         the Service Area) relating to these fees or other amounts.

              10.6 UNIVERSAL SERVICE FUNDS.

                   10.6.1 PAID BY GOVERNMENT. Manager is entitled to 100% of any
              federal and state subsidy funds (the "SUBSIDY FUNDS"), including
              Universal Service Funds, that Manager or Sprint PCS receives from
              government disbursements based on customers with mailing addresses
              located in the Service Area and with NPA-NXXs assigned to the Service
              Area, or such other method then in effect under the rules of the FCC,
              Universal Service Administrative Company or other federal or state
              administrator. For purposes of clarity, Universal Service Funds
              provide support payments to Eligible Telecommunications Carriers
              ("ETC") serving in high cost areas or providing services to low income
              individuals. Sprint PCS will file on behalf of itself or Manager
              appropriate ETC documentation in those jurisdictions in which Sprint
              PCS determines to make the filing.

                                           36

                   If Manager asks Sprint PCS to make a filing in a jurisdiction and
              Sprint PCS reasonably determines not to make the filing because making
              the filing is detrimental to Sprint's best interests, then Sprint does
              not have to make the filing. If Manager disagrees with the
              reasonableness of Sprint PCS' determination not to make the filing,
              then the parties will submit to binding arbitration in accordance with
              section 14.2, excluding the escalation process set forth in section
              14.1.

                   If the process set forth in the previous paragraph results in
              Sprint PCS making a filing, Manager will pay all of Sprint PCS'
              reasonable out-of-pocket costs associated with the filing and any
              compliance obligations that arise from the filing or that are imposed
              by the jurisdiction in which the filing is made (e.g. filing fees,
              legal fees, expert witness retention, universal lifeline service,
              enhancing customer care quality, and including, without limitation,
              network upgrades). Sprint PCS will remit to Manager 50% of any Subsidy
              Funds that Sprint PCS receives from filings Sprint PCS is required to
              make under the preceding paragraph that are not payable to Manager
              under the first paragraph of this section 10.6.1, until the aggregate
              amount of the payments to Manager under this sentence equals 50% of
              the amount Manager has paid Sprint PCS under the preceding sentence.

                   All Subsidy Funds received must be used to support the provision,
              maintenance and upgrading of facilities and services for which the
              funds are intended. Sprint PCS will attempt to recover from the
              appropriate governmental authority Subsidy Funds and will remit the
              appropriate recoveries to Manager.

                   10.6.2 PAID BY CUSTOMERS. Sprint PCS will be solely responsible
              for remitting to government agencies or their designees, including but
              not limited to the Universal Service Administrative Company, all
              universal service fees. As a consequence of this responsibility,
              Sprint PCS is entitled to 100% of any amounts that Manager, Sprint PCS
              or their Related Parties receives from Customers (including Customers
              whose NPA-NXX is assigned to the Service Area) relating to the
              Universal Service Funds.

              10.7 EQUIPMENT REPLACEMENT PROGRAM. Sprint PCS is entitled to 100% of
         the amounts that Customers pay for participating in any equipment
         replacement program billed on their Sprint PCS bills. Manager will not be
         responsible for or in any way billed for any costs or expenses that Sprint
         PCS or any Sprint PCS Related Party incurs in connection with any such
         equipment replacement program.

              10.8 CUSTOMER EQUIPMENT. Sprint PCS is entitled to 100% of the amounts
         that Customers pay for subscriber equipment and accessories sold or leased
         by Sprint PCS, and Manager is entitled to 100% of the

                                           37

         amounts that Customers pay for subscriber equipment and accessories that
         Manager sold or leased, subject to the equipment settlement process in
         section 4.1.2.

              10.9 PHASE I E911. Sprint PCS is entitled to collect 100% of the E911
         Phase I Surcharges (e.g., for equipment other than handsets, such as
         platforms and networks). Sprint PCS will attempt to recover from the
         appropriate governmental authority Phase I E911 reimbursements and will
         remit the appropriate amounts to Manager.

              10.10 MANAGER DEPOSITS INTO RETAIL BANK ACCOUNTS. Each Business Day,
         Manager will deposit into bank accounts and authorize Sprint PCS or a
         Related Party that Sprint PCS designates to sweep from such accounts the
         amounts collected from Customers on behalf of Sprint PCS and its Related
         Parties for Sprint PCS Products and Services. Manager will allow the funds
         deposited in the bank accounts to be transferred daily to other accounts
         that Sprint PCS designates. Manager will also provide the daily reports of
         the amounts collected that Sprint PCS requires. Manager will not make any
         changes to the authorizations and designations Sprint PCS designates for
         the bank accounts without Sprint PCS' prior written consent.

              10.11 MONTHLY STATEMENTS.

                   10.11.1 SECTION 10.2 STATEMENT. Each month Sprint PCS will
              determine the amount payable to or due from Manager for a Billed Month
              under section 10.2. Sprint PCS will deliver a monthly statement to
              Manager that reports the amount due to Manager, the manner in which
              the amount was calculated, the amount due to Sprint PCS and its
              Related Parties under this agreement and the Services Agreement, and
              the net amount payable to or due from Manager.

                   10.11.2 OTHER STATEMENTS. Sprint PCS will deliver a monthly
              statement to Manager that reports amounts due to Manager or from
              Manager, other than amounts described in section 10.12.1, the manner
              in which the amounts were calculated, the amount due to Manager or to
              Sprint PCS and its Related Parties under this agreement and the
              Services Agreement, and the net amount payable to Manager.

                   10.11.3 THIRD PARTY CHARGES. Sprint PCS will include any third
              party charges on Manager's statements within three calendar months
              after the end of the calendar month during which Sprint PCS receives
              the third party charge. Sprint PCS' failure to include these charges
              on Manager's statements within the three calendar month-period will
              mean that Sprint PCS cannot collect those third party charges from
              Manager.

                                           38

              10.12 PAYMENTS.

                   10.12.1 WEEKLY PAYMENTS. Sprint PCS will pay the amount payable
              to Manager for a Billed Month under section 10.2 in equal weekly
              payments on consecutive Thursdays beginning the second Thursday of the
              calendar month following the Billed Month and ending on the first
              Thursday of the second calendar month after the Billed Month. If
              Sprint PCS is unable to determine the amount due to Manager in time to
              make the weekly payment on the second Thursday of a calendar month,
              then Sprint PCS will pay Manager for that week the same weekly amount
              it paid Manager for the previous week. Sprint PCS will true-up any
              difference between the actual amount due for the first weekly payment
              of the Billed Month and amounts paid for any estimated weekly payments
              after Sprint PCS determines what the weekly payment is for that month.
              Sprint PCS will use reasonable efforts to true-up within 10 Business
              Days after the date on which Sprint PCS made the estimated weekly
              payment.

                   10.12.2 MONTHLY PAYMENTS. The amounts payable to Manager and
              Sprint PCS and its Related Parties under this agreement and the
              Services Agreement, other than the payments described in section
              10.12.1, will be determined, billed and paid monthly in accordance
              with section 10.12.3.

                   10.12.3 TRANSITION OF PAYMENT METHODS. (a) Sprint PCS and Manager
              wish to conduct an orderly transition from making weekly payments to
              Manager based on Collected Revenues to weekly payments based on Billed
              Revenue. The method of calculating the weekly payments will change on
              the first day of the calendar month after the Effective Date of
              Addendum X (the "TRANSITION DATE"). The weekly amounts paid to Manager
              during the calendar month before the Transition Date and on the first
              Thursday after the Transition Date will be based on the Collected
              Revenues method. The weekly amounts paid to Manager beginning on the
              second Thursday of the second calendar month after the Transition Date
              will be based on the Billed Revenue method described in this section
              10. To effect an orderly transition, Sprint PCS will pay Manager for
              the period beginning on the second Thursday after the Transition Date
              and ending on the first Thursday of the calendar month after the
              Transition Date an amount calculated as described below in section
              10.12.3(b).

                   (b) Sprint PCS will apply the estimated collection percentages
              that Sprint PCS uses before the Transition Date to the gross accounts
              receivable aging categories for Customers with an NPA-NXX assigned to
              the Service Area as of the close of business on the day before the
              Transition Date to calculate the amount Sprint PCS anticipates
              collecting on those accounts receivable. Sprint PCS will pay Manager
              the amount estimated to be collected in equal weekly payments on
              consecutive Thursdays beginning the second Thursday after the
              Transition

                                           39

              Date and ending the first Thursday of the calendar month after the
              Transition Date. Sprint PCS will also pay to Manager no later than the
              second Thursday after the Transition Date any Collected Revenues
              received after the Saturday before the Transition Date and before the
              Transition Date.

                   (c) Sprint PCS will recalculate the estimated collection
              percentages and apply the recalculated estimated collection
              percentages to the gross accounts receivable aging categories
              described in the first sentence of section 10.12.3(b) when all
              applicable data is available. Sprint PCS will increase or decrease a
              weekly payment by the amount of the difference between the amount paid
              to Manager based on the initial estimated collection percentages and
              the amount that would have been paid to Manager using the newer
              estimated collection percentages.

              10.13 DISPUTE OR CORRECTION OF STATEMENT AMOUNT. A party can only
         dispute or correct an amount on a statement in good faith. If a party
         disputes or corrects an amount on a statement, the disputing or correcting
         party must give the other party written notice of the specific item
         disputed or corrected, the disputed or corrected amount with respect to
         that item and the reason for the dispute or correction within three
         calendar months after the end of the calendar month during which the
         disputed or erroneous statement was delivered.

              Any dispute regarding a statement will be submitted for resolution
         under the dispute resolution process in section 14. The parties must
         continue to pay to the other party all amounts, except disputed amounts
         (subject to the next paragraph), owed under this agreement and the Services
         Agreement during the dispute resolution process. If the aggregate disputed
         amount, combined with any aggregate disputed amount under section 10.14,
         exceeds $1,000,000, and upon the written request of the other party, the
         party disputing the amount (the "DISPUTING PARTY") will deposit the portion
         of the disputed amount in excess of $1,000,000 into an escrow account that
         will be governed by an escrow agreement in a form to be mutually agreed
         upon by the parties. The Disputing Party will deposit the amount into the
         escrow account within 10 Business Days after its receipt of the written
         request from the other party in accordance with the foregoing. If the
         Disputing Party complies with the requirements of this paragraph, then the
         other party or its Related Parties may not declare the Disputing Party in
         breach of this agreement or the Services Agreement because of nonpayment of
         the disputed amount, pending completion of the dispute resolution process.

              The escrow agent will be an unrelated third party that is in the
         business of serving as an escrow agent for or on behalf of financial
         institutions. The parties will share evenly the escrow agent's fees. The
         escrow agent will invest and reinvest the escrowed funds in interest-

                                           40

         bearing money market accounts or as the parties otherwise agree. The escrow
         agent will disburse the escrowed funds in the following manner based on the
         determination made in the dispute resolution process:

                   (a) If the Disputing Party does not owe any of the disputed
              amounts, then the escrow agent will return all of the escrowed funds
              to the Disputing Party with the interest earned on the escrowed funds.

                   (b) If the Disputing Party owes all of the disputed amounts, then
              the escrow agent will disburse all of the escrowed funds with the
              interest earned on the escrowed funds to the non-disputing party. If
              the interest earned is less than the amount owed based on the Default
              Rate, then the Disputing Party will pay the non-disputing party the
              difference between those amounts.

                   (c) If the Disputing Party owes a portion of the disputed
              amounts, then the escrow agent will disburse to the non-disputing
              party the amount owed with interest at the Default Rate from the
              escrowed funds and disburse the balance of the escrowed funds to the
              Disputing Party. The Disputing Party will pay the non-disputing party
              the amount owed for interest at the Default Rate if the amount of the
              escrowed funds is insufficient.

              Manager and Sprint PCS will take all reasonable actions necessary to
         allow the Disputing Party to continue to reflect the amounts deposited into
         the escrow account by the Disputing Party as assets in the Disputing
         Party's financial statements.

              The parties will use the dispute resolution process under section 14.2
         of this agreement, excluding the escalation process set forth in section
         14.1, if they cannot agree on the form of escrow agreement.

              The parties agree that, despite this section 10.13, Manager will pay
         all disputed amounts due to Sprint PCS or any Related Party for fees for
         CCPU Services and CPGA Services payable under the Services Agreement for
         periods ending on or before December 31, 2006, subject to any other rights
         and remedies that Manager has under this agreement and the Services
         Agreement.

              The dispute of an item in a statement does not stay or diminish a
         party's other rights and remedies under this agreement, except that a party
         must complete the dispute resolution process in section 14 before taking
         any legal or equitable action against the other party.

              10.14 DISPUTE OR CORRECTION OF A THIRD PARTY INVOICE AMOUNT. Sprint
         PCS will include the applicable portion of any amount based on a

                                           41

         third party invoice in a statement to Manager within three calendar months
         after Sprint PCS' receipt of the third party invoice. Sprint PCS' failure
         to include the amount in a statement to Manager within the three calendar
         month-period will mean that the third party charges will not be collectible
         from Manager.

              A party can dispute or correct an amount based on a third party
         invoice only in good faith. Modified invoices received by Sprint PCS from a
         third party vendor and then sent by Sprint PCS to Manager will be treated
         as a new statement for purposes of this section, so long as the modified
         statement was revised in good faith and not simply to provide Sprint PCS
         additional time to resubmit a previous invoice.

              If a party disputes or corrects an amount on a third party invoice or
         the amount Sprint PCS attributed to Manager, the disputing party must give
         the other party written notice of the specific item disputed or corrected,
         the disputed or corrected amount with respect to that item and the reason
         for the dispute or correction within three calendar months after the end of
         the calendar month during which the disputed or erroneous statement was
         delivered. Sprint PCS and Manager will cooperate with each other to obtain
         the information needed to determine if the amounts billed by the third
         party and allocated to Manager were correct.

              Any dispute regarding the amount of the third party invoice Sprint PCS
         attributed to Manager will be submitted for resolution under the dispute
         resolution process in section 14. Manager must continue to pay to Sprint
         PCS all amounts, except disputed amounts, owed under this agreement and the
         Services Agreement during the information gathering and dispute resolution
         process. If the aggregate disputed amount, combined with any aggregate
         disputed amount under section 10.13, exceeds $1,000,000, and upon the
         written request of Sprint PCS, Manager will deposit the portion of the
         disputed amount in excess of $1,000,000 into an escrow account that will be
         governed by an escrow agreement containing terms similar to the general
         terms described in section 10.13 and in a form to be mutually agreed upon
         by the parties. Manager will deposit the amount into the escrow account
         within 10 Business Days after its receipt of the written request from
         Sprint PCS in accordance with the foregoing. If Manager complies with the
         requirements of this paragraph, then none of Sprint PCS or its Related
         Parties may declare Manager in breach of this agreement or the Services
         Agreement because of nonpayment of the disputed amount, pending completion
         of the dispute resolution process.

              The dispute of an item in a statement does not stay or diminish a
         party's other rights and remedies under this agreement, except that the
         parties must complete the dispute resolution process in section 14 before
         taking any legal or equitable action against each other.

                                           42

              10.15 LATE PAYMENTS. Any amount due under this agreement or the
         Services Agreement without a specified due date will be due 20 days after
         Manager receives an invoice. Any amount due under this agreement and the
         Services Agreement (including without limitation any amounts disputed under
         those agreements that are ultimately determined to be due) that is not paid
         by one party to the other party in accordance with the terms of the
         applicable agreement will bear interest at the Default Rate beginning (and
         including) the 6th day after the invoice or settlement due date until (and
         including) the date paid.

              10.16 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, any undisputed amount due Sprint PCS or a Related
         Party of Sprint PCS under the Services Agreement or any other agreement
         with Sprint PCS or a Related Party of Sprint PCS, or any disputed amount
         due to Sprint PCS or a Related Party for fees for CCPU Services or CPGA
         Services payable under the Services Agreement, then 5 days after the
         payment due date Sprint PCS may setoff against its payments to Manager
         under this section 10 any such undisputed amount that Manager owes to
         Sprint PCS or a Related Party of Sprint PCS. This right of setoff is in
         addition to any other right that Sprint PCS or a Related Party of Sprint
         PCS might have under this agreement, the Services Agreement or any other
         agreements with Sprint PCS or a Related Party of Sprint PCS.

         18. TERMINATION RIGHTS [ADDM XI,SS.18]. Section 11.3.7 is deleted, and all
    references in the agreement to section 11.3.7 are also deleted.

         19. NON-TERMINATION OF AGREEMENT [ADDM I,SS.8]. Sections 11.5.3 and 11.6.4
    are replaced with the following paragraphs:

                   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, but such action does not
              terminate this agreement.

                   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, but such action does not
              terminate this agreement.

         20. BUSINESS VALUATION [ADDM VI,SS.4]. A new subsection 11.7.4(f) is added
    to the Management Agreement:

              (f) In the event the Entire Business Value of Manager is being
         determined, the entire value of any Operating Asset may be allocated among
         Manager and one or more of the Other Affiliates, where appropriate, but the
         sum of the values attributed to such Operating Asset in determining the
         Entire

                                           43

         Business Value of Manager and the Other Affiliates shall not exceed the
         value of such Operating Asset if it were used to calculate only Manager's
         Entire Business Value (i.e., "double counting" is prohibited).

         21. AUDIT [ADDM XI,SS.21]. Section 12.1.2 is amended and restated in its
    entirety to read as follows:

              12.1.2 AUDITS. On reasonable advance notice by one party, the other
         party must provide its independent or internal auditors access to its
         appropriate financial and operating records, including, without limitation,
         vendor and distribution agreements, for purposes of auditing the amount of
         fees (including the appropriateness of items excluded from the Fee Based on
         Billed Revenue), costs, expenses (including operating metrics referred to
         in this agreement and the Services Agreement relating to or used in the
         determination of Inter Service Area Fees, Reseller Customer Fees, CCPU
         Services or CPGA Services) or other charges payable in connection with the
         Service Area for the period audited. The party that requested the audit may
         decide if the audit is conducted by the other party's independent or
         internal auditors. Manager and Sprint PCS may each request no more than one
         audit per year.

                   (a) 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 underpayment determination.

                   (b) 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 Manager gives
              Sprint PCS written notice of the overpayment determination.

              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 audited party will pay the costs and expenses related to
         the audit.

              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") to
         Manager annually. If Manager, on the advice of its independent auditors or
         its legal counsel, determines that a statute, regulation, rule, judicial
         decision or interpretation, or audit or accounting rule, policy or
         literature published by the accounting or auditing profession or other
         authoritative rule making body (such as the Securities

                                           44

         and Exchange Commission, the Public Company Accounting Oversight Board or
         the Financial Accounting Standards Board) requires additional assurances
         beyond SAS 70, then Sprint PCS will cooperate with Manager to provide the
         additional assurances. Sprint PCS' independent auditors will prepare any
         Type II Report or Manager Management Report provided under this section
         12.1.2 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 Manager Management Processes. "Manager Management Processes" include
         those services generally provided within this agreement, primarily billing
         and collection of revenues.

         22. SHARING CONFIDENTIAL INFORMATION WITH LENDERS [ADDM II,SS.7]. Section
    12.2(b)(vii) of the Management Agreement is replaced with the following
    paragraph:

                   (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
              or has provided 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.

         23. REGULATORY NOTICES (COSTS) [ADDM I, SS.2]. The last sentence of section
    16.4 is replaced with the following language: "If Sprint PCS chooses to respond
    to such communications and complaints, Manager will not respond to them without
    the consent of Sprint PCS. Sprint PCS will bear the cost of responding to any
    such communications and complaints unless (1) such response is primarily the
    result of Manager's acts or omissions that constitute negligence, willful
    misconduct, or breach of any provision of this agreement (in which case Manager
    will pay the costs of Sprint PCS' response), or (2) Manager's response is not
    requested by Sprint PCS."

         24. NOTICES [ADDM VIII,SS.10 AND ADDM XI,SS.24]. (a) Section 17.1 is
    amended and restated in its entirety to read as follows:

              17.1 NOTICES. (a) Any notice, payment, invoice, 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, charges prepaid or sent by facsimile or email (in either instance
         with acknowledgement or read receipt received), and addressed as described
         below, 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. Sprint PCS may
         give notice of changes to a Program Requirement by sending an email that
         directs Manager to the changed Program Requirement on the affiliate
         intranet website.

                                           45

              The subject line of any email notice that purports to amend any
         Program Requirement must read "Program Requirement Change" and the first
         paragraph must indicate (i) which Program Requirement is being modified,
         (ii) what is being modified in the Program Requirement, and (iii) when the
         Program Requirement will take effect. The email must also include either a
         detailed summary of the Program Requirement Change or a redline comparison
         between the old Program Requirement and the new Program Requirement.

              Any notice, demand or communication intended to be notice of a breach
         of an agreement or notice of an Event of Termination must:

                   (A) clearly indicate that intent,

                   (B) state the section(s) of the agreements allegedly breached,
              and

                   (C) be mailed or sent by overnight courier in the manner
              described in the first paragraph in this section 17.1.

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

              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.

         (b) The parties' notice addresses are as follows:

         For all entities comprising Sprint PCS:

                   Sprint PCS
                   KSOPHJ0212-2A101
                   6130 Sprint Parkway
                   Overland Park, KS  66251
                   Telephone: 913-762-7929
                   Telecopier:  913-523-0539
                   Email: dbotto01@sprintspectrum.com
                   Attention: Vice President - Finance

              with a copy to:

                                           46

                   Sprint Law Department
                   KSOPHT0101-Z2020
                   6391 Sprint Parkway
                   Overland Park, KS  66251
                   Telephone:  913-315-9315
                   Telecopier:  913-523-9823
                   Email: john.w.chapman@mail.sprint.com
                   Attention: John Chapman

         For Manager:

                   Texas Telecommunications, LP
                   5225 S. Loop 289
                   Suite 120
                   Lubbock, TX  79424
                   Telephone: 806-722-1100
                   Telecopier: 806-722-1127
                   Email: dsharbutt@alamosapcs.com
                   Attention: David Sharbutt, President

              with a copy to:

                   Crenshaw, Dupree & Milam, L.L.P.
                   Wells Fargo Center
                   1500 Broadway, 8th Floor
                   Lubbock, Texas 79401
                   Telephone: 806-762-5281
                   Telecopier: 806-762-3510
                   Email: JMcCutchin@cdmlaw.com
                   Attention: Jack McCutchin, Jr.

              and with copies to the following individuals' email addresses if a
         notice of a Program Requirement Change is sent by email:

                   Kendall W. Cowan, Chief Financial Officer
                   Email: kcowan@alamosapcs.com

                   Stephen A. Richardson, Chief Operating Officer
                   Email: srichardson@alamosapcs.com

                   Loyd I. Rinehart, Senior Vice President of Corporate Finance
                   Email: lrinehart@alamosapcs.com

         25. FORCE MAJEURE [ADDM XI,SS.25]. The second paragraph of section 17.9.3
    is amended and restated in its entirety to read as follows:

                                           47

              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 any covenant, if the
         party's non-compliance with the covenant results primarily from:

                   (i) any FCC order or any other injunction that any governmental
              authority issues that impedes 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 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 the party.

         26. GOVERNING LAW, JURISDICTION AND CONSENT TO SERVICE OF PROCESS [ADDM
    VIII,SS.8]. Section 17.12 of the Management Agreement is replaced with the
    following language:

              17.12 GOVERNING LAW, JURISDICTION AND CONSENT TO SERVICE OF PROCESS.

                   17.12.1 GOVERNING LAW. The internal laws of the State of Kansas
              (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.

                   17.12.2 JURISDICTION; CONSENT TO SERVICE OF PROCESS.

                        (a) Each party hereby irrevocably and unconditionally
                   submits, for itself and its property, to the nonexclusive
                   jurisdiction of any Kansas State court sitting in the County of
                   Johnson or any Federal court of the United States of America
                   sitting in the District of Kansas, and any appellate court from
                   any such court, in any suit action or proceeding arising out of
                   or relating to this agreement, or for recognition or enforcement
                   of any judgment, and each party hereby irrevocably and
                   unconditionally agrees that all claims in respect of any such
                   suit, action or proceeding may be heard and determined in such
                   Kansas State Court or, to the extent permitted by law, in such
                   Federal court.

                                           48

                        (b) Each party hereby irrevocably and unconditionally
                   waives, to the fullest extent it may legally do so, any objection
                   which it may now or hereafter have to the laying of venue of any
                   suit, action or proceeding arising out of or relating to this
                   agreement in Kansas State court sitting in the County of Johnson
                   or any Federal court sitting in the District of Kansas. Each
                   party hereby irrevocably waives, to the fullest extent permitted
                   by law, the defense of an inconvenient forum to the maintenance
                   of such suit, action or proceeding in any such court and further
                   waives the right to object, with respect to such suit, action or
                   proceeding, that such court does not have jurisdiction over such
                   party.

                        (c) Each party irrevocably consents to service of process in
                   the manner provided for the giving of notices pursuant to this
                   agreement, provided that such service shall be deemed to have
                   been given only when actually received by such party. Nothing in
                   this agreement shall affect the right of a party to serve process
                   in another manner permitted by law.

         27. TRANSFER OF SPRINT PCS NETWORK [ADDM VI,SS.8]. The first sentence of
    section 17.15.5 is replaced with the following sentence:

              In conjunction with the sale of the Sprint PCS Network, Sprint PCS may
         sell, transfer or assign the Sprint PCS Network and 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.

         28. ANNOUNCED TRANSACTIONS [ADDM I,SS.9]. Section 17.24 is deleted.

         29. ADDITIONAL TERMS AND PROVISIONS [ADDM I,SS.10 AND ADDM XI,SS.29].
    Section 17.25 is replaced with the following paragraph:

              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, which is incorporated
         into this agreement by this reference. Manager represents and warrants that
         all existing contracts and arrangements (written or verbal) that relate to
         or affect the rights of Sprint PCS or any of its Related Parties under this
         agreement (e.g., agreements relating to long-distance telephony services
         (section 3.4)) are described on Exhibit 17.25, and Manager agrees to
         deliver photocopies of such agreements to Sprint PCS upon request to the
         extent permissible by the terms of the agreement.

         30. FEDERAL CONTRACTOR COMPLIANCE [ADDM I, SS.11]. A new section 17.28, the
    text of which is attached as Exhibit A to Addendum I, is added and incorporated
    by this reference. When and to the extent required by applicable law, Manager
    will comply with the requirement of this section 17.28.

                                           49

         31. YEAR 2000 COMPLIANCE [ADDM I,SS.12]. A new section 17.29 is added to
    the Management Agreement:

              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
         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.

         32. CROSS-DEFAULT [ADDM VI,SS.2 AND ADDM VII,SS.2]. A new section 17.30 is
    added to the Management Agreement:

              17.30 CROSS-DEFAULT. A breach or Event of Termination under any of the
         Sprint Agreements (as that term is defined in the Consent and Agreement) by

                                           50

         Alamosa Wisconsin Limited Partnership, a Wisconsin limited partnership,
         Alamosa Missouri, LLC (f/k/a Roberts Wireless Communications, LLC), a
         Missouri limited liability company, Southwest PCS, L.P., an Oklahoma
         limited partnership, or Washington Oregon Wireless LLC, a Delaware limited
         liability company, or their respective successors or assigns (collectively
         the "OTHER AFFILIATES") also constitutes a breach or Event of Termination,
         as the case may be, by Manager of the same provision of the applicable
         Sprint Agreement to which Manager is a party, and the Sprint Parties (as
         that term is defined in the Consent and Agreement) shall have the same
         rights under the Sprint Agreements and the Consent and Agreement to which
         Manager is a party as if the same breach or Event of Termination had
         occurred under such Sprint Agreement. Such breach or Event of Termination
         by an Other Affiliate shall not qualify as a force majeure under the Sprint
         Agreements or the Consent and Agreement.

         33. PERFORMANCE/PAYMENT OF OTHER AFFILIATES' OBLIGATIONS [ADDM VI,SS.3]. A
    new section 17.31 is added to the Management Agreement:

              17.31 PERFORMANCE/PAYMENT OF OTHER AFFILIATES' OBLIGATIONS. To induce
         the Sprint Parties to enter into the Consent and Agreement with Citicorp,
         Manager absolutely and unconditionally guarantees the prompt and punctual
         performance and payment of the Obligations (as that term is defined in the
         Consent and Agreement) of the Other Affiliates and their respective
         successors or assigns when due and payable pursuant to the terms of the
         Other Affiliates' Sprint Agreements as they may be amended and modified.
         Manager agrees that the Sprint Parties shall not be required first to
         collect from any other guarantor of any such obligation or to proceed
         against or exhaust any collateral or security for any obligation before
         requiring Manager to perform or pay the obligation guaranteed under this
         section. Any Sprint Party may bring suit against Manager without joining
         the Other Affiliates or any other guarantor. Manager agrees that notice
         given by a Sprint Party to any Other Affiliate under such Other Affiliate's
         Sprint Agreements or the Consent and Agreement constitutes notice to
         Manager.

         34. FINANCIAL INFORMATION [ADDM IV,SS.2]. A new section 17.32 is added to
    the Management Agreement:

              17.32 COPIES OF FINANCIAL INFORMATION. Manager agrees to give Sprint
         PCS a copy of all financial information it gives the Administrative Agent
         or any Lender (as such parties are defined in the Consent and Agreement).

                                   SERVICES AGREEMENT

         35. NON-EXCLUSIVE SERVICE [ADDM XI,SS.35]. Section 1.3 of the Services
    Agreement is amended and restated in its entirety to read as follows:

              1.3 NON-EXCLUSIVE SERVICES. Nothing contained in this agreement
         confers upon Manager an exclusive right to any of the Services. Sprint
         Spectrum may contract with others to provide expertise and

                                           51

         services identical or similar to those to be made available or provided to
         Manager under this agreement.

         36. CHANGES TO ARTICLE 2 [ADDM XI,SS.36; REVISED BY THIS ADDENDUM]. Article
    2 of the Services Agreement is amended and restated in its entirety to read as
    follows:

                                       2. SERVICES

              2.1  SERVICES.

                   2.1.1 SERVICES. Subject to the terms of this agreement, through
              December 31, 2006, Manager will obtain the services set forth on
              Schedule 2.1.1 attached to this agreement ("SERVICES") from Sprint
              Spectrum in accordance with this section 2.1, and Sprint Spectrum will
              provide all or none of the Services. For purposes of clarification, as
              of the Effective Date of Addendum X through December 31, 2006, Sprint
              Spectrum is providing all of the Services to Manager and Sprint
              Spectrum will not provide individual Services.

                   The fees charged for the Services and the process for setting the
              fees charged for the Services are set forth in section 3.2. Sprint
              Spectrum may designate additional Services upon at least 60 days'
              prior written notice to Manager by providing an amended Schedule 2.1.1
              to Manager in accordance with the provisions of section 9.1.

                   Without Manager's prior written consent, neither Sprint Spectrum
              nor any of its Related Parties will require Manager to pay for:

                   (A) any of those additional CCPU Services or CPGA Services to the
              extent that they are the same as or functionally equivalent to any
              service or benefit that Manager currently receives from Sprint
              Spectrum or its Related Parties or Sprint PCS or its Related Parties
              but for which Manager does not pay a separate fee immediately after
              the Effective Date, or

                   (B) any other additional CCPU Services or CPGA Services through
              December 31, 2006. After that date the fee for those other additional
              Services will be included in the fees for CCPU Services and CPGA
              Services.

                   2.1.2 DISCONTINUANCE OF SERVICES. If Sprint Spectrum determines
              to no longer offer a Service, then Sprint Spectrum must

                        (i) notify Manager in writing a reasonable time before
                   discontinuing the Service, except Sprint will notify Manager at
                   least 9 months before Sprint plans to

                                           52

                   discontinue a significant Service (e.g., billing, collection and
                   customer care).

                        (ii) discontinue the Service to all Other Managers.

              If Manager determines within 90 days after receipt of notice of
              discontinuance that it wants to continue to receive the Service,
              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.

                   The fees charged by Sprint Spectrum for the CCPU Services and
              CPGA Services will be reduced by any fees payable by Manager to a
              vendor or new Service provider in respect of discontinued CCPU
              Services and CPGA Services, if (x) Sprint Spectrum procures such CCPU
              Services or CPGA Services from a vendor or a new Service provider and
              bills those items as Settled-Separately Manager Expenses (as defined
              in subsection 3.2.5 of this agreement), or (y) Manager procures such
              CCPU Services or CPGA Services from a vendor or a new provider of
              Services, or (z) Manager self-provisions the Service. No adjustment to
              the fees will be made if Sprint Spectrum discontinues a CCPU Service
              or CPGA Service and Sprint Spectrum does not provide the CCPU Service
              or CPGA Service to end users.

                   2.1.3 PERFORMANCE OF SERVICES. Sprint Spectrum may select the
              method, location and means of providing the Services. If Sprint
              Spectrum wishes to use Manager's facilities to provide the Services,
              Sprint Spectrum must obtain Manager's prior written consent.

              2.2 THIRD PARTY VENDORS. Some of the Services might be provided by
         third party vendors under arrangements between Sprint Spectrum and the
         third party vendors. In some instances, Manager may receive Services from a
         third party vendor under the same terms and conditions that Sprint Spectrum
         receives those services. In other instances, Manager may receive Services
         under the terms and conditions set forth in an agreement between Manager
         and the third party vendor.

         37. CHANGES TO ARTICLE 3 [ADDM XI,SS.37; REVISED BY THIS ADDENDUM]. (a)
    Section 13 of Addendum I is deleted. Article 3 of the Services Agreement is
    amended and restated in its entirety to read as follows:

                                  3. FEES FOR SERVICES

                                           53

              3.1 SERVICES. Manager will pay Sprint Spectrum a fee for the Services
         provided by or on behalf of Sprint Spectrum now or in the future, subject
         to Section 2.1.1. Manager may not obtain these Services from other sources,
         except as provided in this agreement.

              If an accounting classification change has the effect of moving a
         Service from a CCPU Service or CPGA Service to a Settled-Separately Manager
         Expense, the fees for the CCPU Services or CPGA Services, as applicable,
         charged by Sprint Spectrum will be reduced by the fees payable by Manager
         for the new Settled-Separately Manager Expense.

              3.2 FEES FOR SERVICES.

                   3.2.1 INITIAL PRICING PERIOD. The fees Manager will pay Sprint
              Spectrum for the CCPU Services and CPGA Services provided to Manager
              by or on behalf of Sprint Spectrum each month from the Effective Date
              of Addendum XII until December 31, 2006 ("INITIAL PRICING PERIOD"),
              will be:

                        (a) for the CCPU Services: $7.00 per subscriber multiplied
                   by the Number of Customers in Manager's Service Area, and

                        (b) for the CPGA Services: $23.00 per Gross Customer
                   Addition in Manager's Service Area multiplied by the Gross
                   Customer Additions in Manager's Service Area.

                   The fees will be paid as set forth in section 10 of the
              Management Agreement.

                   3.2.2 PRICING PROCESS. The parties will reset the CCPU and CPGA
              amounts to be applied in each pricing period after the Initial Pricing
              Period ends. Each subsequent pricing period will last three years (if
              Manager continues to use Sprint Spectrum or a Related Party to provide
              these Services) with, for example, the second pricing period beginning
              on January 1, 2007 and ending on December 31, 2009.

                   The process for resetting the amounts is as follows:

                   (a) Sprint Spectrum will give Manager proposed CCPU and CPGA
              amounts by October 31 of the calendar year before the calendar year in
              which the then current pricing period ends (e.g. if the pricing period
              ends on December 31, 2006 then the amounts have to be presented by
              October 31, 2005). The proposed amounts will be based on the amount
              necessary to recover Sprint PCS' reasonable costs for providing the
              CCPU Services and CPGA Services to Manager and the Other Managers.
              Manager's representative and the Sprint PCS

                                           54

              representative will begin discussions regarding the proposed CCPU and
              CPGA amounts within 20 days after Manager receives the proposed CCPU
              and CPGA amounts from Sprint Spectrum.

                   (b) The fee Manager will pay Sprint Spectrum for the CCPU
              Services provided to Manager by or on behalf of Sprint Spectrum each
              month beginning on January 1, 2007 until December 31, 2008 under the
              pricing process described in this section 3.2.2 will not exceed $8.50
              per subscriber multiplied by the Number of Customers in Manager's
              Service Area.

                   (c) If the parties do not agree on new CCPU and CPGA amounts
              within 30 days after the discussions begin, then Manager may escalate
              the discussion to the Sprint PCS Chief Financial Officer or Sprint
              Spectrum may escalate the discussion to Manager's Chief Executive
              Officer or Chief Financial Officer.

                   (d) If the parties cannot agree on the new CCPU and CPGA amounts
              through the escalation process within 20 days after the escalation
              process begins, then Manager may either

                        (i) submit the determination of the CCPU and CPGA amounts to
                   binding arbitration under section 14.2 of this agreement,
                   excluding the escalation process set forth in section 14.1 and
                   continue obtaining all of the CCPU Services and CPGA Services
                   from Sprint Spectrum at the CCPU and CPGA amounts the arbitrator
                   determines, or

                        (ii) procure from a vendor other than Sprint Spectrum or
                   self-provision all of the Services.

                   By December 1, 2006, the parties will agree on a service level
              agreement for customer care services and collection services
              ("CUSTOMER-RELATED SERVICES") that will apply to Customer-Related
              Services delivered by Sprint Spectrum starting on January 1, 2007. If
              the parties cannot agree on a service level agreement by December 1,
              2006, either party may submit a proposed service level agreement to
              binding arbitration under section 14.2 of the Management Agreement,
              excluding the escalation process set forth in section 14.1. If the
              arbitration concludes after January 1, 2007 the service level
              agreement, as agreed upon through the arbitration process, will be
              effective as of January 1, 2007. The agreement will set forth 5
              metrics for Customer-Related Services and will provide that Sprint
              Spectrum will use commercially reasonable efforts to meet the industry
              averages for those metrics as in effect on December 1, 2006. The 5
              metrics are:

                   (a) Service Grade Rate defined as percentage of calls answered in
              60

                                           55

              seconds or less after the customer enters the call queue.

                   (b) Average Hold Time defined as average time a customer waits to
              talk to a customer service representative once the customer enters the
              call queue.

                   (c) Abandoned Call Rate defined as the percentage of calls that
              disconnect prior to talking to a customer service representative after
              the customer enters the call queue.

                   (d) Net Write-Offs Rate defined as monthly write-offs of accounts
              receivable, net of customer deposits, divided by monthly subscriber
              revenue.

                   (e) Past-Due Accounts Receivable Aging Rates defined as
              percentage of accounts receivable greater than 60 days from due date.

                   The service level agreement will provide that Sprint Spectrum
              will give Manager a quarterly report on the above metrics. Beginning
              in 2008, Manager will have the right to opt out of Sprint Spectrum
              providing the Customer Related Services if the average of the metrics
              reflected in the four quarterly reports for the prior calendar year
              indicate that Sprint Spectrum is not in compliance with any 2 of the 5
              metrics. To exercise the opt-out right, Manager must give its opt-out
              notice to Sprint Spectrum during the first quarter of any calendar
              year that Manager has an opt-out right. Upon receipt of an opt-out
              notice, Manager and Sprint Spectrum will use commercially reasonable
              efforts to transition the Customer-Related Services to Manager or a
              third party vendor within 9 months after the opt-out notice date. Upon
              the parties' completion of the transition, the parties will agree to
              an adjustment to the CCPU Service Fee being charged by Sprint Spectrum
              to Manager. If the parties cannot agree to an adjustment, Manager has
              the right to submit the determination to binding arbitration under
              section 14.2 of the Management Agreement, excluding the escalation
              process set forth in section 14.1, and continue obtaining all the CPGA
              Services and remaining CCPU services from Sprint Spectrum. Manager
              will reimburse Sprint Spectrum for transition and continuing operation
              costs in accordance with Section 3.2.4.

                   Manager's opt-out right described above is its sole remedy if
              Sprint Spectrum is not in compliance with the metrics; Sprint
              Spectrum's non-compliance with the metrics does not constitute a
              breach of this agreement or any other agreement between the parties.

                   Manager has the right to propose to Sprint Spectrum that Manager
              self-provision or procure from a vendor some, but not all, of the
              Services. Sprint Spectrum will discuss the proposal with Manager, but

                                           56

              Manager can only self-provision or procure from a vendor some of the
              Services if Sprint Spectrum agrees.

                   Manager will begin paying Sprint Spectrum under the CCPU and CPGA
              amounts that Sprint Spectrum presents for discussion at the beginning
              of the new pricing period until the date on which the parties agree or
              until the arbitrator determines the new CCPU and CPGA amounts,
              whichever occurs first. Within 30 days after the amounts are
              determined (either by agreement or by arbitration), Sprint PCS will
              recalculate the fees from the beginning of the new pricing period and
              give notice to Manager of what the fees are and the amount of any
              adjusting payments required. If Sprint PCS owes Manager a refund of
              fees already paid, Sprint PCS may pay the amount to Manager or Sprint
              PCS, in its sole discretion, may credit the amount of the refund
              against any amounts Manager then owes to Sprint PCS. If Sprint PCS
              chooses to pay the refund, it will make the payment at the time it
              sends the notice to Manager; If Sprint PCS chooses to credit the
              refund, it will in the notice indicate the amounts owing to which the
              credit will be applied. If Manager owes Sprint PCS additional fees
              Manager will pay those fees to Sprint PCS within 10 days after receipt
              of the notice.

                   3.2.3 SPRINT SPECTRUM FIRST RIGHT OF REFUSAL. Manager must give
              Sprint Spectrum written notice of Manager's decision to procure the
              Services from a third party vendor the Services at least 120 days
              before the end of the Initial Pricing Period or any subsequent
              three-year pricing period and provide the third party vendor terms to
              Sprint Spectrum. Sprint Spectrum will have 30 days from the date it
              receives the third party vendor's terms to decide if it will provide
              those Services to Manager under those terms.

                   Manager must agree to receive the Services from Sprint Spectrum
              if Sprint Spectrum gives notice to Manager that it will provide the
              Services to Manager on the third party vendor terms. If Sprint
              Spectrum does not exercise its first right of refusal, Manager must
              sign the agreement with the third party vendor on the same terms and
              conditions as presented to Sprint Spectrum within 10 Business Days
              after Sprint Spectrum notifies Manager of its decision not to exercise
              the first right of refusal or the expiration of the 30-day period,
              whichever occurs first. The procedure set forth in this section 3.2.3
              will begin again if Manager does not sign the agreement with the third
              party vendor as required in the preceding sentence.

                   3.2.4 TRANSITION AND CONTINUING OPERATING COSTS. Sprint Spectrum
              will cooperate with Manager and work diligently and in good faith to
              implement the transition to another service provider (including
              Manager, if applicable), in a reasonably efficient and expeditious
              manner.

                                           57

                   Manager will pay for all reasonable out-of-pocket costs that
              Sprint Spectrum and its Related Parties actually incur to (i) transfer
              any Service(s) provided to Manager to a third party vendor or to
              enable Manager to self-provide any Service(s), and (ii) operate and
              maintain systems, processes, licenses and equipment to support those
              Services. Sprint Spectrum will bill Manager monthly for these costs.

                   3.2.5 SETTLED-SEPARATELY MANAGER EXPENSES. Manager will pay to or
              reimburse Sprint Spectrum for any amounts that Sprint Spectrum or its
              Related Parties pays for Settled-Separately Manager Expenses.
              "SETTLED-SEPARATELY MANAGER EXPENSES" means those items the parties
              choose to settle separately between themselves (e.g. accessory
              margins, reciprocal retail store cost recovery) that are listed in
              sections C and D of Schedule 2.1.1.

                   Sprint Spectrum will give Manager at least 60 days' prior written
              notice by providing an amended Schedule 2.1.1 to Manager in accordance
              with the provisions of section 9.1 of any additional Services added to
              sections C and D of Schedule 2.1.1, but no additional service may be
              added to the extent it is the same as, or functionally equivalent to,
              either:

                        (a) any service that Sprint Spectrum or any of its Related
                   Parties currently provides to Manager as a CCPU Service or a CPGA
                   Service (unless the fees payable by Manager to Sprint Spectrum
                   hereunder are correspondingly reduced) or

                        (b) any service or benefit that Manager currently receives
                   from Sprint Spectrum or its Related Parties but for which Manager
                   does not pay a separate fee before the Effective Date.

                   For each Settled-Separately Manager Expense, Sprint Spectrum will
              provide sufficient detail to enable Manager to determine how the
              expense was calculated, including the unit of measurement (e.g., per
              subscriber per month or per call) and the record of the occurrences
              generating the expense (e.g., the number of calls attributable to the
              expense). If an expense is not reasonably subject to occurrence level
              detail, Sprint Spectrum will provide reasonable detail on the process
              used to calculate the fee and the process must be reasonable. A detail
              or process is reasonable if it is substantially in the form as is
              customarily used in the wireless industry. The Settled-Separately
              Manager Expenses will be paid as set forth in section 10 of the
              Management Agreement. Sprint Spectrum and its Related Parties may
              arrange for Manager to pay any of the Settled-Separately Manager
              Expenses directly to the vendor after giving Manager reasonable
              notice.

                                           58

                   Unless Manager specifically agrees otherwise, any
              Settled-Separately Manager Expense that Sprint Spectrum or any of its
              Related Parties is entitled to charge or pass through to Manager under
              this agreement or the Management Agreement will reflect solely
              out-of-pocket costs and expenses that Sprint Spectrum or its Related
              Parties actually incur, will be usage-based or directly related to
              revenue-generating products and services, and will not include any
              allocation of Sprint PCS' or its Related Parties' internal costs or
              expenses (including, but not limited to, allocations of general and
              administrative expenses or allocations of employee compensation or
              related expenses). For clarity, Sprint Spectrum's or its Related
              Parties' out-of-pocket costs for handset and accessory inventory
              consist of actual inventory invoice costs less any volume incentive
              rebates and price protection credits that Sprint Spectrum or its
              Related Parties receive from a vendor.

              3.3 LATE PAYMENTS. Any payment due under this section 3 that Manager
         fails to pay to Sprint Spectrum in accordance with this agreement will bear
         interest at the Default Rate beginning (and including) the 6th day after
         the due date stated on the invoice until (and including) the date on which
         the 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 that a governmental
         authority levies on the fees and charges that Manager pays to Sprint
         Spectrum or a Related Party.

         38. AUDIT [ADDM XI,SS.38]. Section 5.1.2 of the Services Agreement is
    amended and restated in its entirety to read as follows:

              5.1.2 AUDITS. On reasonable advance notice by one party, the other
         party must provide its independent or internal auditors access to its
         appropriate financial and operating records, including, without limitation,
         vendor and distribution agreements, for purposes of auditing the amount of
         fees (including the appropriateness of items included in Settled-Separately
         Manager Expenses), costs, expenses (including operating metrics referred to
         in this agreement and the Services Agreement relating to or used in the
         determination of Inter Service Area Fees, Reseller Customer Fees, CCPU
         Services or CPGA Services) or other charges payable in connection with the
         Service Area for the period audited. The party that requested the audit may
         decide if the audit is conducted by the other party's independent or
         internal auditors. Manager and Sprint Spectrum may each request no more
         than one audit per year.

                   (a) If the audit shows that Sprint Spectrum was underpaid then,
              unless the amount is contested, Manager will pay to Sprint Spectrum
              the amount of the underpayment within 10

                                           59

              Business Days after Sprint Spectrum gives Manager written notice of
              the underpayment determination.

                   (b) If the audit determines that Sprint Spectrum was overpaid
              then, unless the amount is contested, Sprint Spectrum will pay to
              Manager the amount of the overpayment within 10 Business Days after
              Manager gives Sprint Spectrum written notice of the overpayment
              determination.

              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 audited party will pay the costs and expenses related to
         the audit.

              If either party disputes the auditor's conclusion then the dispute
         will be submitted to binding arbitration in accordance with section 14.2 of
         the Management Agreement, excluding the escalation process set forth in
         section 14.1 of the Management Agreement.

              Sprint PCS will provide a Type II Report to Manager annually. If
         Manager, on the advice of its independent auditors or its legal counsel,
         determines that a statute, regulation, rule, judicial decision or
         interpretation, or audit or accounting rule, policy or literature published
         by the accounting or auditing profession or other authoritative rule making
         body (such as the Securities and Exchange Commission, the Public Company
         Accounting Oversight Board or the Financial Accounting Standards Board)
         requires additional assurances beyond SAS 70, then Sprint Spectrum will
         cooperate with Manager to provide the additional assurances. Sprint
         Spectrum's independent auditors will prepare any Type II Report or Manager
         Management Report provided under this section 5.1.2 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 Manager
         Management Processes.

         39. NOTICES [ADDM VIII,SS.10 AND ADDM XI,SS.39]. Section 9.1 of the
    Services Agreement is amended and restated in its entirety to read as follows:

              9.1 NOTICES. Any notice, payment, invoice, 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, charges
         prepaid or sent by facsimile or email (in either instance with
         acknowledgement or read receipt received), and addressed as described in
         section 17.1(b) of the Management Agreement, 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.

                                           60

              The subject line of any email notice that purports to add any
         additional service to Schedule 2.1.1 must read "Additional Service to
         Schedule 2.1.1". The new Schedule 2.1.1 must also be attached to the email,
         and notice will also be provided to those individuals listed for notices
         for Manager regarding Program Requirement Changes set forth in section
         17.1(b) of the Management Agreement.

              Any notice, demand or communication intended to be notice of a breach
         of an agreement or notice of an Event of Termination must clearly indicate
         that intent, state the section(s) of the agreements allegedly breached, and
         in addition to any other form of notice it must be mailed or sent by
         overnight courier in the manner described in the first paragraph of this
         section 9.1.

              Manager will promptly give Sprint Spectrum a copy of any notice
         Manager receives from the Administrative Agent or any Lender, and a copy of
         any notice Manager gives to the Administrative Agent or any Lender. Sprint
         Spectrum will promptly give Manager a copy of any notice that Sprint
         Spectrum receives from the Administrative Agent or any Lender and a copy of
         any notice that Sprint Spectrum gives to the Administrative Agent or any
         Lender.

              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.

         40. ENTIRE AGREEMENT; AMENDMENTS [ADDM XI,SS.40]. Section 9.6 of the
    Services Agreement is amended and restated in its entirety to read as follows:

              9.6 ENTIRE AGREEMENT; AMENDMENTS. The provisions of this agreement and
         the Management 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 add
         additional Services to Schedule 2.1.1 subject to the provisions of section
         2.1.1 and section 3.2.5, this agreement may be modified or amended only by
         a written amendment signed by the persons or entities authorized to bind
         each party.

         41. FORCE MAJEURE [ADDM XI,SS.41]. The second paragraph of section 9.8 of
    the Services Agreement is amended and restated in its entirety to read as
    follows:

              Neither Manager nor Sprint Spectrum, 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 any covenant, if the
         party's non-compliance with the covenant results

                                           61

          primarily from:

                   (i) any FCC order or any other injunction that any governmental
              authority issues that impedes 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 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 the party.

         42. GOVERNING LAW, JURISDICTION AND CONSENT TO SERVICE OF PROCESS [ADDM
    VIII,SS.8]. Section 9.11 of the Services Agreement is replaced with the
    following language:

              9.11 GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS.

                   9.11.1 GOVERNING LAW. The internal laws of the State of Kansas
              (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.

                   9.11.2 JURISDICTION; CONSENT TO SERVICE OF PROCESS.

                        (a) Each party hereby irrevocably and unconditionally
                   submits, for itself and its property, to the nonexclusive
                   jurisdiction of any Kansas State court sitting in the County of
                   Johnson or any Federal court of the United States of America
                   sitting in the District of Kansas, and any appellate court from
                   any such court, in any suit action or proceeding arising out of
                   or relating to this agreement, or for recognition or enforcement
                   of any judgment, and each party hereby irrevocably and
                   unconditionally agrees that all claims in respect of any such
                   suit, action or proceeding may be heard and determined in such
                   Kansas State Court or, to the extent permitted by law, in such
                   Federal court.

                        (b) Each party hereby irrevocably and unconditionally
                   waives, to the fullest extent it may legally do so, any objection
                   which it may now or hereafter have to the laying of venue of any

                                           62

                   suit, action or proceeding arising out of or relating to this
                   agreement in Kansas State court sitting in the County of Johnson
                   or any Federal court sitting in the District of Kansas. Each
                   party hereby irrevocably waives, to the fullest extent permitted
                   by law, the defense of an inconvenient forum to the maintenance
                   of such suit, action or proceeding in any such court and further
                   waives the right to object, with respect to such suit, action or
                   proceeding, that such court does not have jurisdiction over such
                   party.

                        (c) Each party irrevocably consents to service of process in
                   the manner provided for the giving of notices pursuant to this
                   agreement, provided that such service shall be deemed to have
                   been given only when actually received by such party. Nothing in
                   this agreement shall affect the right of a party to serve process
                   in another manner permitted by law.

                              TRADEMARK LICENSE AGREEMENTS

         43. NOTICES [ADDM VIII,SS.10 AND ADDM XI,SS.43]. Section 15.1 of each of
    the Trademark License Agreements is amended and restated in its entirety to read
    as follows:

              Section 15.1. Notices. Any notice, payment, invoice, 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), charges
         prepaid and addressed as described in section 17.1(b) of the Management
         Agreement, 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.

              Any notice, demand or communication intended to be notice of a breach
         of an agreement or notice of an Event of Termination must clearly indicate
         that intent, state the section(s) of the agreements allegedly breached, and
         be mailed or sent by overnight courier in the manner described in the
         preceding paragraph.

              Licensee will promptly give Licensor a copy of any notice Licensee
         receives from any Administrative Agent or any Lender, and a copy of any
         notice Licensee gives to any Administrative Agent or any Lender. Licensor
         will promptly give Licensee a copy of any notice that Licensor receives
         from the Administrative Agent or any Lender and a copy of any notice that
         Licensor gives to the Administrative Agent or any Lender.

                                           63

              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.

         44. GOVERNING LAW [ADDM VIII,SS.8]. Section 15.8 of each of the Trademark
    License Agreements is replaced by the following language:

              15.8 Governing Law. The internal laws of the State of Kansas (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.

              45. JURISDICTION [ADDM VIII,SS.8]. Section 15.13 of each of the
         Trademark License Agreements is replaced by the following language:

              15.13 Jurisdiction; Consent to Service of Process.

                   (a) Each party hereby irrevocably and unconditionally submits,
              for itself and its property, to the nonexclusive jurisdiction of any
              Kansas State court sitting in the County of Johnson or any Federal
              court of the United States of America sitting in the District of
              Kansas, and any appellate court from any such court, in any suit
              action or proceeding arising out of or relating to this agreement, or
              for recognition or enforcement of any judgment, and each party hereby
              irrevocably and unconditionally agrees that all claims in respect of
              any such suit, action or proceeding may be heard and determined in
              such Kansas State Court or, to the extent permitted by law, in such
              Federal court.

                   (b) Each party hereby irrevocably and unconditionally waives, to
              the fullest extent it may legally do so, any objection which it may
              now or hereafter have to the laying of venue of any suit, action or
              proceeding arising out of or relating to this agreement in Kansas
              State court sitting in the County of Johnson or any Federal court
              sitting in the District of Kansas. Each party hereby irrevocably
              waives, to the fullest extent permitted by law, the defense of an
              inconvenient forum to the maintenance of such suit, action or
              proceeding in any such court and further waives the right to object,
              with respect to such suit, action or proceeding, that such court does
              not have jurisdiction over such party.

                   (c) Each party irrevocably consents to service of process in the
              manner provided for the giving of notices pursuant to this agreement,
              provided that such service shall be deemed to have been given only
              when actually received by such party. Nothing in this agreement shall
              affect the right of a party to serve process in another manner
              permitted by law.

                                 SCHEDULE OF DEFINITIONS

                                           64

         46. DELETED DEFINITION [ADDM XI,SS.46]. The definition of "Available
    Services" is deleted.

         47. ADDITIONAL, AMENDED OR SUPPLEMENTED DEFINITIONS [ADDM XI,SS.47; REVISED
    BY THIS ADDENDUM]. The following are new or amended definitions, unless
    otherwise indicated.

              "ALAMOSA MANAGERS" means Manager and the Other Managers controlled by
         Alamosa Holdings, Inc.

              "ALLOCABLE SOFTWARE FEE" has the meaning set forth in section 1.3.4(e)
         of the Management Agreement.

              "ALLOCATED WRITE-OFFS" has the meaning set forth in section 10.3.4 of
         the Management Agreement.

              "AMOUNT BILLED (NET OF CUSTOMER CREDITS)" has the meaning set forth in
         section 10.3.3 of the Management Agreement.

              "AWAY NETWORK" means:

                   (i) any portion of the Sprint PCS Network other than Manager's
              Service Area Network, in the case of Customers with an NPA-NXX
              assigned to the Service Area (or any other such designation in
              accordance with section 17.17 of the Management Agreement), and

                   (ii) Manager's Service Area Network, in the case of Customers
              with an NPA-NXX assigned to an area outside the Service Area (or any
              other such designation in accordance with section 17.17 of the
              Management Agreement).

              "BILLED COMPONENT(S)" has the meaning set forth in section 10.3.2 of
         the Management Agreement.

              "BILLED MONTH" has the meaning set forth in section 10.2.1 of the
         Management Agreement.

              "BILLED REVENUE" has the meaning set forth in section 10.2.1 of the
         Management Agreement.

              "CCPU SERVICES" means those Services listed in section A of Schedule
         2.1.1 to the Services Agreement.

              "CHIEF FINANCIAL OFFICER OF SPRINT PCS", "SPRINT PCS CHIEF FINANCIAL
         OFFICER" and other references to the Chief Financial Officer of Sprint PCS
         mean

                                           65

         the Senior Vice President - Finance of Sprint Corporation designated to
         serve as the chief financial officer of Sprint PCS or if none, the
         individual serving in that capacity.

              "CPGA SERVICES" means those Services listed in section B of Schedule
         2.1.1 to the Services Agreement.

              "CSA" has the meaning set forth in section 10.2.1 of the Management
         Agreement.

              "CUSTOMER" means any customer, except Reseller Customers or customers
         of third parties for which Manager provides solely switching services, who
         purchases Sprint PCS Products and Services, regardless of where their
         NPA-NXX is assigned.

              "CUSTOMER CREDITS" has the meaning set forth in section 10.2.1 of the
         Management Agreement.

              "CUSTOMER EQUIPMENT CHARGES" has the meaning set forth in section
         10.3.2.5 of the Management Agreement.

              "CUSTOMER EQUIPMENT CREDITS" has the meaning set forth in section
         10.3.2.2 of the Management Agreement.

              "CUSTOMER-RELATED SERVICES" has the meaning set forth in section 3.2.2
         of the Services Agreement.

              "CUSTOMER TAXES" means the amounts that Sprint PCS bills to Manager
         Accounts for taxes, including, without limitation, federal, state, and
         local sales, use, gross and excise tax.

              "EFFECTIVE DATE" has the meaning set forth in the preamble of this
         Addendum.

              "ENTERPRISE VALUE" means either:

              (i) if the entity has issued publicly-traded equity, the combined book
         value of the entity's outstanding debt and preferred stock less cash plus
         the fair market value of each class of its publicly-traded equity other
         than any publicly-traded preferred stock. For the purposes of this
         definition, the fair market value of a class of the entity's
         publicly-traded equity (other than publicly-traded preferred stock) is
         equal to the product of:

                   (A) the number of issued and outstanding shares of the class of
              publicly-traded equity as of the date of determination, times

                                           66

                   (B) the applicable average closing price (or average closing bid,
              if traded on the over-the-counter market) per share of the class of
              publicly-traded equity over the 21 consecutive trading days
              immediately preceding the date of determination; or

              (ii) if the entity does not have issued publicly-traded equity, the
         combined book value of the entity's outstanding debt and equity less cash.

              "E911 PHASE I SURCHARGES" means all costs related to Phase I E911
         functionality.

              "E911 PHASE II SURCHARGES" has the meaning set forth in section
         10.3.2.6 of the Management Agreement.

              "ETC" has the meaning set forth in section 10.6.1 of the Management
         Agreement.

              "FEE BASED ON BILLED REVENUE" has the meaning set forth in section
         10.2.1 of the Management Agreement.

              "GROSS CUSTOMER ADDITIONS IN MANAGER'S SERVICE AREA" means the average
         number of Customers activated (without taking into consideration the number
         of Customers lost) during the previous month with an NPA-NXX assigned to
         the Service Area as reported in Sprint PCS' most recent monthly KPI report.

              "HOOVER DAM CONTINGENT COVERAGE AREA" [ADDM VIII, SS.2 AND ADDM XI,
         SS.47] has the meaning set forth in section 2.1.1 of the Management
         Agreement.

              "INITIAL 3G DATA FEE PERIOD" has the meaning set forth in section
         10.4.1.3(a) of the Management Agreement.

              "INITIAL PRICING PERIOD" has the meaning set forth in section 3.2.1 of
         the Services Agreement.

              "INTER SERVICE AREA FEE" has the meaning set forth in section 4.3 of
         the Management Agreement.

              "INVESTMENT BANKER" has the meaning set forth in section 9.3.2 of the
         Management Agreement.

              "MANAGER ACCOUNTS" has the meaning set forth in section 10.2.1 of the
         Management Agreement.

              "MANAGER MANAGEMENT PROCESS" has the meaning set forth in section
         12.1.2 of the Management Agreement.

                                           67

              "MANAGER MANAGEMENT REPORT" has the meaning set forth in section
         12.1.2 of the Management Agreement.

              "NET BILLED REVENUE" has the meaning set forth in section 10.2.1 of
         the Management Agreement.

              "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.

              "NPA-NXX" means NPA-NXX or an equivalent identifier, such as a network
         access identifier (NAI).

              "NUMBER OF CUSTOMERS IN MANAGER'S SERVICE AREA" means the average
         number of Customers with NPA-NXXs assigned to the Service Area reported in
         Sprint PCS' most recent monthly KPI report.

              "OPERATIONAL AND NETWORK READINESS" and "OPERATIONAL AND NETWORK
         READY" [ADDM VIII, SS.2 AND ADDM XI, SS.47] have the meaning set forth in
         section 2.1 of the Management Agreement.

              "OTHER AFFILIATES" [ADDM VI, SS.2 AND ADDM VII, SS.2] has the meaning
         set forth in section 17.30 of the Management Agreement.

              "OUTBOUND ROAMING FEES" means the amounts that Sprint PCS or its
         Related Parties bills to Manager Accounts for calls placed on a non-Sprint
         PCS Network.

              "OVERALL CHANGES" has the meaning set forth in section 1.10(a) of the
         Management Agreement.

              "PARKER DAM CONTINGENT COVERAGE AREA" [ADDM VIII, SS.2 AND ADDM XI,
         SS.47] has the meaning set forth in section 2.1.2 of the Management
         Agreement.

              "PROGRAM REQUIREMENT CHANGE" has the meaning set forth in section
         9.3.1 of the Management Agreement.

              "RELATED PARTY" [ADDM V, SS.8 AND ADDM XI, SS.47] 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
         L.P., WirelessCo, L.P., SprintCom, Inc., American PCS Communications, LLC,
         APC PCS, LLC, PhillieCo Partners I, L.P., PhillieCo, L.P., Sprint Telephony
         PCS, L.P. and Sprint PCS License, L.L.C. 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

                                           68

         policies of a Person, whether through the ownership of voting securities,
         by contract or otherwise.

              For purposes of the Management Agreement and the OSP Agreement, an OSP
         and any entity that controls, is controlled by or is under common control
         with an OSP (each an "OSP Affiliate") shall be deemed to be a "Related
         Party" under the definition of "Operating Assets." All leases entered into
         between Manager and an OSP or an OSP Affiliate will be transferable to
         Sprint PCS or its permitted assigns and successors without the consent of
         the lessor.

              "REQUIRED RESALE PARTICIPATION PERIOD" means the period from April 1,
         2004, until the later of (1) December 31, 2006 and (2) the expiration of
         any three-year period beginning after December 31, 2006, for which Sprint
         PCS and Manager have reached agreement in accordance with section
         10.4.1.1(c) with respect to the terms, fees and conditions applicable to
         Manager's participation in resale arrangements entered into by Sprint PCS.

              "RESELLER CUSTOMER" means customers of companies or organizations with
         a Private Label PCS Services or similar resale agreement with Sprint PCS or
         Manager.

              "RESELLER CUSTOMER FEES" has the meaning set forth in section 10.4.1.1
         of the Management Agreement.

              "SAN DIEGO COUNTY CONTINGENT COVERAGE AREA" [ADDM VIII, SS.2 AND ADDM
         XI, SS.47] has the meaning set forth in section 2.1.3 of the Management
         Agreement.

              "SCCLP" has the meaning set forth in section 3.4.2(b) of the
         Management Agreement.

              "SELECTED SERVICES" means Services.

              "SERVICE AREA NETWORK" means the network that is directly required for
         the provision of telecommunications services to Customers and is managed by
         Manager under the Management Agreement in the Service Area under the
         License.

              "SERVICES" has the meaning set forth in section 2.1.1 of the Services
         Agreement.

              "SETTLED-SEPARATELY MANAGER EXPENSES" has the meaning set forth in
         section 3.2.5 of the Services Agreement.

              "SOFTWARE" means only that software and software features currently
         existing or developed in the future that are used in connection with
         telecommunications equipment owned or leased by Manager in Manager's
         provisioning of wireless services in the Service Area and

                                           69

         includes, without limitation, software maintenance, updates, improvements,
         upgrades and modifications. "Software" expressly excludes:

                   (i) software "rights to use" licenses to the extent paid to the
              licensor directly by Manager, and

                   (ii) software operating Sprint PCS' national platforms, billing
              system platforms, customer service platforms and like applications.

              "SOFTWARE FEES" means costs associated (including applicable license
         fees) with procuring software, software maintenance, software upgrades and
         other software costs needed to provide uniform and consistent operation of
         the wireless systems within the Sprint PCS Network.

              "SPRINT PCS" means any or all of the following Related Parties who are
         License holders or signatories to the Management Agreement: Sprint Spectrum
         L.P., a Delaware limited partnership, WirelessCo, L.P., a Delaware limited
         partnership, SprintCom, Inc., a Kansas corporation, PhillieCo Partners I,
         L.P., a Delaware limited partnership, PhillieCo, L.P., a Delaware limited
         partnership, Sprint Telephony PCS, L.P., a Delaware limited partnership,
         Sprint PCS License, L.L.C., a Delaware limited liability company, American
         PCS Communications, LLC, a Delaware limited liability company, and APC PCS,
         LLC, a Delaware limited liability company. Any reference in the Management
         Agreement or Services Agreement to Cox Communications PCS, L.P., a Delaware
         limited partnership, or Cox PCS License, L.L.C., a Delaware limited
         liability company, is changed to Sprint Telephony PCS, L.P., a Delaware
         limited partnership, or Sprint PCS License, L.L.C., a Delaware limited
         liability company, respectively, to reflect name changes filed with the
         Delaware Secretary of State in 2002.

              "SPRINT PCS ARPU" means the average revenue per user publicly
         announced by Sprint PCS or its Related Parties for the most recent calendar
         year. Sprint PCS ARPU is generally calculated by dividing wireless service
         revenues by average wireless subscribers.

              "SPRINT PCS RETAIL YIELD FOR VOICE AND 2G DATA USAGE" means the
         quotient calculated by dividing (a) Sprint PCS ARPU less the 3G data
         component in the Sprint PCS ARPU by (b) the reported minutes of use per
         subscriber for the calendar year for which the Sprint PCS ARPU was
         calculated. "SPRINT PCS RETAIL YIELD FOR 3G DATA USAGE" means the quotient
         calculated by dividing (a) the 3G data component in the Sprint PCS ARPU by
         (b) the kilobytes of use for 3G data usage per subscriber for the calendar
         year for which the Sprint PCS ARPU was calculated.

                                           70

              "SUBSIDY FUNDS" has the meaning set forth in section 10.6.1 of the
         Management Agreement.

              "3M-POPS MANAGER" means any Other Manager whose ultimate parent entity
         (as defined by the Hart-Scott-Rodino Antitrust Improvements Act of 1976)
         controls entities with 3 million or more covered pops.

              "TOTAL SOFTWARE COST" means the amount paid by Sprint PCS to the
         vendor directly associated with the Software used by Sprint PCS, Manager
         and Other Managers (if and to the extent Manager and the Other Managers
         have agreed to pay any Allocable Software Fee) for the Sprint PCS Network
         for which Manager is not obligated to pay the Software vendor directly, net
         of any discounts or rebates and excluding any mark-up by Sprint PCS for
         administrative or other fees.

              "TRANSITION DATE" has the meaning set forth in section 10.12.3 of the
         Management Agreement.

              "TYPE II REPORT" has the meaning set forth in section 12.1.2 of the
         Management Agreement.

              "ULTIMATE PARENT" has the meaning set forth in the Hart-Scott-Rodino
         Antitrust Improvements Act of 1976.

              "USF CHARGES" has the meaning set forth in section 10.3.2.7 of the
         Management Agreement.

              "VENDOR SOFTWARE" has the meaning set forth in section 1.3.4(b) 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.

              "WLNP SURCHARGES" has the meaning set forth in section 10.2.4 of the
         Management Agreement.

              "WRITE-OFFS" has the meaning set forth in section 10.3.1 of the
         Management Agreement.

              "YEAR 2000 COMPLIANCE" has the meaning set forth in section 17.29 of
         the Management Agreement.

    B. CROSS-REFERENCES TO OTHER PARAGRAPHS IN PREVIOUS ADDENDA.

         Listed below are those paragraphs in the previous addenda that are
    interpretations or applications of the Management Agreement, the Services
    Agreement, the Trademark License Agreements or the Schedule of Definitions that
    are not listed

                                           71

    above. These serve as cross-references to facilitate finding provisions in the
    previous addenda. The number shown at the beginning of each item is the
    paragraph reference in the designated Addendum.

         Addendum I
         ----------

              3. Compliance with Retail Store and Customer Service requirements in
         smaller population centers

              14. Put of San Diego assets to Manager

         Addendum II
         -----------

              1.   Consent and Agreement ("C&A")-Related: Restrictions on Manager's
                   use of loan proceeds
              2.   C&A-Related: C&A not assignable
              3.   C&A-Related: Notices (superseded by subsequent addendum)
              4.   C&A-Related: Financing Plan (superseded by subsequent addendum)
              5.   C&A-Related: No default under Credit Agreement or Management
                   Agreement
              6.   C&A-Related: No known breach under Management Agreement
              8.   Reaffirmation of Agreements (superseded by subsequent addendum)
              9.   Counterparts (superseded by subsequent addendum)

         Addendum III
         ------------

              1.   C&A-Related: Restrictions on Manager's use of loan proceeds

         Addendum IV
         -----------

              1.   C&A-Related: Restrictions on Manager's use of loan proceeds

         Addendum V (All are related to Outsource Service Provider ("OSP") Program)
         ----------

              1.   Approval of form of agreement
              2.   Sprint PCS consent to OSPs
              3.   Criteria for OSPs
              4.   Trademark License Agreements
              5.   Inclusion in Service Area Network
              6.   Review of Offering Documents
              7.   Microwave Relocation
              9.   EBV Determination
              10.  Appeal Process if OSP not approved by Sprint PCS
              11.  Force Majeure

                                           72

              12.  Manager's indemnification obligations for acts or omissions of
                   OSP
              13.  Notices from OSP

         Addendum VI
         -----------

              1.   C&A-Related: Restrictions on Manager's use of loan proceeds
              5.   Reaffirmation of Agreements (superseded by subsequent addendum)
              7.   Expiration of limited remedies period
              9.   C&A-Related: Financing Plan (superseded by subsequent addendum)
              10.  Counterparts (superseded by subsequent addendum)

         Addendum VII
         ------------

              1.   C&A-Related: Restrictions on Manager's use of loan proceeds
              3.   Financing Plan (superseded by subsequent addendum)
              4.   Reaffirmation of Agreements (superseded by subsequent addendum)
              5.   Counterparts (superseded by subsequent addendum)

         Addendum VIII
         -------------

              1.   Spectrum-swap related: Modification of buildout plan (superseded
                   by subsequent addendum)
              3.   Spectrum-swap related: Change in spectrum frequency ranges
                   (superseded by subsequent addendum)
              4.   Spectrum-swap related: Build-out schedule (superseded by
                   subsequent addendum)
              5.   Spectrum-swap related: Microwave relocation (superseded by
                   subsequent addendum)
              6.   Spectrum-swap related: Consideration for entering into swap
                   (superseded by subsequent addendum)
              7.   Spectrum-swap related: Expenses of swap (superseded by subsequent
                   addendum)
              9.   Notice addresses (superseded by subsequent addendum)
              11.  Counterparts (superseded by subsequent addendum)

         Addendum IX
         -----------

              1.   Spectrum-swap related: Superseding certain sections of Addendum
                   VIII
              3.   Spectrum-swap related: Change in spectrum range
              4.   Spectrum-swap related: Buildout schedule
              6.   Spectrum-swap related: Consideration for entering into swap

                                           73

              7.   Spectrum-swap related: Expenses of swap
              8.   Spectrum-swap related: Counterparts (superseded by subsequent
                   addendum)

         Addendum X (initial simplified pricing addendum)
         ------------------------------------------------

              None (all superseded by Addendum XI).

         Addendum XI
         -----------

              None (all superseded by this Addendum).

                                           74

    C. OTHER PROVISIONS.

         1. MANAGER AND SPRINT PCS' REPRESENTATIONS. Manager and Sprint PCS each
    represents and warrants that its respective execution, delivery and performance
    of its obligations described in this Addendum have been duly authorized by
    proper action of its governing body and do not and will not violate any material
    agreements to which it is a party. Each of Manager and Sprint PCS also
    represents and warrants that there are no legal or other claims, actions,
    counterclaims, proceedings or suits, at law or in arbitration or equity, pending
    or, to its knowledge, threatened against it, its Related Parties, officers or
    directors that question or may affect the validity of this Addendum, the
    execution and performance of the transactions contemplated by this Addendum or
    that party's right or obligation to consummate the transactions contemplated by
    this Addendum.

         2. REAFFIRMATION OF SPRINT AGREEMENTS. Each of the undersigned reaffirms in
    their entirety the Management Agreement, the Services Agreement and the
    Trademark License Agreements, together with their respective rights and
    obligations under those agreements.

         3. COUNTERPARTS. This Addendum may be executed in one or more counterparts,
    including facsimile counterparts, and each executed counterpart will have the
    same force and effect as an original instrument as if the parties to the
    aggregate counterparts had signed the same instrument.

                [THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY.]

                                           75

         The parties have caused this Addendum XII to be executed as of the date
    first above written.

                                          SPRINT SPECTRUM L.P.

                                          By: /s/ Steve Nielsen
                                              -------------------------------------
                                              Name:  Steve Nielsen
                                              Title: SVP Finance

                                          WIRELESSCO, L.P.

                                          By: /s/ Steve Nielsen
                                              -------------------------------------
                                              Name:  Steve Nielsen
                                              Title: SVP Finance

                                          SPRINT COMMUNICATIONS
                                          COMPANY L.P.

                                          By: /s/ Tom Murphy
                                              -------------------------------------
                                              Name:  Tom Murphy
                                              Title: Senior Vice President -
                                                     Corporate Communication &
                                                     Brand Management

                                          TEXAS TELECOMMUNICATIONS, LP
                                          a Texas limited partnership

                                          By: ALAMOSA DELAWARE GP, L.L.C.
                                              a Delaware limited liability company,
                                              as the sole general partner

                                              By: /s/ David E. Sharbutt
                                                  ---------------------------------
                                                  David E. Sharbutt
                                                  President

                                           76

                                                                          SCHEDULE 1

    Program Requirement 3.5.2 dated August 13, 2002, and labeled "Exhibit 3.5.2
    Program Requirement for Voluntary Resale of Products and Services By Voluntary
    Resellers Under the Private Label Solutions Program" is amended by replacing the
    title, preamble and general terms with the following, and by deleting all
    attachments:

                 PROGRAM REQUIREMENT FOR RESALE OF PRODUCTS AND SERVICES
                                           BY
                   RESELLERS UNDER THE PRIVATE LABEL SOLUTIONS PROGRAM

                                        (5/1/04)

         Sprint PCS' Resale Program ("RESALE PROGRAM") is described in Section 3.5.2
    of the Sprint PCS Management or Affiliations Agreement and consists of this
    Program Requirement 3.5.2 (the "PROGRAM REQUIREMENT 3.5.2") and separate
    attachments to the Program Requirement 3.5.2 ("Attachment(s)"). Each Attachment
    is a separate Resale Program and includes a specific list of companies with
    which Sprint PCS contracts to sell Sprint PCS Products and Services under brand
    names other than the Brands.

         "Capitalized terms used and not otherwise defined in this Program
    Requirement 3.5.2 have the meaning ascribed to them in the Schedule of
    Definitions in the Management or Affiliations Agreement. Section and Exhibit
    references are to Sections and Exhibits of the Management or Affiliations
    Agreement unless otherwise noted.

         "As used in this Program Requirement "NPA-NXX" of Manager or Affiliate
    means a NPA-NXX in the Service Area of that Manager or Affiliate or an
    equivalent identifier, such as a network access identifier (NAI).

    GENERAL TERMS

    Unless otherwise specified, the Program Requirements outlined below apply to the
    resellers set forth in the Attachments.

         1. PRODUCTS AND SERVICES OFFERED. Sprint PCS may from time to time limit
    the Sprint PCS Products and Services that are provided to resellers. Manager
    will provide to resellers those Sprint PCS Products and Services that Sprint PCS
    provides to the resellers, and Manager will support products and services
    offered resellers in the same fashion that Manager supports similar Sprint PCS
    Products and Services.

         2. INFORMATION AND MINS. Manager will allow Sprint PCS access to
    information necessary to bill resellers, including Call Detail Records and basic
    provisioning information. For purposes of clarification, all such information
    will constitute "Confidential Information" for purposes of the Management
    Agreement. Neither Sprint PCS nor Manager will have access to

                                           77

    resellers' end-users' personal information. Sprint PCS will administer NPA-NXXs
    available for resellers in a manner substantially the same as the MIN allocation
    process in place for Sprint PCS owned markets. Sprint PCS will provide resellers
    with an unbranded coverage map and zip code information for the Manager's
    service area(s) substantially the same as the coverage map and zip code
    information provided for Sprint PCS owned service areas.

         3. CONTACTS AND DISPUTES. Manager will direct any questions or disputes
    regarding a reseller or resale arrangement to the designated representative(s)
    within the Management Agreement and will not contact the resellers directly. Any
    disputes between Manager and Sprint PCS regarding a resale arrangement will be
    resolved under the terms of the Management Agreement.

         4. PRICING: SIX-SECOND INCREMENT BILLING. For all QuickNet Connect (QNC)
    data and other traffic on the Manager's Service Area Network for which Sprint
    PCS bills a reseller in six-second increments or some other incremental
    measurement other than one-minute ("OTHER INCREMENT"), Sprint PCS will settle
    with Manager in six-second increments or such Other Increment, as applicable.
    Billed charges (per call or event) that result in fractional cents may be
    rounded up to the next whole cent.

         5. SPRINT 3G DATA SERVICE. In addition to reselling certain Sprint PCS
    Products and Services under brand names other than the Brands, some resellers
    are also permitted to sell Sprint's 1XRTT advanced multimedia data services and
    premium services associated with the PCS Vision service ("SPRINT 3G DATA
    SERVICE") using the Sprint and PCS Vision service marks. If Manager specifically
    consented to a reseller's use of the Brands in selling Sprint 3G Data Service in
    the Manager's Service Area, the Manager will be compensated for Sprint 3G Data
    Service as follows:

         The revenue for Sprint 3G Data Service sold by resellers using
         the Brands to reseller subscribers having an NPA-NXX of Manager
         will be treated as Billed Revenue under the Management Agreement.
         Billed Revenue will be based on reseller specific Sprint 3G Data
         Service pricing set forth in Attachment 1.1 to Program
         Requirement 3.5.2. From time to time, Sprint may amend the rates
         charged to Voluntary Resellers for Sprint 3G Data Service.

         6. SHORT MESSAGE SERVICE (SMS). For SMS messages on the Manager's network
    used by subscribers of Voluntary Resellers with an NPA-NXX of Manager, Manager
    will be compensated at the rate set forth in Attachment 1.2 to Program
    Requirement 3.5.2, which may be amended from time to time in accordance with the
    Management Agreement. For SMS messages used by subscribers of Voluntary
    Resellers with an NPA-NXX of Manager, there will be no compensation either paid
    or owed when such subscribers are traveling outside of the Manager's Service
    Area.

         SMS messages means circuit-switched short alphanumeric messages on a
    Voluntary Reseller subscriber's handset.

                                           78

         7. FUTURE SERVICES. If Sprint PCS elects to enter into resale arrangement
    with any then existing resellers or new resellers for any services other than
    those services described in the current Attachments to this Program Requirement
    3.5.2 ("FUTURE SERVICES"), Manager is not required to activate subscribers for
    the Future Services with an NPA-NXX of Manager until the next available opt out
    date. If Manager does not elect to opt out of a Future Services at the first opt
    out date following the date that Manager is notified in writing of the resale
    arrangement for Future Services, Manager must allow the then existing resellers
    of the Future Services and all future resellers of the Future Services to
    activate subscribers with an NPA-NXX of Manager and Manager must support those
    resellers of Future Services throughout the term of their resale arrangements
    with Sprint PCS, including any renewal or phase out periods. Sprint PCS will
    compensate Manager for the resale of Future Services at rates to be established
    in future Attachments to Program Requirement 3.5.2, as amended from time to time
    in accordance with the Management Agreement, which rates will be communicated in
    writing to Manager in advance.

                                           79

                     ATTACHMENT NO. 1.0 TO PROGRAM REQUIREMENT 3.5.2

                                     RESALE PROGRAM

    This Attachment No. 1.0 to Program Requirement 3.5.2 contains the list of
    resellers included in the Resale Program as of April 1, 2004.

    RESELLERS
                                                            Effective   Renewal     Renewal
                                                            Date        Date        Period *
                                                            ----        ----        --------

    Vartec Telecom, Inc. (Excel)                            9/15/2000   12/15/2003    3 Years
    ZefCom, L.L.C. (Telespire)                              11/17/2000  11/17/2003  3/31/2006
    Working Assets Funding Service, Inc.(Working Assets)    12/1/2001   12/31/2003    3 Years
    Wherify Wireless, Inc. (Wherify Wireless)               1/7/2002    1/7/2005
    QUALCOMM Incorporated (Qualcomm / GlobalTracs)          1/8/2002    1/8/2005
    Star Number, Inc. (Liberty Wireless)                    8/2/2002    8/2/2005
    Telco Group, Inc. (STI Mobile)                          2/25/2003   2/25/2006
    TRANZACT (Sears Connect)                                3/21/2003   3/21/2006
    Hal Inc. (U-Mobile PCS)                                 6/12/2003   6/12/2006
    Wireless Retail Inc. (Airlink Mobile)                   6/17/2003   6/17/2006
    Phonetec, L.P. (PhoneTec)                               6/26/2003   6/26/2006
    Qwest Wireless, LLC (Qwest)                             8/3/2003    3/3/2009
    TracFone Wireless, Inc. (TracFone)                      1/22/2004   1/22/2007

    * If applicable.  Not including phase out periods.

    Attachment No. 1.0 to Program Requirement 3.5.2 will be updated as new resellers
    enter into a resale arrangement with Sprint PCS.

                                           80

                     ATTACHMENT NO. 1.1 TO PROGRAM REQUIREMENT 3.5.2

                             SPRINT 3G DATA SERVICE PRICING

    A) QWEST WIRELESS

    Listed below are the Qwest monthly recurring charges ("MRC") and Adjustment
    Rates for Sprint 3G Data Service. Qwest will be billed the following MRC and
    Adjustment Rate for each subscriber that uses any Qwest service enabled by
    Sprint 3G Data Service.

    HANDSET DATA SERVICE

    Data Transport/Web Browsing/Third Party Instant Messaging

              o    MRC                 $8.10 (unlimited)

              o    Adjustment Rate     $0.002 per Kb

    ADJUSTMENT RATE:

    On a monthly basis, Sprint will calculate (as described below) the Sprint
    average kilobytes per retail handset subscriber ("SAKPS") and the Qwest average
    kilobytes per handset subscriber ("QAKPS"). If the QAKPS exceeds the SAKPS,
    Sprint will charge Qwest an amount equal to the difference between the SAKPS and
    the QAKPS multiplied by the total number of End users, multiplied by the
    Adjustment Rate detailed above.

    Sprint will calculate SAKPS by using the total number of kilobytes generated by
    Sprint retail handset end users divided by the average number of Sprint retail
    handset end users for the previous fiscal quarter. For example, the SAKPS for
    May will be divided by the average number of Sprint retail handset end users for
    the 1st fiscal quarter (January-March).

    Average number of Sprint retail handset end users for the quarter is equal to
    the beginning number of Sprint retail handset end users plus the ending number
    of Sprint retail handset end users, divided by two.

    QAKPS is equal to the total number of kilobytes generated by Qwest handset End
    Users divided by the average number of Qwest handset End Users for the previous
    fiscal quarter.

    AVERAGE NUMBER OF QWEST HANDSET END USERS FOR THE QUARTER IS EQUAL TO THE
    BEGINNING NUMBER OF QWEST HANDSET END USERS PLUS THE ENDING NUMBER OF QWEST
    HANDSET END USERS, DIVIDED BY TWO.

    In making the calculations described in this section, PDAs, "smart phones" and
    other similar devices along with air cards will not be considered "handsets" as
    that term is used therein.

    THE PRICING IN THIS ATTACHMENT NO. 1.1 TO PROGRAM 3.5.2 IS SUBJECT TO CHANGE AS
    SPRINT RETAIL PRICES OR INCLUDED SERVICES CHANGE.

                                           81

                     ATTACHMENT NO. 1.2 TO PROGRAM REQUIREMENT 3.5.2

                              SHORT MESSAGE SERVICE PRICING

    Unless otherwise specified in this Attachment 1.2 to Program Requirement 3.5.2,
    Manager will be compensated at the rates listed below by Voluntary Reseller.

    Short Message Service Rate:      $0.0246 per SMS message

    Qwest SMS Rate:                  $0.0110 per SMS message

                                           82

                                      EXHIBIT 10.3

    100% AFFILIATE RETAINED AMOUNTS

             Roaming Revenue
             International Roaming Credits
             Affiliate Equip Sale On Acct

    100% SPRINT PCS RETAINED AMOUNTS

             Accrued Sales Taxes
             Accrued Federal Excise Taxes
             Collected Insurance

                                           83

                                        EXHIBIT 1

                      ILLUSTRATIVE CALCULATION FOR CASH SETTLEMENT

    CASH SIMPLIFICATION

    ILLUSTRATIVE ONLY
    -----------------

                                                                                    MONTHLY
                                                                           --------------------------

    WRITE-OFFS                                                                $  1,235

    BILLED REVENUE                                                             $10,350
    CUSTOMER CREDITS                                                              (970)
                                                                           ---------------
    NET BILLED REVENUE                                                        $  9,380         82.5%
    CUSTOMER EQUIPMENT CREDITS                                                     (66)        -0.6%
    100% AFFILIATE RETAINED AMOUNTS                                                235          2.1%
    100% SPRINT PCS RETAINED AMOUNTS                                             1,479         13.0%
    CUSTOMER EQUIPMENT CHARGES                                                     175          1.5%
    E911 SURCHARGES                                                                 65          0.6%
    WIRELESS LOCAL NUMBER PORTABILITY CHARGES                                       26          0.2%
    USF CHARGES                                                                     74          0.7%
                                                                           --------------------------
    AMOUNT BILLED (NET OF CUSTOMER CREDITS)                                    $11,368        100.0%

    FEE CALCULATION
    ---------------

    NET BILLED REVENUE                                                        $  9,380
    ALLOCATED WRITE-OFF                                                         (1,019)
                                                                           ---------------
                                                                              $  8,361
                                                                                    92%
                                                                           ---------------
    FEE BASED ON BILLED REVENUE                                               $  7,692

    100% AFFILIATE RETAINED AMOUNTS                                           $    235
        ALLOCATED WRITE-OFF                                                        (26)
    PHASE II E911 SURCHARGES                                                        53
        ALLOCATED WRITE-OFF                                                         (6)
    WIRELESS LOCAL NUMBER PORTABILITY CHARGES                                        2
        ALLOCATED WRITE-OFF                                                         (0)
    CUSTOMER EQUIPMENT CREDITS                                                     (66)
        ALLOCATED WRITE-OFF                                                          7
    WRITE-OFF FOR CUSTOMER EQUIPMENT CHARGES                                       (19)
                                                                           ---------------
                                                                              $    180

    TOTAL                                                                     $  7,872

                                           84

                                     Schedule 2.1.1

                                       -SECTION A-

    PRESENTLY OFFERED CCPU SERVICES - Activity Applied as % to Sprint PCS
    reported CCPU

    3G Fees
    A/P Backhaul/Facility Disputes
    Affiliate Utilities
    ATM Soft Hand Off
    Bank Fees
    BI Performance Services - Initiation
    BI Performance Services - Maintenance
    Bid Cost
    Billing
    Check Free
    Clarify Maintenance Fee
    CO Usage
    Collection Agency Fees
    Conferences
    Costs associated with rollout of new products and services
    Credit Card Processing/Fees
    Customer Care
    Customer Solutions - Mature Life
    Directory Assistance
    DS3
    E - Commerce PT
    Enhanced Voicemail
    Entrance Facility Expenses (Includes Terminating/Trunking Charge)
    Ford Revenue
    Ford Telematics
    Gift Card Payable
    Gift Card Receivable
    Hal Riney Ad Kit
    High Speed Remote Access Server
    ICS Clearing House Costs (Includes Illuminet, Roaming Clearing House, and TSI)
    IMT Charges
    Interconnection
    Inter-Machine Trunk
    IT (Includes E-Commerce)
    LD Verification
    LIDB / CNAM
    Local Loop, COC, ACF, IXC, etc. (National Platform Expense - Local Loop Cost,
         Central Office Connection (COC), access Coordination Fee (ACF),
         Co-Location Charges, and Inter Exchange Carrier (IXC) Charges)
    Lockbox 261
    MCI Disconnect Adjusted
    National Platform - COA
    National Platform Disputes
    National Platform (2G) (Includes Voice Activated Dialing)

                                           85

    NATIONAL PLATFORM COMPONENT
    FCAPS (FAULT, CONFIGURATION, ACCOUNTING, PERFORMANCE, SECURITY)
         Capital Projects
         Expense Projects
         Circuit Expense
         CLOH
         Labor
         Forecasts

    IN (INTELLIGENT NETWORK)
         Capital Expense
         Expense Projects
         Circuit Expense
         CLOH
         Labor
         Forecasts

    OSSN
         Capital Expense
         Expense Projects
         Circuit Expense
         CLOH
         Labor
         Forecasts

    3G
         Capital Projects
         Expense Projects
         Circuit Expense
         CLOH
         Labor
         Forecasts

    OPERATOR SERVICE
         Vendor Fee

    WIRELESS WEB
         Capital Projects
         Expense Projects
         Circuit Expense
         CLOH
         Labor
         Forecasts

    MESSAGING
         Capital Projects
         Expense Projects
         Circuit Expense
         CLOH
         Labor

                                           86

         Forecasts

    VAD
         Capital Projects
         Expense Projects
         Circuit Expense
         CLOH
         Labor
         Forecasts

    VOICE MAIL
         Capital
         Expense Projects
         Circuit Expense
         CLOH
         Labor
         Forecasts

    SOFTWARE MAINTENANCE
         Openwave
         Hewlett Packard
         Comverse
         Marconi
         Lucent
         Commworks
         Four Corners
         Other Vendors (39)

    Northwest Frequent Flyer
    Premium Vision Services
    PreNet
    Pricing
    Pro Text Messaging Plan
    Ringers & More (Includes SBF and PT fees)
    Roadside Rescue
    Sprint Synch Services
    Telecheck Charge
    Telematics
    Text Messaging Plan
    TSC Usage
    Type 1 Affiliate Long Distance
    Voice Command Web
    Wireless Web

                                       -SECTION B-

    PRESENTLY OFFERED CPGA SERVICES - Activity Applied as % to Sprint PCS
    reported CPGA

    500 Minute Promotion Credit

                                           87

    Activations - Customer Solutions
    Activations - E-Commerce (Includes On Line (Web) Activations)
    Activations - Telesales
    Credit Check Fee
    Customer Solutions - Early Life
    Demo Phones
    EarthLink
    Hal Riney Service
    Handset Logistics
    Handset Obsolesence Fee and Carrying Costs
    Local/Indirect Commission
    Marketing Collateral Destruction
    NAM/CAM
    One Sprint
    Telesales
    PGA Expenses
    PLS Commission
    SmartWorks Printing

                                                  -SECTION C-

    PRESENTLY OFFERED CCPU SERVICES - Activity Settled Separately

    Affiliate Project Authorizations
    Long Distance
    E911 Phase I Revenue
    Microwave Clearing
    Roaming
    Software Fees
    Sprint Local Telephone Usage
    Taxes Paid on Behalf of Type III Affiliates
    Tower Lease
    Travel Revenue and Expense
    Upgrade Commission - 2 Step Channel
    Vendor Usage-Based Charges on New Products
    Wholesale Revenue and Expense

                                       -SECTION D-

    PRESENTLY OFFERED CPGA SERVICES -Activity Settled Separately

    3G Device Logistics Fee
    3rd Party Spiffs
    Accessory Margin
    Commissions - National 3rd Party
    Commissions - Other 3rd Party
    Coop Advertising - Local 3rd Party
    Coop Advertising - National 3rd Party
    Handset returns
    Handset subsidies
    Handsets

                                           88

    Marketing Collateral (excluding destruction)
    Meeting Competition Fund
    RadioShack Promos (Includes RadioShack Golden Quarter, Jumpstart, Relaunch,
         Sprint to Vegas, and Break the Bank)
    Rebate Administrative Expense
    Rebates
    Reciprocal Retail Store Cost Recovery
    Sprint LDD Commission
    Third Party Promotions
    Upgrade Commission - RadioShack

                                           89