Sprint Trademark and Service Mark License Agreement - Sprint Communications Co. LP and Alamosa PCS LLC



                                SPRINT TRADEMARK
                                AND SERVICE MARK
                                LICENSE AGREEMENT

                                     Between

                       SPRINT COMMUNICATIONS COMPANY, L.P.

                                       and

                                ALAMOSA PCS, LLC






                                December 23, 1999







                              SPRINT TRADEMARK AND
                         SERVICE MARK LICENSE AGREEMENT

         THIS AGREEMENT is made as of the 23rd day of December, 1999, by and
between SPRINT COMMUNICATIONS COMPANY, L.P., a Delaware limited partnership, as
licensor ("Licensor ), and ALAMOSA PCS, LLC, a Delaware limited liability
company, as licensee ("Licensee"). THE DEFINITIONS FOR THIS AGREEMENT ARE SET
FORTH ON THE "SCHEDULE OF DEFINITIONS."

                                    RECITALS:

         WHEREAS, Licensor is the owner of the U.S. trademarks and service marks
"Sprint", together with related "Diamond" logo, "Sprint PCS", "Sprint Personal
Communications Services" and the goodwill of the business symbolized thereby;
and

         WHEREAS, Licensee desires to use the trademarks and service marks in
commerce;

         NOW, THEREFORE, the parties, in consideration of the mutual agreements
herein contained and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, do hereby agree as follows:

                                    ARTICLE 1
             GRANT OF TRADEMARK AND SERVICE MARK RIGHTS; EXCLUSIVITY

         Section 1.1. License.

         (a)      Grant of License. Subject to the terms and conditions hereof,
                  Licensor hereby grants to Licensee, and Licensee hereby
                  accepts from Licensor, for the term of this agreement, a
                  non-transferable, royalty-free license to use the Licensed
                  Marks solely for and in connection with the marketing,
                  promotion, advertisement, distribution, lease or sale of
                  Sprint PCS Products and Services and Premium and Promotional
                  Items in the Service Area.

         (b)      Related Equipment. The rights granted hereunder to Licensee
                  shall not include the right to manufacture equipment under the
                  Licensed Marks. However, subject to the terms and conditions
                  hereof, Licensor hereby grants to Licensee, and Licensee
                  hereby accepts from Licensor, for the term of this agreement,
                  a non-transferable, royalty-free license to market, promote,
                  advertise, distribute and resell and lease Related Equipment
                  in connection with the marketing, promotion, advertisement,
                  distribution, lease or sale by Licensee of Sprint PCS Products
                  and Services, and to furnish services relating to such Related
                  Equipment (including installation, repair and maintenance of
                  Related Equipment), under the Licensed Marks.

                                    ARTICLE 2
                         QUALITY STANDARDS, MAINTENANCE

         Section 2.1. Maintenance of Quality.

         (a)      Adherence to Quality Standards. In the course of marketing,
                  promoting, advertising, distributing, leasing and selling
                  Sprint PCS Products and Services and Premium and Promotional
                  Items under the Licensed Marks, Licensee shall maintain and
                  adhere to standards of quality and specifications that conform
                  to or exceed those quality standards and technical and
                  operational specifications adopted and/or amended in the
                  manner provided below






                  ("Quality Standards") and those imposed by Law. Such Quality
                  Standards are designed to ensure that the quality of the
                  Sprint PCS Products and Services and Premium and Promotional
                  Items marketed, promoted, advertised, distributed, leased and
                  sold under the Licensed Marks are consistent with the high
                  reputation of the Licensed Marks and are in conformity with
                  applicable Laws.

         (b)      Establishment of Quality Standards. The parties acknowledge
                  that the initial Quality Standards for the Sprint PCS Products
                  and Services and Premium and Promotional Items are attached to
                  the Affiliation Agreement as Exhibits 4.1, 4.2, 4.3, 7.2, and
                  8.1. The Quality Standards shall (i) be consistent with the
                  reputation for quality associated with the Licensed Marks and
                  (ii) be commensurate with a high level of quality (taking into
                  account Licensee's fundamental underlying technology and
                  standards), consistent with the level of quality being offered
                  in the market for products and services of the same kind as
                  the Sprint PCS Products and Services.

         (c)      Changes in Quality Standards. In the event that Licensor
                  wishes to change the Quality Standards, it will notify
                  Licensee in writing of such proposed amendments, and will
                  afford Licensee a reasonable time period in which to adopt
                  such changes as may be required in order for Licensee to
                  conform to the amended Quality Standards.

         Section 2.2. Rights of Inspection. In order to ensure that the Quality
Standards are maintained, Licensor and its authorized agents and representatives
shall have the right, but not the obligation, with prior notice to Licensee, to
enter upon the premises of any office or facility operated by or for Licensee
with respect to Sprint PCS Products and Services and Premium and Promotional
Items at all reasonable times, to inspect, monitor and test in a reasonable
manner facilities and equipment used to furnish Sprint PCS Products and Services
and Premium and Promotional Items and, with prior written notice to Licensee, to
inspect the books and records of Licensee in a manner that does not unreasonably
interfere with the business and affairs of Licensee, all as they relate to the
compliance with the Quality Standards maintained hereunder.

         Section 2.3. Marking Compliance with Trademark Laws. Licensee shall
cause the appropriate designation "(TM)" or "(sm)" or the registration symbol
"(R)" to be placed adjacent to the Licensed Marks in connection with the use
thereof and to indicate such additional information as Licensor shall reasonably
specify from time to time concerning the license rights under which Licensee
uses the Licensed Marks. Licensee shall place the following notice on all
printed or electronic materials on which the Licensed Marks appear: "SPRINT",
the "DIAMOND" logo and "Sprint PCS", "Sprint Personal Communications Services"
are trademarks and/or service marks of Sprint Communications Company, L.P.,
"used under license" or such other notice as Licensor may specify from time to
time.

         Section 2.4. Other Use Restrictions. Licensee shall not use the
Licensed Marks in any manner that would reflect adversely on the image of
quality symbolized by the Licensed Marks.



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                                    ARTICLE 3
                            CONFIDENTIAL INFORMATION

         Section 3.1. Maintenance of Confidentiality. Each of Licensor and
Licensee and their respective Controlled Related Parties (each a "Restricted
Party") shall cause their respective officers and directors (in their capacity
as such) to, and shall take all reasonable measures to cause their respective
employees, attorneys, accountants, consultants and other agents and advisors
(collectively, and together with their respective officers and directors,
"Agents") to keep secret and maintain in confidence the terms of this agreement
and all confidential and proprietary information and data of the other party or
its Related Parties disclosed to it (in each case, a "Receiving Party") in
connection with the performance of its obligations under this agreement (the
"Confidential Information") and shall not, and shall cause their respective
officers and directors not to, and shall take all reasonable measures to cause
their respective other Agents not to, disclose Confidential Information to any
Person other than the parties, their Controlled Related Parties and their
respective Agents that need to know such Confidential Information. Each party
further agrees that it shall not use the Confidential Information for any
purpose other than determining and performing its obligations and exercising its
rights under this agreement. Each party shall take all reasonable measures
necessary to prevent any unauthorized disclosure of the Confidential Information
by any of their respective Controlled Related Parties or any of their respective
Agents. The measures taken by a Restricted Party to protect Confidential
Information shall be not deemed unreasonable if the measures taken are at least
as strong as the measures taken by the disclosing party to protect such
Confidential Information.

         Section 3.2. Permitted Disclosures. Nothing herein shall prevent any
Restricted Party or its Agents from using, disclosing, or authorizing the
disclosure of Confidential Information it receives and which:

         (i)      has been published or is in the public domain, or which
                  subsequently comes into the public domain, through no fault of
                  the receiving party;

         (ii)     prior to receipt hereunder was property within the legitimate
                  possession of the Receiving Party or, subsequent to receipt
                  hereunder is lawfully received from a third party having
                  rights therein without restriction of the third party's right
                  to disseminate the Confidential Information and without notice
                  of any restriction against its further disclosure.

         (iii)    is independently developed by the Receiving Party through
                  Persons who have not had, either directly or indirectly,
                  access to or knowledge of such Confidential Information;

         (iv)     is disclosed to a third party with the written approval of the
                  party originally disclosing such information, provided that
                  such Confidential Information shall cease to be confidential
                  and proprietary information covered by this agreement only to
                  the extent of the disclosure so consented to;

         (v)      subject to the Receiving Party's compliance with Section 3.4
                  below, is required to be produced under order of a court of
                  competent jurisdiction or other similar requirements of a
                  governmental agency, provided that such Confidential
                  Information to the extent covered by a protective order or its
                  equivalent shall otherwise continue to be Confidential
                  Information required to be held confidential for purpose of
                  this agreement; or


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         (vi)     subject to the Receiving Party's compliance with Section 3.4
                  below, is required to be disclosed by applicable Law or a
                  stock exchange or association on which such Receiving Party's
                  securities (or those of its Related Party) are listed.

         Section 3.3. Financial Institutions. Notwithstanding this Article 3,
any party may provide Confidential Information to any financial institution in
connection with borrowings from such financial institution by such party or any
of its Controlled Related Parties, so long as prior to any such disclosure such
financial institution executes a confidentiality agreement that provides
protection substantially equivalent to the protection provided the parties in
this Article 3.

         Section 3.4. Procedures. In the event that any Receiving Party (i) must
disclose Confidential Information in order to comply with applicable Law or the
requirements of a stock exchange or association on which such Receiving Party's
securities or those of its Related Parties are listed or (ii) becomes legally
compelled (by oral questions, interrogatories, requests for information or
documents, subpoenas, civil investigative demand or otherwise) to disclose any
Confidential Information, the Receiving Party shall provide the disclosing party
with prompt written notice so that in the case of clause (i), the disclosing
party can work with the Receiving Party to limit the disclosure to the greatest
extent possible consistent with legal obligations or in the case of clause (ii),
the disclosing party may seek a protective order or other appropriate remedy or
waive compliance with the provisions of this agreement. In the case of a clause
(ii), (A) if the disclosing party is unable to obtain a protective order or
other appropriate remedy, or if the disclosing party so directs, the Receiving
Party shall, and shall cause its employees to, exercise all commercially
reasonable efforts to obtain a protective order or other appropriate remedy at
the disclosing party's reasonable expense, and (B) failing the entry of a
protective order or other appropriate remedy or receipt of a waiver hereunder,
the Receiving Party shall furnish only that portion of the Confidential
Information which it is advised by opinion of its counsel is legally required to
be furnished and shall exercise all commercially reasonable efforts to obtain
reliable assurance that confidential treatment shall be accorded such
Confidential Information, it being understood that such reasonable efforts shall
be at the cost and expense of the disclosing party whose Confidential
Information has been sought.

         Section 3.5. Survival. The obligations under this Article 3 shall
survive, as to any party, until two (2) years following the date of termination
of this agreement, and, as to any Controlled Related Party of a party, until two
(2) years following the earlier to occur of (A) the date that such Person is no
longer a Controlled Related Party of a party, or (B) the date of the termination
of this agreement; provided that such obligations shall continue indefinitely
with respect to any trade secret or similar information which is proprietary to
a party or its Controlled Related Parties and provides such party or its
Controlled Related Parties with an advantage over its competitors.

                                    ARTICLE 4
              REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSEE

         Section 4.1. Licensor's Ownership. Licensee acknowledges Licensor's
exclusive right, title and interest in and to the Licensed Marks and
acknowledges that nothing herein shall be construed to accord to Licensee any
rights in the Service Area in the Licensed Marks except as expressly provided,
herein. Licensee acknowledges that its use in the Service Area of the Licensed
Marks shall not create in Licensee any right, title or interest in the Service
Area in the Licensed Marks and that all use in the Service Area of the Licensed
Marks and the goodwill symbolized by and connected with such use of the Licensed
Marks will inure solely to the benefit of the Licensor.


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         Section 4.2. No Challenge by Licensee. Licensee covenants that (i)
Licensee will not at any time challenge Licensor's rights, title or interest in
the Licensed Marks (other than to assert the specific rights granted to Licensee
under this agreement), (ii) Licensee will not do or cause to be done or omit to
do anything, the doing, causing or omitting of which would contest or in any way
impair or tend to impair the rights of Licensor in the Licensed Marks, and (iii)
Licensee will not represent to any third party that Licensee has any ownership
or rights in the Service Area with respect to the Licensed Marks other than the
specific rights conferred by this agreement.

                                    ARTICLE 5
              REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR

         Section 5.1. Title to the Licensed Marks. Licensor represents and
warrants that:

         (a)      Licensor has good title to the Licensed Marks and has the
                  right to grant the licenses provided for hereunder in
                  accordance with the terms and conditions hereof, free of any
                  liabilities, charges, liens, pledges, mortgages, restrictions,
                  adverse claims, security interests, rights of others, and
                  encumbrances of any kind (collectively, "Encumbrances"), other
                  than Encumbrances which will not restrict or interfere in any
                  material respect with the exercise by Licensee of the rights
                  granted to Licensee hereunder.

         (b)      There is no claim, action, proceeding or other litigation
                  pending or, to the knowledge of Licensor, threatened with
                  respect to Licensor's ownership of the Licensed Marks or
                  which, if adversely determined, would restrict or otherwise
                  interfere in any material respect with the exercise by
                  Licensee of the rights purported to be granted to Licensee
                  hereunder.

         Except as expressly provided above in this Section 5.1, Licensor makes
no representation or warranty of any kind or nature whether express or implied
with respect to the Licensed Marks (including freedom from third party
infringement of the Licensed Marks).

         The representations and warranties provided for in this Section 5.1
shall survive the execution and delivery of this agreement.

         Section 5.2. Other Licensees. In the event Licensor grants to any third
party any licenses or rights with respect to the Licensed Marks, Licensor shall
not, in connection with the grant of any such license or rights, take any
actions, or suffer any omission that would adversely affect the existence or
validity of the Licensed Marks or conflict with the rights granted to Licensee
hereunder.

         Section 5.3. Abandonment. Licensor covenants and agrees that, during
the term of this agreement, it will not abandon the Licensed Marks.

                                    ARTICLE 6
                 REPRESENTATIONS AND WARRANTIES OF BOTH PARTIES

         Section 6.1. Representations and Warranties. Each party hereby
represents and warrants to the other party as follows:



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         (a)      Due Incorporation or Formation; Authorization of Agreement.
                  Such party is a corporation duly organized, a limited
                  liability company duly organized or a partnership duly formed,
                  validly existing and, if applicable, in good standing under
                  the laws of the jurisdiction of its incorporation or formation
                  and has the corporate, company or partnership power and
                  authority to own its property and carry on its business as
                  owned and carried on at the date hereof and as contemplated
                  hereby. Such party is duly licensed or qualified to do
                  business and, if applicable, is in good standing in each of
                  the jurisdictions in which the failure to be so licensed or
                  qualified would have a material adverse effect on its
                  financial condition or its ability to perform its obligations
                  hereunder. Such party has the corporate, company or
                  partnership power and authority to execute and deliver this
                  agreement and to perform its obligations hereunder and the
                  execution, delivery and performance of this agreement have
                  been duly authorized by all necessary corporate, company or
                  partnership action. Assuming the due execution and delivery by
                  the other party hereto. this agreement constitutes the legal,
                  valid and binding obligation of such party enforceable against
                  such party in accordance with its terms, subject as to
                  enforceability to limits imposed by bankruptcy, insolvency or
                  similar laws affecting creditors' rights generally and the 
                  availability of equitable remedies.

         (b)      No Conflict with Restrictions; No Default. Neither the
                  execution, delivery and performance of this agreement nor the
                  consummation by such party of the transactions contemplated
                  hereby (i) will conflict with, violate or result in a breach
                  of any of the terms, conditions or provisions of any law,
                  regulation, order, writ, injunction, decree, determination or
                  award of any court, any governmental department, board, agency
                  or instrumentality, domestic or foreign, or any arbitrator,
                  applicable to such party or any of its Controlled Related
                  Parties, (ii) will conflict with, violate, result in a breach
                  of or constitute a default under any of the terms, conditions
                  or provisions of the articles of incorporation, articles of
                  organization or certificate of formation, bylaws, operating
                  agreement or limited liability company agreement, or
                  partnership agreement of such party or any of its Controlled
                  Related Parties or of any material agreement or instrument to
                  which such party or any of its Controlled Related Parties is a
                  party or by which such party or any of its Controlled Related
                  Parties is or may be bound or to which any of its material
                  properties or assets is subject (other than any such conflict,
                  violation, breach or default that has been validly and
                  unconditionally waived), (iii) will conflict with, violate,
                  result in a breach of, constitute a default under (whether
                  with notice or lapse of time or both), accelerate or permit
                  the acceleration of the performance required by, give to
                  others any material interests or rights or require any
                  consent, authorization or approval under any indenture,
                  mortgage, lease agreement or instrument to which such party or
                  any of its Controlled Related Parties is a party or by which
                  such party or any of its Controlled Related Parties is or may
                  be bound, or (iv) will result in the creation or imposition of
                  any lien upon any of the material properties or assets of such
                  party or any of its Controlled Related Parties, which in any
                  such case could reasonably be expected to materially impair
                  such party's ability to perform its obligations under this
                  agreement or to have a material adverse effect on the
                  consolidated financial condition of each party or its Parent.

         (c)      Governmental Authorizations. Any registration, declaration or
                  filing with, or consent, approval, license, permit or other
                  authorization or order by, any governmental or regulatory
                  authority, domestic or foreign, that is required to be
                  obtained by such party in connection with the valid execution,
                  delivery, acceptance and performance by such party under this
                  agreement


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                  or the consummation by such party of any transaction
                  contemplated hereby has been completed, made or obtained, as
                  the case may be.

         (d)      Litigation. There are no actions, suits, proceedings or
                  investigations pending or, to the knowledge of such party,
                  threatened against or affecting such party or any of its
                  Controlled Related Parties or any of their properties, assets
                  or businesses in any court or before or by any governmental
                  department, board, agency or instrumentality, domestic or
                  foreign, or any arbitrator which could, if adversely
                  determined (or, in the case of an investigation could lead to
                  any action, suit or proceeding, which if adversely determined
                  could), reasonably be expected to materially impair such
                  party's ability to perform its obligations under this
                  agreement or to have a material adverse effect on the
                  consolidated financial condition of such party or its parent;
                  and such party or any of its Controlled Related Parties has
                  not received any currently effective notice of any default,
                  and such party or any of its Controlled Related Parties is not
                  in default, under any applicable order, writ, injunction,
                  decree, permit, determination or award of any court, any
                  governmental department, board, agency or instrumentality,
                  domestic or foreign, or any arbitrator, which default could
                  reasonably be expected to materially impair such party's
                  ability to perform its obligations under this agreement or to
                  have a material adverse effect on the consolidated financial
                  condition of such party or its Parent.

         Section 6.2. Survival. The representations and warranties provided for
under this Article 6 will survive the execution and delivery of this agreement.

                                   ARTICLE 7
                       PROSECUTION OF INFRINGEMENT CLAIMS

         Section 7.1. Notice and Prosecution of Infringement. Licensee agrees to
notify Licensor promptly, in writing, of any alleged, actual or threatened
infringement of any of the Licensed Marks within the Service Area of which
Licensee becomes aware. Licensor has the sole right to determine whether or not
to take any action on such infringements. Licensor has the sole right to employ
counsel of its choosing and to direct any litigation and settlement of
infringement actions. Any recoveries, damages and costs recovered through such
proceedings shall belong exclusively to Licensor, and Licensor shall be solely
responsible for all costs and expenses (including attorney fees) of prosecuting
such actions. Licensee agrees to provide Licensor with all reasonably requested
assistance in connection with such proceedings.

                                    ARTICLE 8
                LICENSEE DEFENSE AND INDEMNIFICATION OF LICENSOR

         Section 8.1. Indemnification. (a) Each party hereby agrees to indemnify
the other party against and agrees to hold it harmless from any Loss incurred or
suffered by such other party, arising out of or in connection with:

         (i)      the material breach of any representation or warranty made by
                  such party in this agreement; and

         (ii)     the material breach of any covenant or agreement by such party
                  contained in this agreement.


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         (b)      In addition to the indemnification provided for in Section
                  8.1(a), Licensee agrees to indemnify Licensor against and hold
                  it harmless from any Loss suffered or incurred by Licensor or
                  its Controlled Related Parties by reason of a third party
                  claim arising out of or relating to (i) the use of the
                  Licensed Marks by Licensee; or (ii) the marketing, promotion,
                  advertisement, distribution, lease or sale by Licensee ( or
                  any permitted sublicensee) or by any additional Licensee (or
                  any permitted sublicensee) of any Sprint PCS Products and
                  Services, Related Equipment or Premium and Promotional Items
                  under the Licensed Marks pursuant to this agreement, including
                  unfair or fraudulent advertising claims, warranty claims and
                  product defect or liability claims, pertaining to the Sprint
                  PCS Products and Services, Related Equipment or Premium and
                  Promotional Items. Notwithstanding the foregoing, Licensee
                  will not be required under this paragraph (b) to indemnify any
                  Loss arising solely out of Licensee's use of the Licensed
                  Marks in compliance with the terms of the Trademark and
                  Service Mark Usage Guidelines; provided that Licensor shall
                  have no obligation to indemnify for third-party claims alleged
                  to arise from the specifics of uses of third party trademarks
                  or service marks, or the specifics of claims made, in
                  marketing materials prepared by or for Licensee, which
                  marketing materials have not been approved by Licensor prior
                  to the publication out of which such claims are alleged to
                  have arisen.

                                    ARTICLE 9
                               OBLIGATIONS/SETOFF

         Section 9.1. Obligations/Setoff. The obligations of the parties as set
forth in this agreement shall be unconditional and irrevocable, and shall not be
subject to any defense or be released, discharged or otherwise affected by any
matter, including impossibility, illegality, impracticality, frustration of
purpose, force majeure, act of government, the bankruptcy or insolvency of any
party hereto, and the obligations of each party shall not be subject to any
right of setoff or recoupment which such party may not or hereafter have against
the other party.

                                   ARTICLE 10
                       LIMITATION ON USE OF LICENSED MARKS

         Section 10.1. Restrictions on Use. Licensee is not permitted to make
any use of the Licensed Marks in connection with products or services other than
the Sprint PCS Products and Services, and as specifically authorized in Sections
1.1(b) above with respect to Related Equipment and Premium and Promotional
Items, nor to make any use of the Licensed Marks directed outside of the Service
Area.

         Section 10.2. Adherence to Trademark and Service Mark Usage Guidelines.
Licensee agrees to comply with and adhere to Trademark and Service Mark Usage
Guidelines for the depiction or presentation of the Licensed Marks, as furnished
by Licensor. Prior to Licensee depicting or presenting any of the Licensed Marks
on any type of marketing, advertising or promotional materials, Licensee agrees
to submit samples of such materials to Licensor for approval. Licensor shall
have fourteen (14) days from the date Licensor receives such materials to
approve or object to any such materials submitted to Licensor for review. In the
event Licensor does not object to such materials within such fourteen (14) day
period, such materials shall be deemed approved by Licensor. Thereafter,
Licensee shall not be obligated to submit to Licensor materials prepared in
accordance with the samples previously approved by Licensor and the Trademark
and Service Mark Usage Guidelines; provided, however, Licensee shall, at the
reasonable request of Licensor, continue to furnish


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samples of such marketing, advertising and promotional materials to Licensor
from time to time during the term hereof at the request of Licensor.

         Section 10.3. Use of Similar Trademarks and Service Marks. Licensee
agrees not to use (a) any trademark or service mark which is confusingly similar
to, or a colorable imitation of, the Licensed Marks or any part thereof, or (b)
any work, symbol, character, or set of words, symbols, or characters, which in
any language would be identified as the equivalent of the Licensed Marks or that
are otherwise confusingly similar to, or a colorable imitation of, the Licensed
Marks, whether during the term of this agreement or at any time following
termination of this agreement. Licensee shall not knowingly engage in any
conduct which may place the Sprint PCS Products and Services, the Licensed Marks
or Licensor in a negative light or context.

         Section 10.4. Services of Public Figures. Licensee agrees to obtain
Licensor's prior written approval (which approval will not be unreasonably
withheld) before engaging the services of any celebrity or publicly known
individual for endorsement of any Sprint PCS Products and Services or Premium
and Promotional Items.

                                   ARTICLE 11
                             CONTROL OF BRAND IMAGE

         Section 11.1. Exclusive Use of Licensed Marks. The Sprint PCS Products
and Services shall be marketed by Licensee solely under the Licensed Marks.

         Section 11.2. Consistency With Brand Image and Principles. Licensee
shall use the Licensed Marks in a manner that is consistent with the brand image
and principles established by Licensor, and mechanics to ensure consistency will
be included in the Marketing Communications Guidelines.

         Section 11.3. Management of Brand Image. Licensor shall be responsible
for the overall management of the brand image for the Licensed Marks. All
advertising, marketing and promotional materials using the Licensed Marks
prepared by Licensee shall, in addition to the provisions set forth in Section
11.2 above, comply with the Marketing Communications Guidelines to be furnished
by Licensor to Licensee as such Marketing, Communications Guidelines may be
amended and updated by Licensor from time to time. Such Marketing Communications
Guidelines shall establish reasonable principles to be followed in the
development of advertising, marketing and promotional campaigns in order to
ensure a consistent and coherent brand image. All advertising, marketing and
promotional campaigns conducted by Licensee shall be conducted in a manner
consistent with the Marketing Communications Guidelines.

         Section 11.4. Advertising Agencies; Promotions. Licensee may select its
own advertising agencies for development of its advertising and promotional
campaigns; provided, however, that all media buys shall be coordinated by
Licensee with the buying agency of Licensor. Licensee and Licensor shall conduct
ongoing reviews of upcoming advertising, marketing and promotional campaigns of
each party and shall use good faith efforts to coordinate their respective
campaigns in a manner that will maximize the advertising, marketing and
promotional efforts of the parties and be consistent with the Marketing
Communications Guidelines. Licensee shall not initiate any products or
promotions under names which are confusingly similar to any names of national
product offerings or promotions by Licensor. Neither Licensor nor any of its
Controlled Related Parties shall initiate any products or promotions under names
which are confusingly similar to any names of national product offerings or
promotions by Licensee. In addition, Licensor will use its commercially
reasonable efforts to ensure that no third party licensee under the Licensed
Marks initiates any products or


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promotions in the Service Area under names which are confusingly similar to and,
names of national product offerings or promotions by Licensee.

         Section 11.5. Ownership of Advertising Materials. All agreements
entered into by Licensee with advertising agencies shall provide that Licensor
shall own all advertising materials (including concepts, themes, characters and
the like) created or developed thereunder. Subject to the terms and conditions
set forth herein, Licensee shall receive a perpetual, non-exclusive,
royalty-free license to use such materials in connection with advertising and
promotional materials developed by Licensee; provided, however, that the rights
granted under such perpetual license shall be limited solely to the use of such
materials and shall not extend the term of the license with respect to the
Licensed Marks provided for hereunder.

                                   ARTICLE 12
                             RELATIONSHIP OF PARTIES

         Section 12.1. Relationship of Parties. It is the express intention of
the parties that Licensee is and shall be an independent contractor and no
partnership shall exist between Licensee and Licensor pursuant hereto. This
agreement shall not be construed to make Licensee the agent or legal
representative of Licensor for any purpose whatsoever (except as expressly
provided in Articles 7 and 8), and Licensee is not granted any right or
authority to assume or create any obligations for, on behalf of, or in the name
of Licensor (except as expressly provided in Articles 7 and 8). Licensee agrees,
and shall require its permitted sublicensees to agree, not to incur or contract
any debt or obligation on behalf of Licensor, or commit any act, make any
representation, or advertise in any manner that may adversely affect any right
of Licensor in or with respect to the Licensed Marks or be detrimental to
Licensor's image.

                                   ARTICLE 13
                    TERM; TERMINATION; EFFECTS OF TERMINATION

         Section 13.1. Term. This agreement commences on the date of execution
and continues until the Affiliation Agreement terminates, unless earlier
terminated in accordance with the terms set forth in this Article 13. This
agreement automatically terminates upon termination of the Affiliation
Agreement.

         Section 13.2. Events of Termination. If any of the following events
shall occur with respect to Licensee, each such occurrence shall be deemed an
"Event of Termination":

         (a)      Bankruptcy. The occurrence of a "Bankruptcy" with respect to
                  Licensee.

         (b)      Breach of Agreements. Licensee fails to perform in accordance
                  with any of the material terms and conditions contained herein
                  in any material respect.

         (c)      Material Misrepresentation. Licensee breaches any material
                  representation or warranty of Licensee made in Section 4.2 or
                  Article 6 in any material respect.

         (d)      Termination of Affiliation Agreement. The termination of the
                  Affiliation Agreement, for whatever reason.

         Section 13.3. Licensor's Right to Terminate Upon Event of Termination.
Licensor may, at its option, without prejudice to any other remedies it may
have, terminate this agreement by giving written notice


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of such termination to Licensee as follows: (a) immediately, upon the occurrence
of any Event of Termination pursuant to Section 13.2(a) with respect to
Licensee; or (b) after the expiration of thirty (30) days from Licensee's
receipt of written notice from Licensor of the occurrence of any Event of
Termination pursuant to Sections 13.2(b) or 13.2(c), if such failure to perform
or breach is then still uncured; or (c) immediately upon the repeated or
continuing occurrence of Events of Termination pursuant to Section 13.2(b)
(regardless of whether such continuing failures to perform or breaches have been
cured by Licensee in accordance with the provisions of clause (b) or this
Section 13.3); or (d) immediately upon the occurrence of a termination pursuant
to Section 13.2(d).

         Section 13.4. Licensee's Right to Terminate. Licensee may, at its
option, without prejudice to any other remedies it may have, terminate this
agreement by giving written notice of such termination to Licensor as follows:
(a) immediately, in the event that Licensor abandons the Licensed Marks or
otherwise ceases to support the Licensed Marks in Licensor's business; or (b)
immediately in the event of the occurrence of a Bankruptcy with respect to
Licensor; or (c) immediately in the event of an occurrence of termination
pursuant to Section 13.2(d).

         Section 13.5. Effects of Termination. Upon the termination of this
agreement for any reason, all rights of Licensee in and to the Licensed Marks in
the Service Area shall cease within thirty (30) days following the date on which
this agreement terminates (except in the case of a termination resulting from an
Event of Termination described in Section 13.2(b), (c) or (d), in which case
such rights to use the Licensed Marks will terminate immediately upon the date
of termination); provided, however, that Licensee may thereafter sell, transfer
or otherwise dispose of any Related Equipment and Premium and Promotional Items
that are then in Licensee's inventory (or which Licensee has purchased or is
then legally obligated to purchase) for an additional reasonable period not to
exceed three (3) months. Licensee's right of disposal under this Section 13.5
shall not prohibit Licensor from granting to third parties during the disposal
period licenses and other rights with respect to the Licensed Marks. The
provisions of Articles 3 , 4, 5, 6 and 8 will survive any termination of this
agreement.

                                   ARTICLE 14
                            ASSIGNMENT; SUBLICENSING

         Section 14.1. Licensee Right to Assign. Licensee, without the prior
written consent of Licensor (in its sole discretion), shall have no right to
assign any of its rights or obligations hereunder.

         Section 14.2. Licensor Right to Assign the Licensed Marks. Nothing
herein shall be construed to limit the right of the Licensor to transfer or
assign its interests in the Licensed Marks, subject to the agreement of the
assignee to be bound by the terms and conditions of this agreement.

         Section 14.3. Licenses to Additional Licensees; Sublicenses; Licenses
to Additional Licensees. Licensee shall not sublicense (or attempt to
sublicense) any of its rights hereunder without the prior written consent of
Licensor, in the sole discretion of Licensor.

                                   ARTICLE 15
                                  MISCELLANEOUS

         Section 15.1. Notices. Any notice, payment, demand, or communication
required or permitted to be given by any provision of this agreement shall be in
writing and mailed (certified or registered mail, postage


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prepaid, return receipt requested) or sent by hand or overnight courier, or by
facsimile (with acknowledgment received), charges prepaid and addressed as
described on the Notice Address Schedule attached to the Master Signature Page,
or to such other address or number as such party may from time to time specify
by written notice to the other party. All notices and other communications given
to a party in accordance with the provisions of this agreement shall be deemed
to have been given and received (i) four (4) Business Days after the same are
sent by certified or registered mail, postage prepaid, return receipt requested,
(ii) when delivered by hand or transmitted by facsimile (with acknowledgment
received and, in the case of a facsimile only, a copy of such notice is sent no
later than the next Business Day by a reliable overnight courier service, with
acknowledgment of receipt) or (iii) one (1) Business Day after the same are sent
by a reliable overnight courier service, with acknowledgment of receipt.

         Section 15.2. Binding Effect. Except as otherwise provided in this
agreement, this agreement shall be binding upon and inure to the benefit of the
parties and their respective successors, transferees, and assigns.

         Section 15.3. Construction. This agreement shall be construed simply
according to its fair meaning and not strictly for or against any party.

         Section 15.4. Time. Time is of the essence with respect to this
agreement.

         Section 15.5. Table of Contents; Headings. The table of contents and
section and other headings contained in this agreement are for reference
purposes only and are not intended to describe, interpret, define or limit the
scope, extent or intent of this agreement.

         Section 15.6. Severability. Every provision of this agreement is
intended to be severable. If any term or provision hereof is illegal, invalid or
unenforceable for any reason whatsoever, that term or provision will be enforced
to the maximum extent permissible so as to effect the intent of the parties, and
such illegality, invalidity or unenforceability shall not affect the validity or
legality of the remainder of this agreement. If necessary to effect the intent
of the parties, the parties will negotiate in good faith to amend this agreement
to replace the unenforceable language with enforceable language which as closely
as possible reflects such intent.

         Section 15.7. Further Action. Each party, upon the reasonable request
of the other party, agrees to perform all further acts and execute, acknowledge,
and deliver any documents which may be reasonably necessary, appropriate, or
desirable to carry out the intent and purposes of this agreement.

         Section 15.8. Governing Law. The internal laws of the State of Missouri
(without regard to principles of conflict of law) shall govern the validity of
this agreement, the construction of its terms, and the interpretation of the
rights and duties of the parties.

         Section 15.9. Specific Performance. Each party agrees with the other
party that the other party would be irreparably damaged if any of the provisions
of this agreement are not performed in accordance with their specific terms and
that monetary damages would not provide an adequate remedy in such event.
Accordingly, in addition to any other remedy to which the nonbreaching party may
be entitled, at law or in equity, the nonbreaching party shall be entitled to
injunctive relief to prevent breaches of this agreement and specifically to
enforce the terms and provisions hereof.


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         Section 15.10. Entire Agreement. The provisions of this agreement set
forth the entire agreement and understanding between the parties as to the
subject matter hereof and supersede all prior agreements, oral or written, and
other communications between the parties relating to the subject matter hereof

         Section 15.11. Limitation on Rights of Others. Nothing in this
agreement, whether express or implied, shall be construed to give any party
other than the parties any legal or equitable right, remedy or claim under or in
respect of this agreement.

         Section 15.12. Waivers; Remedies. The observance of any term of this
agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively) by the party or parties entitled to enforce such
term, but any such waiver shall be effective only if in writing signed by the
party or parties against which such waiver is to be asserted. Except as
otherwise provided herein, no failure or delay of any party in exercising any
power or right under this agreement shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such right or power, preclude any other
further exercise thereof or the exercise of any other right or power.

         Section 15.13. Jurisdiction; Consent to Service of Process.

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

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

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

         Section 15.14. Waiver of Jury Trial. Each party waives, to the fullest
extent permitted by applicable law, any right it may have to a trial by jury in
respect of any action, suit or proceeding arising out of or relating to this
agreement.


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         Section 15.15. Consents. Whenever this agreement requires or permits
consent by or on behalf of a party, such consent shall be given in writing in a
manner consistent with the requirements for a waiver of compliance as set forth
in Section 15.13, with appropriate notice in accordance with Section 15.1 of
this agreement.

         Section 15.16. Master Signature Page. Each party agrees that it will
execute the Master Signature Page that evidences such party's agreement to
execute, become a party to and be bound by this agreement, which document is
incorporated herein by this reference.




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