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

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

                                   DATED JUNE 14, 2004

    MANAGER: ALAMOSA WISCONSIN LIMITED PARTNERSHIP

    SERVICE AREA BTAS:

    Appleton-Oshkosh # 18,
    Eau Claire # 123,
    Fond du Lac # 148,
    Green Bay # 173,
    La Crosse-Winona # 234,
    Madison # 272 (Only Columbia, Juneau, Marquette, Sauk Counties and those
    portions of Dane County where Manager will meet Sprint PCS coverage along
    Highway 151 and I-90/94 north of Madison),
    Manitowoc # 276,
    Milwaukee # 297 (Only those portions of Dodge County not currently covered by
      Sprint PCS along Highway 41 and the City of Watertown),
    Minneapolis-St. Paul # 298 (Only Barron County and those portions of Polk County
    not currently covered by Sprint PCS along Highway 8 near the city of St. Croix
    Falls),
    Sheboygan # 417,
    Stevens Point-Marshfield-Wisconsin Rapids # 432,
    Wausau-Rhinelander # 466.

          This Addendum XI (this "ADDENDUM") contains amendments to the Sprint PCS
    Management Agreement, the Sprint PCS Services Agreement, the Sprint Trademark
    and Service Mark License Agreement and the Sprint Spectrum Trademark and Service
    Mark License Agreement, each of which was entered into on December 6, 1999 by
    the same parties to this Addendum.

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

          (1)      Addendum I dated December 6, 1999,
          (2)      Addendum II dated February 3, 2000,
          (3)      Addendum III dated April 25, 2000,
          (4)      Addendum IV dated June 23, 2000,
          (5)      Addendum V dated February 14, 2001,

          (6)      Addendum VI dated March 30, 2001,
          (7)      Addendum VII dated July 19, 2002,
          (8)      Addendum VIII dated November 29, 2002,
          (9)      Addendum IX dated September 12, 2003, and
          (10)     Addendum X 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 X dated March 26, 2004, but the parties
    acknowledge that Addendum X 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.

    (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.

                                           2

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

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

                                  MANAGEMENT AGREEMENT
                                  --------------------

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

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

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

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

                Add a new section 1.3.4 as follows:

          1.3.4 SOFTWARE FEES.

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

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

                (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:

                                           3

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

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

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

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

                                           4

          provide to Manager a forecast of Manager's Allocable Software Fee, the
          estimated payment due dates relating to the Allocable Software Fee, and
          the proportion of Manager's Allocable Software Fee forecast to be due on
          each payment due date.

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

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

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

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

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

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

                (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

                                           6

          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 X,SS.2]. Section 1.4 is amended and restated in
    its entirety to read as follows:

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

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

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

                                           7

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

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

                1.7 FINANCING. The construction and operation of the Service Area
          Network requires a substantial financial commitment by Manager. The manner
          in which Manager will finance the build-out of the Service Area Network
          and provide the necessary working capital to operate the business is
          described in detail on Exhibit 1.7. Manager will allow Sprint PCS an
          opportunity to review before filing any registration statement or
          prospectus or any amendment or supplement thereto and before distributing
          any offering memorandum or amendment or supplement thereto, and agrees not
          to file or distribute any such document if Sprint PCS reasonably objects
          in writing on a timely basis to any portion of the document that refers to
          Sprint PCS, its Related Parties, their respective businesses, this
          agreement or the Services Agreement.

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

                (c) Exhibit 1.7 attached to Addendum X supersedes and replaces
          Exhibit 1.7 attached to Addendum VI to the Management Agreement.

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

                1.9 ACCESS TO INFORMATION.

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

                            (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,

                                           8

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

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

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

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

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

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

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

                                           9

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

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

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

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

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

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

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

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

                                           10

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

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

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

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

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

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

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

                      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.

                                           11

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

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

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

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

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

                            (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

                                           12

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

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

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

                No changes will be made in the agreements between Manager and Sprint
          PCS if all the Alamosa Managers do not execute and return their respective
          signed addenda within 30 days after receipt of the signed addenda (or the
          corrected signed addenda, if applicable, pursuant to the 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

                                           13

          receipt of the arbiter's ruling. If the arbiter rules in favor of Sprint
          PCS, then Manager will execute the signed addendum as proffered to Manager
          within 10 days after Manager's receipt of the arbiter's ruling.

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

          7. MODIFICATION OF BUILD-OUT PLAN [ADDM VIII, SS.2]. The Exhibit 2.1
    Build-Out Plan Table is superseded and replaced by the Exhibit 2.1 Build-Out
    Plan Table attached to Addendum VIII.

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

          9. COVERAGE ENHANCEMENT [ADDM I,SS.1 AND ADDM X,SS.9]. 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

                                           14

          terms and conditions that are no more favorable than those that were
          offered to and rejected by Manager. If (x) neither Sprint PCS, a Sprint
          PCS Related Party, nor any third party (with respect to such third party,
          on terms and conditions that are no more favorable than those that were
          offered to and rejected by Manager) commits to build-out such New Coverage
          within 150 days of the original communication to Manager with respect
          thereto, or (y) more favorable terms and conditions than those that were
          offered to and rejected by Manager are offered to any third party to
          build-out the New Coverage, then any build-out of such New Coverage shall
          again be subject to Manager's right of first refusal (and, if applicable,
          on such more favorable terms and conditions).

                Sprint PCS has the right, in a New Coverage that it constructs or
          that is constructed by a third party, to manage the network, allow a
          Sprint PCS Related Party to manage the network, or hire a manager to
          operate the network in the New Coverage. Any New Coverage that Sprint PCS
          or a third party builds out is deemed removed from the Service Area and
          the Service Area Exhibit is deemed amended to reflect the change in the
          Service Area. If Manager does not exercise its right of first refusal with
          respect to a New Coverage, Manager's right of first refusal does not
          terminate with respect to the remainder of the Service Area.

          10. LONG DISTANCE PRICING [ADDM X,SS.10]. Section 6 of Addendum I is
    deleted. Additionally, section 3.4 of the Management Agreement is amended and
    restated in its entirety to read as follows:

                3.4 IXC SERVICES.

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

                3.4.2. LONG DISTANCE SERVICES

                (a) Required purchase. Manager must obtain (i) long-distance
          telephony services through Sprint PCS or its Related Parties to provide
          long-distance service to users of the Sprint PCS Network and (ii)
          telephony services through Sprint PCS or its Related Parties to connect
          the Service Area Network with the national platforms that Sprint PCS uses
          to

                                           15

          provide services to Manager under this agreement or the Services
          Agreement. The term "long distance telephony service" means any inter-LATA
          call for purposes of this section 3.4.2 as it relates to long-distance
          telephony services provided to users of the Sprint PCS Network.

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

                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 IX 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 IX, then the
          requirements of this section 3.4.2 do not apply during the term

                                           16

          of the other agreement. If the other agreement terminates for any reason,
          then the requirements of this section 3.4.2 do apply from and after the
          termination.

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

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

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

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

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

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

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

                Manager will continue to participate in any resale arrangements
          that,

                                           17

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

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

          12. INTRA-LATA CALLS AND BACKHAUL SERVICES [ADDM X,SS.12]. 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

                                           18

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

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

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

                If Manager has an agreement for these services in effect as of the
          date Addendum IX is signed and the agreement was not made in anticipation
          of this agreement or Addendum IX, 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.

          13. SPRINT PCS ROAMING AND INTER SERVICE AREA PROGRAM REQUIREMENTS [ADDM
    X,SS.13]. 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").

          14. CHANGES TO PROGRAM REQUIREMENTS [ADDM X,SS.14]. (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:

                                           19

                9.3 MANAGER'S RIGHTS REGARDING CHANGES TO PROGRAM REQUIREMENTS.

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

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

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

                (c) individually cause a decrease in the forecasted 5-year
          discounted cash flow of the Alamosa Managers (at the Alamosa Managers'
          appropriate discount rate) of more than 3% on a combined net present value
          basis; or

                                           20

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

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

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

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

                                           21

          Investment Banker. The Investment Banker will have 20 days from the date
          of engagement to make its decision.

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

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

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

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

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

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

                                           22

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

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

                9.7 MANDATORY REQUIREMENTS; UNILATERAL CHANGES.

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

                (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

                                           23

          adverse economic impact on Manager, then Manager and Sprint PCS will in
          good faith attempt to mutually agree on how to mitigate the adverse impact
          on Manager.

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

                9.8 BREACH FOR FAILURE TO IMPLEMENT PROGRAM REQUIREMENT.

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

          15. FEES [ADDM X,SS.15; REVISED BY THIS ADDENDUM]. (a) Article 10 of the
    Management Agreement is amended and restated in its entirety to read as follows:

                                        10. FEES

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

                10.2 FEES.

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

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

                        Billed Revenue does not include new activity billed to the
          Customer solely to recover costs incurred by Sprint PCS, Manager or both

                                           24

          related solely to such new activity. Manager and Sprint PCS will share the
          revenues from this billing in proportion to the costs they incur.

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

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

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

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

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

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

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

                                           25

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

                                           26

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

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

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

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

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

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

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

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

                10.4.1 INTER SERVICE AREA FEES AND RESELLER CUSTOMER FEES.

                10.4.1.1 Inter Service Area Fee and Reseller Customer Fee Paid.
          Manager will pay to Sprint PCS an Inter Service Area Fee as set forth in
          this section 10.4.1 for each billed minute or kilobyte of use that a
          Customer with an NPA-NXX assigned to the Service Area uses a portion of
          the Sprint PCS Network other than the Service Area Network. Sprint PCS
          will pay to Manager an Inter Service Area Fee for each billed minute or
          kilobyte of use that a Customer whose NPA-NXX is not assigned to the
          Service Area Network uses the Service Area Network.

                                           27

                      (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 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

                                           28

                to the resale arrangement will reimburse Manager for Manager's
                actual costs incurred to implement the resale arrangement if (A)
                Sprint PCS obtains from the other party to the resale arrangement a
                commitment for that party to reimburse Sprint PCS for Sprint PCS'
                actual costs of implementing the resale arrangement and (B) Sprint
                PCS reasonably expects Manager to incur actual costs in implementing
                the resale arrangement for the reseller.

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

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

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

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

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

                                           29

                      required to participate in any resale arrangement that is
                      entered into by Sprint PCS, or renewed or extended, after the
                      Required Resale Participation Period. Manager will, however,
                      continue to allow resellers with executed contracts under
                      resale arrangements existing prior to or entered into, renewed
                      or extended during the Required Resale Participation Period,
                      with which Manager opted into or was required to participate
                      under this agreement, to activate subscribers with an NPA-NXX
                      assigned to Manager's Service Area and support such resellers
                      throughout the then remaining term of their resale arrangement
                      with Sprint PCS, including any applicable renewal terms and
                      phase out periods. Manager will continue to receive Reseller
                      Customer Fees with respect to such resale arrangements at the
                      same rates in effect at the end of the Required Resale
                      Participation Period.

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

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

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

                                           30

          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 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

                                           31

    arrangements between Sprint PCS and resellers in existence as of April 1, 2004,
    will be as follows:

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

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

                      The process for resetting the fees is as follows:

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

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

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

                                           32

                      Fee and Reseller Customer 3G Data Fee in accordance with
                      section 14.2, excluding the escalation process set forth in
                      section 14.1.

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

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

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

                10.4.2 INTERCONNECT FEES. Manager will pay to Sprint PCS (or to
          other carriers as appropriate) monthly the interconnect fees, if any, as
          provided under section 1.4.

                10.4.3 TERMINATING AND ORIGINATING ACCESS FEE. Sprint PCS will pay
          Manager 92% of any terminating or originating access fees Sprint PCS
          collects from an IXC that are not subject to refund or dispute (but it
          will not be Billed Revenue). For purposes of clarification, Sprint
          Corporation's Related Parties are obligated to pay terminating access to
          Sprint PCS only if MCI and AT&T pay terminating or originating access to
          Sprint PCS. At the Effective Date of Addendum IX, 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

                                           33

          identifies the mistake and notifies the receiving party within 9 calendar
          months after the date on which the paying party makes the mistaken
          payment.

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

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

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

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

                10.6 UNIVERSAL SERVICE FUNDS.

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

                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

                                           34

          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 equal 50% of the amount Manager has paid Sprint PCS
          under the preceding sentence.

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

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

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

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

                                           35

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

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

                10.11 MONTHLY STATEMENTS.

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

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

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

                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

                                           36

          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 IX
          (the "TRANSITION DATE"). The weekly amounts paid to Manager during the
          calendar month before the Transition Date and on the first Thursday after
          the Transition Date will be based on the Collected Revenues method. The
          weekly amounts paid to Manager beginning on the second Thursday of the
          second calendar month after the Transition Date will be based on the
          Billed Revenue method described in this section 10. To effect an orderly
          transition, Sprint PCS will pay Manager for the period beginning on the
          second Thursday after the Transition Date and ending on the first Thursday
          of the calendar month after the Transition Date an amount calculated as
          described below in section 10.12.3(b).

                (b) Sprint PCS will apply the estimated collection percentages that
          Sprint PCS uses before the Transition Date to the gross accounts
          receivable aging categories for Customers with an NPA-NXX assigned to the
          Service Area as of the close of business on the day before the Transition
          Date to calculate the amount Sprint PCS anticipates collecting on those
          accounts receivable. Sprint PCS will pay Manager the amount estimated to
          be collected in equal weekly payments on consecutive Thursdays beginning
          the second Thursday after the Transition Date and ending the first
          Thursday of the calendar month after the Transition Date. Sprint PCS will
          also pay to Manager no later than the second Thursday after the Transition
          Date any Collected Revenues received after the Saturday before the
          Transition Date and before the

                                           37

          Transition Date.

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

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

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

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

                                           38

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

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

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

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

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

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

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

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

                                           39

          from Manager.

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

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

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

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

                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

                                           40

          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.

          16. TERMINATION RIGHTS [ADDM X,SS.16]. Section 11.3.7 is deleted, and all
    references in the agreement to section 11.3.7 are also deleted.

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

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

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

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

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

                                           41

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

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

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

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

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

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

                                           42

          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.

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

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

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

          22. NOTICES [ADDM IV, SS.2 AND ADDM X, SS.22].

          (a) Section 17.1 is amended and restated in its entirety to read as
          follows:

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

                                           43

          Requirement on the affiliate intranet website.

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

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

                      (A) clearly indicate that intent,

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

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

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

                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:

                                           44

                        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:

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

                with a copy to:

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

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

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

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

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

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

                                           45

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

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

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

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

                            (iv) any act of God, act of war or insurrection, riot,
                      fire, accident, explosion, labor unrest, strike, civil unrest,
                      work stoppage, condemnation or any similar cause or event not
                      reasonably within the control of the party.

          24. GOVERNING LAW, JURISDICTION AND CONSENT TO SERVICE OF PROCESS [ADDM
    VII,SS.6]. 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.

                                           46

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

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

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

                In conjunction with the sale of the Sprint PCS Network, Sprint PCS
          may sell, transfer or assign the Sprint PCS Network and any of the
          Licenses, including its rights and obligations under this agreement, the
          Services Agreement and any related agreements, to a third party without
          Manager's consent so long as the third party assumes the rights and
          obligations under this agreement and the Services Agreement.

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

          27. ADDITIONAL TERMS AND PROVISIONS [ADDM I,SS.10 AND ADDM X,SS.27].
    Section 17.25 is replaced with the following paragraph:

                17.25 ADDITIONAL TERMS AND PROVISIONS. Certain additional and
          supplemental terms and provisions of this agreement, if any, are set forth
          in 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.

                                           47

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

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

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

                      "YEAR 2000 COMPLIANCE" means the functions, calculations, and
                other computing processes of the Service Area Network (collectively
                "Processes") that perform and otherwise process, date-arithmetic,
                display, print or pass date/time data in a consistent manner,
                regardless of the date in time on which the Processes are actually
                performed or the dates used in such data or the nature of the
                date/time data input, whether before, during or after January 1,
                2000 and whether or not the date/time data is affected by leap
                years. To the extent any part of the Service Area Network is
                intended to be used in combination with other software, hardware or
                firmware, it will properly exchange date/time data

                                           48

                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.

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

                      17.30 CROSS-DEFAULT. A breach or Event of Termination under
                any of the Sprint Agreements (as that term is defined in the Consent
                and Agreement) by 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
                Washington Oregon Wireless LLC, a Delaware limited liability
                company, or their respective successors or assigns (collectively the
                "OTHER AFFILIATES") also constitutes a breach or Event of
                Termination, as the case may be, by 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.

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

                      17.31 PERFORMANCE/PAYMENT OF OTHER AFFILIATES' OBLIGATIONS. To
                induce the Sprint Parties to enter into the Consent and Agreement
                with Citicorp, Manager absolutely and unconditionally guarantees the
                prompt and punctual performance and payment of the Obligations (as
                that term is defined in the Consent and Agreement) of the Other
                Affiliates and their respective successors or assigns when due and
                payable pursuant to the terms of the Other Affiliates' Sprint
                Agreements as they may be amended and modified. Manager agrees that
                the Sprint Parties shall not be required first to collect from any
                other guarantor of

                                           49

                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.

          32. FINANCIAL INFORMATION [ADDM X,SS.32]. A new section 17.32 is added to
    the Management Agreement:

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

                                   SERVICES AGREEMENT
                                   ------------------

          33. NON-EXCLUSIVE SERVICES [ADDM X,SS.33]. 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.

          34. CHANGES TO ARTICLE 2 [ADDM X,SS.34; 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 IX 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

                                           50

          Spectrum may designate additional Services upon at least 60 days' prior
          written notice to Manager by providing an amended Schedule 2.1.1 to
          Manager in accordance with the provisions of section 9.1.

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

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

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

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

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

                            (ii) discontinue the Service to all Other Managers.

          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

                                           51

          such CCPU Services or CPGA Services from a vendor or a new provider of
          Services, or (z) Manager self-provisions the Service. No adjustment to the
          fees will be made if Sprint Spectrum discontinues a CCPU Service or CPGA
          Service and Sprint Spectrum does not provide the CCPU Service or CPGA
          Service to end users.

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

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

          35. CHANGES TO ARTICLE 3 [ADDM X,SS.35; REVISED BY THIS ADDENDUM]. (a)
    Section 13 of Addendum I is deleted. Article 3 of the Services Agreement is
    amended and restated in its entirety to read as follows:

                                  3. FEES FOR SERVICES

                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 XI 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

                                           52

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

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

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

                The process for resetting the amounts is as follows:

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

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

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

                                           53

                this agreement, excluding the escalation process set forth in
                section 14.1 and continue obtaining all of the CCPU Services and
                CPGA Services from Sprint Spectrum at the CCPU and CPGA amounts the
                arbitrator determines, or

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

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

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

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

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

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

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

                                           54

          must give its opt-out notice to Sprint Spectrum during the first quarter
          of any calendar year that Manager has an opt-out right. Upon receipt of an
          opt-out notice, Manager and Sprint Spectrum will use commercially
          reasonable efforts to transition the Customer-Related Services to Manager
          or a third party vendor within 9 months after the opt-out notice date.
          Upon the parties' completion of the transition, the parties will agree to
          an adjustment to the CCPU Service Fee being charged by Sprint Spectrum to
          Manager. If the parties cannot agree to an adjustment, Manager has the
          right to submit the determination to binding arbitration under section
          14.2 of the Management Agreement, excluding the escalation process set
          forth in section 14.1, and continue obtaining all the CPGA Services and
          remaining CCPU services from Sprint Spectrum. Manager will reimburse
          Sprint Spectrum for transition and continuing operation costs in
          accordance with Section 3.2.4.

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

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

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

                                           55

          Spectrum. Sprint Spectrum will have 30 days from the date it receives the
          third party vendor's terms to decide if it will provide those Services to
          Manager under those terms.

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

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

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

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

                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

                                           56

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

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

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

                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.

          36. AUDIT [ADDM X,SS.36]. Section 5.1.2 of the Services Agreement is
    amended and restated in its entirety to read as follows:

                                           57

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

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

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

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

                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

                                           58

          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.

          37. NOTICES [ADDM X,SS.37]. 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.

          38. ENTIRE AGREEMENT; AMENDMENTS [ADDM X,SS.38]. Section 9.6 of the
    Services Agreement is amended and restated in its entirety to read as follows:

                                           59

                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.

          39. FORCE MAJEURE [ADDM X,SS.39]. 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.

          40. GOVERNING LAW, JURISDICTION AND CONSENT TO SERVICE OF PROCESS [ADDM
    VII,SS.6]. Section 9.11 of the Services Agreement is replaced with the following
    language:

                9.11 GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS.

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

                                           60

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

          41. NOTICES [ADDM X,SS.41]. 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.

                                           61

                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.

          42. GOVERNING LAW [ADDM VII,SS.6]. 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.

          43. JURISDICTION [ADDM VII,SS.6]. 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

                                           62

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

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

                                 SCHEDULE OF DEFINITIONS
                                 -----------------------

          44. DELETED DEFINITION [ADDM X,SS.44]. The definition of "Available
    Services" is deleted.

          45. ADDITIONAL, AMENDED OR SUPPLEMENTED DEFINITIONS [ADDM X,SS.45; REVISED
    BY THIS ADDENDUM]. The following are new or amended definitions, unless
    otherwise indicated:

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

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

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

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

                "AWAY NETWORK" means:

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

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

                                           63

                "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.

                                           64

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

                "ENTERPRISE VALUE" means either:

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

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

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

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

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

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

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

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

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

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

                                           65

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

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

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

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

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

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

                "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.

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

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

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

                "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-

                                           66

          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

                            (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

                                           67

          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.

                "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

                                           68

          vendor directly, net of any discounts or rebates and excluding any mark-up
          by Sprint PCS for administrative or other fees.

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

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

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

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

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

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

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

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

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

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

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

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

                3.    Compliance

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

                                           69

                1.    Consent and Agreement ("C&A")-Related: Use of Loan Proceeds
                2.    C&A-Related: C&A Not Assignable
                3.    C&A-Related: Notices
                4.    C&A-Related: Revised Financing Plan
                5.    C&A-Related: No Default
                6.    C&A-Related: No Known Breach under Management Agreement
                8.    Consent to Change of Control
                9.    Reaffirmation of Sprint Agreements
                10.   Counterparts

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

                1.    C&A-Related:  Use of Loan Proceeds

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

                1.    C&A-Related:  Use of Loan Proceeds

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

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

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

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

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

                1.    Swap-related: Modification of Build-out Plan
                2.    Swap-related: Change in Spectrum Range
                3.    Swap-related: Disaggregation
                4.    Swap-related: Consideration
                5.    Swap-related: Expenses
                7.    Notice Addresses
                8.    Notices
                9.    Counterparts

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

                                           70

                1.    Swap-related: Superseding Sections of Addendum VII
                3.    Swap-related: Change in Spectrum Range
                4.    Swap-related: Disaggregation
                5.    Swap-related: Consideration
                6.    Swap-related: Expenses
                7.    Counterparts

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

                None (all superseded by Addendum IX).

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

                None (all superseded by Addendum X).

          Addendum X
          ----------

                None (all superseded by this Addendum).

                                           71

    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.]

                                           72

          The parties have caused this Addendum XI 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 -
                                                            Communication & Brand
                                                            Corporate Management

                                                ALAMOSA WISCONSIN LIMITED
                                                PARTNERSHIP
                                                a Wisconsin limited partnership

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

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

                                           73

                                                                          SCHEDULE 1

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

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

                                        (5/1/04)

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

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

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

    GENERAL TERMS

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

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

          2. INFORMATION AND MINS. Manager will allow Sprint PCS access to
    information necessary to bill resellers, including Call Detail Records and basic
    provisioning information. For purposes of clarification, all such information
    will constitute "Confidential Information" for purposes of the Management
    Agreement.

    Neither Sprint PCS nor Manager will have access to resellers' end-users'
    personal information. Sprint PCS will administer NPA-NXXs available for
    resellers in a manner substantially the same as the MIN allocation process in
    place for Sprint PCS owned markets. Sprint PCS will provide resellers with an
    unbranded coverage map and zip code information for the Manager's service
    area(s) substantially the same as the coverage map and zip code information
    provided for Sprint PCS owned service areas.

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

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

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

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

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

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

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

                     ATTACHMENT NO. 1.0 TO PROGRAM REQUIREMENT 3.5.2

                                     RESALE PROGRAM

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

    RESELLERS

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

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

    * If applicable.  Not including phase out periods.

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

                     ATTACHMENT NO. 1.1 TO PROGRAM REQUIREMENT 3.5.2

                             SPRINT 3G DATA SERVICE PRICING

    A)    QWEST WIRELESS

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

    HANDSET DATA SERVICE

    Data Transport/Web Browsing/Third Party Instant Messaging

          o    MRC                                    $8.10 (unlimited)

          o    Adjustment Rate                        $0.002 per Kb

    ADJUSTMENT RATE:

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

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

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

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

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

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

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

                     ATTACHMENT NO. 1.2 TO PROGRAM REQUIREMENT 3.5.2

                              SHORT MESSAGE SERVICE PRICING

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

    Short Message Service Rate:     $0.0246 per SMS message

    Qwest SMS Rate:                 $0.0110 per SMS message

                                      EXHIBIT 10.3
                                      ------------

    100% AFFILIATE RETAINED AMOUNTS

             Roaming Revenue
             International Roaming Credits
             Affiliate Equip Sale On Acct

    100% SPRINT PCS RETAINED AMOUNTS

             Accrued Sales Taxes
             Accrued Federal Excise Taxes
             Collected Insurance

                                        EXHIBIT 1
                                        ---------

                      ILLUSTRATIVE CALCULATION FOR CASH SETTLEMENT
                      --------------------------------------------

    CASH SIMPLIFICATION
    ILLUSTRATIVE ONLY

                                                        --------------------------
                                                                 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
    Directory Assistance
    E - Commerce PT
    Enhanced Voicemail
    Entrance Facility Expenses (Includes Terminating/Trunking Charge)
    Ford Telematics
    Gift Card Payable
    Gift Card Receivable
    Hal Riney Ad Kit
    ICS Clearing House Costs (Includes Illuminet, Roaming Clearing House, and TSI)
    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)
    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