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

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

                                   DATED JUNE 14, 2004

    MANAGER: SOUTHWEST PCS, L.P.

    SERVICE AREA BTAS:

             OKLAHOMA          OKLAHOMA CITY #329
                                 (SERVICE AREA IS LIMITED)
                               TULSA #448
                                 (SERVICE AREA IS LIMITED)
                               LAWTON-DUNCAN #248
                               MUSKOGEE #311
                               ENID #130
                               ARDMORE #019
                               STILLWATER #433
                               ADA #004
                               MCALESTER #267
                               PONCA CITY #354
                               BARTLESVILLE #031

             KANSAS            SALINA #396
                               HUTCHINSON #200
                                 (SERVICE AREA IS LIMITED)
                               MANHATTAN #275
                               EMPORIA #129

             ARKANSAS          FORT SMITH #153
                               FAYETTEVILLE #140
                               LITTLE ROCK #257
                                 (SERVICE AREA IS LIMITED)
                               RUSSELLVILLE #387

             TEXAS             WICHITA FALLS #473

             This Addendum VII (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 July 10, 1998 by the same parties to this Addendum.

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

             (1) Addendum I dated July 10, 1998,
             (2) Addendum II dated April 30, 1999,
             (3) Addendum III dated March 7, 2001,
             (4) Addendum IV dated March 30, 2001,
             (5) Addendum V dated September 12, 2003, and
             (6) Addendum VI 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.

             The parties entered into Addendum VI dated March 26, 2004, but the
    parties acknowledge that Addendum VI 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,

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         o   Southwest PCS, L.P. Addendum VII,

         o   Texas Telecommunications, LP Addendum XII, and

         o   Washington Oregon Wireless LLC Addendum VIII.

    (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 VI, 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.

                      (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).

                                           3

                      (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.

                      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

                                           4

             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:

                               (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

                                           5

             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 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

                                           6

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

             2. INTERCONNECTION [ADDM VI, 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

                                           7

             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 VI, 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 [ADDM IV,SS.5; ADDM VI, 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) Exhibit 1.7 attached to Addendum VI supersedes and replaces Exhibit
    1.7 attached to Addendum IV to the Management Agreement.

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

                      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:

                                           8

                                        (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.

                               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

                                           9

             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 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

                                           10

                               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.

             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.

                                           11

                      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 VI, 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"),

                               (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:

                                           12

                                        (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 time
             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 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 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

                                           13

             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. EXPANSION OF SERVICE AREA [ADDM IV, SS.3]. The parties agree to
    expand the definition of Service Area into the Little Rock, Arkansas (BTA 257)
    and Russellville, Arkansas (BTA 387) as described in the revised Exhibit 2.1
    Build-out Plan attached to Addendum IV.

             8. REVISED BUILD-OUT PLAN [ADDM IV,SS.22]. Section 2.1 is supplemented
    with the following language:

                      (A) OPERATIONAL AND NETWORK READINESS.

                      Manager will achieve "Operational and Network Readiness," as
             defined below, for the remaining build out of the Service Areas in the
             Little Rock and Russellville BTAs according to the build-out schedule
             below. Specifically, coverage along Interstate 40 extending East on
             Interstate 40 from Wiederkehr Village through Clarksville, Lamar,
             Knoxville, London, Russellville, Pottsville, and Atkins in the
             Russellville, Arkansas BTA 387 to a meet point with Sprint PCS within
             the Little Rock, Arkansas BTA 257. The build-out in Little Rock BTA 257
             is limited to coverage along Interstate 40 in Conway County through
             Morrilton up to Sprint PCS meet point at Plumerville. This schedule,
             together with the revised Exhibit 2.1 attached to Addendum IV, replaces
             Exhibit 2.1 of the "Management Agreement."

                                           14

                       ------------------------- ---------------------
                            Cascade Number            COMPLETION
                                                         DATE
                       ------------------------- ---------------------
                              LR03SW251                12/01/01
                       ------------------------- ---------------------
                              LR03SW252                12/01/01
                       ------------------------- ---------------------
                              LR03SW253                12/01/01
                       ------------------------- ---------------------
                              LR03SW254                12/01/01
                       ------------------------- ---------------------
                              LR03SW255                12/01/01
                       ------------------------- ---------------------
                              LR03SW256                12/01/01
                       ------------------------- ---------------------
                              LR03SW257                12/01/01
                       ------------------------- ---------------------
                              LR03SW261                12/01/01
                       ------------------------- ---------------------
                              LR03SW262                12/01/01
                       ------------------------- ---------------------
                              LR03SW263                12/01/01
                       ------------------------- ---------------------
                              LR03SW258                12/01/01
                       ------------------------- ---------------------

                      "OPERATIONAL AND NETWORK READINESS" and "OPERATIONAL AND
             NETWORK READY" mean that the 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's approval to launch each of the cell sites with Cascade
             Numbers LR03SW251, LR03SW252, LR03SW253, LR03SW254, LR03SW255,
             LR03SW256, LR03SW257, LR03SW261, LR03SW262, LR03SW263, LR03SW258
             (individually a "CELL SITE" and collectively the "CELL SITES").

                      (B) PENALTY.

                      The Manager will pay a penalty for each Cell Site that is not
             Operational and Network Ready on or before December 1, 2001 (the
             "COMPLETION DATE"). Cell sites must be Operational and Network Ready in
             a sequential manner to ensure contiguous coverage with existing markets
             and to prevent the creation of service gaps in the Service Area.

                      The penalty amount equals the amount set forth on the
             following Penalty Table opposite the appropriate range of number of
             days from and including the Completion Date to and including the date
             of Operational and Network Readiness for any Cell Site that was not
             Operational and Network Ready on or before its respective Completion
             Date (the "PENALTY AMOUNT").

                                      PENALTY TABLE

                 ----------------------- -----------------------------
                 Penalty Period          Penalty Amount Per Cell Site
                 ----------------------- -----------------------------
                 6-60 days past the      $15,676.23
                 Completion Date
                 ----------------------- -----------------------------
                 61-90 days past the     Additional $10,450.82

                                           15

                 ----------------------- -----------------------------
                 Completion Date
                 ----------------------- -----------------------------
                 91-120 days past the    Additional $5,225.40
                 Completion Date
                 ----------------------- -----------------------------
                 121-150 days past the   Additional $15,676.23
                 Completion Date
                 ----------------------- -----------------------------
                 151-180 days past the   Additional $15,676.23
                 Completion Date
                 ----------------------- -----------------------------

                      The parties may agree to adjust the Penalty Amount if (i) the
             Manager has completed less than all of the Cell Sites described in
             section 22(a) of Addendum IV; (ii) Sprint PCS determines that the
             Manager has met the coverage requirements, as detailed in the revised
             Exhibit 2.1 Build-out Plan attached to Addendum IV; and (iii) Sprint
             PCS determines that the Manager has met the current Sprint PCS RF
             Standards for coverage, as defined in Exhibit 7.2 Sprint PCS Technical
             Program Requirements (the "RF STANDARDS"). The Parties agree that to
             the extent additional sites are necessary to meet the Exhibit 2.1
             Build-out Plan and those cites are not Operational and Network Ready by
             the Completion Date, the penalties set forth in the Penalty Table above
             will be assessed to the Manager based on the incremental number of
             sites needed to meet the Build-out Plan.

                      (C) PAYMENT OF PENALTY AMOUNTS.

                         (i)   Manager will pay the Penalty Amount for each Cell
                               Site on or before the first day of each penalty
                               period, as set forth in the Penalty Table above in
                               section 1(b) of Addendum IV, for any Cell Site that
                               is not Operational and Network Ready on or before its
                               respective Completion Date (the "ASSESSMENT DATE").

                         (ii)  Manager will also owe Additional Interest on any
                               Penalty Amount not paid on or before the Assessment
                               Date, which Additional Interest is payable on the
                               next Assessment Date for that Cell Site in the same
                               manner as the Penalty Amounts (e.g., timing). If
                               there is no additional Assessment Date with respect
                               to a Cell Site, the Additional Interest will be
                               payable at the time the Penalty Amount for that Cell
                               Site is paid.

                         (iii) Manager will pay the Penalty Amounts in cash.
                               Payments of cash will be made via wire transfer
                               instructions provided to Manager by Sprint PCS.
                               Sprint PCS's setoff right set forth in section 10.6
                               of the Management Agreement applies to these Penalty
                               Amounts and Additional Interest.

                      (D) EVENT OF TERMINATION; WAIVER OF CURE RIGHTS.

                                           16

                         (i)   If Manager does not achieve Operational and Network
                               Readiness for a Cell Site by midnight on the 90-Day
                               Threshold, Manager will be in breach of a material
                               term of the Management Agreement. Accordingly, Sprint
                               PCS may declare an Event of Termination under the
                               Management Agreement, and Manager waives any right to
                               a cure period set forth in section 11.3.3.

                         (ii)  If Sprint PCS does not declare in writing an Event of
                               Termination within ten Business Days after the 90-Day
                               Threshold, Sprint PCS waives its right to declare an
                               Event of Termination based on Manager's failure to
                               achieve Operational and Network Readiness for that
                               Cell Site until the 180-Day Threshold. If Manager
                               does not achieve Operational and Network Readiness
                               for a Cell Site by the 180-Day Threshold, Manager
                               will be in breach of a material term of the
                               Management Agreement. Accordingly, Sprint PCS may
                               declare an Event of Termination under the Management
                               Agreement, and Manager waives any right to a cure
                               period set forth in section 11.3.3.

                      (E) DEFINITIONS.

                               "90-DAY THRESHOLD" means the date 90 calendar days
                      after the respective Cell Site Completion Date.

                               "180-DAY THRESHOLD" means the date 180 calendar days
                      after the respective Cell Site Completion Date.

                               "ADDITIONAL INTEREST" means the sum of the products
                      of (A) each Penalty Amount, multiplied by (B) Prime Rate
                      (adjusted as and when changes in the Prime Rate occur) plus
                      five percent (5%), multiplied by (C) the number of calendar
                      days from and including the respective Assessment Date to and
                      including the date paid, divided by 365.

                               "CHANGE OF CONTROL TRANSACTION" means a transaction
                      that results in a Change of Control, as defined in the
                      Management Agreement.

             9. EXCLUSIVITY OF SERVICE AREA [ADDM IV,SS.7]. In section 2.3 and the
    Schedule of Definitions, the phrase "wireless mobility communications network"
    is replaced by the phrase "Wireless Mobility Communications Network".

             10. COVERAGE ENHANCEMENT [ADDM IV,SS.8 AND ADDM VI, SS.10]. Section 2.5
    is replaced by the following language:

                                           17

                      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 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.

                                           18

             11. LONG DISTANCE PRICING [ADDM VI, SS.11]. Section 9 of Addendum IV 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-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).

                                           19

                      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 V 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 V,
             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, 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.

                                           20

             12. VOLUNTARY RESALE OF PRODUCTS AND SERVICES [NEW]. Section 10 of
    Addendum IV 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 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,

                                           21

             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.

             13. INTRA-LATA CALLS AND BACKHAUL SERVICES [ADDM VI, SS.13].
    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
                               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

                                           22

             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 V is signed and the agreement was not made in
             anticipation of this agreement or Addendum V, 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.

             14. SPRINT PCS ROAMING AND INTER SERVICE AREA PROGRAM REQUIREMENTS
    [ADDM VI, SS.14]. 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").

             15. CHANGES TO PROGRAM REQUIREMENTS [ADDM VI, SS.15]. (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:

                      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

                                           23

             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'
             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

                                           24

             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 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.

                                           25

                      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 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

                                           26

             agreement), unless otherwise identified by Sprint PCS within 120 days
             after the date of Addendum V.

                      (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 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.

             16.      FEES [ADDM VI, SS.16; REVISED BY THIS ADDENDUM]. (a) Article
    10 of the Management Agreement is amended and restated in its entirety to read
    as follows:

                                        10. FEES

                                           27

                      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").

                               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.

                                           28

                               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 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

                                           29

             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).

                               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".

                                           30

                               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
             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;

                                           31

                                        (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 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):

                                           32

                                        (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, 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

                                           33

             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 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

                                           34

             Customer Voice and 2G Data Fee for arrangements between Sprint PCS and
             resellers in existence 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).

                                        10.4.1.33G 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.

                                           35

                               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 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

                                           36

             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 V, 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.

                               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.

                                           37

                      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.

                      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.

                                           38

                      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
             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.

                                           39

                      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.

                      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.

                                           40

                               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 V (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 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.

                                           41

                      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-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.

                                           42

                      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
             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

                                           43

             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.

                      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

                                           44

             Services Agreement or any other agreements with Sprint PCS or a Related
             Party of Sprint PCS.

             17. TERMINATION RIGHTS [ADDM VI, SS.17]. Section 11.3.7 is deleted, and
    all references in the agreement to section 11.3.7 are also deleted.

             18. NON-TERMINATION OF AGREEMENT [ADDM IV,SS.13]. 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.

             19. BUSINESS VALUATION [ADDM IV,SS.21]. A new subsection 11.7.4(f) is
    added:

                      (f) In the event the Entire Business Value of the Manager is
             being determined, the entire value of any Operating Asset may be
             allocated among the Manager and one or more of the Other Affiliates,
             where appropriate, but the sum of the values attributed to that
             Operating Asset in determining the Entire Business Value of the Manager
             and the Other Affiliates shall not exceed the value of that Operating
             Asset if it were used to calculate only the Manager's Entire Business
             Value (i.e. "double counting" is prohibited).

             20. AUDIT [ADDM VI, SS.20]. 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.

                                           45

                               (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 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.

             21. SHARING CONFIDENTIAL INFORMATION WITH LENDERS [ADDM IV,SS.14].
    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

                                           46

             confidential in accordance with an agreement at least as restrictive as
             section 12.2.

             22. NOTICES [ADDM IV,SS.25 AND ADDM VI, SS.22]. (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.

                      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.

                                           47

                      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:

                               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:

                               Southwest PCS, L.P.
                               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

                                           48

                               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

             23. FORCE  MAJEURE [ADDM VI, SS.23]. The second paragraph of section
    17.9.3 is amended and restated in its entirety to read as follows:

                      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.

             24. GOVERNING LAW, JURISDICTION AND CONSENT TO SERVICE OF PROCESS
    [ADDM VI, SS.24]. Section 17.12 of the Management Agreement is replaced with the
    following language:

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

                                           49

                               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.

                               (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.

             25. TRANSFER OF SPRINT PCS NETWORK [ADDM IV, SS.15]. 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.

             26. ANNOUNCED TRANSACTIONS [ADDM IV, SS.16].  Section 17.24 is deleted.

                                           50

             27. ADDITIONAL TERMS AND PROVISIONS [ADDM IV,SS.17 AND ADDM VI, SS.27].
    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 addenda to Sprint PCS Management Agreement attached hereto and
             incorporated herein 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 telephone services (section 3.4)) are described on Exhibit
             17.25, and photocopies of any such written agreements have been
             delivered to Sprint PCS.

             28. FEDERAL CONTRACTOR COMPLIANCE [ADDM IV, SS.18]. A new section
    17.28, the text of which is attached as Exhibit A to Addendum IV, 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.

             29. CROSS-DEFAULT [ADDM IV,SS.19]. A new section 17.29 is added:

                               17.29 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 Texas Telecommunications, L.P.,
                      a Texas limited partnership, Alamosa Wisconsin Limited
                      Partnership, a Wisconsin limited partnership, Washington
                      Oregon Wireless LLC, a Delaware limited liability company, or
                      Alamosa Missouri, LLC, a Missouri 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 the Manager of the same
                      provision of the applicable Sprint Agreement to which the
                      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 the Manager is a party as if the same
                      breach or Event of Termination had occurred under such Sprint
                      Agreement. The Manager has no right to cure any breach or
                      Event of Termination with respect to an Other Affiliate. 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.

             30. PERFORMANCE/PAYMENT OF OTHER AFFILIATES' OBLIGATIONS
    [ADDM IV,SS.20]. A new section 17.30 is added:

                               17.30 PERFORMANCE/PAYMENT OF OTHER AFFILIATES'
                      OBLIGATIONS. To induce the Sprint Parties to enter into the
                      Consent and Agreement with Citicorp, Manager absolutely and

                                           51

                      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 the Manager.

             31. FINANCIAL INFORMATION [ADDM VI, SS.31; REVISED BY THIS ADDENDUM]. A
    new section 17.31 is added to the Management Agreement:

                      17.31 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

             32. NON-EXCLUSIVE SERVICE [ADDM  VI,SS.32]. 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 services identical or similar to those to be made available or
             provided to Manager under this agreement.

             33. CHANGES TO ARTICLE 2 [ADDM VI, SS.33; 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

                                           52

             provide all or none of the Services. For purposes of clarification, as
             of the Effective Date of Addendum V 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 based on CCPU
             Services and CPGA Services as set forth in section 3.2.

                               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 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.

                                           53

                               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.

             34. CHANGES TO ARTICLE 3 [ADDM VI, SS.34; REVISED BY THIS ADDENDUM].
    Article 3 of the Services Agreement is amended and restated in its entirety to
    read as follows:

                                  3. FEES FOR SERVICES

                      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

                                           54

             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 VII 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 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

                                           55

             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 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

                                           56

                      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 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

                                           57

             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.

                               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.

                                           58

                               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.

                               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.

                                           59

                      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.

             35. AUDIT [ADDM VI, SS.35]. 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 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.

                                           60

                      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.

             36. NOTICES [ADDM VI, SS.36]. 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.

                      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.

                                           61

                      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.

             37. ENTIRE AGREEMENT; AMENDMENTS [ADDM VI, SS.37]. 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.

             38. FORCE MAJEURE [ADDM VI, SS.38]. 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
             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

                                           62

                                        (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.

             39. GOVERNING LAW, JURISDICTION AND CONSENT TO SERVICE OF PROCESS [ADDM
    VI, SS.39]. 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 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.

                                           63

                      Nothing in this agreement shall affect the right of a party to
                      serve process in another manner permitted by law.

                              TRADEMARK LICENSE AGREEMENTS

             40. NOTICES [ADDM VI, SS.40]. 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.

                      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.

             41. GOVERNING LAW [ADDM VI, SS.41]. 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.

             42. JURISDICTION [ADDM VI, SS.42]. Section 15.13 of each of the
    Trademark License Agreements is replaced by the following language:

                      15.13    Jurisdiction; Consent to Service of Process.

                                           64

                               (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

             43. DELETED DEFINITION [ADDM VI, SS.43]. The definition of "Available
    Services" is deleted.

             44. ADDITIONAL, AMENDED OR SUPPLEMENTED DEFINITIONS [ADDM VI, SS.44;
    REVISED BY THIS ADDENDUM]. The following definitions are new or amended, unless
    otherwise indicated:

                      "ADDITIONAL INTEREST" [ADDM IV, SS.22] has the meaning set
             forth in section 2.1 of the Management Agreement.

                      "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.

                                           65

                      "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.

                      "ASSESSMENT DATE" [ADDM IV, SS.22] has the meaning set forth
             in section 2.1 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.

                      "CELL SITE(S)" [ADDM IV, SS.22] has the meaning set forth in
             section 2.1 of the Management Agreement.

                      "CHANGE OF CONTROL TRANSACTION" [ADDM IV, SS.22] has the
             meaning set forth in section 2.1 of the Management Agreement.

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

                                           66

                      "COMPLETION DATE" [ADDM IV, SS.22] has the meaning set forth
             in section 2.1 of the Management Agreement.

                      "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

                                           67

                                        (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.

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

                                           68

                      "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.

                      "90-DAY THRESHOLD" [ADDM IV, SS.22] has the meaning set forth
             in section 2.1 of the Management Agreement.

                      "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.

                      "180-DAY THRESHOLD" [ADDM IV, SS.22] has the meaning set forth
             in section 2.1 of the Management Agreement.

                      "OPERATIONAL AND NETWORK READY" and "OPERATIONAL AND NETWORK
             READINESS" [ADDM IV, SS.22] have the meaning set forth in section 2.1
             of the Management Agreement.

                      "OTHER AFFILIATES" [ADDM IV, SS.19] has the meaning set forth
             in section 17.29 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.

                      "PENALTY AMOUNT" [ADDM IV, SS.22] has the meaning set forth in
             section 2.1 of the Management Agreement.

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

                      "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.

                                           69

                      "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.

                      "RF STANDARDS" [ADDM IV, SS.22] has the meaning set forth in
             section 2.1 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
             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.

                                           70

                      "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.

                      "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.

                                           71

                      "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.

                                           72

    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 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 - superseded by Addendum IV
             ----------

             Addendum II - superseded by Addendum IV
             -----------

             Addendum III - superseded by Addendum IV
             ------------

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

                      1.       Restatement of Management Agreement
                      2.       Restatement of Schedule of Definitions
                      4.       Use of Loan Proceeds
                      6.       Financing Plan
                      12.      Expiration of Limited Remedies Period
                      23.      Enforceability
                      24.      Consent and Agreement ("C&A") Not Assignable
                      26.      Reaffirmation of Sprint Agreements
                      27.      Counterparts

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

                  None (superseded by Addendum VI)

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

                  None (superseded by this Addendum VII)

                                           73

    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 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.]

                                           74

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

                                                SPRINT SPECTRUM L.P.

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

                                                SPRINTCOM, INC.

                                                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

                                           75

                                                SOUTHWEST PCS, L.P.
                                                an Oklahoma limited partnership

                                                By:  SWGP, L.L.C.
                                                     an Oklahoma limited liability
                                                     company, as its general partner

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

                                           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

                                           77

    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 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.

                                           78

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

             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

                                           85

    National Platform (2G) (Includes Voice Activated Dialing)

    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

                                           86

             Labor
             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

                                           87

    500 Minute Promotion Credit
    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

                                           88

    Handsets
    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