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Cellular Service Sales Agreement - AREAWIDE CELLULAR INC - 5-15-2001

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Cellular Service Sales Agreement - AREAWIDE CELLULAR INC - 5-15-2001 Powered By Docstoc
					Exhibit 10.12 CELLULAR SERVICE SALES AGREEMENT

DEALER AREAWIDE CELLULAR, INC. Attention: CFO 1615 Barclay Blvd Buffalo Grove, IL 60089

AMERITECH AMERITECH MOBILE COMMUNICATIONS, INC Attention: Manager, Contract Administration 2000 West Ameritech Center Drive, #3H92F Hoffman Estate, Illinois 60195-5000

By:

/s/ Steven Zabel ----------------------------(Signature) Steven Zabel CFO

By:

/s/ Jay Ellison ----------------------------(Signature) Jay Ellison Regional Vice President-Sales

Date: -----------------------------

Date: -----------------------------

Cellular telephone service ("Service") is provided and sold by AMERITECH ("AMERITECH Service") as the authorized representative of the holders of various licenses issued by the Federal Communications Commission in several states (collectively, the "Service Area"). For purposes of this Agreement, the term "Service" includes AMERITECH Service, cellular telephone service provided by third parties, and other similar two-way voice communications services, regardless of the types of technology and/or FCC licenses involved. Dealer sells products and Service to the public within certain specific Service Areas which are listed on Exhibit A (the "Market" or "Markets"). Dealer desires to act as AMERITECH's agent for the sale of AMERITECH Service in the Markets named in Exhibit A. The parties have agreed to the following terms which will govern Dealer's actions as AMERITECH's agent and AMERITECH's payments to Dealer. 1. EXCLUSIVITY. Dealer will sell AMERITECH Service exclusively in the Markets named in Exhibit A. Dealer will not offer or sell Service provided or sold by any third party, or refer any Service customer to any third party, including any other AMERITECH sales representatives and/or resellers. AMERITECH may sell AMERITECH Service directly or indirectly, by any means, throughout the Service Area. 2. ROLLING TERM. Unless earlier terminated under Section 8, below, the term of this Agreement (the "Term") shall be continuous and expire on the last day of the full calendar month following delivery by either party of a notice of expiration ("Expiration Notice"). An Expiration Notice may be given for any reason or no reason. 3. COMPENSATION. AMERITECH will compensate the Dealer for each complete sale of AMERITECH Service to customers. Sales of new Service are complete after the customer has purchased service for the minimum continuous time period established in Exhibit B. Compensation will be paid at the rates and on the conditions attached as Exhibit B. AMERITECH, in its sole discretion, may amend any and all Dealer Compensation amounts at any time, provided that such amendments will take effect only after AMERITECH gives Dealer a notice of the same length as an Expiration Notice. AMERITECH may, at any time, and upon five (5) business days written notice to Dealer, amend other parts of Exhibit B relating to other Terms and Conditions of Payment and/or adding or deleting Service Products and Special Offers.

4. CUSTOMERS AND CUSTOMER INFORMATION. Dealer agrees that all customers who buy AMERITECH Service through Dealer are AMERITECH's Service customers ("AMERITECH Customers") and that for any purposes related to Service, Dealer will deal with AMERITECH customers only as AMERITECH's agent. Dealer will comply, upon reasonable notice, with all of AMERITECH's customer enrollment procedures (including credit procedures) and customer service procedures all of which may change from time to time. Dealer agrees not to impose any enrollment standards, sales conditions, or contracts not written by AMERITECH on AMERITECH Customers. Dealer will not bill or collect any Service charges from AMERITECH Customers without AMERITECH's advance written agreement. Dealer agrees that Dealer will not sell Ameritech Service in connection with any communications equipment ("Equipment") unless such Equipment: (A) Has been certified by the Cellular Telephone Industry Association ('CTIA"); or (B) Has received the prior, written approval of both parties. Dealer also agrees that all AMERITECH Customer information (including, but not limited to, names, addresses or lists; use, billing and related information; and information pertaining to customers' cellular telephone equipment; all of which are referred to as "Customer Information") is confidential and highly valuable to AMERITECH, and is the exclusive property of AMERITECH. The Dealer agrees to treat AMERITECH's Customer Information with the highest degree of care, and to maintain the confidentiality of AMERITECH's Customer Information as if it were the Dealer's confidential and proprietary trade secrets. 5. DUTY OF LOYALTY. During the Term of this Agreement and for one (1) calendar year after the Term expires (Section 2) or terminates (Section 8) or any shorter period required by law, and within seventy-five (75) miles of any of the Markets listed on Exhibit A, the Dealer will not, directly or indirectly: (A) Solicit AMERITECH Customers to buy any Service other than AMERITECH Service; (B) Try to persuade any AMERITECH Customers to buy any Service from anyone but AMERITECH, including other AMERITECH sales representatives and/or resellers; or (C) Sell, convey or transfer any AMERITECH Customer Information to any third party. THIS COMMITMENT IS NOT INTENDED TO RESTRICT THE DEALER'S GENERAL ABILITY TO DO BUSINESS. THE PARTIES INTEND ONLY TO PROTECT AMERITECH'S CUSTOMER RELATIONSHIPS AND AMERITECH'S CUSTOMER INFORMATION. Dealer acknowledges that these commitments are necessary to protect AMERITECH's legitimate business interests. Dealer agrees that these commitments are reasonable in subject matter, length of time, and geographic area. 6. INDEMNIFICATION AND INSURANCE. Dealer will indemnify and hold harmless AMERITECH and its employees, agents and assigns from any claims or demands made (1) as a result of Dealer's conduct of its business, including but not limited to negligent or wrongful acts or omissions; (2) by Dealer's employees under worker's compensation or other, similar laws; and (3) as a result of Dealer's unauthorized use of AMERITECH's Customer Information, Marks, or other proprietary property. AMERITECH may defend any such claims or demands using its counsel. Dealer will maintain aggregate minimum liability insurance coverage of One Million Dollars ($1,000,000) per occurrence, under policies issued by recognized and legally qualified insurance companies, for each of the following: property damage, bodily and/or personal injury, and death arising from Dealer's acts or omissions. Further, if AMERITECH, in its reasonable discretion, considers changes in law or standards of liability, inflation, special risks, or 2

other similar causes (including jury awards) to justify higher coverage amounts; and if other, similarly situated

other similar causes (including jury awards) to justify higher coverage amounts; and if other, similarly situated AMERITECH dealers doing business in Dealer's Market(s) are subject to similar increases, then AMERITECH may require Dealer to increase its coverage levels upon reasonable notice. Upon AMERITECH's request, Dealer shall furnish proof of insurance coverage. 7. TRADEMARKS. AMERITECH grants Dealer a special limited license to use the AMERITECH trademarks and trade names (the "Marks") shown on Exhibit C for the sole purpose of selling AMERITECH's Service. Dealer agrees to comply upon reasonable notice with all of AMERITECH's standards for use of the Marks, as amended from time to time. 8. TERMINATION. This Agreement will terminate under the following circumstances: (A) UPON EXPIRATION of the Term following Expiration Notice, as provided in Section 2, above. (B) FOR CAUSE, if one party (a) breaches this Agreement and (except as stated in subsection (C) below) fails to cure such breach within ten (10) calendar days after delivery of written notice of such breach. The injured party may then terminate this Agreement immediately upon delivery to the other Party of an additional written termination notice. (C) IMMEDIATELY AND WITHOUT NOTICE, if (1) In AMERITECH's sole judgment, Dealer (or any Dealer employee or agent) has abused or misused this Agreement or any AMERITECH Service product, sales program, promotion (or other similar effort), procedure or customer equipment program, for profit; or (2) Dealer fails to obtain AMERITECH's prior written approval (which may be withheld for any reason or no reason) of any change either of majority ownership interest of Dealer or in effective control of Dealer. Upon termination, the Dealer will immediately turn over to AMERITECH all Customer Information, regardless of form or storage medium, along with all materials relating to AMERITECH's Marks. The Dealer will permit AMERITECH to make a reasonable inspection of the Dealer's business premises to verify compliance with this Section. 9. REMEDIES. AMERITECH has the right to enforce any of Dealer's commitments under this Agreement by any available means at law or in equity, including any form of injunctive relief. Further, Dealer consents to the entry of immediate injunctive relief to prevent any breach. Dealer acknowledges: (1) that these restrictions are necessary to protect AMERITECH's legitimate business interests; and (2) that AMERITECH would be irreparably injured by, and would have no adequate remedy at law for, any breach or threatened breach of Dealer's commitments. If AMERITECH breaches this Agreement, Dealer's sole remedy will be to terminate this Agreement and bring an action at law for money damages. 10. ASSIGNMENT. Dealer has no right to assign, transfer or convey all or any part of this Agreement. 11. COMPLIANCE WITH LAWS. This Agreement and the parties' action under this Agreement shall comply with all applicable federal, state and local laws, rules, regulations, court orders, and governmental agency orders. If a court or governmental agency with proper jurisdiction determines that this Agreement or a provision of this Agreement is unlawful, this Agreement or that provision of this Agreement shall terminate. If a provision of this Agreement is so terminated and Ameritech in its reasonable discretion decides that it can legally, commercially, and practicably continue this Agreement without the terminated provision, the remainder of this Agreement will continue in effect. 3

12. OTHER. Notices concerning this Agreement are to be sent to the addresses shown on the first page, until either party provides the other with reasonable written notice of a change of address. All notices will be sent via

12. OTHER. Notices concerning this Agreement are to be sent to the addresses shown on the first page, until either party provides the other with reasonable written notice of a change of address. All notices will be sent via facsimile transmission followed by first class mail or overnight delivery service (such as Federal Express). Notices will take effect one (1) business day after they are delivered. This agreement and the attached Exhibits A, B and C set forth the entire relationship between the parties. This Agreement may be modified only in writing signed by both parties, except for changes required by regulatory authorities and any changes to Exhibit B, which are made by AMERITECH pursuant to Section 3. Even if one party tolerates deficiencies in the other party's performance on one or more occasions, subsequent deficiencies will be sufficient reason to enforce this Agreement, including (where applicable) termination. Sections 1 and 4 through 9 shall survive expiration and/or termination of this Agreement. Any lawsuit related to the Agreement or the activities contemplated by the Agreement may only be brought in, and the parties consent to the jurisdiction of, the United States District Court for the Northern District of Illinois (if federal jurisdiction applies) or in the Circuit Court of Cook County, Illinois. END 4

EXHIBIT A I. AUTHORIZED DEALER LOCATIONS This Exhibit A sets forth: (1) the date upon which Dealer's authorization takes effect; (2) the AMERITECH Markets in which Dealer is authorized to solicit Customers; and (3) specific locations at which Dealer is authorized to sell Mobile Service. (If some specific locations are not known at the date of execution of this Agreement, then with AMERITECH's written consent they may be added, as they become known.) 1. EFFECTIVE DATE: 2. ALL OF THE FOLLOWING MARKETS IN WHICH AMERITECH IS AUTHORIZED TO PROVIDE MOBILE SERVICES: Madison CGSA and Milwaukee CGSA 3. AUTHORIZED DEALER LOCATION(S): 4. AUTHORIZED SATELLITE LOCATION(S): 5

EXHIBIT B: DEALER COMPENSATION SCHEDULE PART I: COMPENSATION LEVELS IN MADISON CGSA EFFECTIVE MARCH 3,1998 NOTE: ALL COMPENSATION IS GOVERNED BY THE TERMS ATTACHED AS PART II. IF ANY SERVICE IS TERMINATED OR DEACTIVATED ON OR BEFORE THE LAST DAY OF [CONFIDENTIAL TREATMENT], NO COMPENSATION WILL BE EARNED. DEALER COMPENSATION I. SERVICE PLAN OFFERINGS - COMMISSION PAYMENTS

EXHIBIT A I. AUTHORIZED DEALER LOCATIONS This Exhibit A sets forth: (1) the date upon which Dealer's authorization takes effect; (2) the AMERITECH Markets in which Dealer is authorized to solicit Customers; and (3) specific locations at which Dealer is authorized to sell Mobile Service. (If some specific locations are not known at the date of execution of this Agreement, then with AMERITECH's written consent they may be added, as they become known.) 1. EFFECTIVE DATE: 2. ALL OF THE FOLLOWING MARKETS IN WHICH AMERITECH IS AUTHORIZED TO PROVIDE MOBILE SERVICES: Madison CGSA and Milwaukee CGSA 3. AUTHORIZED DEALER LOCATION(S): 4. AUTHORIZED SATELLITE LOCATION(S): 5

EXHIBIT B: DEALER COMPENSATION SCHEDULE PART I: COMPENSATION LEVELS IN MADISON CGSA EFFECTIVE MARCH 3,1998 NOTE: ALL COMPENSATION IS GOVERNED BY THE TERMS ATTACHED AS PART II. IF ANY SERVICE IS TERMINATED OR DEACTIVATED ON OR BEFORE THE LAST DAY OF [CONFIDENTIAL TREATMENT], NO COMPENSATION WILL BE EARNED. DEALER COMPENSATION I. SERVICE PLAN OFFERINGS - COMMISSION PAYMENTS [CONFIDENTIAL TREATMENT] II. ACCOUNT MAINTENANCE FEE: [CONFIDENTIAL TREATMENT] 6

EXHIBIT B: DEALER COMPENSATION SCHEDULE PART I: COMPENSATION LEVELS IN MILWAUKEE CGSA EFFECTIVE MARCH 3,1998 NOTE: ALL COMPENSATION IS GOVERNED BY THE TERMS ATTACHED AS PART H. IF ANY SERVICE IS TERMINATED OR DEACTIVATED ON OR BEFORE THE LAST DAY OF THE VESTING PERIOD, NO COMPENSATION WILL BE EARNED. DEALER COMPENSATION I. SERVICE PLAN OFFERINGS - COMMISSION PAYMENTS [CONFIDENTIAL TREATMENT]

EXHIBIT B: DEALER COMPENSATION SCHEDULE PART I: COMPENSATION LEVELS IN MADISON CGSA EFFECTIVE MARCH 3,1998 NOTE: ALL COMPENSATION IS GOVERNED BY THE TERMS ATTACHED AS PART II. IF ANY SERVICE IS TERMINATED OR DEACTIVATED ON OR BEFORE THE LAST DAY OF [CONFIDENTIAL TREATMENT], NO COMPENSATION WILL BE EARNED. DEALER COMPENSATION I. SERVICE PLAN OFFERINGS - COMMISSION PAYMENTS [CONFIDENTIAL TREATMENT] II. ACCOUNT MAINTENANCE FEE: [CONFIDENTIAL TREATMENT] 6

EXHIBIT B: DEALER COMPENSATION SCHEDULE PART I: COMPENSATION LEVELS IN MILWAUKEE CGSA EFFECTIVE MARCH 3,1998 NOTE: ALL COMPENSATION IS GOVERNED BY THE TERMS ATTACHED AS PART H. IF ANY SERVICE IS TERMINATED OR DEACTIVATED ON OR BEFORE THE LAST DAY OF THE VESTING PERIOD, NO COMPENSATION WILL BE EARNED. DEALER COMPENSATION I. SERVICE PLAN OFFERINGS - COMMISSION PAYMENTS [CONFIDENTIAL TREATMENT] II. ACCOUNT MAINTENANCE FEE: [CONFIDENTIAL TREATMENT] 7

EXHIBIT B: COMPENSATION SCHEDULE PART II: PAYMENT TERMS EFFECTIVE MARCH 3,1998 I. WHAT YOUR PAYMENT WILL BE FOR EACH SALE A. Types of Sales. Dealers earn different Compensation for different types of sales ("Sales"). The type of Sale will depend on four things: whether you sell to a New Customer or an Existing Customer (defined below); which Service Plan you sell; whether the Service Plan is sold on standard terms or is part of a Promotion, Special Offer, Discount and/or Reduced Rate Package; and the area code of the Customer's Mobile Number (area codes outside the Dealer's Authorized Sales Area may receive different compensation treatment). New Customers are Customers who did not purchase any Ameritech Service for ninety (90) days before the current sale and/or Customers who activate additional Service line(s) and keep their existing Service line for ninety (90) days after the current sale. If a Customer's existing Ameritech Service line is deactivated within ninety (90) days before or after the current Sale, then he/she is not a New Customer.

EXHIBIT B: DEALER COMPENSATION SCHEDULE PART I: COMPENSATION LEVELS IN MILWAUKEE CGSA EFFECTIVE MARCH 3,1998 NOTE: ALL COMPENSATION IS GOVERNED BY THE TERMS ATTACHED AS PART H. IF ANY SERVICE IS TERMINATED OR DEACTIVATED ON OR BEFORE THE LAST DAY OF THE VESTING PERIOD, NO COMPENSATION WILL BE EARNED. DEALER COMPENSATION I. SERVICE PLAN OFFERINGS - COMMISSION PAYMENTS [CONFIDENTIAL TREATMENT] II. ACCOUNT MAINTENANCE FEE: [CONFIDENTIAL TREATMENT] 7

EXHIBIT B: COMPENSATION SCHEDULE PART II: PAYMENT TERMS EFFECTIVE MARCH 3,1998 I. WHAT YOUR PAYMENT WILL BE FOR EACH SALE A. Types of Sales. Dealers earn different Compensation for different types of sales ("Sales"). The type of Sale will depend on four things: whether you sell to a New Customer or an Existing Customer (defined below); which Service Plan you sell; whether the Service Plan is sold on standard terms or is part of a Promotion, Special Offer, Discount and/or Reduced Rate Package; and the area code of the Customer's Mobile Number (area codes outside the Dealer's Authorized Sales Area may receive different compensation treatment). New Customers are Customers who did not purchase any Ameritech Service for ninety (90) days before the current sale and/or Customers who activate additional Service line(s) and keep their existing Service line for ninety (90) days after the current sale. If a Customer's existing Ameritech Service line is deactivated within ninety (90) days before or after the current Sale, then he/she is not a New Customer. Existing Customers are Customers who have had any Ameritech Service within ninety (90) days before the current sale. In the case of both New Customers and Existing Customers, "Customer" shall not include those persons or business entities which purchase or intend to purchase Service for resale to other end users. Dealer shall not be entitled to any Compensation or other amounts including but not limited to equipment rebates on account of any transaction with any person or entity purchasing Service for resale to third parties, and if Compensation or other amounts including but not limited to equipment rebates on account of any such transaction is advanced, it may be set off against (or deducted from) other amounts payable to Dealer by Ameritech. NOTE: No Compensation is earned when an Existing Customer changes Service Plans. Service Plans are defined by Ameritech, in its sole discretion. Service Plan definitions are based on various factors, including but not limited to transmission technology and application (that is, a sale of an analog transmission Service Plan may be compensated differently from digital transmission and/or wireless data Service Plan); Packages (discounts and/or reduced rates, packaged minutes, free minutes, etc.); and Added Features (such as Standard and Enhanced Message Service, Call Waiting, Call Forwarding, and Three-Way Calling). As of the date above, Standard Service Plans include, but are not limited to, Service Plans that are sold without any Promotion, Special Offer, Discount and/or Rate Reduction. Special Offers include Non-Standard Service Plans, including but not limited to Standard Service Plans sold as part of a Promotion, a Package or a Special

EXHIBIT B: COMPENSATION SCHEDULE PART II: PAYMENT TERMS EFFECTIVE MARCH 3,1998 I. WHAT YOUR PAYMENT WILL BE FOR EACH SALE A. Types of Sales. Dealers earn different Compensation for different types of sales ("Sales"). The type of Sale will depend on four things: whether you sell to a New Customer or an Existing Customer (defined below); which Service Plan you sell; whether the Service Plan is sold on standard terms or is part of a Promotion, Special Offer, Discount and/or Reduced Rate Package; and the area code of the Customer's Mobile Number (area codes outside the Dealer's Authorized Sales Area may receive different compensation treatment). New Customers are Customers who did not purchase any Ameritech Service for ninety (90) days before the current sale and/or Customers who activate additional Service line(s) and keep their existing Service line for ninety (90) days after the current sale. If a Customer's existing Ameritech Service line is deactivated within ninety (90) days before or after the current Sale, then he/she is not a New Customer. Existing Customers are Customers who have had any Ameritech Service within ninety (90) days before the current sale. In the case of both New Customers and Existing Customers, "Customer" shall not include those persons or business entities which purchase or intend to purchase Service for resale to other end users. Dealer shall not be entitled to any Compensation or other amounts including but not limited to equipment rebates on account of any transaction with any person or entity purchasing Service for resale to third parties, and if Compensation or other amounts including but not limited to equipment rebates on account of any such transaction is advanced, it may be set off against (or deducted from) other amounts payable to Dealer by Ameritech. NOTE: No Compensation is earned when an Existing Customer changes Service Plans. Service Plans are defined by Ameritech, in its sole discretion. Service Plan definitions are based on various factors, including but not limited to transmission technology and application (that is, a sale of an analog transmission Service Plan may be compensated differently from digital transmission and/or wireless data Service Plan); Packages (discounts and/or reduced rates, packaged minutes, free minutes, etc.); and Added Features (such as Standard and Enhanced Message Service, Call Waiting, Call Forwarding, and Three-Way Calling). As of the date above, Standard Service Plans include, but are not limited to, Service Plans that are sold without any Promotion, Special Offer, Discount and/or Rate Reduction. Special Offers include Non-Standard Service Plans, including but not limited to Standard Service Plans sold as part of a Promotion, a Package or a Special Offer; and Discounts and/or Reduced Rates for businesses, corporate accounts, eligible associations and other Reduced Rate Plans (all of which are referred to as "Special Offers"). AMERITECH RESERVES THE RIGHT TO ADD, DELETE AND/OR MODIFY SERVICE PLANS AND SPECIAL OFFERS THROUGHOUT THE TERM OF THE DEALER'S SALES AGREEMENT. Part I shows the Compensation rates in effect in Dealer's Authorized Sales Area for each type of Sale. (Remember, not all Service Plans and Special Offers are available in all markets and some are not available to all Dealers.) "Compensation" refers to all forms of Compensation, including but not limited to Commission Payments and Account Maintenance Fees, either separately or collectively. B. Types of Compensation. 1. One Commission Payment is paid for each Sale to a New Customer of a Mobile Service line 8

identified by a mobile telephone number combined with an ESN number (or an Internet protocol address assigned to a mobile end system in the case of CDPD lines), no matter how many Service Plans and/or Special

identified by a mobile telephone number combined with an ESN number (or an Internet protocol address assigned to a mobile end system in the case of CDPD lines), no matter how many Service Plans and/or Special Offers are combined in the Sale. Please note: Commission Payments for Standard Service Plans and Special Offers will vary. See Part I. There are two (2) kinds of Commission Payments, depending on the type of Sale: a. Standard Commission is paid for each Sale to a New Customer of a Standard Service Plan unless the Sale involves a Special Offer. b. Special Offer Commissions are paid for each Sale to an Eligible Customer under any Special Offer. Special Offer Commissions will vary. If a Sale to an Eligible Customer involves any Special Offer, the Commission Payment will always be the applicable Special Offer Commission (no matter how many Service Plans or Special Offers are combined in the Sale). 2. Account Maintenance Fees, sometimes called "Residuals", can be earned in connection with Sales to New Customers of Standard Service Plans and some Special Offers. Account Maintenance Fees are not earned in connection with certain other Special Offers; for details, see Part I and/or the Special Offer notice. In order to earn Account Maintenance Fees, Ameritech Dealers must be available to perform, and must actually perform, high quality account maintenance-type services for Ameritech's Customers. In consideration of Dealer's performance of its obligations under this Sales Agreement, including account maintenance efforts, Ameritech pays each Dealer Account Maintenance Fees for those Customers who purchase eligible Service Plans and are assigned to such Dealer for account maintenance services (see Part I for more about eligible Service Plans). In most cases, the Dealer which originally sells Service to a Customer will also provide account maintenance services to that Customer, and therefore will collect any Account Maintenance Fees generated through that Customer's continued purchase of Service. However, this is not always true. If Ameritech determines that the Dealer which first sold Service to a given Customer is unwilling or unable to provide appropriate account maintenance services to that Customer (equipment replacement transactions will not automatically trigger this determination); or if the Customer chooses to obtain such services from a different Dealer or Ameritech store; or if the Dealer's Sales Agreement expires or terminates (for any reason or no reason), then Ameritech will delete such Customer for purposes of payment from the first Dealer's account maintenance fee base, and may subsequently designate a different Dealer or Ameritech store as the Customer's dealer for account maintenance purposes (the "Dealer of Record"). In such case, the Dealer which formerly provided account maintenance services to the Customer stops earning any Account Maintenance Fees for that Customer as of the effective date of such deletion. If a Dealer's Sales Agreement expires or terminates, the Dealer will not, under any circumstances, earn any Account Maintenance Fees for any Service purchase periods which occur after the Sales Agreement's expiration or termination date -- even though the Customers formerly assigned to the Dealer for account maintenance services may continue to purchase Service from Ameritech. A Dealer's final Account Maintenance Fee payment, reduced by any permitted set offs, will be for the Service purchase periods which end on the date when the Sales Agreement expires or terminates. For each Customer who purchases an eligible Service Plan, the Dealer of Record will earn, during the term of Dealer's Sales Agreement, [CONFIDENTIAL TREATMENT]. No Account Maintenance Fees will be earned or paid for any Service which does not 9

[CONFIDENTIAL TREATMENT] 3. Sales Outside Authorized Area. If a Dealer sells Service to New Customers whose mobile numbers have area codes for Service areas outside the Dealer's Authorized Sales Area(s), then the Dealer will earn the Commission Payment in effect in the Market area (CGSA, MSA or RSA) in which the Customer's mobile number originates, but no Account Maintenance Fees. 4. Unauthorized Sales. Dealer shall not be entitled to any Compensation or other amounts including but not

[CONFIDENTIAL TREATMENT] 3. Sales Outside Authorized Area. If a Dealer sells Service to New Customers whose mobile numbers have area codes for Service areas outside the Dealer's Authorized Sales Area(s), then the Dealer will earn the Commission Payment in effect in the Market area (CGSA, MSA or RSA) in which the Customer's mobile number originates, but no Account Maintenance Fees. 4. Unauthorized Sales. Dealer shall not be entitled to any Compensation or other amounts including but not limited to equipment rebates in connection with the Sale of Service to a Customer (a) whom Dealer has permitted to purchase a Service Plan which is not authorized by Ameritech for that Customer, or (b) whom Dealer has permitted to activate lines in excess of those authorized by Ameritech for a Customer. Ameritech shall have the right to charge back Dealer in the amount of any Compensation or other amounts including but not limited to equipment rebates advanced to Dealer in connection with any Sales described in this Section. II. HOW YOU EARN PAYMENTS A. [CONFIDENTIAL TREATMENT] B. Service Order Procedures. In order to receive Commission Payment and Account Maintenance Fee advances, Dealers must obtain from each Customer at the time of sale and be prepared to produce, within ten (10) days after the Customer's Mobile Service is activated, properly completed Ameritech Service Orders and/or Terms and Conditions pamphlets and any other required forms (Forms), including applicable Service Plan information and credit information. From time to time, Ameritech may audit all Forms in Dealer's possession to determine whether complete records are being maintained. [CONFIDENTIAL TREATMENT]. To be complete, each Form must include all of the following, in addition to any other information required pursuant to Ameritech policies communicated to Dealer: 10

o The Customer's signature. o Verification that driver's license or state ID was checked to authenticate identification o Proof of membership in appropriate association (if applicable) o Proof of employment by appropriate employer (if applicable) o A valid credit class from the credit agency selected by Ameritech, or an accepted Ameritech credit authorization. Dealers will be charged back the applicable Commission Payment and Account Maintenance Fees for each Sale if the Forms do not comply with these requirements. During the term of the Dealer's Sales Agreement, Dealer shall retain all Forms at its principal place of business for a period of at least five (5) years from the date of their creation. Upon expiration or termination of Dealer's Sales Agreement, Dealer shall retain all Forms in trust for Ameritech and return them pursuant to the Termination section thereof. C. When a Transaction Is Not a Sale. No Commission Payment or Account Maintenance Fees can be earned for any Sales of "trial subscriptions" or of lines which are never activated and accepted by the Customer. Also, if the appropriate Commission Payment has been paid to a Dealer in connection with any Service line, then additional Services in connection with that Service line will not qualify as additional Sales. For example, no additional Commission Payment will be paid for any of the following: o Change of ESN and/or equipment upgrade; o Change of Mobile number; o Change or renewal of Service Plan;

o The Customer's signature. o Verification that driver's license or state ID was checked to authenticate identification o Proof of membership in appropriate association (if applicable) o Proof of employment by appropriate employer (if applicable) o A valid credit class from the credit agency selected by Ameritech, or an accepted Ameritech credit authorization. Dealers will be charged back the applicable Commission Payment and Account Maintenance Fees for each Sale if the Forms do not comply with these requirements. During the term of the Dealer's Sales Agreement, Dealer shall retain all Forms at its principal place of business for a period of at least five (5) years from the date of their creation. Upon expiration or termination of Dealer's Sales Agreement, Dealer shall retain all Forms in trust for Ameritech and return them pursuant to the Termination section thereof. C. When a Transaction Is Not a Sale. No Commission Payment or Account Maintenance Fees can be earned for any Sales of "trial subscriptions" or of lines which are never activated and accepted by the Customer. Also, if the appropriate Commission Payment has been paid to a Dealer in connection with any Service line, then additional Services in connection with that Service line will not qualify as additional Sales. For example, no additional Commission Payment will be paid for any of the following: o Change of ESN and/or equipment upgrade; o Change of Mobile number; o Change or renewal of Service Plan; o Correction of system entry errors; o Conversion from main to subaccount or vice versa; and/or o Assumptions of service D. Special Offers. All Dealers are authorized and expected to sell Standard Service Plans. Dealers are encouraged, but not required, to participate in any Ameritech Special Offers for which they qualify. Dealers will be notified and offered the opportunity to participate in every Special Offer for which they qualify. (Additional copies of the Sales and Administration Memos (SAMs) and the Special Offer letter or Compensation notice for any Special Offer can be obtained from the Area Sales Manager). Dealer participation in any Special Offer is completely voluntary; however, any Sale under a Special Offer constitutes the Dealer's acceptance of all the terms of the Special Offer, including Compensation (even where the Special Offer Commission and/or Account Maintenance Fees are lower than the Commission Payment and/or Account Maintenance Fees for the Sale of any Standard Service Plan involved in the Special Offer.) E. When the Sales Agreement Expires or Terminates. The Dealer's right to be compensated for Sales lasts as long as the Dealer's Sales Agreement is in effect, and expires when the Dealer's Sales Agreement expires or terminates. After expiration or termination, the Dealer will be paid Commission Payments only for Sales made on or before the expiration or termination date. Further, Dealer will only be paid for Account Maintenance Fees if they are fully earned on or before the expiration or termination date, i.e., only with respect to Customers' Service periods which end on or before the termination or expiration of the Dealer's Sales Agreement (or the date of deletion of a Customer for purposes of payment from a Dealer's Account Maintenance Fee base). If Compensation advanced before the expiration or termination date is not earned, Ameritech will either deduct the unearned Compensation from the Dealer's final payment, or obtain repayment from the Dealer. Ameritech reserves the right to hold back Dealer Compensation, the right to which has not vested prior to the expiration or termination date, [CONFIDENTIAL TREATMENT] 11

[CONFIDENTIAL TREATMENT] III. HOW AND WHEN PAYMENT IS MADE A. Dates. If the Dealer obtains and transmits complete Form information by the last day of the month, then Ameritech will advance the Dealer's Compensation by the fifteenth (15th) business day after the month closes. B. Deductions. All amounts which Dealers owe Ameritech; whether pursuant to this Sales Agreement, any Paging Service Sales and Equipment Agreement, Equipment Distribution Agreement, or any other agreement or relationship between Dealer and Ameritech, may be set off against or deducted from all amounts which Ameritech owes Dealers, including but not limited to Compensation (for sale of Cellular and Paging Service), equipment rebates, Equipment Reimbursement Program and spiffs. Such deductions include, but are not limited to, equipment debt, Dealers' past-due Cellular or Paging Service charges, Dealers' share of expenses related to any special advertising or promotion in which Dealers specifically agree to participate, and Customer debt as provided in Section III D hereof. C. Customer Deposits. Dealer shall accept Customer deposits on behalf of Ameritech, but in its own name in accordance with Ameritech's then-current Security Deposit Policy. Customer deposits collected must be in the amount mandated by the credit class assigned to the Customer by Ameritech, and may be in the form of cash, check, money order or credit card charge. Dealer will retain the amounts accepted as Customer deposits in payment of like amounts owed by Ameritech to Dealer. Upon activation of each Customer who has paid a Customer deposit to Dealer, Ameritech will debit (or subtract) the amount of the Customer deposit for that Customer based on the Customer's credit class, from any amounts owed Dealer by Ameritech, including but not limited to Commission Payments, Account Maintenance Fees and equipment rebates. If a Customer's check in payment of a Customer deposit is returned to Dealer for insufficient funds, or if Dealer incurs a chargeback for a Customer deposit amount charged to a credit card, then Dealer shall forward to Ameritech the returned check or chargeback advice, as the case may be, along with an Ameritech form prescribed for this purpose. Ameritech shall refund to Dealer the amount of the returned check or chargeback, together with any fees incurred by Dealer on account of the same, in accordance with Ameritech's then-current Security Deposit Policy. D. Customer Debt. When Dealers do not comply with Sales procedures, the risk of bad Customer debt is increased. The Dealer will be charged for Customer debt as follows: 1. If within fifteen (15) days after activation, (a) a Customer asks his/her Dealer to cancel Service or (b) lines are never activated and accepted by the Customer, and in either case the Dealer fails to notify Ameritech within the same period, then the Dealer will be charged for any activation charges incurred up to a maximum of $35.00 per line, plus any applicable taxes actually incurred by Ameritech (other than income taxes). 2. If a Dealer does not obtain and maintain complete Forms, and the Customer fails to pay any Service charges incurred [CONFIDENTIAL TREATMENT], and (after making reasonable efforts) Ameritech cannot collect the resulting bad debt from the Customer, then Ameritech will charge back and set off such uncollectible debt against all Compensation and other amounts which the Dealer otherwise would have earned for such Sale including but not limited to equipment rebates, Commission Payments, Account Maintenance Fees, and other applicable Compensation (if any). However, the Dealer shall have no liability for any uncollectible debt, which exceeds such Compensation and other amounts. 3. If a Dealer accepts any Customer account payment, not including Customer deposits (which are covered by Paragraph III C above), and fails to forward the payment and/or proper identifying information to Ameritech, then Ameritech will charge back and set off the full amount of the Customer account payment against any amounts owed to the Dealer, including but not limited to Compensation and equipment rebates. 12

E. Disputes. If Dealer disputes (a) any payment, or (b) Ameritech's failure to make a payment claimed by the Dealer to be due, it must notify Ameritech of the dispute in writing within [CONFIDENTIAL TREATMENT] the disputed payment date, in the case of disputed payments, or the transaction date, in the case of failures to make

[CONFIDENTIAL TREATMENT] III. HOW AND WHEN PAYMENT IS MADE A. Dates. If the Dealer obtains and transmits complete Form information by the last day of the month, then Ameritech will advance the Dealer's Compensation by the fifteenth (15th) business day after the month closes. B. Deductions. All amounts which Dealers owe Ameritech; whether pursuant to this Sales Agreement, any Paging Service Sales and Equipment Agreement, Equipment Distribution Agreement, or any other agreement or relationship between Dealer and Ameritech, may be set off against or deducted from all amounts which Ameritech owes Dealers, including but not limited to Compensation (for sale of Cellular and Paging Service), equipment rebates, Equipment Reimbursement Program and spiffs. Such deductions include, but are not limited to, equipment debt, Dealers' past-due Cellular or Paging Service charges, Dealers' share of expenses related to any special advertising or promotion in which Dealers specifically agree to participate, and Customer debt as provided in Section III D hereof. C. Customer Deposits. Dealer shall accept Customer deposits on behalf of Ameritech, but in its own name in accordance with Ameritech's then-current Security Deposit Policy. Customer deposits collected must be in the amount mandated by the credit class assigned to the Customer by Ameritech, and may be in the form of cash, check, money order or credit card charge. Dealer will retain the amounts accepted as Customer deposits in payment of like amounts owed by Ameritech to Dealer. Upon activation of each Customer who has paid a Customer deposit to Dealer, Ameritech will debit (or subtract) the amount of the Customer deposit for that Customer based on the Customer's credit class, from any amounts owed Dealer by Ameritech, including but not limited to Commission Payments, Account Maintenance Fees and equipment rebates. If a Customer's check in payment of a Customer deposit is returned to Dealer for insufficient funds, or if Dealer incurs a chargeback for a Customer deposit amount charged to a credit card, then Dealer shall forward to Ameritech the returned check or chargeback advice, as the case may be, along with an Ameritech form prescribed for this purpose. Ameritech shall refund to Dealer the amount of the returned check or chargeback, together with any fees incurred by Dealer on account of the same, in accordance with Ameritech's then-current Security Deposit Policy. D. Customer Debt. When Dealers do not comply with Sales procedures, the risk of bad Customer debt is increased. The Dealer will be charged for Customer debt as follows: 1. If within fifteen (15) days after activation, (a) a Customer asks his/her Dealer to cancel Service or (b) lines are never activated and accepted by the Customer, and in either case the Dealer fails to notify Ameritech within the same period, then the Dealer will be charged for any activation charges incurred up to a maximum of $35.00 per line, plus any applicable taxes actually incurred by Ameritech (other than income taxes). 2. If a Dealer does not obtain and maintain complete Forms, and the Customer fails to pay any Service charges incurred [CONFIDENTIAL TREATMENT], and (after making reasonable efforts) Ameritech cannot collect the resulting bad debt from the Customer, then Ameritech will charge back and set off such uncollectible debt against all Compensation and other amounts which the Dealer otherwise would have earned for such Sale including but not limited to equipment rebates, Commission Payments, Account Maintenance Fees, and other applicable Compensation (if any). However, the Dealer shall have no liability for any uncollectible debt, which exceeds such Compensation and other amounts. 3. If a Dealer accepts any Customer account payment, not including Customer deposits (which are covered by Paragraph III C above), and fails to forward the payment and/or proper identifying information to Ameritech, then Ameritech will charge back and set off the full amount of the Customer account payment against any amounts owed to the Dealer, including but not limited to Compensation and equipment rebates. 12

E. Disputes. If Dealer disputes (a) any payment, or (b) Ameritech's failure to make a payment claimed by the Dealer to be due, it must notify Ameritech of the dispute in writing within [CONFIDENTIAL TREATMENT] the disputed payment date, in the case of disputed payments, or the transaction date, in the case of failures to make payment. Disputes raised more than one hundred eighty

E. Disputes. If Dealer disputes (a) any payment, or (b) Ameritech's failure to make a payment claimed by the Dealer to be due, it must notify Ameritech of the dispute in writing within [CONFIDENTIAL TREATMENT] the disputed payment date, in the case of disputed payments, or the transaction date, in the case of failures to make payment. Disputes raised more than one hundred eighty (180) days after such date will not be considered. In order to dispute any payment, or failure to make payment, the Dealer must present businesslike documentation of the dispute. F. [CONFIDENTIAL TREATMENT] IV. OTHER [CONFIDENTIAL TREATMENT] 13

Exhibit 10.13 REGIONAL ADDENDUM to CELLULAR SERVICE SALES AGREEMENT and AUTHORIZED AGENCY AGREEMENT This Regional Addendum ("Addendum") to that certain Cellular Service Sales Agreement (the "Madison/Milwaukee Sales Agreement") dated July 17, 2000 by and between Ameritech Mobile Communications, Inc. ("Ameritech") and Areawide Cellular, Inc. ("Distributor"), and that certain Authorized Agency Agreement (the "Illinois Sales Agreement") dated October 1, 1997 by and between Southwestern Bell Mobile Systems, Inc. d/b/a CellularOne - Chicago ("CellularOne") and Distributor is made and entered into by the Parties as of July 17, 2000 (the "Effective Date"). Ameritech, CellularOne and Distributor are sometimes referred to as the "Parties." Capitalized terms used in this Addendum and not defined herein shall have the meaning ascribed to them in the Madison/Milwaukee Sales Agreement or the Illinois Sales Agreement, as the context requires. WHEREAS, Distributor is a distributor for Ameritech wireless service ("Service") in the Madison/Milwaukee Market pursuant to the Madison/Milwaukee Sales Agreement; and WHEREAS, Distributor is a distributor for CellularOne Service in the Illinois Market pursuant to the Illinois Sales Agreement; and WHEREAS, Distributor and Ameritech desire to supplement the Madison/Milwaukee Sales Agreement, and Distributor and CellularOne desire to supplement the Illinois Sales Agreement with certain provisions affording Distributor in each case additional compensation in return for Distributor's agreement to open additional points of distribution in accordance with the CellularOne/Ameritech Regional Distributor Policy; and WHEREAS, the provisions of this Addendum affecting the Madison/Milwaukee Market, including the Madison/Milwaukee Market portion of provisions affecting both Markets, constitute a "Special Offer" under the Madison/Milwaukee Sales Agreement. NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Regional Addendum, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and upon the terms and subject to the conditions set forth below, the Parties agree as follows: 1. Authorized Locations - Madison/Milwaukee Market. Distributor agrees to open three Authorized Locations in

Exhibit 10.13 REGIONAL ADDENDUM to CELLULAR SERVICE SALES AGREEMENT and AUTHORIZED AGENCY AGREEMENT This Regional Addendum ("Addendum") to that certain Cellular Service Sales Agreement (the "Madison/Milwaukee Sales Agreement") dated July 17, 2000 by and between Ameritech Mobile Communications, Inc. ("Ameritech") and Areawide Cellular, Inc. ("Distributor"), and that certain Authorized Agency Agreement (the "Illinois Sales Agreement") dated October 1, 1997 by and between Southwestern Bell Mobile Systems, Inc. d/b/a CellularOne - Chicago ("CellularOne") and Distributor is made and entered into by the Parties as of July 17, 2000 (the "Effective Date"). Ameritech, CellularOne and Distributor are sometimes referred to as the "Parties." Capitalized terms used in this Addendum and not defined herein shall have the meaning ascribed to them in the Madison/Milwaukee Sales Agreement or the Illinois Sales Agreement, as the context requires. WHEREAS, Distributor is a distributor for Ameritech wireless service ("Service") in the Madison/Milwaukee Market pursuant to the Madison/Milwaukee Sales Agreement; and WHEREAS, Distributor is a distributor for CellularOne Service in the Illinois Market pursuant to the Illinois Sales Agreement; and WHEREAS, Distributor and Ameritech desire to supplement the Madison/Milwaukee Sales Agreement, and Distributor and CellularOne desire to supplement the Illinois Sales Agreement with certain provisions affording Distributor in each case additional compensation in return for Distributor's agreement to open additional points of distribution in accordance with the CellularOne/Ameritech Regional Distributor Policy; and WHEREAS, the provisions of this Addendum affecting the Madison/Milwaukee Market, including the Madison/Milwaukee Market portion of provisions affecting both Markets, constitute a "Special Offer" under the Madison/Milwaukee Sales Agreement. NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Regional Addendum, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and upon the terms and subject to the conditions set forth below, the Parties agree as follows: 1. Authorized Locations - Madison/Milwaukee Market. Distributor agrees to open three Authorized Locations in Madison/Milwaukee pursuant to the Madison/Milwaukee Sales Agreement. All three Authorized Locations must be operational by September 15, 2000. All Authorized Locations must be pre-approved in writing by Ameritech. If all

three Authorized Locations are not operational by September 15, 2000, then the Additional Compensation set out in both subsections of Section 2 hereof shall cease as of that date, and any Additional Compensation paid to Distributor prior to that date will be recovered from Distributor via charge backs against unpaid compensation amounts accrued pursuant to the relevant Sales Agreement (i.e., Additional Compensation accrued pursuant to the Madison/Milwaukee Sales Agreement shall be charged back against unpaid compensation accrued pursuant to the Madison/Milwaukee Sales Agreement, and Additional Compensation accrued pursuant to the Illinois Sales Agreement shall be charged back against unpaid compensation accrued pursuant to the Illinois Sales Agreement), or otherwise repaid by Distributor. Section 2. Regional Compensation.

three Authorized Locations are not operational by September 15, 2000, then the Additional Compensation set out in both subsections of Section 2 hereof shall cease as of that date, and any Additional Compensation paid to Distributor prior to that date will be recovered from Distributor via charge backs against unpaid compensation amounts accrued pursuant to the relevant Sales Agreement (i.e., Additional Compensation accrued pursuant to the Madison/Milwaukee Sales Agreement shall be charged back against unpaid compensation accrued pursuant to the Madison/Milwaukee Sales Agreement, and Additional Compensation accrued pursuant to the Illinois Sales Agreement shall be charged back against unpaid compensation accrued pursuant to the Illinois Sales Agreement), or otherwise repaid by Distributor. Section 2. Regional Compensation. (a) Chicago. During the term of the Regional Addendum, CellularOne shall pay Distributor a [CONFIDENTIAL TREATMENT] on Distributor's existing Chicago customer base, and on all contracted new line activations, [CONFIDENTIAL TREATMENT], subject to the terms and conditions, other than minimum percentage, of the Illinois Sales Agreement. Such terms and conditions include, but are not limited to, [CONFIDENTIAL TREATMENT]. (b) Madison/Milwaukee. In the Madison/Milwaukee Market, Distributor's Regional Compensation shall be [CONFIDENTIAL TREATMENT], calculated as follows: [CONFIDENTIAL TREATMENT] Subject to the terms and conditions of this Addendum, such [CONFIDENTIAL TREATMENT] shall be in addition to the compensation payable to Distributor pursuant to the Madison/Milwaukee Sales Agreement.

Only activations of new cellular contracted numbers are included for purposes of determining the number of Total New Line Activations Per Month. [CONFIDENTIAL TREATMENT] is paid only on new cellular contracted lines (Service contract with a term of at least 12 months) activated in that month, subject to applicable chargebacks. No Term activations, Pick Up & Go Cellular activations and any transactions, which are not a "Sale" under the Madison/Milwaukee Sales Agreement [CONFIDENTIAL TREATMENT]. [CONFIDENTIAL TREATMENT] Account Maintenance Fees for Madison/Milwaukee will be paid pursuant to the then current Dealer Compensation Schedule - Exhibit B of Distributor's Madison/Milwaukee Sales Agreement, as such may be amended, modified or changed from time to time ("Compensation Schedule"). If the Compensation Schedule is modified, amended or changed Distributor shall have the option of continuing under the modified, amended or changed Compensation Schedule or, upon written notice to Ameritech, [CONFIDENTIAL TREATMENT] subject to all terms and conditions, payment terms and other requirements, including but not limited to [CONFIDENTIAL TREATMENT], of the Compensation Schedule and the Madison/Milwaukee Sales Agreement. (c) General. CellularOne and Ameritech reserve the right to modify or change the amounts and calculations of the compensation under this Agreement upon thirty (30) days prior written notice. Payment of any residual is contingent upon the existence of a current Sales Agreement; if the Sales Agreement terminates so does the right to any residual.

Section 3. Term. This Addendum shall take effect on the Effective Date, and shall remain in effect for a period of five (5) years, unless terminated earlier pursuant to Section 5 hereof. Section 4. Termination.

Only activations of new cellular contracted numbers are included for purposes of determining the number of Total New Line Activations Per Month. [CONFIDENTIAL TREATMENT] is paid only on new cellular contracted lines (Service contract with a term of at least 12 months) activated in that month, subject to applicable chargebacks. No Term activations, Pick Up & Go Cellular activations and any transactions, which are not a "Sale" under the Madison/Milwaukee Sales Agreement [CONFIDENTIAL TREATMENT]. [CONFIDENTIAL TREATMENT] Account Maintenance Fees for Madison/Milwaukee will be paid pursuant to the then current Dealer Compensation Schedule - Exhibit B of Distributor's Madison/Milwaukee Sales Agreement, as such may be amended, modified or changed from time to time ("Compensation Schedule"). If the Compensation Schedule is modified, amended or changed Distributor shall have the option of continuing under the modified, amended or changed Compensation Schedule or, upon written notice to Ameritech, [CONFIDENTIAL TREATMENT] subject to all terms and conditions, payment terms and other requirements, including but not limited to [CONFIDENTIAL TREATMENT], of the Compensation Schedule and the Madison/Milwaukee Sales Agreement. (c) General. CellularOne and Ameritech reserve the right to modify or change the amounts and calculations of the compensation under this Agreement upon thirty (30) days prior written notice. Payment of any residual is contingent upon the existence of a current Sales Agreement; if the Sales Agreement terminates so does the right to any residual.

Section 3. Term. This Addendum shall take effect on the Effective Date, and shall remain in effect for a period of five (5) years, unless terminated earlier pursuant to Section 5 hereof. Section 4. Termination. (a) This Addendum and any payment hereunder shall automatically terminate, without further action or notice: (i) If and when the Madison/Milwaukee Sales Agreement and/or the Illinois Sales Agreement terminates; (ii) On September 15, 2000 if by that date Distributor shall not have opened and rendered operational all three initial Authorized Locations required by Section 1 hereof to be open and operational by September 15, 2000; or (iii) If Distributor fails to obtain CellularOne's prior written approval (which may be withheld for any reason or no reason) of any change either of majority ownership interest of Distributor or effective control of Distributor. (b) This Addendum and any payments hereunder shall terminate if either Party provides the other with thirty (30) days written notice of termination, with cause, if the other Party: (i) Makes an assignment for the benefit of creditors, has any trustee or receiver appointed by any court for any substantial part of its assets, or is the subject of any Order For Relief entered under the Federal Bankruptcy Code (Title 11, United States Code) that is not dismissed within sixty (60) days; or (ii) Makes or has made any material misrepresentation or omission in entering into this Addendum; or an owner, partner or executive of such Party is convicted of or pleads no contest to and/or has filed against it any indictment or information involving a felony or other crime or offense that, in the sole judgment of the terminating Party, is likely to affect adversely the reputation of the other Party or any of the other's Affiliates, or the goodwill of the other Party's marks or logos; or attempts to make an unauthorized assignment of this Addendum; or receives a notice of violation of terms or conditions of any license or permit required in the conduct of its business and fails to correct such violation within the time period specified in such (iii) If any regulatory agency promulgates any rule, regulation or order which in effect or application prohibits or substantially impedes CellularOne and/or Ameritech from providing Service in the Illinois or Madison/Milwaukee

Section 3. Term. This Addendum shall take effect on the Effective Date, and shall remain in effect for a period of five (5) years, unless terminated earlier pursuant to Section 5 hereof. Section 4. Termination. (a) This Addendum and any payment hereunder shall automatically terminate, without further action or notice: (i) If and when the Madison/Milwaukee Sales Agreement and/or the Illinois Sales Agreement terminates; (ii) On September 15, 2000 if by that date Distributor shall not have opened and rendered operational all three initial Authorized Locations required by Section 1 hereof to be open and operational by September 15, 2000; or (iii) If Distributor fails to obtain CellularOne's prior written approval (which may be withheld for any reason or no reason) of any change either of majority ownership interest of Distributor or effective control of Distributor. (b) This Addendum and any payments hereunder shall terminate if either Party provides the other with thirty (30) days written notice of termination, with cause, if the other Party: (i) Makes an assignment for the benefit of creditors, has any trustee or receiver appointed by any court for any substantial part of its assets, or is the subject of any Order For Relief entered under the Federal Bankruptcy Code (Title 11, United States Code) that is not dismissed within sixty (60) days; or (ii) Makes or has made any material misrepresentation or omission in entering into this Addendum; or an owner, partner or executive of such Party is convicted of or pleads no contest to and/or has filed against it any indictment or information involving a felony or other crime or offense that, in the sole judgment of the terminating Party, is likely to affect adversely the reputation of the other Party or any of the other's Affiliates, or the goodwill of the other Party's marks or logos; or attempts to make an unauthorized assignment of this Addendum; or receives a notice of violation of terms or conditions of any license or permit required in the conduct of its business and fails to correct such violation within the time period specified in such (iii) If any regulatory agency promulgates any rule, regulation or order which in effect or application prohibits or substantially impedes CellularOne and/or Ameritech from providing Service in the Illinois or Madison/Milwaukee Market respectively, or

makes the performance of this Addendum subject to terms and conditions unacceptable to either Party. No waiver by either Party of any deficiencies in one or more instances shall constitute a waiver of such Party's rights to terminate this Addendum in subsequent instances. For purposes of this Section, CellularOne and Ameritech shall be considered one Party. Section 5. Application of Covenant Not to Compete Provisions. Distributor agrees that the following provisions shall be incorporated into its Madison/Milwaukee Sales Agreement by this reference: In connection of Ameritech's grant to Distributor of the right to use the Marks, the right to advertise affiliation with Ameritech as an authorized Distributor of Ameritech and the great value of the goodwill associated with Distributor's ability to use the Marks, which rights and value are not available to distributors generally, and in recognition of the value of specialized, technical knowledge of the cellular industry imparted by Ameritech to Distributor from time to time, Distributor agrees to be bound by the covenants in this Section 6. Such rights and value shall constitute independent consideration for the covenants in this Section 6 as does the provisions of the Regional Addendum entered into between the parties. Distributor recognizes and agrees that the Covenants contained in this Section are reasonable in view of Ameritech's legitimate interests in protecting its confidential information and customer goodwill and Ameritech's investment in Distributor's training and development and to protect other business interests of Ameritech. Distributor also acknowledges that one intent of this Covenant is to allow

makes the performance of this Addendum subject to terms and conditions unacceptable to either Party. No waiver by either Party of any deficiencies in one or more instances shall constitute a waiver of such Party's rights to terminate this Addendum in subsequent instances. For purposes of this Section, CellularOne and Ameritech shall be considered one Party. Section 5. Application of Covenant Not to Compete Provisions. Distributor agrees that the following provisions shall be incorporated into its Madison/Milwaukee Sales Agreement by this reference: In connection of Ameritech's grant to Distributor of the right to use the Marks, the right to advertise affiliation with Ameritech as an authorized Distributor of Ameritech and the great value of the goodwill associated with Distributor's ability to use the Marks, which rights and value are not available to distributors generally, and in recognition of the value of specialized, technical knowledge of the cellular industry imparted by Ameritech to Distributor from time to time, Distributor agrees to be bound by the covenants in this Section 6. Such rights and value shall constitute independent consideration for the covenants in this Section 6 as does the provisions of the Regional Addendum entered into between the parties. Distributor recognizes and agrees that the Covenants contained in this Section are reasonable in view of Ameritech's legitimate interests in protecting its confidential information and customer goodwill and Ameritech's investment in Distributor's training and development and to protect other business interests of Ameritech. Distributor also acknowledges that one intent of this Covenant is to allow Ameritech adequate time; i.e., a one-year period after termination of Distributor's relationship with Ameritech, to develop alternative marketing strategies targeting customers in the relevant retail markets in which Distributor was to solicit customers on behalf of Ameritech. The foregoing Covenants and agreements are acknowledged by Distributor as an important part of his/her contract of employment for which, in the event of breach or termination, Ameritech would suffer irreparable harm to its business and goodwill without enforcement of such Covenant and for which Ameritech would have no adequate remedy at law. Therefore, in addition to all other rights and remedies available to Ameritech, it is agreed that Ameritech may avail itself of all equitable remedies (temporary restraining order, temporary, preliminary and permanent injunction) in order to restrain and enjoin, any breach of this Covenant and these ancillary agreements by Distributor. The exercise of Ameritech's right to injunctive relief shall not preclude Distributor from obtaining any other relief for any damage or injury caused by the Distributor, including but not limited to, reasonable attorney's fees and expenses in the enforcement of this agreement. Distributor will not engage in any conduct inconsistent with or contrary to Section 7 until after the question has been resolved by a final judgment of a court of competent jurisdiction. Ameritech's failure to enforce at any time any of the provisions of this Agreement or to require at any time performance by Distributor of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either

the validity of this Agreement, or any part hereof, or the right of Ameritech thereafter to enforce each and every provision in accordance with the terms of this Agreement. Therefore, for value received, as identified above, Distributor agrees that Distributor, its officers, directors and principals, an Affiliate or the person or persons owning a controlling interest in distributor or an affiliate, shall during the term of this Agreement and except as noted below, for a period of one (1) year following the later of the expiration or termination of this Agreement: 1. not, directly or indirectly, induce, influence or suggest to any Subscriber of Ameritech CMRS to purchase CMRS from another reseller or provider of CMRS in the Market or to switch to and/or contract with another reseller or provider of CMRS in the Market; 2. not, under any circumstances or conditions whatsoever, directly or indirectly, as an individual, partner, stockholder, director, officer, employee, manager or in any other relation or capacity whatsoever engage in the sale or promotion of CMRS on behalf of any competing reseller or provider of CMRS in the Market; and

the validity of this Agreement, or any part hereof, or the right of Ameritech thereafter to enforce each and every provision in accordance with the terms of this Agreement. Therefore, for value received, as identified above, Distributor agrees that Distributor, its officers, directors and principals, an Affiliate or the person or persons owning a controlling interest in distributor or an affiliate, shall during the term of this Agreement and except as noted below, for a period of one (1) year following the later of the expiration or termination of this Agreement: 1. not, directly or indirectly, induce, influence or suggest to any Subscriber of Ameritech CMRS to purchase CMRS from another reseller or provider of CMRS in the Market or to switch to and/or contract with another reseller or provider of CMRS in the Market; 2. not, under any circumstances or conditions whatsoever, directly or indirectly, as an individual, partner, stockholder, director, officer, employee, manager or in any other relation or capacity whatsoever engage in the sale or promotion of CMRS on behalf of any competing reseller or provider of CMRS in the Market; and 3. not, directly, or indirectly, allow any other person, firm or other entity to use in the Market, the name, trade name, goodwill or any other assets or property of Distributor or Ameritech in any manner in connection with such other entity's sale of CMRS on behalf of a competing reseller or provider of CMRS in the Area, and Distributor specifically agrees not to transfer, assign, authorize or consent to the transfer of a Distributor telephone number to such a competing person, firm or other entity upon the expiration or termination of this Agreement. For the purposes of this Agreement, CMRS shall be defined as: Any and all services (including resale of said services) that (1) fit the definition of commercial mobile services pursuant to Section 332 of the Communications Act, 47 U.S.C. ss. 332, (2) are subject to regulation as commercial mobile radio services by the FCC under the orders set forth in Implementation of Sections 3(n) and 332 of the Communications Act; Regulatory Treatment of Mobile Services (CC Docket No. 93-252) or such other orders or rules as may be in effect from time to time, or (3) are the functional equivalent of a commercial mobile service as defined in 47 U.S.C. ss.332. CMRS shall in any event include CRS, all forms of specialized mobile radio service (SMR and ESMR), and personal communications services (PCS). Section 6. Assignment. Distributor has no right to assign, transfer or convey, by merger, acquisition or otherwise, all or any part of this Agreement without the prior written consent of CellularOne. Consent to assign this Regional Addendum shall be at the sole and exclusive option of CellularOne. Section 7. Entire Agreement. This Addendum, and the portions of the Madison/Milwaukee Sales Agreement and the Illinois Sales Agreement incorporated herein, set forth the entire agreement of the Parties concerning Additional Compensation to be paid in consideration of Distributor's agreement to open additional points of

distribution in accordance with the CellularOne/Ameritech Regional Distributor Policy, and supersedes all prior agreements of the Parties with respect to such subject matter. This Addendum shall be modified only by a writing signed by all Parties, except for changes required by regulatory authorities. Section 8. Choice of Law. This Addendum shall be governed and construed in accordance with the laws of the State of Illinois. IN WITNESS WHEREOF, the Parties hereto have caused this Addendum to be executed by their duly authorized officers or agents as of the date first above written. AREAWIDE CELLULAR, INC.
By: /S/ Steven Zabel ---------------------------------------------Steven Zabel CFO

distribution in accordance with the CellularOne/Ameritech Regional Distributor Policy, and supersedes all prior agreements of the Parties with respect to such subject matter. This Addendum shall be modified only by a writing signed by all Parties, except for changes required by regulatory authorities. Section 8. Choice of Law. This Addendum shall be governed and construed in accordance with the laws of the State of Illinois. IN WITNESS WHEREOF, the Parties hereto have caused this Addendum to be executed by their duly authorized officers or agents as of the date first above written. AREAWIDE CELLULAR, INC.
By: /S/ Steven Zabel ---------------------------------------------Steven Zabel CFO

AMERITECH MOBILE COMMUNICATIONS, INC. Agrees to provisions affecting Madison/Milwaukee Market, including the Madison/Milwaukee Market portion of provisions affecting both Markets.
By: /S/ Robert J. Nelson ---------------------------------------------Name: Robert J. Nelson ---------------------------------------------Title: Regional President ----------------------------------------------

CELLULARONE Agrees to provisions affecting Illinois Market, including the Illinois Market portion of provisions affecting both Markets.
/S/ Robert J. Nelson ---------------------------------------------Name: Robert J. Nelson ---------------------------------------------Title: Regional President ---------------------------------------------By:

Exhibit 10.14 AUTHORIZED AGENCY AGREEMENT BETWEEN CARRIER IDENTIFIED ON EXHIBIT B AND AGENT IDENTIFIED ON EXHIBIT B THIS AGREEMENT IS ENTERED INTO BY AGENT IDENTIFIED ON EXHIBIT B, a (SEE EXHIBIT B) corporation with its principal place of business at (SEE EXHIBIT B) ("AGENT") and CARRIER IDENTIFIED ON EXHIBIT B ("CARRIER"), a Georgia corporation, having its principal place of business at SEE EXHIBIT B on behalf of the entities listed on Exhibit A for the specific markets associated with such entities as set forth on Exhibit A. Each entity in whose behalf CARRIER contracts shall only contract for the market listed beside that entity's name.

Exhibit 10.14 AUTHORIZED AGENCY AGREEMENT BETWEEN CARRIER IDENTIFIED ON EXHIBIT B AND AGENT IDENTIFIED ON EXHIBIT B THIS AGREEMENT IS ENTERED INTO BY AGENT IDENTIFIED ON EXHIBIT B, a (SEE EXHIBIT B) corporation with its principal place of business at (SEE EXHIBIT B) ("AGENT") and CARRIER IDENTIFIED ON EXHIBIT B ("CARRIER"), a Georgia corporation, having its principal place of business at SEE EXHIBIT B on behalf of the entities listed on Exhibit A for the specific markets associated with such entities as set forth on Exhibit A. Each entity in whose behalf CARRIER contracts shall only contract for the market listed beside that entity's name. In consideration of the mutual promises and covenants set forth herein, the parties hereto agree as follows: ARTICLE I DEFINITIONS Capitalized words and phrases used in this Agreement shall have the following meaning: 1.1 Affiliate. A person, association, partnership, corporation or joint-stock company, trust or other business entity ("Person") is an affiliate of that person that directly or indirectly Controls, is Controlled by or is under common Control with another Person. Affiliates also include Persons who share the same facilities for their operations. 1.2 AGENT. The party defined as "AGENT" above and any sub-contractor, employee, servant, Affiliate or agent of said party. The term "AGENT" as used herein is applicable to one or more persons, a corporation or a partnership, as the case may be, and the singular use includes the plural and the masculine and neuter usages include the other and the feminine. 1.3 Area. The Metropolitan Statistical Area(s) ("MSA"), Rural Service Areas(s) ("RSA"), Basic Trading Area ("BTA") or Metropolitan Trading Area ("MTA") as set forth in Exhibit A, within which CARRIER has or intends to apply for regulatory authority to provide WRS and within which AGENT has the authority to solicit and contract, on behalf of CARRIER, with Subscribers. 1.4 Wireless Radio Service. ("WRS"). Any and all services authorized by the FCC under 47 Code of Federal Regulations, Parts 22 and 24. 1.5 Competing Service. WRS sold by anyone other than CARRIER. Competing Service includes CARRIER WRS sold by resellers. 1.6 Control or Controlling Interest. Ownership of fifty-one percent (51%) of the voting power of all classes of voting stock or fifty-one percent (51%) of the beneficial interests in income and capital of an entity other than a corporation. 1.7 Equipment. Mobile and portable radio units that are used by Subscribers in conjunction with WRS and approved by the FCC. 1.8 FCC. The Federal Communications Commission.

1.9. Home System. The Wireless Service System on which the Subscriber is a registered home Subscriber. 1.10 Marks. Trademarks, trade names, insignia, symbols, decorative designs, or the like which CARRIER or its Affiliate owns or is licensed or sublicensed to use in connection with Cellular Radio Service or products relating

1.9. Home System. The Wireless Service System on which the Subscriber is a registered home Subscriber. 1.10 Marks. Trademarks, trade names, insignia, symbols, decorative designs, or the like which CARRIER or its Affiliate owns or is licensed or sublicensed to use in connection with Cellular Radio Service or products relating thereto, and which CARRIER, in its sole discretion, determines that AGENT is authorized to use. 1.11 Reseller. Any person, association, partnership, corporation or joint-stock company, trust, and any other business entity which purchases bulk quantities of WRS from CARRIER for resale distribution, directly or indirectly, to ultimate users of WRS. 1.12 Roamer. A WRS user who takes the Equipment out of the range of the Home System and receives cellular service in another system's coverage area. 1.13 Subagent. An entity or person with which AGENT has an agreement for the enrollment of Subscribers to CARRIER's WRS through AGENT. 1.14 Subscriber. Any potential or actual customer who is the ultimate user of WRS provided by CARRIER. However, for the purpose of calculating compensation in Exhibit B, each WRS telephone number assigned to a customer of CARRIER's WRS is deemed to be a separate Subscriber, regardless of how many WRS telephone numbers may be used by that customer. 1.15 Usage. A period of time during which a Subscriber uses the cellular system and incurs charges for such use. ARTICLE II APPOINTMENT OF AGENT CARRIER hereby appoints AGENT, and AGENT hereby accepts the appointment, as a nonexclusive, authorized agent of CARRIER to solicit and contract on behalf of CARRIER with Subscribers for WRS in the Area, subject to all of the terms and conditions hereof. AGENT recognizes and agrees that CARRIER has the right to and may appoint other nonexclusive, authorized WRS agents in the Area, including retailers and other business organizations as distributors of WRS in the Area, and that CARRIER has the right to and may directly offer and furnish WRS to Subscribers within the Area. AGENT recognizes and agrees that CARRIER will market Equipment directly or indirectly through Affiliates. In addition, AGENT recognizes that under current applicable FCC cellular rules, CARRIER must sell its WRS to Resellers. AGENT is not entitled to any geographic privileges under this Agreement and either CARRIER, other agents or both may open retail facilities in close proximity to AGENT from which to sell WRS in competition with AGENT. AGENT agrees to act as CARRIER's agent in offering WRS to Subscribers. All of such offerings shall be at the rates and under the terms and conditions which CARRIER shall from time to time specify. It is understood and agreed that Subscribers shall be customers of CARRIER for WRS. ARTICLE III GENERAL OBLIGATIONS AND REPRESENTATIONS 3.1 General. AGENT acknowledges and agrees that AGENT has read and understands the obligations imposed by the FCC upon WRS licensees such as CARRIER as specified in Part 22 of the FCC's rules. AGENT acknowledges that it has conducted an

independent investigation of the WRS business that it will conduct pursuant hereto. AGENT recognizes that entry into the WRS business as an agent of CARRIER involves business risks and that AGENT's success in such business will depend primarily upon its abilities and efforts. CARRIER expressly disclaims the making of, and AGENT acknowledges that it has not received or relied upon, any guaranty, express or implied, as to the amount of compensation or other revenue that it may earn as a result of its agency relationship with CARRIER.

independent investigation of the WRS business that it will conduct pursuant hereto. AGENT recognizes that entry into the WRS business as an agent of CARRIER involves business risks and that AGENT's success in such business will depend primarily upon its abilities and efforts. CARRIER expressly disclaims the making of, and AGENT acknowledges that it has not received or relied upon, any guaranty, express or implied, as to the amount of compensation or other revenue that it may earn as a result of its agency relationship with CARRIER. 3.2 Acceptance of Terms of Agreement. CARRIER and AGENT each acknowledges that it has read this Agreement and understands and accepts the terms, conditions and covenants contained herein as being reasonably necessary to maintain CARRIER's high standards for WRS and to protect and preserve the goodwill of CARRIER and of CARRIER's WRS and its Marks. 3.3 No Misrepresentations. AGENT represents to CARRIER, as an inducement to its entry into this Agreement, that AGENT has made no misrepresentations to CARRIER in its application for appointment as a nonexclusive, authorized agent of CARRIER or in any other manner. Neither Party has knowledge of any representations relating to this agency relationship by any officer, employee or agent of the other that are contrary to the terms herein. 3.4 Lost Profits. AGENT and CARRIER mutually agree that neither shall have any liability to the other for any lost profits or consequential damages even if advised of the possibility of such damages. 3.5 Best Efforts. CARRIER and AGENT mutually agree that each will at all times faithfully, honestly and diligently perform its obligations hereunder, and that it will continuously exert its best efforts to promote and enhance the use of CARRIER's programs. ARTICLE IV AGENT'S USE OF SUBAGENTS AGENT agrees that in the event that AGENT enters into agreements with Subagents, its use of such Subagents shall be subject to the following terms and conditions: 4.1 Notice to CARRIER. AGENT shall, upon request of CARRIER, notify CARRIER in writing of all Subagents, Subagents' principals and the terms of the agreement AGENT has with each of its Subagents. 4.2 Information to be Provided to Subagents. AGENT shall inform Subagents of al1 of AGENT's contractual obligations pursuant to this Agreement and at all times keep each Subagent fully apprised of CARRIER's requirements with respect to Subagents and any procedures relevant to Subagent's sale of WRS. 4.3 Activations. Subagents will have no direct communications with CARRIER. All communications regarding activations, compensation, procedures, and any other matters are to be handled solely by AGENT. 4.4 Training. AGENT shall be responsible for ensuring that all Subagents are adequately trained at AGENT's premises. Such training shall be as specified in Article V. 4.5 Use of Marks. Subagents are prohibited from using CARRIER's Marks in a manner which identifies Subagents as representatives of CARRIER. 4.6 Compliance with Agreement. Subagents must at all times comply with provisions of this Agreement which may relate to Subagents, including but not limited to Articles VII, X, XI, XV, XVI, XVII, XXIV, and XXVIII and the provisions of any Exhibit.

4.7 Responsibility of AGENT for Acts of Subagents. Subagents are representatives of AGENT only. AGENT shall be fully responsible for the acts of its Subagents. If CARRIER determines that any Subagent is not in compliance with any of the terms and conditions stated herein which CARRIER determines are applicable to Subagents. CARRIER may terminate this Agreement with AGENT. ARTICLE V

4.7 Responsibility of AGENT for Acts of Subagents. Subagents are representatives of AGENT only. AGENT shall be fully responsible for the acts of its Subagents. If CARRIER determines that any Subagent is not in compliance with any of the terms and conditions stated herein which CARRIER determines are applicable to Subagents. CARRIER may terminate this Agreement with AGENT. ARTICLE V TRAINING 5.1 Initial Training by CARRIER. CARRIER will provide initial training to AGENT's employees regarding the processing of customer orders, credit policy and communication of billing information between CARRIER and AGENT. The duration of the training period will be up to two business days and will be conducted at AGENT's work location or at a location in the Area prescribed by CARRIER. Training manuals and user documentation will be provided by CARRIER. Training will be provided at no cost to AGENT. Any incidental costs, including travel and living expenses, incurred by AGENT relative to this training will be the sole responsibility of AGENT or its employees. Any additional training requested by AGENT will be provided at CARRIER's sole discretion and at AGENT's expense. 5.2 Training Program. CARRIER has developed a training program for all of AGENT's sales and sales support personnel with regard to the sales and sales order process of CARRIER's WRS. Training will be conducted at AGENT's work location or at a location in the Area prescribed by CARRIER. Training shall include cellular technology, system operation, and service features. Unless waived in writing by CARRIER, each salesperson shall complete the required training within thirty (30) days of employment by AGENT. No salesperson is to commence selling CARRIER's WRS until such training is complete. All expenses incurred by AGENT's sales and sales support personnel participating in the training program shall be borne by the AGENT. CARRIER agrees to pay its own expenses regarding its personnel involved in conducting the training program. In meeting AGENT's obligations under this Agreement, AGENT shall retain and train salespersons in the enrollment of Subscribers, the operation of WRS, and the sale, rental and lease of Equipment. Salespersons retained by AGENT must meet criteria prescribed by CARRIER and shall, at the option of CARRIER, be subject to continuing approval by CARRIER, which approval shall not be unreasonably withheld. ARTICLE VI ADMINISTRATIVE PROCEDURES 6.1 Subscriber Enrollment. CARRIER may periodically prescribe various reasonable procedures to be followed by AGENT and its salespersons in the solicitation of Subscribers, presentations relating to WRS and enrollment of Subscribers. Attached hereto as Exhibit C and incorporated herein are current procedures for reducing fraud with which AGENT shall comply when activating Subscribers. CARRIER will also furnish WRS literature and forms of agreements AGENT must use in the enrollment of Subscribers. CARRIER may also furnish to AGENT certain computer systems and software that will enable AGENT to electronically activate Subscribers and generate contracts. Such computer systems and software shall remain the property of CARRIER. AGENT agrees to comply with all reasonable procedures prescribed by CARRIER from time to time for the solicitation of Subscribers, presentations to Subscribers relating to WRS and enrollment of Subscribers. AGENT shall communicate Subscriber enrollment and billing information to CARRIER as prescribed by CARRIER. 6.2 Billing, Credit and Collections. Upon enrollment of a particular Subscriber by

AGENT, that Subscriber shall become a customer of CARRIER for WRS and CARRIER shall bill such Subscriber and offer and furnish such customer billing services as CARRIER deems appropriate. CARRIER shall be responsible for collecting any charges for WRS unpaid by Subscribers. CARRIER shall be responsible for approving Subscribers for credit. CARRIER shall not activate any Subscriber unless and until such Subscriber has satisfactorily passed a credit check and has paid any required deposit. AGENT shall not be entitled to compensation for a Subscriber who fails to pass the credit check or to pay any required deposit.

AGENT, that Subscriber shall become a customer of CARRIER for WRS and CARRIER shall bill such Subscriber and offer and furnish such customer billing services as CARRIER deems appropriate. CARRIER shall be responsible for collecting any charges for WRS unpaid by Subscribers. CARRIER shall be responsible for approving Subscribers for credit. CARRIER shall not activate any Subscriber unless and until such Subscriber has satisfactorily passed a credit check and has paid any required deposit. AGENT shall not be entitled to compensation for a Subscriber who fails to pass the credit check or to pay any required deposit. 6.3 Rates. CARRIER shall, subject to any required regulatory approval, determine and periodically modify rates for WRS and shall notify AGENT as soon as practicable of each modification. AGENT acknowledges that from time to time CARRIER may offer rates for WRS, by contract or otherwise, which rates may not be made available to AGENT and its customers. AGENT shall take no action inconsistent with and agrees to support CARRIER's efforts before regulatory authorities regarding any modification of rates. Modifications of rates may apply to both existing and future Subscribers. Upon enrollment, CARRIER may solicit Subscribers to purchase other products, services, and additional Wireless Service telephone numbers. CARRIER shall owe AGENT no additional compensation for any such additional sales. AGENT shall not have any exclusive right to sell to any Subscriber or group of Subscribers. 6.4 WRS Telephone Numbers. CARRIER will furnish WRS telephone numbers for Subscribers subject to availability and technological capacity. In the event technological changes occur which restrict or limit CARRIER's ability to furnish WRS telephone numbers for Subscribers, CARRIER shall inform AGENT and CARRIER shall have no liability to AGENT hereunder for the inability to furnish such numbers. 6.5 Technological Changes. If technological changes change the size of CARRIER's coverage area or impose restrictions on the use of a Subscriber's Equipment, CARRIER will inform AGENT of such changes and AGENT will inform Subscribers with whom AGENT comes into contact of such changes or restrictions. Failure by AGENT to inform Subscribers of such changes will be considered a material breach of this Agreement. ARTICLE VII DUTIES AND RESPONSIBILITIES OF AGENT REGARDING EQUIPMENT 7.1 General Responsibilities. AGENT agrees to sell Equipment to be used by Subscribers of CARRIER's WRS. AGENT shall be responsible for the warranty service for and installation and maintenance of such Equipment, either through its own facility or by subcontracting with another facility. AGENT agrees to offer only models of Equipment for sale that meet quality standards set by the FCC and the manufacturer's recommendations for use of such Equipment. At CARRIER's request AGENT agrees to submit to CARRIER for CARRIER's approval the models of Equipment which it proposes to sell. AGENT agrees that CARRIER shall have the absolute right to approve or disapprove any Equipment. CARRIER shall not be obligated to pay any commission to AGENT for any Subscriber whom AGENT enrolls on CARRIER's WRS with an unapproved FCC type Equipment, Equipment which does not meet the manufacturer's recommendations, or Equipment which CARRIER has not approved or disapproved. Subscribers shall be customers of AGENT with respect to Equipment. CARRIER shall have no responsibility to AGENT or Subscribers with respect to the sale, installation, warranty service for or maintenance of Equipment. The indemnification provisions of Article XXIX of this Agreement shall apply to any claims or demands against CARRIER which relate to AGENT's sale of Equipment.

7.2 Inventory. AGENT agrees to maintain' an inventory of approved models of Equipment sufficient to meet reasonably anticipated demand therefore by Subscribers AGENT enrolls. Should AGENT sell Equipment to customers other than Subscribers, AGENT agrees to allocate Equipment, installation, warranty and maintenance service first to Subscribers and second, after satisfying in full the demand of Subscribers, to other customers of AGENT. AGENT may purchase Equipment from any available source, including CARRIER. Such Equipment shall be of the style, appearance and quality as to be adequate and suitable for use with CARRIER's WRS. Such Equipment will be sold in accordance with all applicable federal, state and local laws, and the same shall not reflect adversely upon the good name of CARRIER or any of its programs or the Marks. AGENT acknowledges and agrees that

7.2 Inventory. AGENT agrees to maintain' an inventory of approved models of Equipment sufficient to meet reasonably anticipated demand therefore by Subscribers AGENT enrolls. Should AGENT sell Equipment to customers other than Subscribers, AGENT agrees to allocate Equipment, installation, warranty and maintenance service first to Subscribers and second, after satisfying in full the demand of Subscribers, to other customers of AGENT. AGENT may purchase Equipment from any available source, including CARRIER. Such Equipment shall be of the style, appearance and quality as to be adequate and suitable for use with CARRIER's WRS. Such Equipment will be sold in accordance with all applicable federal, state and local laws, and the same shall not reflect adversely upon the good name of CARRIER or any of its programs or the Marks. AGENT acknowledges and agrees that CARRIER offers Equipment for sale to those of its agents who meet CARRIER's credit criteria, as may be established from time to time, as an accommodation to enable agents to meet the needs of CARRIER's WRS customers. AGENT further acknowledges that CARRIER may from time to time stock equipment that it does not sell to AGENT or that CARRIER will only consign to AGENT for sale in conjunction with WRS. CARRIER shall not owe any commission for Subscribers activated on Equipment that was originally sold by CARRIER for use with Prepaid Service. ARTICLE VIII COMPENSATION CARRIER shall pay compensation to AGENT in accordance with the Compensation Schedule in Exhibit B attached hereto and incorporated herein, which Schedule may be amended from time to time as set forth in Exhibit B. Nothing herein shall prohibit CARRIER from offering from time to time rates, promotions or additional service packages with reduced compensation for AGENT (Reduced Compensation Plans). In the event such rates, promotions or service packages are offered, AGENT shall be required to evidence in writing its consent and agreement to the change in compensation in order to be eligible to offer such rates, promotions or services to Subscribers. If AGENT fails to agree to such change in compensation, AGENT shall not be paid any compensation for any Subscriber enrolled on a Reduced Compensation Plan, and the amount of any compensation paid for any Subscriber so enrolled, or who switches to a Reduced Compensation Plan within ninety (90) days of initial enrollment, shall be deducted from future compensation payable to AGENT, if any, and if none, shall be paid by AGENT to CARRIER on demand. AGENT understands that no compensation shall be paid unless AGENT complies with the terms and conditions specified in this Agreement and the Compensation Schedule. AGENT acknowledges that compensation paid and other terms and conditions for adding Subscribers to CARRIER's WRS may vary among AGENT and other distributors of CARRIER's WRS in CARRIER's sole discretion. ARTICLE IX GENERAL AGENT acknowledges that CARRIER bases its commission payments on an expectation that each Subscriber will use CARRIER's WRS. AGENT represents and covenants that it will use its best efforts to encourage each Subscriber to use CARRIER's WRS, and that under no circumstances will AGENT activate a cellular telephone number if it knows or should have known that the Subscriber does not intend to use CARRIER's WRS on a regular basis. ARTICLE X AGENT'S SALES FACILITIES AGENT agrees that it will sell WRS and Equipment at sales facilities in the Area and at such additional or substitute sales facilities which CARRIER approves in writing from time to time

during the term of this Agreement. Each of AGENT's WRS sales facilities shall comply at all times during the term hereof with any reasonable requirements which may be established by CARRIER for showroom and display capacity, appearance, accessibility, and efficiency and shall, at AGENT's expense, display such signage identifying AGENT's WRS business as CARRIER may reasonably prescribe. AGENT shall submit for approval by CARRIER such sales facilities, specifications and renderings of the business facility (or part thereof to be

during the term of this Agreement. Each of AGENT's WRS sales facilities shall comply at all times during the term hereof with any reasonable requirements which may be established by CARRIER for showroom and display capacity, appearance, accessibility, and efficiency and shall, at AGENT's expense, display such signage identifying AGENT's WRS business as CARRIER may reasonably prescribe. AGENT shall submit for approval by CARRIER such sales facilities, specifications and renderings of the business facility (or part thereof to be utilized for AGENT's WRS business) as CARRIER designates, approval of which will not be unreasonably withheld or withdrawn. At a minimum, each sales facility must: be a local facility which is open to the public at least eight (8) hours per day during normal business hours; be leased or owned in AGENT's name; have a telephone with a number listed in the local directory and with directory assistance in AGENT's name; and have at least one full-time cellular sales representative. AGENT or AGENT's principals shall directly own a Controlling Interest in each location at which AGENT's WRS business is conducted pursuant to this Agreement, and shall operate such locations in AGENT's name. AGENT shall not permit any other person or entity to sell any Competing Service from such facility. AGENT shall inform CARRIER in writing of any substitute or additional sales facility prior to purchasing or entering into a lease agreement with respect to such facility. AGENT agrees that CARRIER may make regular inspections of AGENT's sales facilities to insure that each such facility is meeting CARRIER's requirements. Failure to meet CARRIER's requirements within thirty (30) days from the date of notice to AGENT of noncompliance with such requirements may result in exclusion of that facility as an authorized sales location or in termination of this Agreement. ARTICLE XI AGENT'S INSTALLATION AND MAINTENANCE FACILITIES 11.1 Facilities. If AGENT sells equipment to be mounted in a motor vehicle, AGENT agrees to furnish high quality and prompt installation and service for all such Equipment sold by AGENT to Subscribers. If AGENT sells a model of Equipment not sold by CARRIER, AGENT shall provide warranty service for such Equipment. 11.2 Personnel. Unless waived in writing by CARRIER, all of the established facilities' installation, warranty and maintenance service WRS personnel shall be required to obtain appropriate certification of training for the Equipment AGENT sells. Further, AGENT shall assure that its personnel are at all times technologically updated on all products AGENT sells. 11.3 Corrective Work by CARRIER. AGENT will be invoiced by CARRIER for the cost of any and all corrective work performed on behalf of or by CARRIER which is caused by AGENT's negligence or faulty installation, if such corrective work is performed within one hundred twenty (120) days from the date of such installation. If practical, CARRIER will notify AGENT prior to performing such corrective work. 11.4 Failure to Meet CARRIER's Criteria. If AGENT's installation, warranty and maintenance facilities do not meet CARRIER's criteria, or if CARRIER has to invoice AGENT for more than one occurrence of faulty work, CARRIER may terminate this Agreement. 11.5 Subcontracting. AGENT may delegate by contract the installation, warranty and maintenance service obligations hereunder to a subcontractor, so long as the subcontractor meets CARRIER's criteria, and obtains any approval necessary from each manufacturer and/or distributor of an approved model of Equipment to be sold by AGENT. Such delegation shall be by written agreement between AGENT' and the subcontractor. Notwithstanding such agreement with a subcontractor, AGENT shall remain primarily responsible under the terms of this Agreement for all installation, warrant}- and maintenance service obligations.

In the event AGENT should elect to close, abandon, or cease selling from any sales facility during the term of this Agreement, AGENT hereby grants CARRIER a first right of refusal to assume the lease of such sales facility. ARTICLE XII ADVERTISING AGENT agrees to advertise CARRIER's WRS throughout the Area. If AGENT follows CARRIER's

In the event AGENT should elect to close, abandon, or cease selling from any sales facility during the term of this Agreement, AGENT hereby grants CARRIER a first right of refusal to assume the lease of such sales facility. ARTICLE XII ADVERTISING AGENT agrees to advertise CARRIER's WRS throughout the Area. If AGENT follows CARRIER's procedures concerning enrollment of a Subscriber, adheres to applicable tariffs, and complies with the terms and conditions of this Agreement, then, to the extent permitted by CARRIER's annual budget, CARRIER may reimburse AGENT for advertising costs in accordance with CARRIER's Advertising Guidelines, as such guidelines may be amended from time to time. All advertising and promotion by AGENT shall be completely factual and shall conform to the highest standards of ethical advertising. Samples of advertising and marketing materials which AGENT is using or intends to use in connection with WRS or products bearing CARRIER's Marks, and which have not been prepared or previously approved by CARRIER, shall be submitted to CARRIER for approval, which approval shall not be unreasonably withheld or withdrawn. If written approval is not received by AGENT within three (3) days from the date of confirmation of receipt by CARRIER of such materials, CARRIER shall be deemed to have approved the materials. AGENT shall not use any advertising or marketing materials that CARRIER has disapproved. ARTICLE XIII MARKS 13.1 List of Marks. CARRIER has published a list of Marks which AGENT is authorized to use under this Agreement in conjunction with the sale of CARRIER's WRS and products. CARRIER will periodically update the list of Marks AGENT is authorized to use under this Agreement. The most current updated list will always supersede any previously issued list. Such list will also be supplemented with rules and regulations pertaining to the Marks which AGENT agrees to follow. 13.2 Right to Use Marks: Value of Marks. AGENT acknowledges that its right to use the Marks is derived solely from this Agreement and is limited to the right to identify AGENT as an agent of CARRIER for the sale of WRS and to identify products and services bearing the Marks which may be sold by AGENT. AGENT agrees to comply with all rules and regulations pertaining to such Marks prescribed by CARRIER from time to time during the term of this Agreement. AGENT agrees to maintain the quality and nature of the goods and services associated with the Marks as established by CARRIER. AGENT recognizes the great value of the goodwill associated with the Marks, and acknowledges that it has no interest in the Marks and all rights therein and goodwill pertaining thereto belong exclusively to CARRIER and its Affiliates, and that the Marks have a secondary meaning in the mind of the public. AGENT acknowledges and agrees that all usage of the Marks by AGENT and any goodwill established thereby shall inure to the exclusive benefit of CARRIER and its Affiliates and that this Agreement does not confer any goodwill or other interests in the Marks upon AGENT. Any unauthorized use of the Marks by AGENT, or any use not in compliance herewith, shall constitute an infringement of the rights of CARRIER and its Affiliates in and to the Marks. Use of the Marks by a Subagent of AGENT shall constitute an infringement of the rights of CARRIER in and to the Marks. 13.3 Use of Marks by Agent. AGENT shall use the Marks with such words qualifying or identifying the agency relationship of CARRIER and AGENT as CARRIER from time to time reasonably prescribes. AGENT shall not use the Marks as part of any corporate or trade name or

with any prefix, suffix or other modifying words, terms, designs or symbols, or in any modified form, nor may AGENT use the Marks in connection with the sale of any unauthorized product or service or in any other manner not expressly authorized by this Agreement or separately in writing by CARRIER. AGENT agrees to display the Marks on stationery and other forms used in its WRS business in the manner prescribed by CARRIER, to give such notices of registration as CARRIER specifies and to obtain such fictitious or assumed name registrations as may be required under applicable law. Misuse of the Marks by AGENT or its Subagents may result in termination of this Agreement or such other remedy, including withholding of commissions, as CARRIER may

with any prefix, suffix or other modifying words, terms, designs or symbols, or in any modified form, nor may AGENT use the Marks in connection with the sale of any unauthorized product or service or in any other manner not expressly authorized by this Agreement or separately in writing by CARRIER. AGENT agrees to display the Marks on stationery and other forms used in its WRS business in the manner prescribed by CARRIER, to give such notices of registration as CARRIER specifies and to obtain such fictitious or assumed name registrations as may be required under applicable law. Misuse of the Marks by AGENT or its Subagents may result in termination of this Agreement or such other remedy, including withholding of commissions, as CARRIER may establish from time to time in its Advertising guidelines. 13.4 Modification of Marks. If it becomes advisable at any time in CARRIER's sole discretion for AGENT to modify or discontinue use of any Mark or substitute one or more additional trade or service marks to identify its relationship with CARRIER or any Equipment, AGENT agrees to comply therewith within a reasonable time after notice thereof by CARRIER and the sole obligations of CARRIER in any such event shall be to reimburse AGENT for the out-of-pocket costs, if any, of complying with this obligation and to indemnify AGENT as provided for in Paragraph 13.5 below. In addition, AGENT shall replace identification signs or identification material with new signs or identification material should CARRIER agree to pay the cost of doing so. 13.5 Protection of Rights in the Marks. AGENT agrees that it will not during the term of this Agreement, or thereafter, attack the title or any rights of CARRIER or its Affiliates in and to the Marks. CARRIER hereby indemnifies AGENT and undertakes to hold AGENT harmless against any damages and costs from claims or suits arising out of the use by AGENT of the Marks as authorized in this Agreement, provided that prompt notice is given to CARRIER of any such claim or suit and provided further, that CARRIER or its Affiliates shall have the option to undertake and conduct the defense of any suit so brought and that no settlement of any such claim or suit shall be made by AGENT without the prior written consent of CARRIER. AGENT agrees to assist CARRIER or its Affiliates and CARRIER agrees to reimburse AGENT for all associated reasonable costs to the extent necessary in the procurement of any protection or to protect any of CARRIER's or its Affiliates rights to the Marks, and CARRIER or its Affiliates, if it or they so desire, may commence or prosecute any claims or suits in its own name or that of its Affiliates or in the name of AGENT with AGENT's approval or join AGENT as a party thereto. When known, AGENT shall notify CARRIER in writing of any infringements or imitations by others of the Marks which are the same as or similar to those covered by this Agreement. CARRIER shall have the sole right to determine whether any action shall be taken on account of any such infringements or imitations. AGENT shall not institute any suit or take any action on account of any such infringement or imitations without first obtaining the written consent of CARRIER. ARTICLE XIV RULES AND PROCEDURES AGENT agrees to comply, as applicable, with Part 22 of the FCC's rules, all tariffs, other governmental rules, and procedures reasonably prescribed from time to time by CARRIER relating to the sale of WRS, the sale, warranty service and repair of Equipment and the conduct of AGENT's WRS business hereunder, all of which shall constitute provisions of this Agreement as if fully set forth herein. All references herein to this Agreement shall include all such tariffs, rules and procedures. CARRIER may, at its option, incorporate such tariffs, rules and procedures in one or more Operations Manuals or other written form. Except as to any liabilities covered by AGENT's insurance, CARRIER agrees to indemnify and hold AGENT harmless against liabilities from and costs of suits or claims arising out of AGENT's actions or inactions which are required by CARRIER in writing for AGENT's compliance with rules and procedures prescribed by CARRIER in accordance with this paragraph. In no event shall CARRIER indemnify and hold AGENT harmless against

liabilities from and costs of suits or claims arising out of AGENT's actions or inactions unless CARRIER has required in writing such actions or inactions. ARTICLE XV COMPLIANCE WITH LAWS AND GOOD BUSINESS PRACTICES 15.1 Compliance with CARRIER Criteria, Laws and Regulations. AGENT shall secure and maintain in force all

liabilities from and costs of suits or claims arising out of AGENT's actions or inactions unless CARRIER has required in writing such actions or inactions. ARTICLE XV COMPLIANCE WITH LAWS AND GOOD BUSINESS PRACTICES 15.1 Compliance with CARRIER Criteria, Laws and Regulations. AGENT shall secure and maintain in force all licenses and permits required by AGENT and its employees in the enrollment of Subscribers and the sale, installation and maintenance of Equipment, including without limitation all required FCC permits and certifications. AGENT shall comply with all CARRIER installation, warranty and maintenance criteria, and shall conduct its business in full compliance with all laws, ordinances and regulations applicable to AGENT's business. AGENT shall not engage in any activity which, in the judgment of CARRIER's legal counsel, would cause AGENT and/or CARRIER to be in violation of any requirement, rule, decision, law, regulation, judgment or order of any state or Federal governmental agency or court. CARRIER shall offer WRS in accordance with applicable rules, regulations, statutes and decisions governing WRS. AGENT shall maintain its business on a sound financial basis and comply with all legal obligations to CARRIER, to AGENT's employees, suppliers, lenders, lessors, and to federal, state and municipal authorities, including but not limited to tax authorities. AGENT shall maintain all real and personal property used in connection with its WRS business free of all liens and encumbrances of every kind or character which may impair or jeopardize the AGENT's conduct of its business. AGENT shall comply, at its own expense, with the provisions of all applicable municipal requirements and those state and federal laws applicable to AGENT as an employer of labor or otherwise. AGENT expressly agrees not to discriminate against any employee or applicant for employment because of race, creed, color, national origin or sex. The provisions of Executive Order No. 11246, as amended, are incorporated herein by reference. AGENT will fully comply with the provisions of the Federal Occupational Safety and Health Act of 1970 and any rules and regulations issued pursuant to such Act. 15.2 Standards of Conduct. AGENT agrees to refrain from any business or advertising practice which may be injurious to the business of CARRIER and the goodwill associated with the Marks. 15.3 Notification of Actions Involving Agent. AGENT shall notify CARRIER in writing within five (5) days of the commencement of any material action, suit or proceeding, and of the issuance of any order, writ, injunction, award or decree of any court, agency or other governmental instrumentality, involving AGENT or any business conducted by AGENT. Notwithstanding any of the foregoing provisions of this paragraph, a default by AGENT with respect to such provisions shall be construed as a breach if it has a material and adverse impact upon the AGENT's ability to furnish the services for which it has become obligated under this Agreement. ARTICLE XVI INSURANCE A. AGENT, at AGENT's expense, shall maintain during the term of this Agreement, all insurance and/or bonds required by law or this Agreement, including but not limited to: (i) Adequate Workers Compensation and related insurance as prescribed by law of any state in which the work is to be performed;

(ii) Employer's Liability insurance with limits of not less that $100,000 each accident/$100,000 each employee by disease/$500,000 policy limit by disease; (iii) Commercial General Liability insurance, including but not limited to contractual liability, broad form property damage and premises/completed operations coverage with limits of not less than $1,000,000 per occurrence and in the aggregate for bodily injury, including death, and property damage: (iv) If the use of motor vehicles is required, Business Auto coverage for all owned, non-owned, hired and leased

(ii) Employer's Liability insurance with limits of not less that $100,000 each accident/$100,000 each employee by disease/$500,000 policy limit by disease; (iii) Commercial General Liability insurance, including but not limited to contractual liability, broad form property damage and premises/completed operations coverage with limits of not less than $1,000,000 per occurrence and in the aggregate for bodily injury, including death, and property damage: (iv) If the use of motor vehicles is required, Business Auto coverage for all owned, non-owned, hired and leased vehicles with limits of at least $1,000,000 per occurrence and in the aggregate for bodily injury, including death, and property damage; and (v) All Risks Property insurance on the Agent's property, tools and equipment used and necessary in the performance of services under this contract. B. The General Liability policy required herein shall name CARRIER as an additional insured with respect to work performed hereunder. Completed operations coverage must be maintained for one year after the completion of the work. C. AGENT shall also require subagents, if any, who may enter upon CARRIER's premises, to maintain the insurance coverage required herein and to furnish CARRIER certificates of insurance or adequate proof of such insurance. Any non-compliance with the insurance provisions of this Agreement on the part of any Agent or subagent shall be the sole responsibility of the AGENT who will be held liable for the performance or nonperformance of the subagent. D. All insurance policies required of AGENT and subagents shall contain a provision stating the name and address of CARRIER and that CARRIER is to be notified in writing by the insurer at least thirty (30) days prior to cancellation of, or any material change in, the policy. E. AGENT shall, prior to the start of work and upon the renewal of each line of coverage required herein, furnish certificates of insurance or adequate proof of the foregoing insurance to CARRIER. AGENT shall also furnish a Certificate of Insurance within thirty (30) days of any request by CARRIER. F. All policies shall be endorsed to provide primary coverage and not be contributing to or in excess of any similar coverage. G. CARRIER may at any time and with ninety (90) days prior notice to AGENT require AGENT or its subagents to increase the amount of coverage of any type of insurance to reflect inflation, higher damage awards or comparable factors which make the above limits insufficient to cover AGENT's or subagents" liabilities and Agent's indemnification of CARRIER under this Agreement. H. All policies required herein shall be maintained with insurers acceptable to CARRIER. CARRIER retains the right to disallow coverage from any insurer that does not maintain a rating from A.M. Best Company of B++ or higher. I. Should insurance policy limits be exhausted or should the AGENT or its subagents fail to maintain the required insurance coverages, the AGENT or its subagents will in no way be released from liability to CARRIER should a loss occur. ARTICLE XVII AGENT'S BUSINESS RECORDS

AGENT agrees to create and to maintain at its principal office and to preserve for five (5) years from the date of their preparation full, complete and accurate records of its business conducted pursuant to this Agreement. At CARRIER's request or upon prior notice to AGENT, AGENT also agrees to have available at AGENT's premises records of its Subagents conforming to the requirements imposed upon AGENT by this Article XVII. Such records must include, for example, but not be limited to, records of all WRS enrollment and Equipment

AGENT agrees to create and to maintain at its principal office and to preserve for five (5) years from the date of their preparation full, complete and accurate records of its business conducted pursuant to this Agreement. At CARRIER's request or upon prior notice to AGENT, AGENT also agrees to have available at AGENT's premises records of its Subagents conforming to the requirements imposed upon AGENT by this Article XVII. Such records must include, for example, but not be limited to, records of all WRS enrollment and Equipment sales, installation and repairs performed at AGENT's facilities. Such records may be audited by CARRIER at reasonable times after reasonable notice to AGENT. ARTICLE XVIII RELATIONSHIP OF CARRIER AND AGENTS With the sole exception of the Subscribers enrolled by AGENT for the account of CARRIER, with respect to which AGENT acts as agent of CARRIER and owes CARRIER the fiduciary and other obligations of an agent to its principal, CARRIER and AGENT acknowledge and agree that their agency relationship arising from this Agreement does not constitute or create a general agency, joint venture, partnership, employment relationship or franchise between them. In all dealings with Subscribers, public officials and others, AGENT shall conspicuously identify itself as an agent of CARRIER in the provision of WRS and otherwise as an independent business and shall place such notices of its independent ownership of its business on such forms, stationery, advertising and other materials as CARRIER may reasonably require from time to time. CARRIER has not authorized or empowered AGENT to use the Marks except as herein provided and AGENT shall not employ any Mark in signing any contract, lease, mortgage, purchase agreement, negotiable instrument or other legal obligation, or in a manner that may result in liability of CARRIER (or its Affiliates) for any indebtedness or obligation of AGENT. Unless specifically authorized in writing, neither CARRIER nor AGENT shall make any express or implied agreements, guarantees or representations, or incur any debt, in the name of or on behalf of the other, except as otherwise set forth herein. AGENT agrees that CARRIER has no fiduciary obligations to AGENT. AGENT acknowledges that modern business parlance often includes words such as "partner," "joint venture," "partnership," and words of similar import to describe parties to business relationships, but those words have no legal import and create no obligation. Neither CARRIER nor AGENT shall be obligated by or have any liability under any agreements or representations made by the other party that are not expressly authorized hereunder, nor shall CARRIER be obligated for any damages to any person or property directly or indirectly arising out of the WRS business conducted by AGENT pursuant hereto, whether caused by AGENT's negligent or willful action or failure to act, unless such damage is proximately caused by CARRIER or arises out of AGENT's compliance with the rules or procedures prescribed in writing by CARRIER pursuant to this Agreement. ARTICLE XIX AGENT'S PERSONNEL AND SUBAGENTS NOT DEEMED CARRIER'S EMPLOYEES OR AGENTS The parties agree that personnel employed by AGENT to perform services under this Agreement and Subagents of AGENT are not CARRIER employees and AGENT assumes full responsibility for their acts. Personnel employed by AGENT, subcontractors of AGENT and subagents shall be informed that they are not entitled to the provisions of any of CARRIER's employee benefits. With respect to such personnel, AGENT shall have sole responsibility for supervision, daily direction and control. AGENT shall be responsible for worker's compensation, disability benefits, unemployment insurance and withholding and remitting income and social

security taxes for said personnel, including contributions from them as required by law. AGENT warrants it has an appropriate agreement with all persons whose services AGENT may require sufficient to enable it to comply with all provisions of this Agreement. ARTICLE XX ASSIGNMENT

security taxes for said personnel, including contributions from them as required by law. AGENT warrants it has an appropriate agreement with all persons whose services AGENT may require sufficient to enable it to comply with all provisions of this Agreement. ARTICLE XX ASSIGNMENT This Agreement is fully assignable by CARRIER. AGENT acknowledges that CARRIER has entered into this Agreement in reliance upon the character, business experience and ability of AGENT and its owner(s) and that the rights and duties created by this Agreement are personal to AGENT and its owner(s). Therefore, neither this Agreement nor a Controlling Interest in the ownership of AGENT may be voluntarily, involuntarily, directly or indirectly assigned, or otherwise transferred (including, without limitation, by transfer of capital stock or partnership interests, by merger or consolidation, by issuance of additional securities representing an ownership interest in AGENT or convertible thereto, or, in the event of the death of a shareholder or partner of AGENT, by will, in declaration of or transfer in trust or the laws of interstate succession) except as to transfers between existing shareholders of AGENT as of the date of this Agreement, without the written approval of CARRIER, which will not be unreasonably withheld, subject to such reasonable conditions as CARRIER deems necessary. Any assignment or transfer without approval or which is not expressly subject to the written approval of CARRIER shall constitute a breach hereof and convey no rights or interests herein. ARTICLE XXI TERM OF AGENCY RELATIONSHIP The term of this Agreement shall commence on the date shown on Exhibit B and end on December 31, 2003. AGENT shall provide to CARRIER written notice of the date on which AGENT initiates WRS operations in the Area. This Agreement shall be effective only after its execution by an officer or other authorized employee of both AGENT and CARRIER. ARTICLE XXII TERMINATION OF AGREEMENT 22.1 Termination by AGENT. If AGENT is in substantial compliance with this Agreement and CARRIER materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice thereof is delivered to CARRIER, AGENT may terminate this Agreement effective thirty (30) days after delivery to CARRIER of written notice. 22.2 Termination by CARRIER for Regulatory Reasons. CARRIER shall have the right to terminate this Agreement effective upon thirty (30) days' written notice in the event that: A. the FCC's wireless rules are not continued in substantially the same form and such change has a material adverse impact on CARRIER's ability to conduct its business in the Area; B. regulatory approval empowering CARRIER or an Affiliate to construct and provide WRS in the Area is granted or modified subject to terms and conditions unacceptable to CARRIER or an Affiliate, or is granted under terms and conditions which, in CARRIER's sole opinion, materially affect the intended purpose of this Agreement; C. regulatory authorization of the Compensation Schedule or this Agreement is

made subject to terms and conditions unacceptable to CARRIER or its Affiliates; or D. AGENT or any Affiliate is granted regulatory authority to construct or operate WRS in any area where CARRIER or any Affiliate has also been granted such regulatory authority.

made subject to terms and conditions unacceptable to CARRIER or its Affiliates; or D. AGENT or any Affiliate is granted regulatory authority to construct or operate WRS in any area where CARRIER or any Affiliate has also been granted such regulatory authority. 22.3 Termination for Cause. A. In addition to other rights of termination set forth in this Agreement, CARRIER shall have the right to terminate this Agreement for cause effective upon delivery of notice of termination to AGENT, if AGENT (or one or more of its owners and Affiliates): (i) has made any material misrepresentation or omission in its application to establish an agency relationship with CARRIER or is arrested for, convicted of or pleads no contest to a felony or other crime or offense; (ii) makes an unauthorized assignment of this Agreement or makes an assignment of this Agreement that is not expressly subject to the written approval of CARRIER; (iii) receives a notice of violation of the terms or conditions of any license or permit required by AGENT or its employees in the conduct of AGENT's WRS business and fails to correct such violation, or to terminate the employment of such employee(s), within the time period specified in such notice, if any, or within thirty (30) days after receipt of such notice, whichever is earlier; or (iv) sells a Competing Service or suffers or permits anyone else to sell a Competing Service at any Sales Facility of AGENT. B. CARRIER shall also have the right to terminate this Agreement if AGENT: (i) fails to comply with any material provision of this Agreement, or any tariff relating to WRS, and does not correct such failure within thirty (30) days after written notice of such failure to comply is delivered to AGENT; or (ii) fails on two or more separate occasions within any period of six (6) consecutive months to comply with any material provision of this Agreement, or any tariff relating to WRS, whether or not such failures to comply are corrected after notice thereof is delivered to AGENT. C. CARRIER shall also have the right to terminate this Agreement if CARRIER determines, in its reasonable discretion, that AGENT has inflated or otherwise manipulated its count of Gross Additional Customers by falsifying applications, adding nonexistent Subscribers, adding Subscribers who do not use minimal amounts of airtime, adding Subscribers which in CARRIER's sole opinion do not constitute new Subscribers, or by any other means or methods. D. This Agreement shall automatically terminate upon AGENT closing its WRS Sales Facilities in the Area. 22.4 Termination by Either Party. Either party shall have the right to terminate this Agreement effective upon written notice if: A. the other party makes an assignment for the benefit of creditors;

B. an order for relief under Title 11 of the United States Code is entered by any United States Court against the oilier party; or C. a trustee or receiver of any substantial part of the other party's assets is appointed by any Court. ARTICLE XXIII OBLIGATIONS OF AGENT UPON TERMINATION OR EXPIRATION

B. an order for relief under Title 11 of the United States Code is entered by any United States Court against the oilier party; or C. a trustee or receiver of any substantial part of the other party's assets is appointed by any Court. ARTICLE XXIII OBLIGATIONS OF AGENT UPON TERMINATION OR EXPIRATION AGENT agrees that upon the expiration or termination of this Agreement, AGENT and its owner(s) and Affiliates will: (1) not thereafter, use any actual or similar Marks, or any actual or similar trade name, service mark, trademark, logo, insignia, symbols or decorative designs theretofore used by AGENT in the conduct of its WRS business, in any manner or for any purpose except that AGENT and its owner(s) may use or continue to use any trade name, service mark, logo, insignia, symbols or decorative designs AGENT or its owner(s) used in any business prior to the date of this Agreement: and will not utilize for any purpose any actual or similar trade name, trade or service mark or other commercial symbol or in any manner, identify itself or any business as associated with CARRIER or an Affiliate of CARRIER; (2) remove at AGENT's expense any signage containing any Mark; (3) return to CARRIER all advertising and marketing materials, forms, signage, and other materials containing any Mark or otherwise identifying or relating to CARRIER's WRS business in the Area and cancel any pending orders for advertising which may be canceled without penalty; (4) take such action as may be required to cancel all fictitious or assumed name or equivalent registrations relating to any Mark; or authorize CARRIER, and any officer of CARRIER, as AGENT's attorney in fact, to take such actions as may be required to cancel such fictitious or assumed name or equivalent registrations, and if AGENT fails or refuses to do so, all governmental agencies ^administering fictitious or assumed name or equivalent registrations may accept and rely upon appropriate documents executed by CARRIER or its officer canceling any such registration; (5) destroy any list of names, addresses and all other relevant information AGENT then possesses concerning Subscribers of WRS AGENT had enrolled in the Area: (6) covenant to CARRIER that AGENT will not attempt to refer current CARRIER WRS Subscribers to any competitive entity providing cellular radio service; (7) return all Equipment belonging to CARRIER within ten (10) days after termination or expiration; and (8) notify the applicable telephone company in the Area of the termination or expiration of AGENT's right to use any telephone number used solely by the WRS business conducted by AGENT hereunder, execute such notices and documents as may be required by any applicable telephone company or an\ applicable telephone directory listing agency to reflect the termination of all association of AGENT with any such telephone numbers and directory listings and authorize or permit the removal of such telephone numbers from each AGENT's business facilities in the Area. AGENT authorizes CARRIER (or its nominee), and hereby appoints CARRIER, and any officer or nominee of CARRIER, as AGENT's attorney in fact, to execute any and all notices and documents required by any telephone company or listing agency to reflect the termination of all association of AGENT with any such telephone numbers or directory listings and authorize or permit the removal of such telephone numbers from each of AGENT's business facilities, and if AGENT fails or refuses to do so, each telephone company and listing agency may accept such notice or document executed by CARRIER or its officers or nominee, or this Agreement, as conclusive of the exclusive rights of CARRIER to terminate such telephone numbers and directory listings. ARTICLE XXIV COVENANTS NOT TO COMPETE 24.1 No Competition During Term of Agreement; Exclusivity. AGENT acknowledges that CARRIER has granted the rights herein in material part in consideration of AGENT's agreement

to act exclusively for C'ARRIER. As a consequence, during the term of this Agreement (and any extensions thereof), AGENT agrees that AGENT, any affiliate, or persons owning a controlling interest in AGEN I' or an Affiliate will not, directly or indirectly, (a) solicit, sell, offer or accept offers for a Competing Service in the Area, (b) induce or refer any actual or prospective Subscriber of CARRIER's WRS to subscribe to a Competing Service in the Area, (c) provide any subscriber leads to a Competing Service in the Area, sell Equipment intended to be activated on a Competing Service or (d) activate Subscribers through a reseller or act as a reseller of WRS.

to act exclusively for C'ARRIER. As a consequence, during the term of this Agreement (and any extensions thereof), AGENT agrees that AGENT, any affiliate, or persons owning a controlling interest in AGEN I' or an Affiliate will not, directly or indirectly, (a) solicit, sell, offer or accept offers for a Competing Service in the Area, (b) induce or refer any actual or prospective Subscriber of CARRIER's WRS to subscribe to a Competing Service in the Area, (c) provide any subscriber leads to a Competing Service in the Area, sell Equipment intended to be activated on a Competing Service or (d) activate Subscribers through a reseller or act as a reseller of WRS. 24.2 Following Termination of Agreement. If this Agreement expires by its terms, or is terminated by CARRIER for cause in accordance with the provisions of this Agreement or by AGENT without cause, or if this Agreement is transferred or assigned, the covenant not to compete in Paragraph 24.1 above shall extend for a period of six (6) months from the effective date of such expiration, termination or assignment. If, however, prior to its expiration, this Agreement is terminated by AGENT for cause, the "covenants not to compete" do not apply. ARTICLE XXV SEVERABILITY AND SUBSTITUTION OF VALID PROVISIONS Except as expressly provided to the contrary herein, each term and condition of this Agreement, and any portion thereof, shall be considered severable and if, for any reason, any such provision hereof is held to be invalid, contrary to or in conflict with any applicable present or future law, regulation or public policy in a final, unappealable ruling issued by any court, agency or tribunal with competent jurisdiction in a proceeding to which CARRIER is a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise enforceable, which shall continue to be given full force and effect and bind the Parties hereto, although any portion held to be invalid shall be deemed not to be a part of this Agreement from the date the time for appeal expires, if AGENT is a party thereto, otherwise upon AGENT's receipt of a notice of nonenforcement thereof from CARRIER. To the extent that Article XXIII or XXIV hereof contains or imposes a restriction upon AGENT that is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited and/or length or time, but could be enforceable by reducing any or all thereof, AGENT and CARRIER agree that same shall be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought. CARRIER and AGENT shall mutually agree to a modification of any invalid or unenforceable term or condition of Article XXIII or XXIV to the extent required to be valid and enforceable. Such modifications to this Agreement shall be required only in the area directly affected by any such ruling. ARTICLE XXVI WAIVER OF OBLIGATIONS CARRIER or AGENT may by written instrument unilaterally waive or reduce any obligation of or restriction upon the other under this Agreement, effective upon delivery of written notice thereof to the other and such other effective date stated in the notice of waiver. Whenever this Agreement requires the consent of a Party, such request shall be in writing and no consent may be unreasonably withheld. All consents or withholding of consent with reasons therefore shall be in writing. Neither Party makes any guarantees upon which the other may rely, and assumes no liability or obligation to the other, by granting any waiver, approval or consent to the other, or by reason of any neglect, delay or denial of any request therefore. Any waiver granted by either Party shall be without prejudice to any other right that Party may have, will be subject to continuing review, and may be revoked, at the waiving Party's sole discretion, at any time and for any reason, effective upon delivery to the other often (10) days' prior written

notice. CARRIER and AGENT shall not be deemed to have waived, or impaired any right, power or option reserved by this Agreement (including, without limitation, the right to demand exact compliance with every term, condition and covenant herein, or to declare any breach hereof to be a default and to terminate this Agreement prior to the expiration of its term), by virtue of any custom or practice of the Parties at variance with the terms hereof or any

notice. CARRIER and AGENT shall not be deemed to have waived, or impaired any right, power or option reserved by this Agreement (including, without limitation, the right to demand exact compliance with every term, condition and covenant herein, or to declare any breach hereof to be a default and to terminate this Agreement prior to the expiration of its term), by virtue of any custom or practice of the Parties at variance with the terms hereof or any failure, refusal or neglect of CARRIER or AGENT to exercise any right under this Agreement or to insist upon exact compliance by the other with its obligations hereunder, including, without limitation, any rule or procedure, or any waiver, forbearance, delay, failure or omission by CARRIER to exercise any right, power or option, whether of the same, similar or different nature, with respect to one or more other authorized agents. ARTICLE XXVII RIGHTS OF PARTIES ARE CUMULATIVE The rights of CARRIER and AGENT hereunder are cumulative and no exercise or enforcement by CARRIER or AGENT of any right or remedy hereunder shall preclude the exercise or enforcement by CARRIER or AGENT of any other right or remedy hereunder, of which CARRIER or AGENT is entitled by law to enforce. ARTICLE XXVIII CONFIDENTIAL INFORMATION Any specifications, drawings, sketches, models, samples, data, computer programs or documentation, or technical or business information ("Information") furnished or disclosed by CARRIER to AGENT hereunder shall be deemed the exclusive property of CARRIER, including title to copyright in all copyrightable material, and, when in tangible form, shall be returned to CARRIER upon completion or terminal ion of authorized work. Further, the Parties hereby agree that Subscriber lists and related information or data are the exclusive property of CARRIER and are to be used by AGENT, its officers, employees, Subagents, subcontractors and servants solely in the performance of its duties and obligations hereunder. Unless any confidential information was previously known to AGENT free of any obligation to keep it confidential, or has been or is subsequently made public by CARRIER or a third party, it shall be held in confidence by AGENT, shall be used only for the purposes hereunder, and may be used for other purposes only upon such terms and conditions as may be mutually agreed upon in writing. If AGENT is served with process to obtain Information, AGENT shall immediately notify CARRIER, which shall, in addition to AGENT's efforts, if any, have the right to seek to quash such process. Unless marked "proprietary", any Information furnished, or disclosed by AGENT to CARRIER shall not obligate CARRIER to hold such Information in confidence. CONSUMER PROPRIETARY NETWORK INFORMATION. It is the policy of CARRIER and its affiliates to protect all proprietary information belonging to or in control of CARRIER, including, without limitation, information about its

customers and the services and products provided to those customers by CARRIER. It is the policy of CARRIER to treat all customer proprietary network information (CPNI) in a confidential manner. Further, it is the policy of CARRIER to limit disclosure and the use of CPNI in a manner consistent with the requirements of the CPNI Rules. All employees of AGENT who may have access to C'PNI shall receive CPNI rules training, including, without limitation, with respect to when they are and are not authorized to use CPNI. No employee of AGENT shall gain access to any CPNI unless such employee has attended training. Use of or access to CPNI without having attended CPNI Rules training or uses CPNI in any manner which is contrary to the CPNI rules shall be a material breach of this Agreement and in the event of such breach,

customers and the services and products provided to those customers by CARRIER. It is the policy of CARRIER to treat all customer proprietary network information (CPNI) in a confidential manner. Further, it is the policy of CARRIER to limit disclosure and the use of CPNI in a manner consistent with the requirements of the CPNI Rules. All employees of AGENT who may have access to C'PNI shall receive CPNI rules training, including, without limitation, with respect to when they are and are not authorized to use CPNI. No employee of AGENT shall gain access to any CPNI unless such employee has attended training. Use of or access to CPNI without having attended CPNI Rules training or uses CPNI in any manner which is contrary to the CPNI rules shall be a material breach of this Agreement and in the event of such breach, CARRIER may terminate this Agreement upon ten (10) days' written notice to AGENT. ARTICLE XXIX INDEMNITIES 29.1 Indemnification of CARRIER. AGENT agrees to indemnify, defend and hold CARRIER harmless against any liability for any claims or demands arising out of the conduct of business by AGENT that are the result of AGENT's negligent or willful act or failure to act, including, but not limited to, any claims or demands (a) by AGENT's subagents, (b) by AGENT's employees or any other persons, including but not limited to Subscribers, for bodily injury, damage to property or other damages caused by the acts or omissions of the AGENT or its subcontractors, or the employees or agents of any of them, and (c) by AGENT's employees under worker's compensation or similar laws. AGENT also agrees to indemnify, defend and hold CARRIER harmless against any liability arising out of any allegedly unauthorized use of a trademark, patent, copyright, process, idea, method or devise by AGENT covered by this Agreement. If two or more persons are at any time AGENT hereunder, whether or not as partners or joint venturers, their obligations and liabilities to CARRIER shall be joint and several. 29.2 Procedures with Respect to Indemnification. All indemnities created in this Agreement shall include indemnification of Indemnitee's Affiliates, directors, officers, employees, agents, successors and assigns and their heirs, legal representatives, and assigns thereof. The indemnification shall be for all claims arising out of the specific event referred to in this Agreement which is covered by the indemnification, including all obligations, actual and consequential damages and costs reasonably incurred in the defense of any claim, including without limitation reasonable accountant's, attorneys', and expert witness fees, costs of investigation and proof of facts, court costs, and other litigation expenses, including, but not limited to, travel and living expenses. Written notice of claim shall be forwarded promptly by the Indemnitee to the Indemnitor and there shall be no settlement of the claim without the consent of the Indemnitor, which consent shall not be unreasonably withheld. Indemnitee shall have the right to defend any such claim in which it is named as a defendant at its own cost and expense. The indemnities created by this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement. Provisions for indemnification in this Agreement are not in lieu of and do not supplant insurance coverage required in the Agreement, and are not intended to act as insurance. ARTICLE XXX MUTUAL GENERAL RELEASE AGENT and CARRIER, subject to the exceptions set forth below, shall and do hereby release and discharge each other and their parents, partners, officers, directors, employees and assigns from any and all claims, losses, liabilities, obligations, damages and actions of any kind, known or unknown, up to the date hereof. This Mutual Release shall not apply to the following claims, liabilities or obligations:

1. CARRIER's right to offset against commissions owed to AGENT any amounts due and owing to CARRIER for equipment sold to AGENT by CARRIER or moneys owed to CARRIER for any other reason:

1. CARRIER's right to offset against commissions owed to AGENT any amounts due and owing to CARRIER for equipment sold to AGENT by CARRIER or moneys owed to CARRIER for any other reason: 2. CARRIER's right to offset against commissions owed to AGENT any amounts (a) determined by CARRIER to be due as the result of fraud by AGENT; (b) determined by CARRIER to be due to CARRIER by AGENT for Subscribers that fail to remain on service for the chargeback period required by the agreement between CARRIER and AGENT; and (c) determined by CARRIER to be due to CARRIER by AGENT for payments due under Exhibit B, Section I - Up-Front Compensation - Paragraph H; 3. Determined by CARRIER to be due to AGENT for residual or other compensation to which AGENT may be entitled. ARTICLE XXXI ARBITRATION Independent Arbitration. (PLEASE READ THIS PARAGRAPH CAREFULLY. IT AFFECTS RIGHTS THAT YOU MAY OTHERWISE HAVE.) (a) AGENT and CARRIER shall use their best efforts to settle any dispute or claim arising from, or relating to this Agreement. To accomplish this, they shall negotiate with each other in good faith. If AGENT and CARRIER do not reach agreement within 30 clays, instead of suing in court, AGENT and CARRIER agree to arbitrate any and all disputes and claims (including but not limited to claims based on or arising from an alleged tort) arising out of or relating to this agreement, to any prior agreement, or any subsequent agreement for cellular products or service between CARRIER and AGENT or any of CARRIER's or AGENT's affiliates or predecessors in interest. (b) The arbitration of any dispute or claim shall be conducted in accordance with the Wireless Industry Arbitration Rules ("WIA Rules") as modified by this Agreement and as administered by the American Arbitration Association ("AAA"). The WIA rules and fee information are available from CARRIER or the AAA upon request. (c) AGENT and CARRIER acknowledge that this Agreement evidences a transaction in interstate commerce and that the United States Arbitration Act and Federal Arbitration law shall govern the interpretation and enforcement of, and proceedings pursuant to this or a prior Agreement. (d) Unless AGENT and CARRIER agree otherwise, the location of any arbitration shall be in Atlanta, Georgia. (e) AGENT and CARRIER agree that no arbitrator has the authority to: (1) award relief in excess of what this or a prior agreement provides; (2) award punitive damages or any other damages not measured by the prevailing Party's actual damages; or (3) order consolidation or class arbitration. (f) Except as otherwise provided herein, all fees and expenses of the arbitration shall be equally borne by CARRIER and AGENT. (g) The arbitrator(s) must give effect to the limitations on AGENT" s liability as set forth in this or a prior Agreement, any applicable tariff, law, or regulation.

(h) In any arbitration utilizing the rules applicable to Large/Complex cases, as defined under the WIA rules. I he arbitrators must also apply the Federal Rules of Evidence, and the losing Party may have "the award reviewed in accordance with the review procedures set forth in the WIA rules. (i) AGENT and CARRIER acknowledge and agree that each is waiving its respective right to a trial by jury, both acknowledge that arbitration is final and binding and subject to only very limited review by a court. If for some reason this arbitration clause is at some point deemed inapplicable or invalid, CARRIER and AGENT agree to waive, to the fullest extent allowed by law," any trial by jury, in such case, a judge shall decide the subject dispute or" claim. AGENT, CARRIER and Arbitrator(s) shall not disclose the existence, content, or results of any

(h) In any arbitration utilizing the rules applicable to Large/Complex cases, as defined under the WIA rules. I he arbitrators must also apply the Federal Rules of Evidence, and the losing Party may have "the award reviewed in accordance with the review procedures set forth in the WIA rules. (i) AGENT and CARRIER acknowledge and agree that each is waiving its respective right to a trial by jury, both acknowledge that arbitration is final and binding and subject to only very limited review by a court. If for some reason this arbitration clause is at some point deemed inapplicable or invalid, CARRIER and AGENT agree to waive, to the fullest extent allowed by law," any trial by jury, in such case, a judge shall decide the subject dispute or" claim. AGENT, CARRIER and Arbitrator(s) shall not disclose the existence, content, or results of any arbitration. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. ARTICLE XXXII MISCELLANEOUS 32.1 Governing Law. Except to the extent governed by United States law that preempts state law, this Agreement shall be interpreted under and governed by the laws of the State of Georgia. 32.2 Testimony. Matters relating to this Agreement may be in issue before various regulatory bodies. Upon reasonable notice, AGENT agrees to fully cooperate with CARRIER regarding any such matters including willingly providing employees of AGENT to testify at appropriate times regarding any aspect of this Agreement or other related issues. CARRIER agrees to reimburse AGENT for reasonable costs expended in supplying such testimony. 32.3 Binding Effect. This Agreement, including the preambles and Exhibits (as amended), is binding upon the parties hereto, their respective executors, administrators, heirs, assigns and successors in interest. 32.4 Impossibility of Performance. Neither CARRIER nor AGENT shall be liable for loss or damage or deemed to be in breach of this Agreement if its failure to perform its obligations results from: (1) compliance with any law, ruling, order, regulation, requirement or instruction of any federal, state or municipal government or any department or agency thereof or court of competent jurisdiction: (2) acts of God; (3) acts or omissions of the other party; or (4) fires, strikes, embargoes, war, insurrection or riot. CARRIER shall not be liable for loss or damage or be deemed to be in breach of this Agreement if technological changes occur which prohibit CARRIER from issuing numbers to Subscribers. Any delay resulting from any of said causes shall extend performance accordingly or excuse performance, in whole or in part, as may be reasonable. 32.5 Survival. The terms, provisions, obligations, representations, and warranties contained in this Agreement that by their sense and context are intended to survive the performance thereof by either or bulb Parties hereunder shall so survive the completion of performances and termination of this Agreement, including the making of any and all payments due hereunder. 32.6 Licenses. No licenses, express or implied, under any patents are granted by CARRIER or its Affiliates to AGENT hereunder. 32.7 Notices and Payments. All payments due AGENT shall be made to such address or bank as AGENT from time to time designates. All notices, consents and reports required to be

delivered by the provisions of this Agreement shall be deemed so delivered: (1) when delivered personally; or (2) seventy-two (72) hours after being mailed, registered or certified mail, return receipt requested, postage prepaid, to the most current principal business address of which the notifying Party has been notified ("Business Address"); or (3) one business day after being delivered to a reputable overnight courier service, prepaid, marked for next day delivery, addressed to the addressee at the Business Address; or (4) on the first business day after receipt, if delivered by facsimile transmission to the FAX number (if any) of the receiving party, if receipt is confirmed by the addressee cither orally or in writing. All reports, financial records and other information required by this Agreement shall be directed to such other persons and places as CARRIER may direct from time to time.

delivered by the provisions of this Agreement shall be deemed so delivered: (1) when delivered personally; or (2) seventy-two (72) hours after being mailed, registered or certified mail, return receipt requested, postage prepaid, to the most current principal business address of which the notifying Party has been notified ("Business Address"); or (3) one business day after being delivered to a reputable overnight courier service, prepaid, marked for next day delivery, addressed to the addressee at the Business Address; or (4) on the first business day after receipt, if delivered by facsimile transmission to the FAX number (if any) of the receiving party, if receipt is confirmed by the addressee cither orally or in writing. All reports, financial records and other information required by this Agreement shall be directed to such other persons and places as CARRIER may direct from time to time. 32.8 Publicity. AGENT agrees not to initiate any cellular service-related public relations activities, including but not limited to news releases, news conferences, news briefings or any other type of function involving reporters, editors or news directors of any news organizations, without first consulting CARRIER public relations personnel. Further, AGENT agrees to refer all cellular service-related questions from news organizations to CARRIER public relations personnel. 32.9 Product Liability. CARRIER shall not be liable or responsible for nor warrant any products or accessories sold by AGENT. Any and all problems or claims from said sale shall be referred back to AGENT. 32.10 Headings. The headings in this Agreement are for convenience only and shall not be construed to define or limit any of the terms herein. 32.11 Prior Agreements. By signing hereunder AGENT acknowledges and agrees that as of the effective date of this Agreement, any Agreement providing compensation from CARRIER to AGENT for new Subscriber enrollment which AGENT has with CARRIER for the Area(s) referenced herein shall be null and void and no further compensation will be paid under the prior Agreements by CARRIER unless otherwise provided herein. 32.12 Entire Agreement. This Agreement, including the preambles and exhibits, sets forth the entire Agreement between the parties as to the subject matter hereof and merges all prior discussions between them, and neither of the parties shall be bound by any conditions, definitions, understandings, or representations with respect to such subject matter other than as expressly provided herein, or as duly set forth subsequent to the effective date hereof in writing and signed by the duly authorized representatives of both parties. IN WITNESS WHEREOF the parties hereto have executed, sealed and delivered this Agreement in two counterparts on the day and year first above written. CARRIER SHOWN ON EXHIBIT B AREAWIDE CELLULAR, LLC AS PROVIDED HEREIN ON BEHALF --------------------------- OF ENTITIES LISTED ON EXHIBIT A (NAME OF AUTHORIZED AGENT) FOR SPECIFIC MARKETS NOTED
BY: /s/ Dan Norman ---------------------------Dan Norman ------------------------------(PRINT OR TYPE NAME) BY: /s/ Michael Kaplan -----------------------Michael Kaplan -----------------------(PRINT OR TYPE NAME)

TITLE: VP/GM NFL ------------------------DATE: --------------------------

TITLE: President --------------------DATE: /s/ March 22, 2001 ----------------------

LIST OF EXHIBITS: A. Markets B. Compensation

TITLE: VP/GM NFL ------------------------DATE: --------------------------

TITLE: President --------------------DATE: /s/ March 22, 2001 ----------------------

LIST OF EXHIBITS: A. Markets B. Compensation C. Fraud Procedures

EXHIBIT A AUTHORIZED AGENT AREA AND LOCATIONS AREA:
Market Name ----------Jacksonville, Florida Additional Market ----------------FL RSA #5(B3)-Putnam (Palatka) Licensee Name ------------Jacksonville MSA Limited Partnership Licensee: --------Jacksonville MSA Limited Partnership

As long as AGENT has no sales facility in any Area listed below, and as long as AGENT does not actively advertise or solicit business in such Area, Cingular Wireless shall pay compensation to AGENT for new Subscriber enrollment in those specified Areas in accordance with the compensation Schedule in Exhibit B which is currently in effect for the Jacksonville, Florida Area as such Exhibit B may be amended from time to time as set forth in therein. For purposes of computing Compensation, Subscriber enrollment for the area listed below and the Jacksonville, Florida Area shall be aggregated. AGENT BUSINESS LOCATIONS: This Exhibit may be amended from time to time by written agreement of the parties. EXHIBIT B AGREEMENT START DATE: April 15. 2001 AGENT LEGAL NAME: Areawide Cellular, LLC AGENT d/b/a NAME (IF DIFFERENT) AGENT PLACE OF INCORPORATION (if applicable): Illinois AGENT ADDRESS: 1615 Barclay Blvd., Buffalo Grove. IL 6089 CARRIER: CINGULAR WIRELESS LLC CARRIER ADDRESS: 5565 GLENRIDGE CONNECTOR, ATLANTA, GA 30342 [CONFIDENTIAL TREATMENT]

EXHIBIT A AUTHORIZED AGENT AREA AND LOCATIONS AREA:
Market Name ----------Jacksonville, Florida Additional Market ----------------FL RSA #5(B3)-Putnam (Palatka) Licensee Name ------------Jacksonville MSA Limited Partnership Licensee: --------Jacksonville MSA Limited Partnership

As long as AGENT has no sales facility in any Area listed below, and as long as AGENT does not actively advertise or solicit business in such Area, Cingular Wireless shall pay compensation to AGENT for new Subscriber enrollment in those specified Areas in accordance with the compensation Schedule in Exhibit B which is currently in effect for the Jacksonville, Florida Area as such Exhibit B may be amended from time to time as set forth in therein. For purposes of computing Compensation, Subscriber enrollment for the area listed below and the Jacksonville, Florida Area shall be aggregated. AGENT BUSINESS LOCATIONS: This Exhibit may be amended from time to time by written agreement of the parties. EXHIBIT B AGREEMENT START DATE: April 15. 2001 AGENT LEGAL NAME: Areawide Cellular, LLC AGENT d/b/a NAME (IF DIFFERENT) AGENT PLACE OF INCORPORATION (if applicable): Illinois AGENT ADDRESS: 1615 Barclay Blvd., Buffalo Grove. IL 6089 CARRIER: CINGULAR WIRELESS LLC CARRIER ADDRESS: 5565 GLENRIDGE CONNECTOR, ATLANTA, GA 30342 [CONFIDENTIAL TREATMENT]

[CONFIDENTIAL TREATMENT] MONTH IN WHICH COMMISSION CYCLE BEGINS PERFORMANCE QUOTA FOR 2001 [CONFIDENTIAL TREATMENT]

AGENT COMPENSATION

AGENT PLACE OF INCORPORATION (if applicable): Illinois AGENT ADDRESS: 1615 Barclay Blvd., Buffalo Grove. IL 6089 CARRIER: CINGULAR WIRELESS LLC CARRIER ADDRESS: 5565 GLENRIDGE CONNECTOR, ATLANTA, GA 30342 [CONFIDENTIAL TREATMENT]

[CONFIDENTIAL TREATMENT] MONTH IN WHICH COMMISSION CYCLE BEGINS PERFORMANCE QUOTA FOR 2001 [CONFIDENTIAL TREATMENT]

AGENT COMPENSATION I STANDARD UP-FRONT COMPENSATION AGENT will be paid the [CONFIDENTIAL TREATMENT] or [CONFIDENTIAL TREATMENT] shown above for each new Subscriber enrolled in the Area under a service package for which CARRIER does not pay [CONFIDENTIAL TREATMENT]. A. [CONFIDENTIAL TREATMENT] shall he paid within thirty (30) working days following the close of the commission cycle in the Area in which the Subscriber began using CARRIER's service. AGENT will not be paid for Subscribers who subscribe to CARRIER's service outside of any area specified in (his Agreement. CARRIER reserves the right, at any time and from time to time, to change the period used to determine payment of AGENT compensation. AGENT shall be notified in writing of any change in such period. If a Subscriber does not complete [CONFIDENTIAL TREATMENT] (as defined in Section V of this Exhibit B) in the Area in which the Subscriber began using CARRIER's service, AGENT shall be required to repay to CARRIER the amount of compensation paid by CARRIER to AGENT for such Subscriber. Such repayment may be deducted by CARRIER from any amounts otherwise owed to AGENT by CARRIER. If such amount is not deducted by CARRIER, such repayment shall be made by AGENT to CARRIER within thirty (30) days after CARRIER notifies AGENT that the Subscriber has failed to [CONFIDENTIAL TREATMENT] in the Area in which the Subscriber began using CARRIER's service. B. In order to be paid within the time period set forth in Paragraph A above, AGENT must submit all deposits, earnest payments and appropriate paperwork to CARRIER no later than fifteen (15) days from the date the service request was submitted to CARRIER by the AGENT. No compensation will be paid unless all paperwork is accurately completed to CARRIER's satisfaction and in accordance with CARRIER's procedures. Additionally, CARRIER shall not be obligated to pay any compensation to AGENT for any Subscriber whom AGENT enrolls on CARRIER's WRS with any unapproved FCC type Equipment or Equipment which does not meet the manufacturer's recommendations. In order to ensure that compensation is appropriately credited to AGENT's account, AGENT must supply CARRIER with the correct security code when submitting activations. If, notwithstanding the above. CARRIER pays AGENT compensation for a Subscriber before all paperwork is processed, CARRIER may, in its discretion require AGENT to repay to CARRIER the amount of compensation paid by CARRIER to AGENT for such Subscriber. Such repayment may be deducted by CARRIER from any amounts otherwise owed to AGENT by CARRIER. If such amount is not deducted by CARRIER, such repayment shall be made by AGENT to CARRIER within 30 days after CARRIER notifies AGENT that the repayment is due. After such repayment is made, if AGENT submits all completed, appropriate paperwork for

[CONFIDENTIAL TREATMENT] MONTH IN WHICH COMMISSION CYCLE BEGINS PERFORMANCE QUOTA FOR 2001 [CONFIDENTIAL TREATMENT]

AGENT COMPENSATION I STANDARD UP-FRONT COMPENSATION AGENT will be paid the [CONFIDENTIAL TREATMENT] or [CONFIDENTIAL TREATMENT] shown above for each new Subscriber enrolled in the Area under a service package for which CARRIER does not pay [CONFIDENTIAL TREATMENT]. A. [CONFIDENTIAL TREATMENT] shall he paid within thirty (30) working days following the close of the commission cycle in the Area in which the Subscriber began using CARRIER's service. AGENT will not be paid for Subscribers who subscribe to CARRIER's service outside of any area specified in (his Agreement. CARRIER reserves the right, at any time and from time to time, to change the period used to determine payment of AGENT compensation. AGENT shall be notified in writing of any change in such period. If a Subscriber does not complete [CONFIDENTIAL TREATMENT] (as defined in Section V of this Exhibit B) in the Area in which the Subscriber began using CARRIER's service, AGENT shall be required to repay to CARRIER the amount of compensation paid by CARRIER to AGENT for such Subscriber. Such repayment may be deducted by CARRIER from any amounts otherwise owed to AGENT by CARRIER. If such amount is not deducted by CARRIER, such repayment shall be made by AGENT to CARRIER within thirty (30) days after CARRIER notifies AGENT that the Subscriber has failed to [CONFIDENTIAL TREATMENT] in the Area in which the Subscriber began using CARRIER's service. B. In order to be paid within the time period set forth in Paragraph A above, AGENT must submit all deposits, earnest payments and appropriate paperwork to CARRIER no later than fifteen (15) days from the date the service request was submitted to CARRIER by the AGENT. No compensation will be paid unless all paperwork is accurately completed to CARRIER's satisfaction and in accordance with CARRIER's procedures. Additionally, CARRIER shall not be obligated to pay any compensation to AGENT for any Subscriber whom AGENT enrolls on CARRIER's WRS with any unapproved FCC type Equipment or Equipment which does not meet the manufacturer's recommendations. In order to ensure that compensation is appropriately credited to AGENT's account, AGENT must supply CARRIER with the correct security code when submitting activations. If, notwithstanding the above. CARRIER pays AGENT compensation for a Subscriber before all paperwork is processed, CARRIER may, in its discretion require AGENT to repay to CARRIER the amount of compensation paid by CARRIER to AGENT for such Subscriber. Such repayment may be deducted by CARRIER from any amounts otherwise owed to AGENT by CARRIER. If such amount is not deducted by CARRIER, such repayment shall be made by AGENT to CARRIER within 30 days after CARRIER notifies AGENT that the repayment is due. After such repayment is made, if AGENT submits all completed, appropriate paperwork for such Subscriber within ninety (90) days from the date of such repayment, CARRIER shall repay to AGENT the amount due as compensation for such Subscriber. C. AGENT is responsible for obtaining and remitting to CARRIER the deposit, if any, required from subscribers enrolled by AGENT. If CARRIER does not receive such deposit within thirty (30) days of the Subscriber's activation date, CARRIER may, in its discretion, require AGENT to pay to CARRIER the amount of the deposit due for such Subscriber's account. Such payment may be deducted by CARRIER from any amounts otherwise owed to AGENT by CARRIER. If such amount is not deducted by CARRIER, such payment shall be made by AGENT to CARRIER

AGENT COMPENSATION I STANDARD UP-FRONT COMPENSATION AGENT will be paid the [CONFIDENTIAL TREATMENT] or [CONFIDENTIAL TREATMENT] shown above for each new Subscriber enrolled in the Area under a service package for which CARRIER does not pay [CONFIDENTIAL TREATMENT]. A. [CONFIDENTIAL TREATMENT] shall he paid within thirty (30) working days following the close of the commission cycle in the Area in which the Subscriber began using CARRIER's service. AGENT will not be paid for Subscribers who subscribe to CARRIER's service outside of any area specified in (his Agreement. CARRIER reserves the right, at any time and from time to time, to change the period used to determine payment of AGENT compensation. AGENT shall be notified in writing of any change in such period. If a Subscriber does not complete [CONFIDENTIAL TREATMENT] (as defined in Section V of this Exhibit B) in the Area in which the Subscriber began using CARRIER's service, AGENT shall be required to repay to CARRIER the amount of compensation paid by CARRIER to AGENT for such Subscriber. Such repayment may be deducted by CARRIER from any amounts otherwise owed to AGENT by CARRIER. If such amount is not deducted by CARRIER, such repayment shall be made by AGENT to CARRIER within thirty (30) days after CARRIER notifies AGENT that the Subscriber has failed to [CONFIDENTIAL TREATMENT] in the Area in which the Subscriber began using CARRIER's service. B. In order to be paid within the time period set forth in Paragraph A above, AGENT must submit all deposits, earnest payments and appropriate paperwork to CARRIER no later than fifteen (15) days from the date the service request was submitted to CARRIER by the AGENT. No compensation will be paid unless all paperwork is accurately completed to CARRIER's satisfaction and in accordance with CARRIER's procedures. Additionally, CARRIER shall not be obligated to pay any compensation to AGENT for any Subscriber whom AGENT enrolls on CARRIER's WRS with any unapproved FCC type Equipment or Equipment which does not meet the manufacturer's recommendations. In order to ensure that compensation is appropriately credited to AGENT's account, AGENT must supply CARRIER with the correct security code when submitting activations. If, notwithstanding the above. CARRIER pays AGENT compensation for a Subscriber before all paperwork is processed, CARRIER may, in its discretion require AGENT to repay to CARRIER the amount of compensation paid by CARRIER to AGENT for such Subscriber. Such repayment may be deducted by CARRIER from any amounts otherwise owed to AGENT by CARRIER. If such amount is not deducted by CARRIER, such repayment shall be made by AGENT to CARRIER within 30 days after CARRIER notifies AGENT that the repayment is due. After such repayment is made, if AGENT submits all completed, appropriate paperwork for such Subscriber within ninety (90) days from the date of such repayment, CARRIER shall repay to AGENT the amount due as compensation for such Subscriber. C. AGENT is responsible for obtaining and remitting to CARRIER the deposit, if any, required from subscribers enrolled by AGENT. If CARRIER does not receive such deposit within thirty (30) days of the Subscriber's activation date, CARRIER may, in its discretion, require AGENT to pay to CARRIER the amount of the deposit due for such Subscriber's account. Such payment may be deducted by CARRIER from any amounts otherwise owed to AGENT by CARRIER. If such amount is not deducted by CARRIER, such payment shall be made by AGENT to CARRIER

within thirty (30) days after CARRIER notifies AGENT that the payment is due. D. A Subscriber who is enrolled by AGENT and has attained [CONFIDENTIAL TREATMENT] and who then voluntarily disconnects and reconnects within [CONFIDENTIAL TREATMENT] shall not be included in AGENT's count of new Subscribers and CARRIER shall not pay any [CONFIDENTIAL TREATMENT] to AGENT for any such Subscriber. If, notwithstanding the above, CARRIER pays AGENT compensation for a Subscriber described in this

within thirty (30) days after CARRIER notifies AGENT that the payment is due. D. A Subscriber who is enrolled by AGENT and has attained [CONFIDENTIAL TREATMENT] and who then voluntarily disconnects and reconnects within [CONFIDENTIAL TREATMENT] shall not be included in AGENT's count of new Subscribers and CARRIER shall not pay any [CONFIDENTIAL TREATMENT] to AGENT for any such Subscriber. If, notwithstanding the above, CARRIER pays AGENT compensation for a Subscriber described in this Paragraph D, CARRIER may, in its discretion require AGENT to repay to CARRIER the amount of compensation paid by CARRIER to AGENT for such Subscriber. Such repayment may be deducted by CARRIER from any amounts otherwise owed to AGENT by CARRIER. If such amount is not deducted by CARRIER, such repayment shall be made by AGENT to CARRIER within 30 days after CARRIER notifies AGENT that the repayment is due. Additionally, if a Subscriber changes telephone numbers or Equipment, such Subscriber shall not be included in AGENT's count of new Subscribers because of such change, and CARRIER shall not pay any additional compensation to AGENT for any such Subscriber because of such change. Subscribers shall be deemed to have changed telephone number or equipment when one person disconnects service, another person subscribes to the service, but in CARRIER's sole judgment, the second subscription is a substitute for the original subscription. The provisions of this Paragraph D shall apply only to Subscriber enrollment in the Area in which the Subscriber began using CARRIER's service. E. A Subscriber who is enrolled by AGENT and [CONFIDENTIAL TREATMENT] and who then is disconnected for nonpayment and is subsequently reconnected shall not be included in AGENT's count of new Subscribers and CARRIER shall not pay any additional [CONFIDENTIAL TREATMENT] to AGENT for any such Subscriber. F. Should CARRIER, in its sole discretion, determine that AGENT has inflated or otherwise manipulated its count of new Subscribers by falsifying applications, adding nonexistent Subscribers, adding Subscribers who do not use minimal amounts of airtime, or by any other means or methods, then CARRIER shall, in addition to any other rights it may have under this Agreement, have the right to immediately terminate this Agreement and/or to collect from AGENT, and AGENT agrees to pay to CARRIER all payments made to AGENT by CARRIER for each such Subscriber and all amounts due for unpaid bills for service for each such Subscriber. AGENT agrees to pay any amounts due to CARRIER within thirty (30) days after CARRIER provides evidence to AGENT of such actions. Provided, however. CARRIER shall not require AGENT to repay any compensation which was paid for such Subscriber [CONFIDENTIAL TREATMENT] from such Subscriber's service activation date. G. If AGENT activates a cellular telephone number and submits the number to CARRIER, and on the date of submission of the number to CARRIER the equipment is not installed or picked up by the Subscriber, or if the Subscriber returns the equipment (a "No Install"), AGENT agrees to notify CARRIER of the No Install by the close of business on the second day following the submission of the number to CARRIER. If AGENT fails to notify CARRIER of the No Install within the above time, AGENT agrees to pay CARRIER, or CARRIER may deduct from any amounts otherwise due to AGENT, [CONFIDENTIAL TREATMENT] to compensate CARRIER for the costs incurred in processing the No Install. CARRIER shall also have the right to deduct any compensation which was paid for such a No Install. H. If AGENT fails to notify a Subscriber of any charges due for CARRIER's WRS, including activation fees, access charges, or per minute charges, or if AGENT misrepresents or

provides inadequate information about any such charges, the size of the coverage area, or anything else about CARRIER's WRS to a Subscriber, CARRIER shall have the right to deduct from commissions otherwise due to AGENT, or AGENT agrees to pay CARRIER upon demand, an amount equal to any amount which CARRIER pays to or allows the Subscriber for such charges of which the Subscriber was not notified or which were misrepresented to the Subscriber. Further, if AGENT fails to program any Subscriber Equipment correctly and

provides inadequate information about any such charges, the size of the coverage area, or anything else about CARRIER's WRS to a Subscriber, CARRIER shall have the right to deduct from commissions otherwise due to AGENT, or AGENT agrees to pay CARRIER upon demand, an amount equal to any amount which CARRIER pays to or allows the Subscriber for such charges of which the Subscriber was not notified or which were misrepresented to the Subscriber. Further, if AGENT fails to program any Subscriber Equipment correctly and according to recommendations made and/or standards set by the manufacturer and/or CARRIER, CARRIER shall have the right to deduct from compensation otherwise due to AGENT, or AGENT agrees to pay CARRIER upon demand, an amount determined by CARRIER for such faulty programming. CARRIER will notify AGENT in advance of such amount. I. If AGENT activates a number and the billed name and address reflect the AGENT's name and/or address and not the actual Subscriber (or his or her employer), CARRIER may charge back the compensation paid to AGENT and AGENT agrees to be responsible for all unpaid bills for service for such a number. J. CARRIER may, in its sole discretion, impose a charge upon AGENT for Equipment changes. Such charge shall be in accordance with the Equipment Change Guidelines specified by management in the Area. K. No compensation will be paid to AGENT for numbers activated by, and in the name of, AGENT, its Subagents, affiliates, employees, any person included in the definition of AGENT, and the like. L. NO COMPENSATION SHALL HE PAID UNDER THIS AGREEMENT FOR ANY SUBSCRIBERS ACTIVATED UNDER A PREPAID PLAN OR PROGRAM. II [CONFIDENTIAL TREATMENT] CARRIER will pay to AGENT [CONFIDENTIAL TREATMENT], computed as specified below. AGENT acknowledges that [CONFIDENTIAL TREATMENT] is not paid for past service, but rather, is paid for current services. Therefore, AGENT agrees that it has no vested interest in its [CONFIDENTIAL TREATMENT] if it is failing to perform and currently generate new Subscribers for CARRIER. [CONFIDENTIAL TREATMENT] will commence with the first day of a Subscriber's service but will be paid to AGENT retroactively after a Subscriber defined above has completed [CONFIDENTIAL TREATMENT]. No [CONFIDENTIAL TREATMENT] shall be paid for Subscribers who fail to complete [CONFIDENTIAL TREATMENT]. Subscribers activated under prepaid plans or programs shall not be included in AGENT's Subscriber bases. A. Preliminary [CONFIDENTIAL TREATMENT]. The amount of Preliminary [CONFIDENTIAL TREATMENT] is a [CONFIDENTIAL TREATMENT] based on the number of active new Subscribers who have completed [CONFIDENTIAL TREATMENT] added to AGENT's Sbuscriber base since the inception date of this Agreement as shown in the chart of tiers below. The amount of the [CONFIDENTIAL TREATMENT] is the appropriate percentage of the amount CARRIER bills that Subscriber for monthly access and airtime usage, excluding ancillary services, such as, but not limited to, insurance, roamer and Equipment charges, taxes and long distance tolls. [CONFIDENTIAL TREATMENT] will be based on the aggregate number of

Subscribers activated since the inception date of this Agreement billed during the month [CONFIDENTIAL TREATMENT].
Number of Active New Subscribers [CONFIDENTIAL TREATMENT] Added to AGENT'S Base Since Commencement Date of Agreement Preliminary Residual Percent

Subscribers activated since the inception date of this Agreement billed during the month [CONFIDENTIAL TREATMENT].
Number of Active New Subscribers [CONFIDENTIAL TREATMENT] Added to AGENT'S Base Since Commencement Date of Agreement Preliminary Residual Percent

[CONFIDENTIAL TREATMENT] B. The [CONFIDENTIAL TREATMENT] shall be multiplied by the [CONFIDENTIAL TREATMENT] shown on Schedule 1, attached hereto and made a part hereof. The result is [CONFIDENTIAL TREATMENT] payable for that commission cycle. The [CONFIDENTIAL TREATMENT] for each commission cycle is the [CONFIDENTIAL TREATMENT] that corresponds to AGENT's [CONFIDENTIAL TREATMENT] for such cycle. The [CONFIDENTIAL TREATMENT] is the number of new Subscribers activated by AGENT during the commission cycle divided by the [CONFIDENTIAL TREATMENT] shown above for such commission cycle. C. [CONFIDENTIAL TREATMENT] shall be paid within thirty (30) working days following the close of the last billing period in the Area in which the Subscriber completed 150 days of continuous active service. Should CARRIER implement split cycle billing, CARRIER reserves the right, at any time and from time to time, to change the period used to determine payment of [CONFIDENTIAL TREATMENT]. AGENT shall be notified in writing of any change in such period. [CONFIDENTIAL TREATMENT] shall he paid for each Subscriber until the Subscriber's service is terminated or until this Agreement terminates, whichever event shall first occur. If a Subscriber's service is terminated and such Subscriber reactivates service through another agent or directly through CARRIER, no further [CONFIDENTIAL TREATMENT] shall be paid to AGENT. III PAYMENT FOR SERVICE OPTIONS CARRIER reserves the right to determine whether AGENT will receive compensation for service options when those options are introduced or implemented. Payment for service options shall be determined by the appropriate CARRIER Manager in the Area. IV COMPENSATION MODIFICATION Once each calendar year, CARRIER shall have the right to review and modify any part of this Exhibit including but not limited to compensation rates and Performance Quotas. CARRIER may make such modification any time during the year. The first such modification

may be made after the January 1 next anniversary after the effective date of this Agreement. CARRIER shall give AGENT thirty (30) days prior written notice of the effective date of any modification. Up-Front Compensation shall not be reduced by more than 11% at any such modification date. V GENERAL A. Continuous active service refers to the use of CARRIER's WRS without interruption, either voluntary or involuntary.

may be made after the January 1 next anniversary after the effective date of this Agreement. CARRIER shall give AGENT thirty (30) days prior written notice of the effective date of any modification. Up-Front Compensation shall not be reduced by more than 11% at any such modification date. V GENERAL A. Continuous active service refers to the use of CARRIER's WRS without interruption, either voluntary or involuntary. For purposes of calculating continuous active service, a Subscriber who is disconnected for nonpayment and is reconnected to CARRIER's service in the same billing cycle shall be considered as having continuous active service. B. If AGENT receives Equipment under any CARRIER program and invoices are not timely paid, or if AGENT owes CARRIER amounts for any other reason, including, but not limited to, all amounts due for unpaid bills for cellular service or equipment provided to AGENT, its officers, employees, principals or affiliates, CARRIER reserves the right to deduct such unpaid amounts from AGENT's compensation. AGENT understands that it will be invoiced for lost, stolen and damaged Equipment which has been shipped by CARRIER or CARRIER's supplier in accordance with standard practices. C. If AGENT believes there are any discrepancies in commission payments, AGENT must submit a request for reconciliation within ninety (90) days from the date of such payment. D. If CARRIER believes that AGENT may cease doing business as an AGENT or if CARRIER determines that this Agreement may terminate for any other reason, then CARRIER may, in its sole discretion, withhold compensation otherwise due to AGENT in order to cover charge-backs or other deductions from AGENT's compensation that CARRIER may make for Subscribers who do not complete 150 days of continuous active service. CARRIER shall inform AGENT in such a case of the reasons for withholding compensation.

SCHEDULE 1 [CONFIDENTIAL TREATMENT] Payout Schedule [CONFIDENTIAL TREATMENT]

ACKNOWLEDGED AND AGREED TO BY: Areawide Cellular, LLC NAME OF AGENT
/S/ Michael Kaplan ---------------------SIGNATURE

Michael Kaplan PRINTED NAME 03/22/01 DATE

SCHEDULE 1 [CONFIDENTIAL TREATMENT] Payout Schedule [CONFIDENTIAL TREATMENT]

ACKNOWLEDGED AND AGREED TO BY: Areawide Cellular, LLC NAME OF AGENT
/S/ Michael Kaplan ---------------------SIGNATURE

Michael Kaplan PRINTED NAME 03/22/01 DATE

EXHIBIT C Fraudulent Subscribers are a major source of cellular fraud and consequent revenue losses. To prevent this and protect both CARRIER and its respective distribution channels, the following are required for qualification of commissions and/or bonuses. Verification of identity and signature from valid drivers license or state issued ID card. Make sure the signature and address are the same on the service application as on the ID. If possible, obtain a copy OF ID to be maintained with service application. Accounts must be in the name of the person signing the application and that person's credit must be used in determining qualification for service and deposit requirements. Account must be a new subscriber - a change of mobile number or ESN does not constitute a new account. Altering phones by changing the ESN (i.e. providing an extension phone) is in violation of FCC Rules and will result in not only commission chargeback but also is considered breach of contract. THE MANAGER IN YOUR AREA WILL FURNISH YOU A POLICIES AND PROCEDURES LETTER REGARDING FRAUDULENT SUBSCRIBERS, WHICH LETTER SHALL BECOME A PART OF THIS AGREEMENT. This Exhibit may be amended from time to time by CARRIER.

Exhibit 21.1 Areawide Cellular, L.L.C., a Delaware limited liability company. Areawide Cellular, L.L.C., a Wisconsin limited liability company.

ACKNOWLEDGED AND AGREED TO BY: Areawide Cellular, LLC NAME OF AGENT
/S/ Michael Kaplan ---------------------SIGNATURE

Michael Kaplan PRINTED NAME 03/22/01 DATE

EXHIBIT C Fraudulent Subscribers are a major source of cellular fraud and consequent revenue losses. To prevent this and protect both CARRIER and its respective distribution channels, the following are required for qualification of commissions and/or bonuses. Verification of identity and signature from valid drivers license or state issued ID card. Make sure the signature and address are the same on the service application as on the ID. If possible, obtain a copy OF ID to be maintained with service application. Accounts must be in the name of the person signing the application and that person's credit must be used in determining qualification for service and deposit requirements. Account must be a new subscriber - a change of mobile number or ESN does not constitute a new account. Altering phones by changing the ESN (i.e. providing an extension phone) is in violation of FCC Rules and will result in not only commission chargeback but also is considered breach of contract. THE MANAGER IN YOUR AREA WILL FURNISH YOU A POLICIES AND PROCEDURES LETTER REGARDING FRAUDULENT SUBSCRIBERS, WHICH LETTER SHALL BECOME A PART OF THIS AGREEMENT. This Exhibit may be amended from time to time by CARRIER.

Exhibit 21.1 Areawide Cellular, L.L.C., a Delaware limited liability company. Areawide Cellular, L.L.C., a Wisconsin limited liability company.

EXHIBIT C Fraudulent Subscribers are a major source of cellular fraud and consequent revenue losses. To prevent this and protect both CARRIER and its respective distribution channels, the following are required for qualification of commissions and/or bonuses. Verification of identity and signature from valid drivers license or state issued ID card. Make sure the signature and address are the same on the service application as on the ID. If possible, obtain a copy OF ID to be maintained with service application. Accounts must be in the name of the person signing the application and that person's credit must be used in determining qualification for service and deposit requirements. Account must be a new subscriber - a change of mobile number or ESN does not constitute a new account. Altering phones by changing the ESN (i.e. providing an extension phone) is in violation of FCC Rules and will result in not only commission chargeback but also is considered breach of contract. THE MANAGER IN YOUR AREA WILL FURNISH YOU A POLICIES AND PROCEDURES LETTER REGARDING FRAUDULENT SUBSCRIBERS, WHICH LETTER SHALL BECOME A PART OF THIS AGREEMENT. This Exhibit may be amended from time to time by CARRIER.

Exhibit 21.1 Areawide Cellular, L.L.C., a Delaware limited liability company. Areawide Cellular, L.L.C., a Wisconsin limited liability company.

Exhibit 21.1 Areawide Cellular, L.L.C., a Delaware limited liability company. Areawide Cellular, L.L.C., a Wisconsin limited liability company.