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

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

                                   DATED JUNE 14, 2004

    MANAGER:          ALAMOSA MISSOURI, LLC (formerly known as Roberts Wireless
                      Communications, LLC)

    SERVICE AREA BTAS:

    Missouri          Cape Girardeau # 66
                      Columbia # 90
                      Jefferson City # 217
                      Joplin # 220
                      Kirksville # 230
                      Poplar Bluff # 355
                      Rolla # 383
                      St. Joseph # 393
                      Sedalia # 414
                      Springfield # 428
                      West Plains # 470

    Kansas            Pittsburg # 349
                      Kansas City # 226
                               (Atchison County, KS only)

    Illinois          Carbondale # 67
                      Quincy    # 367

                      This Addendum XII (this "ADDENDUM") contains amendments to the
    Sprint PCS Management Agreement, the Sprint PCS Services Agreement, the Sprint
    Trademark and Service Mark License Agreement and the Sprint Spectrum Trademark
    and Service Mark License Agreement, each of which was entered into on June 8,
    1998 by the same parties to this Addendum.

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

                      (1)      Addendum I dated June 8, 1998,
                      (2)      Addendum II dated October 6, 1998,
                      (3)      Addendum III dated January 21, 1999,

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                      (4)      Addendum IV dated September 8, 1999,
                      (5)      Addendum V dated February 22, 2000,
                      (6)      Addendum VI dated May 5, 2000,
                      (7)      Addendum VII dated July 27, 2000,
                      (8)      Addendum VIII dated February 14, 2001,
                      (9)      Addendum IX dated November 29, 2002,
                      (10)     Addendum X dated September 12, 2003, and
                      (11)     Addendum XI dated March 26, 2004.

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

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

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

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

         o    Alamosa Missouri, LLC Addendum XII,

         o    Alamosa Wisconsin Limited Partnership Addendum XI,

         o    Southwest PCS, L.P. Addendum VII,

         o    Texas Telecommunications, LP Addendum XII, and

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         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. UPDATED SPRINT PARTIES [ADDM XI,SS.1]. Recital A is amended to read as
    follows:

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

         2. EXPANDED SERVICE AREA [ADDM VI,SS.1]. The Manager's Service Area
    includes the Kansas City BTA (Atchison County, KS only) BTA No. 226.

         3. VENDOR PURCHASE AGREEMENT - SOFTWARE FEES [ADDM XI,SS.2; 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.

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              (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).

              (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

                                           4

         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 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.

                                           5

              (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 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

                                           6

                        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 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

                                           7

                   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.

         4. INTERCONNECTION [ADDM XI,SS.4]. Section 1.4 is amended and restated in
    its entirety to read as follows:

              If Manager desires to interconnect a portion of the Service Area
         Network with another carrier and Sprint PCS can interconnect with that
         carrier at a lower rate, then to the extent that applicable laws, tariffs
         and agreements permit, Sprint PCS will use commercially reasonable efforts
         to arrange for the interconnection under its agreements with the carrier
         within a commercially reasonable period. Sprint PCS will bill the
         interconnection fees to Manager at actual cost.

         5. FORECASTING [ADDM XI,SS.5]. 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.

         6. REVISED FINANCING PLAN [ADDM XI, SS.6; REVISED BY THIS ADDENDUM].
    Exhibit 1.7 attached to Addendum XI supersedes and replaces Exhibit 1.7 attached
    to Addendum IX to the Management Agreement.

         7. INFORMATION [ADDM XI,SS.7]. 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

                                           8

              to Reseller Customers in the Service Area Network, if the access,
              monitoring, recording or receipt of the information is accomplished in
              a manner that:

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

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

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

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

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

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

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

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

                   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

                                           9

              Agreements, so long as the use would be in accordance with those
              agreements if those agreements were still in effect.

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

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

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

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

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

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

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

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

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

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

                        (ii) Sprint PCS no longer maintains,

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

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

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

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

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

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

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

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

              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

                                           11

              upon notice to Manager, including by posting the copies or relevant
              terms and conditions to a secure website to which Manager has access.
              Once each calendar year and from time to time when a change is
              effected to any relevant term or condition, Manager may request copies
              of the agreements that are not posted to the secure website or whose
              relevant terms and conditions are not posted to the secure website.

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

         8. MOST FAVORED NATION [ADDM XI,SS.8; 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

                                           12

              Management Agreement or Services Agreement of the 3M-pops Manager, and

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

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

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

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

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

                   If Manager does not notify Sprint PCS in this 30-day 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

                                           13

              addendum and notify Sprint PCS if Manager determines any inaccuracies
              are reflected in the new addendum. Sprint will correct those
              inaccuracies and provide a corrected new addendum to Manager within 10
              Business Days after Manager's notification.

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

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

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

         9. REVISED BUILDOUT PLAN [ADDM VII,SS.1]. Section 2.1 is supplemented with
    the following language:

              (a) REVISED EXHIBITS. Exhibit 2.1 attached to Addendum VII supersedes
         and replaces Exhibit 2.1 attached to Addendum V. Exhibit 2.1 includes:

                   (i)  Buildout Plan Map which distinguishes between the Minimum
                        Launch Footprint (as defined below) and Full Buildout
                        Coverage;

                   (ii) Buildout Plan Table which distinguishes between the Minimum
                        Launch Footprint (as defined below) and the Full Buildout
                        Coverage and sets forth the Contractual Launch Date and Full
                        Buildout Date for each A Market and B Market; and

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                   (iii) Buildout Plan Description.

              (b) PENALTY, HARD LAUNCH

              Each penalty described in this subsection will begin accruing at 12:01
         am (Kansas City time) on the date six calendar days after the Contractual
         Launch Date set forth in Exhibit 2.1 for that respective market (each a
         "PENALTY DATE").

              The A Markets Penalty Amount equals the amount set forth on the
         following Penalty Table opposite the appropriate range of number of days
         from and including the Contractual Launch Date to and including the date of
         the latest A Market to achieve Hard Launch.

              The B Markets Penalty Amount equals the amounts set forth on the
         following Penalty Table opposite the appropriate range of number of days
         from and including the Full Buildout Date to and including the date of each
         B Market to achieve Hard Launch. The B Markets Penalty Amount is the sum of
         each individual B Market that launches past the respective Contractual
         Launch Date; each individual B Market has a separate penalty amount.

                                HARD LAUNCH PENALTY TABLE

    ------------------------------------ ------------------------------------ -----------------------------------
              Penalty Period                  A Markets Penalty Amount            B Markets Penalty Amounts
    ------------------------------------ ------------------------------------ -----------------------------------

    6-60 days past the Contractual       3% of Available EBV                  1% of Available EBV multiplied by
    Launch Date                                                               the Proration Factor for each B
                                                                              market
    ------------------------------------ ------------------------------------ -----------------------------------
    61-90 days past the Contractual      5% of Available EBV                  1.5% of Available EBV multiplied
    Launch Date                                                               by the Proration Factor for each
                                                                              B market
    ------------------------------------ ------------------------------------ -----------------------------------
    91-120 days past the Contractual     6% of Available EBV                  2% of Available EBV multiplied by
    Launch Date                                                               the Proration Factor for each B
                                                                              market
    ------------------------------------ ------------------------------------ -----------------------------------
    121-150 days past the Contractual    9% of Available EBV                  3% of Available EBV multiplied by
    Launch Date                                                               the Proration Factor for each B
                                                                              market
    ------------------------------------ ------------------------------------ -----------------------------------
    151-180 days past the Contractual    12% of Available EBV                 4% of Available EBV multiplied by
    Launch Date                                                               the Proration Factor for each B
                                                                              market
    ------------------------------------ ------------------------------------ -----------------------------------

              (c) PENALTY, FULL BUILDOUT.

              Each penalty described in this subsection will begin accruing at 12:01
         am (Kansas City time) on the date six calendar days after the Full Buildout
         Date set forth in Exhibit 2.1 for that respective market (each also a
         "PENALTY DATE").

              The A Markets Penalty Amount equals the amount set forth on the
         following Penalty Table opposite the appropriate range of number of days
         from

                                           15

         and including the Full Buildout Date to and including the date of the
         latest A Market to achieve Full Buildout Coverage.

              The B Markets Penalty Amount equals the amounts set forth on the
         following Penalty Table opposite the appropriate range of number of days
         from and including the Full Buildout Date to and including the date of each
         B Market to achieve Full Buildout Coverage. The B Markets Penalty Amount is
         the sum of each individual B Market in which Full Buildout Coverage occurs
         past the respective Full Buildout Date; each individual B Market has a
         separate penalty amount.

                               FULL BUILDOUT PENALTY TABLE

    ------------------------------------ ------------------------------------ -----------------------------------
              Penalty Period                  A Markets Penalty Amount            B Markets Penalty Amounts
    ------------------------------------ ------------------------------------ -----------------------------------

    6-60 days past the Contractual       1.5% of Available EBV                .5% of Available EBV multiplied
    Launch Date                                                               by the Proration Factor for each
                                                                              B market
    ------------------------------------ ------------------------------------ -----------------------------------
    61-90 days past the Contractual      2.5% of Available EBV                .75% of Available EBV multiplied
    Launch Date                                                               by the Proration Factor for each
                                                                              B market
    ------------------------------------ ------------------------------------ -----------------------------------
    91-120 days past the Contractual     3% of Available EBV                  1% of Available EBV multiplied by
    Launch Date                                                               the Proration Factor for each B
                                                                              market
    ------------------------------------ ------------------------------------ -----------------------------------
    121-150 days past the Contractual    4.5% of Available EBV                1.5% of Available EBV multiplied
    Launch Date                                                               by the Proration Factor for each
                                                                              B market
    ------------------------------------ ------------------------------------ -----------------------------------
    151-180 days past the Contractual    6% of Available EBV                  2% of Available EBV multiplied by
    Launch Date                                                               the Proration Factor for each B
                                                                              market
    ------------------------------------ ------------------------------------ -----------------------------------

              (d) PAYMENT OF PENALTY AMOUNTS.

                  (i)    Manager will pay the aggregate penalty amounts on or before
                         the date five business days after the date the last A
                         Market or B Market achieves Full Buildout Coverage (the
                         "ASSESSMENT DATE").

                  (ii)   If the Assessment Date occurs prior to both March 31, 2001
                         and the closing of a Change of Control Transaction, the
                         Assessment Date will be extended to the earlier of (a) the
                         date that a Change of Control Transaction closes or (b)
                         five business days after the Entire Business Value of
                         Manager, as determined in accordance with the Management
                         Agreement, is determined (which earlier date is the
                         "PAYMENT DATE").

                                           16

                  (iii)  Manager will also owe Additional Interest on the individual
                         penalty amounts, which Additional Interest is payable in
                         the same manner as the penalty amounts (e.g., timing and
                         form of payment).

                  (iv)   Manager will pay the aggregate penalty amounts in cash or
                         in Manager Shares, at Sprint PCS's election. Payments of
                         cash will be made via wire transfer instruction provided to
                         Manager by Sprint PCS.

                  (v)    If the Assessment Date has not occurred as of the date of
                         the closing of a Change of Control Transaction, Manager
                         will place Manager Shares in escrow for the benefit of
                         Sprint PCS in an amount sufficient to cover the penalty
                         amounts.

              (e) WAIVER OF CURE RIGHTS.

                  (i)    If Manager does not achieve Hard Launch or Full Buildout
                         Coverage, as applicable, in a market 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 meet a
                         Contractual Launch Date or Full Buildout Date, as
                         applicable, until the 180-Day Threshold. If Manager does
                         not achieve Hard Launch or Full Buildout Coverage, as
                         applicable, in a market 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.

              (f) DEFINITIONS.

                                           17

              "90-DAY THRESHOLD" means the date 90 calendar days after the
         Contractual Launch Date or the Full Buildout Date, as applicable, for a
         respective A Market or B Market.

              "180-DAY THRESHOLD" means the date 180 calendar days after the
         Contractual Launch Date or the Full Buildout Date, as applicable, for a
         respective A Market or B Market.

              "A MARKETS" means Springfield (BTA #428), Joplin (BTA #220) and Cape
         Girardeau (BTA #66).

              "ADDITIONAL INTEREST" means the sum of the products of (a) each
         individual penalty amount, multiplied by (b) 14% per annum, multiplied by
         (c) the number of calendar days from the respective Penalty Date to the
         Payment Date, inclusive, divided by 365.

              "AVAILABLE EBV" means either:

                  (i)    if no Change of Control Transaction has closed by March 31,
                         2001, 80% of Entire Business Value of Manager, as
                         determined in accordance with the Management Agreement,
                         except that the Manager will pay all of the costs of
                         determining Entire Business Value, which includes, but is
                         not limited to, the cost of all parties' appraisers
                         (Available EBV will be determined as of a date, no later
                         than April 12, 2001 and completed by May 30, 2001); or

                  (ii)   if a Change of Control Transaction closes on or before
                         March 31, 2001, 80% of the product of (a) 13,500,000
                         multiplied by (b) the closing share price of publicly
                         issued equity of Alamosa Holdings, Inc. on the date of the
                         closing of the Change of Control Transaction.

              "B MARKETS" means Rolla (BTA #383), Poplar Bluff (BTA #355),
         Carbondale (BTA #67), Quincy/Hannibal (BTA #367), and Kirksville (BTA
         #230).

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

              "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

                                           18

         the chief financial officer of Sprint PCS or if none, the individual
         serving in that capacity.

              "CONTRACTUAL LAUNCH DATE" means the date set forth on the Buildout
         Plan Table portion of Exhibit 2.1.

              "FULL BUILDOUT COVERAGE" means network coverage of the geographic area
         described in Exhibit 2.1 in which commercial Sprint PCS service is offered,
         consistent with Sprint PCS standards and Program Requirements.

              "FULL BUILDOUT DATE" means the date set forth on the Buildout Plan
         Table portion of Exhibit 2.1.

              "HARD LAUNCH" means, for each market, that (i) Manager has met all
         Sprint PCS standards and Program Requirements for operational and network
         readiness (which includes but is not limited to completion of the OPAC
         checklist, OPAC process, test plans, coverage definition, assessment of
         site readiness, network optimization, operational and systems readiness
         assessment by the Sprint PCS Operational Readiness Team); (ii) Manager has
         handset inventory, training completed and point-of-sale materials for
         Sprint PCS, Sprint PCS National Third Party and local third party retail
         outlets in the Minimum Launch Footprint to meet reasonably expected
         subscriber demand; (iii) Manager markets and sells Sprint PCS Products and
         Services through mass advertising (i.e., print, radio and television
         media); (iv) the Minimum Launch Footprint is complete; and (v) Manager has
         met all Sprint PCS soft launch criteria which means (a) systems are up and
         functioning, stores are operational (and open), and activations can occur,
         (b) soft launch typically occurs one week after network ready date, and one
         week before Hard Launch, (c) activations of friendly accounts may occur,
         but any store traffic is strictly unsolicited; (d) launch-related hiring
         and training should be completed prior to soft launch.

              "MANAGER SHARES" are defined as the number of shares calculated by
         multiplying (i) the percentage of Manager's told equity equivalent to the
         penalty amount (i.e., the percentage calculated by dividing the dollar
         amount of the penalty by the dollar amount of Manager's total equity) by
         (ii) either (a) the membership interests of Manager, of no Change of
         Control Transaction has closed by March 31, 2001, or (b) the number of
         shares granted to Manager's members as consideration for their interests in
         Manager as a result of such change of control, if a Change of Control
         Transaction closes on or before March 31, 2001.

              "MINIMUM LAUNCH FOOTPRINT" means the geographic area described in
         Exhibit 2.1 in which commercial Sprint PCS service is offered, consistent
         with Sprint PCS standards and Program Requirements.

                                           19

              "PRORATION FACTOR" means a number between 0 and 1 that is calculated
         by dividing the covered pops of an individual B Market by the total covered
         pops of all B Markets, and then multiplying this amount by the Priority
         Factor, Proration Factors are set forth in Exhibit 2.1.

              "PRIORITY FACTOR" is a number between 0 and 2. Priority Factors are
         set forth in Exhibit 2.1.

         10. EXCLUSIVITY OF SERVICE AREA [ADDM VIII,SS.5]. In section 2.3 and the
    Schedule of Definitions, the phrase "wireless mobility communications network"
    is replaced by the phrase "Wireless Mobility Communications Network".

         11. COVERAGE ENHANCEMENT [ADDM XI,SS.11]. Section 2.5 is replaced by the
    following language:

              2.5 MANAGER'S RIGHT OF FIRST REFUSAL FOR NEW COVERAGE BUILD-OUT.
         Sprint PCS grants to Manager the right of first refusal to build-out New
         Coverage. Sprint PCS will give to Manager a written notice of a New
         Coverage within the Service Area that Sprint PCS decides should be
         built-out. Manager must communicate to Sprint PCS within 90 days after
         receipt of the notice whether it will build-out the New Coverage.

              If Manager decides to build-out the New Coverage then Manager and
         Sprint PCS will diligently negotiate and execute an amendment to the
         Build-out Plan and proceed as set forth in sections 2.1 and 2.2. The
         amended Build-out Plan will contain critical milestones that provide
         Manager a commercially reasonable period in which to implement coverage in
         the New Coverage. In determining what constitutes a "commercially
         reasonable period" as used in this paragraph, the parties will consider
         several factors, including local zoning processes and other legal
         requirements, weather conditions, equipment delivery schedules, the need to
         arrange additional financing, and other construction already in progress by
         Manager. Manager will construct and operate the network in the New Coverage
         in accordance with the terms of this agreement.

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

                                           20

         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.

         12. LONG DISTANCE PRICING [ADDM XI,SS.12]. 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.

                                           21

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

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

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

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

                                           22

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

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

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

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

         13. VOLUNTARY RESALE OF PRODUCTS AND SERVICES [NEW]. 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.

                                           23

         Compensation for Manager's participation in these resale arrangements will
         be paid to Manager in accordance with section 10.4.1.1(a)(i) of this
         agreement, unless compensation was otherwise negotiated between Manager and
         Sprint PCS (e.g., Virgin Mobile USA).

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

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

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

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

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

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

                   (i) Manager decides to use third parties for intra-LATA calls and
              backhaul services rather than self-provisioning the capacity or
              purchasing the capacity from Related Parties of Manager, and

                                           24

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

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

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

         15. SPRINT PCS ROAMING AND INTER SERVICE AREA PROGRAM REQUIREMENTS [ADDM
    XI,SS.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").

         16. CHANGES TO PROGRAM REQUIREMENTS [ADDM XI, 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:

                                           25

              9.3 MANAGER'S RIGHTS REGARDING CHANGES TO PROGRAM REQUIREMENTS.

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

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

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

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

                                           26

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

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

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

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

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

                                           27

         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.

              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

                                           28

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

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

              (c) Sprint PCS and Manager will in good faith attempt to mutually
         agree on how to mitigate the adverse economic impact on Manager of the
         exercise of any unilateral right of Sprint PCS under this agreement, the
         Services Agreement and either Trademark License Agreement to the extent
         Manager believes such change will have a significant adverse economic
         impact on Manager's operations, except with respect to changes involving
         Sprint PCS National or Regional Distribution Program Requirements. For
         purposes of clarification, the parties intend the preceding sentence to
         obligate them to a robust discussion and open

                                           29

         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.

         17. FEES [ADDM XI,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

              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)

                                           30

         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.

                   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

                                           31

         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 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

                                           32

         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".

                        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.

                                           33

                        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;

                        (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

                                           34

              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):

                        (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

                                           35

                   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
              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.

                                           36

                   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 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;

                                           37

                   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).

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

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

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

                        The process for resetting the fees is as follows:

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

                             (ii) Manager may escalate the discussion to the Chief
                        Financial Officer of Sprint PCS or Sprint PCS may escalate
                        the discussion to Manager's Chief Executive

                                           38

                        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 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.

                                           39

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

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

              10.5 TAXES AND PAYMENTS TO THE GOVERNMENT. Manager will pay or
         reimburse Sprint PCS for any sales, use, gross receipts or similar tax,
         administrative fee, telecommunications fee or surcharge for taxes or fees
         that a governmental authority levies on the fees and charges payable by
         Sprint PCS to Manager.

              Manager will report all taxable property to the appropriate taxing
         authority for ad valorem tax purposes. Manager will pay as and when due all
         taxes, assessments, liens, encumbrances, levies and other charges against
         the real estate and personal property that Manager owns or uses in
         fulfilling its obligations under this agreement.

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

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

              10.6 UNIVERSAL SERVICE FUNDS.

                                           40

                        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.

              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

                                           41

         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.

              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.

                                           42

                               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.

                               10.12.3 TRANSITION OF PAYMENT METHODS. (a) Sprint PCS
             and Manager wish to conduct an orderly transition from making weekly
             payments to Manager based on Collected Revenues to weekly payments
             based on Billed Revenue. The method of calculating the weekly payments
             will change on the first day of the calendar month after the Effective
             Date of Addendum X (the "TRANSITION DATE"). The weekly amounts paid to
             Manager during the calendar month before the Transition Date and on the
             first Thursday after the Transition Date will be based on the Collected

                                           43

             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.

                      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

                                           44

             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.

                      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.

                                           45

                      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 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

                                           46

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

                                           47

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

         19. BUSINESS VALUATION [ADDM VIII,SS.4]. 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 such Operating Asset in determining the
                      Entire Business Value of the Manager and the Other Affiliates
                      shall not exceed the value of such Operating Asset if it were
                      used to calculate only the Manager's Entire Business Value
                      (i.e. "double counting" is prohibited).

         20. AUDIT [ADDM XI,SS.19]. Section 12.1.2 is amended and restated in its
    entirety to read as follows:

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

                               (a) If the audit shows that Sprint PCS was underpaid
                      then, unless the amount is contested, Manager will pay to
                      Sprint PCS the amount of the underpayment within 10 Business
                      Days after Sprint PCS gives Manager written notice of the
                      underpayment determination.

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

                      The auditing party will pay all costs and expenses related to
             the audit unless the amount owed to the audited party is reduced by
             more than

                                           48

             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. NOTICES [ADDM IV,SS.5 AND ADDM XI,SS.20]. (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.

                                           49

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

                               (A) clearly indicate that intent,

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

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

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

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

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

             For all entities comprising Sprint PCS:

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

                      with a copy to:

                               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

                                           50

             For Manager:

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

                      with a copy to:

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

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

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

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

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

         22. FORCE MAJEURE [ADDM XI,SS.21]. 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:

                                           51

                                        (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.

         23. GOVERNING LAW, JURISDICTION AND CONSENT TO SERVICE OF PROCESS [ADDM
    XI,SS.22]. Section 17.12 of the Management Agreement is replaced with the
    following language:

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

                               17.12.1 GOVERNING LAW. The internal laws of the State
             of Kansas (without regard to principles of conflicts of law) govern the
             validity of this agreement, the construction of its terms, and the
             interpretation of the rights and duties of the parties.

                               17.12.2  JURISDICTION; CONSENT TO SERVICE OF PROCESS.

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

                               (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

                                           52

                      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.

         24. TRANSFER OF SPRINT PCS NETWORK [ADDM VIII,SS.9]. 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.

         25. CROSS-DEFAULT [ADDM VIII,SS.2 AND ADDM IX,SS.2]. A new section 17.26 is
    added to the Management Agreement:

                      17.26 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, Southwest PCS, L.P., an Oklahoma limited partnership, or
             Washington Oregon Wireless LLC, a Delaware limited liability company,
             or their respective successors or assigns (collectively the "OTHER
             AFFILIATES") also constitutes a breach or Event of Termination, as the
             case may be, by Manager of the same provision of the applicable Sprint
             Agreement to which Manager is a party, and the Sprint Parties (as that
             term is defined in the Consent and Agreement) shall have the same
             rights under the Sprint Agreements and the Consent and Agreement to
             which Manager is a party as if the same breach or Event of Termination
             had occurred under such Sprint Agreement. 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.

         26. PERFORMANCE/PAYMENT OF OTHER AFFILIATES' OBLIGATIONS [ADDM VIII,SS.3].
    A new section 17.27 is added to the Management Agreement:

                                           53

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

         27. FEDERAL CONTRACTOR COMPLIANCE [ADDM XI, SS.26; REVISED BY THIS
    ADDENDUM]. A new section 17.28, the text of which is attached as Exhibit A to
    Addendum X, 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.

         28. FINANCIAL INFORMATION [ADDM XI,SS.27; REVISED BY THIS ADDENDUM]. A new
    section 17.29 is added to the Management Agreement:

                               17.29 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

         29. NON-EXCLUSIVE SERVICE [ADDM XI,SS.28]. 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.

         30. CHANGES TO ARTICLE 2 [ADDM XI,SS.29; REVISED BY THIS ADDENDUM]. Article
    2 of the Services Agreement is amended and restated in its entirety to read as
    follows:

                                       2. SERVICES

                                           54

                      2.1      SERVICES.

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

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

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

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

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

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

                                        (i) notify Manager in writing a reasonable
                               time before discontinuing the Service, except Sprint
                               will notify Manager at least 9 months before Sprint
                               plans to discontinue a significant Service (e.g.,
                               billing, collection and customer care).

                                        (ii) discontinue the Service to all Other
                               Managers.

                                           55

             If Manager determines within 90 days after receipt of notice of
             discontinuance that it wants to continue to receive the Service, Sprint
             Spectrum will use commercially reasonable efforts to:

                                        (a) help Manager provide the Service itself
                               or find another vendor to provide the Service, and

                                        (b) facilitate Manager's transition to the
                               new Service provider.

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

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

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

         31. CHANGES TO ARTICLE 3 [ADDM XI,SS.30; REVISED BY THIS ADDENDUM]. (a)
    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.

                                           56

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

                      3.2      FEES FOR SERVICES.

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

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

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

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

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

                               The process for resetting the amounts is as follows:

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

                                           57

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

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

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

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

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

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

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

                                           58

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

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

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

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

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

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

                                           59

    refund of fees already paid, Sprint PCS may pay the amount to Manager or Sprint
    PCS, in its sole discretion, may credit the amount of the refund against any
    amounts Manager then owes to Sprint PCS. If Sprint PCS chooses to pay the
    refund, it will make the payment at the time it sends the notice to Manager; If
    Sprint PCS chooses to credit the refund, it will in the notice indicate the
    amounts owing to which the credit will be applied. If Manager owes Sprint PCS
    additional fees Manager will pay those fees to Sprint PCS within 10 days after
    receipt of the notice.

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

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

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

                               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

                                           60

             margins, reciprocal retail store cost recovery) that are listed in
             sections C and D of Schedule 2.1.1.

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

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

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

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

                               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

                                           61

             accessory inventory consist of actual inventory invoice costs less any
             volume incentive rebates and price protection credits that Sprint
             Spectrum or its Related Parties receive from a vendor.

                      3.3 LATE PAYMENTS. Any payment due under this section 3 that
             Manager fails to pay to Sprint Spectrum in accordance with this
             agreement will bear interest at the Default Rate beginning (and
             including) the 6th day after the due date stated on the invoice until
             (and including) the date on which the payment is made.

                      3.4 TAXES. Manager will pay or reimburse Sprint Spectrum for
             any sales, use, gross receipts or similar tax, administrative fee,
             telecommunications fee or surcharge for taxes or fees that a
             governmental authority levies on the fees and charges that Manager pays
             to Sprint Spectrum or a Related Party.

         32. AUDIT [ADDM XI,SS.31]. 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.

                                           62

                      The auditing party will pay all costs and expenses related to
             the audit unless the amount owed to the audited party is reduced by
             more than 10% or the amount owed by the audited party is increased by
             more than 10%, in which case the audited party will pay the costs and
             expenses related to the audit.

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

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

         33. NOTICES [ADDM XI,SS.32]. 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.

                                           63

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

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

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

         34. ENTIRE AGREEMENT; AMENDMENTS [ADDM XI,SS.33]. 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.

         35. FORCE MAJEURE [ADDM XI,SS.34]. 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

                                           64

                        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.

         36. GOVERNING LAW, JURISDICTION AND CONSENT TO SERVICE OF PROCESS [ADDM
    XI,SS.35]. 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.

                                           65

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

                              TRADEMARK LICENSE AGREEMENTS

         37. NOTICES [ADDM XI,SS.36]. 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.

         38. GOVERNING LAW [ADDM XI,SS.37]. 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.

                                           66

         39. JURISDICTION [ADDM XI,SS.38]. Section 15.13 of each of the Trademark
    License Agreements is replaced by the following language:

                      15.13    Jurisdiction; Consent to Service of Process.

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

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

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

                                 SCHEDULE OF DEFINITIONS

         40. DELETED DEFINITION [ADDM XI,SS.39]. The definition of "Available
    Services" is deleted.

         41. ADDITIONAL, AMENDED OR SUPPLEMENTED DEFINITIONS [ADDM XI,SS.40; REVISED
    BY THIS ADDENDUM]. The following are new or amended definitions, unless
    otherwise indicated:

              "ADDITIONAL INTEREST" [ADDM VII, SS.1] 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.

                                           67

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

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

              "A MARKETS" [ADDM VII, SS.1] has the meaning set forth in section 2.1
         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 VII, SS.1] has the meaning set forth in
         section 2.1 of the Management Agreement.

              "AVAILABLE EBV" [ADDM VII, SS.1] 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.

              "B MARKET" [ADDM VII, SS.1] has the meaning set forth in section 2.1
         of the Management Agreement.

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

                                           68

              "CHANGE OF CONTROL TRANSACTION" [ADDM VII, SS.1] 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.

              "CONTRACTUAL LAUNCH DATE" [ADDM VII, SS.1] 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

                                           69

              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

                        (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.

              "FULL BUILDOUT COVERAGE" [ADDM VII, SS.1] has the meaning set forth in
         section 2.1 of the Management Agreement.

              "FULL BUILDOUT DATE" [ADDM VII, SS.1] has the meaning set forth in
         section 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.

              "HARD LAUNCH" [ADDM VII, SS.1] has the meaning set forth in section
         2.1 of the Management Agreement.

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

                                           70

              "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.

              "MANAGER SHARES" [ADDM VII, SS.1] has the meaning set forth in section
         2.1 of the Management Agreement.

              "MINIMUM LAUNCH FOOTPRINT" [ADDM VII, SS.1] has the meaning set forth
         in section 2.1 of the Management Agreement.

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

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

              "90-DAY THRESHOLD" [ADDM VII, SS.1] 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 VII, SS.1] has the meaning set forth in
         section 2.1 of the Management Agreement.

              "OTHER AFFILIATES" [ADDM VIII, SS.2 AND ADDM IX, SS.2] has the meaning
         set forth in section 17.26 of the Management Agreement.

                                           71

              "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.

              "PAYMENT DATE" [ADDM VII, SS.1] has the meaning set forth in section
         2.1 of the Management Agreement.

              "PENALTY DATE" [ADDM VII, SS.1] has the meaning set forth in section
         2.1 of the Management Agreement.

              "PRIORITY FACTOR" [ADDM VII, SS.1] 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.

              "PRORATION FACTOR" [ADDM VII, SS.1] has the meaning set forth in
         section 2.1 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.

              "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.

              "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.

                                           72

              "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.

              "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.

                                           73

              "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.

              "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" [ADDM VIII, SS.8] means a
         radio communications system operating in the 1900 MHz 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.

                                           74

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

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

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

                      1.       Potential Expansion of Service Area

             Addendum II

                      1.       Modification of Build-Out Plan
                      2.       Simultaneous Execution of Asset Sale Agreement
                      3.       Designation of Selected Services
                      4.       Completion of New BTA Builds
                      5.       Sprint LTD Coverage

             Addendum III

                      1.       Modification of Build-Out Plan
                      2.       Simultaneous Execution of Asset Sale Agreement
                      3.       Backhaul and Interconnection
                      4.       Designation of Selected Services
                      5.       Columbia, MO and Jefferson City, MO Build-Out
                      6.       Completion of Asset Transfer
                      7.       Right of Sprint PCS to Repurchase Transferred Assets
                      8.       Sprint LTD Coverage

             Addendum IV

                      1.       Modification of Build-Out Plan
                      2.       Backhaul and Interconnection
                      3.       Consent and Agreement ("C&A")-Related: Use of Loan
                               Proceeds
                      4.       C&A-Related: C&A Not Assignable
                      6.       Sale of Operating Assets or License
                      7.       C&A-Related: No Default under Credit Documents or
                               Sprint Agreements

                                           75

                      8.       Counterparts

             Addendum V

                      1.       Modification of Build-Out Plan
                      2.       Backhaul and Interconnection
                      3.       Designation of Selected Services

             Addendum VI

                      2.       Reaffirmation of Sprint Agreements
                      3.       Counterparts

             Addendum VII

                      2.       Reaffirmation of Sprint Agreements
                      3.       Counterparts

             Addendum VIII

                      1.       C&A-Related: Use of Loan Proceeds
                      6.       Expiration of Limited Remedies Period
                      7.       Revised Financing Plan
                      10.      Reaffirmation of Sprint Agreements
                      11.      Counterparts

             Addendum IX

                      1.       C&A-Related: Use of Loan Proceeds
                      3.       Financing Plan
                      4.       Reaffirmation of Sprint Agreements
                      5.       Counterparts

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

                       None (all are superseded by Addendum XI).

             Addendum XI

                       None (all are superseded by this Addendum).

                                           76

    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.]

                                           77

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

                                  SPRINT SPECTRUM L.P.

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

                                  WIRELESSCO, L.P.

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

                                  SPRINT COMMUNICATIONS COMPANY L.P.

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

                                  ALAMOSA MISSOURI, LLC
                                  a Missouri limited liability company

                                  By:  ALAMOSA HOLDINGS, LLC
                                       a Delaware limited liability company,
                                       as the sole equity holder

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

                                           78

                                                                          SCHEDULE 1

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

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

                                        (5/1/04)

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

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

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

    GENERAL TERMS

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

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

             2. INFORMATION AND MINS. Manager will allow Sprint PCS access to
    information necessary to bill resellers, including Call Detail Records and basic
    provisioning information. For purposes of clarification, all such information
    will constitute "Confidential Information" for purposes of the Management
    Agreement. Neither Sprint PCS nor Manager will have access to resellers'
    end-users' personal information. Sprint PCS will administer NPA-NXXs available
    for resellers in a manner substantially the same as the MIN allocation process
    in place for Sprint PCS owned markets. Sprint PCS will provide resellers with an
    unbranded coverage map and zip code information for the Manager's service
    area(s) substantially the same as the coverage map and zip code information
    provided for Sprint PCS owned service areas.

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

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

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

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

             6. SHORT MESSAGE SERVICE (SMS). For SMS messages on the Manager's
    network used by subscribers of Voluntary Resellers with an NPA-NXX of Manager,
    Manager will be compensated at the rate set forth in Attachment 1.2 to Program
    Requirement 3.5.2, which may be amended from time to time in accordance with the
    Management Agreement. For SMS messages used by subscribers of Voluntary
    Resellers

    with an NPA-NXX of Manager, there will be no compensation either paid or owed
    when such subscribers are traveling outside of the Manager's Service Area.

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

             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.

                     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.

                     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.

                     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

                                      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

                                        EXHIBIT 1

                      ILLUSTRATIVE CALCULATION FOR CASH SETTLEMENT

    CASH SIMPLIFICATION

    ILLUSTRATIVE ONLY

                                                                  MONTH1Y
                                                         --------------------------
    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

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

                                     SCHEDULE 2.1.1

                                       -SECTION A-

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

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

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

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

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

    OSSN
             Capital Expense
             Expense Projects
             Circuit Expense
             CLOH
             Labor
             Forecasts

    3G
             Capital Projects
             Expense Projects
             Circuit Expense
             CLOH
             Labor
             Forecasts

    OPERATOR SERVICE
             Vendor Fee

    WIRELESS WEB
             Capital Projects
             Expense Projects
             Circuit Expense
             CLOH
             Labor
             Forecasts

    MESSAGING
             Capital Projects

             Expense Projects
             Circuit Expense
             CLOH
             Labor
             Forecasts

    VAD
             Capital Projects
             Expense Projects
             Circuit Expense
             CLOH
             Labor
             Forecasts

    VOICE MAIL
             Capital
             Expense Projects
             Circuit Expense
             CLOH
             Labor
             Forecasts

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

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

                                       -SECTION B-

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

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

                                       -SECTION C-

    PRESENTLY OFFERED CCPU SERVICES - Activity Settled Separately

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

                                       -SECTION D-

    PRESENTLY OFFERED CPGA SERVICES -Activity Settled Separately

    3G Device Logistics Fee
    3rd Party Spiffs
    Accessory Margin

    Commissions - National 3rd Party
    Commissions - Other 3rd Party
    Coop Advertising - Local 3rd Party
    Coop Advertising - National 3rd Party
    Handset returns
    Handset subsidies
    Handsets
    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

                                        EXHIBIT A

             SECTION 17.28. FEDERAL CONTRACTOR COMPLIANCE. (1) The Manager will not
    discriminate against any employee or applicant for employment because of race,
    color, religion, sex, or national origin. The Manager will take affirmative
    action to ensure that applicants are employed, and that employees are treated
    during employment without regard to their race, color, religion, sex, or
    national origin. Such action shall include, but not be limited to the following:
    Employment, upgrading, demotion, or transfer; recruitment or recruitment
    advertising; layoff or termination; rates of pay or other forms of compensation;
    and selection for training, including apprenticeship. The Manager agrees to post
    in conspicuous places, available to employees and applicants for employment,
    notices to be provided setting forth the provisions of this nondiscrimination
    clause.

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

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

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

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

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

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

    result of such direction by the administering agency the Manager may request the
    United States to enter into such litigation to protect the interests of the
    United States.

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

             Attachment I

                             CERTIFICATE OF COMPLIANCE WITH
                                   FEDERAL REGULATIONS

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

    1.       Equal Opportunity
             Executive Order 11246 is herein incorporated by reference.

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

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

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

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

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

    5.       Employer Information Report (EEO-1 Standard Form 100)
             If undersigned Contractor has 50 or more employees and if this contract
             is for $10,000 or more, Contractor shall complete and file government
             Standard Form 100, Equal Employment Opportunity Employer Information
             Report EEO-1, in accordance with instructions contained therein.

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

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

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

             If the answer to any of the above is in the affirmative, Contractor
             will complete SPRINT SPECTRUM L.P. Small/Minority/Women Owned Business
             Self Certification Form. This form is available from Sprint
             Corporation's Human Resources Department..

    8.       Certification of Nonsegregated Facilities
             If this contract is expected to exceed $10,000, the undersigned
             Contractor certifies as follows:

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

    9.       Clean Air and Water
             The undersigned Contractor certifies that any facility to be used in
             the performance of this contract ___ is ___ is not listed on the
             Environmental Protection Agency List of Violating Facilities.

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

                                              CONTRACTOR:

                                              --------------------------------
                                              Company Name

                                              --------------------------------
                                              Address

                                              --------------------------------
                                              City           State         Zip

                                              By
                                                 -----------------------------
                                                 Name:
                                                      ------------------------
                                                 Title:
                                                       -----------------------