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

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

                                   DATED JUNE 14, 2004

    MANAGER: WASHINGTON OREGON WIRELESS, LLC

    SERVICE AREA BTAS:

    Bend, OR # 38
    Coos Bay-North Bend, OR # 97
    Kennewick-Pasco-Richland, WA #228
    Medford-Grants Pass, OR #288
    Klamath Falls, OR # 231
    Roseburg, OR # 385
    Walla Walla, WA-Pendleton, OR # 460
    Wenatchee, WA # 468
    Yakima, WA # 482
    Columbia River Gorge, OR # 358

         This Addendum VIII (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 January 25, 1999 by
    the same parties to this Addendum.

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

         (1)  Addendum I dated January 25, 1999,
         (2)  Addendum II dated April 12, 2000,
         (3)  Addendum III dated February 14, 2001,
         (4)  Addendum IV dated March 30, 2001,
         (5)  Addendum V dated July 19, 2002,
         (6)  Addendum VI dated September 12, 2003, and
         (7)  Addendum VII 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 VII dated March 26, 2004, but the parties
    acknowledge that Addendum VII is superseded in its entirety by this Addendum.
    The parties are executing this Addendum as of the date noted above, but this
    Addendum becomes effective on (the "EFFECTIVE DATE") either (1) March 1, 2004,
    if the parties execute all of the following addenda by June 14, 2004:

         o   Alamosa Missouri, LLC Addendum XII,

         o   Alamosa Wisconsin Limited Partnership Addendum XI,

         o   Southwest PCS, L.P. Addendum VII,

         o   Texas Telecommunications, LP Addendum XII, and

         o   Washington Oregon Wireless LLC Addendum VIII

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

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

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

                                          -2-

                                  MANAGEMENT AGREEMENT

             1. VENDOR PURCHASE AGREEMENTS - SOFTWARE FEES [ADDM VII,(SECTION)1;
    REVISED BY THIS Addendum]. Section 1.3 is amended to read as follows:

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

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

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

             Add a new section 1.3.4 as follows:

         1.3.4 SOFTWARE FEES.

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

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

             (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

                                          -3-

                 provides Sprint PCS the right to use the Vendor Software, or

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

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

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

                                          -4-

         proportion of Manager's Allocable Software Fee forecast to be due on each
         payment due date.

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

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

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

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

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

             Manager will pay Sprint PCS the Allocable Software Fee within 30 days
         after receipt of an invoice. Sprint PCS will invoice Manager only after
         Sprint 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

                                          -5-

                 PCS has obtained for itself, Manager and Other Managers a license
                 or other right to use, by

                        (ii) the quotient of:

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

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

             (f) Sprint PCS will include with the invoice for the Allocable Software
         Fee a list of the component charges, if available from the Vendor. The
         Software Fees that Sprint PCS pays to the vendor will reflect rates no
         greater than commercial rates negotiated at arms' length. For purposes of
         clarification, the parties acknowledge the vendor may insist on a
         comprehensive fee without listing each component, but rather asserting that
         the fee covers all software necessary to operate the equipment. But Sprint
         PCS will provide to Manager a description of all the features and
         functionality in reasonable detail for all Software for which Manager is to
         pay an Allocable Software Fee.

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

                        (i) notifies Sprint PCS in writing within the periods
                 allowed in section 1.3.4(d) that Manager declines to 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).

                                          -6-

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

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

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

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

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

         2. INTERCONNECTION [ADDM VII,(SECTION)2]. Section 1.4 is amended and
    restated in its entirety to read as follows:

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

         3. FORECASTING [ADDM VII,(SECTION)3]. Section 1.6 is amended and restated
    in its entirety to read as follows:

             1.6 FORECASTING. Manager and Sprint PCS will work cooperatively to
         generate mutually acceptable forecasts of important

                                          -7-

         business metrics that they agree upon. The forecasts are for planning
         purposes only and do not constitute either party's obligation to meet the
         quantities forecast.

         4. REVISED FINANCING PLAN [ADDM VII, (SECTION)4; REVISED BY THIS
    ADDENDUM]. Exhibit 1.7 attached to Addendum VII supersedes and replaces Exhibit
    1.7 attached to Addendum IV to the Management Agreement.

         5. INFORMATION [ADDM VII,(SECTION)5]. A new section 1.9 is added to the
    Management Agreement.

             1.9 ACCESS TO INFORMATION.

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

                        (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

                                          -8-

                 not result in a material breach of any agreement regarding the
                 information (e.g., national security agreements).

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

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

                   1.9.2 CUSTOMER INFORMATION. Manager is entitled to receive
         information Sprint PCS accesses, monitors, records or receives concerning
         the Service Area Network or the Customers with NPA-NXXs 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

                                          -9-

         Manager requests, then Sprint PCS will provide the requested information as
         raw data, if:

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

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

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

                   Sprint PCS owns the information regarding the Customers. Each of
         Manager and Sprint PCS may use the information obtained under this section
         1.9.2 during the term of and after termination of this agreement, the
         Services Agreement and the Trademark License Agreements so long as the use
         would be in accordance with those agreements if those agreements were still
         in effect.

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

                        (i) Manager can obtain itself in accordance with section
                 1.9.1 (if Sprint PCS has provided Manager with any 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.

                                          -10-

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

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

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

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

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

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

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

                   1.10 SUBSEQUENT AMENDMENTS TO OTHER MANAGERS' MANAGEMENT
         AGREEMENTS AND SERVICES AGREEMENTS. Manager has the right to amend the
         terms in its Management Agreement and Services

                                          -11-

         Agreement as described in this section 1.10 if during the period beginning
         on the date of this Addendum and ending December 31, 2006, any of the terms
         of a 3M-pops Manager's Management Agreement or Services Agreement are
         amended in any manner for any reason to be more favorable to the 3M-pops
         Manager than the terms of Manager's Management Agreement or Services
         Agreement are to Manager, subject to the following:

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

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

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

                        (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

                                          -12-

         other instrument containing these changes and the date of the addendum or
         other instrument. Manager then has 30 days to notify Sprint PCS that
         Manager wants the Overall Changes.

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

                   If Manager notifies Sprint PCS within the 30-day time period in
         writing that it wants the Overall Changes, Sprint PCS will prepare, execute
         and deliver to Manager an addendum reflecting the Overall Changes. The new
         addendum will have the same effective date as the addendum or the restated
         Management Agreement, Services Agreement and Trademark License Agreements
         between Sprint PCS and the 3M-pops Manager that gave rise to the new
         addendum. For purposes of clarification, if the addendum or other
         instrument between Sprint PCS and the 3M-pops Manager provides or defines a
         specific date that is the effective date of that addendum or other
         instrument then the effective date of the new addendum will be the same as
         that specific date. Manager will have 15 days to review the new addendum
         and notify Sprint PCS if Manager determines any inaccuracies are reflected
         in the new addendum. Sprint will correct those inaccuracies and provide a
         corrected new addendum to Manager within 10 Business Days after Manager's
         notification.

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

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

                                          -13-

         then Manager will execute the signed addendum as proffered to Manager
         within 10 days after Manager's receipt of the arbiter's ruling.

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

         7. MODIFICATION OF BUILD-OUT PLAN [ADDM V, (SECTION)1]. The Exhibit 2.1
    Build-Out Plan Table and Build-Out Plan Map is hereby superseded and replaced by
    the Exhibit 2.1 Build-Out Plan Table and Build-Out Plan Map attached to Addendum
    V.

         8. CONTINGENT COVERAGE AREAS [ADDM V,(SECTION)2]. Section 2.1 is
    supplemented with the following language:

                   (a) Description of Contingent Coverage Areas. Manager is not
         required to build-out the following partial BTA:

                        (i)     Coverage in US Highway 2 at US Highway 97
                                interchange near Leavenworth, Washington from the
                                original build commitment for Wenatchee, Washington
                                BTA to the Seattle-Tacoma, Washington BTA border
                                (the "LEAVENWORTH CONTINGENT COVERAGE AREA").

                        (ii)    Coverage along US Highway 395 within
                                Kennewich-Pasco-Richland BTA at I-90 interchange
                                northeast to Spokane, Washington BTA border (the
                                "KPR CONTINGENT COVERAGE AREA").

                   (b) Build-out and Operational and Network Readiness.

                        (i)     If Sprint PCS sends notice to Manager of a
                                commitment to build-out along US Highway 2 in the
                                Seattle-Tacoma, Washington BTA, to the Wenatchee,
                                Washington BTA border, Manager will have fourteen
                                (14) months from the date the Manager receives the
                                notice to build-out and achieve "Operational and
                                Network Readiness," as defined below, for the
                                Leavenworth Contingent Coverage Area.

                        (ii)    If Sprint PCS sends notice to Manager of a
                                commitment to build-out along US Highway 395 in the
                                Spokane, Washington BTA, Manager will have fourteen
                                (14) months from the date the Manager receives the
                                notice to build-out and achieve "Operational and
                                Network Readiness," as defined below, for the KPR
                                Contingent Coverage Area.

                                          -14-

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

         9. EXCLUSIVITY OF SERVICE AREA [ADDM III,(SECTION)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".

         10. COVERAGE ENHANCEMENT [ADDM I,(SECTION)2]. 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

                                          -15-

         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.

         11. LONG DISTANCE PRICING [ADDM VII,(SECTION)11]. Section 3 of Addendum I
    and section 5 of Addendum II are deleted. Additionally, section 3.4 of the
    Management Agreement is amended and restated in its entirety to read as follows:

             3.4 IXC SERVICES.

             3.4.1. CUSTOMER LONG DISTANCE. Sprint PCS and Manager will from time to
         time mutually define local calling areas in the Service Areas of Manager
         that Sprint PCS and Manager will use to determine when a customer will be
         billed for a "long distance call" under the applicable rate plan of the
         Customer. The parties acknowledge that these local calling areas (i) may
         change in geographic scope in response to competitive pressures or
         perceived market opportunities, and (ii) may not be able to be changed
         because of regulatory, industry, or system limitations. The parties will
         not use local calling areas to determine "long distance telephony services"
         under section 3.4.2. If the parties cannot agree on the extent of the local
         calling area they will resolve the matter through the dispute resolution
         process in section 14.

             3.4.2. LONG DISTANCE SERVICES

             (a) Required purchase. Manager must obtain (i) long-distance telephony
         services through Sprint PCS or its Related Parties to provide long-distance
         service to users of the Sprint PCS Network and (ii) telephony services
         through Sprint PCS or its Related Parties to connect the Service Area
         Network with the national platforms that Sprint PCS uses to provide
         services to Manager under this agreement or the Services Agreement. The
         term "long distance telephony service" means any inter-LATA call for
         purposes of this section 3.4.2 as it relates to long-distance telephony
         services provided to users of the Sprint PCS Network.

                                          -16-

             (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 VI 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 VI, 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.

                                          -17-

             (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.

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

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

             3.5.2 RESALE OF PRODUCTS AND SERVICES. Sprint PCS may choose to offer a
         resale product under which resellers will resell Sprint PCS Products and
         Services under brand names other than the Brands, except Sprint PCS may
         permit the resellers to use the Brands for limited purposes related to the
         resale of Sprint PCS Products and Services (e.g., to notify people that the
         handsets of the resellers will operate on the Sprint PCS Network). The
         resellers may also provide their own support services (e.g., customer care
         and billing) or may purchase the support services from Sprint PCS. Other
         terms of the resale program are governed by Program Requirement 3.5.2.

             Manager will continue to participate in any resale arrangements that,
         before April 1, 2004, Manager had opted into under the Program Requirement
         3.5.2, effective as of January 1, 2004, and before the amendment to the
         Program Requirement 3.5.2 by this Addendum, except that those resale
         arrangements will

                                          -18-

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

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

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

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

         13. NON-COMPETITION [ADDM I,(SECTION)4]. Section 3.6 is replaced with the
    following language:

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

             Within the Service Area, Manager may offer, market or promote
         telecommunications products or services only under the following brands:

             (a) Products or services with the Brands;

             (b) Other products and services approved under section 3.2;

             (c) Products or services with Manager's brand; or

             (d) Products or services with the brands of Manager's Related Parties;

                                          -19-

         except no brand of a significant competitor of Sprint PCS or its Related
         Parties in the telecommunications business may be used by Manager on these
         products and services. Within the Service Area, if a Related Party or
         Manager offers a product or service of a significant competitor of Sprint
         PCS or its Related Parties in the telecommunications business or of
         Manager, then Manager will not allow that Related Party of Manager to offer
         any Sprint PCS Products or Services.

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

         14. INTRA-LATA CALLS AND BACKHAUL SERVICES [ADDM VII,(SECTION)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

                        (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

                                          -20-

         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 VI is signed and the agreement was not made in anticipation of
         this agreement or Addendum VI, 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 VII,(SECTION)15]. The second paragraph of section 4.3 is amended to read
    as follows:

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

         16. CHANGES TO PROGRAM REQUIREMENTS [ADDM VII, (SECTION)16].

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

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

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

             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

                                          -21-

         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' 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.

                                          -22-

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

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

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

                                          -23-

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

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

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

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

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

                                          -24-

         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 VI.

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

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

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

                                          -25-

             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 VII,(SECTION)17; REVISED BY THIS ADDENDUM]. Section 5 of
    Addendum I is deleted.

         (a) Article 10 of the Management Agreement is amended and restated in its
    entirety to read as follows:

                                        10. FEES

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

             10.2 FEES.

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

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

                   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.

                                          -26-

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

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

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

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

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

                   10.2.2 OUTBOUND ROAMING FEE. Sprint PCS will pay to Manager a fee
         equal to the amount of Outbound Roaming Fees that Sprint PCS or its Related
         Parties bills to Manager Accounts, less the Allocated Write-offs for
         Outbound Roaming Fees. For purposes of clarification, Sprint PCS will
         settle separately with Manager the direct cost of providing the capability
         for the Outbound Roaming, including any amounts payable to the carrier that
         handled the roaming call and the clearinghouse operator for Outbound
         Roaming.

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

                                          -27-

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

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

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

             10.3 DEFINITIONS USED IN FEE CALCULATIONS

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

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

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

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

                        10.3.2.3 100% Affiliate Retained Amounts. The amounts
         referred to as "100% Affiliate Retained Amounts" on Exhibit

                                          -28-

         10.3, to which Manager is entitled to 100% of the amounts that Customers
         are billed for such items.

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

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

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

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

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

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

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

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

                   10.4.1 INTER SERVICE AREA FEES AND RESELLER CUSTOMER FEES.

                        10.4.1.1Inter 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

                                          -29-

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

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

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

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

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

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

                                          -30-

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

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

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

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

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

                                          -31-

                   (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.

             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

                                          -32-

         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; 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

                                          -33-

             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 Officer or Chief
                   Financial Officer if the parties do not agree on a new schedule
                   of fees within 30 days after the discussions begin.

                                          -34-

                        (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.

                   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

                                          -35-

         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 VI,
         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.

                   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

                                          -36-

         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 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.

                                          -37-

             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.

                   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

                                          -38-

         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 VI
         (the "TRANSITION DATE"). The weekly amounts paid to Manager during the
         calendar month before the Transition Date and on the first Thursday after
         the Transition Date will be based on the Collected Revenues method. The
         weekly amounts paid to Manager beginning on the second Thursday of the
         second calendar month after the Transition Date will be based on the Billed
         Revenue method described in this section 10. To effect an orderly
         transition, Sprint PCS will pay Manager for the period

                                          -39-

         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 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

                                          -40-

         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.

             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.

                                          -41-

             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 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

                                          -42-

         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.

         18. TERMINATION RIGHTS [ADDM VII,(SECTION)18]. Section 11.3.7 is deleted,
    and all references in the agreement to section 11.3.7 are also deleted.

         19. NON-TERMINATION OF AGREEMENT [ADDM II,(SECTION)8]. Sections 11.5.3 and
    11.6.4 are replaced with the following paragraphs:

                                          -43-

                   11.5.3 MANAGER'S ACTION FOR DAMAGES OR OTHER RELIEF. Manager, in
         accordance with the dispute resolution process in section 14, may seek
         damages or other appropriate relief, but such action does not terminate
         this agreement.

                   11.6.4 SPRINT PCS' ACTION FOR DAMAGES OR OTHER RELIEF. Sprint
         PCS, in accordance with the dispute resolution process in section 14, may
         seek damages or other appropriate relief, but such action does not
         terminate this agreement.

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

         21. AUDIT [ADDM VII,(SECTION)21]. Section 12.1.2 is amended and restated in
    its entirety to read as follows:

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

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

                   (b) If the audit determines that Sprint PCS was overpaid then,
             unless the amount is contested, Sprint PCS will pay to Manager the
             amount of the overpayment within 10 Business

                                          -44-

             Days after Manager gives Sprint PCS written notice of the overpayment
             determination.

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

             Sprint PCS will provide a report issued in conformity with Statement of
         Auditing Standard No. 70 "Reports on the Processing of Transactions by
         Service Organizations" ("TYPE II REPORT" or "MANAGER MANAGEMENT REPORT") to
         Manager annually. If Manager, on the advice of its independent auditors or
         its legal counsel, determines that a statute, regulation, rule, judicial
         decision or interpretation, or audit or accounting rule, policy or
         literature published by the accounting or auditing profession or other
         authoritative rule making body (such as the Securities and Exchange
         Commission, the Public Company Accounting Oversight Board or the Financial
         Accounting Standards Board) requires additional assurances beyond SAS 70,
         then Sprint PCS will cooperate with Manager to provide the additional
         assurances. Sprint PCS' independent auditors will prepare any Type II
         Report or Manager Management Report provided under this section 12.1.2 and
         will provide an opinion on the controls placed in operation and tests of
         operating effectiveness of those controls in effect at Sprint PCS over
         Manager Management Processes. "Manager Management Processes" include those
         services generally provided within this agreement, primarily billing and
         collection of revenues.

         22. SHARING CONFIDENTIAL INFORMATION WITH LENDERS [ADDM II,(SECTION)16].
    section 12.2(b)(vii) of the Management Agreement is replaced with the following
    paragraph:

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

         23. REGULATORY NOTICES (RESPONSE PERIOD) [ADDM I,(SECTION)6]. The first
    sentence of section 16.4 is amended to read as follows:

             Manager will, within 5 Business Days after its receipt, give Sprint PCS
         written notice of all oral and written communications it receives from
         regulatory authorities (including but not limited to the FCC, the FAA,
         state public service commissions, environmental authorities, and historic
         preservation authorities) and

                                          -45-

         complaints respecting Manager's construction, operation, and management of
         the Services Area Network that could result in actions affecting the
         License as well as written notice of the details respecting such
         communications and complaints, including a copy of any written material
         received in connection with such communications and complaints.

         24. REGULATORY NOTICES (COSTS) [ADDM I, (SECTION)7]. The last sentence of
    section 16.4 is replaced with the following language: "If Sprint PCS chooses to
    respond to such communications and complaints, Manager will not respond to them
    without the consent of Sprint PCS. Sprint PCS will bear the cost of responding
    to any such communications and complaints unless (1) such response is primarily
    the result of Manager's acts or omissions that constitute negligence, willful
    misconduct, or breach of any provision of this agreement (in which case Manager
    will pay the costs of Sprint PCS' response), or (2) Manager's response is not
    requested by Sprint PCS."

         25. NOTICES [ADDM V,(SECTION)5 AND ADDM VII,(SECTION)25]. (a) Section 17.1
    is amended and restated in its entirety to read as follows:

             17.1 NOTICES. (a) Any notice, payment, invoice, demand or communication
         required or permitted to be given by any provision of this agreement must
         be in writing and mailed (certified or registered mail, postage prepaid,
         return receipt requested), sent by hand or overnight courier, charges
         prepaid or sent by facsimile or email (in either instance with
         acknowledgement or read receipt received), and addressed as described
         below, or to any other address or number as the person or entity may from
         time to time specify by written notice to the other parties. Sprint PCS may
         give notice of changes to a Program Requirement by sending an email that
         directs Manager to the changed Program Requirement on the affiliate
         intranet website.

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

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

                   (A) clearly indicate that intent,

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

                                          -46-

                   (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

         For Manager:

                   Washington Oregon Wireless, LLC
                   5225 S. Loop 289
                   Suite 120
                   Lubbock, TX  79424
                   Telephone: 806-722-1100

                                          -47-

                   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

         26. FORCE MAJEURE [ADDM VII,(SECTION)26]. The second paragraph of section
    17.9.3 is amended and restated in its entirety to read as follows:

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

                        (i) any FCC order or any other injunction that any
                   governmental authority issues that impedes the party's ability to
                   comply with the covenant,

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

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

                                          -48-

                        (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.

         27. GOVERNING LAW, JURISDICTION AND CONSENT TO SERVICE OF PROCESS [ADDM
    V,(SECTION)3]. 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 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.

                                          -49-

         28. TRANSFER OF SPRINT PCS NETWORK [ADDM III,(SECTION)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.

         29. NUMBER PORTABILITY [ADDM I,(SECTION)8]. The second sentence of section
    17.17 is replaced by the following language:

         To the extent the relationship between NPA-NXX and the Service Area
         changes, Sprint PCS will develop an alternative system to attempt to assign
         customers who primarily live and work in the Service Area to the Service
         Area, in a manner that preserves the economic benefits of this agreement to
         each party.

         30. ANNOUNCED TRANSACTIONS [ADDM II,(SECTION)9]. Section 17.24 is deleted.

         31. ADDITIONAL TERMS AND PROVISIONS [ADDM II,(SECTION)10 AND ADDM VII,
    (SECTION)31]. Section 17.25 is replaced with the following paragraph:

                   17.25 ADDITIONAL TERMS AND PROVISIONS. Certain additional and
             supplemental terms and provisions of this agreement, if any, are set
             forth in the Addendum to Sprint PCS Management Agreement attached
             hereto and incorporated herein by this reference. Manager represents
             and warrants that all existing contracts and arrangements (written or
             verbal) that relate to or affect the rights of Sprint PCS or any of its
             Related Parties under this agreement (e.g., agreements relating to long
             distance telephone services (section 3.4)) are described on Exhibit
             17.25, and photocopies of any such written agreements have been
             delivered to Sprint PCS.

         32. FEDERAL CONTRACTOR COMPLIANCE [ADDM I, (SECTION)10]. A new section
    17.28, the text of which is attached to Addendum I as Exhibit A, is added to the
    agreement. For purposes of this provision, contracts and subcontracts not
    exceeding $10,000 are exempt from these requirements. However, where the
    contracts or subcontracts in any 12 month period have an aggregate value (or can
    reasonably be expected to have an aggregate total value) exceeding $10,000, the
    exemption does not apply.

         33. YEAR 2000 COMPLIANCE [ADDM I,(SECTION)11]. A new section 17.29 is added
    to the agreement:

                                          -50-

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

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

         34. CROSS-DEFAULT [ADDM III,(SECTION)2 AND ADDM IV,(SECTION)2]. A new
    section 17.30 is added:

                                          -51-

                   17.30 CROSS-DEFAULT. A breach or Event of Termination under any
             of the Sprint Agreements (as that term is defined in the Consent and
             Agreement) by Texas Telecommunications, L.P., a Texas limited
             partnership, Alamosa Missouri, LLC, a Missouri limited liability
             company, Southwest PCS, L.P., an Oklahoma limited partnership, or
             Alamosa Wisconsin Limited Partnership, a Wisconsin limited Partnership,
             or their respective successors or assigns (collectively the "OTHER
             AFFILIATES") also constitutes a breach or Event of Termination, as the
             case may be, by the Manager of the same provision of the applicable
             Sprint Agreement to which the Manager is a party, and the Sprint
             Parties (as that term is defined in the Consent and Agreement) shall
             have the same rights under the Sprint Agreements and the Consent and
             Agreement to which the Manager is a party as if the same breach or
             Event of Termination had occurred under such Sprint Agreement. The
             Manager has no right to cure any breach or Event of Termination with
             respect to an Other Affiliate. Such breach or Event of Termination by
             an Other Affiliate shall not qualify as a force majeure under the
             Sprint Agreements or the Consent and Agreement.

         35. PERFORMANCE/PAYMENT OF OTHER AFFILIATES' OBLIGATIONS [ADDM III,
    (SECTION)3]. A new section 17.31 is added:

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

         36. FINANCIAL INFORMATION [ADDM II,(SECTION)14]. A new section 17.32 is
    added to the Management Agreement:

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

                                          -52-

                                   SERVICES AGREEMENT

         37. NON-EXCLUSIVE SERVICES [ADDM VII,(SECTION)37]. 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.

         38. CHANGES TO ARTICLE 2 [ADDM VII,(SECTION)38; REVISED BY THIS ADDENDUM].
    Article 2 of the Services Agreement is amended and restated in its entirety to
    read as follows:

                                       2. SERVICES

              2.1 SERVICES.

                   2.1.1 SERVICES. Subject to the terms of this agreement, through
         December 31, 2006, Manager will obtain the services set forth on Schedule
         2.1.1 attached to this agreement ("SERVICES") from Sprint Spectrum in
         accordance with this section 2.1, and Sprint Spectrum will provide all or
         none of the Services. For purposes of clarification, as of the Effective
         Date of Addendum VI 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

                                          -53-

         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.

         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

                                          -54-

         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.

         39. CHANGES TO ARTICLE 3 [ADDM VII,(SECTION)39; REVISED BY THIS ADDENDUM].
    Section 12 of Addendum I is deleted. Article 3 of the Services Agreement is
    amended and restated in its entirety to read as follows:

                                  3. FEES FOR SERVICES

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

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

             3.2 FEES FOR SERVICES.

                   3.2.1 INITIAL PRICING PERIOD. The fees Manager will pay Sprint
         Spectrum for the CCPU Services and CPGA Services provided to Manager by or
         on behalf of Sprint Spectrum each month from the Effective Date of Addendum
         VIII 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.

                                          -55-

                   The process for resetting the amounts is as follows:

                   (a) Sprint Spectrum will give Manager proposed CCPU and CPGA
         amounts by October 31 of the calendar year before the calendar year in
         which the then current pricing period ends (e.g. if the pricing period ends
         on December 31, 2006 then the amounts have to be presented by October 31,
         2005). The proposed amounts will be based on the amount necessary to
         recover Sprint PCS' reasonable costs for providing the CCPU Services and
         CPGA Services to Manager and the Other Managers. Manager's representative
         and the Sprint PCS representative will begin discussions regarding the
         proposed CCPU and CPGA amounts within 20 days after Manager receives the
         proposed CCPU and CPGA amounts from Sprint Spectrum.

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

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

                                          -56-

             either party may submit a proposed service level agreement to binding
             arbitration under section 14.2 of the Management Agreement, excluding
             the escalation process set forth in section 14.1. If the arbitration
             concludes after January 1, 2007 the service level agreement, as agreed
             upon through the arbitration process, will be effective as of January
             1, 2007. The agreement will set forth 5 metrics for Customer-Related
             Services and will provide that Sprint Spectrum will use commercially
             reasonable efforts to meet the industry averages for those metrics as
             in effect on December 1, 2006. The 5 metrics are:

    (a)  Service Grade Rate defined as percentage of calls answered in 60 seconds or
         less after the customer enters the call queue.

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

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

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

    (e)  Past-Due Accounts Receivable Aging Rates defined as 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

                                          -57-

             Sprint Spectrum. Manager will reimburse Sprint Spectrum for transition
             and continuing operation costs in accordance with Section 3.2.4.

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

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

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

                                          -58-

         presented to Sprint Spectrum within 10 Business Days after Sprint Spectrum
         notifies Manager of its decision not to exercise the first right of refusal
         or the expiration of the 30-day period, whichever occurs first. The
         procedure set forth in this section 3.2.3 will begin again if Manager does
         not sign the agreement with the third party vendor as required in the
         preceding sentence.

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

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

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

                        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

                                          -59-

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

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

             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.

         40. AUDIT [ADDM VII,(SECTION)40]. 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

                                          -60-

         of fees (including the appropriateness of items included in
         Settled-Separately Manager Expenses), costs, expenses (including operating
         metrics referred to in this agreement and the Services Agreement relating
         to or used in the determination of Inter Service Area Fees, Reseller
         Customer Fees, CCPU Services or CPGA Services) or other charges payable in
         connection with the Service Area for the period audited. The party that
         requested the audit may decide if the audit is conducted by the other
         party's independent or internal auditors. Manager and Sprint Spectrum may
         each request no more than one audit per year.

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

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

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

             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.

                                          -61-

         41. NOTICES [ADDM VII,(SECTION)41]. Section 9.1 of the Services Agreement
    is amended and restated in its entirety to read as follows:

             9.1 NOTICES. Any notice, payment, invoice, demand or communication
         required or permitted to be given by any provision of this agreement must
         be in writing and mailed (certified or registered mail, postage prepaid,
         return receipt requested), sent by hand or overnight courier, charges
         prepaid or sent by facsimile or email (in either instance with
         acknowledgement or read receipt received), and addressed as described in
         section 17.1(b) of the Management Agreement, or to any other address or
         number as the person or entity may from time to time specify by written
         notice to the other parties.

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

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

             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. Section 9.6 of the Services Agreement is amended and
         restated in its entirety to read as follows:

         42. ENTIRE AGREEMENT; AMENDMENTS [ADDM VII,(SECTION)42]. Section 9.6 of the
    Services Agreement is amended and restated in its entirety to read as follows:

                                          -62-

             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.

         43. FORCE MAJEURE [ADDM VII,(SECTION)43]. The second paragraph of section
    9.8 of the Services Agreement is amended and restated in its entirety to read as
    follows:

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

                        (i) any FCC order or any other injunction that any
                   governmental authority issues that impedes the party's ability to
                   comply with the covenant,

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

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

                        (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.

         44. GOVERNING LAW, JURISDICTION AND CONSENT TO SERVICE OF PROCESS [ADDM
    V,(SECTION)3]. 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

                                          -63-

             agreement, the construction of its terms, and the interpretation of the
             rights and duties of the parties.

                   9.11.2 JURISDICTION; CONSENT TO SERVICE OF PROCESS.

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

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

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

                              TRADEMARK LICENSE AGREEMENTS
                              ----------------------------

         45. NOTICES [ADDM VII,(SECTION)45]. 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.

                                          -64-

             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.

         46. GOVERNING LAW [ADDM V,(SECTION)3]. 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.

         47. JURISDICTION [ADDM V,(SECTION)3]. 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

                                          -65-

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

         48. DELETED DEFINITION [ADDM VII,(SECTION)48]. The definition of "Available
    Services" is deleted.

         49. ADDITIONAL, AMENDED OR SUPPLEMENTED DEFINITIONS [ADDM VII,(SECTION)49;
    REVISED BY THIS Addendum]. The following definitions are new or amended, unless
    otherwise indicated:

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

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

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

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

             "AWAY NETWORK" means:

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

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

                                          -66-

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

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

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

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

             "CHIEF FINANCIAL OFFICER OF SPRINT PCS", "SPRINT PCS CHIEF FINANCIAL
         OFFICER" and other references to the Chief Financial Officer of Sprint PCS
         mean the Senior Vice President - Finance of Sprint Corporation designated
         to serve as the chief financial officer of Sprint PCS or if none, the
         individual serving in that capacity.

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

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

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

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

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

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

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

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

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

                                          -67-

             "ENTERPRISE VALUE" means either:

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

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

                   (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 no have issued publicly-traded equity, the
         combined book value of the entity's outstanding debt and equity less cash.

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

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

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

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

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

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

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

                                          -68-

             "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.

             "KPR CONTINGENT COVERAGE AREA" [ADDM V, (SECTION)2 AND ADDM VII,
         (SECTION)49] has the meaning set forth in section 2.1 of the Management
         Agreement.

             "LEAVENWORTH CONTINGENT COVERAGE AREA" [ADDM V, (SECTION)2 AND ADDM
         VII, (SECTION)49] has the meaning set forth in section 2.1 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.

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

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

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

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

             "OPERATIONAL AND NETWORK READY" and "OPERATIONAL AND NETWORK READINESS"
         [ADDM V, (SECTION)2 AND ADDM VII, (SECTION)49] have the meaning set forth
         in section 2.1 of the Management Agreement.

             "OTHER AFFILIATES"[ADDM III, (SECTION)2 AND ADDM IV (SECTION)2] has the
         meaning set forth in section 17.30 of the Management Agreement.

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

                                          -69-

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

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

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

             "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.

             "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

                                          -70-

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

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

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

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

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

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

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

                                          -71-

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

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

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

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

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

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

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

             "WIRELESS MOBILITY COMMUNICATIONS NETWORK" means a radio communications
         system operating in the 1900 MHz spectrum range under the rules designated
         as Subpart E of Part 24 of the FCC's rules.

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

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

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

                                          -72-

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

             Listed below are those paragraphs in the previous addenda that are
    interpretations or applications of the Management Agreement, the Services
    Agreement, the Trademark License Agreements or the Schedule of Definitions that
    are not listed above. These serve as cross-references to facilitate finding
    provisions in the previous addenda. The number shown at the beginning of each
    item is the paragraph reference in the designated Addendum.

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

                 1.     Exclusivity of Service Area
                 9.     Financing  Arrangements

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

                 1.     Expansion of Service Area
                 2.     Decline of Build Out Right
                 3.     Modification of Build Out Plan
                 4.     Expedite Fees
                 11.    Consent and Agreement ("C&A")-Related: Use of Loan Proceeds
                 12.    C&A-Related: C&A Not Assignable
                 13.    Notices
                 15.    No Defaults under Credit Documents or Sprint Agreements
                 17.    Financing
                 18.    Reaffirmation of Sprint Agreements
                 19.    Counterparts

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

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

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

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

        Addendum V
        ----------

                                          -73-

                 4.     Notice Addresses
                 6.     Counterparts

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

                 None (all superseded by Addendum VII).

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

                 None (all superseded by this Addendum).

                                          -74-

    C. OTHER PROVISIONS.

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

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

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

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

                                          -75-

         The parties have caused this Addendum VIII 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

                                          WASHINGTON OREGON WIRELESS, LLC
                                          a Delaware limited liability company

                                          By: ALAMOSA HOLDINGS, LLC
                                              a Delaware limited liability company,

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

                                          -76-

                                                                          SCHEDULE 1

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

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

                                        (5/1/04)

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

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

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

    GENERAL TERMS
    -------------

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

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

                                          -77-

         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

                                          -78-

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

                                                       --------------------------
                                                                MONTHLY
                                                       --------------------------
    WRITE-OFFS                                            $  1,235

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

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

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

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

    TOTAL                                                 $  7,872
                                                       --------------------------

                                     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