TELECORP PCS INC /VA/
MANAGEMENT AGREEMENT DATED NOVEMBER 13, 2000
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>MANAGEMENT AGREEMENT DATED NOVEMBER 13, 2000
<TEXT>

<PAGE>

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                                                                   Exhibit 10.17

                              MANAGEMENT AGREEMENT

                                     between

                        TELECORP MANAGEMENT CORP., INC.

                                       and

                               TELECORP PCS, INC.

                          Dated as of November 13, 2000

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<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

SECTION 1.    ENGAGEMENT.....................................................2

SECTION 2.    MANAGEMENT STANDARDS...........................................2

SECTION 3.    SERVICES TO BE PROVIDED........................................2

        (a)   Scope of Services..............................................2
        (b)   Accounts.......................................................4
        (c)   Senior Executives of Manager...................................4
        (d)   Restrictions on Manager's Authority............................4

SECTION 4.    COMPENSATION...................................................6

        (a)   Reimbursement..................................................6
        (b)   Management Fees................................................6
        (c)   Disputes, etc..................................................7
        (d)   Directors and Officers Liability Insurance.....................7
        (e)   Benefits.......................................................7

SECTION 5.    TERM AND TERMINATION...........................................7

        (a)   Term...........................................................7
        (b)   Termination....................................................7
        (c)   Benefits Payable Upon Termination..............................8
        (d)   Remedies.......................................................9
        (e)   Continuing Obligations.........................................9
        (f)   Transition Arrangements.......................................10
        (g)   Return of Information.........................................11

SECTION 6.    NONCOMPETITION AND CONFIDENTIALITY............................11

        (a)   Noncompetition................................................11
        (b)   Confidentiality...............................................11
        (c)   Company Property..............................................12
        (d)   Non-Solicitation of Employees.................................12
        (e)   Injunctive Relief with Respect to Covenants...................12

SECTION 7.    VESTING AND REPURCHASE OF RESTRICTED SHARES, ETC.; COMPANY
              LOAN .........................................................13

        (a)   General.......................................................13
        (b)   Repurchase of Shares Upon Termination.........................13
        (c)   Closing of Repurchase; Assignment of Repurchase Right.........13
        (d)   Escrow of Shares..............................................13


                                       -i-
<PAGE>

        (e)   Legends.......................................................14

SECTION 8.    LIMITATIONS OF LIABILITY......................................14

        (a)   Force Majeure.................................................14
        (b)   Exculpation of Manager........................................15
        (c)   No Consequential or Special Damages...........................15
        (d)   Vento and Sullivan............................................15

SECTION 9.    BOOKS AND RECORDS.............................................15

SECTION 10.   DISPUTE RESOLUTION............................................15

        (a)   Dispute Resolution............................................15
        (b)   Mediation.....................................................16
        (c)   Arbitration...................................................16
        (d)   Confidentiality...............................................17
        (e)   Fees and Expenses.............................................17

SECTION 11.   INSPECTION RIGHTS; DELIVERY OF INFORMATION....................17

        (a)   Company's Right to Inspect....................................17
        (b)   Notice of Certain Events......................................17
        (c)   Other Information.............................................18

SECTION 12.   REPRESENTATIONS AND WARRANTIES................................18

        (a)   Organization and Standing of Parties..........................18
        (b)   Execution, Delivery, Performance and Binding Effect...........18
        (c)   Consents......................................................18
        (d)   Litigation; Claims............................................18
        (e)   Court Orders, Decrees, Judgments, Etc.........................19

SECTION 13.   INDEMNIFICATION; EXPENSES.....................................19

        (a)   Indemnification...............................................19
        (b)   Advancement of Expenses.......................................19

SECTION 14.   MISCELLANEOUS.................................................19

        (a)   Counterparts..................................................19
        (b)   Construction..................................................19
        (c)   Benefit; Assignment...........................................19
        (d)   Complete Agreement............................................20
        (e)   Amendment.....................................................20
        (f)   Governing Law.................................................20
        (g)   Severability..................................................20
        (h)   Further Assurances............................................20
        (i)   Waiver........................................................20
        (j)   Notices.......................................................20


                                      -ii-
<PAGE>

SCHEDULE A.................................................................A-1

SCHEDULE I.................................................................I-1

SCHEDULE II...............................................................II-1


                                     -iii-
<PAGE>

                              MANAGEMENT AGREEMENT

            MANAGEMENT AGREEMENT ("Agreement") dated as of November 13, 2000
(the "Effective Date") and effective as of that same date, by and between
TELECORP MANAGEMENT CORP., INC., a Delaware corporation ("Manager"), and
TELECORP PCS, INC., a Delaware corporation (the "Company"). Capitalized terms
used but not defined in this Agreement shall have the meanings given to such
terms in the Stockholders Agreement of the Company, dated as of the date hereof
(the "Stockholders Agreement").

                                   WITNESSETH:

            WHEREAS, Manager and TeleCorp Wireless, Inc. (f/k/a TeleCorp PCS,
Inc.) ("Virginia") entered into that certain management agreement dated as of
July 17, 1998 (the "Original Agreement");

            WHEREAS, pursuant to that certain Agreement and Plan of
Reorganization and Contribution by and among Virginia, Tritel, Inc.
("Mississippi"), and AT&T Wireless Services, Inc. ("Washington") dated as of
February 28, 2000 (the "Merger Agreement"), Virginia as of the date hereof
became a subsidiary of the Company;

            WHEREAS, as of the date hereof, Manager and Virginia entered into a
Termination Agreement whereby the Original Agreement was terminated subject to
the execution and delivery of this Agreement;

            WHEREAS, Manager and the Company desire to replace the Original
Agreement with this Agreement;

            WHEREAS, the operation of the Business, including, without
limitation, the determination of policy, the preparation and filing of any and
all applications and other filings with the FCC, the hiring, supervision and
dismissal of personnel, day-to-day system operations, and the payment of
financial obligations and operating expenses, shall be controlled by the
Company, and Manager shall assist the Company in connection therewith and any
action undertaken by Manager shall be under the Company's continuing oversight,
review, control and approval, and the Company shall retain unfettered control
of, access to and use of the Business, including its facilities and equipment
and shall be entitled to receive all profits from the operation of the Business;

            WHEREAS, Manager is willing to provide management services for the
Company and its Subsidiaries on the terms and subject to the conditions
contained in this Agreement;

            WHEREAS, the parties intend this Agreement to specify the terms upon
which Manager will perform services to the Company hereunder;

            WHEREAS, Gerald T. Vento ("Vento") and Thomas H. Sullivan
("Sullivan") are the owners of all of the ownership interests in Manager and
pursuant to the Merger Agreement,
<PAGE>

are the beneficial and record owners of certain shares of Common Stock and
Preferred Stock of the Company set forth on Schedules I and II attached hereto
and subject to repurchase as described herein (the "Shares");

            WHEREAS, in order to induce the Company to enter into this Agreement
with Manager, Vento and Sullivan have agreed to grant to the Company the
repurchase rights with respect to certain of the Shares as set forth in this
Agreement;

            NOW, THEREFORE, for and in consideration of the premises, the
covenants and agreements set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are acknowledged by the
execution and delivery hereof, the parties, intending to be legally bound, agree
as follows:

      Section 1. Engagement. The Company hereby engages Manager to oversee,
manage and supervise the Company and the development and operation of the
Business, and Manager hereby accepts such engagement, subject to and upon the
terms and conditions hereof.

      Section 2. Management Standards. Manager shall discharge its duties
hereunder in compliance with the Stockholders Agreement, the Network Membership
License Agreement, the Resale Agreement and the Roaming Agreement (collectively,
as the same have been or may be amended from time to time, the "Operating
Agreements") and all applicable Law. In performing its obligations hereunder,
Manager shall act in a manner that it reasonably believes to be in or not
opposed to the best interests of the Company consistent with the standards set
forth herein. Nothing in this Agreement shall be construed as constituting
Manager an agent of the Company beyond the extent expressly provided in, and as
limited by, this Agreement.

      Section 3. Services to be Provided.

      (a) Scope of Services. Subject to the Company's oversight, review and
ultimate control and approval and the limitations of Section 3(d) below, Manager
shall be responsible for the design, construction and operation of the Company
and the Business in accordance with the Operating Agreements, which shall be
carried out by the Company's employees under the supervision and control of
Manager's senior management. To this end Manager shall provide generally, on the
terms and subject to the conditions set forth herein and in a manner consistent
with the standards set forth herein and in the Operating Agreements, supervisory
services with respect to (I) all administrative, accounting, billing, credit,
collection, insurance, purchasing, clerical and such other general services as
may be necessary to the administration of the Business, (II) operational,
engineering, maintenance, construction, repair and such other technical services
as may be necessary to the construction and operation of the Business, and (III)
marketing, sales, advertising and such other promotional services as may be
necessary to the marketing of the Business. The services for which Manager shall
be responsible, subject in each case to the Operating Agreements, the Company's
oversight, review and ultimate control and approval and to the limitations of
Section 3(d) below, shall include but shall not be limited to the following:

            (i) the marketing of Company Communications Services to be offered
      and provided by the Company;


                                       2
<PAGE>

            (ii) the management, tax compliance, accounting and financial
      reporting for the Company including, but not limited to, the preparation
      and presentation of reports and reviews of the business, financial results
      and condition, regulatory status, competitive position and strategic
      prospects of the Company as requested by the Board of Directors;

            (iii) the regulatory processing for the Company, including without
      limitation the preparation and filing of all appropriate regulatory
      filings, certificates, tariffs and reports that are required by, and
      participation in any hearings or other proceedings before, local, state
      and federal governmental regulatory bodies;

            (iv) the engineering, design, planning, construction and
      installation, maintenance and repair (both emergency and routine) and
      operation of, and equipment purchases for, the Company;

            (v) assisting the Company in the development and preparation of
      budgets, including, without limitation, preparing and presenting, not
      later than 90 days before the beginning of each fiscal year, a proposed
      draft of an annual operating budget for the Company's review, evaluation
      and approval setting forth in reasonable detail the anticipated capital
      expenditures and other projected costs and expenses of constructing and
      operating the Business during the period covered by the budget, as well as
      projected revenues for that period, and generally describing all contracts
      and commitments which Manager expects to enter into on behalf of the
      Company during the period covered thereby;

            (vi) services relating to sales of the products and services offered
      by the Company, including without limitation processing orders for
      service, customer support, billing for services provided by the Company
      and collection of receivables for the Company;

            (vii) management information services for the Company;

            (viii) monitoring and controlling the Business and its PCS and
      Cellular Systems;

            (ix) negotiating contracts, issuing purchase orders and otherwise
      entering into agreements on behalf of the Company for the purchase, lease,
      license or use of such properties, services and rights as may be necessary
      or desirable in the judgment of Manager for the operation of the Company;

            (x) supervising, recruiting and training all necessary personnel to
      be employed by the Company, and determining salaries, wages and benefits
      for the Company's employees;

            (xi) administering the Company's employee benefit programs and the
      Company's programs for compliance with applicable laws governing the
      administration and operation of such plans and programs;


                                       3
<PAGE>

            (xii) administering the Company's risk management programs,
      including negotiating the terms of property and casualty insurance and
      preparing a comprehensive disaster recovery program; and

            (xiii) in furtherance of the foregoing, making or committing to make
      expenditures (including capital expenditures) on behalf of the Company.

      (b) Accounts. Subject to the foregoing, the Company shall be responsible
for payment of all costs and expenses necessary to fund the ongoing business and
operations of the Business and for the provision of all services of Manager
hereunder, which shall include, but not be limited to, expenses arising under
Article 3, payments to independent contractors, payments to vendors and
suppliers of the Business, and interest payments to creditors who have financed
the construction or operation of the Business. To the extent provided herein,
Manager shall make such payments on the Company's behalf from one or more
accounts maintained in the name of the Company at one or more banks acceptable
to the Board of Directors, into which all Company revenues shall be deposited
(the "Accounts"). All funds of the Company shall be promptly deposited in such
bank accounts. All disbursements made by the Company as permitted under this
Agreement shall be made by checks drawn on the Accounts, and all funds on
deposit in the Accounts shall at all times be the property of the Company.
Manager will have the right and authority to make deposits to and disbursements
and withdrawals from the Accounts as required in connection with the performance
of its services hereunder, provided that all signatories on the Accounts shall
be subject to the approval of the Board of Directors.

      (c) Senior Executives of Manager. During the term of this Agreement,
Manager shall cause the services of Vento and Sullivan to be provided to the
Company in connection with Manager's performance of its obligations hereunder.
Such individuals shall devote their entire business time and attention to the
services required to be provided by Manager pursuant to this Agreement. Except
for certain employee benefits provided to officers of the Company, they shall
receive all compensation and other benefits for such services directly from
Manager. In addition, Vento shall serve as Chairman, Chief Executive Officer and
President of the Company and Sullivan shall serve as the Chief Financial
Officer, Executive Vice President/General Counsel, Treasurer and Secretary of
the Company. In the event that either of such individuals shall cease for any
reason to be employed by Manager, Manager shall immediately notify the Company.
Subject to the Company's rights under Section 5(b)(ii)(C), any individual hired
by Manager to replace either of such individuals shall be acceptable to the
Board of Directors (excluding Vento and Sullivan) in its sole discretion.
Nothing contained herein shall preclude (i) Vento or Sullivan from devoting
reasonable periods of time to the management (including serving on the board of
directors) of any of their existing businesses, any business which has not
commenced operations, or any business at the request of the Company, (ii) Vento
or Sullivan serving on a board of directors of a charitable organization; or
(iii) Vento or Sullivan serving on other boards of directors or advisory groups
(in each case, with the consent of the Board of Directors excluding Vento and
Sullivan), in each such case, so long as such activities do not interfere with
the performance of Vento's or Sullivan's duties hereunder.

      (d) Restrictions on Manager's Authority. Any provision to the contrary in
this Agreement notwithstanding, unless such action is within (or on terms more
favorable to the Company than) parameters set forth in a budget or business plan
approved by the Board of


                                       4
<PAGE>

Directors, Manager shall not do, or cause or permit to be done, any of the
following for or on behalf of the Company without the prior written consent of
the Board of Directors (excluding Vento and Sullivan):

            (i) settle any claim or litigation by or against the Company if the
      settlement involves a payment of $100,000 or more, or any regulatory
      proceedings involving the Company, unless such action is consistent with
      the Company's regulatory strategy as set forth in a budget approved by the
      Board of Directors;

            (ii) lend money or guarantee debts of others on behalf of the
      Company, or assign, transfer, or pledge any debts due the Company, or
      release or discharge any debt due or compromise any claim of the Company,
      other than trade credit and advances to employees in the ordinary course
      of business;

            (iii) invest in or otherwise acquire any debt or equity securities
      of any other Person, enter into any binding agreement for the acquisition
      of any interest in any business entity or other Person (whether by
      purchase of assets, purchase of stock or other securities, merger, loan or
      otherwise), or enter into any joint venture or partnership with any other
      Person;

            (iv) take any tax reporting position or make any related election on
      behalf of the Company which is inconsistent with the directions given by
      the Board of Directors;

            (v) formally assert a strategic position with respect to a material
      matter before the Federal Communications Commission or any Governmental
      Authority on behalf of the Company with respect to any such matter;

            (vi) knowingly take or fail to take any action that violates (A) any
      Law relating to the Business, (B) any agreement, arrangement or
      understanding to which the Company is a party, including an Operating
      Agreement, (C) any License or other governmental authorization granted to
      the Company in connection with its ownership and operation of the
      Business, or (D) any judicial or administrative order or decree to which
      the Company is subject, in each case unless such violation would not be
      reasonably expected (so far as can be foreseen at the time) to have a
      material adverse effect on the Company or the Business;

            (vii) sell, assign, transfer, or otherwise dispose of, or
      hypothecate or grant a Lien on any assets belonging to the Company (other
      than the disposal of assets or equipment in the ordinary course of
      business);

            (viii) take any action amending or agreeing to amend any License
      granted to the Company in connection with its ownership and operation of
      the Business;

            (ix) borrow money on behalf of the Company or negotiate or enter
      into other forms of financing for the Business, including any capital
      lease;

            (x) commingle any funds of the Company with funds of any other
      entity or Person;


                                       5
<PAGE>

            (xi) hire or fire the independent certified public accountants of
      the Company;

            (xii) pay to any employee or agent of, or consultant or advisor to,
      the Company, compensation in any form in excess of $100,000 in any fiscal
      year,

            (xiii) establish any reserves; or

            (xiv) enter into any contract, agreement or other commitment or
      issue any purchase order, which contract or other agreement or purchase
      order (i) is not in the ordinary course of business, (ii) obligates the
      Company to make payments of $100,000 or more or (iii) will create a
      material variance (greater than 15%) relative to (x) in the case of a
      capital expenditure, the total budget for capital expenditures contained
      in any budget approved by the Board of Directors and (y) in the case of an
      operating expense, the total operating expense budget contained in any
      budget approved by the Board of Directors, in each case for the
      year-to-date period in which the expenditure is made or incurred and
      taking into account all previous expenditures and commitments in such
      year-to-date period, provided, that the approval of the Board of Directors
      shall not be required for any contract, purchase order or agreement the
      material terms of which are within (or on terms more favorable to the
      Company than) the parameters set forth in any budget approved by the Board
      of Directors; or terminate or amend in any material respect any contract,
      agreement or other commitment or purchase order, in each case if the
      execution and delivery or issuance thereof requires approval pursuant to
      this Section 3(d).

      Section 4. Compensation.

      (a) Reimbursement. The Company shall reimburse Manager for all
out-of-pocket expenses ("Out-of-Pocket Expenses") reasonably incurred by Manager
for goods and services provided by third parties to, for or on behalf of the
Company (including those out-of-pocket expenses incurred by Messrs. Vento and
Sullivan in traveling to and from and visiting the Business in connection with
providing services under this Agreement). Manager shall provide the Company with
a statement setting forth in reasonable detail (and with copies of invoices or
other supporting documentation) the Out-of-Pocket Expenses claimed and the
Company shall pay to Manager each such amount within thirty (30) days of receipt
of the statement. Notwithstanding anything to the contrary contained in this
Agreement, (i) no portion of the salaries of Messrs. Vento or Sullivan or the
general overhead expenses of Manager shall be subject to reimbursement as
Out-of-Pocket Expenses and (ii) in no event will Manager be responsible for the
payment from its own funds of any expenses, obligations or liabilities of the
Company.

      (b) Management Fees. In consideration of Manager's performance of its
responsibilities with respect to the Business, the Company shall pay Manager,
commencing on the date hereof, a management fee per annum equal to $550,000,
payable monthly in arrears on the last day of each calendar month. The
Compensation Committee of the Board of Directors shall annually review the
management fee in light of the performance of Manager and the Company, and may,
in its discretion, increase (but not decrease) the management fee by an amount
it determines to be appropriate. Manager's annual management fee payable
hereunder, as it may be increased from time to time, is referred to herein as
the "Management Fee." For


                                       6
<PAGE>

each calendar year or part thereof during the term of this Agreement, Manager
shall be eligible to receive an annual bonus based upon the achievement of
certain objectives determined by the Compensation Committee of the Board of
Directors for such calendar year (the "Annual Bonus") payable within 30 days
after the certification of the Company's financial statements for such year but
in no event shall such bonus be less than 50% of the preceding year's Management
Fee.

      (c) Disputes, etc. If the Company disputes the amount of expenses or fees
claimed by Manager, the Company shall notify Manager in writing before payment
is due, and if the matter cannot be resolved informally between the parties,
either the Company or Manager may request resolution of the dispute pursuant to
Section 10. The Company shall pay when due the portion of any such amounts that
is not in dispute.

      (d) Directors and Officers Liability Insurance. The Company shall use its
reasonable efforts to obtain and maintain directors and officers liability
insurance coverage in amounts customary for similarly situated companies in the
telecommunications industry.

      (e) Benefits. During the Term of this Agreement, Vento and Sullivan shall
be entitled to participate in any welfare benefit plan sponsored or maintained
by the Company to the extent Vento or Sullivan, as applicable, is eligible to
participate in any such plan under the generally applicable provisions thereof,
such welfare plans to include life, health and disability insurance.

      Section 5. Term and Termination.

      (a) Term. This Agreement shall commence on the Effective Date and, unless
earlier terminated in accordance herewith, shall terminate on July 17, 2003 (the
"Term").

      (b) Termination.

            (i) By Either Party. Either party may terminate this Agreement in
      the event that a Governmental Authority shall enter an order appointing a
      custodian, receiver, trustee, intervenor or other officer with similar
      powers with respect to the other party or with respect to any substantial
      part of its property, or constituting an order for relief or approving a
      petition in bankruptcy or insolvency law of any jurisdiction, or ordering
      the dissolution, winding-up or liquidation of such party; or if a party
      files a petition seeking any such order; or if any such petition shall be
      filed against such party and shall not be dismissed within sixty (60) days
      thereafter; or an order shall have been issued granting such party a
      suspension of payments under applicable law and any such order is not
      dismissed within sixty (60) days thereafter.

            (ii) By Company. The Company may terminate this Agreement:

            (A) immediately in the event of the indictment or conviction of
Manager, Vento or Sullivan of any felony; or any act constituting fraud,
embezzlement, willful misconduct or gross negligence by Manager that materially
adversely affects the Company or the Business monetarily or otherwise (as
determined by a majority vote of the Board of Directors (excluding Messrs. Vento
and Sullivan));


                                       7
<PAGE>

            (B) immediately in the event of a material breach of this Agreement
by Manager (as determined by a majority vote of the Board of Directors
(excluding Messrs. Vento and Sullivan)), which has not been cured within thirty
(30) days following notice thereof from the Company, including, without
limitation, the failure of the Company to meet any of the objectives set forth
on Schedule A hereto;

            (C) immediately in the event of the failure by Manager to cause to
be provided to the Company the services of both Messrs. Vento and Sullivan as
contemplated by Section 3(c) hereof;

            (D) immediately in the event that the Company shall fail to comply
with the terms of any representation, warranty, covenant or agreement contained
in the Credit Documents or in any other agreement or instrument pursuant to
which the Company has incurred indebtedness for borrowed money in the principal
amount of $25,000,000 or more, which failure to comply results in, or with
notice or the passage of time would result in, an event of default thereunder;
or

            (E) immediately in the event that the indebtedness incurred pursuant
to the Credit Documents or any other indebtedness for borrowed money of the
Company in the principal amount of $25,000,000 or more shall have been
accelerated by the holder thereof.

            (iii) By Manager. Manager may terminate this Agreement:

            (A) if the Company has failed to make any payment pursuant to
Section 4 within thirty (30) business days following Manager's written notice to
the Company of such failure;

            (B) in the event of a material breach of this Agreement by the
Company (other than a payment default) which has not been cured within thirty
(30) days following notice thereof from the Company;

            (C) in the event that (i) Vento and Sullivan are removed as
directors of the Company or are demoted or removed from their respective offices
or there is a material diminishment of Vento's and Sullivan's responsibilities,
duties or status which diminishment is not rescinded within 30 days after the
date of receipt by the Board of Directors of the Company from Vento and Sullivan
of their respective written notice referring to this provision and describing
such diminishment, or (ii) the Company relocates its principal offices without
Manager's consent to a location more than 50 miles from the principal offices of
the Company in Arlington, Virginia; or

            (D) voluntarily upon thirty (30) days' prior written notice to the
Company.

      (c) Benefits Payable Upon Termination.

            (i) Following the termination of this Agreement pursuant to any
      manner described in Section 5(b), the Company shall pay to Manager any
      Management Fee earned, but unpaid, for services rendered to the Company on
      or prior to the date of such termination.


                                       8
<PAGE>

            (ii) Following the termination of this Agreement by Manager pursuant
      to Sections 5(b)(iii)(A), (B) or (C) or a termination by the Company
      pursuant to Sections 5(b)(ii)(B), (C) or (D), Manager shall be entitled to
      receive payment of (x) the Management Fee, and (y) the Annual Bonus. The
      amount of the Annual Bonus shall be determined as follows: (I) In the
      event that the date of termination is on or prior to June 30 of any
      applicable calendar year, the amount of the Annual Bonus shall be equal to
      a pro rata portion (based upon the actual number of days during such
      calendar year that this Agreement shall have been in effect) of the Annual
      Bonus payable in respect of such year (determined based upon the
      achievement by the Company of the objectives for all of such calendar
      year). (II) In the event that the date of termination is after June 30 of
      any applicable calendar year, the amount of the Annual Bonus shall be
      equal to the Annual Bonus payable in respect of such year (determined
      based upon the achievement by the Company of the objectives for all of
      such calendar year), in either instance payable on the later to occur of
      (x) 30 days after the certification of the Company's financial statements
      for such year, and (y) the last day of the month after which (a) a New
      Provider (as hereinafter defined) shall be retained by the Company in
      accordance with Section 5(f)(i), and (b) the Manager shall have nominated
      a Successor Control Group (as hereinafter defined) acceptable to the Board
      of Directors in its sole discretion (excluding Vento and Sullivan) in
      accordance with Section 5(f)(ii). The Management Fee shall be payable
      monthly in arrears commencing on the last day of the month after which (I)
      a New Provider shall be retained by the Company in accordance with Section
      5(f)(i) and (II) the Manager shall have nominated a Successor Control
      Group reasonably acceptable to the Board of Directors in its sole
      discretion (excluding Vento and Sullivan) in accordance with Section
      5(f)(ii).

            (iii) Notwithstanding any provision herein to the contrary, upon the
      termination of this Agreement by Manager pursuant to Section 5(b)(iii)(A),
      (B) or (C) or by the Company, other than pursuant to Section 5(b)(ii)(A)
      and (E), any Shares that have not previously vested shall immediately vest
      (and shall not be subject to repurchase by the Company) on the date of
      such termination.

            (iv) The Company shall be entitled to set off against the Management
      Fee payable to the Manager following the termination of this Agreement
      pursuant to Section 5(c)(ii), any amounts earned by either Vento or
      Sullivan in other employment after the termination of this Agreement
      during the period in which the Company is paying the Manager the
      Management Fee pursuant to Section 5(c)(ii) following the termination of
      this Agreement pursuant to Sections 5(b)(ii)(B), (C) or (D) or Sections
      5(b)(iii)(A), (B) or (C); provided, however, that neither Vento nor
      Sullivan shall be required, as a condition to the receipt of such payment
      pursuant to Section 5(c)(ii), to seek such other employment.

      (d) Remedies. The remedies set forth herein are not intended to be
exclusive, and all remedies shall be cumulative and may be exercised
concurrently with any other remedy available to Manager or the Company at law or
in equity.

      (e) Continuing Obligations. After receipt of written notice of
termination, but prior to the effective date of such termination, Manager shall
continue to perform under this


                                       9
<PAGE>

Agreement unless specifically instructed to discontinue such performance. In the
event of termination, Manager and the Company shall remain liable for their
respective obligations accrued under this Agreement prior to the effective date
of termination.

      (f) Transition Arrangements.

            (i) In the event of termination of this Agreement for any reason,
      Manager shall at the Company's expense cooperate with the Company in order
      to facilitate the transition to a new management service provider (the
      "New Provider"). Upon such termination, the Board of Directors (excluding
      Vento and Sullivan) shall nominate a New Provider that would not cause a
      significant detrimental effect on the eligibility of the Company to
      realize the benefits, if any, that the Company derives from its status as
      a "very small business," as defined in 47 CFR Section 24.720(b)(2), which
      New Provider shall be acceptable to the Manager. In the event that the
      Manager does not approve such New Provider within five (5) business days
      of notice of such nomination by the Board of Directors, then for each
      successive thirty (30) day period or portion thereof following such five
      (5) business day period that a New Provider shall not have been approved
      by Vento and Sullivan, each of Vento and Sullivan shall sell to the
      Company, 50% of the Shares, inclusive of those Shares already subject to
      repurchase pursuant to Section 7(b), then owned by each of them at a price
      per share equal to $.0l per Share. Manager shall at the Company's expense
      take whatever steps are commercially reasonable to assist the New Provider
      in assuming the management of the Company and the operation of the
      Business including, without limitation, transferring to the New Provider
      all historical financial, tax, accounting and other data in the possession
      of Manager, and giving such consents, assigning such permits and executing
      such instruments as may be necessary to vest in the New Provider those
      rights that were necessary for Manager to perform its services hereunder.

            (ii) Within five (5) business days after the nomination by the Board
      of Directors of a New Provider, each of Vento and Sullivan agrees to
      nominate a successor Person or group of Persons (collectively, a
      "Successor Control Group") that would not cause a significant detrimental
      effect on the eligibility of the Company to hold a Block F PCS license and
      to realize the benefits, if any, that the Company derives from its status
      as a "very small business," as defined in 47 CFR Section 24.720(b)(2), to
      whom the Voting Preference Common Stock, the Class C Common Stock set
      forth on Schedule I (the "Class C Common Stock") and any shares of Class E
      Common Stock acquired by Vento and Sullivan after the date hereof as
      contemplated by Section 7(f) below (any such shares being referred to as
      the "Class E Common Stock") shall be transferred by Vento and Sullivan,
      which Successor Control Group shall be reasonably acceptable to the Board
      of Directors in its sole discretion (excluding Vento and Sullivan); it
      being understood that the New Provider shall be deemed to be a Successor
      Control Group reasonably acceptable to the Board of Directors. In the
      event that Vento and Sullivan do not nominate a Successor Control Group
      reasonably acceptable to the Board of Directors in its sole discretion
      (excluding Vento and Sullivan) within such five (5) business day period,
      then for each successive 30-day period or portion thereof that Vento and
      Sullivan shall not have nominated a successor Control Group reasonably
      acceptable to the Board of Directors in its sole discretion (excluding
      Vento and Sullivan), each of Vento and


                                       10
<PAGE>

      Sullivan shall sell to the Company after the expiration of each 30-day
      period, in addition to any other Shares repurchased, and after giving
      effect to the repurchase by the Company of Shares pursuant to Section
      5(f)(i), an additional 50% of the Shares then owned by each of them at a
      price per share equal to $.01 per share. Immediately after a Successor
      Control Group reasonably acceptable to the Board of Directors is
      nominated, the Company, Vento and Sullivan shall take, or cause to be
      taken, all actions necessary or required, including, without limitation,
      filing of all applications with the FCC, to obtain all requisite consents
      and authorizations to permit the transfer of the Voting Preference Common
      Stock, Class C Common Stock and Class E Common Stock to the Successor
      Control Group. On the first business day after all such consents and
      authorizations shall have been obtained, Vento and Sullivan agree to
      resign as directors and officers of the Company and to sell to the
      Successor Control Group all of the shares of Voting Preference Common
      Stock, Class C Common Stock and Class E Common Stock owned by them for a
      per share price equal to the fair market value of the Company's Class A
      Common Stock. If at any time, whether by reason of the inability of the
      Company to obtain all requisite consents and authorizations to permit the
      transfer of the Voting Preference Common Stock, Class C Common Stock and
      Class E Common Stock to the Successor Control Group or otherwise, the
      Board of Directors withdraws its consent to the nomination of a Successor
      Control Group, the procedure outlined in Sections 5(f)(i) and (ii) shall
      be repeated commencing with the nomination by Vento and Sullivan of a
      Successor Control Group within five (5) business days after the nomination
      by the Board of Directors of a successor New Provider.

      (g) Return of Information. Upon termination of this Agreement, all books
and records in the possession of Manager relating to the maintenance and
operation of and accounting for the Company, together with all supplies and
other items of property owned by the Company and in Manager's possession, shall
be delivered to the Company.

      Section 6. Noncompetition and Confidentiality.

      (a) Noncompetition. During the Term and (x) for one year thereafter if
after the expiration of the Term the Company offers to extend this Agreement for
at least one (1) year on terms and conditions no less favorable than those
contained herein and the Manager rejects such offer, and (y) for so long as the
Company is paying to the Manager the Management Fee pursuant to Section 5(c)(ii)
following the termination of this Agreement pursuant to Sections 5(b)(ii)(B),
(C) or (D) or Sections 5(b)(iii) (A), (B) or (C), none of Manager, Vento,
Sullivan or any of their respective Affiliates shall, without the consent of the
Company, assist or become associated with any person or entity, whether as a
principal, partner, employee, consultant or shareholder (other than as a holder
of not in excess of 5% of the outstanding voting shares of any publicly traded
company) that is actively engaged in the business of providing mobile wireless
telecommunications services in the Territory.

      (b) Confidentiality. Without the prior written consent of the Company,
except to the extent required by an order of a court having competent
jurisdiction or under subpoena from a governmental body or agency, none of
Manager, Vento, Sullivan or any of their respective Affiliates shall disclose
any trade secrets, customer lists, drawings, designs, information regarding
product development, marketing plans, sales plans, manufacturing plans,
financial


                                       11
<PAGE>

records, packaging design or other financial, commercial, business or
technical information relating to the Company or any of its subsidiaries or
affiliates (collectively, "Confidential Information"), to any third person,
unless such Confidential Information has been previously disclosed to the public
by the Company or is in the public domain (other than by reason of Manager's,
Vento's, Sullivan's or any of their respective Affiliates' breach of this
Section 6(b)), except that Manager, Vento, Sullivan and their respective
Affiliates may disclose Confidential Information to the extent advisable in
their sole discretion in connection with (i) the performance of Manager's duties
hereunder, or (ii) the issuance of Company securities, or (iii) obtaining
financing for the Company, or (iv) the enforcement of Manager's rights under
this Agreement, or (v) any disclosures that may be required by law, including
securities laws.

      (c) Company Property. Promptly following the termination of this
Agreement, Manager, Vento and Sullivan shall return to the Company all property
of the Company, and all copies thereof in its possession or under its control,
and all tangible embodiments of Confidential Information in its possession in
whatever media such Confidential Information is maintained.

      (d) Non-Solicitation of Employees. During the Term and for one year
thereafter, none of Manager, Vento, Sullivan or any of their respective
Affiliates will directly or indirectly induce any employee of the Company or any
of its subsidiaries or affiliates to terminate employment with such entity, and
will not directly or indirectly, either individually or as owner, agent,
employee, consultant or otherwise, employ or offer employment to any person who
is or was employed by the Company or a subsidiary thereof, unless such person
shall have ceased to be employed by such entity for a period of at least six
months.

      (e) Injunctive Relief with Respect to Covenants. Manager, Vento and
Sullivan acknowledge and agree that the covenants and obligations with respect
to noncompetition, inventions, confidentiality and Company property contained in
this Section 6 relate to special, unique and extraordinary matters and that a
violation of any of the terms of such covenants and obligations will cause the
Company irreparable injury for which adequate remedies are not available at law.
Therefore, Manager, Vento and Sullivan agree that the Company shall be entitled
to an injunction, restraining order, or such other equitable relief as a court
of competent jurisdiction may deem necessary or appropriate to restrain Manager,
Vento and Sullivan from committing any violation of the covenants and
obligations contained in this Section 6. These injunctive remedies are
cumulative and are in addition to any other rights and remedies the Company may
have at law or in equity. Notwithstanding the foregoing, in the event that this
Agreement is terminated by the Company pursuant to Section 5(b)(ii)(A) by reason
of the indictment or conviction of Vento, Sullivan or the Manager of any felony
or any act constituting fraud, misappropriation or embezzlement due to the
wrongful acts of either Vento or Sullivan, that materially adversely effects the
Company or the Business monetarily or otherwise (as determined by a majority
vote of the Board of Directors (excluding Vento and Sullivan), Sullivan or
Vento, as applicable, shall sell to the Company, and the Company shall purchase
from Vento or Sullivan, as applicable, all of the Shares (whether or not vested)
at a price per share equal to $.0l per Share, it being understood that in the
event that the Company shall have terminated this Agreement by reason of any
such event, and either Vento or Sullivan shall not have been indicted for or
been convicted of any felony or act constituting fraud, misappropriation or
embezzlement that materially adversely effects the Company or the Business
monetarily or otherwise (as determined by a majority vote of the Board of
Directors (excluding


                                       12
<PAGE>

Vento and Sullivan), such individual shall not be obligated to sell his vested
Shares to the Company.

      Section 7. Vesting and Repurchase of Restricted Shares, Etc.; Company Loan

      (a) General. Each of Vento and Sullivan hereby agrees that the Shares set
forth on Schedule II shall be subject to the vesting schedules set forth on
Schedule II, and are subject to repurchase by the Company at a repurchase price
of $.01 per shares in accordance with the terms of this Section 7. As used in
this Section 7, the following terms have the following meanings:

            (i) "Extraordinary Event Shares" means a number of Shares equal to
      1,441,152 shares of Class A Voting Common Stock.

            (ii) "Restricted Holder" means each of Vento and Sullivan.

      (b) Repurchase of Shares Upon Termination. Following the termination of
this Agreement for any reason, each Restricted Holder shall sell to the Company,
and the Company shall purchase from each Restricted Holder such Restricted
Holder's Shares that have not theretofore vested pursuant to Schedule II.

      (c) Closing of Repurchase; Assignment of Repurchase Right. The closing of
a purchase and sale of Shares pursuant to Section 7(b) shall take place on a
date mutually agreed by the applicable Restricted Holder and the Company, but in
no event later than 30 days after the date that this Agreement terminated. At
such closing, the Company shall deliver to the applicable Restricted Holder a
check in the amount of the aggregate repurchase price and, upon delivery
thereof, the Company shall become the legal and beneficial owner of such Shares
and all rights and interests therein or relating thereto, and the Company shall
have the right to retain and transfer to its own name the shares of Preferred
Stock and/or Common Stock being repurchased by the Company. Whenever the Company
shall have the right to repurchase Preferred Stock and/or Common Stock
hereunder, the Company may designate and assign one or more employees, officers,
directors or shareholders of the Company or other persons or organizations to
exercise all or a part of the Company's repurchase rights under this Agreement
and purchase all or a part of such Preferred Stock and/or Common Stock.

      (d) Escrow of Shares. The Certificate(s) representing all Shares, subject
to repurchase pursuant to Section 7(b) shall be held by the Secretary of the
Company as escrow holder (the "Escrow Holder"), along with a stock power
executed by the applicable Restricted Holder in blank. The Escrow Holder is
hereby directed to permit transfer of such Shares only in accordance with this
Agreement and the Stockholders Agreement. In the event further instructions are
desired by the Escrow Holder, he shall be entitled to rely upon written
directions of the Board of Directors (excluding Vento and Sullivan). The Escrow
Holder shall have no liability for any act or omission hereunder while acting in
good faith in the exercise of his own judgment. If the Company or any assignee
repurchases any of such Shares pursuant to this Section 7, the Escrow Holder,
upon receipt of written notice of such repurchase from the proposed transferee,
shall take all steps necessary to accomplish such repurchase. From time to time,
upon a Restricted Holder's request, the Escrow Holder shall: (i) cancel the
certificate(s)


                                       13
<PAGE>

held by the Escrow Holder and representing such Shares, (ii) cause new
certificate(s) to be issued representing the number of Shares no longer subject
to repurchase pursuant to this Section 7, which certificate(s) the Escrow Holder
shall deliver to such Restricted Holder, and (iii) cause new certificate(s) to
be issued representing the balance of such Shares, which certificate(s) shall be
held in escrow by the Escrow Holder in accordance with the provisions of this
Section 7(d). Subject to the terms hereof, a Restricted Holder shall have all
the rights of stockholder with respect to such Shares while they are held in
escrow, including without limitation, the right to vote such Shares and receive
any cash dividends declared thereon. If, from time to time during the term of
the Company's repurchase right, there is (i) any stock dividend, stock split or
other change in such Shares, or (ii) any merger or sale of all or substantially
all of the assets or other acquisition of the Company, any and all new,
substituted or additional securities to which such Restricted Holder is entitled
by reason of his ownership of such Shares shall be immediately subject to this
escrow, deposited with the Escrow Holder and included thereafter as "Shares" for
purposes of this Agreement and the Company's repurchase right.

      (e) Legends. The share certificates evidencing the Shares which have not
theretofore vested pursuant to Schedule II shall be endorsed with the following
legend (in addition to any legend required to be placed thereon by applicable
federal or state securities laws or the Stockholders Agreement):

            THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY
            IN ACCORDANCE WITH THE TERMS OF A MANAGEMENT AGREEMENT BETWEEN THE
            COMPANY AND AN AFFILIATE OF THE STOCKHOLDER, A COPY OF WHICH IS ON
            FILE WITH THE SECRETARY OF THE COMPANY, WHICH PROVIDES, AMONG OTHER
            THINGS FOR THE REPURCHASE BY THE COMPANY OF THE SHARES REPRESENTED
            BY THIS CERTIFICATE.

      (f) Company Loans. In the event that Vento and Sullivan are permitted to
purchase shares of the Company's capital stock owned by William Mounger and/or
E.B. Martin pursuant to the employment agreements by and between the Company and
such Persons, then upon the request of Vento and/or Sullivan, the Company shall
lend Vento and Sullivan such amounts as needed in order to fund such purchases,
upon such terms as the parties may agree to, which terms shall include that any
such loan shall be non-recourse to the borrower, and Schedule I hereto shall be
amended to reflect such purchase. Such shares shall be subject to purchase by
the Company if this Agreement is terminated for any reason at a price per share
equal to the fair market price of the Company's Class A Common Stock.

      Section 8. Limitations of Liability.

      (a) Force Majeure. Neither of the parties will be liable for
nonperformance or defective or late performance of any of its obligations
hereunder to the extent and for such periods of time as such nonperformance,
defective performance or late performance is due to reasons outside such party's
control, including acts of God, war (declared or undeclared), acts (including
failure to act) of any governmental authority, riots, revolutions, fire, floods,
explosions, sabotage, nuclear incidents, lightning, weather, earthquakes,
storms, sinkholes,


                                       14
<PAGE>

epidemics, strikes, or delays of suppliers or subcontractors for the same
causes. Neither party shall be required to settle any labor dispute in any
manner which is deemed by that party to be less than totally advantageous, in
that party's sole discretion.

      (b) Exculpation of Manager. Notwithstanding any other provision of this
Agreement, Manager shall not be liable for any failure or delay in its
performance hereunder (except with respect to its performance of its obligations
under Section 5(f)) or for any performance which is substandard, except where
such failure, delay or substandard performance is the result of willful
misconduct or gross negligence on the part of Manager.

      (c) No Consequential or Special Damages. Manager shall not be responsible
to the Company for any indirect, incidental, consequential or special damages to
the Company, the Business or any subscriber or customer of any Business or any
other person, including any damage to or loss of revenues, business or goodwill,
suffered by any person or entity for any failure of any system or failure of
performance hereunder. Manager's liability to the Company in respect of any such
failure shall be limited (in addition to the limits set forth in paragraphs (a)
and (b) above) to the amounts paid by the Company to Manager pursuant to this
Agreement for the period of any such failure.

      (d) Vento and Sullivan. The limitations of liabilities set forth in
paragraphs (a), (b) and (c) above shall apply to Vento's and Sullivan's
obligation to use good faith efforts to cause the Manager to perform all of its
obligations pursuant to this Agreement.

      Section 9. Books and Records. Manager shall keep or cause to be kept
accounts and complete books and records with respect to its management of the
operation of the Business, showing all costs, expenditures, allocations,
receipts, revenues, assets, and liabilities; any and all other records
necessary, convenient or incidental to recording the financial aspects of the
operation of the Business and sufficient to record the profits and losses
generated by the operation of the Business. Within 15 days after the end of each
month Manager shall prepare or cause to be prepared and transmit to the Company
unaudited statements, which shall include a general ledger and a trail balance.
Manager shall also provide at the Company's request any and all such additional
statements or reports as may be reasonably necessary to the Company's oversight
and control of the Business. The Company shall have control over and access, at
all reasonable times during normal business hours, to the books and records
maintained by Manager pursuant to this Section 9.

      Section 10. Dispute Resolution.

      (a) Dispute Resolution. The parties desire to resolve disputes arising out
of this Agreement without litigation. Accordingly, except for an action seeking
a temporary restraining order injunction related to the purposes of this
Agreement, or suit to compel compliance with this dispute resolution process,
the parties agree to use the dispute resolution procedures set forth in Section
10 as their sole remedy with respect to any controversy or claim arising out of
or relating to this Agreement or its breach.

      At the written request of any party, the parties to the dispute will
appoint knowledgeable, responsible representatives to meet and negotiate in good
faith to resolve any dispute arising


                                       15
<PAGE>

under this Agreement. The parties intend that these negotiations be conducted by
business representatives, including at least one senior executive of each party
to the dispute. The location, format, frequency, duration and conclusion of
these discussions shall be left to the discretion of the representatives.
Discussion and correspondence among the representatives for purposes of these
negotiations shall be treated as confidential information developed for purposes
of settlement, exempt from discovery and production, which shall not be
admissible in the arbitration described below. Documents identified in or
provided with such communications, which are not prepared for purposes of the
negotiations, are not so exempted and may, if otherwise admissible, be admitted
in evidence in the arbitration or lawsuit.

      (b) Mediation. If the negotiations set forth in Section 10(a) do not
resolve the dispute within thirty (30) days of the initial written request, the
parties agree to work in good faith to settle the dispute by mediation under the
commercial mediation rules of the American Arbitration Association. The parties
will attempt to agree on a mediator. If they are unable to do so, the mediation
will be referred to the New York, New York office of the American Arbitration
Association for mediation which will appoint a qualified mediator to serve. The
mediation shall take place in New York, New York or such other location as
mutually agreed upon by the parties. Unless the parties agree otherwise, the
first mediation session shall take place no later than ten (10) days after the
initial written request to negotiate. The mediation shall continue until the
dispute is resolved or until such time as the mediator makes a good faith
determination that the likelihood of resolution is sufficiently remote that
continuation of the mediation is not warranted.

      (c) Arbitration. If the mediation conducted pursuant to Section 10(b) does
not resolve the dispute within thirty (30) days of the commencement of
mediation, or if prior to the expiration of such thirty (30) day period the
mediator determines that continuation of the mediation process is not warranted,
the dispute shall be submitted to binding arbitration by a panel of three
arbitrators pursuant to the Commercial Arbitration Rules of the American
Arbitration Association. Any party may demand such arbitration in accordance
with the procedures set out in those rules. Each party shall have the right to
take the deposition of up to five individuals (or a larger number of individuals
with the consent of two of the three arbitrators), and any expert witness
designated by the other party. Each party shall also have the right to request
production of relevant documents, the scope and enforcement of which shall be
governed by the arbitrator. Additional discovery may be only by order of the
arbitrator, and only upon a showing of substantial need. The arbitrator shall be
authorized to issue subpoenas for the purpose of requiring attendance of
witnesses at depositions. The arbitration hearing shall be commenced within ten
(10) days of the determination that mediation is not going to be successful. The
arbitration shall be held in New York, New York or such other location as
mutually agreed upon by the parties. The arbitrator shall control the scheduling
so as to process the matter expeditiously. The parties may submit written
briefs. The arbitrator shall rule on the dispute by issuing a written opinion
within thirty (30) days after the close of hearings. The times specified in this
section may be extended upon mutual agreement of the parties or by the
arbitrator upon a showing of good cause. The award rendered by arbitration shall
be a final, binding and nonappealable judgment and the award may be entered in
any court of competent jurisdiction in the United States. Special, consequential
or punitive damages shall not be awarded by the arbitrator.


                                       16
<PAGE>

      (d) Confidentiality. The parties agree that all communications and
negotiations between the parties during the dispute resolution process, any
settlements agreed upon during the dispute resolution process and any
information regarding the other party obtained during the dispute resolution
process (that are not already public knowledge) are confidential and may be
disclosed only to employees and agents of the parties who shall have a "need to
know" the information and who shall have been made aware of the confidentiality
obligations set forth in this Section, unless the party is required by law to
disclose such information.

      (e) Fees and Expenses. The parties shall equally split the fees of the
mediator and the arbitrator. Any party found by the arbitrator to have breached
this Agreement shall pay all other out-of-pocket costs and expenses, including
reasonable attorneys' fees and expenses, of the other party incurred in
connection with the dispute resolution process. If the arbitrator does not find
that any party has breached this Agreement, then each party shall bear its own
costs and expenses, including attorneys' fees and expenses.

      Section 11. Inspection Rights; Delivery of Information.

      (a) Company's Right to Inspect. Manager will permit representatives of the
Company, at the Company's cost, during normal business hours and upon not less
than five business days' advanced written request, to (i) visit and inspect
during normal business hours Manager's properties and facilities which are
utilized in connection with Manager's provision of services to the Company
pursuant to this Agreement, including without limitation access to, and the
right to make copies of, books and records of the Company located at such
properties and facilities, and (ii) discuss with Manager's officers and
employees such properties and facilities and Manager's provision of services to
the Company pursuant to this Agreement. All such information shall be held in
confidence by the Company, except for disclosures made to the Company's
advisors, lenders and investors, or as required to be disclosed by process of
law or other applicable law.

      (b) Notice of Certain Events. Promptly and in any event within three (3)
business days after Manager has received notice or has otherwise become aware
thereof, Manager shall give the Company notice of (i) the commencement of any
material proceeding or investigation against the Company or Manager by or before
any governmental body or in any court or before any arbitrator which would be
likely to have a material adverse effect on Manager, the Business or the
Company, or on Manager's ability to perform its obligations hereunder, and (ii)
the occurrence or nonoccurrence of any event (x) which constitutes, or which
with the passage of time or giving of notice or both would constitute, a default
by the Company or Manager under this Agreement or under any other material
agreement to which the Company or Manager is a party or by which its properties
may be bound, and (y) would be likely to have a material adverse effect on
Manager, the Business or the Company, or on Manager's ability to perform its
obligations hereunder, giving in each case the details thereof and specifying
the action being taken or proposed to be taken with respect thereto. Promptly
upon receipt thereof, Manager shall deliver to the Company copies of any
material notice or report regarding any License from the grantor of such license
or from any Governmental authority regarding the Business or the Company.


                                       17
<PAGE>

      (c) Other Information. From time to time and promptly upon each request,
Manager shall provide the Company with such data, certificates, reports,
statements, financial projections, documents or further information regarding
the business, equity owners, assets, liabilities, financial position or results
of operations of Manager, as may be reasonably requested by the Company.

      Section 12. Representations and Warranties. Each party makes the following
representations and warranties to the other party, as a material inducement to
the other party to enter into this Agreement.

      (a) Organization and Standing of Parties. Each party is a corporation and
is duly organized, validly existing and in good standing under the laws of the
State of its incorporation referenced in the first paragraph of this Agreement.
Each party has full corporate power and authority to own its assets and carry on
its business as now conducted by it.

      (b) Execution, Delivery, Performance and Binding Effect. The execution,
delivery and performance by each party of this Agreement have been duly
authorized by all necessary corporate action, including by each party's board of
directors. Each party has full power and authority to enter into and perform its
obligations under this Agreement. The execution, delivery and performance by
such party of this Agreement will not (with the passage of time or giving of
notice or both) conflict with, violate any provision of, result in the breach of
or constitute a default under (i) such party's certificate of incorporation or
by-laws, (ii) any License held by such party, (iii) any Law, (iv) any order,
writ, injunction, decree, judgment or regulation of any Governmental Agency or
(v) any contract, agreement, arrangement or understanding, (A) to which such
party is a party, (B) to which or by which such party is subject or bound, or
(C) to which or by which such party's assets are subject or bound. The
execution, delivery and performance of this Agreement will not (with the passage
of time or giving of notice or both) (i) create or impose any Lien upon the
assets of such party, (ii) result in the termination, suspension, modification
or impairment of any contract, agreement, arrangement or understanding (A) to
which such party is a party, (B) to which, or by which, such party is subject or
bound, or (C) to which or by which such party's assets are subject or bound, or
(iii) result in the termination, suspension, modification or impairment of any
governmental license, permit, authorization or certificate held by such party or
relating to is assets or businesses. This Agreement constitutes the legal, valid
and binding obligation of such party enforceable against it in accordance with
its term.

      (c) Consents. No consent, approval, order or authorization of, or
registration, qualification, designation, declaration or filing with, any
Governmental Authority or other Person is required on the part of each party in
connection with the execution, delivery and performance of this Agreement.

      (d) Litigation; Claims. With respect to each party, there is no claim,
action, audit, arbitration, dispute, investigation, suit, litigation or legal
proceeding pending, or to the best of such party's knowledge threatened, against
such party (i) relating to or otherwise affecting such party's ability to
execute and deliver this Agreement or to perform such party's obligations
hereunder, or (ii) which would materially adversely affect the Company or the
Company's contemplated business.


                                       18
<PAGE>

      (e) Court Orders, Decrees, Judgments, Etc. There is outstanding no order,
writ, injunction, decree or judgment of any court, governmental agency or
arbitration tribunal against a party (i) relating to or otherwise affecting such
party's ability to execute and deliver this Agreement or to perform such party's
obligations hereunder or (ii) which would materially adversely affect the
Company or the Company's contemplated business.

      Section 13. Indemnification; Expenses.

      (a) Indemnification. In the event Vento or Sullivan (each, an "Indemnified
Party") is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding (a "Proceeding"), whether civil, criminal,
administrative, or investigative (whether or not by or in the right of the
Company), by reason of the fact that such person is or was a director, officer,
incorporator, employee, or agent of the Company, or is or was serving at the
request of the Company as a director, officer, incorporator, employee, partner,
trustee, or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise (including the Manager) (an "Other
Entity"), shall be entitled to be indemnified by the Company to the full extent
then permitted by law against expenses (including counsel fees and
disbursements), judgments, fines (including excise taxes assessed on a person
with respect to an employee benefit plan), and amounts paid in settlement
incurred by him in connection with such Proceeding.

      (b) Advancement of Expenses. The Company shall, from time to time,
reimburse or advance to any Indemnified Party the funds necessary for payment of
expenses, including attorneys' fees and disbursements, incurred in connection
with any Proceeding, in advance of the final disposition of such Proceeding;
provided, however, that, if (and only if) required by the Delaware General
Corporation Law, such expenses incurred by or on behalf of any such Indemnified
Party may be paid in advance of the final disposition of a Proceeding only upon
receipt by the Company of an undertaking, by or on behalf of such Indemnified
Party, to repay any such amount so advanced if it shall ultimately be determined
by final judicial decision from which there is no further right of appeal that
such Indemnified Party is not entitled to be indemnified for such expenses.

      Section 14. Miscellaneous.

      (a) Counterparts. This Agreement may be executed by one or more of the
parties hereto in any number of counterparts and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.

      (b) Construction. Each of the parties hereto acknowledge that it has
reviewed this Agreement and that the normal rule of construction to the effect
that any ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Agreement or any amendments hereto.

      (c) Benefit; Assignment. This Agreement shall be binding upon and inure to
the benefit of all parties hereto and their respective successors and permitted
assigns; provided, however, that Manager shall not assign or otherwise transfer
its rights and obligations under this Agreement without the Company's prior
written consent. Any sale, assignment, sublease or


                                       19
<PAGE>

other transfer in violation of this Section 14(c) shall be null and void. Each
of the Stockholders (as such term is defined in the Stockholders Agreement)
shall be deemed a third party beneficiary of the Company's rights under this
Agreement and shall be permitted to exercise any rights pursuant to this
provision with the consent of Washington and two-thirds in interest of the Cash
Equity Investors.

      (d) Complete Agreement. This document and the exhibits attached hereto and
each of the documents referred to herein embody the complete agreement and
understanding among the parties and supersede and preempt any prior
understandings, agreements, or representations by or among the parties written
or oral, which may have related to the subject matter hereof in any way.

      (e) Amendment. This Agreement may not be amended except by a writing
signed by each of the parties.

      (f) Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws, and not the laws of conflict, of the State of
New York.

      (g) Severability. If any provision of this Agreement or the application
thereof to any person or circumstance shall for any reason or to any extent be
invalid or unenforceable, the remainder of this Agreement and the application of
such provision to other persons or circumstances shall not be affected thereby,
but, rather, shall be enforced to the extent permitted by law. Furthermore, in
lieu of such an illegal, invalid or unenforceable provision, there shall be
added automatically as part of this Agreement a provision as similar in terms to
such illegal, invalid or unenforceable provision as may be possible and be
legal, valid or enforceable.

      (h) Further Assurances. The parties agree that they will take all such
further actions and execute and deliver all such further instruments and
documents as may be required in order to effectuate the agreements set forth in
this Agreement.

      (i) Waiver. No failure or delay on the part of the parties or any of them
in exercising any right, power or privilege hereunder, nor any course of dealing
among the parties or any of them shall operate as a waiver of any such right,
power or privilege nor shall any single or partial exercise of any such right,
power or privilege preclude the simultaneous or later exercise of any other
right, power or privilege. The rights and remedies herein expressly provided are
cumulative and are not exclusive of any rights or remedies which the parties or
any of them would otherwise have.

      (j) Notices. All notices and communications hereunder shall be in writing
and shall be deemed to have been duly given to a party when delivered in person
(including delivery by an express delivery service or by facsimile transmission
during the recipient's regular business hours) to an officer of the Company or
Manager, respectively, or three business days after such notice is enclosed in a
properly sealed envelope, certified or registered, and deposited (postage and
certification or registration prepaid) in a post office or collection facility
regularly maintained by the United States Postal Service and addressed as
follows:


                                       20
<PAGE>

If to Manager:

TeleCorp Management Corp., Inc.
1010 N. Glebe Road - Suite 800
Arlington, Virginia  22201
Attn:  Chief Executive Officer
Telephone:  (703) 236-1100
Facsimile:  (703) 236-1376

with a copy to:

TeleCorp Management Corp., Inc.
1010 N. Glebe Road - Suite 800
Arlington, Virginia  22201
Attention:  General Counsel
Telephone:  (703) 236-1100
Facsimile:  (703) 236-1376

If to the Company:

TeleCorp PCS, Inc.
1010 N. Glebe Road - Suite 800
Arlington, Virginia  22201
Attn:  Chief Executive Officer
Telephone:  (703) 236-1100
Facsimile:  (703) 236-1376

With copies to:

TeleCorp Management Corp., Inc.
1010 N. Glebe Road - Suite 800
Arlington, Virginia  22201
Attention:  General Counsel
Telephone:  (703) 236-1100
Facsimile:  (703) 236-1376

Washington Wireless Services, Inc.
5000 Carillon Point
Kirkland, Washington  98033
Attention:  William W. Hague
Telephone:  (425) 828-8461
Facsimile:  (425) 828-8451

And


                                       21
<PAGE>

Washington Corp.
295 North Maple Avenue
Basking Ridge, New Jersey  07920
Attention:  Corporate Secretary
Telephone:
Facsimile:  (908) 953-4657

and

Friedman Kaplan & Seiler LLP
875 Third Avenue, 8th Floor
New York, New York  10022
Attention:  Gregg S. Lerner
Telephone:  (212) 833-1110
Facsimile:  (212) 355-6401

and

To each Cash Equity Investor, to its address set forth on Schedule A to the
Stockholders Agreement.

and

Mayer, Brown & Platt
1675 Broadway
New York, New York  10019
Attention:  Mark S. Wojciechowski, Esq.
Telephone:  (212) 506-2525
Facsimile:  (212) 262-1910

or to such other addresses as either party may designate in a written notice
served upon the other party in the manner provided herein.


                                       22
<PAGE>

      IN WITNESS WHEREOF, the parties have set their hands effective as of the
date first written above.

                                       COMPANY:

                                       TELECORP PCS, INC.

                                       By: /s/ Thomas H. Sullivan
                                          ---------------------------------
                                          Name: Thomas H. Sullivan
                                          Title:  Executive Vice President

                                       MANAGER:

                                       TELECORP MANAGEMENT CORP., INC.

                                       By: /s/ Thomas H. Sullivan
                                          ---------------------------------
                                          Name: Thomas H. Sullivan
                                          Title:  President

In order to induce the Company to execute and deliver the foregoing Management
Agreement, by their execution in the spaces provided below each of the
undersigned hereby agrees to be bound by the provisions of Sections 5(f), 6 and
7 of this Agreement and (subject to the limitations on liability set forth in
Section 8(d)) to use good faith efforts to cause the Manager to perform all of
its obligations pursuant to this Agreement.

/s/ Gerald Vento
----------------------
Gerald Vento

/s/ Thomas H. Sullivan
----------------------
Thomas H. Sullivan


                                       23
<PAGE>

                                   SCHEDULE A

                                   Objectives


                                   Sched. A-1
<PAGE>

                                   SCHEDULE I

---------------------------------------------
                                   Voting
                 Class C Common    Preference
---------------------------------------------
Gerald Vento     105,008           1,545
---------------------------------------------
Thomas Sullivan  65,277            1,545
---------------------------------------------


                                   Sched. I-1
<PAGE>

                                   SCHEDULE II

      Certain Class A Common Stock and Series E Preferred Stock owned by Vento
and Sullivan which are not Extraordinary Event Shares (in aggregate, 5,764,596
shares of Class A Common Stock and 18,220 shares of Series E Preferred Stock)
shall vest as follows.

   Vesting Date                                      Percent of Shares
   ------------                                      -----------------

Vested                                           20%

July 17, 2000                                    15%

July 17, 2001                                    15%

July 17, 2002                                    15%

July 17, 2003                                    15%

Completion of Year 1 and Year 2 of Minimum       10% of the Shares issued at the
Build-Out Plan of the Domestic Market attached       Domestic Market Closing
as Exhibit A

Completion of Year 3 of Minimum                  10% of the Shares issued at the
Build-Out Plan of the Domestic Market                Domestic Market Closing
plus aggregate POP coverage of 60% of
total POPs in the Domestic Market (based
on 1995 POPs, as defined in the
Stockholder's Agreement)

Completion of Year 1 and Year 2 of               10% of the Shares issued at the
Minimum Build-Out Plan of the Puerto                 Puerto Rico Market Closing
Rico Market attached as Exhibit B

Completion of year 3 of Minimum                  10% of the Shares issued at the
Build-Out Plan of the Puerto Rico Market             Puerto Rico Market Closing
plus aggregate POP coverage of 60% of
total POPs in the Puerto Rico Market
(based on 1995 POPs, as defined in the
Stockholder's Agreement)

Total                                            100%


                                  Sched. II-1
<PAGE>

Vesting of Vento's and Sullivan's Extraordinary Event Shares.

Vento's and Sullivan's Extraordinary Event Shares shall vest as follows:

         Vesting Date                                   Percent of Shares
         ------------                                   -----------------

The Effective Date                                            50%

The Effective Date/November 23, 2000                          16 2/3%

November 23, 2001                                             16 2/3%

November 23, 2002                                             16 2/3%

Total                                                        100.00%


                                  Sched. II-2
</TEXT>
</DOCUMENT>
