<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, DC.  20549

                                    FORM 10-Q

                Quarterly Report Pursuant to Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

For the quarterly period ended                    Commission File Number 0-19437
SEPTEMBER 30, 1996

                    CELLULAR TECHNICAL SERVICES COMPANY, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

          DELAWARE                                        11-2962080
- -------------------------------             ------------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                 2401 FOURTH AVENUE, SEATTLE, WASHINGTON  98121
              ----------------------------------------------------
              (Address of Principal Executive Offices)  (Zip Code)

       Registrant's telephone number, including area code:  (206) 443-6400

                                 NOT APPLICABLE
              -----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report.)

          Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to the
filing requirements for the past 90 days.  Yes  X    No
                                               ---      ---

          22,212,708 Common Shares were outstanding as of November 8, 1996.


                                       Page 1


<PAGE>

                         TABLE OF CONTENTS FOR FORM 10-Q


PART I.   FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . 3


ITEM 1.  FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . 3

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . 6


PART II.  OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . .12


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . . . . . . . . .12


                                     Page 2

<PAGE>

                    CELLULAR TECHNICAL SERVICES COMPANY, INC.


                         PART I.  FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS


<TABLE>
<CAPTION>

                                 BALANCE SHEETS
                                   (unaudited)


                                                 SEPTEMBER 30,      DECEMBER 31,
                                                      1996              1995
                                                 --------------     ------------
<S>                                              <C>                <C>

                                     ASSETS
CURRENT ASSETS
  Cash and cash equivalents                      $  3,794,682       $  9,448,255
  Accounts receivable, net                          7,102,405            508,238
  Inventories, net                                  3,991,903          1,947,060
  Prepaid expenses and other current assets           714,870            827,712
                                                 ------------       ------------

    Total Current Assets                           15,603,860         12,731,265

PROPERTY AND EQUIPMENT, net                         2,631,270          2,292,632

SOFTWARE DEVELOPMENT COSTS, net                     3,599,851          3,346,748
                                                 ------------       ------------

TOTAL ASSETS                                     $ 21,834,981       $ 18,370,645
                                                 ------------       ------------
                                                 ------------       ------------

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued liabilities       $  4,308,105       $  1,154,396
  Payroll related liabilities                         530,097            223,222
  Taxes (other than payroll and income)               349,871            197,843
  Deferred revenue and customers' deposits          2,113,150             61,973
                                                 ------------       ------------

    Total Current Liabilities                       7,301,223          1,637,434

STOCKHOLDERS' EQUITY
  Preferred Stock, $0.01 par value per share,
    5,000,000 shares authorized, none issued
    and outstanding
  Common Stock, $0.001 par value per share,
    30,000,000 shares authorized, 22,208,508
    shares issued and outstanding in 1996 and
    21,602,768 in 1995                                 22,209             21,603
  Additional paid-in capital                       22,574,580         20,337,872
  Deficit                                          (8,063,031)        (3,626,264)
                                                 ------------       ------------

    Total Stockholders' Equity                     14,533,758         16,733,211
                                                 ------------       ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $ 21,834,981       $ 18,370,645
                                                 ------------       ------------
                                                 ------------       ------------
</TABLE>


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

The accompanying notes are an integral part of these financial statements.


                                     Page 3

<PAGE>

                    CELLULAR TECHNICAL SERVICES COMPANY, INC.
                            STATEMENTS OF OPERATIONS
                                   (unaudited)



<TABLE>
<CAPTION>

                                              THREE MONTHS ENDED                       NINE MONTHS ENDED
                                                 SEPTEMBER 30,                           SEPTEMBER 30,
                                     ---------------------------------       ---------------------------------
                                           1996                 1995               1996                1995
                                     -------------        ------------       -------------        ------------
<S>                                  <C>                  <C>                <C>                  <C>
REVENUES
  Systems                            $  10,256,842        $  1,056,857       $  13,246,362        $  6,762,048
  Services                                 193,088             809,547             749,171           2,120,124
                                     -------------        ------------       -------------        ------------

Total Revenues                          10,449,930           1,866,404          13,995,533           8,882,172

COSTS AND EXPENSES
  Costs of Systems and Services          7,809,833           1,211,432          10,493,795           3,755,452
  Sales and marketing                      822,921             556,263           2,320,433           1,644,027
  General and administrative               460,424             422,766           2,130,652           1,584,553
  Research and development               1,349,264             999,654           3,702,213           2,696,756
                                     -------------        ------------       -------------        ------------

Total Costs and Expenses                10,442,442           3,190,115          18,647,093           9,680,788
                                     -------------        ------------       -------------        ------------

INCOME (LOSS) FROM OPERATIONS                7,488          (1,323,711)         (4,651,560)           (798,616)

INTEREST INCOME                             46,742             125,290             214,793             350,832
                                     -------------        ------------       -------------        ------------

INCOME (LOSS) BEFORE INCOME TAXES           54,230          (1,198,421)         (4,436,767)           (447,784)

BENEFIT FOR INCOME TAXES                                       (15,000)
                                     -------------        ------------       -------------        ------------

NET INCOME (LOSS)                    $      54,230        $ (1,183,421)      $  (4,436,767)       $   (447,784)
                                     -------------        ------------       -------------        ------------
                                     -------------        ------------       -------------        ------------

NET INCOME (LOSS) PER SHARE          $         .00        $       (.06)      $        (.20)       $       (.02)
                                     -------------        ------------       -------------        ------------
                                     -------------        ------------       -------------        ------------

WEIGHTED AVERAGE SHARES OUTSTANDING     23,588,725          20,364,070          21,857,357          20,004,200
                                     -------------        ------------       -------------        ------------
                                     -------------        ------------       -------------        ------------

</TABLE>


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

The accompanying notes are an integral part of these financial statements.


                                     Page 4

<PAGE>


                    CELLULAR TECHNICAL SERVICES COMPANY, INC.
                            STATEMENTS OF CASH FLOWS
                                   (unaudited)


<TABLE>
<CAPTION>

                                                                                                      NINE MONTHS ENDED
                                                                                                        SEPTEMBER 30,
                                                                                            ----------------------------------
                                                                                                  1996                 1995
                                                                                            --------------        ------------
<S>                                                                                         <C>                   <C>
OPERATING ACTIVITIES
  Net income (loss)                                                                         $  (4,436,767)        $  (447,784)
  Adjustments to reconcile net income (loss) to net cash (used in)
       provided by operating activities:
          Depreciation and amortization of property and equipment                                 576,551             394,074
          Amortization of software development costs                                              820,488             759,742
          Changes in operating assets and liabilities:
             (Increase) decrease in accounts receivable                                        (6,594,167)          1,063,734
             (Increase) in inventories                                                         (2,044,843)           (752,377)
             Decrease (increase) in prepaid expenses and other current assets                     112,842            (389,733)
             Increase (decrease) in accounts payable and accrued liabilities                    3,153,709             (36,371)
             Increase (decrease) in payroll related liabilities                                   306,875            (265,021)
             Increase (decrease) in taxes (other than payroll and income)                         152,028             (89,559)
             Increase (decrease) in deferred revenue and customers' deposits                    2,051,177             (69,470)
                                                                                            -------------         -----------

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                                            (5,902,107)            167,235

INVESTING ACTIVITIES
  Purchase of property and equipment                                                             (915,189)         (1,281,122)
  Capitalization of software development costs                                                 (1,073,591)         (1,393,847)
                                                                                            -------------         -----------

NET CASH USED IN INVESTING ACTIVITIES                                                          (1,988,780)         (2,674,969)

FINANCING ACTIVITIES
  Proceeds from exercise of stock options                                                       2,237,314           2,863,073
                                                                                            -------------         -----------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                                       2,237,314           2,863,073
                                                                                            -------------         -----------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                           (5,653,573)            355,339

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                                9,448,255           9,041,985
                                                                                            -------------         -----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                  $   3,794,682         $ 9,397,324
                                                                                            -------------         -----------
                                                                                            -------------         -----------

</TABLE>


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

The accompanying notes are an integral part of these financial statements.


                                     Page 5

<PAGE>

                    CELLULAR TECHNICAL SERVICES COMPANY, INC.


                          NOTES TO FINANCIAL STATEMENTS

NOTE A - BASIS OF PRESENTATION:

The accompanying unaudited financial statements of Cellular Technical Services
Company, Inc. (the "Company"), including the December 31, 1995 balance sheet
which has been derived from audited financial statements, have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of Regulation
S-X.  Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements.  In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included.  Certain reclassifications have been made in the prior period's
financial statements to conform to the current period's presentation.  The
operating results for the three- and nine-month periods ended September 30, 1996
are not necessarily indicative of the results that may be expected for the
fiscal year ending December 31, 1996.  For further information, refer to the
financial statements and footnotes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1995 and Forms 10-Q for the
three months ended March 31, 1996, and June 30, 1996, respectively.

NOTE B - CONTINGENCIES:

The Company is involved in legal actions and claims arising in the ordinary
course of business.  It is the opinion of management that such litigation will
be resolved without a material adverse effect on the Company's liquidity results
of operations or its financial position.


I
TEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

OVERVIEW

Prior to the current period, the Company's revenues had been primarily 
derived from the Company's Hotwatch-Registered Trademark- Platform and 
related application products and services ("Hotwatch Products") and, to a 
lesser extent, phone rental products which are no longer being marketed by 
the Company.  To address the wireless communications industry's increasing 
need for a product to more effectively combat cloning fraud, a major industry 
problem, the Company has developed the Blackbird-Registered Trademark- 
Platform and related application products and services ("Blackbird 
Products").  The Blackbird Platform has been engineered with an open 
architecture design to allow the Company and others to develop application 
products which could run on or exchange information with it.

In 1995, the Company began conducting trials for the purpose of testing and
evaluating the Blackbird Products.  Since that time, the Company has signed
contracts with AirTouch Cellular ("AirTouch"), Bell Atlantic NYNEX Mobile
("BANM"), GTE Mobilnet of California, L.P. ("GTE") and Ameritech Mobile
Communications, Inc. ("Ameritech") to install the Blackbird Products.

During the current period, the Company recorded its first substantial 
revenues from two of the contracts noted above.  Revenue recognition for the 
Company's systems is based upon performance criteria which vary from customer 
to customer and product to product.  Physical hardware and software delivery, 
definitions of system delivery, and customer acceptance are generally the 
significant factors used in determining revenue recognition.  As a result of 
such performance criteria, only a portion of the system revenues and the 
majority of the system costs are recorded during the early stages of a system 
deployment.  Accordingly, revenues and direct margins recorded by the Company 
can be expected to be lower in earlier periods of deployment and inconsistent 
from quarter to quarter, especially during the initial deployments under new 
contracts.  The resulting deferral of revenue will be recorded in subsequent 
periods as the performance criteria specified in the applicable contract is 
met.

                                     Page 6

<PAGE>

In addition, the Company has incurred substantial operating expenses during 
the early deployments, primarily in the areas of sales and marketing, 
installation and customer support, and in research and development.  
Moreover, the Company expects that its costs and expenses will continue to 
increase in the future, due to a continual need to expend substantial monies 
on research and development, enhanced sales and marketing activities, and 
expansion of customer support capabilities needed to service its products.

The Company's revenue and customer base is currently concentrated among a few 
large domestic cellular carriers due to the significant concentration of 
ownership and/or control of cellular licenses.  As the Company expands its 
domestic and international marketing efforts, and as the wireless 
communications industry expands beyond cellular telephony to include other 
wireless communication services, the Company believes that it will be able to 
diversify its revenue and customer base. The Company's success in exploiting 
these expanded markets and in achieving profitability will depend, among 
other things, on its ability to make its existing and future technology 
commercially acceptable, recognize and successfully adapt to the rapid 
changes in the wireless communications industry (including the anticipated 
growth of digital services) and enhance and expand its manufacturing 
activities concurrent with its growth.

The following discussion and analysis should be read in conjunction with the
unaudited financial data and the notes thereto included in Item 1. of this
Quarterly Report and Management's Discussion and Analysis of Financial Condition
and Results of Operations contained in the Company's Annual Report on Form 10-K
for the year ended December 31, 1995 and Forms 10-Q for the three months ended
March 31, 1996, and June 30, 1996, respectively.

THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1995.

Total revenues increased 460% to $10,449,930 for the three months ended
September 30, 1996 from $1,866,404 for the three months ended September 30, 1995
and the Company had net income of $54,230 , or $.00 per share, compared to a net
loss of $1,183,421, or $.06 per share, for the three months ended September 30,
1995.  The improvement in operating results was primarily attributable to the
initial deployment of the Company's Blackbird Products in the BANM and AirTouch
markets, as previously discussed.

Systems revenues are generated from licensing and sales of the Company's
proprietary software and hardware products, from the sale of third party
equipment sold in support of the proprietary systems, and to a lesser extent,
fees earned associated with the installation and deployment of such systems.
Systems sales revenues increased 871% to $10,256,842 for the three months ended
September 30, 1996 from $1,056,857 for the three months ended September 30,
1995.

Revenues from Blackbird systems amounted to $9,660,000 for the three month
period ended September 30, 1996 and were derived from sales under the agreements
with BANM and AirTouch.  There were no corresponding revenues during the three
month period ended September 30, 1995.

Revenues from Hotwatch systems decreased 32% to $577,000 for the three months 
ended September 30, 1996 from $850,000 for the three months ended September 
30, 1995.  These revenues principally originate from agreements with three 
customers - the AWS Axys agreements and the AWS Hotwatch Products agreement 
(collectively, the "AWS Agreements") between the Company and AT&T Wireless 
Services, Inc. ("AWS"), a license agreement ("LIN/ACC Agreement") between the 
Company and collectively LIN Broadcasting Company ("LIN") and American 
Cellular Communications ("ACC"), subsidiaries of AWS and BellSouth Cellular, 
respectively, and a license agreement with 360DEG.  Communications Company 
(formerly Sprint Cellular Company) ("360DEG.  CC").  The decrease in revenues 
from Hotwatch systems is primarily due to non-recurring third party equipment 
sales recorded during the 1995 period associated with the initial deployment 
of the Hotwatch Products into certain 360DEG.  CC markets and due to the 
non-recurring license sale to a LIN/ACC market in 1995.

Service revenues are derived primarily from maintenance, system monitoring and
related professional services provided in support of the Company's currently
deployed product base.  Service revenues decreased 76% to


                                     Page 7

<PAGE>

$193,088 for the three months ended September 30, 1996 from $809,547 for the 
three months ended September 30, 1995.  This decrease is primarily due to 
approximately $511,000 of non-recurring Hotwatch programming services and 
initial Blackbird Product evaluation revenues recorded during the 1995 
period.  The Company anticipates that service revenues during the remainder 
of 1996 will increase above the amounts recorded during the three month 
period ended September 30, 1996 as a result of the initial deployment of the 
Company's Blackbird systems.

Costs of systems and services are primarily comprised of the cost of proprietary
and third party equipment, amortization of capitalized software development
costs, integration and manufacturing overhead costs incurred in the preparation
and deployment of such systems, and professional service overhead costs incurred
to provide ongoing systems support.  Cost of systems and services increased 545%
to $7,809,833 for the three months ended September 30, 1996 from $1,211,432 for
the three months ended September 30, 1995.  This increase is primarily due to
the direct costs of Blackbird systems sold during the 1996 period that amounted
to approximately $6,825,000.  Costs of systems and services, as a percent of
total revenues, were 75% and 65% for the 1996 and 1995 periods, respectively.
The increase in 1996 is attributable to:  (i) the higher hardware component
costs of system sales for Blackbird Products as compared to Hotwatch Products,
and (ii) deferred revenues that will be recognized in future quarters in
accordance with the Company's revenue recognition practices discussed in the
overview section above.

Sales and marketing expenses increased 48% to $822,921 for the three months
ended September 30, 1996 from $556,263 for the three months ended September 30,
1995.  This increase is primarily attributable to personnel and related costs
incurred in connection with the Company's increased efforts to generate demand
for its products and the costs incurred during both pre- and post-sales
Blackbird contract activities.  To a lesser extent, variable sales incentive
compensation contributed to the 1996 increased expenses.

General and administrative expenses increased 9% to $460,424 for the three month
period ended September 30, 1996 from $422,766 for the three months ended
September 30, 1995 principally due to increased personnel related costs
associated with the continued expansion of the Company's business.

Research and development expenditures include the costs for research, design, 
development, testing, preparation of training and user documentation, and 
fixing and refining features for the software and hardware components 
included in the Company's current and future product lines. Research and 
development costs increased 35% to $1,349,264 for the three months ended 
September 30, 1996 from $999,654 for the three months ended September 30, 
1995 primarily due to continued and expanded investment in the Blackbird 
Products.  Software development costs of $357,000 and $505,000 were 
capitalized during the three months ended September 30, 1996 and September 
30, 1995, respectively, and related primarily to the development of the 
Blackbird Products.  Capitalized development costs declined during the three 
months ended September 30, 1996 primarily due to an increase in 
non-capitalizable research, design, and maintenance activities associated 
with the Blackbird Products. Including capitalized software development 
costs, and contract design and development costs recorded as costs of 
services, gross research and development costs increased 7% to $1,711,000 for 
the three month period ended September 30, 1996.  This increase is 
principally attributable to prototype development expenditures associated 
with the Company's proprietary hardware and legal fees expended to protect 
the Company's intellectual property both in the United States and abroad.

Interest income decreased 63% to $46,742 for the three months ended September
30, 1996 from $125,290.  The decrease was attributable to lower average cash
balances invested at lower average interest rates for the three months ended
September 30, 1996 as compared to the three months ended September 30, 1995.

NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1995

Total revenues increased 58% to $13,995,533 for the nine months ended September
30, 1996 from $8,882,172 for the nine months ended September 30, 1995 and the
Company had a net loss of $4,436,767, or $.20 per share, compared to a net loss
of $447,784, or $.02 per share, for the nine months ended September 30, 1995.
While the increase in revenues is attributable to the Company's recording its
first substantial revenues for its Blackbird Products, the decline in operating
results was primarily attributable to:  (i) inconsistent contract revenue
streams from the Hotwatch Products, (ii) increased efforts and expenditures in
both sales and marketing and research and


                                     Page 8

<PAGE>




development of the Blackbird Products, and (iii) lower system sales margin
resulting from higher initial costs and contract revenue deferrals associated
with early Blackbird system sales (as discussed above).

Systems revenues increased 96% to $13,246,362 for the nine months ended
September 30, 1996 from $6,762,048 for the nine months ended September 30, 1995.

Revenues from Blackbird systems amounted to $10,207,000 for the nine month
period ended September 30, 1996 and were derived from sales under the agreements
with BANM and AirTouch.  There were no corresponding revenues during the nine
month period ended September 30, 1995.

Revenues from Hotwatch systems decreased 53% to $2,897,000 for the nine months
ended September 30, 1996 from $6,195,000 for the nine month period ended
September 30, 1995.  Revenues during both periods were primarily derived from
sales under the AWS, LIN/ACC and 360DEG.  CC Agreements.  Amounts recorded
during the period ended September 30, 1995 included non-recurring revenues of
approximately $1,522,000 under the AWS Agreements and $1,172,000 under the
360DEG.  CC Agreement.  Additionally, sales under the LIN/ACC Agreement
decreased 31% to $639,000 for the nine month period ended September 30, 1996
which is consistent with previously disclosed expectations.

Service revenues decreased 65% to $749,171 for the nine months ended September
30, 1996 from $2,120,124 for the nine months ended September 30, 1995. This
decrease is primarily due to approximately $1,090,000 of non-recurring
programming service and Blackbird system evaluation revenues recorded during the
1995 period.

Cost of systems and services increased 179% to $10,493,795 in 1996 from
$3,755,452 in 1995. This increase is primarily due to the direct costs of
Blackbird systems sold during the 1996 period that amounted to approximately
$7,868,000.  Costs of systems and services, as a percent of total revenues, was
75% and 42% for the 1996 and 1995 periods, respectively.  The increase in 1996
is attributable to:  (i) the higher hardware component of system sales for
Blackbird Products as compared to Hotwatch Products, (ii) deferred revenues that
will be recognized in future quarters in accordance with the Company's revenue
recognition practices discussed in the overview section above, and (iii) a
higher percentage of Hotwatch software license fee revenues in 1995, which had
no corresponding hardware costs.

Sales and marketing expenses increased 41% to $2,320,433 for the nine months
ended September 30, 1996 from $1,644,027 for nine months ended September 30,
1995 as a result of increased personnel and related costs incurred in connection
with the Company's increased efforts to generate demand for its products and the
costs incurred during both pre- and post-sales Blackbird contract activities.

General and administrative expenses increased 34% to $2,130,652 for the nine
month period ended September 30, 1996 from $1,584,553 for the nine months ended
September 30, 1995.  Amounts recorded in the nine months ended September 30,
1996 included approximately $400,000 incurred during the second quarter with
regard to the Company's proposed public offering which was subsequently
withdrawn due to unfavorable stock market conditions.  Additional amounts
recorded during the nine months ended September 30, 1996 included additional
personnel related and overhead costs associated with the continued expansion of
the Company's business.

Research and development costs increased 37% to $3,702,213 for the nine 
months ended September 30, 1996 from $2,696,756 for the nine months ended 
September 30, 1995 primarily due to continued and expanded investment in the 
Blackbird Products.  Software development costs of $1,073,591 and $1,393,847 
were capitalized during the nine months ended September 30, 1996 and 
September 30, 1995, respectively, and related primarily to the development of 
the Blackbird Products.  Capitalized development costs declined during the 
nine months ended September 30, 1996 primarily due to an increase in 
non-capitalizable research, design, and maintenance activities associated 
with the Blackbird Products.  Including capitalized software development 
costs, and contract design and development costs recorded as costs of 
services, gross research and development costs increased 4% to $4,756,000 for 
the nine month period ended September 30,

                                     Page 9

<PAGE>

1996.  This increase is principally attributable to additional legal fees
expended to protect the Company's intellectual property both in the United
States and abroad.

Interest income decreased 39% to $214,793 for the nine months ended September
30, 1996 from $350,832.  The decrease was attributable to lower average cash
balances invested at lower average interest rates for the nine months ended
September 30, 1996 as compared to the nine months ended September 30, 1995.

LIQUIDITY AND CAPITAL RESOURCES

The Company's capital requirements have consisted primarily of funding 
software development, property and equipment requirements, working capital 
and the Company's operating losses.  The Company has historically funded 
these requirements through issuance of Common Stock (including proceeds from 
the exercise of warrants and options) and from operating profits in certain 
periods. On September 30, 1996 the Company's cash balance was $3,794,682 as 
compared to $9,448,255 on December 31, 1995.  The Company's working capital 
decreased to $8,302,637 at September 30, 1996 from $11,093,831 at December 
31, 1995.

Cash used by operating activities amounted to $5,902,107 for the nine months 
ended September 30, 1996, as compared to cash provided by operating 
activities of $167,235 during the same period in 1995.  This increased 
utilization of cash resulted primarily from the increased loss for the nine 
month period ended September 30, 1996, as compared to the same period in 
1995, and to a lesser extent, the net changes in the balances of working 
capital components; (i) accounts receivable increased as a result of the 
initial Blackbird System revenues, (ii) the Company continues to increase its 
proprietary Blackbird hardware inventory to meet anticipated sales demand for 
Blackbird Products during the latter part of 1996 and beyond, (additional 
inventory at September 30, 1996 in an amount exceeding $4,000,000, was on 
order), (iii) the increase in the accounts payable and accrued liabilities 
reflects the increased level of inventory purchases and operating expenses
associated with the expansion of the Company's operations, and (iv) the
increase in deferred revenue and customer deposits reflects billings and/or
cash received in advance of revenues recognized.  During the early stages of
deploying the Blackbird contracts discussed above, the Company may experience
uneven cash flow and operating results.  These factors originate from the
deferred revenue recognition and payment terms contained in these contracts.

Cash utilized by investing activities totaled $1,988,780 and $2,674,969 during
the nine months ended September 30, 1996 and September 30, 1995, respectively.
The Company's capital requirements during such periods were (i) software
development, particularly with respect to the Blackbird Products and (ii)
property and equipment, primarily for furniture, leaseholds, and equipment
associated with expanding the Company's business.  These expenditure levels are
expected to continue in 1996 and 1997 at or above the current levels.  At
September 30, 1996, the Company had no significant commitments for capital
expenditures.  The Company, as part of its growth strategy, would consider the
cost/benefit of purchasing software technology in the event that an attractive
opportunity arises.

During the nine months ended September 30, 1996 and 1995, cash provided by
financing activities was generated from the exercise of stock options issued to
the Company's directors, officers and employees.  Proceeds from these activities
totaled $2,237,314 and $2,863,073 for the nine months ended September 30, 1996
and 1995, respectively.

In November 1996, the Company sold 400,000 shares of common stock to 
investors in a private placement with proceeds to the Company approximating 
$6,500,000. The Company has agreed to file a registration statement for the 
resale of such shares.

Also, in November 1996, the Company obtained a $5,000,000 line of credit from a
major bank.  The line, which is secured by all personal property of the Company,
bears interest at the prime rate plus 3/4% and expires September 30, 1997.


                                     Page 10

<PAGE>

The proceeds from the stock sale and the line of credit will be used to fund 
the Company's growth and provide additional working capital.  No funds have 
been drawn on the line of credit as of this date.

The Company expects to continue to incur substantial expenses in support of
research and development activities, growth of its sales and marketing
organization, support for new products and the anticipated expanded customer
base, enhancing the hardware design and manufacturing processes and
administrative activities.  The Company believes that cash flow anticipated from
its operating activities, existing cash balances, proceeds from the stock sale
(as described above) and cash available under the line of credit (also discussed
above), are sufficient to fund its operations for at least the next 12 months.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

A number of statements contained in this discussion and analysis are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 that involve risks and uncertainties that could
cause actual results to differ materially from those expressed or implied in the
applicable statements.  These risks and uncertainties include but are not
limited to: the Company's dependence on the cellular communications market; its
vulnerability to rapid industry change and technological obsolescence; the
limited nature of its product life, and the uncertainty of market acceptance of
its products; the unproven status of its products in widespread commercial use,
including the risks that its current and future products may contain errors that
would be difficult and costly to detect and correct and that technological
difficulties may in general hinder or prevent commercialization of its present
and future products; potential manufacturing difficulties; potential
difficulties in managing growth; dependence on key personnel; the Company's
limited customer base and reliance on a relatively small number of customers;
the possible impact of competitive products and pricing; the uncertain level of
actual purchases of its products by current and prospective customers under
existing and future agreements; uncertainties in the Company's ability to
implement these agreements sufficiently to permit it to recognize revenue under
is accounting policies (including its ability to meet product performance
criteria contained in such contracts); the results of financing efforts;
uncertainties with respect to the Company's business strategy; general economic
conditions; and other risks described in the Company's Securities and Exchange
Commission filings.


                                     Page 11

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                          PART II.  OTHER INFORMATION


ITEM 2.   CHANGES IN SECURITIES

     On November 12, 1996, the Company sold an aggregate of 400,000 shares of 
Common Stock, par value $.001 per share, for an aggregate cash purchase price 
of $6,500,000 in reliance on the exemption provided by Section 4(2) of the 
Securities Act of 1933 (the "Securities Act"). There was no underwriter or 
placement agent involved in the transaction. In issuing the securities, the 
Company relied on, among other matters, the representation made by each 
purchaser that such purchaser was an "accredited investor" as defined in Rule 
501 of Regulation D promulgated under the Securities Act.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

A)   EXHIBITS

     4.3  Stock Purchase Agreement dated as of November 11, 1996 among the
          Company and the investors specified therein. (1)

     10.1 Master Purchase and License Agreement between the Company and GTE
          Mobilnet of California L.P. dated September 30, 1996 (2)

     10.2 Master Purchase and License Agreement between the Company and
          Ameritech Mobile Communications, Inc. dated October 14, 1996 (2)

     10.3 Master Purchase and License Agreement between the Company and Bell
          Atlantic NYNEX Mobile dated August 27, 1996 (2)

     10.4 Credit Agreement between the Company and Chase Manhattan Bank dated
          November 8, 1996 (1)

     11.1 Computation of Earnings Per Share (1)

     27   Financial Data Schedule (1)

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

     (1)  Filed herewith.

     (2)  Filed herewith, confidential treatment requested pursuant to 
          Rule 24b-2 of the Securities and Exchange Commission.

B)   No reports on Form 8-K were filed during the quarter for which this report
is filed.



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


          CELLULAR TECHNICAL SERVICES COMPANY, INC.

     By:  /s/Michael E. McConnell
          -----------------------
          Michael E. McConnell
          Vice President and Chief Financial Officer
          November 14, 1996


                                     Page 12







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                                                                    EXHIBIT 10.1



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                        MASTER PURCHASE AND LICENSE AGREEMENT

     This Master Purchase and License Agreement is made as of September 30, 
1996, by and between CELLULAR TECHNICAL SERVICES COMPANY, INC., a Delaware 
corporation ("CTS"), and GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP, a 
Delware limited partnership on its own behalf and on behalf of the entities 
listed in the attached SCHEDULE C ("Customer").  In consideration of the 
mutual promises and covenants contained herein and for other good and 
valuable consideration, the receipt and sufficiency of which is hereby 
mutually acknowledged, CTS and Customer hereby agree as follows:

         1.   DEFINITIONS.  Whenever used in this Agreement, the following
terms shall have the following meanings:

              1.1  "Acceptance Test Plan" means the CTS standard form of
Acceptance Test Plan set forth in the attached SCHEDULE E.

              1.2  "Agreement" means this Master Purchase and License Agreement
and the attached Schedules, together with all amendments and supplements which
may be made thereto from time to time.

              1.3  "Customer Facility" means each MTSO, Cell Site, or other
location within a Licensed Market at
 which any Component of a System is
installed or to be installed under this Agreement.

              1.4  "Cell Site" means a cellular radio base station location
consisting of radio, antenna, and power equipment:  (i) which provides cellular
telecommunications service to a particular geographic area; (ii) in which
certain Components of a System are installed in accordance with this Agreement
and an applicable Market Purchase Agreement; (iii) which complies with the
Infrastructure and Environmental Requirements; and (iv) in which a direct
antenna frame hook-up is provided by Customer for the Cell Site System Hardware
installed therein.

              1.5  "Component" means an individual item of the Hardware or
Licensed Programs.

              1.6  "Confidential Information" shall have the same meaning
ascribed to such term in the Nondisclosure Agreement.

              1.7  "Customization" means any modification, enhancement, or
improvement to any Licensed Program that is made by CTS at Customer's request in
accordance with this Agreement, and which is not made generally commercially
available by CTS to other cellular carrier licensees in the United States.

              1.8  "Documentation" means CTS's standard user manual(s) for a
System and all other written explanatory documentation for a System which CTS
furnishes to Customer for purposes of this Agreement (as the same may be
reasonably modified or updated from time to time by CTS with notice to
Customer).  Documentation may include, if applicable, documentation provided to
CTS by its suppliers or licensors to the extent CTS is authorized by them to
provide such documentation to Customer under this Agreement.


MASTER PURCHASE AND LICENSE AGREEMENT                                   PAGE 1


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              1.9  "Fees" means the monies required to be paid by Customer to 
CTS under this Agreement, including without limitation charges for Hardware,
Licensed Programs, out-of-pocket reimbursable expenses, and any other charges
for goods and/or services provided by CTS in connection with this Agreement.

              1.10 "Hardware" means the following with respect to the System
installed or to be installed in a given Licensed Market:  (i) the computer
equipment and peripherals (including any operating system software bundled with
such equipment as supplied by the equipment manufacturer) described in the
applicable Market Purchase Agreement for such System in such quantities as CTS
and Customer agree are necessary to operate the initial configuration of such
System; and (ii) any additional computer equipment and peripherals as CTS and
Customer may, from time to time, agree in writing to add to such System as
Hardware.

              1.11 "Implementation Schedule" means each mutually acceptable
schedule showing the time periods during which CTS and Customer will cause
appropriate persons to begin and complete delivery, installation, and acceptance
testing of particular Components for a System.

              1.12 "Infrastructure and Environmental Requirements" means the
physical, electrical, connectivity, and other infrastructure and environmental
requirements described in Documentation furnished by CTS to Customer (as the
same may be reasonably modified or updated from time to time by CTS with notice
to Customer), which requirements are to be satisfied by Customer at each
Customer Facility in accordance with this Agreement.

              1.13 "Intellectual Property Rights" means any valid patent,
copyright, trade secret, trademark, or other intellectual property right.

              1.14 "License" means the license granted to Customer under
Subsection 2.1, below.

              1.15 "Licensed Programs" means the following with respect to 
the System installed or to be installed in a given Licensed Market:  (i) the 
CTS-owned computer software (including firmware and patches), in object code 
form only, and the Third-Party Software, in object code form only, described 
in the applicable Market Purchase Agreement for such System; (ii) all New 
Releases, Maintenance Releases, and Customizations provided by CTS to 
Customer for such System; and (iii) any additional software, data tables, and 
programs as CTS and Customer may, from time to time, agree in writing to add 
to such System as Licensed Programs.

              1.16 "Licensed Market" means:  (i) the aggregate of the market
areas identified in the attached SCHEDULE C; and (ii) any additional area as CTS
and Customer may, from time to time, agree in writing to add to this Agreement
as a Licensed Market.

              1.17 "Maintenance Release" means a correction of errors, bugs, or
defects in the Licensed Programs which is made generally commercially available
by CTS to its cellular carrier licensees in the United States, and may also
include, at CTS's discretion, any minor modification, enhancement, or
improvement to the Licensed Programs.

              1.18 "Market Purchase Agreement" means the agreement between CTS
and Customer specifying the pricing, sizing, configuration, and Customer's
election of available options for the initial System within each Licensed Market
and/or for an expansion of such System.  Such agreement 

MASTER PURCHASE AND LICENSE AGREEMENT                                   PAGE 2


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shall be based on the CTS standard form Market Purchase Agreement (as the 
same may be reasonably modified or updated from time to time by CTS with 
notice to Customer).

              1.19 "Mobile Telephone Switching Office" or "MTSO" means an
automatic system which constitutes the interfaces for user traffic between a
cellular network and other public switched networks or other mobile telephone
switching offices within the same network or a central control center for mobile
telephone switching centers. 

              1.20 "New Release" means any computer program or portion thereof
which involves any modification, enhancement, or improvement to any Licensed
Programs that is:  (i) made generally commercially available by CTS to its
cellular carrier licensees in the United States; (ii) identified by CTS as
either a "major" or "minor" new release; and (iii) not merely a Maintenance
Release.

              1.21 "Nondisclosure Agreement" means that certain Nondisclosure
Agreement dated as of August 29, 1995, between CTS and Customer with respect to
the protection and security of the Confidential Information of CTS and Customer,
together with all amendments and supplements which may be made to such
Nondisclosure Agreement from time to time.  A copy of the Nondisclosure
Agreement is attached hereto as SCHEDULE H.

              1.22 "Roaming Service Agreement" means that certain Service
Agreement for Real-Time Prevention of Roaming Cloning Fraud dated as of the date
of this Agreement between CTS and Customer.

              1.23 "Specifications" means the functional specifications for a
System as set forth in the attached SCHEDULE D.

              1.24 "Support Services Agreement" means that certain Support 
Services Agreement dated as of the date of this Agreement between CTS and 
Customer.

              1.25 "System" shall mean the combination of the Hardware and
Licensed Programs configured and installed for use by Customer within a
designated Licensed Market in accordance with the terms of this Agreement and an
applicable Market Purchase Agreement.

              1.26 "Third Party" means any person or entity other than CTS or
Customer.

              1.27 "Third-Party Software" means the following with respect to a
given System:  (i) the computer programs described in the applicable Market
Purchase Agreement which are licensed to CTS by Third Parties and which CTS
sublicenses to Customer, in object code form only, as part of the Licensed
Programs, but for which CTS has no source code rights; and (ii) any additional
software, data tables, and programs as CTS and Customer may, from time to time,
agree in writing to add to such System as Third-Party Software.

         2.   LICENSE OF SOFTWARE.

              2.1  GRANT OF LICENSE.  Subject to the terms of this Agreement,
CTS hereby grants to Customer a non-exclusive, non-transferable license (the
"License") to use the Licensed Programs and Documentation for the purpose of
operating a System for its intended use, as described in the Specifications,
within each Licensed Market.  The term of the License granted above [*] Licensed
Programs and Documentation licensed and furnished hereunder for the purpose of
operating Systems 

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installed prior to the expiration or termination of this Agreement, subject 
to continued payment by Customer of all Fees as required by this Agreement 
and subject to the terms of Subsection 14.3, below.

              2.2  LICENSE LIMITATIONS.

                   2.2.1     The License sets forth the entirety of Customer's
rights in connection with the Licensed Programs and Documentation and all
Intellectual Property Rights in connection with the Licensed Programs and
Documentation.  Accordingly, Customer shall not:  (i) use the Licensed Programs
or Documentation for any purpose other than as expressly set forth in Subsection
2.1, above; or (ii) permit any Third Party to use or have access to any Licensed
Programs or Documentation without the express prior written approval of CTS
(except for those officers, directors, employees, or agents of Customer who have
signed confidentiality agreements with CTS or for whom Customer is responsible
under the Nondisclosure Agreement).

                   2.2.2     Without limiting the generality of the foregoing,
Customer shall not directly or indirectly do any of the following (except as
expressly set forth in this Agreement or other written agreement between CTS and
Customer):  (i) sublicense any rights under the License; (ii) print or copy the
Licensed Programs, other than such number of back-up copies as authorized by CTS
in the Documentation for use solely by Customer in accordance with this
Agreement; (iii) print or copy the Documentation, other than copies for use
solely by Customer in accordance with this Agreement and in accordance with the
confidentiality provisions of the Nondisclosure Agreement; (iv) modify or
prepare derivative works of the Licensed Programs or Documentation; (v) reverse
engineer, decompile, disassemble, or otherwise create, or attempt to create, or
assist others to create, the source code form of any Licensed Programs or a
product functionally equivalent to the System or any Licensed Programs, unless
created without the use of any Licensed Programs or other Confidential
Information of CTS; or (vi) remove, obscure, or alter any Intellectual Property
Right or confidentiality notices or legends appearing in or on any Licensed
Programs or Documentation.  In addition, with respect to the notices and legends
described above, Customer shall:  (a) ensure that each copy or reproduction of
all or any portion of the Licensed Programs or Documentation includes all such
notices and legends; and (b) upon CTS's reasonable prior written notice, provide
CTS with reasonable access to Customer's records and facilities for the limited
purpose of auditing and verifying Customer's compliance with the terms of this
Subsection 2.2.2.

              2.3  NEW RELEASES, MAINTENANCE RELEASES, AND CUSTOMIZATIONS.

                   2.3.1     NEW RELEASES.  After the initial installation of a
System within a given Licensed Market, CTS will provide all New Releases for
such System to Customer [*], so long as Customer continuously purchases for such
System the software subscription services described in the Support Services
Agreement and Customer is not in breach or default under this Agreement or the
Support Services Agreement.  Otherwise, CTS, in its discretion, may provide New
Releases for such System to Customer on such terms and conditions and for such
Fees as the parties may mutually agree to in writing.  The parties acknowledge
that New Releases may require the purchase of new or additional hardware or
software.

                   2.3.2     MAINTENANCE RELEASES.  After the initial
installation of a System within a given Licensed Market, CTS will provide all
Maintenance Releases for such initial System to Customer [*], so long as
Customer continuously purchases for such System the basic support services
offered pursuant to the Support Services Agreement and Customer is not in breach
or default under this Agreement or the Support Services Agreement.  Otherwise,
CTS, in its discretion, may provide 

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Maintenance Releases for such System to Customer on such terms and conditions 
and for such Fees as the parties may mutually agree to in writing.

                   2.3.3     CUSTOMIZATIONS.  Customer may, from time to time,
wish to have certain features of the Licensed Programs customized to its
specifications.  CTS shall have the exclusive right to make and deliver such
Customizations.  Any work performed to make Customizations shall be on such
terms, conditions, and procedures and for such fees as CTS and Customer may
mutually agree to in writing.  The parties agree that the provisions of this
Subsection do not restrict the rights of Customer to develop and make
applications to interface with CTS products on terms, conditions, and procedures
and for fees as the parties may mutually agree to in writing.

         3.   SUPPLY OF HARDWARE.

              3.1  FROM CTS.  Subject to the terms of this Agreement, CTS
hereby agrees to sell, and Customer hereby agrees to buy, the Hardware described
in the applicable Market Purchase Agreement for a given System in such
quantities as CTS and Customer agree are necessary to operate such System.

              3.2  FROM THIRD PARTIES.  Notwithstanding Subsection 3.1, 
above, Customer may purchase quantities of the CTS-certified Hardware 
specified in the attached SCHEDULE B either from CTS or Third Parties 
approved in advance and in writing by CTS, subject to the terms of this 
Agreement.  CTS-certified Hardware purchased from Third Parties will be 
subject to an integration Fee as specified in the attached SCHEDULE A.  CTS 
may, from time to time, update the list of CTS-certified Hardware specified 
in SCHEDULE B with written notice to Customer. Except as specifically set 
forth herein, CTS shall have no liability with respect to any Hardware 
components supplied by any person or entity other than CTS.

         4.   SYSTEM DEPLOYMENTS.

              4.1  COMMITMENTS FOR SYSTEM DEPLOYMENTS.

                   4.1.1     MINIMUM COMMITMENT.  As partial consideration for
[*], as set forth in the [*], Customer hereby commits to purchase from CTS such
quantities of Components such that the aggregate size of all Systems within the
Licensed Markets shall be [*].  If Customer does not purchase from CTS such
minimum quantities of Components on or before [*], then CTS may, at its election
and upon written notice to Customer, [*] granted by CTS to Customer with respect
to [*].

                   4.1.2     FORECASTS.  As of the date of this Agreement, and
at the end of each calendar quarter during the term of this Agreement, Customer
will provide CTS with a written rolling forecast of Customer's estimated
purchases of Components hereunder (both in terms of Cell Site expansion and
dollar value) for the ensuing twelve-month period.  ALL FORECASTS ARE FOR
PLANNING PURPOSES ONLY AND ARE NON-BINDING.  All forecasts shall be made in good
faith and reflect Customer's best estimates after due consideration.  All
purchases hereunder shall be made only pursuant to mutually acceptable Market
Purchase Agreements, as described in Subsection 4.2, below.

              4.2  SYSTEM DEPLOYMENTS IN GENERAL.  The parties hereby agree
that the initial System in a given Licensed Market, and each expansion of such
System, will be deployed for commercial use pursuant to the terms and conditions
of this Agreement and a Market Purchase 

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Agreement for such Licensed Market. Each Market Purchase Agreement must be 
executed by an authorized representative of Customer and an officer of CTS at 
the vice president level or higher.  Each System deployment shall:  (i) 
consist of the combination of the Hardware and Licensed Programs identified 
in the applicable Market Purchase Agreement; (ii) be installed at the 
Customer Facilities and in accordance with the Implementation Schedule 
identified in the applicable Market Purchase Agreement; (iii) be supported 
pursuant to the support services options selected by Customer in the 
applicable Market Purchase Agreement; (iv) be subject to the Fees and payment 
terms set forth in Section 9, below, and in the attached SCHEDULE A; and (v) 
be subject to acceptance testing in accordance with Section 7, below, and the 
Acceptance Test Plan set forth in the attached SCHEDULE E.

              4.3  GOVERNING TERMS.  This Agreement shall govern all terms of
the license of Licensed Programs and sale of Hardware from CTS, except as set
forth in the applicable Market Purchase Agreement.  In no event shall any terms
and conditions of any other document alter or amend any provision of this
Agreement, the applicable Market Purchase Agreement, or otherwise control,
unless CTS and Customer specifically agree in writing that such terms shall
control.

         5.   DELIVERY AND INSTALLATION; CHANGES AFFECTING A SYSTEM.

              5.1  DELIVERY.

                   5.1.1     SHIPMENT.  Components to be delivered by CTS under
a Market Purchase Agreement will be delivered to a freight carrier at CTS's
facilities in Seattle, Washington U.S.A. or at such other locations as CTS may
specify from time to time.  Such Components will be delivered in accordance with
the terms of this Agreement, the applicable Market Purchase Agreement, and on an
Implementation Schedule agreed upon by both CTS and Customer.  CTS reserves the
right to make partial shipments and to make shipments at times convenient to
CTS; PROVIDED, that in each case CTS shall meet the applicable Implementation
Schedule in all material respects except as otherwise provided under this
Agreement or any other written agreement between CTS and Customer.

                   5.1.2     TITLE.  Title to Hardware purchased from CTS shall
pass to Customer upon CTS's delivery thereof to a freight carrier at CTS's
facilities in Seattle, Washington U.S.A. or at such other locations as CTS may
specify from time to time.  

                   5.1.3     INSURANCE, SHIPPING CHARGES, AND RISK OF LOSS. 
All Fees are F.O.B. at CTS's facilities in Seattle, Washington  U.S.A.  In 
addition to the Fees described in Section 9, below, and in the attached 
SCHEDULE A, Customer shall pay all insurance, freight, brokerage, and 
handling charges associated with all shipments of Components.  Customer shall 
insure the contents of such shipments against damage and risk of loss during 
shipment and thereafter.  CTS shall assume no liability in connection with 
such shipments; PROVIDED, HOWEVER, that CTS shall take directions from 
Customer and otherwise assist Customer in coordinating such shipments.  In 
the absence of specific written instructions from Customer, CTS shall select 
the freight carrier for shipments from CTS, but such freight carrier shall 
not be construed as CTS's agent.

              5.2  INSTALLATION AND READINESS OF CUSTOMER FACILITIES.

                   5.2.1     TECHNICAL MANAGERS.  Customer and CTS shall each 
designate and provide the other party with the name, address, and telephone 
number of one (1) primary and one (1) back up technical manager for overall 
coordination between Customer and CTS with respect to the installation and 
acceptance of Components for Systems.  The initial technical managers of 
Customer and 

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CTS for such overall coordination are identified in the attached SCHEDULE G.  
Each party shall have the right to replace technical managers by providing 
notice of such replacement to the other party.

                   5.2.1     INSTALLATION.  For each installation of Components
at a Customer's MTSO (or other location at which regional processors for a
System are installed or to be installed), CTS will perform the installation,
subject to the terms and conditions of this Agreement and the Fees set forth in
SCHEDULE A.  For each installation of Components at a Cell Site, Customer, at
its option, may perform the installation itself or request that the installation
be performed by CTS, subject to the terms and conditions of this Agreement and
the Fees set forth in SCHEDULE A.  Prior to any installation by Customer or any
mutually acceptable Third Party, the installers for such entities must first
complete CTS training for such installation as set forth in the attached
SCHEDULE F.  CTS and Customer agree to use commercially reasonable efforts to
effect installations of Components in accordance with the applicable
Implementation Schedule.  

                   5.2.3     READINESS OF CUSTOMER FACILITIES.  Customer 
shall maintain Customer Facilities in compliance with the Infrastructure and 
Environmental Requirements at all times during the term of this Agreement. 
Customer shall certify compliance with the Infrastructure and Environmental 
Requirements with respect to each Customer Facility at the times specified in 
the applicable Implementation Schedule.  If, upon inspection, CTS determines 
that the Infrastructure and Environmental Requirements are not met,  CTS will 
promptly notify Customer, and Customer shall cure the Infrastructure and 
Environmental Requirements defects within [*] of receipt of CTS's notice.  
If, in the reasonable opinion of CTS, all Infrastructure and Environmental 
Requirements are not met within such [*], then CTS shall be entitled to 
reschedule the installation as CTS deems reasonable and Customer shall pay 
CTS's costs and expenses attributable to any such rescheduling as set forth 
in Section 9, below.

              5.3  CHANGES AFFECTING A SYSTEM.

                   5.3.1     CHANGES TO CUSTOMER EQUIPMENT OR SOFTWARE.  If 
Customer plans to install new or additional switching equipment or software 
for its switch, or data networking or other equipment or software, or if 
Customer is informed by its provider of switching, interconnection, or other 
equipment or software that new or additional equipment or software will be 
installed, Customer will notify CTS in writing if such installation could 
reasonably be expected to adversely affect a System, as soon as reasonably 
possible prior to such installation (but at a minimum Customer will provide 
such advance notice as Customer customarily provides other vendors who 
interface with its cellular networks).  In such notice, Customer will specify 
in detail the changes and their effects, if known, and will cooperate with 
CTS in determining such effects as soon as practicable after such notice, 
and, in any event, prior to such installation.  After receipt of the notice 
described above, and so long as Customer is not in breach or default under 
this Agreement, CTS will use commercially reasonable efforts to determine 
whether any modifications are required to the affected System due to any such 
new or additional equipment or software and, if such modifications are 
required, CTS will use commercially reasonable efforts to provide the same on 
such terms and conditions and for such additional fees as the parties may 
mutually agree to in writing.  Except as the parties otherwise expressly 
agree to in writing:  (a) the performance warranties set forth in Subsections 
11.2 and 11.3, below, will not apply if any Components are materially and 
adversely affected by any of the new or additional equipment or software 
described in this Subsection; and (b) the warranties set forth in Subsection 
11.4, below, will not apply to the System if its performance at the time of 
testing under SCHEDULE I is materially and adversely affected by any of the 
new or additional equipment of software described in this Subsection.

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                   5.3.2     MAINTENANCE, RELOCATION, CONNECTION, OR 
DISCONNECTION OF A SYSTEM.  Customer may repair, replace, relocate, connect, 
or discount Components of a System, provided that the same is performed in 
accordance with this Agreement, the Support Agreement, and CTS-approved 
policies and procedures.  For any disconnection performed in accordance with 
this Subsection, the warranties set forth in Section 11, below, applicable 
the affected System shall be suspended upon such disconnection and remain 
suspended until such System is either reconnected in accordance with 
CTS-approved policies and procedures, or is certified by CTS to be 
appropriately reconnected and operating in proper working order.  If any 
repair, replacement, relocation, connection, or disconnection of a Component 
of a System performed by Customer or its agent is not performed in accordance 
with this Agreement, the Support Agreement, and CTS-approved policies and 
procedures, then:  (a) the warranties set forth in Subsections 11.2 and 11.3, 
below, applicable to such Component shall automatically terminate if such 
action by Customer materially and adversely affects such Component; and (b) 
the warranties set forth in Subsection 11.4, below, applicable to such System 
shall automatically terminate if such action by Customer materially and 
adversely affects [*].

         6.   RESCHEDULING.

              6.1  RESCHEDULING BY WRITTEN NOTICE.  Either party may 
reschedule any scheduled shipment of Components from CTS upon written notice 
to the other party not less than ten (10) days prior to the scheduled 
shipment of such Components.  In addition, either party may reschedule all or 
any part of an Implementation Schedule upon written notice to the other party 
not less than ten (10) days prior to any scheduled item on the Implementation 
Schedule affected by such rescheduling.  No shipment or scheduled item on an 
Implementation Schedule may be rescheduled to a time later than thirty (30) 
days from the initially scheduled time without the express written consent of 
both parties, except as otherwise provided herein.  If in CTS's opinion any 
rescheduling affects other scheduled shipments or installations of 
Components, CTS may reschedule such other shipments or installations as is 
reasonable given the circumstances. Customer shall pay CTS's out-of-pocket 
costs and expenses attributable to any rescheduling by or due to the fault of 
Customer, as set forth in Section 9.  CTS shall pay Customer's out-of-pocket 
costs and expenses attributable to any rescheduling by or due to the fault of 
CTS.

              6.2  DELAYS BEYOND REASONABLE CONTROL.  If any Component 
shipped from CTS is lost or damaged during shipment, CTS will use reasonable 
efforts to reschedule a replacement shipment to meet the applicable 
Implementation Schedule.  CTS shall not be liable for delays in any 
Implementation Schedule or any other delivery, shipment, installation, or 
acceptance testing of Components due to delays beyond its reasonable control. 
In the event of any such delay, all scheduled items on any Implementation 
Schedule and other deliveries, shipments, installations, and acceptance 
testing of Components affected by such delay shall be extended for a period 
equal to the period of the delay, except as the parties otherwise expressly 
agree to in writing.  If any delivery of Components material to a System is 
delayed in excess of [*] due to no fault of CTS, then the exclusive remedy of 
Customer shall be the right to cancel any outstanding Market Purchase 
Agreement affected by such delay.

         7.   ACCEPTANCE.

              7.1  ACCEPTANCE TESTING.  After installation of the initial 
configuration of a System within a given Licensed Market, representatives of 
CTS and Customer will perform acceptance testing upon the System in 
accordance with the Acceptance Test Plan.  Acceptance testing will commence 
upon certification by CTS that the System is ready for testing (the "Start 
Date").  Thereafter, 

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CTS and Customer will conduct acceptance tests using simulated and/or actual 
data in accordance with the Acceptance Test Plan for a period not to exceed 
[*] from the Start Date (the "Acceptance Testing Period").  Upon the 
conclusion of the Acceptance Testing Period, Customer shall complete and 
execute a copy of the Acceptance Test Plan, which shall state with 
specificity any aspects of the System's performance which do not materially 
perform in accordance with the Acceptance Test Plan.  The System will be 
deemed accepted by Customer if:  (i) the Acceptance Test Plan completed and 
executed by Customer does not specify any such non-conformities; (ii) 
Customer does not complete, execute, and deliver to CTS an Acceptance Test 
Plan specifying any such non-conformities within [*] after the expiration of 
the Acceptance Testing Period;  (iii) Customer commences commercial use of 
the System (I.E., use of the System in connection with Customer subscribers) 
after conclusion of the Acceptance Testing Period; or (iv) in the event of a 
dispute as to the performance of the System, an executive panel of the 
parties or an arbitration panel concludes that the System is materially 
performing in accordance with the Acceptance Test Plan, as provided in 
Subsection 7.3, below.

              7.2  CORRECTION OF NON-CONFORMITIES.  If the Acceptance Test Plan
described in Subsection 7.1, above, specifies aspects of an initial System's
performance which do not materially perform in accordance with the Acceptance
Test Plan (and if the System is not otherwise deemed accepted by Customer under
Subsection 7.1, above), then, within ten (10) days after CTS's receipt of such
executed Acceptance Test Plan, CTS will submit to Customer a written action
plan, which will outline CTS's proposed course of action for resolution of the
non-conformities and a timetable for re-testing the System in accordance with
Subsection 7.1, above.  Within ten (10) days after CTS's submission of the
proposed action plan, the parties will agree on a final action plan, and CTS
will thereafter work diligently to implement such final action plan.  Customer
will make available to CTS all resources and facilities reasonably necessary to
implement the final action plan, and will fully cooperate with CTS's efforts. 
Upon the conclusion of a re-testing period specified in the final action plan,
Customer shall complete and execute a copy of the Acceptance Test Plan (or final
action plan) in the manner specified in Subsection 7.1, above.  The provisions
of Subsection 7.1, above, shall apply to determine whether the System is deemed
accepted by Customer after such re-testing.  If CTS is unable to correct the
non-conformities within the timetables and retesting periods described in the
final action plan so that the initial System materially performs in accordance
with the Acceptance Test Plan, then Customer may, at its election, terminate the
License and the obligations of the parties hereunder as it applies to such
System by providing CTS with written notice of termination within thirty (30)
days after expiration of the timetables and re-testing periods described in the
final action plan.

              7.3  RESOLUTION OF DISPUTES OVER ACCEPTANCE.

                   7.3.1     The parties agree to settle any dispute arising 
out of the acceptance testing provisions described in this Section 7 through 
consultation and negotiation in good faith and in the spirit of mutual 
cooperation.  Accordingly, if, after the conclusion of any Acceptance Testing 
Period or re-testing period described in this Section 7, the parties dispute 
whether the initial System is materially performing in accordance with the 
applicable Acceptance Test Plan, the parties agree to meet to try to resolve 
the dispute within fourteen (14) days after one party delivers a written 
request for a meeting to the other party.  Such meeting shall be attended by 
individuals with decision-making authority to attempt, in good faith, to 
negotiate a resolution of the dispute prior to pursuing other available 
remedies.  If, within fourteen (14) days after such meeting, the parties have 
not succeeded in negotiating a resolution of the dispute, then either party 
may commence arbitration under Subsection 7.3.2, below, by delivering a 
written demand for arbitration to the other party.  

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                   7.3.2     If either party commences arbitration in the 
manner described above, the dispute will be subjected to binding arbitration 
before a panel of three (3) independent arbitrators.  Such arbitration shall 
be held in [*], in accordance with the then-current Commercial Arbitration 
Rules of the American Arbitration Association, as modified to be consistent 
with this Subsection.  Such arbitrators shall be selected by mutual agreement 
of the parties, or failing such agreement within fourteen (14) days after 
delivery of the original written demand for arbitration, each party shall 
select one arbitrator and the two selected arbitrators shall mutually agree 
upon the selection of a third arbitrator within thirty (30) days from 
delivery of the original written demand for arbitration.  The arbitrators 
shall have the authority to require the submission (at a hearing or 
otherwise) of such documents, information, testimony, and other items as the 
arbitrators may deem necessary to make a fair and reasonable decision.  
Within forty-five (45) days after the appointment of the arbitrators, the 
arbitrators will render a written decision.  The arbitrators shall be limited 
to addressing the issues in dispute arising out of the acceptance testing 
provisions described in this Section 7 and interpreting the applicable 
provisions of this Agreement and the applicable Market Purchase Agreement in 
connection with such issues.  The parties agree that the System shall be 
deemed accepted for purposes of this Agreement if the arbitrators conclude 
that the System is materially performing in accordance with the applicable 
Acceptance Test Plan.  A judgment upon the award rendered by the arbitrators 
may be entered in any court having jurisdiction thereof and shall constitute 
a final adjudication of all matters submitted to arbitration.  The 
arbitrators shall, as part of their written decision, award attorneys' fees 
and related expenses in accordance with Subsection 16.11, below.  The costs 
of all arbitration services, however, shall be shared equally by the parties.

              7.4  APPLICATION TO SUBSEQUENT INSTALLATIONS.  The provisions 
of this Section 7 shall also apply to the acceptance of Components installed 
on a System after the initial installation of such System, except that:  (i)  
CTS and Customer shall first test the newly-installed Components and 
subsequently test the System after integration of the newly-installed 
Components; (ii) Customer may reject such newly-installed Components in the 
manner described in Subsection 7.1; (iii) CTS shall correct any 
non-conformities in the manner described in Subsection 7.2; and (iv) if CTS 
does not correct such non-conformities within the designated timetables and 
re-test periods, then Customer may terminate the obligations of the parties 
only with respect to such newly-installed Components.

              7.5  [*].  CTS and Customer agree to [*] described in 
Subsection [*].

         8.   TRAINING, SUPPORT, AND OTHER SERVICES.

              8.1  TRAINING SERVICES.  For the initial deployment of a System 
within a Licensed Market, CTS will provide training classes for Customer as 
set forth in the attached SCHEDULE F and in accordance with the initial 
Implementation Schedule for such System.  Upon request, CTS will provide 
additional training upon such terms and conditions and for such Fees as the 
parties may mutually agree to in writing.

              8.2  SUPPORT SERVICES.  Subject to the terms of this Agreement,
CTS will offer software and hardware maintenance services, System monitoring
services, and software subscription services for each System, pursuant to the
Fees and other terms set forth in the Support Services Agreement.  Customer will
select support for each System as set forth in the Support Services Agreement. 
Such selection will be made as part of the applicable Market Purchase Agreement
for such System.

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              8.3  SOURCE CODE [*].  CTS will deposit into escrow and 
maintain throughout the term of the License:  (i) one (1) copy of the source 
code for the CTS-owned Licensed Programs (I.E., only Licensed Programs to 
which CTS has source code rights); and (ii) one (1) copy of [*].  Such 
materials will be deposited in escrow in Seattle, Washington, pursuant to 
CTS's standard form Source Code Escrow Agreement among CTS, Customer, and an 
escrow holder approved by CTS and Customer.

              8.4  ROAMING FRAUD PREVENTION SERVICES.  Subject to the terms 
of this Agreement, CTS will offer services to Customer for the real-time 
prevention of cellular roaming cloning fraud, pursuant to the terms and 
conditions and for the fees set forth in the Roaming Service Agreement.

         9.   COMPENSATION.

              9.   FEES.  In consideration for the rights, warranties, and
covenants provided by CTS hereunder, Customer hereby agrees to pay the Fees
specified in the attached SCHEDULE A when due as set forth in such Schedule.

              9.2  STANDARD TERMS.

                   9.2.1     In addition to the Fees and other charges required
to be paid by Customer to CTS hereunder, Customer shall pay (or, at CTS's
election, reimburse CTS) for all network interconnection costs, switch
interconnection and interface charges, System telecommunications costs, and all
federal, state, and local taxes and withholding requirements in connection with
the transactions contemplated by this Agreement and each Market Purchase
Agreement.  Such taxes specifically include, without limitation, excise, sales,
use and royalty taxes, withholding taxes and related requirements, value-added
taxes, all similar taxes and charges now in effect or enacted in the future, and
all interest and penalties which may result from the failure to pay any of such
taxes or charges.

                   9.2.2     If any delay in meeting the Infrastructure and 
Environmental Requirements causes the CTS installers or other personnel to 
remain longer than the scheduled installation days, or to make additional 
trips to Customer Facilities, then, in addition to the Fees specified in 
SCHEDULE A, Customer shall pay all additional travel and lodging expenses 
plus CTS's then-current day charge for each day that each installer or other 
personnel is required to be at the installation site beyond the scheduled 
number of days.

                   9.2.3     If any shipment or installation is rescheduled or
delayed by Customer or due to the fault of Customer, then Customer shall pay
CTS's costs and expenses attributable to such rescheduling or delay, including
without limitation increased costs of Components, all costs and charges
associated with CTS's prepayment of Components and storage charges.

                   9.2.4     Except as otherwise expressly set forth in this
Agreement or any Schedule hereto:  (i) CTS will invoice Customer for amounts to
be paid hereunder, and Customer will pay such invoice [*]; (ii) Customer shall
not be entitled to the return or reimbursement of any compensation paid to CTS
pursuant to this Agreement; and (iii) all Fees and other charges hereunder shall
be paid to CTS in immediately available funds in United States Dollars.

                   9.2.5     If Customer fails to pay any sum when due and 
payable, Customer shall pay interest at a rate of one and one-half percent 
(1.5%) per month, accruing from the due date of such payment until paid, or 
the maximum rate permitted by applicable law if lower.  If CTS is 

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entitled to the sums sought to be collected, it shall also be entitled to 
receive all costs expended by CTS in collecting those sums, including without 
limitation reasonable attorneys' fees.

         10.  PROPRIETARY RIGHTS.

              10.1 INTELLECTUAL PROPERTY RIGHTS.  

                   10.1.1    The License shall not transfer any title to or 
ownership in the Licensed Programs or Documentation, or any Intellectual 
Property Rights in connection with the Licensed Programs and/or 
Documentation, from CTS to Customer.  Accordingly, subject only to the 
License, all right, title, and interest in and to the Licensed Programs and 
Documentation, and all Intellectual Property Rights in connection with the 
Licensed Programs and/or Documentation, are and shall at all times remain the 
exclusive property of CTS or its licensor(s).  CTS may use, sell, assign, 
transfer and license rights relating to the Licensed Programs and/or 
Documentation to any Third Party for any purpose free from any claim of 
Customer.

                   10.1.2    CTS and Customer each own certain trade names, 
logos, trademarks, and service marks used in identifying and marketing their 
respective technology, products, and services (collectively, "Trademarks"). 
Each party recognizes and consents for all purposes that all Trademarks of 
the other party, whether or not registered, constitute the exclusive property 
of such other party and will not be used except as approved by such other 
party in advance and in writing, nor shall either party use any confusingly 
similar Trademarks of the other party.  Nothing contained in this Agreement 
shall be construed as conferring any additional rights upon either party to 
use in advertising, publicity, or other promotional activities any Trademark 
of the other party.

              10.2 CONFIDENTIAL INFORMATION.  The parties acknowledge that 
each party may disclose additional Confidential Information to the other 
party or its representatives in furtherance of the transactions contemplated 
by this Agreement.  Therefore, notwithstanding anything to the contrary, the 
Nondisclosure Agreement is hereby amended such that all Confidential 
Information of a party disclosed to the other party or any of its 
representatives at any time during the term of this Agreement shall be 
considered Confidential Information of the disclosing party and shall be 
subject to the operative provisions of the Nondisclosure Agreement.  Customer 
hereby agrees to ensure that each of its representatives who receives 
Confidential Information of CTS complies with the terms of the Nondisclosure 
Agreement, as amended hereby, to the same extent as if such representative 
had executed the Nondisclosure Agreement, as amended.  CTS hereby agrees to 
ensure that each of its representatives who receives Confidential Information 
of Customer complies with the terms of the Nondisclosure Agreement, as 
amended hereby, to the same extent as if such representative had executed the 
Nondisclosure Agreement, as amended. All Confidential Information of CTS is 
and shall at all times remain the exclusive property of CTS, and all 
Confidential Information of Customer shall at all times remain the exclusive 
property of Customer.  For purposes of this Subsection, "representatives" 
means the officers, directors, employees, agents, and affiliates of a party.

         11.  WARRANTIES AND COVENANTS.

              11.1 INTELLECTUAL PROPERTY RIGHTS.  CTS hereby warrants to 
Customer that, subject to the provisions of Subsection 12.1.3, below, each 
System furnished by CTS hereunder, if used by Customer in accordance with the 
terms of this Agreement, is free of any valid claim by a Third Party that the 
System infringes an existing United States Intellectual Property Right of 
such Third Party.

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Customer's exclusive remedy for breach of the warranty set forth in this 
Subsection 11.1 is set forth in Subsection 12.1, below.

              11.2 SOFTWARE PERFORMANCE.  For each System within a given 
Licensed Market, CTS hereby warrants and covenants to Customer that the 
Licensed Programs (excluding the Third-Party Software) eligible for software 
maintenance services under the Support Services Agreement, when used in 
conjunction with the Hardware necessary for operation of such System and with 
Customer's properly-operating cellular network, and when all relevant 
Infrastructure and Environmental Requirements are satisfied, will materially 
perform in accordance with their Specifications for so long as Customer 
continuously purchases for such System such software maintenance services 
under the Support Services Agreement.  Customer's exclusive remedy for breach 
of such warranty (without limiting the remedies provided under Subsection 
11.4, below) shall be correction by CTS, at no additional charge to Customer, 
of any errors or malfunctions in such Licensed Programs found not to be in 
compliance with such warranty, in accordance with the terms of the Support 
Services Agreement; PROVIDED, HOWEVER, that CTS shall have no obligation to 
make such corrections if Customer is in breach or default under this 
Agreement or if Customer fails to promptly notify CTS in writing upon 
discovery of such errors or malfunctions.  If a correction of an error or 
malfunction is commercially impractical, CTS may provide Customer with a 
commercially reasonable circumvention of such error or malfunction.

              11.3 HARDWARE PERFORMANCE.  For each System within a given 
Licensed Market, CTS hereby warrants and covenants to Customer that the 
CTS-proprietary Hardware purchased from CTS for installation in Cell Sites, 
when used in conjunction with the Licensed Programs necessary for operation 
of such System and with Customer's properly-operating cellular network, and 
when all relevant Infrastructure and Environmental Requirements are 
satisfied, will materially perform in accordance with their Specifications 
for [*].  Customer's exclusive remedy for breach of such warranty (without 
limiting the remedies provided under Subsection 11.4, below) shall be either 
repair or replacement by CTS, at its expense and in its discretion, of any of 
such Hardware found not to be in compliance with such warranty, in accordance 
with the terms of the Support Services Agreement; PROVIDED, HOWEVER, that CTS 
shall have no obligation to repair or replace such Hardware if Customer is in 
breach or default under this Agreement or if Customer fails to promptly 
notify CTS in writing upon discovery of such errors or malfunctions.  For all 
other Hardware components purchased from CTS, CTS will pass through to 
Customer the warranties that CTS receives from its vendor for such Hardware 
components, to the extent that such vendor will honor such warranties for 
Hardware supplied by CTS to Customer.

              11.4 [*].  CTS hereby covenants to Customer that it [*] as 
specified therein.  Customer's exclusive remedies for breach of such terms 
are [*].

              11.5 NO WARRANTIES OTHER THAN EXPRESS WRITTEN.  EXCEPT AS 
EXPRESSLY SET FORTH IN THIS SECTION 11, CTS MAKES NO REPRESENTATIONS, 
WARRANTIES, OR GUARANTIES OF ANY KIND (INCLUDING WITHOUT LIMITATION 
PERFORMANCE WARRANTIES), EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH 
RESPECT TO THE SYSTEM, HARDWARE, LICENSED PROGRAMS, DOCUMENTATION, OR ANY 
OTHER ITEMS OR SERVICES COVERED BY OR FURNISHED UNDER THIS AGREEMENT, 
INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY (I) OF MERCHANTABILITY, 
(II) OF FITNESS FOR A PARTICULAR PURPOSE, OR (III) ARISING FROM COURSE OF 
PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.

         12.  INDEMNIFICATION.

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              12.1 SYSTEM INFRINGEMENT.

                   12.1.1    CTS will defend, at its expense, any Third Party 
claim brought against Customer based on an infringement which, if proven, 
would result in a breach of the warranty set forth in Subsection 11.1, above; 
PROVIDED, that:  (i) Customer promptly delivers written notice of such claim 
to CTS, together with copies of all related court documents involving such 
claim; and (ii) Customer provides CTS with full and complete information and 
reasonable assistance for the defense of such claim as reasonably requested 
by CTS.  In addition, subject to the terms of this Agreement, CTS will 
indemnify and hold harmless Customer from and against any and all damages and 
costs awarded by final judgment against Customer as a result of such claim, 
or, if any compromise or settlement is made with respect to such claim, CTS 
will pay all amounts agreed to by CTS in settlement of the claim.  CTS shall 
have full and complete authority to defend and settle such claim.

                   12.1.2    If, in any proceeding involving a Third Party 
claim described in Subsection 12.1.1, above, a System is held to constitute 
an infringement of a Third Party's United States Intellectual Property Right 
and use of such System is enjoined, or if in CTS's opinion any such 
infringement is likely to occur, CTS, at its option and expense, may either:  
(i) obtain the right for Customer to continue use of the System by license, 
release from claim of infringement, or by other appropriate means; (ii) 
modify the System to make it non-infringing; (iii) replace the System with a 
non-infringing system of like functionality; or (iv) if election of either of 
the above clauses (i), (ii) or (iii) are impractical in CTS's reasonable 
judgment, after using reasonable efforts for a reasonable period of time 
under the circumstances, CTS may terminate this Agreement and the License 
granted herein with respect to such System by providing Customer with written 
notice of such termination.  If, pursuant to clause (iv) above, CTS 
terminates this Agreement and the License with respect to a System, then:  
(a) Customer shall, at CTS's request, either promptly return the System to 
CTS or destroy the same; and (b) Customer as its exclusive remedy shall be 
entitled to a refund equal to the License Fees and Hardware Fees described in 
SCHEDULE A which specifically pertain to such System and which Customer 
actually paid to CTS, which refund CTS may reduce by a reasonable sum for 
use, depreciation, and amortization.

                   12.1.3    Notwithstanding anything to the contrary, CTS 
shall have no liability under this Agreement for any claim which:  (i) 
pertains to a System which has been altered or modified without CTS's prior 
written approval, unless the use of an unaltered or unmodified version of the 
System is shown to constitute the infringement; (ii) use of the System in 
combination or conjunction with any item not furnished by CTS, unless the use 
of the System is shown to constitute the infringement when not used in 
combination or conjunction with the item not furnished by CTS; or (iii) 
identifies any Third-Party Software or Hardware (other than CTS-proprietary 
Hardware purchased from CTS for installation in Cell Sites) as forming the 
basis of such infringement.

              12.2 OTHER INDEMNIFICATION.

                   12.2.1    BY CUSTOMER.  Customer acknowledges that CTS has 
no control over the business activities of Customer, its cellular networks or 
other systems, the quality of telecommunications transmissions, or the content
of the data transmitted.  Accordingly, Customer will defend, at its expense, 
any and all Third Party claims brought against CTS arising from the operation 
of the cellular networks or other business activities of Customer, except to 
the extent that any Third Party claim is based on: (i) the subject matter 
described in Subsection 12.1, above, or (ii) Customer's use of the items 
furnished by CTS hereunder, so long as such use is in accordance with the 
terms of this Agreement and the Support Services Agreement; PROVIDED THAT:  
(a) CTS promptly delivers written notice of such claim to Customer, together 
with copies of all related court documents involving such claim; and (b)

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CTS provides Customer with full and complete information and assistance for 
the defense of such claim as reasonably requested by Customer.  In addition, 
subject to the terms of this Agreement, Customer will indemnify and hold 
harmless CTS from and against any and all damages and costs awarded by final 
judgment against CTS as a result of such claim, or, if any compromise or 
settlement is made with respect to such claim, Customer will pay all amounts 
agreed to by Customer in settlement of the claim.  Customer shall have full 
and complete authority to defend and settle such claim.

                   12.2.2    BY CTS.  CTS acknowledges that Customer has no
control over the business activities of CTS.  Accordingly, CTS will defend, at
its expense, any and all Third Party claims brought against Customer arising
from the operation of the business activities of CTS, except to the extent that
any Third Party claim is based on the subject matter described in Subsections
5.3.2 or 12.2.1, above, for which Customer is obligated to defend and indemnify
CTS; PROVIDED THAT:  (a) Customer promptly delivers written notice of such claim
to CTS, together with copies of all related court documents involving such
claim; and (b) Customer provides CTS with full and complete information and
assistance for the defense of such claim as reasonably requested by CTS.  In
addition, subject to the terms of this Agreement, CTS will indemnify and hold
harmless Customer from and against any and all damages and costs awarded by
final judgment against Customer as a result of such claim, or, if any compromise
or settlement is made with respect to such claim, CTS will pay all amounts
agreed to by CTS in settlement of the claim.  CTS shall have full and complete
authority to defend and settle such claim.

         13.  PROSECUTION OF INFRINGEMENT CLAIMS.  Notwithstanding anything to
the contrary, Customer shall promptly notify CTS in writing of any facts of
which Customer is aware which might constitute an infringement by any Third
Party of any of CTS's Intellectual Property Rights.  CTS shall have the
exclusive right to take all actions, control all litigation or other
proceedings, and negotiate and enter into all settlements with respect to any
such infringement, as CTS deems necessary or appropriate to protect CTS's
Intellectual Property Rights, except as CTS and Customer may otherwise agree to
in writing.  Customer agrees to provide to CTS, at CTS's expense, full and
complete information and assistance in connection with the prosecution of such
infringement as reasonably requested by CTS.  Any recovery of damages or
attorneys' fees in connection with any such action, or in settlement of any such
action, will belong entirely to CTS.  CTS will have no obligation to institute
suit against any particular person or entity for infringement of any
Intellectual Property Rights of CTS.

         14.  TERM AND TERMINATION.

              14.1 TERM.  The term of this Agreement commences on the date of
this Agreement and will continue thereafter for [*].  This Agreement may be
extended for a mutually agreeable renewal term, provided that Customer and CTS
expressly agree to such extension in writing before the expiration of the
initial term.  All terms and conditions hereof shall remain in effect during any
renewal term, except as the parties otherwise expressly agree to in writing. 
Notwithstanding the above, this Agreement shall terminate upon the occurrence of
any of the events described in the termination provisions set forth below.

              14.2 TERMINATION.

                   14.2.1    MATERIAL BREACH AFTER NOTICE.  Except as 
otherwise set forth in this Agreement, upon material breach or default under 
this Agreement by any party (the "breaching party"), if the other party 
("non-breaching party") gives written notice of such breach or default and 
the same is not cured within thirty (30) days after delivery of such notice, 
then, without limitation of any 

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other remedy available hereunder, the non-breaching party may terminate this 
Agreement by delivery of a notice of termination at any time thereafter 
before such breach or default has been cured; PROVIDED, that for any breach 
or default (other than a payment default or a default under Subsections 2.2 
or 10.2) that is not reasonably susceptible of cure within thirty (30) days, 
the breaching party shall have such additional time, up to ninety (90) 
additional days, as is reasonably necessary to cure the default, so long as 
such party continuously and diligently pursues such cure.  The parties agree 
that the failure to make payments of Fees or other charges when due hereunder 
shall constitute a "material breach" of this Agreement.

                   14.2.2    IMMEDIATE TERMINATION.  Notwithstanding anything 
to the contrary, this Agreement and the License may be immediately terminated 
upon written notice: (i) at the option of CTS in the event that Customer 
violates any of the provisions of Subsection 2.2 in any way without the prior 
written consent of CTS, and Customer fails to cure such violation within (3) 
days after CTS's delivery of notice of breach to Customer; or (ii) at the 
option of either party if the other party materially violates the 
Nondisclosure Agreement or any of the provisions of Subsection 10.2, and such 
other party fails to cure such violation in accordance with any applicable 
cure periods set forth in the Nondisclosure Agreement.

                   14.2.2    DISCRETIONARY TERMINATION.  Either party may, in 
its discretion, terminate this Agreement and the License at any time and for 
any reason by giving the other party at least sixty (60) days prior written 
notice of termination.

              14.3 EFFECT OF EXPIRATION OR TERMINATION.

                   14.3.1    Following the expiration or termination of this 
Agreement, Customer shall [*] with respect to the configuration of Systems 
installed as of the expiration or termination of this Agreement, [*] any of 
the following:  (i) if this Agreement is terminated pursuant to Subsections 
14.2.1 or 14.2.2 due to a breach or default by Customer, [*], then [*] upon 
termination of this Agreement; or (ii) if this Agreement expires, is 
terminated due to the events described in Subsection 14.2.3, or is terminated 
pursuant to Subsection 14.2.1 or 14.2.2 due to a breach or default by CTS, 
then [*] breach or default by Customer under any of the survival terms 
described in Subsection 14.4, and the expiration of any applicable cure 
period with respect to such breach or default.

                   14.3.2    Upon the expiration or termination of this 
Agreement, Customer shall immediately cease use of the Confidential 
Information of CTS [*] and shall, at CTS's election, either:  (i) return to 
CTS the original and all copies of the same, in whole or in part, in any 
form, including partial copies and modifications, and any related materials 
received from CTS, or (ii) furnish to CTS a certified executed document 
stating that the same has been destroyed.  Upon the termination of the 
License, Customer shall immediately return or destroy all copies of Licensed 
Programs and Documentation retained for use pursuant to Subsection 14.3.1, 
above, in accordance with the procedures set forth in this Subsection.

                   14.3.3    Upon the expiration or termination of this 
Agreement, CTS shall immediately cease use of the Confidential Information of 
Customer (except as the parties otherwise expressly agree to in writing) and 
shall, at Customer's election, either:  (i) return to Customer the original 
and all copies of the same, in whole or in part, in any form, including 
partial copies and modifications, and any related materials received from 
Customer, or (ii) furnish to Customer a certified executed document stating 
that the same has been destroyed.

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                   14.3.4    Customer shall pay all accrued and unpaid Fees 
and other charges hereunder within thirty (30) days after the termination of 
this Agreement.

              14.4 SURVIVAL TERMS.  Upon termination of this Agreement, all
obligations of the parties hereunder shall cease, except those obligations
described in Sections 2.2, 10, 12, 13, 14, 15, and 16, which provisions shall
survive the termination of this Agreement.  Termination of this Agreement shall
not be construed to waive or release any claim which a party is entitled to
assert at the time of such termination, and the applicable provisions of this
Agreement shall continue to apply to such claim until it is resolved.

         15.  LIMITATION OF LIABILITY.  NOTWITHSTANDING ANYTHING TO THE
CONTRARY, CTS SHALL HAVE NO LIABILITY FOR ANY LOSS TO CUSTOMER, ANY AFFILIATE OF
CUSTOMER, OR ANY THIRD PARTY EXCEPT FOR:  (I) PHYSICAL LOSS OR DAMAGE TO AN
INDIVIDUAL OR TO REAL PROPERTY OR TANGIBLE PERSONAL PROPERTY ARISING FROM THE
NEGLIGENT OR WILLFUL MISCONDUCT OF CTS; OR (II) LIABILITY OF CTS EXPRESSLY
PROVIDED FOR IN SECTION 12.1 HEREOF; OR (III) LIABILITY OF CTS FOR CLAIMS
ARISING AS A RESULT OF OR RELATED TO PERFORMANCE OF A SYSTEM, WHICH LIABILITY
UNDER THIS CLAUSE III SHALL BE LIMITED TO GENERAL MONEY DAMAGES AND SHALL IN NO
EVENT EXCEED AN AMOUNT EQUAL TO [*], WHERE SUCH AMOUNT EQUALS [*] THIS AGREEMENT
AND [*] THEREAFTER.  HOWEVER, IN NO EVENT SHALL CTS BE LIABLE FOR ANY DAMAGES
RESULTING FROM LOSS OF USE, DATA, PROFIT, BUSINESS, REVENUE, OR GOODWILL, OR FOR
ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY
DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION
NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF CTS HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

         16.  MISCELLANEOUS.

              16.1 NOTICES.  All notices hereunder by either party shall be
given by personal delivery (including by a reputable courier service) or by
sending such notice by United States certified mail return receipt requested,
postage prepaid, and addressed as set forth on the signature page of this
Agreement.  Such notices shall be deemed to have been given and delivered upon
receipt and the date of receipt identified by the United States Postal Service
on any return receipt card shall be conclusive evidence of receipt.  Notices may
also be transmitted by facsimile or telecopy machine, and such notices shall be
deemed received when transmitted if:  (i) a document is electronically generated
by the transmitting machine confirming that the transmission was received; and
(ii) the party transmitting the notice deposits such notice the same day with a
reputable courier service providing delivery not later than the following
business day.  Any party, by written notice to the other as above described, may
alter the address for receipt by it of written notices hereunder.

              16.2 INDEPENDENT CONTRACTORS.   It is expressly agreed that CTS
and Customer are acting hereunder as independent contractors and under no
circumstances shall any of the employees of one party be deemed the employees of
the other party for any purpose.  Nothing in this Agreement shall be deemed to
constitute, create, or in any way be interpreted as a partnership, joint
venture, franchise, or other formal business organization involving CTS and
Customer, nor shall anything in this Agreement be deemed to constitute one party
the employee or agent of the other party.  Neither CTS nor Customer shall have
any authority under this Agreement to bind, obligate, or otherwise commit the
other party to any agreement or transaction for any purpose whatsoever.

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              16.3 EXCUSED PERFORMANCE.  Except for the failure to pay Fees 
or other charges when due hereunder, neither party shall be liable for, or be 
considered to be in breach or default under this Agreement as a result of, 
any delay or failure to perform as required hereunder which is due to any 
cause or condition beyond such party's reasonable control.

              16.4 PUBLICITY.  Neither party shall disclose to any Third 
Party the terms of this Agreement or the existence of this Agreement without 
the express written consent of the other party; PROVIDED, HOWEVER, that 
either party may make public announcements concerning the terms of this 
Agreement or the existence of this Agreement without such express written 
consent of the other party if:  (i) the announcement is necessary for such 
party to comply with the requirements of the United States Securities and 
Exchange Commission, any other governmental agency, any court of competent 
jurisdiction, or applicable law or regulation; or (ii) the subject matter of 
such announcement had been previously disclosed in accordance with the 
requirements of this Subsection.

              16.5 ASSIGNMENT.  Neither party shall assign any of its rights 
or obligations hereunder (in whole or in part) without the express written 
consent of the other party, which consent shall not be unreasonably withheld. 
Notwithstanding the foregoing, each party may, upon notice to the other 
party, assign this Agreement and all of its rights and obligations hereunder 
(in whole but not in part) to any of its affiliates capable of performing its 
obligations hereunder or to any entity which acquires all or substantially 
all of such party's assets or stock pursuant to any merger, stock or asset 
transfer, consolidation, or other business combination.  Any attempt by any 
party to assign or transfer any of its rights or obligations under this 
Agreement in violation of this Subsection shall be considered void and shall 
be deemed a material breach of this Agreement.  Subject to the foregoing, 
this Agreement will be fully binding upon, inure to the benefit of and be 
enforceable by the parties hereto and their respective successors and assigns.

              16.6 SUBCONTRACTORS.  Notwithstanding anything to the contrary, 
CTS may in its discretion subcontract the performance of any of its 
obligations hereunder or under any Market Purchase Agreement to any Third 
Party; PROVIDED, that CTS's subcontractors shall perform to the same 
standards imposed upon CTS hereunder and CTS shall be liable for the conduct 
of its subcontractors to the same extent as CTS's own liability under this 
Agreement.  Upon request, CTS will provide Customer with a list of such 
subcontractors.

              16.7  SEVERABILITY.  In the event any provision hereof shall be 
deemed invalid or unenforceable by any court or governmental agency of 
competent jurisdiction, such provision shall be deemed severed from this 
Agreement and all remaining provisions shall be afforded full force and 
effect as if such severed provision had never been a provision hereof.

              16.8 NO WAIVER; CUMULATIVE REMEDIES.  No consent or waiver, 
express or implied, by any party to or of any breach or default by the other 
in the performance by the other of its obligations hereunder shall be deemed 
or construed to be a consent or waiver to or of any other breach or default 
in the performance by such other party of the same or any other obligations 
of such party hereunder.  Except where contrary to the express terms herein, 
the rights and remedies herein are cumulative to those that exist at law or 
in equity and there shall be no implied waiver of such rights and remedies.

              16.9 GOVERNING LAW.  This Agreement shall be governed by, 
subject to, and interpreted in accordance with the laws of the state of 
Washington, without regard to conflict of laws principles.  Each party hereby 
submits to the exclusive jurisdiction of the courts of competent 

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jurisdiction located in King County, Washington, with respect to any claim or 
proceeding relating to this Agreement.

              16.10     INJUNCTIVE RELIEF.  The parties recognize and agree 
that money damages are an inadequate remedy for breach of Sections 2.2 and/or 
10, above, and further recognize that such breach would result in irreparable 
harm to the party against whom such breach is committed.  Therefore, in the 
event of a breach or threatened breach of any such provision, the 
non-breaching party shall be entitled to injunctive relief (without the 
posting of any bond and without proof of actual damages) in order to prevent 
or to restrain any such breach or threatened breach by the party in breach or 
by any other persons directly or indirectly acting for, on behalf of, or with 
the party in breach, and that neither the party in breach nor such other 
persons will oppose the stipulations set forth in this Subsection or the 
procedures for granting of such relief.  Injunctive relief pursuant to this 
Subsection shall be in addition to all remedies available at law or in equity 
to a party arising from a breach of the provisions described above by the 
other party.

              16.11     LITIGATION EXPENSES.  In any controversy, claim or 
dispute arising out of, or relating to, this Agreement or the method and 
manner of performance thereof or the breach thereof, the prevailing party 
shall be entitled to recover from the other party, in addition to any other 
relief, all of its reasonable costs and expenses, including without 
limitation reasonable attorneys' fees, incurred in connection with such 
controversy, claim, or dispute.  If neither party wholly prevails, the party 
that substantially prevails shall be awarded all of its reasonable costs and 
expenses, including without limitation reasonable attorneys' fees, incurred 
in connection with such controversy, claim, or dispute.

              16.12     ENTIRE AGREEMENT; AMENDMENT.  This Agreement, the 
Support Services Agreement, the Nondisclosure Agreement, the Source Code 
Escrow Agreement, the Roaming Service Agreement, each Market Purchase 
Agreement issued hereunder, and all Schedules to the foregoing agreements, 
contain the entire agreement and understanding between the parties with 
respect to the subject matter hereof and supersede all prior agreements, 
negotiations, representations, and proposals, written and oral, relating to 
the subject matter.  All Schedules and all other documents, when initialed by 
the parties and attached hereto, are integral to and incorporated herein by 
this reference.  This Agreement and the Schedules attached hereto shall not 
be deemed or construed to be modified, amended, or waived, in whole or in 
part, except by written agreement duly executed by the parties to this 
Agreement.

              16.13     COUNTERPARTS.  This Agreement may be signed in one or 
more counterparts, each of which shall be considered an original and which 
shall, taken together, constitute this Agreement.

              16.14     BINDING EFFECT.  Customer hereby warrants to CTS that 
it has the power and authority to enter into this Agreement on its own behalf 
and on behalf of the entities listed in the attached SCHEDULE C and to make 
binding decisions under this Agreement on behalf of such entities.

         EXECUTED as of the date set forth above.

CUSTOMER:                               CTS:

GTE MOBILNET OF CALIFORNIA              CELLULAR TECHNICAL SERVICES  
LIMITED PARTERNSHIP                     COMPANY, INC.                

By GTE Mobilnet Incorporated



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Its General Partner     

By  /s/ Russ Patridge                   By  /s/ Robert P. Dahut
    -----------------                       -------------------
        Russ Patridge                           Robert P. Dahut
    -----------------                       -------------------
    Print Name                              Print Name

Area President, California                  President and C.O.O.
- --------------------------                  --------------------
Title                                       Title


Customer's Address for Notices:             CTS's Address for Notices:
- -------------------------------             --------------------------
4410 Rosewood Drive                         2401 Fourth Avenue, Suite 808
Pleasanton, California  94588               Seattle, Washington  98121
Attention: Vice President/General Manager   Attention: Legal Department
Telefax: (____)_______________              Telefax: (206) 443-1550

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                                INDEX OF SCHEDULES
                                          TO
                        MASTER PURCHASE AND LICENSE AGREEMENT

    SCHEDULE       DESCRIPTION
    ----------     ----------------------
    Schedule A     Fees and Payment Terms
    Schedule B     CTS-Certified Hardware
    Schedule C     Market Areas
    Schedule D     Specifications
    Schedule E     Acceptance Test Plan
    Schedule F     Initial Training
    Schedule G     Technical Managers
    Schedule H     Nondisclosure Agreement
    [*]

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                                  SCHEDULE A
                                      TO
                     MASTER PURCHASE AND LICENSE AGREEMENT

                            FEES AND PAYMENT TERMS

         Customer shall pay the following Fees and charges in connection with 
the Master Purchase and License Agreement between CTS and Customer (the 
"Agreement"), together with any other Fees and charges specified in the 
Agreement.  All undefined capitalized terms used in this Schedule shall have 
the meanings ascribed to such terms as set forth in the Agreement.

         1.   LICENSE FEES.

              1.1  INITIAL LICENSED PROGRAMS.  In consideration for the 
License, Customer shall pay the following Fees to CTS for the following 
Licensed Programs in accordance with the terms of the Agreement and this 
Schedule:

    Licensed Programs(1)                             License Fees Per Cell Site
    --------------------                             --------------------------
     [*]



                                              Total:    [*]

               1.2  ADDITIONAL LICENSED PROGRAMS.  For all additional 
software, data tables, and programs which CTS and Customer agree in writing 
to add to a System as Licensed Programs (other than the Licensed Programs 
described in Subsection 1.1, above, and Section 3, below), Customer shall pay 
such Fees to CTS as CTS and Customer mutually agree to in writing.

               1.3  NEW RELEASES AND MAINTENANCE RELEASES.  For all New 
Releases and Maintenance Releases of the Licensed Programs described in 
Sections 1.1, 1.2 and 3 of this Schedule, Customer shall pay such Fees to CTS 
as specified in Subsection 2.3 of the Agreement.

- ----------
(1) Fees include pricing for the License to use Licensed Programs and for the 
    software performance warranty set forth in Subsection 11.2 of the Agreement.
    Fees exclude pricing for license to use interdiction software, which is 
    specified in Section 3, below.

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          2.   HARDWARE FEES.

               2.1  CELL SITE SYSTEM HARDWARE PURCHASED FROM CTS.  In
consideration for the Hardware components purchased from CTS for installation in
Cell Sites, Customer shall pay CTS the following Fees in accordance with the
terms of the Agreement and this Schedule:

               Hardware Description(2)                Hardware Fees
               -----------------------                -------------
               [*]

               2.2  ADDITIONAL HARDWARE PURCHASED FROM CTS.  Except as 
otherwise provided in Sections 2.1 and 3 of this Schedule, Customer shall pay 
CTS an amount equal to CTS's then-current list price for all Hardware 
purchased from CTS.

               2.3  HARDWARE PURCHASED FROM THIRD PARTIES.  For all Hardware 
purchased from Third Parties for a System (I.E., all Hardware other than the 
Hardware purchased from CTS described in Sections 2.1, 2.2, and 3 of this 
Schedule), Customer shall pay CTS an integration Fee equal to [*] of the 
Third-Party supplier's list price for such Hardware.

          3.   FEES FOR INTERDICTION FUNCTIONALITY.  In addition to the Fees set
forth in Sections 1 and 2, above, and in consideration for the license to use
certain software, and the sale of certain hardware, necessary to perform the
interdiction functionality for a given System, Customer shall pay the Fees set
forth below which pertain to the interdiction method utilized for such System:


              Interdiction Method(3)      Interdiction Fees
              ----------------------      -----------------
                   [*                           *
                       *                            *]

- -------------------------
(2)  Fees include pricing for purchase of the Cell Site System Hardware and 
     for the hardware performance warranty set forth in Subsection 11.3 of 
     the Agreement with respect to such Cell Site System Hardware.  Fees 
     exclude pricing for purchase of interdiction hardware, which is 
     specified in Section 3, below, and also excludes pricing for cabling 
     and other peripherals required for a given System.

(3)  Fees include pricing for the license to use software, and the sale of 
     hardware, which directly pertain to the interdiction method utilized 
     for a given System.  Fees exclude pricing for cabling and other 
     peripherals required for the interdiction method utilized.  For any 
     other interdiction method utilized for a given System, Customer shall 
     pay such Fees to CTS as the parties mutually agree to in writing.



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          4.   DEPLOYMENT FEES.

               4.1  DEPLOYMENT MANAGEMENT FEES.  For the initial configuration
of the System within the Licensed Market including Cell Site expansion of such
System, Customer shall pay CTS a one-time deployment management Fee equal [*],
to be paid upon execution of the initial Market Purchase Agreement for such
System.  In consideration for such deployment management Fee, CTS will provide
the following for the initial deployment for such System:  (i) consulting
services for planning the initial configuration for such System and preparing an
itemized list of all Hardware for same; (ii) availability of one primary and one
back up technical manager for such System; as specified in Subsection 6.1 of the
Agreement; (iii) installation services for the installation of Hardware at each
regional processor site, as specified in Subsection 6.2 of the Agreement; and
(iv) training services for the initial PreTect-TM- User Training and Cell Site
System Overview Training sessions as specified in Subsection 8.1 and SCHEDULE F
of the Agreement.  Any additional deployment management services by CTS will be
pursuant to such terms and subject to such Fees as CTS and Customer mutually
agree to in writing.

               4.2  CELL SITE SYSTEM INSTALLATION FEES.  At Customer's 
request, CTS will install the initial configuration of Components at a 
Cell Site in accordance with the terms of the Agreement.  In 
consideration for such installation services, Customer shall pay CTS an 
amount equal to [*].

          5.   TRAINING FEES.

               5.1  PRETECT-TM- USER TRAINING/CELL SITE SYSTEM OVERVIEW 
TRAINING.  As partial consideration for the deployment management Fees 
described in Subsection 4.1, above, CTS will conduct the initial 
PreTect-TM- User Training and Cell Site System Overview Training 
sessions specified in Subsection 8.1 and SCHEDULE F of the Agreement 
for each System. 

               5.2  INSTALLATION TRAINING.  If Customer elects to perform its 
own installation of Hardware at Cell Sites for the System within the Licensed 
Market, as specified in the Agreement, Customer shall pay CTS [*], to be paid 
upon execution of the initial Market Purchase Agreement for such System.  In 
consideration for such Fee, CTS will conduct the initial Cell Site System 
Installation session as specified in Subsection 8.1 and SCHEDULE F of the 
Agreement. 

               5.3  MAINTENANCE TRAINING.  If Customer elects to perform its 
own maintenance of Hardware at Cell Sites for the System within the Licensed 
Market, as specified in the Support Services Agreement, Customer shall pay 
CTS [*], to be paid upon execution of the initial Market Purchase Agreement 
for such System. In consideration for such Fee, CTS will conduct the initial 
Cell Site System Maintenance session as specified in Subsection 8.1 and 
SCHEDULE F of the Agreement.

               5.4  ADDITIONAL TRAINING.  Additional training by CTS will be 
pursuant to such terms and subject to such Fees as CTS and Customer mutually 
agree to in writing. 

          6.   SUPPORT SERVICE FEES.  For each System, CTS will offer the 
support services set forth in the Support Services Agreement (I.E., basic 
support services, Hardware maintenance, System monitoring, and software 
subscription services), subject to the fees and other charges set forth in 
such Support Service Agreement and the Schedules attached thereto.


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          7.   REAL-TIME PREVENTION OF ROAMING CLONING FRAUD.  For each System,
CTS will offer the services set forth in the Roaming Service Agreement, subject
to the fees and other charges set forth in such Roaming Service Agreement and
the Schedules attached thereto.

          8.   PRETECT-TM- GRAPHICAL USER INTERFACE.  CTS and Customer agree
that, for each System, CTS will provide up to [*] PreTect-TM- Graphical User
Interface connections [*].  For each additional PreTect-TM- Graphical User
Interface connection for a System, Customer shall pay CTS a Fee equal to [*].

          9.   OTHER FEES.  In addition to the Fees described above, Customer
agrees to pay CTS for the following charges [*]:  (i) all travel, lodging, and
other out-of-pocket expenses incurred by CTS in connection with the Agreement;
and (ii) all services performed by CTS, other than those services for which
CTS's compensation is expressly set forth elsewhere in the Agreement or the
Schedules thereto, at the then-current billing rate of the CTS personnel
performing such services, plus all expenses incurred by CTS in connection with
such services (including without limitation all costs of materials, costs of
third-party contractors, and all travel, lodging, and other out-of-pocket
expenses), except as the parties otherwise agree to in writing.

          10.  PAYMENT TERMS.

               10.1 COMPONENTS FOR SYSTEMS.  For each deployment of 
Components for a System, Customer shall pay the Fees described in Sections 
1.1, 2.1, 2.2, and 3 above, to CTS as follows:  (i) [*] of the aggregate of 
such Fees shall be paid to CTS upon Customer's execution of the applicable 
Market Purchase Agreement for such deployment, (ii) [*] of the aggregate of 
such Fees shall be paid to CTS upon CTS's delivery of Components for the 
deployment to a common carrier for shipment to Customer (if such deployment 
involves multiple shipments, then such aggregate amount shall be paid on a 
pro rata basis at the time of each shipment); and (iii) the remaining [*] of 
the aggregate of such Fees shall be paid to CTS [*]; provided, however, that 
[*] such [*] of the aggregate of such Fees shall be paid to CTS [*] as 
specified in Subsection 7.1 of the Agreement.

               10.2 OTHER PAYMENT TERMS.  Except as otherwise expressly set 
forth in the Agreement or any Schedule to the Agreement, CTS will invoice 
Customer for amounts to be paid thereunder, and Customer will pay such 
invoice within [*].

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                                  SCHEDULE B
                                      TO
                    MASTER PURCHASE AND LICENSE AGREEMENT

                          CTS-CERTIFIED HARDWARE

          This Schedule contains a list of the Hardware certified by CTS for 
purchase by Customer from certain Third Parties, approved in advance and in 
writing by CTS, as more fully described in Subsection 3.2 of the Master 
Purchase and License Agreement between CTS and Customer.  All configurations 
of such Hardware used for a given System must be approved in advance and in 
writing by CTS.

     1.   Hewlett-Packard 9000 Series Processors and peripheral Hewlett-Packard
          equipment.  The models used for each System will vary depending on the
          Hardware configuration used for such System.

     2.   CISCO Routers and peripheral CISCO equipment.  The models used for
          each System will vary depending on the Hardware configuration used 
          for such System.

     3.   X-terminal Workstations (CTS recommends Hewlett-Packard ENVIZEX 
          X-terminal workstations with a minimum of 8 MB of memory).  Memory
          requirements for workstations will vary depending on the 
          configuration used for a given System.

     4.   Hewlett-Packard LaserJet (IV or above) printer.  Printer must carry
          baseline memory (memory size dependent on model).



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                                 SCHEDULE C
                                      TO
                   MASTER PURCHASE AND LICENSE AGREEMENT

                                MARKET AREAS

This Schedule contains a list of Customer's market areas for purposes of the 
Master Purchase and License Agreement between CTS and Customer (the 
"Agreement").

                               [*]


Market Areas                       Licensee Name
- ------------                       -------------
[*                                         *
*                                          *
*                                          *
*                                          *
*                                          *]



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                                  SCHEDULE D
                                      TO
                     MASTER PURCHASE AND LICENSE AGREEMENT

                               SPECIFICATIONS

     This Schedule contains the functional Specifications for a System as 
required by the Master Purchase and License Agreement between CTS and 
Customer (the "Agreement").  All undefined capitalized terms used in this 
Schedule shall have the meanings ascribed to such terms as set forth in the 
Agreement.  Each overall System is comprised of one or more Regional 
Processor Systems and Cell Site Systems.

             BLACKBIRD-Registered Trademark- PLATFORM AND PRETECT-TM- 
                       APPLICATION FUNCTIONAL OVERVIEW

Together, the Blackbird-Registered Trademark- Platform and PreTect-TM- form a 
home market cloning prevention solution, in which the Blackbird-Registered 
Trademark- Platform collects cellular phone data that PreTect-TM- measures 
and uses to interdict analog cellular phone cloning attempts in real time.

BLACKBIRD-Registered Trademark- PLATFORM OVERVIEW

The Blackbird-Registered Trademark- Platform is the data collection and storage
platform for CTS's real time cellular fraud prevention applications. 
     
Using hardware and software at the Cell Site System (CSS) and Regional Processor
(RP), the Blackbird-Registered Trademark- Platform collects and stores the
following cellular call data that form a cellular call event signature, or
"fingerprint":
     
     -    Radio frequency (RF) transmission characteristics: The subtle
          differences between different cellular phones' RF signatures.
     -    Mobile Identification Number (MIN): The unique phone number assigned 
          a cellular phone.
     -    Electronic Serial Number (ESN): The unique number programmed into a
          cellular phone during the manufacturing process.
     -    [*]

CTS designed the Blackbird-Registered Trademark- Platform as a platform for
delivery of a modular system of cellular fraud prevention applications.  The
Blackbird-Registered Trademark- Platform Application Programming Interface (API)
facilitates seamless integration of current and future CTS products to meet the
changing fraud prevention requirements of its customers.

PRETECT-TM- OVERVIEW

PreTect-TM- is the real time cloning detection and interdiction application
designed to function on the Blackbird-Registered Trademark- Platform. 
PreTect-TM- works to prevent cloning fraud.

Over time, PreTect-TM- uses the information collected and stored by the
Blackbird-Registered Trademark- Platform to build a unique fingerprint for each
analog cellular phone.  PreTect-TM- also measures each call attempt transmitted
to a cell site against this fingerprint.  This real time measurement process
allows PreTect-TM- to quickly determine whether the attempt originated from a
cloned analog cellular phone.



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     Users access PreTect-TM- through a Graphical User Interface on Hewlett
       Packard X-terminals or IBM PC-compatible computers running X-terminal
       emulation software.  Through the graphical user interface, users can [*]

Through the graphical user interface, users can configure PreTect-TM- to meet
the needs of daily operations on their cellular network:

     -    [*]

Finally, [*]. This allows customer service and fraud prevention departments to
better utilize the data storage and analysis capabilities of the
Blackbird-Registered Trademark- Platform/PreTect-TM- system:

     -    [*]

SYSTEM HARDWARE OVERVIEW

The Blackbird-Registered Trademark- Platform/PreTect-TM- system includes the
following hardware systems:

The Regional Processor(s) complex consists of one or more Regional Processors,
routers and other hardware necessary to store cellular call data and maintain
connectivity between the Cell Site System and regional processor system.

     -    Regional Processor: Typically a Hewlett Packard 9000 series processor
          running the HP-UX operating system. 
     -    Router: Typically a CISCO 7000 series router used to provide TCP/IP
          Ethernet connectivity between the regional processor and each cell
          site.

The Blackbird-Registered Trademark- Platform and PreTect-TM- software work with
the regional processor system to provide real-time call data collection, storage
and reporting.  In addition, the Blackbird-Registered Trademark- Platform's
distributed real-time message processing allows distribution of fingerprint data
among multiple regional processor systems in large markets.

The Cell Site System (CSS) consists of the cell site processor, radios and other
equipment necessary to collect cellular call data, communicate with the regional
processor system and shut down, or interdict, cloning attempts.  One CSS is
required for each cell site that uses the Blackbird-Registered Trademark-
Platform/PreTect-TM- system. 

     -    Cell Site Processor (CSP): An industry-standard PC housed in an
          industrial-grade metal enclosure, with a cellular modem for remote
          network troubleshooting.
     -    Radio: Cellular radios which collect cellular call data directly from
          the cell site antenna and transmit that data to the CSP without
          interrupting cell site call traffic.
     -    Interdiction module: Hardware unit that performs interdiction of
          cloning attempts upon command from the CSP.  The interdiction module
          will vary depending on the carrier's infrastructure type.

Blackbird-Registered Trademark- and PreTect-TM- software work with the CSS to
gather home market cellular call characteristics, relay information regarding
those characteristics to the regional processor when necessary, and perform
interdiction of cloning attempts.



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BLACKBIRD-Registered Trademark- PLATFORM/PRETECT-TM- PROCESS OVERVIEW

This diagram follows a cellular call attempt through the Blackbird-Registered
Trademark- Platform/PreTect-TM- system:

[FLOW CHART]



MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 30


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                                  SCHEDULE E
                                      TO
                    MASTER PURCHASE AND LICENSE AGREEMENT

                           ACCEPTANCE TEST PLAN

          Set forth below is the Acceptance Test Plan described in Subsection 
1.1 of the Master Purchase and License Agreement between CTS and Customer 
(the "Agreement").  For purposes of this Acceptance Test Plan, all references 
to "fraud" or "cloning fraud" shall mean analog cellular telephone cloning 
fraud within the home market.  All undefined terms used herein shall have the 
meanings ascribed to such terms in the Agreement.

          [*]

GOALS:

- -    [*]

METHOD:

[*]

A.  VIEW GRAPHICAL USER INTERFACE (GUI)

Goal: 

     [*]
     
Method:

          -    [*]

Approval:
Carrier Initial ____________ Date _________

CTS Initial ________________ Date _________

B. CALL EVENT DATA COLLECTION

Goal:

     -    [*]

Method: 

     -    [*]
     
Deliverable:

     -    [*]

Approval:


MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 31


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Carrier Initial ____________ Date _________

CTS Initial ________________ Date _________

C. REPORTS
     
Goal: 
     -    [*]

Method: 
          [*]

Deliverable:
     -    [*]

Approval:

Carrier Initial ____________ Date _________

CTS Initial ________________ Date _________

D.  CONTROL GROUP PHONE TESTING

D.1  FINGERPRINT ESTABLISHMENT

Goal: 
     -    [*]
     
Method:
     -    [*]
     
Deliverable:
     -    [*]
     
Approval:

Carrier Initial ____________ Date _________

CTS Initial ________________ Date _________


D.2  VALID CALL TEST

Goal: 
     -    [*]
     
Method:
     -    [*]
     
Deliverable:



MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 32


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     -    [*]

Approval:

Carrier Initial ____________ Date _________

CTS Initial ________________ Date _________

D.3  COUNTERFEIT CALL TEST

Goal:
     -    [*]
      
Method: 
     -    [*]
      
Deliverable:
     -    [*]
      
Approval:
      
Carrier Initial ____________ Date _________

CTS Initial ________________ Date _________

D.4   FALSE NEGATIVE CALL TEST

Goal: 
     -    [*]
     
Method:
     -    [*]
     
Deliverable:
     -    [*]
     
Approval:
     
Carrier Initial ____________ Date _________

CTS Initial ________________ Date _________

E  ADDITIONAL CELL SITE VERIFICATION

     -    [*]

E.1 NETWORK CONNECTIVITY

Goal: 

MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 33


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     -    [*]
     
Method:
     -    [*]
     
Deliverable:
     -    [*]

Approval:

Carrier Initial ____________ Date _________

CTS Initial ________________ Date _________

E.2  VALID CALL TEST

Goal: 
     -    [*]
     
Method:
     -    [*]
     
Deliverable:
     -    [*]
     
Approval:

Carrier Initial ____________ Date _________

CTS Initial ________________ Date _________

E.3  COUNTERFEIT CALL TEST

Goal: 
     -    [*]
     
Method: 
     [*]
     
     Deliverable:
     -    [*]
     
Approval:
     
Carrier Initial ____________ Date _________

CTS Initial ________________ Date _________


MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 34


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F ADDITIONAL REGIONAL PROCESSOR/APPLICATION SERVER ACCEPTANCE TEST

     -    [*]
     

F.1. NETWORK CONNECTIVITY

Goal: 
     -    [*]
     
Method:
     -    [*]
     
Deliverable:
     -    [*]
     
Approval:

Carrier Initial ____________ Date _________

CTS Initial ________________ Date _________


F.2 APPLICATION SERVER REPORTING

Goal: 
     -    [*]
     
Method:
     -    [*]
     
Deliverable:
     -    [*]
     
Approval:

Carrier Initial ____________ Date _________

CTS Initial ________________ Date _________

TERMS & DEFINITIONS

ACRONYM        DESCRIPTION
[*]
CSS            Cell Site System
RP             Regional Processor


MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 35


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FORMULAS
[*]

MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 36


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                                  SCHEDULE F
                                      TO
                     MASTER PURCHASE AND LICENSE AGREEMENT

                             INITIAL TRAINING

     This Schedule contains the initial training classes for the initial 
deployment of a System in a Licensed Market pursuant to the terms of the 
Master Purchase and License Agreement between CTS and Customer (the 
"Agreement").  All undefined capitalized terms used in this Schedule shall 
have the meanings ascribed to such terms as set forth in the Agreement.

     Each of the initial training classes are to be conducted at facilities 
provided by Customer, in the License Market in which the System is installed. 
Where a classroom environment is required Customer will need to include 
adequate space for the number of participants, an overhead transparency 
projector, and access, within a reasonable distance, to an X-terminal capable 
of running the System's graphical user interface.  Where a Cell Site 
environment is required, Customer will need to provide adequate space such 
that the number of participants are able to view, concurrently, 
demonstrations of Cell Site Hardware installation or maintenance procedures. 
Training sessions are to be held during normal business hours (local time), 
up to approximately eight hours per day, on concurrent days.

A.   PRETECT-TM- USER TRAINING

     Participant Prerequisite:  Previous professional experience within a
     cellular carrier's operation identifying and/or resolving cases of cellular
     fraud or working with the carrier's customer care organization.

     Duration:  Approximately four hours, to be conducted in one business day.

     Facilities requirements:  Classroom, as described above.

     Maximum number of participants:  [*]

     Timing:  To be conducted after installation of Regional Processor and at
     least five Cell Site Hardware systems in the Licensed Market, and 
     end-to-end verification of System functionality by CTS.

     Course Description:  This course is targeted at carrier personnel who
     currently work in the carrier's Fraud or Customer Care organizations.  
     This course shows PreTect-TM- users how to access information and perform
     tasks using the PreTect-TM- graphical user interface.  This includes an
     overview of the functionality, pre-call detection, and interdiction. 
     Additional training topics include:  querying the system by mobile
     identification number (MIN) and  destination, monitoring fingerprints, 
     and generating on-screen and print reports.


MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 37


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B.   CELL SITE SYSTEM TRAINING

     The Cell Site System training will depend on whether Customer elects to
     have CTS perform installation of Cell Site Components or elects to perform
     such installation itself, as specified in the Agreement.  If Customer
     elects to have CTS perform such installation, CTS will provide the Cell
     Site System Overview training described below.  If Customer elects to
     perform such installation itself, CTS will provide the Cell Site System
     Installation training described below.

     1.   Cell Site System Overview

     Participant Prerequisite:  Demonstrated familiarity with PC-type hardware
     systems.  Previous experience working in the cell site environment
     recommended.

     Duration:  Approximately four hours of classroom instruction.  Observation
     of installation of up to three Cell Site hardware systems.  Cell site
     observation to be conducted according to a mutually-agreed-upon schedule.

     Facilities requirements:  Classroom and cell site, as described above.

     Maximum number of participants:  Governed by cell site environment
     restrictions, as described above.

     Timing:  To be conducted at a mutually agreed upon time.

     Course Description:  This course is targeted at carrier personnel who
     currently work supporting the carrier's cell sites.  The training includes
     an overview of CSS hardware infrastructure, training in composition and
     layout of CTS additions to cell sites, and a basic understanding of network
     interfaces and problem solving techniques including the cell site
     relationship to the regional processor.

     2.   Cell Site System Installation

     Participant Prerequisite:  Demonstrable skills installing and maintaining
     PC-type hardware systems.  Previous experience working in the cell site
     environment recommended.  [*]

     Duration:  Approximately four hours of classroom instruction. 
     Participation in installation of at least five Cell Site hardware systems,
     with the Cell Sites selected including a representative sample of the
     possible interfacing requirements (RF connection and networking).  Cell
     site training to be conducted according to a mutually-agreed-upon schedule.

     Facilities requirements:  Classroom and cell site, as described above.

     Maximum number of participants:  Governed by cell site environment
     restrictions, as described above.

     Timing:  To be conducted after installation of Regional Processor, unless
     the parties otherwise agree to in writing.

     Course Description:  This course is targeted at carrier personnel who
     currently work supporting the carrier's cell sites. This includes an
     overview of CSS hardware infrastructure, proper 


MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 38


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     handling and installation of CSS components, and a basic understanding 
     of network interfaces and problem solving techniques.

     Course Requirement:  This CTS training session is required for all Customer
     personnel who will be performing installation of Cell Site System hardware
     at Cell Sites, until CTS makes available a "Train the Trainer" program to
     enable Customer to train its own personnel for the installation of Cell
     Site System hardware.  When available, participation in the "Train the
     Trainer" program will be required for up to two designated Installation
     Trainers for Customer.  Upon CTS certification, such Installation Trainers
     will be responsible for training Customer personnel in accordance with the
     CTS-provided curriculum for Cell Site System Installation training, and for
     maintaining Installation Trainer certification in accordance with CTS 
     re-certification requirements.  CTS will provide such "Train the Trainer"
     program on such terms and for such training fees as CTS and Customer
     mutually agree to in writing.

C.   CELL SITE SYSTEM MAINTENANCE TRAINING

     Participant Prerequisite:  Cell Site System Installation training, as
     described above.  In addition, demonstrable skills repairing PC-type
     hardware systems.  Previous experience working in a cell site environment
     recommended.

     Duration:  Approximately four hours of classroom training and eight hours
     of on-the-job, participatory training in the cell site environment.

     Facilities requirements: Classroom and cell site, as described above.

     Maximum number of participants:  Governed by cell site environment
     restrictions, as described above.

     Timing:  To be conducted after installation of Regional Processor and at
     least five Cell Site Hardware systems in the Licensed Market, and 
     end-to-end verification of System functionality, unless the parties 
     otherwise agree to in writing.

     Course Description:  This course is targeted at carrier personnel who
     currently perform hardware repairs on cellular network equipment.  The
     course includes basic trouble-shooting techniques of the CSS environment,
     proper handling of CSS hardware, and CSP component replacement.

     Course Requirement:  This CTS training session is required for all Customer
     personnel who will be performing maintenance of Cell Site System hardware
     at Cell Sites, until CTS makes available a "Train the Trainer" program to
     enable Customer to train its own personnel for the maintenance of Cell Site
     System hardware.  When available, participation in the "Train the Trainer"
     program will be required for up to two designated Maintenance Trainers for
     Customer.  Upon CTS certification, such Maintenance Trainers will be
     responsible for training Customer personnel in accordance with the 
     CTS-provided curriculum for Cell Site System Maintenance training, and for
     maintaining Maintenance Trainer certification in accordance with CTS 
     re-certification requirements.  CTS will provide such "Train the Trainer"
     program on such terms and for such training fees as CTS and Customer
     mutually agree to in writing.



MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 39


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                                  SCHEDULE G
                                      TO
                     MASTER PURCHASE AND LICENSE AGREEMENT

                   TECHNICAL MANAGERS - OVERALL COORDINATION


CTS TECHNICAL MANAGERS:

Primary:  [*]
          Cellular Technical Services Company, Inc.
          2401 Fourth Avenue, Suite 808
          Seattle, Washington  98121
          [*]

Back Up:  [*]
          Cellular Technical Services Company, Inc.
          2401 Fourth Avenue, Suite 808
          Seattle, Washington  98121
          [*]
          Fax: (206) 443-1550

CUSTOMER TECHNICAL MANAGERS:

Primary:  [*]
          4410 Rosewood Drive
          Pleasanton, California  94588
          [*]

Back Up:  [*]
          4410 Rosewood Drive 
          Pleasanton, California  94588
          [*]



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                                 SCHEDULE H
                                      TO
                   MASTER PURCHASE AND LICENSE AGREEMENT

                           NONDISCLOSURE AGREEMENT


Attached to this Schedule is a copy of the Nondisclosure Agreement dated as of
August 29, 1995, between Cellular Technical Services Company, Inc. and Customer.






















MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 41


<PAGE>

                       CONFIDENTIAL DISCLOSURE AGREEMENT

   THIS AGREEMENT is effective as of August 29, 1995, by and between GTE 
Mobilnet Service Corp., GTE Mobilnet of California Limited Partnership and 
GTE Mobilnet of Santa Barbara Limited Partnership (hereinafter collectively 
called "GTE") and Cellular Technical Services Company, Inc., having an 
address at 2401 Fourth Avenue, Suite 803, Seattle, WA 98121 (hereinafter 
called "CTS").

   WHEREAS, each party wishes to disclose to the other party certain 
information relating to its proprietary technology, some of which information 
the transmitting party deems to be confidential, and trade secrets; and 

   WHEREAS, each party is willing to receive from the other party such 
information for the purpose of evaluating whether the parties wish to enter 
into a business relationship between CTS and GTE, (the "Project").

   NOW THEREFORE, in consideration of the foregoing premises and the mutual 
covenants and promises herein contained, the parties hereto agree as follows:

   1.  This Agreement shall terminate upon completion of the Project or four 
(4) years from the effective date first stated above, whichever occurs first. 

   2.  Confidential Information, as used herein, shall mean: (a) written or 
documentary information which (i) relates to the above identified subject 
matter, (ii) is received by one party directly or indirectly from the other 
party, and (iii) is marked "Confidential" or "Proprietary Confidential", or 
bears a marking of like import, or which one party states in writing at the 
time of transmittal to or receipt by the other party is to be considered 
confidential; and, (b) orally disclosed information which relates to the 
above identified subject matter and which the transmitting party, within 
twenty (20) days after the first oral disclosure thereof, confirms in a 
writing delivered to the receiving party the confidential nature of such 
orally disclosed information. Such writing shall be sufficiently specific to 
enable the receiving party to identify the information considered to be 
confidential. The transmitting party shall have the right to correct any 
inadvertent failure to designate information as confidential or proprietary 
by written notification to the receiving party as soon as practical (but in 
no event later than ten (10) business days) after such error is determined by 
the transmitting party. Upon receipt of such notification, the receiving 
party shall, from that time forward, treat such information as Confidential 
Information in accordance with this Agreement.

   3.  The term "Trade Secrets" as used in this Agreement shall mean 
Confidential Information that:



<PAGE>

       (i)   derives economic value, actual or potential, from not being 
generally known to, and not being readily ascertainable by proper means by, 
other persons who can obtain economic value from its disclosure or use; and

       (ii)  is the subject of efforts that are reasonable under the 
circumstances to maintain its secrecy.

   4.  The terms "Confidential Information" and "Trade Secrets" do not 
include, and the receiving party shall have no obligation with respect to 
information, which:

       (i)   is already known to the receiving party at the time of the first 
disclosure thereof to the receiving party as evidenced by prior documentation 
or other tangible embodiments of such information thereof; or

       (ii)  is or becomes publicly known through no wrongful act of the 
receiving party; or

       (iii) is rightfully received by the receiving party from a third party 
without restriction and without breach of this or any other Agreement, or

       (iv)  is approved for release by written authorization of an officer 
of the transmitting party at the vice president level or higher.

The receiving party shall have the burden of proving the existence of any of 
the exclusions described in this Section 4. 

   5.  The Parties acknowledge and agree that as part of the evaluation of 
the Project, the parties will obtain and have access to Confidential 
Information and Trade Secrets of the other party and that the 
misappropriation, unauthorized use or disclosure of such Confidential 
Information or Trade Secrets would cause irreparable harm to the parties 
to this Agreement. The parties agree to use the same degree of care to avoid 
and prevent disclosure of any party's Confidential Information and Trade 
Secrets as each party uses to prevent disclosure of its own Confidential 
Information and Trade Secrets of a similar nature (which is in any event no 
lesser standard than that which a reasonable person or business would utilize 
with respect to its own similar trade secrets or confidential information).

   6.  With respect to any Confidential Information, each party agrees that 
following the disclosure of Confidential Information pursuant to this 
Agreement, they shall not directly or indirectly use for any purpose 
whatsoever or disclose any Confidential Information that the parties may have 
or acquire in connection with the Project except as authorized in writing by 
an officer (at the vice president level or higher) of the party to whom the 
Confidential Information belongs.


<PAGE>

   7.  With respect to any Trade Secrets, each party agrees not to use for 
any purpose whatsoever or disclose the Trade Secrets of the other party at 
any time hereafter except as authorized herein or until such Trade Secrets 
become generally available to the public by independent discovery or 
development or publication. The rights of the parties to protection of their 
Trade Secrets in this Agreement are in addition to the rights which the 
parties have under common or statutory law for the protection of Trade 
Secrets.


   8.  The parties to this Agreement agree to disclose the other party's 
Confidential Information or Trade Secrets only to their own employees and 
affiliates directly involved in the evaluation of the Project with a need to 
know. The receiving party shall be responsible for the failure of any of its 
employees or affiliates to fully comply with all provisions of the Agreement. 
Neither party hereto shall, internally or in conjunction with any other 
person, reverse engineer, reverse compile or reverse assemble the 
Confidential Information or Trade Secrets of the other party, or use such 
Confidential Information or Trade Secrets for its own benefit or for the 
benefit of others, for any purpose other than the purposes expressly 
authorized herein in connection with the evaluation of technology described 
in the Whereas Clauses, above. For purposes of this Agreement, the term 
"affiliate" shall mean any corporation, firm, partnership or other legal 
entity which is owned or controlled by any of the parties hereto to the 
extent of equal to or more than fifty percent (50%) of the equity interest 
having the power to vote on or otherwise to direct affairs of the entity. The 
party disclosing to an affiliate any Confidential Information and/or Trade 
Secrets shall notify the affiliate of its obligations under this Agreement. 
Each of the undersigned GTE entities shall be jointly and severably liable for 
any breach of this Agreement by an affiliate of any of the undersigned GTE 
entities.

   9.  The parties to this Agreement agree that all Confidential Information 
or Trade Secrets of the transmitting party are the exclusive property of such 
party and agree promptly to return to such party upon demand, all such 
Confidential Information or Trade Secrets and copies thereof, furnished under 
this Agreement which is either received in or reduced to material form.

  10.  Nothing contained in this Agreement shall be construed as (i) 
requiring a party to disclose, or to accept, any particular information, or 
(ii) granting to the receiving party a license, either express or implied, 
under any patent, copyright, trade secret, or other intellectual property 
rights now or hereafter owned, obtained, or licensable by the other party.

  11.  Except as otherwise provided in this Agreement, all notices required 
or permitted to be given hereunder shall be in writing and shall be valid and 
sufficient if dispatched by certified or registered mail, postage prepaid, in 
any post office in the United States, by recognized courier, or 
hand-delivered, addressed as follows:


<PAGE>

       If to CTS:

                 Attn.: Legal Department
                 Cellular Technical Services Company, Inc.
                 2401 Fourth Avenue, Suite 803
                 Seattle WA 98121

       If to GTE:

                  GTE Mobilnet of California Limited Partnership, GTE Mobilnet
                      of Santa Barbara Limited Partnership and GTE Mobilnet 
                      Service Corp.
               Attn.: Vice President/General Manager
                      4410 Rosewood Drive
                      Pleasanton, CA 94588
                  cc: Regional Counsel
                      4410 Rosewood Drive
                      Pleasanton, CA 94588

Either party hereto may change its address by a notice given to the other 
party in the manner set forth above. Notices given as herein provided shall 
be considered to have been received 5 days after mailing thereof, or when 
actually received, whichever occurs first.

  12.  Neither party under this Agreement shall publicly announce or disclose 
the existence of this Agreement, or its contents, any discussions relating 
thereto, or the discussions of the business relationship being considered, 
without the prior consent of the other party or except as may be required by 
law, in which case the party required to make disclosure shall give the other 
party the maximum feasible prior notice of such disclosure.

  13.  The provisions of Paragraph 12 of this Agreement and the provisions of 
this Agreement concerning nondisclosure and use of Confidential Information 
and Trade Secrets shall survive the expiration or termination of this 
Agreement.

  14.  This Agreement expresses the entire agreement and understanding 
between the parties respecting the subject matter hereof and shall not be 
modified except by a writing signed by authorized representatives of the 
parties on or after the date hereof.

  15.  The persons executing this Agreement for and on behalf of the parties 
hereto represent that they are fully authorized to do so for and on behalf of 
their respective principals.

  16.  The parties hereto recognize and agree that money damages are an 
inadequate remedy for breach of this Agreement by the receiving party and 
further recognize that breach of this Agreement by the receiving party would 
result in irreparable 


<PAGE>

harm to the transmitting party. Accordingly, in the event of a breach or 
threatened breach by the receiving party, the receiving party may be enjoined 
from engaging in any activity prohibited by this Agreement by injunction 
issued by a court of competent jurisdiction. In any suit, proceeding or 
action to enforce any term, condition or covenant of this Agreement or to 
procure an adjudication or determination of the rights of the parties hereto, 
the prevailing party shall be entitled to recover from the other party 
reasonable sums as attorneys' fees and costs and expenses in connection with 
such suit, proceeding or action, including actions taken prior to a lawsuit, 
and including an appeal, which sums shall be included in any judgment or 
decree entered therein. If neither party wholly prevails, the party that 
substantially prevails shall be awarded reasonable attorneys' fees and 
related costs and expenses.

   IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of 
the effective date first written above.

CELLULAR TECHNICAL SERVICES COMPANY, INC.

By:  /s/ Kyle R. Sugamele
    ---------------------------------------------------
Title: Vice President and General Counsel
       ------------------------------------------------
Date:  
       ------------------------------------------------

GTE MOBILNET SERVICE CORP.

By:  /s/ Benjamin E. Kahrnoff
    ---------------------------------------------------
Title: Vice President/General Manager-California Region
       ------------------------------------------------
Date:  
       ------------------------------------------------

GTE MOBILNET OF CALIFORNIA LIMITED PARTNERSHIP by GTE MOBILNET 
INCORPORATED, its GENERAL PARTNER

By:  /s/ Benjamin E. Kahrnoff
    ---------------------------------------------------
Title: Vice President/General Manager-California Region
       ------------------------------------------------
Date:  
       ------------------------------------------------

GTE MOBILNET OF SANTA BARBARA LIMITED PARTNERSHIP by GTE 
MOBILNET INCORPORATED, its GENERAL PARTNER

By:  /s/ Benjamin E. Kahrnoff
    ----------------------------------------------------
Title: Vice President/General Manager-California Region
       -------------------------------------------------
Date:  
       -------------------------------------------------



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[*]






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  EXCHANGE COMMISSION

                      MASTER PURCHASE AND LICENSE AGREEMENT

                    This Master Purchase and License Agreement is made as of 
October 14, 1996, by and between CELLULAR TECHNICAL SERVICES COMPANY, INC., a 
Delaware corporation ("CTS"), and AMERITECH MOBILE COMMUNICATIONS, INC. , a 
Delaware corporation doing business as Ameritech Cellular Services 
("Customer").  In consideration of the mutual promises and covenants 
contained herein and for other good and valuable consideration, the receipt 
and sufficiency of which is hereby mutually acknowledged, CTS and Customer 
hereby agree as follows:

                    1.   DEFINITIONS.  Whenever used in this Agreement, the 
following terms shall have the following meanings:

                         1.1  "Acceptance Test Plan" means either one of the 
following plans as the context may require:  (i) the Standard Acceptance Test 
Plan attached hereto as Schedule E-1; and (ii) the Acceptance Test Plan [*] 
attached hereto as Schedule E-2.

                         1.2  "Agreement" means this Master Purchase and 
License Agreement and the attached Schedules, together with all amendments 
and supplements which may be made thereto from time to time.

                         1.3  "Customer Facility" means each MTSO, Cell Site, 
or other
 location within a Licensed Market at which any Component of a System 
is installed or to be installed under this Agreement.

                         1.4  "Cell Site" means a cellular radio base station 
location consisting of radio, antenna, and power equipment, which provides 
cellular telecommunications service to a particular geographic area, and in 
which certain Components of a System are installed in accordance with this 
Agreement and an applicable Market Purchase Agreement.  The term "Cell Site" 
shall exclude mini-cells, micro-cells, and radio frequency (RF) extenders, 
except as otherwise set forth in Subsection 8.5, below.

                         1.5  "Component" means an individual item of the 
Hardware or Licensed Programs.

                         1.6  "Confidential Information" shall have the same 
meaning ascribed to such term in the Nondisclosure Agreement.

                         1.7  "Customization" means any modification, 
enhancement, or improvement to any Licensed Program that is made by CTS at 
Customer's request in accordance with this Agreement, and which is not made 
generally commercially available by CTS to other cellular carrier licensees 
in the United States.

                         1.8  "Documentation" means CTS's standard user 
manual(s) for a System and all other written explanatory documentation for a 
System which CTS furnishes to Customer for purposes of this Agreement (as the 
same may be reasonably modified or updated from time to time by CTS with 
notice to Customer).  Documentation may include, if applicable, documentation 
provided to CTS by its suppliers or licensors to the extent CTS is authorized 
by them to provide such documentation to Customer under this Agreement.

MASTER PURCHASE AND LICENSE AGREEMENT                                   PAGE 1

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                         1.9 "Fees" means the monies required to be paid by 
Customer to CTS under this Agreement, including without limitation charges 
for Hardware, Licensed Programs, out-of-pocket reimbursable expenses, and any 
other charges for goods and/or services provided by CTS in connection with 
this Agreement.

                         1.10 "Hardware" means the following with respect to 
the System installed or to be installed in a given Licensed Market:  (i) the 
computer equipment and peripherals (including any operating system software 
bundled with such equipment as supplied by the equipment manufacturer) 
described in the applicable Market Purchase Agreement for such System in such 
quantities as CTS and Customer agree are necessary to operate the initial 
configuration of such System; and (ii) any additional computer equipment and 
peripherals as CTS and Customer may, from time to time, agree in writing to 
add to such System as Hardware.

                         1.11 "Implementation Schedule" means each mutually 
acceptable schedule showing the time periods during which CTS and Customer 
will cause appropriate persons to begin and complete delivery, installation, 
training, and acceptance testing of particular Components for a System.

                         1.12 "Infrastructure and Environmental Requirements" 
means the physical, electrical, connectivity, and other infrastructure and 
environmental requirements described in Documentation furnished by CTS to 
Customer (as the same may be reasonably modified or updated from time to time 
by CTS with approval by Customer), which requirements are to be satisfied by 
Customer at each Customer Facility in accordance with this Agreement.

                         1.13 "Intellectual Property Rights" means any 
patent, copyright, trade secret, trademark, or other intellectual property 
right.

                         1.14 "License" means the license granted to Customer 
under Subsection 2.1, below.

                         1.15 "Licensed Programs" means the following with 
respect to the System installed or to be installed in a given Licensed 
Market:  (i) the CTS-owned computer software (including firmware and 
patches), in object code form only, and the Third-Party Software, in object 
code form only, described in the applicable Market Purchase Agreement for 
such System; (ii) all New Releases, Maintenance Releases, and Customizations 
provided by CTS to Customer for such System; and (iii) any additional 
software, data tables, and programs as CTS and Customer may, from time to 
time, agree in writing to add to such System as Licensed Programs.

                         1.16 "Licensed Market" means, for each of the market 
areas identified in the attached SCHEDULE C, the aggregate of:  (i) the 
cellular service areas identified in the attached SCHEDULE C for such market 
area which are covered by a System installed in accordance with this 
Agreement and an applicable Market Purchase Agreement; and (ii) any 
additional area as CTS and Customer may, from time to time, agree in writing 
to add to this Agreement as a Licensed Market.  Customer may, in its 
discretion, add to the list of cellular service areas within a market area 
identified in the attached SCHEDULE C by providing CTS with notice of such 
addition.

                         1.17 "Maintenance Release" means a correction of 
errors, bugs, or defects in the Licensed Programs which is made generally 
commercially available by CTS to its cellular carrier licensees in the United 
States, and may also include, at CTS's discretion, any minor modification, 
enhancement, or improvement to the Licensed Programs.

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                         1.18 "Market Purchase Agreement" means the agreement 
between CTS and Customer specifying the pricing, sizing, configuration, and 
Customer's election of available options for the initial configuration of a 
System and/or for an expansion of such System.  Such agreement shall be based 
on the CTS standard form Market Purchase Agreement (as the same may be 
reasonably modified or updated from time to time by CTS with approval by 
Customer).

                         1.19 "Mobile Telephone Switching Office" or "MTSO" 
means an automatic system which constitutes the interfaces for user traffic 
between a cellular network and other public switched networks or other mobile 
telephone switching offices within the same network or a central control 
center for mobile telephone switching centers.

                         1.20 "New Release" means any computer program or 
portion thereof which involves any modification, enhancement, or improvement 
to any Licensed Programs that is:  (i) made generally commercially available 
by CTS to its cellular carrier licensees in the United States; (ii) 
identified by CTS as either a "major" or "minor" new release; and (iii) not 
merely a Maintenance Release.

                         1.21 "Nondisclosure Agreement" means that certain 
Bilateral Nondisclosure Agreement dated as of the date of this Agreement, 
between CTS and Customer with respect to the protection and security of the 
Confidential Information of CTS and Customer, together with all amendments 
and supplements which may be made to such Nondisclosure Agreement from time 
to time.  A copy of the Nondisclosure Agreement is attached hereto as 
SCHEDULE H.

                         1.22  "Roaming Service Agreement" means that certain 
Service Agreement for Real-Time Prevention of Roaming Cloning Fraud dated as 
of the date of this Agreement between CTS and Customer.

                         1.23 "Specifications" means the functional 
specifications for a System as set forth in the attached SCHEDULE D.

                         1.24 "Support Services Agreement" means that certain 
Support Services Agreement dated as of the date of this Agreement between CTS 
and Customer.

                         1.25 "System" shall mean the combination of the 
Hardware and Licensed Programs installed at a single regional processor 
complex and at the Cell Sites served by such regional processor complex for 
use by Customer within one or more Licensed Markets in accordance with the 
terms of this Agreement and applicable Market Purchase Agreements.  "Initial 
System" means the initial System configuration defined in Subsection 4.3, 
below.

                         1.26 "Third Party" means any person or entity other 
than CTS or Customer.

                         1.27 "Third-Party Software" means the following with 
respect to a given System:  (i) the computer programs described in the 
applicable Market Purchase Agreement which are licensed to CTS by Third 
Parties and which CTS sublicenses to Customer, in object code form only, as 
part of the Licensed Programs, but for which CTS has no source code rights; 
and (ii) any additional software, data tables, and programs as CTS and 
Customer may, from time to time, agree in writing to add to such System as 
Third-Party Software.

                         1.28 "Year 2000 Processing" means processing by the 
Licensed Programs or other Components of a System, which is dependent upon 
usage of calendar dates, including dates on or

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after January 1, 2000.  Year 2000 Processing includes, in addition to 
software provided by CTS, any third party software embedded in the Components 
that manages and/or manipulates data involving dates, including single 
century formulas and multi-century formulas. Correct or proper Year 2000 
Processing means that the Licensed Programs and Components will not cause an 
abnormally ending dating scenario within the application or result in 
incorrect values generated involving such dates.

                    2.   LICENSE OF SOFTWARE.

                         2.1  GRANT OF LICENSE.  Subject to the terms of this 
Agreement, CTS hereby grants to Customer a non-exclusive, non-transferable 
license (the "License") to use the Licensed Programs and Documentation for 
the purpose of operating a System for its intended use, as described in the 
Specifications, within each Licensed Market.  The term of the License granted 
above [*] Licensed Programs and Documentation licensed and furnished 
hereunder for the purpose of operating Systems installed prior to the 
expiration or termination of this Agreement, subject to the terms of 
Subsection 14.3, below.

                         2.2  LICENSE LIMITATIONS.

                              2.2.1     The License sets forth the entirety 
of Customer's rights in connection with the Licensed Programs and 
Documentation and all Intellectual Property Rights in connection with the 
Licensed Programs and Documentation.  Accordingly, Customer shall not:  (i) 
use the Licensed Programs or Documentation for any purpose other than as 
expressly set forth in Subsection 2.1, above; or (ii) permit any Third Party 
to use or have access to any Licensed Programs or Documentation without the 
express prior written approval of CTS, except for agents of Customer who are 
authorized by Customer to use Licensed Programs in accordance with this 
Agreement and for whom Customer is responsible under Subsection 10.2, below.

                              2.2.2     Without limiting the generality of 
the foregoing, Customer shall not directly or indirectly do any of the 
following (except as expressly set forth in this Agreement or other written 
agreement between CTS and Customer):  (i) sublicense any rights under the 
License; (ii) print or copy the Licensed Programs, other than two (2) back-up 
copies for use solely by Customer in accordance with this Agreement; (iii) 
print or copy the Documentation, other than copies for use solely by Customer 
in accordance with this Agreement and in accordance with the confidentiality 
provisions of the Nondisclosure Agreement; (iv) modify or prepare derivative 
works of the Licensed Programs or Documentation; (v) reverse engineer, 
decompile, disassemble, or otherwise create, or attempt to create, or assist 
others to create, the source code form of any Licensed Programs or a product 
functionally equivalent to the System or any Licensed Programs, unless 
created without the use of any Licensed Programs or other Confidential 
Information of CTS; (vi) tamper with, modify, repair, replace, relocate, 
connect anything to, or disconnect any Component of a System, except for 
normal installation or maintenance of Components performed by 
properly-trained personnel in accordance with CTS-approved installation and 
maintenance procedures; or (vii) remove, obscure, or alter any Intellectual 
Property Right or confidentiality notices or legends appearing in or on any 
Licensed Programs or Documentation.  In addition, with respect to the notices 
and legends described above, Customer shall:  (a) ensure that each copy or 
reproduction of all or any portion of the Licensed Programs or Documentation 
includes all such notices and legends; and (b) upon CTS's reasonable request, 
and no more frequently than once per year, provide CTS with access to 
Customer's records and facilities at a time agreeable to Customer to audit 
and verify Customer's compliance with the terms of this Subsection 2.2.2.

                         2.3  NEW RELEASES, MAINTENANCE RELEASES, AND 
                              CUSTOMIZATIONS.

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                              2.3.1     NEW RELEASES.  After the initial 
installation of a System, CTS will provide all New Releases for such System 
to Customer [*] so long as Customer continuously purchases for such System 
the software subscription services described in the Support Services 
Agreement and Customer is not in breach or default under this Agreement or 
the Support Services Agreement.  Otherwise, CTS will provide New Releases for 
such System to Customer on such terms and conditions and for such Fees as the 
parties may mutually agree to in writing.  CTS agrees to give Customer 
reasonable prior notice in the event that any New Release requires the 
purchase of new or additional hardware or software.

                              2.3.2     MAINTENANCE RELEASES.  After the 
initial installation of a System, CTS will provide all Maintenance Releases 
for such initial System to Customer [*] so long as Customer continuously 
purchases for such System the basic support services offered pursuant to the 
Support Services Agreement and Customer is not in breach or default under 
this Agreement or the Support Services Agreement.  Otherwise, CTS will 
provide Maintenance Releases for such System to Customer on such terms and 
conditions and for such Fees as the parties may mutually agree to in writing.

                              2.3.3     CUSTOMIZATIONS.  Customer may, from 
time to time, wish to have certain features of the Licensed Programs 
customized to its specifications.  CTS shall have the exclusive right to make 
and deliver such Customizations.  Any work performed to make Customizations, 
or to develop or modify any interface with CTS products, shall be on such 
terms, conditions, and procedures and for such fees as CTS and Customer may 
mutually agree to in writing.  The parties agree that the provisions of this 
Subsection do not restrict the rights of Customer to develop and make 
applications to interface with CTS products.

                         2.4  CHANGES TO CUSTOMER EQUIPMENT OR SOFTWARE.  If 
Customer plans to install new or additional switching equipment or software 
for its switch, or data networking or other equipment or software, or if 
Customer is informed by its provider of switching, interconnection, or other 
equipment or software that new or additional equipment or software will be 
installed, Customer will notify CTS in writing if such installation could 
reasonably be expected to adversely affect a System, as soon as reasonably 
possible prior to such installation (but at a minimum Customer will provide 
such advance notice as Customer customarily provides other vendors who 
interface with its cellular networks).  In such notice, Customer will specify 
in detail the changes and their effects, if known, and will cooperate with 
CTS in determining such effects as soon as practicable after such notice, 
and, in any event, prior to such installation.  After receipt of the notice 
described above, and so long as Customer is not in breach or default under 
this Agreement, CTS will use commercially reasonable efforts to determine 
whether any modifications are required to the affected System due to any such 
new or additional equipment or software and, if such modifications are 
required, CTS will use commercially reasonable efforts to provide the same on 
such terms and conditions and for such additional fees as the parties may 
mutually agree to in writing.  Except as the parties otherwise expressly 
agree to in writing, the performance warranties set forth in Section 11, 
below, will not apply if any Components are adversely affected by any of the 
new or additional equipment or software described in this Subsection.

                    3.   SUPPLY OF HARDWARE.

                         3.1  FROM CTS.  Subject to the terms of this 
Agreement, CTS hereby agrees to sell, and Customer hereby agrees to buy, the 
Hardware described in the applicable Market Purchase Agreement for a given 
System in such quantities as CTS and Customer agree are necessary to operate 
such System.

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                         3.2  FROM THIRD PARTIES.  Notwithstanding Subsection 
3.1, above, Customer may purchase quantities of the CTS-certified Hardware 
specified in the attached SCHEDULE B either from CTS or Third Parties 
approved in advance and in writing by CTS, subject to the terms of this 
Agreement.  CTS-certified Hardware purchased from Third Parties will be 
subject to an integration Fee as specified in the attached SCHEDULE A.  CTS 
may, from time to time, update the list of CTS-certified Hardware specified 
in SCHEDULE B with written notice to Customer. Except as specifically set 
forth herein, CTS shall have no liability with respect to any Hardware 
components supplied by any person or entity other than CTS.

                    4.   SYSTEM DEPLOYMENTS.

                         4.1  COMMITMENTS FOR SYSTEM DEPLOYMENTS.

                              4.1.1     MINIMUM COMMITMENT.  As partial 
consideration for [*], as set forth in [*] Customer hereby commits to 
purchase from CTS such quantities of Components such that the aggregate size 
of all Systems within the Licensed Markets shall be [*] which includes a 
minimum purchase of Components for:  (i) [*] and (ii) [*]  If Customer does 
not comply with the foregoing commitments within the corresponding time 
periods described above, and such noncompliance is not caused by CTS's 
failure to make timely delivery in time to meet such schedule, then CTS may, 
at its election and upon written notice to Customer, [*] granted by CTS to 
Customer with respect to [*] placed after the date that Customer fails to 
comply with this Subsection.

                              4.1.2     FORECASTS.  As of the date of this 
Agreement, and at the end of each calendar quarter during the term of this 
Agreement, Customer will provide CTS with a written rolling forecast of 
Customer's estimated purchases of Components hereunder (in terms of Cell Site 
expansion) for the ensuing twelve-month period.  ALL FORECASTS ARE FOR 
PLANNING PURPOSES ONLY AND ARE NON-BINDING.  All forecasts shall be made in 
good faith and reflect Customer's best estimates after due consideration.  
All purchases hereunder shall be made only pursuant to mutually acceptable 
Market Purchase Agreements, as described in Subsection 4.2, below.

                         4.2  SYSTEM DEPLOYMENTS IN GENERAL.  The parties 
hereby agree that the initial configuration of a System, and each expansion 
of such System, will be deployed for commercial use pursuant to the terms and 
conditions of this Agreement and a Market Purchase Agreement (or Addendum 
thereto).  Each Market Purchase Agreement must be executed by an authorized 
representative of Customer and an officer of CTS at the vice president level 
or higher.  Each System deployment shall:  (i) consist of the combination of 
the Hardware and Licensed Programs identified in the applicable Market 
Purchase Agreement; (ii) be installed at the Customer Facilities and in 
accordance with the Implementation Schedule identified in the applicable 
Market Purchase Agreement; (iii) be supported pursuant to the support 
services options selected by Customer in the applicable Market Purchase 
Agreement; (iv) be subject to the Fees and payment terms set forth in Section 
9, below, and in the attached SCHEDULE A; and (v) be subject to acceptance 
testing in accordance with Section 7, below, and the applicable Acceptance 
Test Plan set forth in the attached SCHEDULE E.

                         4.3  INITIAL SYSTEM DEPLOYMENT.  Customer agrees 
that, contemporaneously with the execution of this Agreement by the parties, 
CTS and Customer will execute a Market Purchase Agreement, pursuant to which 
the parties will deploy Customer's first System (the "Initial System") 
consisting of [*] for acceptance testing in accordance with:  (i) the terms 
of Section 7, below; (ii) the Standard Acceptance Test Plan set forth in the 
attached Schedule E-1; and (iii) the Acceptance Test Plan [*] set forth in 
the attached Schedule E-2.  In connection with this deployment:  (a) CTS 
agrees to use

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best efforts, with Customer's cooperation, to [*] (b) the parties agree that 
the Initial System will involve only Cell Sites currently supported by the 
System, and will not involve [*] below; (c) Customer may elect, at its 
option, to perform the acceptance testing on the Initial System configuration 
on [*]; and (d) each party will use commercially reasonable efforts to 
complete all acceptance testing on such Initial System by [*]  Subject to the 
provisions of Section 6, below, if CTS [*], then, for each of such [*] the [*]
 applicable to such [*] to those specified under the designation [*] in such 
Subsections.

                         4.4  ADDITIONAL SYSTEM DEPLOYMENTS.  As part of the 
Market Purchase Agreement described in Subsection 4.3, above, the parties 
agree to expand the Initial System by an additional [*] over time, which may 
involve the [*.]  CTS agrees to [*] in accordance with the following [*]:

                                   [*   *

                                   *    *

                                   *    *

                                   *    *

                                   *    *

                                   *    *

                                   *    *

                                        *]

Subject to the provisions of Section 6, below, if CTS [*] the number of [*]
specified above on the corresponding [*] specified above, then, for each of 
the [*] after the corresponding [*], the Fees under Subsections 1.1 and 2.1 
of the attached SCHEDULE A applicable to such [*] to those specified under 
the designation [*] in such Subsections.

                         4.5  GOVERNING TERMS.  This Agreement shall govern 
all terms of the license of Licensed Programs and sale of Hardware from CTS, 
except as set forth in the applicable Market Purchase Agreement.  In no event 
shall any terms and conditions of any other document alter or amend any 
provision of this Agreement, the applicable Market Purchase Agreement, or 
otherwise control, unless CTS and Customer specifically agree in writing that 
such terms shall control.

                    5.   DELIVERY AND INSTALLATION.

                         5.1  DELIVERY.

                              5.1.1     SHIPMENT.  Components to be delivered 
by CTS hereunder or under a Market Purchase Agreement will be delivered to a 
freight carrier at CTS's facilities in Seattle, Washington U.S.A. or at such 
other locations as CTS may specify from time to time.  Such Components will 
be delivered in accordance with the terms of this Agreement, the applicable 
Market Purchase Agreement, and on an Implementation Schedule agreed upon by 
both CTS and Customer.  CTS reserves the right to make partial shipments and 
to make shipments at times convenient to CTS; PROVIDED, that in each case CTS 
[*] in all material respects except as otherwise provided under this 
Agreement or any other written agreement between CTS and Customer.

                              5.1.2     TITLE.  Title to Hardware purchased 
from CTS shall pass to Customer upon CTS's delivery thereof to a freight 
carrier at CTS's facilities in Seattle, Washington U.S.A. or at such other 
locations as CTS may specify from time to time.

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                              5.1.3     INSURANCE, SHIPPING CHARGES, AND RISK 
OF LOSS. All Fees are F.O.B. at CTS's facilities in Seattle, Washington  
U.S.A.  In addition to the Fees described in Section 9, below, and in the 
attached SCHEDULE A, Customer shall pay all insurance, freight, brokerage, 
and handling charges associated with all shipments of Components.  Customer 
shall insure the contents of such shipments against damage and risk of loss 
during shipment and thereafter; however, at [*] request, [*]  CTS shall 
assume no liability in connection with such shipments; PROVIDED, HOWEVER, 
that CTS shall take directions from Customer and otherwise assist Customer in 
coordinating such shipments.  In the absence of specific written instructions 
from Customer, CTS shall select the freight carrier for shipments from CTS, 
but such freight carrier shall not be construed as CTS's agent.

                         5.2  INSTALLATION AND READINESS OF CUSTOMER 
                              FACILITIES.

                              5.2.1     TECHNICAL MANAGERS.  Customer and CTS 
shall each designate and provide the other party with the name, address, and 
telephone number of one (1) primary and one (1) back up technical manager for 
overall coordination between Customer and CTS with respect to the 
installation and acceptance of Components for Systems.  The initial technical 
managers of Customer and CTS for such overall coordination are identified in 
the attached SCHEDULE G.  Each party shall have the right to replace 
technical managers by providing notice of such replacement to the other party.

                              5.2.2     INSTALLATION.  For each installation 
of Components at a Customer's MTSO (or other location at which regional 
processors for a System are installed or to be installed), CTS will perform 
the installation, subject to the terms and conditions of this Agreement and 
the Fees set forth in SCHEDULE A.  For each installation of Components at a 
Cell Site, Customer, at its option, may perform the installation itself or 
request that the installation be performed by CTS, subject to the terms and 
conditions of this Agreement and the Fees set forth in SCHEDULE A.  Prior to 
any installation by Customer or any mutually acceptable Third Party, the 
installers for such entities must first complete CTS training for such 
installation as set forth in the attached SCHEDULE F.  CTS and Customer agree 
to use commercially reasonable efforts to effect installations of Components 
in accordance with the applicable Implementation Schedule.  For any 
installations conducted by CTS, CTS will [*]Customer will assist CTS as CTS 
reasonably requests to ensure [*].  In the event that [*], CTS and Customer 
will work together to reach a mutually acceptable solution which [*] is 
otherwise acceptable to both parties.

                              5.2.3     READINESS OF CUSTOMER FACILITIES.  
Customer shall maintain Customer Facilities in compliance with the 
Infrastructure and Environmental Requirements at all times during the term of 
this Agreement. Prior to shipment of any Components by CTS or Third Parties 
to any Customer Facility, Customer shall certify compliance with the 
Infrastructure and Environmental Requirements with respect to such facility.  
If CTS elects to inspect for such compliance, CTS will perform such 
inspection in accordance with the Implementation Schedule.  If, upon 
inspection, CTS determines that the Infrastructure and Environmental 
Requirements are not met,  CTS will promptly notify Customer, and Customer 
shall cure the Infrastructure and Environmental Requirements defects within 
[*] of receipt of CTS's notice.  If, in the reasonable opinion of CTS, all 
Infrastructure and Environmental Requirements are not met within such [*], 
then CTS shall be entitled to reschedule the installation and any other 
affected items on the Implementation Schedule as is reasonable given the 
circumstances.  If any delay in meeting the Infrastructure and Environmental 
Requirements causes the CTS installers or other personnel to remain longer 
than the scheduled installation days, or to make additional trips to Customer 
Facilities, then, in addition to the Fees specified in SCHEDULE A, Customer 
shall pay all additional travel and lodging expenses approved by Customer and 
in accordance with SCHEDULE A, plus CTS's then-current day charge for each 
day that each installer or other personnel is required to be at the 
installation site beyond the scheduled number of days.

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                    6.   RESCHEDULING.

                         6.1  RESCHEDULING IN GENERAL.  CTS and Customer will 
prepare mutually acceptable Implementation Schedules and the parties will 
comply with such Implementation Schedules in all material respects.  Except 
as the parties expressly agree to in writing or as otherwise provided herein, 
all modifications or rescheduling of any material item on an Implementation 
Schedule shall be [*]. If in CTS's opinion any rescheduling affects other 
scheduled shipments or scheduled items on an Implementation Schedule, CTS may 
reschedule such other shipments or items as is reasonable given the 
circumstances.  Customer shall pay CTS's out-of-pocket costs and expenses 
attributable to any rescheduling by or due to the fault of Customer, 
including without limitation increased costs of Components, all costs and 
charges associated with CTS's prepayment of Components and storage charges.  
CTS shall pay Customer's out-of-pocket costs and expenses attributable to any 
rescheduling by or due to the fault of CTS.

                         6.2  DELAYS BEYOND REASONABLE CONTROL.  If any 
Component shipped from CTS is lost or damaged during shipment, CTS will use 
best efforts to reschedule a replacement shipment to meet the applicable 
Implementation Schedule.  CTS shall not be liable for delays in any 
Implementation Schedule or any other delivery, shipment, installation, or 
acceptance testing of Components due to delays beyond its reasonable control 
(but, in any event, the diversion of Components designated for Customer to 
fill orders from other customers of CTS shall not constitute grounds for 
acceptable delay).  In the event of any such delay, all scheduled items on 
any Implementation Schedule and other deliveries, shipments, installations, 
and acceptance testing of Components affected by such delay shall be extended 
for a period equal to the period of the delay, except as the parties 
otherwise expressly agree to in writing.  If any delivery of Components 
material to a System is delayed in excess of [*] due to no fault of CTS [*] 
then the exclusive remedy of Customer shall be the right to cancel any 
outstanding order under a Market Purchase Agreement affected by such delay.

                    7.   ACCEPTANCE.

                         7.1  ACCEPTANCE TESTING OF INITIAL SYSTEM.  After 
installation of the Initial System, representatives of CTS and Customer will 
perform acceptance testing upon the Initial System in accordance with both 
the Standard Acceptance Test Plan and the Acceptance Test Plan [*] set forth 
in the attached SCHEDULE E. Acceptance testing under each Acceptance Test 
Plan will commence upon certification by CTS that the Initial System is ready 
for testing under such plan (the "Start Date").  Thereafter, CTS and Customer 
will conduct acceptance tests using simulated and/or actual data in 
accordance with the applicable Acceptance Test Plan for the period set forth 
in such Acceptance Test Plan (the "Acceptance Testing Period").  During the 
Acceptance Testing Period, Customer may operate and test the Initial System 
in accordance with the applicable Acceptance Test Plan, which may include use 
of the Initial System in connection with Customer's cellular network for the 
purpose of collecting radio frequency "fingerprints."  Such use of the 
Initial System during the Acceptance Testing Period shall [*]  Within [*] the 
conclusion of the Acceptance Testing Period, Customer shall complete, 
execute, and deliver to CTS a copy of the Acceptance Test Plan (or otherwise 
deliver a written notice to CTS), which shall state with specificity whether 
the Initial System is accepted or, if not, to what extent the Initial System 
does not perform in accordance with the applicable Acceptance Test Plan.  The 
Initial System will be deemed accepted by Customer if:  (i) the applicable 
Acceptance Test Plan or notice completed and executed by Customer does not 
specify any such non-conformities; (ii) Customer uses the Initial System in 
connection with Customer's cellular network for the purpose of both 
collecting radio frequency "fingerprints" and interdicting counterfeit call 
attempts; or (iii) in the event of a dispute as to the performance of the 
Initial System, an executive panel of the parties or an arbitration panel 
concludes

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that the Initial System is performing in accordance with the applicable 
Acceptance Test Plan, as provided in Subsection 7.3, below.

                         7.2  CORRECTION OF NON-CONFORMITIES.  If the 
applicable Acceptance Test Plan or notice described in Subsection 7.1, above, 
specifies aspects of the Initial System's performance which do not perform in 
accordance with such Acceptance Test Plan (and if the Initial System is not 
otherwise deemed accepted by Customer under Subsection 7.1, above), then, 
within ten (10) days after CTS's receipt of such executed Acceptance Test 
Plan or notice, CTS will submit to Customer a written action plan, which will 
outline CTS's proposed course of action for resolution of the 
non-conformities and a timetable for re-testing the Initial System in 
accordance with Subsection 7.1, above.  Within ten (10) days after CTS's 
submission of the proposed action plan, the parties will agree on a final 
action plan, and CTS will thereafter work diligently to implement such final 
action plan.  Customer will make available to CTS all resources and 
facilities reasonably necessary to implement the final action plan, and will 
fully cooperate with CTS's efforts.  Upon the conclusion of a re-testing 
period specified in the final action plan, Customer shall complete and 
execute a copy of the applicable Acceptance Test Plan (or final action plan) 
or notice in the manner specified in Subsection 7.1, above.  The provisions 
of Subsection 7.1, above, shall apply to determine whether the Initial System 
is deemed accepted by Customer after such re-testing.  If CTS is unable to 
correct the non-conformities within the timetables and re-testing periods 
described in the final action plan so that the Initial System performs in 
accordance with the applicable Acceptance Test Plan, then Customer may, at 
its election, either: (i) terminate the License and the obligations of the 
parties hereunder as it applies to the Initial System by providing CTS with 
written notice of termination within thirty (30) days after expiration of the 
timetables and re-testing periods described in the final action plan, or 
within such other time period as the parties mutually agree to in writing; or 
(ii) retain the non-conforming Initial System if, within the time period for 
providing the notice of termination specified in clause (i), above, the 
parties mutually agree in writing on [*].  In addition, if, pursuant to this 
Subsection, [*] and the obligations of the parties hereunder with respect to 
the Initial System, [*]with respect to the Initial System [*] that all 
Components of the Initial System have been [*].

                         7.3  RESOLUTION OF DISPUTES OVER ACCEPTANCE.

                              7.3.1     The parties agree to settle any 
dispute arising out of the acceptance testing provisions described in this 
Section 7 through consultation and negotiation in good faith and in the 
spirit of mutual cooperation.  Accordingly, if, after the conclusion of any 
Acceptance Testing Period or re-testing period described in this Section 7, 
the parties dispute whether the Initial System is performing in accordance 
with the applicable Acceptance Test Plan, the parties agree to meet to try to 
resolve the dispute within fourteen (14) days after one party delivers a 
written request for a meeting to the other party.  Such meeting shall be 
attended by individuals with decision-making authority to attempt, in good 
faith, to negotiate a resolution of the dispute prior to pursuing other 
available remedies.  If, within fourteen (14) days after such meeting, the 
parties have not succeeded in negotiating a resolution of the dispute, then 
either party may commence arbitration under Subsection 7.3.2, below, by 
delivering a written demand for arbitration to the other party.

                              7.3.2     If either party commences arbitration 
in the manner described above, the dispute will be subjected to binding 
arbitration before a panel of three (3) independent arbitrators.  Such 
arbitration shall be held in [*], in accordance with the then-current rules 
of the Center for Public Resources, Institute for Dispute Resolution, as 
modified to be consistent with this Subsection.  Such arbitrators shall be 
selected by mutual agreement of the parties, or failing such agreement within 
thirty (30) days after delivery of the original written demand for 
arbitration, each party shall select one

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arbitrator and the two selected arbitrators shall mutually agree upon the 
selection of a third arbitrator within forty-five (45) days from delivery of 
the original written demand for arbitration.  The arbitrators shall have the 
authority to require the submission (at a hearing or otherwise) of such 
documents, information, testimony, and other items as the arbitrators may 
deem necessary to make a fair and reasonable decision.  Within sixty (60) 
days after the appointment of the arbitrators, the arbitrators will render a 
written decision. The arbitrators shall be limited to addressing the issues 
in dispute arising out of the acceptance testing provisions described in this 
Section 7 and interpreting the applicable provisions of this Agreement and 
the applicable Market Purchase Agreement in connection with such issues.  The 
parties agree that the System shall be deemed accepted for purposes of this 
Agreement if the arbitrators conclude that the System is materially 
performing in accordance with the applicable Acceptance Test Plan.  A 
judgment upon the award rendered by the arbitrators may be entered in any 
court having jurisdiction thereof and shall constitute a final adjudication 
of all matters submitted to arbitration.  The costs of all arbitration 
services, however, shall be shared equally by the parties.

                         7.4  APPLICATION TO SUBSEQUENT INSTALLATIONS.  The 
provisions of this Section 7 shall also apply to the acceptance of Components 
installed on a System after installation of the Initial System, except that:  
(i)  CTS and Customer shall only test the newly-installed Components as part 
of a System in accordance with the terms of the Standard Acceptance Test 
Plan; (ii) Customer may reject such newly-installed Components in the manner 
described in Subsection 7.1; (iii) CTS shall correct any non-conformities in 
the manner described in Subsection 7.2; and (iv) if CTS does not correct such 
non-conformities within the designated timetables and re-test periods, then 
Customer may, at its election, either:  (a) terminate the obligations of the 
parties only with respect to such newly-installed Components by providing CTS 
with written notice of termination within thirty (30) days after expiration 
of the designated timetables and re-testing periods, or within such other 
time period as the parties mutually agree to in writing, or (b) retain such 
non-conforming new Components if, within the time period for providing the 
notice of termination specified in clause (a), above, the parties mutually 
agree in writing on [*].

                    8.   TRAINING, SUPPORT, AND OTHER SERVICES.

                         8.1  TRAINING SERVICES.  CTS will provide the 
training classes set forth in the attached SCHEDULE F for Customer for the 
applicable Fees described in SCHEDULE A and in accordance with the applicable 
Implementation Schedule.  Upon request, CTS will provide additional training 
upon such terms and conditions and for such Fees as the parties may mutually 
agree to in writing.

                         8.2  SUPPORT SERVICES.  Subject to the terms of this 
Agreement, CTS will offer software and hardware maintenance services, System 
monitoring services, and software subscription services for each System, 
pursuant to the Fees and other terms set forth in the Support Services 
Agreement.  Customer will select support for each System as set forth in the 
Support Services Agreement. Such selection will be made as part of the 
applicable Market Purchase Agreement for such System.

                         8.3  SOURCE CODE.  CTS will deposit into escrow and 
maintain throughout the term of the License one (1) copy of the source code 
for the CTS-owned Licensed Programs (I.E., only Licensed Programs to which 
CTS has source code rights) in Seattle, Washington, pursuant to CTS's 
standard form Source Code Escrow Agreement among CTS, Customer, and an escrow 
holder approved by CTS and Customer.

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                         8.4  ROAMING FRAUD PREVENTION SERVICES.  Subject to 
the terms of this Agreement, CTS will provide services to Customer for the 
real-time prevention of cellular roaming cloning fraud, pursuant to the terms 
and conditions and for the fees set forth in the Roaming Service Agreement.

                         8.4  [*]  CTS will *] to Customer the [*] and 
Customer will assist CTS in such endeavor.  Customer understands and agrees 
that CTS must [*]connected to appropriate Components of the Initial System [*]
 in order to [*]

                         8.6  [*]  CTS will commence [*] to determine whether 
the [*]  CTS will [*] and then [*] and [*]  From such [*] CTS will [*] and an 
initial [*]

                    9.   COMPENSATION.

                         9.1  FEES.  In consideration for the rights, 
warranties, and covenants provided by CTS hereunder, Customer hereby agrees 
to pay the Fees specified in the attached SCHEDULE A when due as set forth in 
such Schedule.

                         9.2  STANDARD TERMS.

                              9.2.1     In addition to the Fees and other 
charges required to be paid by Customer to CTS hereunder, Customer shall pay 
(or, at CTS's election, reimburse CTS) for all network interconnection costs, 
switch interconnection and interface charges, and System telecommunications 
costs charged by Third Parties, and all federal, state, and local taxes and 
withholding requirements in connection with the transactions contemplated by 
this Agreement and each Market Purchase Agreement (excluding taxes based on 
CTS's net income or its authority to do business within a given state).  Such 
taxes specifically include, without limitation:  (i) excise, sales, use and 
royalty taxes, withholding taxes and related requirements, value-added taxes, 
all similar taxes and charges now in effect or enacted in the future; and 
(ii) all interest and penalties which may result from the failure to pay any 
of such taxes or charges.  If CTS receives any notice of deficiency with 
respect to any such taxes or charges, CTS will promptly deliver notice 
thereof to Customer so that Customer may have a reasonable opportunity to 
contest such tax and any related interest and penalties.

                              9.2.2     Except as otherwise expressly set 
forth in this Agreement or any Schedule hereto:  (i) CTS will invoice 
Customer for amounts to be paid hereunder, and Customer will pay such invoice 
within [*], provided that if Customer disputes an invoice, Customer's payment 
of any undisputed portion of the invoice shall not waive any of its right 
with respect to the disputed portion of the invoice; (ii) Customer shall not 
be entitled to the return or reimbursement of any compensation paid to CTS 
pursuant to this Agreement; and (iii) all Fees and other charges hereunder 
shall be paid to CTS in immediately available funds in United States Dollars.

                    10.  PROPRIETARY RIGHTS.

                         10.1 INTELLECTUAL PROPERTY RIGHTS.

                              10.1.1    The License shall not transfer any 
title to or ownership in the Licensed Programs or Documentation, or any 
Intellectual Property Rights in connection with the Licensed Programs and/or 
Documentation, from CTS to Customer.  Accordingly, subject only to the 
License, all right, title, and interest in and to the Licensed Programs and 
Documentation, and all Intellectual Property Rights in connection with the 
Licensed Programs and/or Documentation, are and

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shall at all times remain the exclusive property of CTS or its licensor(s).  
Except as otherwise expressly set forth in this Agreement, CTS may use, sell, 
assign, transfer and license rights relating to the Licensed Programs and/or 
Documentation to any Third Party for any purpose free from any claim of 
Customer.

                              10.1.2    Nothing in this Agreement shall be 
construed to grant any party any right, title or interest in any patent, 
copyright, trademark, trade secrets or other proprietary information of the 
other party, other than those rights explicitly granted herein.  Except as 
otherwise provided herein, each party agrees not to use any name, trade name, 
trademark or other designation of the other party without the other party's 
prior written consent.

                         10.2 CONFIDENTIAL INFORMATION.  The parties 
acknowledge that each party may disclose additional Confidential Information 
to the other party or its representatives in furtherance of the transactions 
contemplated by this Agreement.  Therefore, notwithstanding anything to the 
contrary, the Nondisclosure Agreement is hereby amended such that all 
Confidential Information of a party disclosed to the other party or any of 
its representatives at any time during the term of this Agreement shall be 
considered Confidential Information of the disclosing party and shall be 
subject to the operative provisions of the Nondisclosure Agreement.  Customer 
hereby agrees to ensure that each of its representatives who receives 
Confidential Information of CTS complies with the terms of the Nondisclosure 
Agreement, as amended hereby, to the same extent as if such representative 
had executed the Nondisclosure Agreement, as amended.  CTS hereby agrees to 
ensure that each of its representatives who receives Confidential Information 
of Customer complies with the terms of the Nondisclosure Agreement, as 
amended hereby, to the same extent as if such representative had executed the 
Nondisclosure Agreement, as amended. All Confidential Information of CTS is 
and shall at all times remain the exclusive property of CTS, and all 
Confidential Information of Customer is and shall at all times remain the 
exclusive property of Customer.  For purposes of this Subsection, 
"representatives" means the officers, directors, employees, agents, and 
affiliates of a party.

                    11.  WARRANTIES.

                         11.1 INTELLECTUAL PROPERTY RIGHTS.

                              11.1.1    CTS hereby warrants to Customer that, 
subject to the provisions of Subsection 12.1.5, below, each System furnished 
by CTS hereunder, if used by Customer in accordance with the terms of this 
Agreement, is free of any valid claim by a Third Party that the System 
violates, infringes, or misappropriates a United States Intellectual Property 
Right of such Third Party.  Customer's exclusive remedy for breach of the 
warranty set forth in this Subsection 11.1.1 is set forth in Subsection 12.1, 
below.

                              11.1.2    CTS hereby [*]  Customer acknowledges 
that[*]  In addition to the warranty set forth in Subsection 11.1.1, above, 
and the indemnification set forth in Subsection 12.1, below, [*]  (i) [*] 
discussions and negotiations with the [*] for an [*] in which [*] in exchange 
for [*], considering all relevant information; and (ii) within a reasonable 
period of time after the date of this Agreement, [*] for so long as Customer 
has [*] (b) [*] for so long as Customer has [*], and (c) [*] for so long as 
Customer has [*]and, once such [*]

                         11.2 SOFTWARE PERFORMANCE.  For each System, CTS 
hereby warrants to Customer that the Licensed Programs (excluding the 
Third-Party Software), when used in conjunction with the Hardware necessary 
for operation of such System and with Customer's properly-operating cellular 
network, and when all relevant Infrastructure and Environmental Requirements 
are satisfied, will

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materially perform in accordance with their Specifications [*] of such 
Licensed Programs by Customer as set forth in the applicable provisions of [*]
Customer's exclusive remedy for breach of such warranty (without limiting any 
other remedy expressly set forth herein including, without limitation, the 
remedies set forth in Subsection 11.4, below) shall be correction by CTS, at 
no additional charge to Customer, of any errors or malfunctions in such 
Licensed Programs found not to be in compliance with such warranty, in 
accordance with the terms of the Support Services Agreement; PROVIDED, 
HOWEVER, that CTS shall have no obligation to make such corrections if 
Customer is in breach or default under this Agreement or if Customer fails to 
promptly notify CTS upon discovery of such errors or malfunctions.  If a 
correction of an error or malfunction is commercially impractical, CTS may 
provide Customer with a commercially reasonable circumvention of such error 
or malfunction.  For Third-Party Software, CTS will pass through to Customer 
the warranties that CTS receives from its vendor for such Third-Party 
Software, and will assist Customer in the enforcement of such warranties.

                         11.3 HARDWARE PERFORMANCE.  For each System, CTS 
hereby warrants to Customer that the CTS-proprietary Hardware purchased from 
CTS for installation in Cell Sites, when used in conjunction with the 
Licensed Programs necessary for operation of such System and with Customer's 
properly-operating cellular network, and when all relevant Infrastructure and 
Environmental Requirements are satisfied, will materially perform in 
accordance with their Specifications [*] of such Hardware by Customer as set 
forth in the applicable provisions of [*]  Customer's exclusive remedy for 
breach of such warranty (without limiting any other remedy expressly set 
forth herein including, without limitation, the remedies set forth in 
Subsection 11.4, below) shall be either repair or replacement by CTS, at its 
expense and in its discretion, of any of such Hardware found not to be in 
compliance with such warranty, in accordance with the terms of the Support 
Services Agreement; PROVIDED, HOWEVER, that CTS shall have no obligation to 
repair or replace such Hardware if Customer is in breach or default under 
this Agreement or if Customer fails to promptly notify CTS upon discovery of 
such errors or malfunctions.  For all other Hardware components purchased 
from CTS, CTS will pass through to Customer the warranties that CTS receives 
from its vendor for such Hardware components, and will assist Customer in the 
enforcement of such warranties.

                         11.4 [*]  CTS hereby warrants to Customer that [*] 
by Customer hereunder will [*] so long as all terms and conditions set forth 
in [*].  The parties shall [*] with this [*] by performing the [*] set forth 
in the attached [*]  Such [*] after Customer's [*] but no more frequently [*] 
 If CTS breaches the foregoing warranty with respect to [*] then Customer 
shall provide CTS with written notice of such breach, which notice shall 
include a detailed report providing evidence of the breach and Customer 
certification that [*] all terms and conditions set forth in [*]  CTS shall 
have an opportunity to cure such breach and [*] under the attached [*] within 
[*] after CTS's receipt of Customer's notice of breach.  Customer shall 
provide such assistance and [*] as CTS reasonably requests in connection with 
such cure [*]  The final [*] shall be as follows:  (i) the [*] by the parties 
during the [*] if such [*]; or (ii) the [*] by the parties during the [*] if 
such [*].  If, according to such [*], CTS [*] within the applicable [*], 
then, as [*] exclusive remedy for such breach, [*]

                              11.4.1    For [*] of this Agreement, [*] as 
follows:  (i) if the [*] for the [*] described in the attached [*] is not [*] 
as described in such Schedule, then [*]; and (ii) if the [*] for the [*] 
described in the attached [*] is not [*] as described in such Schedule, then 
[*] with respect to such calendar month.

                              11.4.2    For [*] of this Agreement, [*]:  (i) 
if the [*]described in the attached [*] is not [*] as described in such 
Schedule, then [*]with respect to such calendar month; and

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(ii) if the [*] described in the attached [*] is not [*] as described in such 
Schedule, then [*] with respect to such calendar month.

                              11.4.3    For [*] of this Agreement, [*]  (i) 
if the [*]described in the attached [*] is not [*] as described in such 
Schedule, then [*]; and (ii) if the [*] described in the attached [*] is [*] 
as described in such Schedule, then [*].  CTS's aggregate [*] under this 
Subsection 11.4.3 for a given [*] with respect to such calendar month.

                         11.5 YEAR 2000 PROCESSING.  CTS warrants that any 
version of the Licensed Programs or other Components licensed hereunder shall 
properly perform Year 2000 Processing.  In the event of a breach of this 
warranty, CTS agrees to [*] Customer by:  (i) correcting the version of the 
Licensed Programs of other Components currently used by Customer so as to 
make them capable of correctly performing Year 2000 Processing; or (ii) 
providing replacement software for the Licensed Programs or other Components 
which is equivalent in function to the Licensed Programs or other Components 
and which correctly performs Year 2000 Processing.  If, after using best 
efforts, [*] either of the foregoing options [*] of Customer's notification 
to CTS of any failure of the Licensed Programs or other Components to 
correctly perform Year 2000 Processing, [*] arising from any [*] to perform 
Year 2000 Processing with respect to the Licensed Programs or other 
Components.  Notwithstanding anything to the contrary set forth in this 
Agreement, CTS's breach of this warranty shall not be subject to any 
provisions regarding limitations of CTS's liability set forth in this 
Agreement.

                         11.6 INSURANCE.  In addition to CTS's obligations 
described in Subsection 11.1.2 above, CTS will maintain during this 
Agreement:  (i) worker's compensation insurance as prescribed by applicable 
law; (ii) employer's liability insurance or other like insurance with limits 
of at least [*]; (iii) commercial general liability insurance (including 
without limitation contractual and products liability coverage) with combined 
single limits of each occurrence of at least [*]; and (iv) electronics errors 
and omissions insurance with limits of at least [*].  Upon written request by 
Customer, CTS will furnish a copy of certificates evidencing the foregoing 
insurance coverage.  CTS's purchase of insurance shall not in any way limit 
CTS's liability under this Agreement.

                         11.7 NO WARRANTIES OTHER THAN EXPRESS WRITTEN.  
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 11, CTS MAKES NO 
REPRESENTATIONS, WARRANTIES, OR GUARANTIES OF ANY KIND (INCLUDING WITHOUT 
LIMITATION PERFORMANCE WARRANTIES), EITHER EXPRESS OR IMPLIED, ORAL OR 
WRITTEN, WITH RESPECT TO THE SYSTEM, HARDWARE, LICENSED PROGRAMS, 
DOCUMENTATION, OR ANY OTHER ITEMS OR SERVICES COVERED BY OR FURNISHED UNDER 
THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY (I) OF 
MERCHANTABILITY, (II) OF FITNESS FOR A PARTICULAR PURPOSE, OR (III) ARISING 
FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.

                    12.  INDEMNIFICATION.

                         12.1 IP CLAIMS.

                              12.1.1    For purposes of this Section 12, the 
term "IP Claim" means any claim brought by a Third Party against Customer 
which alleges that use or possession of a System violates, infringes, or 
misappropriates a United States Intellectual Property Right of such Third 
Party.

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                              12.1.2    Subject to the terms of this 
Agreement, CTS shall indemnify and hold harmless Customer and its officers, 
directors, employees, agents, assigns and successors from and against any 
losses, damages, liability, and expenses awarded by final judgment against 
such indemnified persons as a result of an IP Claim, or, if any compromise or 
settlement is made with respect to such IP Claim, CTS shall pay all amounts 
agreed to by CTS in settlement of such IP Claim.  CTS shall, at its expense, 
defend and, at its sole discretion, settle any such IP Claim.  Customer, at 
its own expense, shall have the right to participate in the defense of any 
suit or proceeding involving an IP Claim through counsel of its choosing.  
However, CTS shall have at all times the full and complete authority to 
defend and settle such IP Claim.

                              12.1.3    Customer shall provide CTS with 
prompt written notice of any IP Claim, together with copies of all related 
court documents involving such IP Claim.  Customer's failure to provide 
timely notice to CTS of any such IP Claim shall not relieve CTS from any 
liability under this Subsection 12.1 with respect to such claim, to the 
extent that CTS is not prejudiced by such failure.  CTS shall keep Customer 
advised of the status of any such IP Claim and of its defense and/or 
negotiation efforts.  Customer shall provide CTS with such information and 
assistance for the defense of such IP Claim as is reasonably requested by CTS.

                              12.1.4    If, in any proceeding involving an IP 
Claim, a System is held to constitute a violation, infringement, or 
misappropriation of a Third Party's United States Intellectual Property Right 
and use of such System is enjoined, or if in CTS's opinion any such 
violation, infringement, or misappropriation is likely to occur, CTS, at its 
option and expense, will either:  (i) obtain the right for Customer to 
continue use of the System by license, release from claim of infringement, or 
by other appropriate means; (ii) modify the System to make it non-infringing 
but continue to perform in accordance with the Specifications in all material 
respects; (iii) replace the System with a non-infringing system of like 
functionality which performs in accordance with the Specifications in all 
material respects; or (iv) if election of any of clauses (i), (ii) or (iii) 
are impractical in CTS's reasonable judgment, after using reasonable efforts 
for a reasonable period of time under the circumstances, CTS may terminate 
this Agreement and the License granted herein with respect to such System by 
providing Customer with written notice of such termination.  If, pursuant to 
clause (iv) above, CTS terminates this Agreement and the License with respect 
to a System, then (a) Customer shall, at CTS's request and expense, either 
promptly return the System to CTS or destroy the same; (b) Customer shall be 
entitled to a refund equal to the License Fees and Hardware Fees described in 
SCHEDULE A which specifically pertain to such System and which Customer 
actually paid to CTS, which refund CTS may reduce by a reasonable sum for 
use, depreciation, and amortization [*]; and (c) each party shall release the 
other party from all future payments and other obligations under this 
Agreement and the Support Services Agreement with respect to such System, 
except for the obligations described in this Subsection 12.1 and Subsection 
14.4, below, and any other provision which by its terms survives termination 
hereof.  [*]

                              12.1.5    Notwithstanding anything to the 
contrary, CTS shall have no liability under Sections 11 or 12 of this 
Agreement for any IP Claim which:  (i) pertains to a System which has been 
materially altered or modified by Customer or any of its officers, directors, 
employees, agents, subcontractors, assigns or successors without CTS's prior 
written approval, unless the use of an unaltered or unmodified version of the 
System is shown to constitute an infringement; or (ii) pertains to any 
Third-Party Software or Hardware (other than Cell Site Hardware purchased 
from CTS for installation in Cell Sites) that is the sole basis of such 
infringement.

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                              12.1.6    The remedies set forth in this 
Subsection 12.1 are Customer's exclusive remedies in connection with any IP 
Claim.

                         12.2 OTHER INDEMNIFICATION.

                              12.2.1    Each party (the "Indemnifying Party") 
shall defend, indemnify, and hold harmless the other party and its officers, 
directors, employees, agents, successors and assigns (collectively, the 
"Indemnified Parties") from and against any losses, damages, liability, and 
expenses awarded by final judgment against such Indemnified Parties arising 
from any claim alleging injury to any person, including death, or damage to 
property, including theft, to the extent directly resulting from the acts or 
omissions of the Indemnifying Party or its officers, directors, employees, 
agents, successors or assigns, whether negligent or otherwise, or, if any 
compromise or settlement is made with respect to such claim, the Indemnifying 
Party shall pay all amounts agreed to by the Indemnifying Party in settlement 
of such claim.  The Indemnifying Party shall, at its sole expense, defend 
and, at its sole discretion, settle any such claim.  The Indemnified Party, 
at its own expense, shall have the right to participate in the defense of any 
such claim through counsel of its choosing.  However, the Indemnifying Party 
shall have at all times the full and complete authority to defend and settle 
such claim.

                              12.2.2    The Indemnified Party shall provide 
the Indemnifying Party with prompt written notice of any of the claims 
described in Subsection 12.2.1, above, brought against an Indemnified Party, 
together with copies of all related court documents involving such claim.  An 
Indemnified Party's failure to provide timely notice to the Indemnifying 
Party of any such claim shall not relieve the Indemnifying Party from any 
liability under this Section 12.2 with respect to such claim, to the extent 
that the Indemnifying Party is not prejudiced by such failure.  The 
Indemnifying Party shall keep the Indemnified Party advised of the status or 
any such claim and of its defense and/or negotiation efforts.  The 
Indemnified Party shall provide the Indemnifying Party with such information 
and assistance for the defense of such claim as is reasonably requested by 
the Indemnifying Party.

                    13.  PROSECUTION OF INFRINGEMENT CLAIMS.  CTS shall have 
the exclusive right to take all actions, control all litigation or other 
proceedings, and negotiate and enter into all settlements with respect to any 
infringement of any of CTS's Intellectual Property Rights, as CTS deems 
necessary or appropriate to protect CTS's Intellectual Property Rights, 
except as CTS and Customer may otherwise agree to in writing.  Customer 
agrees to provide to CTS, at CTS's expense, reasonable information and 
assistance in connection with the prosecution of such infringement as 
reasonably requested by CTS.  Any recovery of damages or attorneys' fees in 
connection with any such action, or in settlement of any such action, will 
belong entirely to CTS.  CTS will have no obligation to institute suit 
against any particular person or entity for infringement of any Intellectual 
Property Rights of CTS.

                    14.  TERM AND TERMINATION.

                         14.1 TERM.  The term of this Agreement commences on 
the date of this Agreement and will continue thereafter for [*].  This 
Agreement may be extended for a mutually agreeable renewal term, provided 
that Customer and CTS expressly agree to such extension in writing.  All 
terms and conditions hereof shall remain in effect during any renewal term, 
except as the parties otherwise expressly agree to in writing.  
Notwithstanding the above, this Agreement shall terminate upon the occurrence 
of any of the events described in the termination provisions set forth below.

                         14.2 TERMINATION.

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                              14.2.1    MATERIAL BREACH AFTER NOTICE.  Except 
as otherwise set forth in this Agreement, upon material breach or default 
under this Agreement by any party (the "breaching party"), if the other party 
("non-breaching party") gives written notice of such breach or default and 
the same is not cured within thirty (30) days after delivery of such notice, 
then, without limitation of any other remedy available hereunder, the 
non-breaching party may terminate this Agreement by delivery of a notice of 
termination at any time thereafter before such breach or default has been 
cured.

                              14.2.2    IMMEDIATE TERMINATION.  
Notwithstanding anything to the contrary, this Agreement and the License may 
be immediately terminated upon written notice:  (i) at CTS's option in the 
even that Customer materially violates any of the provisions of Subsection 
2.2 in any way without the prior written consent of CTS, and Customer fails 
to cure such violation within (3) days after CTS's delivery of notice of 
breach to Customer; or (ii) at the option of either party in the event that 
the other party materially violates the Nondisclosure Agreement or any of the 
provisions of Subsection 10.2, and the breaching party fails to cure such 
violation in accordance with any applicable cure periods set forth in the 
Nondisclosure Agreement.

                              14.2.3    MUTUAL CONSENT.  CTS and Customer may 
terminate this Agreement and the License by mutual written consent.

                         14.3 EFFECT OF EXPIRATION OR TERMINATION.

                              14.3.1    Following the expiration or 
termination of this Agreement, Customer shall [*] with respect to the 
configuration of Systems installed as of the expiration or termination of 
this Agreement, [*] any of the following:  (i) if this Agreement is 
terminated pursuant to Subsections 14.2.1 or 14.2.2 due to a breach or 
default by Customer, [*] upon termination of this Agreement; or (ii) if this 
Agreement expires, is terminated due to the events described in Subsection 
14.2.3, or is terminated pursuant to Subsection 14.2.1 due to a breach or 
default by CTS, then [*] breach or default by Customer under any of the 
survival terms described in Subsection 14.4, and the expiration of any 
applicable cure period with respect to such breach or default.

                              14.3.2    Upon the expiration or termination of 
this Agreement, each party shall immediately cease use of the Confidential 
Information of the other party [*] and shall, at the disclosing party's 
election, either:  (i) return to the disclosing party the original and all 
copies of the same, in whole or in part, in any form, including partial 
copies and modifications, and any related materials received from the 
disclosing party, or (ii) furnish to the disclosing party a certified 
executed document stating that the same has been destroyed.  Upon the 
termination of the License, Customer shall immediately return or destroy all 
copies of Licensed Programs and Documentation retained for use pursuant to 
Subsection 14.3.1, above, in accordance with the procedures set forth in this 
Subsection.

                              14.3.3    Customer shall pay all accrued and 
unpaid Fees and other charges hereunder within [*] after the termination of 
this Agreement.

                         14.4 SURVIVAL TERMS.  Upon termination of this 
Agreement, all obligations of the parties hereunder shall cease, except those 
obligations described in Sections 2.2, 10, 12, 13, 14, 15, and 16, which 
provisions shall survive the termination of this Agreement.  Termination of 
this Agreement shall not be construed to waive or release any claim which a 
party is entitled to assert at the time of such termination, and the 
applicable provisions of this Agreement shall continue to apply to such claim 
until it is resolved.

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  EXCHANGE COMMISSION

                    15.  LIMITATION OF LIABILITY.  EXCEPT FOR ANY BREACH OF 
SECTIONS 2.2 OR 10 HEREOF OR IN THE EVENT OF INDEMNIFICATION PURSUANT TO 
SECTIONS 11.5 OR 12 HEREOF, EACH OF THE PARTIES' SOLE AND EXCLUSIVE REMEDY 
FOR LOSS OR DAMAGE CAUSED BY, RELATED TO, OR ARISING FROM ANY ACT OR OMISSION 
OF THE OTHER PARTY IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM 
OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY 
OR OTHERWISE, EVEN IF AN AUTHORIZED REPRESENTATIVE OF THE OTHER PARTY HAS 
BEEN ADVISED OF THE POSSIBILITY OF THE SAME AND REGARDLESS OF 
FORESEEABILITY), SHALL BE THE RECOVERY OF ACTUAL DAMAGES IN AN AMOUNT NOT TO 
EXCEED [*].  EXCEPT IN THE EVENT OF ANY BREACH OF SECTIONS 2.2 OR 10 HEREOF, 
NEITHER PARTY SHALL BE LIABLE HEREUNDER FOR ANY DAMAGES RESULTING FROM LOSS 
OF USE, DATA, PROFIT, BUSINESS, REVENUE, OR GOODWILL, OR FOR ANY SPECIAL, 
INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, WHETHER 
ARISING IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE OR STRICT 
LIABILITY) OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY 
OF SUCH LOSS OR DAMAGE.

                    16.  MISCELLANEOUS.

                         16.1 NOTICES.  All notices hereunder by either party 
shall be given by personal delivery (including by a reputable courier 
service) or by sending such notice by United States certified mail return 
receipt requested, postage prepaid, and addressed as set forth on the 
signature page of this Agreement.  Such notices shall be deemed to have been 
given and delivered upon receipt and the date of receipt identified by the 
United States Postal Service on any return receipt card shall be conclusive 
evidence of receipt.  Notices may also be transmitted by facsimile or 
telecopy machine, and such notices shall be deemed received when transmitted 
if:  (i) a document is electronically generated by the transmitting machine 
confirming that the transmission was received; and (ii) the party 
transmitting the notice deposits such notice the same day with a reputable 
courier service providing delivery not later than the following business day. 
 Any party, by written notice to the other as above described, may alter the 
address for receipt by it of written notices hereunder.

                         16.2 INDEPENDENT CONTRACTORS.   It is expressly 
agreed that CTS and Customer are acting hereunder as independent contractors 
and under no circumstances shall any of the employees of one party be deemed 
the employees of the other party for any purpose.  Nothing in this Agreement 
shall be deemed to constitute, create, or in any way be interpreted as a 
partnership, joint venture, franchise, or other formal business organization 
involving CTS and Customer, nor shall anything in this Agreement be deemed to 
constitute one party the employee or agent of the other party.  Neither CTS 
nor Customer shall have any authority under this Agreement to bind, obligate, 
or otherwise commit the other party to any agreement or transaction for any 
purpose whatsoever.

                         16.3 EXCUSED PERFORMANCE.  Neither party shall be 
liable for, or be considered to be in breach or default under this Agreement 
as a result of, any delay or failure to perform as required hereunder which 
is due to any cause or condition beyond such party's reasonable control.

                         16.4 PUBLICITY.  Neither party shall disclose to any 
Third Party the terms of this Agreement or the existence of this Agreement 
without the express written consent of the other party; PROVIDED, HOWEVER, 
that either party may make public announcements concerning the terms of this 
Agreement or the existence of this Agreement without such express written 
consent of the other party if the announcement is necessary for such party to 
comply with the requirements of the United States

MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 19

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Securities and Exchange Commission, any other governmental agency, any court 
of competent jurisdiction, or applicable law or regulation.

                         16.5 ASSIGNMENT.  Neither party shall assign any of 
its rights or obligations hereunder (in whole or in part) without the express 
written consent of the other party, which consent shall not be unreasonably 
withheld. Notwithstanding the foregoing, each party may, upon notice to the 
other party, assign this Agreement and all of its rights and obligations 
hereunder (in whole but not in part) to any of its affiliates capable of 
performing its obligations hereunder.  Any attempt by any party to assign or 
transfer any of its rights or obligations under this Agreement in violation 
of this Subsection shall be considered void and shall be deemed a material 
breach of this Agreement. Subject to the foregoing, this Agreement will be 
fully binding upon, inure to the benefit of and be enforceable by the parties 
hereto and their respective successors and assigns.

                         16.5 SUBCONTRACTORS.  Notwithstanding anything to 
the contrary, CTS may in its discretion subcontract the performance of any of 
its obligations hereunder or under any Market Purchase Agreement to any Third 
Party; PROVIDED, that CTS's subcontractors shall perform to the same 
standards imposed upon CTS hereunder and CTS shall be liable for the conduct 
of its subcontractors to the same extent as CTS's own liability under this 
Agreement.  Upon request, CTS will provide Customer with a list of such 
subcontractors.

                         16.7 SEVERABILITY.  In the event any provision 
hereof shall be deemed invalid or unenforceable by any court or governmental 
agency of competent jurisdiction:  (i) such provision shall be deemed severed 
from this Agreement and all remaining provisions shall be afforded full force 
and effect as if such severed provision had never been a provision hereof; 
and (ii) the parties shall negotiate in good faith to replace the 
unenforceable provision with an enforceable provision which so far as 
possible achieves the same economic and other benefits for the parties as the 
unenforceable provision was intended to achieve.

                         16.8 NO WAIVER.  No consent or waiver, express or 
implied, by any party to or of any breach or default by the other in the 
performance by the other of its obligations hereunder shall be deemed or 
construed to be a consent or waiver to or of any other breach or default in 
the performance by such other party of the same or any other obligations of 
such party hereunder.

                         16.9 GOVERNING LAW.  This Agreement shall be 
governed by, subject to, and interpreted in accordance with the laws of the 
state of Delaware, without regard to conflict of laws principles.

                         16.10     INJUNCTIVE RELIEF.  The parties recognize 
and agree that money damages are an inadequate remedy for breach of Sections 
2.2 and/or 10, above, and further recognize that such breach would result in 
irreparable harm to the party against whom such breach is committed.  
Therefore, in the event of a breach or threatened breach of any such 
provision, the non-breaching party shall be entitled to injunctive relief 
(without the posting of any bond and without proof of actual damages) in 
order to prevent or to restrain any such breach or threatened breach by the 
party in breach or by any other persons directly or indirectly acting for, on 
behalf of, or with the party in breach, and that neither the party in breach 
nor such other persons will oppose the granting of such relief.  Injunctive 
relief pursuant to this Subsection shall be in addition to all remedies 
available at law or in equity to a party arising from a breach of the 
provisions described above by the other party.

MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 20

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                         16.11     NON-DISCRIMINATION COMPLIANCE.  CTS agrees 
to comply with the laws and regulations set forth in the attached SCHEDULE I, 
but only to the extent that CTS is required to comply with such laws and 
regulations in accordance with their terms.  Any provisions of the attached 
SCHEDULE I which are inconsistent with the foregoing sentence shall not apply 
to CTS or this Agreement.  If requested by Customer, CTS will sign and return 
to Customer a non-discrimination compliance certificate.

                         16.12     ENTIRE AGREEMENT; AMENDMENT.  This 
Agreement, the Support Services Agreement, the Nondisclosure Agreement, the 
Source Code Escrow Agreement, the Roaming Service Agreement, each Market 
Purchase Agreement issued hereunder, and all Schedules to the foregoing 
agreements, contain the entire agreement and understanding between the 
parties with respect to the subject matter hereof and supersede all prior 
agreements, negotiations, representations, and proposals, written and oral, 
relating to the subject matter.  All Schedules and all other documents, when 
agreed to by the parties and attached hereto, are integral to and 
incorporated herein by this reference.  This Agreement and the Schedules 
attached hereto shall not be deemed or construed to be modified, amended, or 
waived, in whole or in part, except by written agreement duly executed by the 
parties to this Agreement.

                         16.13     COUNTERPARTS.  This Agreement may be 
signed in one or more counterparts, each of which shall be considered an 
original and which shall, taken together, constitute this Agreement.

                    EXECUTED as of the date set forth above.

CUSTOMER:                                 CTS:
- ---------                                 ----

AMERITECH MOBILE                          CELLULAR TECHNICAL SERVICES
COMMUNICATIONS, INC.                      COMPANY, INC.

By___________________________________     By__________________________________

_____________________________________     ____________________________________
Print Name                                Print Name

_____________________________________     ____________________________________
Title                                     Title

CUSTOMER'S ADDRESS FOR NOTICES:           CTS'S ADDRESS FOR NOTICES:
- -------------------------------           --------------------------

2000 W. Ameritech Center Drive            2401 Fourth Avenue, Suite 808
Location 3F12                             Seattle, Washington  98121
Hoffman Estates, Illinois  60195-5000     Attention: Legal Department
Attention: Don Sorensen                   Telefax: (206) 443-1550
Telefax: (847) 765-3709

with a copy to:

Ameritech Mobile Communications, Inc.

MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 21

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2000 W. Ameritech Center Drive
Hoffman Estates, Illinois  60195-5000
Attention: Legal Department, 3H89D
Telefax: (847) 765-4562













MASTER PURCHASE AND LICENSE AGREEMENT                                   PAGE 22

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                             INDEX OF SCHEDULES
                                     TO
                    MASTER PURCHASE AND LICENSE AGREEMENT


               SCHEDULE       DESCRIPTION                    PAGE NO.
               --------       -----------                    --------
               Schedule A     Fees and Payment Terms            25
               Schedule B     CTS-Certified Hardware            30
               Schedule C     Market Areas                      31
               Schedule D     Specifications                    33
               Schedule E     Acceptance Test Plans             37
               Schedule F     Training Classes                  54
               Schedule G     Technical Managers                57
               Schedule H     Nondisclosure Agreement           58
               Schedule I     Non-Discrimination Compliance     59






MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 23

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                                   SCHEDULE A
                                       TO
                     MASTER PURCHASE AND LICENSE AGREEMENT

                             FEES AND PAYMENT TERMS

                    Customer shall pay the following Fees and charges in 
connection with the Master Purchase and License Agreement between CTS and 
Customer (the "Agreement"), together with any other Fees and charges 
specified in the Agreement.  All undefined capitalized terms used in this 
Schedule shall have the meanings ascribed to such terms as set forth in the 
Agreement.

                    1.   LICENSE FEES.

                         1.1  INITIAL LICENSED PROGRAMS.  In consideration 
for the License, Customer shall pay the following Fees to CTS for the 
following Licensed Programs in accordance with the terms of the Agreement and 
this Schedule:  

LICENSED PROGRAMS 1                     LICENSE FEES PER CELL SITE

 [                          *                           *

 *                          *                           *

 *                          *                           *

                   Total:   *                           *]

               1.2  ADDITIONAL LICENSED PROGRAMS.  For all additional 
software, data tables, and programs which CTS and Customer agree in writing 
to add to a System as Licensed Programs (other than the Licensed Programs 
described in Subsection 1.1, above, and Section 3, below), Customer shall pay 
such Fees to CTS as CTS and Customer mutually agree to in writing.

               1.3  NEW RELEASES AND MAINTENANCE RELEASES.  For all New 
Releases and Maintenance Releases of the Licensed Programs described in 
Sections 1.1, 1.2 and 3 of this Schedule, Customer shall pay such Fees to CTS 
as specified in Subsection 2.3 of the Agreement.

          2.   HARDWARE FEES.

               2.1  CELL SITE SYSTEM HARDWARE PURCHASED FROM CTS.  In 
consideration for the Hardware components purchased from CTS for installation 
in Cell Sites, Customer shall pay CTS the following Fees in accordance with 
the terms of the Agreement and this Schedule:

HARDWARE DESCRIPTION 2                             HARDWARE FEES


- --------------------------
1 Fees include pricing for the License to use Licensed Programs and for the 
  software performance warranty set forth in Subsection 11.2 of the Agreement. 
  Fees exclude pricing for license to use interdiction software, which is 
  specified in Section 3, below.
2 Fees include pricing for purchase of the Cell Site System Hardware and for 
  the hardware performance warranty set forth in Subsection 11.3 of the 
  Agreement with respect to such Cell Site System Hardware.


MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 24

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 [                          *                           *

 *                          *                           *]

               2.2  ADDITIONAL HARDWARE PURCHASED FROM CTS.  Except as 
otherwise provided in Sections 2.1 and 3 of this Schedule, Customer shall pay 
CTS an amount equal to:  (i) [*] for all CTS-manufactured Hardware purchased 
from CTS during calendar year 1997, [*]; and (ii) [*] for all other Hardware 
purchased from CTS.

               2.3  HARDWARE PURCHASED FROM THIRD PARTIES.  For all Hardware 
purchased from Third Parties for a System (I.E., all Hardware other than the 
Hardware purchased from CTS described in Sections 2.1, 2.2, and 3 of this 
Schedule), Customer shall pay CTS an integration Fee equal to [*] for such 
Hardware, which [*] shall not be [*] for purposes of this Subsection.

          3.   FEES FOR INTERDICTION FUNCTIONALITY.  In addition to the Fees 
set forth in Sections 1 and 2, above, and in consideration for the license to 
use certain software, and the sale of certain hardware, necessary to perform 
the interdiction functionality for a given System, Customer shall pay the 
Fees set forth below which pertain to the interdiction method utilized for 
such System:

 INTERDICTION METHOD 3                   INTERDICTION FEES

 [*                                      *

 *                                       *]

          4.   DEPLOYMENT FEES.

               4.1  DEPLOYMENT MANAGEMENT FEES.  For the Initial System, 
Customer shall pay CTS a deployment management Fee equal to [*], to be paid 
within [*] after Customer's receipt of CTS's invoice for same (which invoice 
will be rendered [*].  In consideration for such deployment management Fee, 
CTS will provide the following for the deployment for such Initial System:  
(i) consulting services for planning the configuration for such Initial 
System and preparing an itemized list of all Hardware for such Initial 
System; (ii) availability of one primary and one back up technical manager 
for such Initial System, as specified in Subsection 5.2 of the Agreement; 
(iii) installation services for the installation of Hardware at each regional 
processor site for the Initial System, as specified in Subsection 5.2 of the 
Agreement; (iv) installation services for the installation of Cell Site 
System Hardware [*]; and (v) one session of PreTect-TM- User Training and 
Cell Site System Overview Training, as specified in Subsection 8.1 and 
SCHEDULE F of the Agreement. Except as the parties otherwise agree in 
writing, additional deployment management services will be performed by CTS 
at the rate of [*] for each CTS representative performing such services, plus 
all expenses incurred by CTS in connection with such services as described in 
Section 9, below.

- ------------------------------------------------------------------------------
  Fees exclude pricing for purchase of interdiction hardware, which is 
  specified in Section 3, below, and also excludes pricing for cabling and 
  other peripherals required for a given System.
3 Fees include pricing for the license to use software, and the sale of 
  hardware, which directly pertain to the interdiction method utilized for a 
  given System.  Fees exclude pricing for cabling and other peripherals 
  required for the interdiction method utilized.  For any other interdiction 
  method utilized for a given System, Customer shall pay such Fees to CTS as 
  the parties mutually agree to in writing.

MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 25

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               4.2  CELL SITE SYSTEM INSTALLATION FEES.  At Customer's 
request, CTS will install the initial configuration of Components at a Cell 
Site in accordance with the terms of the Agreement.  In consideration for 
such installation services, Customer shall pay CTS an amount equal to [*]
installation, except for the installation of Cell Site System Hardware [*] as 
described in Subsection 4.1 (iv), above.

          5.   TRAINING FEES.

               5.1  PRETECT-TM- USER TRAINING/CELL SITE SYSTEM OVERVIEW 
TRAINING.  As partial consideration for the deployment management Fees 
described in Subsection 4.1, above, CTS will conduct for the Initial System 
one PreTect-TM- User Training session and one Cell Site System Overview 
Training session, as specified in Subsection 8.1 and SCHEDULE F of the 
Agreement.  At Customer's request, CTS will conduct one or more additional 
PreTect-TM-User/Cell Site System Overview combined training sessions, as 
specified in Subsection 8.1 and SCHEDULE F of the Agreement, on a mutually 
acceptable schedule.  In consideration for such additional training, Customer 
shall pay CTS a Fee equal to [*] per combined training session, plus all 
expenses incurred by CTS in connection with such training session as 
described in Section 9, below.

               5.2  INSTALLATION TRAINING.  If Customer elects to perform its 
own installation of Hardware at Cell Sites for a System, as specified in the 
Agreement, CTS will conduct one or more Cell Site System Installation 
training sessions for such System as specified in Subsection 8.1 and SCHEDULE 
F of the Agreement, on a mutually acceptable schedule.  In consideration for 
such training, Customer shall pay CTS a Fee equal to [*] per training 
session, plus all expenses incurred by CTS in connection with such training 
session as described in Section 9, below.

               5.3  MAINTENANCE TRAINING.  If Customer elects to perform its 
own maintenance of Hardware at Cell Sites for a System, as specified in the 
Support Services Agreement, CTS will conduct one or more Cell Site System 
Maintenance training sessions for such System as specified in Subsection 8.1 
and SCHEDULE F of the Agreement, on a mutually acceptable schedule.  Customer 
shall pay CTS a Fee equal to [*] per training session, plus all expenses 
incurred by CTS in connection with such training session as described in 
Section 9, below.

               5.4  ADDITIONAL TRAINING.  Additional training by CTS will be 
pursuant to such terms and subject to such Fees as CTS and Customer mutually 
agree to in writing.

          6.   SUPPORT SERVICE FEES.  For each System, CTS will offer the 
support services set forth in the Support Services Agreement (I.E., basic 
support services, Hardware maintenance, System monitoring, and software 
subscription services), subject to the fees and other charges set forth in 
such Support Service Agreement and the Schedules attached thereto.

          7.   REAL-TIME PREVENTION OF ROAMING CLONING FRAUD.  For each 
System, CTS will offer the services set forth in the Roaming Service 
Agreement, subject to the fees and other charges set forth in such Roaming 
Service Agreement and the Schedules attached thereto.

          8.   PRETECT-TM- GRAPHICAL USER INTERFACE.  CTS and Customer agree 
that, for each System, CTS will provide [*] PreTect-TM- Graphical User 
Interface connections [*].  For each additional PreTect-TM- Graphical User 
Interface connection for a System, Customer shall pay CTS a Fee equal to [*].

MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 26

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          9.   OTHER FEES.  In addition to the Fees described above, Customer 
agrees to pay CTS for each of the following charges and expenses [*]:  (i) 
all travel, lodging, and other out-of-pocket expenses incurred by CTS in 
connection with the Agreement; and (ii) all services performed by CTS, other 
than those services for which CTS's compensation is expressly set forth 
elsewhere in the Agreement or the Schedules thereto, at the then-current 
billing rate of the CTS personnel performing such services, plus all expenses 
incurred by CTS in connection with such services (including without 
limitation all costs of materials, costs of third-party contractors, and all 
travel, lodging, and other out-of-pocket expenses), except as the parties 
otherwise agree to in writing.

          10.  PAYMENT TERMS.

               10.1 GENERAL.

                    10.1.1    Except as otherwise set forth in Subsection 
10.2, below, for each deployment of Components for a System, CTS will invoice 
Customer for the Fees described in Subsections 1.1, 2.1, and 3, above, as 
follows:  (i) [*] of the aggregate of such Fees upon CTS's delivery of such 
Components to a common carrier for shipment to Customer (if multiple 
shipments are made, such aggregate amount shall be paid on a pro rata basis 
at the time of each shipment); and (ii) the remaining [*] of the aggregate of 
such Fees upon the earlier of (a) [*] set forth in the attached [*], or (b) 
thirty (30) days from Customer's receipt of such Components, [*].

                    10.1.2    For each deployment of Components for a System, 
CTS will invoice Customer for the Fees described in Subsection 2.2, above, as 
follows:  (i) [*] of the aggregate of such Fees upon CTS's receipt of 
Customer's order for such Components (under a Market Purchase Agreement or 
Addendum thereto); and (ii) the remaining [*] of the aggregate of such Fees 
upon CTS's delivery of such Components to a common carrier for shipment to 
Customer (if multiple shipments are made, such aggregate amount shall be paid 
on a pro rata basis at the time of each shipment).

                    10.1.3    Except as otherwise expressly agreed to in 
writing, CTS will invoice Customer for all amounts to be paid to CTS under 
this Agreement, and Customer will pay such invoice within [*], provided that 
if Customer disputes an invoice, Customer's payment of any undisputed portion 
of the invoice shall not waive any of its rights with respect to the disputed 
portion of the invoice.

               10.2 INITIAL SYSTEM DEPLOYMENT.  For the deployment of 
Components for the Initial System, Customer shall pay the Fees described in 
Subsections 1.1, 2.1, and 3, above, to CTS as follows:  (i) [*] of the 
aggregate of such Fees upon CTS's delivery of such Components to a common 
carrier for shipment to Customer (if multiple shipments are made, such 
aggregate amount shall be paid on a pro rata basis at the time of each 
shipment); (ii) [*] of the aggregate of such Fees upon [*]; and (iii) the 
remaining [*] of the aggregate of such Fees upon [*].

          11.  [*]  CTS hereby agrees that, during the term of this 
Agreement, [*] expressly set forth in this Schedule will [*] taking into 
consideration [*], including without limitation [*] involved in the 
transaction.  For purposes of this Subsection, [*] means that for the above 
clause [*].  The parties agree that the terms of this Section shall not apply 
to [*].

MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 27

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                                   SCHEDULE B
                                       TO
                      MASTER PURCHASE AND LICENSE AGREEMENT

                             CTS-CERTIFIED HARDWARE

          This Schedule contains a list of the Hardware certified by CTS for 
purchase by Customer from certain Third Parties, approved in advance and in 
writing by CTS, as more fully described in Subsection 3.2 of the Master 
Purchase and License Agreement between CTS and Customer.  All configurations 
of such Hardware used for a given System must be approved in advance and in 
writing by CTS.

     1.   Hewlett-Packard Processors and peripheral Hewlett-Packard equipment.
          The models used for each System will vary depending on the Hardware
          configuration used for such System.

     2.   CISCO Routers and peripheral CISCO equipment.  The models used for
          each System will vary depending on the Hardware configuration used for
          such System.

     3.   X-terminal Workstations (CTS recommends Hewlett-Packard ENVIZEX 
          X-terminal workstations with a minimum of 8 MB of memory).  Memory
          requirements for workstations will vary depending on the configuration
          used for a given System.

     4.   Hewlett-Packard LaserJet (IV or above) printer.  Printer must carry
          baseline memory (memory size dependent on model).




MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 28

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                                   SCHEDULE C
                                       TO
                     MASTER PURCHASE AND LICENSE AGREEMENT

                                  MARKET AREAS

This Schedule contains a list of Customer's market areas for purposes of the 
Master Purchase and License Agreement between CTS and Customer (the 
"Agreement").

ILLINOIS MARKET AREA

[*           *                *            *
*            *                *            *
*            *                *            *
*            *                *            *
*            *                *            *
*            *                *            *
*            *                *            *
*            *                *            *
*            *                *            *
*            *                *            *
*            *                *            *
*            *                *            *
*            *                *            *
*            *                *            *
*            *                *            *]

MICHIGAN MARKET AREA

[*           *                *            *
*            *                *            *
*            *                *            *
                                           *]

MISSOURI MARKET AREA

[*           *                *            *
*            *                *            *
*            *                *            *
*            *                *            *
*            *                *            *
*            *                *            *
*            *                *            *
*            *                *            *
*            *                *            *
*            *                *            *]

MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 29

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OHIO MARKET AREA

[*           *                *            *

*            *                *            *
*            *                *            *
*            *                *            *
*            *                *            *
*            *                *            *
*            *                *            *
*            *                *            *
*            *                *            *
*            *                *            *
*            *                *            *]

WISCONSIN MARKET AREA

[*           *                *            *

*            *                *            *
*            *                *            *
*            *                *            *
*            *                *            *
*            *                *            *
*            *                *            *
*            *                *            *
*            *                *            *]

HAWAII MARKET AREA

[*           *                *            *

*            *                *            *]

MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 30

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                                   SCHEDULE D
                                       TO
                      MASTER PURCHASE AND LICENSE AGREEMENT

                                 SPECIFICATIONS

     This Schedule contains the functional Specifications for a System as 
required by the Master Purchase and License Agreement between CTS and 
Customer (the "Agreement").  All undefined capitalized terms used in this 
Schedule shall have the meanings ascribed to such terms as set forth in the 
Agreement.  Each overall System is comprised of one or more Regional 
Processor Systems and Cell Site Systems.

          BLACKBIRD-Registered Trademark- PLATFORM AND PRETECT-TM- 
                       APPLICATION FUNCTIONAL OVERVIEW

Together, the Blackbird-Registered Trademark- Platform and PreTect-TM- form a 
home market cloning prevention solution, in which the Blackbird-Registered 
Trademark- Platform collects cellular phone data that PreTect-TM- measures 
and uses to interdict analog cellular phone cloning attempts in real time.

BLACKBIRD-Registered Trademark- PLATFORM OVERVIEW

The Blackbird-Registered Trademark- Platform is the data collection and 
storage platform for CTS's real time cellular fraud prevention applications.

Using hardware and software at the Cell Site System (CSS) and Regional 
Processor (RP), the Blackbird-Registered Trademark- Platform collects and 
stores the following cellular call data that form a cellular call event 
signature, or "fingerprint":

     -    Radio frequency (RF) transmission characteristics: The subtle
          differences between different cellular phones' RF signatures.

     -    Mobile Identification Number (MIN): The unique phone number assigned a
          cellular phone.

     -    Electronic Serial Number (ESN): The unique number programmed into a
          cellular phone during the manufacturing process.

     -    [*]

     -    [*]

CTS designed the Blackbird-Registered Trademark- Platform as a platform for 
delivery of a modular system of cellular fraud prevention applications.  The 
Blackbird-Registered Trademark- Platform Application Programming Interface 
(API) facilitates seamless integration of current and future CTS products to 
meet the changing fraud prevention requirements of its customers.

PRETECT-TM- OVERVIEW

PreTect-TM- is the real time cloning detection and interdiction application 
designed to function on the Blackbird-Registered Trademark- Platform. 
PreTect-TM- works to prevent cloning fraud.

Over time, PreTect-TM- uses the information collected and stored by the 
Blackbird-Registered Trademark- Platform to build a unique fingerprint for 
each analog cellular phone.  PreTect-TM- also measures each call attempt 
transmitted

MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 31

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to a cell site against this fingerprint.  This real time measurement process 
allows PreTect-TM- to quickly determine whether the attempt originated from a 
cloned analog cellular phone.

Users access PreTect-TM- through a Graphical User Interface on Hewlett 
Packard X-terminals or IBM PC-compatible computers running X-terminal 
emulation software.  Through the graphical user interface, users can [*]

     [*]

Through the graphical user interface, users can configure PreTect-TM- to meet 
the needs of daily operations on their cellular network:

     [*]

Finally, users can [*].  This allows customer service and fraud prevention 
departments to better utilize the data storage and analysis capabilities of 
the Blackbird-Registered Trademark- Platform/PreTect-TM- system:

     [*]

SYSTEM HARDWARE OVERVIEW

The Blackbird-Registered Trademark- Platform/PreTect-TM- system includes the 
following hardware systems:

Each regional processor complex consists of one or more processors, routers 
and other hardware necessary to store cellular call data and maintain 
connectivity between the Cell Site System and regional processor system.

     -    Regional Processor: Typically a Hewlett Packard 9000 series
          processor(s) running the HP-UX operating system.

     -    Router: Typically a CISCO 7000 series router(s) used to provide TCP/IP
          Ethernet connectivity between the regional processor and each cell
          site.

The Blackbird-Registered Trademark- Platform and PreTect-TM- software work 
with the regional processor system to provide real-time call data collection, 
storage and reporting.  In addition, the Blackbird-Registered Trademark- 
Platform's distributed real-time message processing allows distribution of 
fingerprint data among multiple regional processor systems in large markets.

The Cell Site System (CSS) consists of the cell site processor, radios and 
other equipment necessary to collect cellular call data, communicate with the 
regional processor system and shut down, or interdict, cloning attempts.  At 
least one CSS is required for each cell site that uses the 
Blackbird-Registered Trademark-Platform/PreTect-TM- system.  A single CSS 
will [*].

     -    Cell Site Processor (CSP): An industry-standard PC housed in an
          industrial-grade metal enclosure, with a cellular modem for remote
          network troubleshooting.

     -    Radio: Cellular radios which collect cellular call data directly from
          the cell site antenna and transmit that data to the CSP without
          interrupting cell site call traffic.

     -    Interdiction module: Hardware unit that performs interdiction of
          cloning attempts upon command from the CSP.  The interdiction module
          will vary depending on the carrier's infrastructure type.

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Blackbird-Registered Trademark- and PreTect-TM- software work with the CSS to 
gather home market cellular call characteristics, relay information regarding 
those characteristics to the regional processor when necessary, and perform 
interdiction of cloning attempts.

BLACKBIRD-Registered Trademark- PLATFORM/PRETECT-TM- PROCESS OVERVIEW

This diagram follows a cellular call attempt through the Blackbird-Registered 
Trademark- Platform/PreTect-TM- system:

[FLOW CHART]




MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 33

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                                   SCHEDULE E
                                       TO
                      MASTER PURCHASE AND LICENSE AGREEMENT

                            ACCEPTANCE TEST PLANS

Attached to this Schedule are the following Acceptance Test Plans described 
in Subsection 1.1 of the Master Purchase and License Agreement between CTS 
and Customer (the "Agreement").  All undefined terms used in this Schedule 
shall have the meanings ascribed to such terms in the Agreement.

 ATTACHMENT    DESCRIPTION
 ----------    -----------

Schedule E-1   Standard Acceptance Test Plan
               [*]

Schedule E-2   Acceptance Test Plan [*]
               [*]



MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 34

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                                  SCHEDULE E-1
                         STANDARD ACCEPTANCE TEST PLAN

                 Set forth below is the Standard Acceptance Test Plan 
described in Subsection 1.1 of the Master Purchase and License Agreement 
between CTS and Customer (the "Agreement").  For purposes of this Acceptance 
Test Plan, all references to "fraud" or "cloning fraud" shall mean analog 
cellular telephone cloning fraud within the home market.  All undefined terms 
used herein shall have the meanings ascribed to such terms in the Agreement.

          [*]

                                    GOALS

- -    [*]

                               CROSS REFERENCE

Set forth below is a cross reference between the tests described in this plan[*]

[*                                                      SECTIONS OF PLAN
*                                                       A.1
*                                                       A.2
*                                                       B, C
*                                                       A.3
*]                                                      B, C, D, E, F, G, and H
                                                        [*]

                               TEST CONDITIONS

The tests set forth below are subject to satisfaction of the following 
conditions at all times during testing:

- -    Customer is in compliance with the CTS Infrastructure and Environmental
     Requirements for the relevant System, and otherwise is in compliance with
     the Agreement.

- -    Customer's cellular network is functioning properly, such that it does not
     degrade the performance of the System.

- -    Customer continuously purchases support services from CTS for the relevant
     System under the Support Services Agreement, and otherwise is in compliance
     with such agreement.

- -    The hardware sizing and configuration for the relevant System have been
     approved by CTS.

- -    New phones (phones that become commercially available in the relevant
     Licensed Market by their respective manufacturers) will not be a part of
     this testing [*].


                                     TESTS

Customer personnel shall conduct all tests under this plan, except as the 
parties otherwise agree.  In any event, CTS shall be entitled to participate 
as a member of the test team.

A.  INSTALLATION VERIFICATION TESTS

A.1  CELL SITE SYSTEM INSTALLATION AND NETWORK CONNECTIVITY VERIFICATION


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Goal:
     -    [*]

Method:
     -    [*]

                               [*]

     -    [*]

Deliverable:
     -    [*]


Approval: Customer Initial ______ Date ______   CTS Initial ______ Date ______


A.2  REGIONAL PROCESSOR COMPLEX EQUIPMENT INSTALLATION VERIFICATION

Goal:
     -    [*]

Method:
     -    [*]

Deliverable:
     -    [*]

Approval: Customer Initial ______ Date ______   CTS Initial ______ Date ______

A.3  CSS/RPC EQUIPMENT CONFIGURATION VERIFICATION

Goal:
     -    [*]

Method:
     -    [*]

Deliverable:
     -    [*]

Approval: Customer Initial ______ Date ______   CTS Initial ______ Date ______

B.  GRAPHICAL USER INTERFACE (GUI) TEST

Goal:
     -    [*]

Method:
          -    [*]


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Deliverables:
     -    [*]

Approval: Customer Initial ______ Date ______   CTS Initial ______ Date ______

C.  CALL EVENT DATA COLLECTION TEST

Goal:
     -    [*]

Method:
     -    [*]

Deliverable:
     -    [*]

Approval: Customer Initial ______ Date ______   CTS Initial ______ Date ______

D.  REPORTS TEST

Goal:
     -    [*]

Method:
     -    [*]

Deliverable:
     -    [*]

Approval: Customer Initial ______ Date ______   CTS Initial ______ Date ______

E.  SYSTEM MONITORING AND FAULT MANAGEMENT

Goal:
     -    [*]

Method:
     -    [*]

Deliverable:
     -    [*]

Approval: Customer Initial ______ Date ______   CTS Initial ______ Date ______

[*]

Goal:
     -    [*]

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Method:
     -    [*]

Deliverable:
     -    [*]

Approval: Customer Initial ______ Date ______   CTS Initial ______ Date ______

[*]

[*]

Goal:
     -    [*]

Method:
     -    [*]

Deliverable:
     -    [*]

Approval: Customer Initial ______ Date ______   CTS Initial ______ Date ______

[*]

[*]

[*]

Goal:
     -    [*]

Method:
     -    [*]

Deliverable:
     -    [*]

Approval: Customer Initial ______ Date ______   CTS Initial ______ Date ______

[*]

Goal:
     -    [*]

Method:
     -    [*]

Deliverable:

MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 38

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     -    [*]

Approval: Customer Initial ______ Date ______   CTS Initial ______ Date ______

I.  ADDITIONAL CELL SITE VERIFICATION TEST

[*]

     -    [*]

I.1  VALID CALL TEST

Goal:
     -    [*]

Method:
     -    [*]

Deliverable:
     -    [*]

Approval: Customer Initial ______ Date ______   CTS Initial ______ Date ______

I.2  COUNTERFEIT CALL TEST

Goal:
     -    [*]

Method:
     -    [*]

Deliverable:
     -    [*]

Approval: Customer Initial ______ Date ______   CTS Initial ______ Date ______

J.  ADDITIONAL REGIONAL PROCESSOR COMPLEX EQUIPMENT TEST

     -    [*]

J.1  NETWORK CONNECTIVITY

Goal:
     -    [*]

Method:
     -    [*]

Deliverable:
     -    [*]


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Approval: Customer Initial ______ Date ______   CTS Initial ______ Date ______

J.2  APPLICATION SERVER REPORTING

Goal:
     -    [*]

Method:
     -    [*]

Deliverable:
     -    [*]

Approval: Customer Initial ______ Date ______   CTS Initial ______ Date ______

K.  ADDITIONAL REGIONAL PROCESSOR COMPLEXES

[*]

L.  DURATION OF TESTING

[*]


TERMS & DEFINITIONS

ACRONYM        DESCRIPTION
- -------        -----------
[*]
CSS            Cell Site System
RPC            Regional Processor Complex
MIN            Mobile Identification Number
ESN            Electronic Serial Number


MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 40

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                                  SCHEDULE E-2

                             ACCEPTANCE TEST PLAN [*]

          Set forth below is the Acceptance Test Plan [*] described in 
Subsection 1.1 of the Master Purchase and License Agreement between CTS and 
Customer (the "Agreement").  For purposes of this Acceptance Test Plan, all 
references to "fraud" or "cloning fraud" shall mean analog cellular telephone 
cloning fraud within the home market.  All undefined terms used herein shall 
have the meanings ascribed to such terms in the Agreement.

          [*]

                                     GOALS

- -    [*]

                                TEST CONDITIONS


The tests set forth below are subject to satisfaction of the following 
conditions at all times during testing:

- -    Customer is in compliance with the CTS Infrastructure and Environmental
     Requirements for the relevant System, and otherwise is in compliance with
     the Agreement.

- -    Customer's cellular network is functioning properly, such that it does not
     degrade the performance of the System.

- -    Customer continuously purchases support services from CTS for the relevant
     System under the Support Services Agreement, and otherwise is in compliance
     with such agreement.

- -    The hardware sizing and configuration for the relevant System have been
     approved by CTS.

- -    New phones (phones that become commercially available in the relevant
     Licensed Market by their respective manufacturers) will not be a part of
     this testing [*].

- -    [*]

                                      TESTS


1.  TEST PREPARATIONS

     [*]

Additional Test Preparations:

     CTS and Customer will prepare the System for testing by performing the
     items described below:

     -    [*]

2.  [*]

Goal:
     -    [*]

Method:
     -    [*]

MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 41

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Deliverable:
     -    [*]

Approval: Customer Initial ______ Date ______   CTS Initial ______ Date ______

[*]

Goals:
     -    [*]

Method:
     -    [*]

Deliverables:
     -    [*]

Approval: Customer Initial ______ Date ______   CTS Initial ______ Date ______

[*]

Goal:
     -    [*]

Method:
     -    [*]

Deliverable:
     -    [*]


Approval: Customer Initial ______ Date ______   CTS Initial ______ Date ______

5.  Duration of Testing

[*]

TERMS & DEFINITIONS

ACRONYM        DESCRIPTION
- -------        -----------
[*]
GUI            Graphical User Interface

FORMULAS
[*]

MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 42

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                                   SCHEDULE F
                                       TO
                      MASTER PURCHASE AND LICENSE AGREEMENT

                                TRAINING CLASSES

     This Schedule contains a description of the training classes specified 
in the Master Purchase and License Agreement between CTS and Customer (the 
"Agreement").  All undefined capitalized terms used in this Schedule shall 
have the meanings ascribed to such terms as set forth in the Agreement.

     Each of the initial training classes are to be conducted at facilities 
provided by Customer, in the market area in which the System is installed. 
Where a classroom environment is required Customer will need to include 
adequate space for the number of participants, an overhead transparency 
projector, and access, within a reasonable distance, to an X-terminal capable 
of running the System's graphical user interface.  Where a Cell Site 
environment is required, Customer will need to provide adequate space such 
that the number of participants are able to view, concurrently, 
demonstrations of Cell Site Hardware installation or maintenance procedures. 
Training sessions are to be held during normal business hours (local time), 
up to approximately eight hours per day, on concurrent days.

A.   PreTect-TM- USER TRAINING

     Participant Prerequisite:  Previous professional experience within a
     cellular carrier's operation identifying and/or resolving cases of cellular
     fraud or working with the carrier's customer care organization.
     Duration:  Approximately four hours, to be conducted in one business day.
     Facilities requirements:  Classroom, as described above.

     Maximum number of participants:  [*]
     Timing:  To be conducted after installation of Regional Processor and at
     least five Cell Site Hardware systems in a market area, and end-to-end
     verification of System functionality by CTS.

     Course Description:  This course is targeted at carrier personnel who
     currently work in the carrier's Fraud or Customer Care organizations.
     This course shows PreTect-TM- users how to access information and perform
     tasks using the PreTect-TM- graphical user interface.  This includes an
     overview of the functionality, pre-call detection, and interdiction.
     Additional training topics include:  querying the system by mobile
     identification number (MIN) and  destination, monitoring fingerprints, and
     generating on-screen and print reports.

B.   Cell Site System Training

     The Cell Site System training will depend on whether Customer elects to
     have CTS perform installation of Cell Site Components or elects to perform
     such installation itself, as specified in the Agreement.  If Customer
     elects to have CTS perform such installation, CTS will provide the Cell
     Site System Overview training described below.  If Customer elects to
     perform such installation itself, CTS will provide the Cell Site System
     Installation training described below.

     1.   Cell Site System Overview

MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 43

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     Participant Prerequisite:  Demonstrated familiarity with PC-type hardware
     systems.  Previous experience working in the cell site environment
     recommended.

     Duration:  Approximately four hours of classroom instruction.  Observation
     of installation of up to three Cell Site hardware systems.  Cell site
     observation to be conducted according to a mutually-agreed-upon schedule.

     Facilities requirements:  Classroom and cell site, as described above.
     Maximum number of participants:  Governed by cell site environment
     restrictions, as described above.

     Timing:  To be conducted at a mutually agreed upon time.
     Course Description:  This course is targeted at Customer personnel who
     currently work supporting the Customer's cell sites.  The training includes
     an overview of CSS hardware infrastructure, training in composition and
     layout of CTS additions to cell sites, and a basic understanding of network
     interfaces and problem solving techniques including the cell site
     relationship to the regional processor.

     2.   Cell Site System Installation

     Participant Prerequisite:  Demonstrable skills installing and maintaining
     PC-type hardware systems.  Previous experience working in the cell site
     environment recommended.  [*]

     Duration:  Approximately four hours of classroom instruction.
     Participation in installation of at least five Cell Site hardware systems,
     with the Cell Sites selected including a representative sample of the
     possible interfacing requirements (RF connection and networking).  Cell
     site training to be conducted according to a mutually-agreed-upon schedule.

     Facilities requirements:  Classroom and cell site, as described above.
     Maximum number of participants:  Governed by cell site environment
     restrictions, as described above.

     Timing:  To be conducted after installation of Regional Processor, unless
     the parties otherwise agree to in writing.

     Course Description:  This course is targeted at Customer personnel who
     currently work supporting Customer's cell sites. This includes an overview
     of CSS hardware infrastructure, proper handling and installation of CSS
     components, and a basic understanding of network interfaces and problem
     solving techniques.

     Course Requirement:  This CTS training session is required for all Customer
     personnel who will be performing installation of Cell Site System hardware
     at Cell Sites, until CTS makes available a "Train the Trainer" program to
     enable Customer to train its own personnel for the installation of Cell
     Site System hardware.  When available, participation in the "Train the
     Trainer" program will be required for up to two designated Installation
     Trainers for Customer.  Upon CTS certification, such Installation Trainers
     will be responsible for training Customer personnel in accordance with the
     CTS-provided curriculum for Cell Site System Installation training, and for
     maintaining Installation Trainer certification in accordance with CTS 
     re-certification


MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 44

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     requirements.  CTS will provide such "Train the Trainer" program on such
     terms and for such training fees as CTS and Customer mutually agree to in
     writing, which fees [*]

C.   Cell Site System Maintenance Training

     Participant Prerequisite:  Cell Site System Installation training, as
     described above.  In addition, demonstrable skills repairing [*].  Previous
     experience working in a cell site environment recommended.

     Duration:  Approximately four hours of classroom training and eight hours
     of on-the-job, participatory training in the cell site environment.

     Facilities requirements: Classroom and cell site, as described above.

     Maximum number of participants:  Governed by cell site environment
     restrictions, as described above.

     Timing:  To be conducted after installation of Regional Processor and at
     least five Cell Site Hardware systems in a market area, and end-to-end
     verification of System functionality, unless the parties otherwise agree to
     in writing.

     Course Description:  This course is targeted at carrier personnel who
     currently perform hardware repairs on cellular network equipment.  The
     course includes basic trouble-shooting techniques of the CSS environment,
     proper handling of CSS hardware, and CSP component replacement.

     Course Requirement:  This CTS training session is required for all 
     Customer personnel who will be performing maintenance of Cell Site 
     System hardware at Cell Sites, until CTS makes available a "Train the 
     Trainer" program to enable Customer to train its own personnel for the 
     maintenance of Cell Site System hardware.  When available, participation 
     in the "Train the Trainer" program will be required for up to two 
     designated Maintenance Trainers for Customer.  Upon CTS certification, 
     such Maintenance Trainers will be responsible for training Customer 
     personnel in accordance with the CTS-provided curriculum for Cell Site 
     System Maintenance training, and for maintaining Maintenance Trainer 
     certification in accordance with CTS re-certification requirements.  CTS 
     will provide such "Train the Trainer" program on such terms and for such 
     training fees as CTS and Customer mutually agree to in writing, which 
     fees [*].  [*].

MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 45

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                                   SCHEDULE G
                                       TO
                     MASTER PURCHASE AND LICENSE AGREEMENT

                   TECHNICAL MANAGERS - OVERALL COORDINATION


CTS TECHNICAL MANAGERS:

Primary:  [*]

          Cellular Technical Services Company, Inc.
          2401 Fourth Avenue, Suite 808
          Seattle, Washington  98121
          [*]
          Fax: (206) 443-1550
Back Up:  [*]
          Cellular Technical Services Company, Inc.
          2401 Fourth Avenue, Suite 808
          Seattle, Washington  98121
          [*]
          Fax: (206) 443-1550

CUSTOMER TECHNICAL MANAGERS:

Primary:  [*]
          Ameritech Mobile Communications, Inc.
          2000 W. Ameritech Center Drive
          [*]
          Hoffman Estates, Illinois  60196
          [*]
Back Up:  Network Management & Control Center
          [*]
          2000 W. Ameritech Center Drive
          [*]
          Hoffman Estates, Illinois  60196
          [*]



MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 46

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                                   SCHEDULE H
                                       TO
                     MASTER PURCHASE AND LICENSE AGREEMENT

                             NONDISCLOSURE AGREEMENT


Attached to this Schedule is a copy of the Bilateral Nondisclosure Agreement 
dated as of October 14, 1996, between Cellular Technical Services Company, 
Inc. and Ameritech Mobile Communications, Inc. doing business as Ameritech 
Cellular Services.


MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 47

<PAGE>

                      BILATERAL NON-DISCLOSURE AGREEMENT

   THIS AGREEMENT is entered into as of the 14th day of October, 1996, 
between AMERITECH MOBILE COMMUNICATIONS, INC., a Delaware corporation, doing 
business as AMERITECH CELLULAR SERVICES ("ACS"), and CELLULAR TECHNICAL 
SERVICES COMPANY, INC., a Delaware corporation ("Company").

   1.  ACS and Company intend to disclose to each other information, which 
may include confidential information, for purposes of evaluating a proposed 
business relationship between the parties or for purposes of performing under 
any actual business relationship or agreement between the parties. The term 
"Confidential Information" shall mean any information or data which is 
disclosed by a party to the other party under or in contemplation of this 
Agreement and which (a) if in tangible form or other media that can be 
converted to readable form, is clearly marked as proprietary, confidential or 
private when disclosed, or (b) if oral, is identified as proprietary, 
confidential, or private on disclosure and is summarized in a writing so 
marked and delivered within thirty (30) days following such disclosure. The 
parties agree that the disclosing party shall have the right to correct any 
inadvertent failure to so identify or summarize information as confidential 
or proprietary by providing written notification to the receiving party as 
soon as practical after such error is determined by the disclosing party. 
Upon receipt of such notification, the receiving party shall, from that time 
forward, treat such information as "Confidential Information" in accordance 
with and subject to the terms of this Agreement. Confidential information may 
be either the property of the disclosing party or information provided to the 
disclosing party by a corporate affiliate of the disclosing party or by a 
third party.

   2.  The parties agree that all information regarding subscribers of ACS, 
including subscriber lists, MINs, ESNs, and usage information, and related 
subscriber information and data, and all Call Data derived from calls 
originating from ACS' cellular network, as defined in the Service Agreement 
for Real-Time Prevention of Roaming Closing Fraud between the parties dated 
as of the date hereof, is to be deemed ACS's Confidential Information 
hereunder whether or not it is marked in accordance with Section 1 hereof.

   3.  This Agreement is intended to encompass the corporate affiliates of 
both parties hereto. Consequently, affiliates of either party may disclose 
Confidential Information to the other party or its affiliates, and affiliates 
of either party may receive Confidential Information from the other party or 
its affiliates. The terms "disclosing party" and "receiving party" shall 
include affiliates of the parties hereto with respect to Confidential 
Information disclosed or received by the affiliates. The rights and 
obligations of the parties hereto shall inure to the benefit of their 
respective corporate affiliates and may be directly enforced by such 
affiliates. Notwithstanding the above, each party shall be responsible for 
any failure of any of its 


<PAGE>

affiliates to fully comply with the terms of this Agreement with respect to 
the other party's Confidential Information.

   4.  The receiving party acknowledges the economic value to the disclosing 
party of all Confidential Information. With respect to Confidential 
Information, the recipient shall:

   (a)  use the Confidential Information only for the purpose(s) set forth in 
        Section I above;

   (b)  restrict disclosure of the Confidential Information solely to those 
        employees of such party and its affiliates with a "need to know" and
        not disclose it to any other person or entity without the prior 
        written consent of the disclosing party;

   (c)  advise those employees who gain access to Confidential Information of 
        their obligations with respect to the Confidential Information and 
        ensure that each such person fully complies with the terms of this 
        Agreement with respect to the disclosing party's Confidential 
        Information;

   (d)  make only the number of copies of the Confidential Information 
        necessary to disseminate the information to those employees who are
        entitled to have access to it, and ensure that all confidentiality 
        notices set forth on the Confidential Information are reproduced in 
        full on such copies; and 

   (e)  safeguard the Confidential Information with the same degree of care 
        to avoid unauthorized disclosure as recipient uses to protect its own
        confidential and private information (but in any event no lesser 
        standard than that which a reasonable person would utilize with 
        respect to its own trade secrets or confidential information of a 
        similar nature).

   For the purposes of this Agreement only, "employees" includes third 
parties retained for temporary administrative, clerical or programming 
support. 

   A "need to know" means that the employee requires access to the 
Confidential Information in order to perform his or her responsibilities in 
connection with the evaluation of a proposed business relationship between 
the parties or performance under any actual business relationship or 
agreement between the parties.

   5.  The obligations of Paragraph 4 shall not apply to any Confidential 
Information which the recipient can demonstrate (i.e., the receiving party 
shall have the burden of proving the existence of any of the following 
exceptions):

   (a)  is or becomes available to the public through no breach of this 
        Agreement; 

                                  -2-



<PAGE>

   (b)  was previously known by the recipient without any obligation to hold 
        it in confidence;

   (c)  is received from a third party free to disclose such information 
        without restriction;

   (d)  is independently developed by the recipient without the use of 
        Confidential Information of the disclosing party;

   (e)  is approved for release by written authorization of the disclosing 
        party, but only to the extent of and subject to such conditions as 
        may be imposed in such written authorization;

   (f)  is required by law or regulation to be disclosed, but only to the 
        extent and for the purposes of such required disclosure; or

   (g)  is disclosed in response to a valid order of a court or other 
        governmental body of the United States or any political subdivisions 
        thereof, but only to the extent of and for the purposes of such order;
        provided, however, that the recipient shall first notify the 
        disclosing party of the order and permit the disclosing party to seek
        an appropriate protective order.

   6.  When requested by the recipient, the disclosing party will provide a 
non-confidential resume of Confidential Information prior to disclosure of 
the actual Confidential Information to enable the recipient to determine 
whether it can accept the Confidential Information. Each party has the right 
to refuse to accept any information under this Agreement, and nothing 
obligates either party to disclose to the other party any particular 
information.

   7.  Each party acknowledges its obligation to control access to and/or 
exportation of technical data under the applicable export laws and 
regulations of the United States, and each party agrees to adhere to and 
comply with such laws and regulations with respect to any technical data 
received under this Agreement.

   8.  Confidential Information, including permitted copies, shall be deemed 
the property of the disclosing party. The recipient shall, within twenty (20) 
days of a written request by the disclosing party, return all Confidential 
Information, including all copies thereof, to the disclosing party or destroy 
all such Confidential Information. The recipient shall also, within ten (10) 
days of a written request by the disclosing party, certify in writing that 
it has satisfied its obligations under Paragraphs 4, 7 and 8 of this 
Agreement.

   9.  Both parties agree that an impending or existing violation of any 
provision of this Agreement would cause the disclosing party irreparable 
injury for which it would have no 

                                  -3-



<PAGE>

adequate remedy at law, and that the disclosing party shall be entitled to 
seek immediate injunctive relief prohibiting such violation, in addition to 
any other rights and remedies available to it. 


  10.  Nothing contained in this Agreement shall (a) be deemed a commitment 
to engage in any business relationship, contract or future dealing with the 
other party, or (b) limit either party's right to conduct similar discussions 
or perform similar work to that undertaken pursuant hereto, so long as said 
discussions or work do not violate this Agreement. 

  11.  No patent, copyright, trademark or other proprietary right or license 
is granted by this Agreement, except for the right to use such information in 
accordance with this Agreement. No warranties of any kind are given with 
respect to the Confidential Information disclosed under this Agreement or any 
use thereof, except as may be otherwise agreed to in writing.

  12.  This Agreement shall be effective as of the date first written above 
and shall terminate upon the later of: (i) the termination of the Master 
Purchase and License Agreement between the parties dated as of the date of 
this Agreement; or (ii) five (5) years after the date of this Agreement. All 
obligations undertaken hereunder shall survive any termination of this 
Agreement with respect to Confidential Information disclosed prior to the 
termination of this Agreement. 

   13.  This Agreement may not be assigned by either party without the prior 
written consent of the other, except that either party may assign this 
Agreement to any of its affiliates upon prior written notice to the other 
party. No permitted assignment shall relieve a party of its obligations 
hereunder with respect to Confidential Information disclosed to that party 
prior to the assignment. Any assignment in violation of this Section shall be 
void. This Agreement shall be binding upon the parties and their respective 
successors and assigns.

  14.  If any provision of this Agreement shall be held invalid or 
unenforceable, such provision shall be deemed deleted from this Agreement and 
replaced by a valid and enforceable provision which so far as possible 
achieves the parties' intent in agreeing to the original provision. The 
remaining provisions of this Agreement shall continue in full force and 
effect. 

  15.  Each party warrants that it has the authority to enter into this 
Agreement and to lawfully make the disclosures contemplated hereunder.

  16.  This Agreement, together with the Non-Disclosure Agreement between the 
parties dated September 6, 1994 (the "Prior Agreement"), represents the 
entire understanding between the parties with respect to the subject matter 
hereof and supersedes all prior communications, agreements and understandings 
relating thereto. The parties agree that the

                                  -4-


<PAGE>

date of this Agreement shall be the termination date of the Prior Agreement, 
such that the Prior Agreement shall continue to apply with respect to the 
"Confidential Information" (as defined in the Prior Agreement) of the 
Company disclosed prior to the date of this Agreement. The provisions of this 
Agreement may not be modified, amended, or waived, except by a written 
instrument duly executed by both parties. This Agreement shall be governed in 
all respects by the domestic laws of the State of Delaware.

CELLULAR TECHNICAL SERVICES COMPANY, INC.

By:     /s/ Robert P. Dahut
       ----------------------------------


Title:     President & COO
       ----------------------------------


AMERITECH MOBILE COMMUNICATIONS, INC.

By:     /s/ John E. Rooney
       ----------------------------------

Title:     PRESIDENT
       ----------------------------------



                                  -5-

<PAGE>

* CONFIDENTIAL MATERIAL OMITTED - FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION


                                   SCHEDULE I
                                       TO
                       MASTER PURCHASE AND LICENSE AGREEMENT

                           NON-DISCRIMINATION COMPLIANCE




Attached to this Schedule is a copy of Customer's standard form 
Non-Discrimination Provisions.

MASTER PURCHASE AND LICENSE AGREEMENT                                    PAGE 48


<PAGE>

                     NON-DISCRIMINATION PROVISIONS
                     -----------------------------

    During the performance of this Agreement, Contractor agrees to comply 
with the following provisions, to the full extent that this Agreement is 
subject to the applicable provisions of the following: Executive Order No. 
11246, Executive Order No. 11625, Executive Order No. 12138, Section 503 of 
the Rehabilitation Act of 1973, the Vietnam-Era Veteran's Readjustment 
Assistance Act of 1974, the Illinois Human Rights Act, the Indiana Civil 
Rights Law, the Michigan Civil Rights Act, the Ohio Fair Employment Practice 
Law, the Wisconsin Fair Employment Act, the rules, regulations and relevant 
orders of the agencies enforcing said Orders and Statutes or charged with 
administering affirmative action/non-discrimination requirements applicable 
to government contractors or subcontractors, and any other applicable 
Federal, State, or local law imposing obligations on government contractors 
or subcontractors.

    Monetary amounts, contractual or purchasing relationships, and/or the 
number of Contractor's employees, determine which provisions are applicable.

CLAUSES REQUIRED BY FEDERAL LAW
- -------------------------------

    The following clauses are deemed part of this Agreement in accordance 
with the table set forth below.

                                           Clauses
Annual                --------------------------------------------------
Contract Value          1        2        3        4        5        6
- ------------------------------------------------------------------------

Less than $2,500       X(a)     X(a)              X(b)
$2,500 or more         X(a)     X(a)              X(b)               X
$10,000 or more        X        X                 X(b)      X        X
$50,000 or more        X        X        X(c)     X(d)      X        X

(a) Applies only to depositories of government funds or financial 
    institutions issuing U.S. savings bonds and notes.


<PAGE>

(b) Applies only to depositories of government funds or financial 
    institutions issuing U.S. savings bonds and notes and which have 50 or
    more employees and are prime contractors or first-tier subcontractors.

(c) Applies only to businesses having 50 or more employees.

(d) Applies only to businesses having 50 or more employees and which are 
    prime contractors or first-tier subcontractors.

Clause 1: Equal Employment Opportunity

    The Equal Employment Opportunity Clause set forth in Section 202 of 
    Executive Order 11246 and reiterated at 41 C.F.R. Section 60-1.4(a), 
    is hereby incorporated by reference pursuant to 41 C.F.R. 
    Section 60-1.4(d).

Clause 2: Certification of Non-Segregated Facilities

    The Contractor certifies that it does not and will not maintain any 
    facilities it provides for its employees in a segregated manner, or 
    permit its employees to perform their services at any location under its 
    control, where segregated facilities are maintained; and that it will 
    obtain a similar certification, prior to the award of any nonexempt 
    subcontract.

Clause 3: Certification of Affirmative Action Programs

    The Contractor affirms that it has developed and is maintaining 
    Affirmative Action Plans as required by Parts 60-2, 60-250 and 60-741 of 
    Title 41 of the Code of Federal Regulations.

Clause 4: Certification of Filing of Employers Information Reports

    The Contractor agrees to file annually on or before the 31st of March 
    complete and accurate reports of Standard Form 100 (EE0-1) or such forms 
    as may be promulgated in its place.


                                       2

<PAGE>

Clause 5: Employment of Veterans

    The Affirmative Action for Disabled Veterans and Veterans of The Vietnam 
    Era Clause, set forth in 41 C.F.R. Section 60-250.4 is hereby 
    incorporated by reference pursuant to 41 C.F.R. Section 60-250.22.

Clause 6: Employment of the Handicapped

    The Affirmative Action Clause for Handicapped Workers set forth at 41 
    C.F.R. Section 60-741.4 is hereby incorporated by reference pursuant to 
    41 C.F.R. Section 60-741.22.

ADDITIONAL FEDERAL CLAUSES
- --------------------------

    If this Agreement offers further subcontracting opportunities, the 
following clause is hereby made a material term of this Agreement:

    Utilization of Small Business Concerns and Small Disadvantaged Business 
    Concerns (Feb. 1990)

    (a) It is a policy of the United States that small business concerns and 
small business concerns owned and controlled by socially and economically 
disadvantaged individuals shall have the maximum practicable opportunity to 
participate in performing contracts let by any Federal agency, including 
contracts and subcontracts for subsystems, assemblies, components, and 
related services for major systems. It is further the policy of the United 
States that its prime contractors establish procedures to ensure the timely 
payment of amounts due pursuant to the terms of their subcontracts with small 
business concerns and small business concerns owned and controlled by 
socially and economically disadvantaged individuals.

    (b) Contractor hereby agrees to carry out this policy in the awarding of 
subcontracts to the fullest extent consistent with efficient contract 
performance. Contractor further agrees to cooperate in any studies or surveys 
as may be conducted by the United States Small Business 


                                       3

<PAGE>

Administration or the awarding agency of the United States as may be 
necessary to determine the extent of Contractor's compliance with this clause.

    (c) As used in this contract, the term "small business concern" shall 
mean a small business as defined pursuant to Section 3 of the Small Business 
Act and relevant regulations promulgated pursuant thereto. The term "small 
business concern owned and controlled by socially and economically 
disadvantaged individuals" shall mean a small business concern:

        (1) which is at least 51 percent unconditionally owned by one or more 
socially and economically disadvantaged individuals; or, in the case of any 
publicly owned business, at least 51 percent of the stock of which is 
unconditionally owned by one or more socially and economically disadvantaged 
individuals; and

        (2) whose management and daily business operations are controlled by 
one or more of such individuals. This term also means a small business 
concern that is at least 51 percent unconditionally owned by an economically 
disadvantaged Indian tribe or Native Hawaiian organization, or a publicly 
owned business having at least 51 percent of its stock unconditionally owned 
by one of these entities which has its management and daily business 
controlled by members of an economically disadvantaged Indian tribe or a 
Native Hawaiian organization, and which meets the requirements of 13 C.F.R. 
Part 124. The Contractor shall presume that socially and economically 
disadvantaged individuals include Black Americans, Hispanic Americans, Native 
Americans, Asian-Pacific Americans, Subcontinent Asian Americans, and other 
minorities, or any other individual found to be disadvantaged by the 
Administration pursuant to Section 8(a) of the Small Business Act. The 
Supplier shall presume that socially and economically disadvantaged entities 
also include Indian Tribes and Native Hawaiian organizations.

    (d) Contractors acting in good faith may rely on written representations 
by their subcontractors regarding their status as either a small business 
concern or a small business concern owned and controlled by socially and 
economically disadvantaged individuals.


                                       4

<PAGE>

SMALL BUSINESS/DISADVANTAGED BUSINESS PLAN CLAUSE
- -------------------------------------------------


     If the value of the goods or services to be provided by Contractor under 
     this Agreement is $500,000 or more, Contractor further agrees that it shall
     adopt a Small Business and Small Disadvantaged Business Subcontracting 
     Plan as described in the clause set forth at Part 1, Section 52.219-9 of 
     Title 48 of the Code of Federal Regulations.

    STATE CLAUSES
    -------------

        If this Agreement relates to services to be performed for the State 
     of Illinois, its political subdivisions, or any municipal corporation 
     within the State of Illinois, the Equal Employment Opportunity clause 
     set forth at 44 Ill. Adm. Code Section 750, Appendix A shall be deemed 
     incorporated herein by reference pursuant to the language thereof.

        If this Agreement relates to services to be performed for the State 
     of Michigan or its political subdivisions, the value of the contract is 
     at least $5,000, and Contractor has at least three (3) employees, the 
     Non-discrimination Clause for All-State Contractors adopted by the State 
     Administrative Board on January 17, 1967, as amended, shall be deemed 
     incorporated herein by reference pursuant to the language thereof.



                                       5




<PAGE>


* CONFIDENTIAL MATERIAL OMITTED - FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION




                        MASTER PURCHASE AND LICENSE AGREEMENT

     This Master Purchase and License Agreement is made as of August 27, 
1996, by and between CELLULAR TECHNICAL SERVICES COMPANY, INC., a Delaware 
corporation ("CTS"), and CELLCO PARTNERSHIP, a Delaware general partnership 
doing business as Bell Atlantic NYNEX Mobile ("Customer").  In consideration 
of the mutual promises and covenants contained herein and for other good and 
valuable consideration, the receipt and sufficiency of which is hereby 
mutually acknowledged, CTS and Customer hereby agree as follows:

         1.   DEFINITIONS.  Whenever used in this Agreement, the following
terms shall have the following meanings:

              1.1  "Acceptance Test Plan" means either of the following plans
as the context may require: (i) the Standard Acceptance Test Plan set forth in
the attached Schedule E-1; and (ii) the Acceptance Test Plan [*] set forth in
the attached Schedule E-2, which applies for certain [*] in the Customer's [*].

              1.2  "Agreement" means this Master Purchase and License Agreement
and the attached Schedules, together with all amendments and supplements which
may be made thereto from time to time.

              1.3  "Customer
 Facility" means each MTSO, Cell Site, or other
location within a Market at which any Component of a System is installed or to
be installed under this Agreement.

              1.4  "Cell Site" means a cellular radio base station location
consisting of radio, antenna, and power equipment, which provides cellular
telecommunications service to a particular geographic area, and in which certain
Components of a System are installed in accordance with this Agreement.  The
term "Cell Site" shall exclude mini-cells, micro-cells, and radio frequency (RF)
extenders.

              1.5  "Component" means an individual item of the Hardware or
Licensed Programs.

              1.6  "Confidential Information" shall have the same meaning
ascribed to such term in the Nondisclosure Agreement.

              1.7  "Customization" means any modification, enhancement, or
improvement to any Licensed Program that is made by CTS at Customer's request in
accordance with this Agreement.

              1.8  "Documentation" means CTS's standard user manual(s) for a
System and all other written explanatory documentation for a System which CTS
furnishes to Customer for purposes of this Agreement (as the same may be
reasonably modified or updated from time to time by CTS with notice to
Customer).  Documentation may include, if applicable, documentation provided to
CTS by its suppliers or licensors to the extent CTS is authorized by them to
provide such documentation to Customer under this Agreement.


MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 1


<PAGE>

* CONFIDENTIAL MATERIAL OMITTED - FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION

              1.9  "Fees" means the monies required to be paid by Customer to
CTS under this Agreement, including without limitation charges for Hardware,
Licensed Programs, out-of-pocket reimbursable expenses, and any other charges
for goods and/or services provided by CTS pursuant to this Agreement.

              1.10  "Hardware" means the following with respect to the System
installed or to be installed in a given Market:  (i) the computer equipment and
peripherals (including any operating system software bundled with such equipment
as supplied by the equipment manufacturer) described in the applicable Market
Purchase Agreement for such System in such quantities as CTS and Customer agree
are necessary to operate the initial configuration of such System; and (ii) any
additional computer equipment and peripherals as CTS and Customer may, from time
to time, agree in writing to add to such System as Hardware.

              1.11 "Implementation Schedule" means each mutually acceptable
schedule showing the time periods during which CTS and Customer will cause
appropriate persons to begin and complete delivery, installation, and acceptance
testing of particular Components for a System.

              1.12 "Infrastructure and Environmental Requirements" means the
requirements described in the attached SCHEDULE D (as the same may be reasonably
modified or updated from time to time by CTS with notice to Customer), which
requirements are to be satisfied by Customer at each Customer Facility in
accordance with this Agreement.

              1.13 "Intellectual Property Rights" means any patent, copyright,
trade secret, trademark, or other intellectual property right.

              1.14 "License" means the license granted to Customer under
Subsection 2.1, below.

              1.15 "Licensed Programs" means the following with respect to the
System installed or to be installed in a given Market:  (i) the CTS-owned
computer software (including firmware and patches), in object code form only,
and the Third-Party Software, in object code form only, described in the
applicable Market Purchase Agreement for such System; (ii) all New Releases,
Maintenance Releases, and Customizations provided by CTS to Customer for such
System; and (iii) any additional software, data tables, and programs as CTS and
Customer may, from time to time, agree in writing to add to such System as
Licensed Programs.

              1.16 "Licensed Territory" means the following with respect to a
given Market:  (i) the aggregate cellular service area covered by all Cell Sites
within such Market; and (ii) any additional area as CTS and Customer may, from
time to time, agree in writing to add to this Agreement as a Licensed Territory.

              1.17 "Maintenance Release" means a correction of errors, bugs, or
defects in the Licensed Programs which is made generally commercially available
by CTS to its cellular carrier licensees in the United States, and may also
include, at CTS's discretion, any minor modification, enhancement, or
improvement to the Licensed Programs.

              1.18 "Market" means:  (i) for each of the areas within the United
States identified as a "Market" in the attached SCHEDULE C, the aggregate of all
"metropolitan statistical areas" and "rural service areas" (as such quoted terms
are defined by the United States Federal Communications 

MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 2


<PAGE>

* CONFIDENTIAL MATERIAL OMITTED - FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION


Commission) specified in the attached SCHEDULE C for such Market; and (ii) 
any additional areas as CTS and Customer may, from time to time, agree in 
writing to add to this Agreement as a Market.

              1.19  "Market Purchase Agreement" means the agreement between 
CTS and Customer specifying the pricing, sizing, configuration, and 
Customer's election of available options for the initial System within each 
Licensed Market and for each expansion of such System.  Such agreement shall 
be based on the CTS standard form Market Purchase Agreement (as the same may 
be reasonably modified or updated from time to time by CTS with notice to 
Customer).

              1.20 "Mobile Telephone Switching Office" or "MTSO" means an
automatic system which constitutes the interfaces for user traffic between a
cellular network and other public switched networks or other mobile telephone
switching offices within the same network or a central control center for mobile
telephone switching centers. 

              1.21 "New Release" means any computer program or portion thereof
which involves any modification, enhancement, or improvement to any Licensed
Programs that is:  (i) made generally commercially available by CTS to its
cellular carrier licensees in the United States; (ii) identified by CTS as
either a "major" or "minor" new release; and (iii) not merely a Maintenance
Release.

              1.22 "Nondisclosure Agreement" means that certain Nondisclosure
Agreement dated as of August 27, 1996, between CTS and Customer with respect to
the protection and security of the Confidential Information of CTS and Customer,
together with all amendments and supplements which may be made to such
Nondisclosure Agreement from time to time.  A copy of the Nondisclosure
Agreement is attached hereto as SCHEDULE I.

              1.23 "Roaming Service Agreement" means that certain Service
Agreement for Real-Time Prevention of Roaming Cloning Fraud between CTS and
Customer, together with all amendments and supplements which may be made to such
agreement from time to time.

              1.24 "Specifications" means the functional specifications for a
System as set forth in the attached SCHEDULE H.

              "Support Services Agreement" means that certain Support Services
Agreement dated as of the date of this Agreement between CTS and Customer,
together with all amendments and supplements which may be made to such agreement
from time to time.

              1.26 "System" shall mean the combination of the Hardware and
Licensed Programs installed for use by Customer within a designated Licensed
Territory in accordance with the terms of this Agreement.  The initial
configuration of a System shall consist of the combination of the Hardware and
Licensed Programs installed or to be installed pursuant to the initial
Implementation Schedule for such System as set forth in the applicable Market
Purchase Agreement.

              1.27 "Third Party" means any person or entity other than CTS or 
Customer.

              1.28 "Third-Party Software" means the following with respect to a
given System:  (i) the computer programs described in the applicable Market
Purchase Agreement which are licensed to CTS by Third Parties and which CTS
sublicenses to Customer, in object code form only, as part of the Licensed
Programs, but for which CTS has no source code rights; and (ii) any additional


MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 3


<PAGE>

* CONFIDENTIAL MATERIAL OMITTED - FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION



software, data tables, and programs as CTS and Customer may, from time to 
time, agree in writing to add to such System as Third-Party Software.

         2.   LICENSE OF SOFTWARE.

              2.   GRANT OF LICENSE.  Subject to the terms of this Agreement,
CTS hereby grants to Customer a non-exclusive, non-transferable license (the
"License") to use the Licensed Programs and Documentation for the purpose of
operating a System for its intended use, as described in the Specifications,
within each Licensed Territory.  The term of the License granted above [*]
Licensed Programs and Documentation licensed and furnished hereunder for the
purpose of operating Systems installed prior to the expiration or termination of
this Agreement, subject to continued payment by Customer of all applicable Fees,
if any, required by this Agreement and subject to the terms of Subsection 14.3,
below.

              2.2  LICENSE LIMITATIONS.

                   2.2.1     The License sets forth the entirety of Customer's
rights in connection with the Licensed Programs, Documentation and associated
Intellectual Property Rights.  Accordingly, Customer shall not:  (i) use the
Licensed Programs or Documentation for any purpose other than as expressly set
forth in Subsection 2.1, above; or (ii) permit any Third Party to use or have
access to any Licensed Programs or Documentation without the express prior
written approval of CTS (except for those representatives of Customer who have
signed confidentiality agreements with CTS or for whom Customer is responsible
under the Nondisclosure Agreement).

                   2.2.2     Without limiting the generality of the foregoing,
Customer shall not directly or indirectly do any of the following (except as
expressly set forth in this Agreement or other written agreement between CTS and
Customer):  (i) sublicense any rights under the License; (ii) print or copy the
Licensed Programs, other than such number of back-up copies as authorized by CTS
in the Documentation for use solely by Customer in accordance with this
Agreement; (iii) print or copy the Documentation, other than copies for use
solely by Customer in accordance with this Agreement and in accordance with the
confidentiality provisions of the Nondisclosure Agreement; (iv) modify or
prepare derivative works of the Licensed Programs or Documentation; (v) reverse
engineer, decompile, disassemble, or otherwise create, or attempt to create, or
assist others to create, the source code form of any Licensed Programs or a
product functionally equivalent to the System or any Licensed Programs, unless
created without the use of any Licensed Programs or other Confidential
Information of CTS; (vi) modify, alter, repair, replace, relocate, disconnect,
or remove any Component of a System, except for normal installation of such
Component in accordance with CTS-approved installation procedures and except as
otherwise set forth in Subsection 2.5, below; (vii) tamper with or connect
anything to a Component of the System by or through any means or devices
whatsoever, except for normal installation of such Component in accordance with
CTS-approved installation procedures and except as otherwise set forth in
Subsection 2.5, below; or (viii) remove, obscure, or alter any Intellectual
Property Right or confidentiality notices or legends appearing in or on any
Licensed Programs or Documentation.  In addition, with respect to the notices
and legends described above, Customer shall:  (a) ensure that each copy or
reproduction of all or any portion of the Licensed Programs or Documentation
includes all such notices and legends; and (b) upon CTS's reasonable prior
written notice, provide CTS with reasonable access to Customer's relevant
records and facilities to audit and verify Customer's compliance with the terms
of this Subsection 2.2.2.  CTS shall be entitled to one such audit per calendar
year.


MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 4


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EXCHANGE COMMISSION


              2.3  NEW RELEASES, MAINTENANCE RELEASES, AND CUSTOMIZATIONS.

                   2.3.1     NEW RELEASES.  After the initial installation of a
System within a given Market, CTS will provide all New Releases for such System
to Customer [*], so long as Customer continuously purchases for such System the
software subscription services described in the Support Services Agreement and
Customer is not in breach or default under this Agreement or the Support
Services Agreement.  Otherwise, CTS, in its discretion, may provide New Releases
for such System to Customer on such terms and conditions and for such Fees as
the parties may mutually agree to in writing.  The parties acknowledge that New
Releases may require the purchase of new or additional hardware or third-party
software.

                   2.3.2     MAINTENANCE RELEASES.  After the initial
installation of a System within a given Market, CTS will provide all Maintenance
Releases for such System to Customer [*], below, which applies to such initial
System.  Thereafter, CTS will provide Maintenance Releases for such System [*]
either the standard support option or premium support option offered pursuant to
the Support Services Agreement and Customer is not in breach or default under
this Agreement or the Support Services Agreement.  Otherwise, CTS, in its
discretion, may provide Maintenance Releases for such System to Customer on such
terms and conditions and for such Fees as the parties may mutually agree to in
writing.

                   2.3.3     CUSTOMIZATIONS.  Customer may, from time to 
time, wish to have certain features of the Licensed Programs customized to 
its specifications.  CTS shall have the exclusive right to make and deliver 
such Customizations.  Any work performed to make Customizations shall be on 
such terms, conditions, and procedures and for such fees as CTS and Customer 
may mutually agree to in writing.  The parties agree that the provisions of 
this Subsection do not restrict the rights of Customer to develop and make 
applications to interface with CTS products on terms, conditions, and 
procedures and for fees which are acceptable to both parties.

              2.4  CHANGES TO CUSTOMER EQUIPMENT OR SOFTWARE.  If Customer
plans to install new or additional switching equipment or software for its
switch, or data networking or other equipment or software, or if Customer is
informed by its provider of switching, interconnection, or other equipment or
software that new or additional equipment or software will be installed,
Customer will notify CTS in writing if such installation could reasonably be
expected to have a material adverse effect on a System.  After receipt of such
notice, and so long as Customer is not in breach or default under this
Agreement, CTS will use commercially reasonable efforts to determine whether any
modifications are required to the affected System due to any such new or
additional equipment or software and, if such modifications are required, CTS
will use commercially reasonable efforts to provide the same on such terms and
conditions and for such additional fees as the parties may mutually agree to in
writing.  If any of the new or additional equipment or software described in
this Subsection could reasonably have a material adverse affect on a System, the
warranties set forth in Section 11, below, applicable to the System shall be
suspended until the parties mutually agree in writing to an appropriate
adjustment to such warranties given the circumstances.

              2.5  CELLULAR SERVICE PROTECTION.  Customer shall have the 
right to disconnect a System from Customer's cellular network if Customer 
determines, in its reasonable discretion, that such System is causing, or 
Customer suspects may cause, interference or disruption to Customer's 
cellular network.  Prior to any action to disconnect a System from Customer's 
cellular network, Customer shall take all reasonable measures to protect the 
System prior to such disconnection in accordance with CTS-approved 
procedures.  If Customer disconnects any System from Customer's 




MASTER PURCHASE AND LICENSE AGREEMENT                                  PAGE 5


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* CONFIDENTIAL MATERIAL OMITTED - FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION

cellular network, then Customer shall be liable for all damages to the System 
resulting from such disconnection if the same is not performed in accordance 
with CTS-approved procedures.  The performance warranties set forth in 
Section 11, below, applicable to the System shall be suspended upon any such 
disconnection and remain suspended until the System is reconnected and 
certified by CTS to be operating in proper working order.

         3.   SUPPLY OF HARDWARE.

              3.1  FROM CTS.  Subject to the terms of this Agreement, CTS 
hereby agrees to sell, and Customer hereby agrees to buy, the Hardware 
described in the applicable Market Purchase Agreement for a given System in 
such quantities as CTS and Customer mutually agree to in such Market Purchase 
Agreement.

              3.2  FROM THIRD PARTIES.  Notwithstanding Subsection 3.1, 
above, Customer may purchase quantities of the CTS-certified Hardware 
specified in the attached SCHEDULE B either from CTS or Third Parties 
approved in advance and in writing by CTS, subject to the terms of this 
Agreement.  CTS-certified Hardware purchased from Third Parties will be 
subject to an integration Fee as specified in the attached SCHEDULE A.  CTS 
may, from time to time, agree in writing to add hardware components to the 
list of CTS-certified Hardware specified in SCHEDULE B at any time after 
CTS's certification of such hardware components.  Except as specifically set 
forth herein, CTS shall have no liability with respect to any Hardware 
components supplied by any person or entity other than CTS.

         4.   SYSTEM DEPLOYMENTS.

              4.1  [*] AGREEMENT.  It is expressly understood and agreed that: 
(i) except as set forth in Subsections 4.2.1 and 4.4, below, Customer is [*]
Market Purchase Agreements with CTS; (ii) this Agreement [*] to sell products to
Customer; and (iii) Customer [*] for the procurement of comparable products.

              4.2  COMMITMENTS FOR SYSTEM DEPLOYMENTS.

                   4.2.1     MINIMUM COMMITMENT.  As partial consideration 
for the favorable price terms offered by CTS, as set forth in the attached 
SCHEDULE A, Customer hereby commits to purchase from CTS such quantities of 
Components such that the aggregate size of [*] shall be [*] from the date of 
this Agreement.  If Customer does not purchase from CTS such minimum 
quantities of Components prior to the expiration of [*], then CTS may, at its 
election and upon written notice to Customer, [*] granted by CTS to Customer 
with respect to [*].

                   4.2.2     FORECASTS.  As of the date of this Agreement, 
and at the end of each calendar quarter during the term of this Agreement, 
Customer will provide CTS with a written rolling forecast of Customer's 
estimated purchases of Components hereunder (both in terms of Cell Site 
expansion and dollar value) for the ensuing twelve-month period.  ALL 
FORECASTS ARE FOR PLANNING PURPOSES ONLY AND ARE NON-BINDING.  All forecasts 
shall be made in good faith and reflect Customer's best estimates after due 
consideration.  All purchases hereunder shall be made only pursuant to 
mutually acceptable Market Purchase Agreements, as described in Subsection 
4.3, below.

              4.3  SYSTEM DEPLOYMENTS IN GENERAL.  It is expressly understood 
and agreed that this Agreement is intended to establish uniform and 
consistent terms and conditions for any Market 



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Purchase Agreement that Customer may choose to enter into with CTS.  
Accordingly, the initial System in a given Market, and each expansion of such 
System, will be deployed for commercial use only under the terms and 
conditions of this Agreement and a Market Purchase Agreement for such Market. 
 Each Market Purchase Agreement must be executed by an authorized 
representative of Customer and an officer of CTS at the vice president level 
or higher.  Each System deployment shall:  (i) consist of the combination of 
the Hardware and Licensed Programs identified in the applicable Market 
Purchase Agreement; (ii) be installed at the Customer Facilities and in 
accordance with the Implementation Schedule identified in the applicable 
Market Purchase Agreement; (iii) be supported pursuant to the support 
services options selected by Customer in the applicable Market Purchase 
Agreement; (iv) be subject to the Fees and payment terms set forth in Section 
9, below, and in the attached SCHEDULE A; and (v) be subject to acceptance 
testing in accordance with Section 7, below, and the Standard Acceptance Test 
Plan set forth in the attached Schedule E-1, except as otherwise set forth in 
Subsection 4.4, below.

              4.4  INITIAL SYSTEM DEPLOYMENT IN NEW YORK METRO MARKET. 
Customer agrees that, contemporaneously with the execution of this Agreement 
by the parties, CTS and Customer will execute a Market Purchase Agreement, 
pursuant to which Customer will deploy an initial System consisting of [*] in 
the New York Metro Market in accordance with Section 7, below, the Standard 
Acceptance Test Plan set forth in the attached Schedule E-1, and the 
Acceptance Test Plan [*] set forth in the attached Schedule E-2.  This 
Agreement and such Market Purchase Agreement shall supersede and replace the 
terms set forth in the Interim Agreement between the parties dated March 13, 
1996.

              4.5  GOVERNING TERMS.  This Agreement shall govern all terms of
the license of Licensed Programs and sale of Hardware from CTS, except as set
forth in the applicable Market Purchase Agreement.  In no event shall any terms
and conditions of any other document alter or amend any provision of this
Agreement, the applicable Market Purchase Agreement, or otherwise control,
unless CTS and Customer specifically agree in writing that such terms shall
control.

         5.   DELIVERY AND INSTALLATION.

              5.1  DELIVERY.

                   5.1.1     SHIPMENT.  Components to be delivered by CTS under
a Market Purchase Agreement will be delivered to a freight carrier at CTS's
facilities in Seattle, Washington U.S.A. or at such other locations as CTS may
specify from time to time.  Such Components will be delivered in accordance with
the terms of this Agreement, the applicable Market Purchase Agreement, and on an
Implementation Schedule agreed upon by both CTS and Customer.  CTS reserves the
right to make partial shipments and to make shipments at times convenient to
CTS; PROVIDED, that in each case CTS shall meet the applicable Implementation
Schedule in all material respects except as otherwise provided under this
Agreement or any other written agreement between CTS and Customer.

                   5.1.2     TITLE.  Title to Hardware purchased from CTS shall
pass to Customer upon CTS's delivery thereof to a freight carrier at CTS's
facilities in Seattle, Washington U.S.A. or at such other locations as CTS may
specify from time to time.  

                   5.1.3     FREIGHT CHARGES, INSURANCE, AND RISK OF LOSS.  
All Fees are F.O.B. at CTS's facilities in Seattle, Washington  U.S.A.  In 
addition to the Fees described in Section 9, below, and in the attached 
SCHEDULE A, Customer shall pay all insurance and freight charges associated 
with all shipments of Components.  Customer shall insure the contents of such 
shipments against damage and risk of loss during shipment and thereafter.  
CTS shall assume no liability in connection with such 



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shipments; PROVIDED, HOWEVER, that CTS shall take directions from Customer 
and otherwise assist Customer in coordinating such shipments.  In the absence 
of specific written instructions from Customer, CTS shall select the freight 
carrier for shipments from CTS, but such freight carrier shall not be 
construed as CTS's agent.

              5.1.3     INSTALLATION AND READINESS OF CUSTOMER FACILITIES.

                   5.2.1     TECHNICAL MANAGERS.  Customer and CTS shall each
designate and provide the other party with the name, address, and telephone
number of one (1) primary and one (1) back up technical manager for overall
coordination between Customer and CTS with respect to the installation and
acceptance of Components for Systems.  The initial technical managers of
Customer and CTS for such overall coordination are identified in the attached
SCHEDULE G.  Each party shall have the right to replace technical managers by
providing notice of such replacement to the other party.

                   5.2.2     INSTALLATION.  For each installation of Components
at a Customer's MTSO (or other location at which regional processors for a
System are installed or to be installed), CTS (directly or through CTS-approved
subcontractors) will perform the installation, subject to the terms and
conditions of this Agreement and the Fees set forth in SCHEDULE A.  For each
installation of Components at a Cell Site, Customer, at its option, may perform
the installation itself or request that the installation be performed by CTS
(directly or through CTS-approved subcontractors), subject to the terms and
conditions of this Agreement and the Fees set forth in SCHEDULE A.  Prior to any
installation by Customer or any mutually acceptable Third Party, the installers
for such entities must first complete CTS training for such installation as set
forth in the attached SCHEDULE F, except for installation of Components
performed by Customer with CTS approval for the [*] in the New York Metro Market
pursuant to the Interim Agreement between the parties dated March 13, 1996.  CTS
and Customer agree to use commercially reasonable efforts to effect
installations of Components in accordance with the applicable Implementation
Schedule.  

                   5.2.3     READINESS OF CUSTOMER FACILITIES.  Customer shall
maintain Customer Facilities in compliance with the Infrastructure and
Environmental Requirements at all times during the term of this Agreement. 
Prior to shipment of any Components by CTS or Third Parties to any Customer
Facility, Customer shall certify compliance with the Infrastructure and
Environmental Requirements with respect to such facility.  If, upon inspection,
CTS determines that the Infrastructure and Environmental Requirements are not
met in all material respects, [*] Customer shall cure the Infrastructure and
Environmental Requirements defects [*].  If, in the reasonable opinion of CTS,
all Infrastructure and Environmental Requirements are not met in all material
respects within [*], then CTS shall be entitled to reschedule the installation
as CTS deems reasonable and Customer shall pay CTS's costs and expenses
attributable to any such rescheduling as set forth in Section 9, below.

              5.3  RESCHEDULING BY WRITTEN NOTICE.  Either party may reschedule
any scheduled shipment of Components from CTS upon written notice to the other
party not less than ten (10) days prior to the scheduled shipment of such
Components.  In addition, either party may reschedule all or any part of an
Implementation Schedule upon written notice to the other party not less than ten
(10) days prior to any scheduled item on the Implementation Schedule affected by
such rescheduling.  No shipment or scheduled item on an Implementation Schedule
may be rescheduled to a time later than [*] from the initially scheduled time
without the express written consent of both parties, except as otherwise
provided herein.  If any rescheduling authorized by this Agreement or mutually
agreed to by the parties affects other scheduled shipments or scheduled items on
an Implementation Schedule, CTS may reschedule such other shipments or items as
is reasonable given the circumstances.  Customer shall pay 



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CTS's costs and expenses attributable to any rescheduling by or due to the 
fault of Customer, as set forth in Section 9.  CTS shall pay Customer's 
out-of-pocket costs and expenses attributable to any rescheduling by or due 
to the fault of CTS.

              5.4  DELAYS BEYOND REASONABLE CONTROL.  If any Component shipped
from CTS is lost or damaged during shipment, CTS will use reasonable efforts to
reschedule a replacement shipment to meet the applicable Implementation
Schedule.  CTS shall not be liable for delays in any Implementation Schedule or
any delivery, installation, or acceptance testing of Components due to delays
beyond its reasonable control.  In the event of any such delay, all scheduled
items on the Implementation Schedule and other deliveries, installations, and
acceptance testing of Components affected by such delay shall be extended for a
period equal to the period of the delay, except as the parties otherwise agree
in writing.  If any delivery of Components material to a System is delayed in
excess of [*] due to no fault of CTS, then Customer shall have the right to
cancel any outstanding Market Purchase Agreement affected by such delay.

         6.   [*].  CTS covenants that, during the term of this Agreement, 
CTS will [*] in all material respects, except (i) as otherwise provided under 
Subsections 5.3 or 5.4, any other provision of this Agreement, or any other 
written agreement between the parties, or (ii) to the extent that any [*] is 
due, in whole or part, to Customer's failure to meet and maintain any 
relevant Infrastructure and Environmental Requirements.  If CTS breaches the 
foregoing covenant with respect to a given [*], then as Customer's exclusive 
remedy [*]under such [*]; provided, however, that the [*] for deployments in 
any given Market [*].

         7.   ACCEPTANCE.

              7.1  ACCEPTANCE TESTING.  After installation of the initial 
configuration of a System within a given Market, CTS's representatives and 
Customer's representatives will perform acceptance testing upon the System to 
ensure that the System is properly installed and materially performing in 
accordance with its Specifications.  Such acceptance testing is set forth in: 
(i) the Standard Acceptance Test Plan set forth in the attached Schedule E-1, 
and (ii) the Acceptance Test Plan [*] set forth in the attached Schedule E-2 
for certain [*] of the[*] in the New York Metro Market.  Acceptance testing 
will commence upon certification by CTS that the System is properly installed 
and materially performing in accordance with its Specifications (the "Start 
Date"). Thereafter, the parties will conduct acceptance tests using simulated 
and/or actual data in accordance with the applicable Acceptance Test Plan set 
forth in the attached SCHEDULE E for a period not to exceed (a) [*] from the 
Start Date for testing under the Standard Acceptance Test Plan, and (b) the 
applicable time period described in the Acceptance Test Plan [*] for testing 
under such Acceptance Test Plan (each such testing period is referred to 
herein as an "Acceptance Testing Period").  Upon the conclusion of an 
Acceptance Testing Period, Customer shall complete and execute a copy of the 
applicable Acceptance Test Plan, which shall state with specificity any 
aspects of the System's performance which do not materially perform in 
accordance with [*].  The System will be deemed accepted by Customer if:  (i) 
the applicable Acceptance Test Plan completed and executed by Customer does 
not state any such non-conformities; (ii) Customer does not complete, 
execute, and deliver the applicable Acceptance Test Plan stating any such 
non-conformities to CTS within [*] after the expiration of any applicable 
Acceptance Testing Period; or (iii) in the event of a dispute as to the 
performance of the System, an executive panel of the parties or an 
arbitration panel concludes that the System is materially performing in 
accordance with the [*], as provided in Subsection 7.3.




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              7.2  CORRECTION OF NON-CONFORMITIES.  If the applicable
Acceptance Test Plan described in Subsection 7.1, above, specifies aspects of an
initial System's performance which do not materially perform in accordance with
[*] (and if the System is not otherwise deemed accepted by Customer under
Subsection 7.1 (iii), above), then, within [*] after CTS's receipt of such
executed Acceptance Test Plan, CTS will submit to Customer a written action
plan, which will outline CTS's proposed course of action for resolution of the
non-conformities and a timetable for re-testing the System under the applicable
Acceptance Test Plan in accordance with Subsection 7.1, above.  Within ten (10)
days after CTS's submission of the proposed action plan, the parties will agree
on a final action plan, and CTS will thereafter work diligently to implement
such action plan.  Customer will make available to CTS all resources and
facilities necessary to implement the action plan, and will fully cooperate with
CTS's efforts.  Upon conclusion of each re-testing period specified in the
action plan, Customer shall complete and execute a copy of the applicable
Acceptance Test Plan (or action plan) in the manner specified in Subsection 7.1,
above.  The provisions of Subsection 7.1, above, shall apply to determine
whether the System is deemed accepted by Customer after such re-testing.  If CTS
is unable to correct the non-conformities within the timetables and re-testing
periods described in the final action plan so that the initial System materially
performs in accordance with [*], then Customer may, at its election, terminate
the obligations of the parties hereunder as it applies to such System by
providing CTS with written notice of termination within thirty (30) days after
expiration of the timetables and re-testing periods described in the final
action plan.  [*], except as the parties otherwise expressly agree to in
writing.

              7.3  RESOLUTION OF DISPUTES OVER ACCEPTANCE.

                   7.3.1     The parties agree to attempt to settle any 
dispute arising out of the acceptance testing provisions described in this 
Section 7 through consultation and negotiation in good faith and in the 
spirit of mutual cooperation.  Accordingly, if, after the conclusion of the 
acceptance testing procedures described in this Section 7, the parties 
dispute whether the initial System is materially performing in accordance 
with the applicable Acceptance Test Plan and the Specifications, the parties 
agree to meet to try to resolve the dispute within fourteen (14) days after 
one party delivers a written request for a meeting to the other party.  Such 
meeting shall be attended by individuals with decision-making authority to 
attempt, in good faith, to negotiate a resolution of the dispute prior to 
pursuing other available remedies.  If, within fourteen (14) days after such 
meeting, the parties have not succeeded in negotiating a resolution of the 
dispute, then either party may commence arbitration under Subsection 7.3.2, 
below, by delivering a written demand for arbitration to the other party.  

                   7.3.2     If either party commences arbitration in the
manner described above, the dispute will be subject to expedited, binding
arbitration before one (1) independent arbitrator familiar with the wireless
telecommunications industry.  Such arbitration shall be held in [*] pursuant to
the Center for Public Resources ("CPR") Rules in effect at the time of the
dispute.  The arbitrator shall be selected by the joint agreement of the
parties, but if they do not so agree within fourteen (14) days after the date of
the notice referred to above, the selection shall be made by CPR pursuant to the
CPR Rules.  Any award rendered by the arbitrator shall be conclusive and binding
upon the parties hereto; provided, however, that any such award shall be
accompanied by a written opinion of the arbitrator giving the reasons for the
award.  The arbitrator shall have the authority to require the submission (at
hearing or otherwise) of such documents, information, testimony, and other items
as the arbitrator may deem necessary to make a fair and reasonable decision. 
The arbitrator shall be limited to addressing the issues in dispute arising out
o[f acceptance testing provisions described in this Section 7 and interpreting
the applicable provisions of this Agreement and the applicable Market Purchase
Agreement in connection with such issues.  The parties agree that the System
shall be deemed accepted for purposes of 




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this Agreement and the applicable Market Purchase Agreement if the arbitrator 
concludes that the System is materially performing in accordance with the 
applicable Acceptance Test Plan and the Specifications. This provision for 
arbitration shall be specifically enforceable by the parties and the decision 
of the arbitrator in accordance herewith shall be final and binding and there 
shall be no right of appeal therefrom.  Each party shall pay its own expenses 
of arbitration and the expense of the arbitrator shall be shared equally; 
provided, however, that if in the opinion of the arbitrator any party's delay 
in the arbitration process was unreasonable, the arbitrator may assess, as 
part of the award, all or any part of the arbitration expenses of the other 
party (including reasonable attorney's fees) and of the arbitrator against 
the party causing such unreasonable delay. The findings of the arbitrator 
shall not change the express terms of this Agreement unless such terms are 
found to be illegal.  In no event whatsoever shall such an arbitration award 
include an award of punitive damages and the parties hereby waive the right 
to recover punitive damages.  All applicable statutes of limitation and 
defenses based upon the passage of time shall be tolled while the procedures 
specified in this Section 7.3.2 are pending.  The parties will take such 
actions, if any, required to effectuate such tolling. The arbitration shall 
be governed by the United States Arbitration Act, 9 U.S.C. Sections 1-16, as 
amended.  In the event of any conflict between the United States Arbitration 
Act and the CPR, the CPR shall govern.  ALL DISCUSSIONS AND DOCUMENTS 
PREPARED PURSUANT TO ANY ATTEMPT TO RESOLVE A DISPUTE UNDER THIS PROVISION 
ARE CONFIDENTIAL AND FOR SETTLEMENT PURPOSES ONLY AND SHALL NOT BE ADMITTED 
IN ANY COURT OR OTHER FORUM AS AN ADMISSION OR OTHERWISE AGAINST A PARTY FOR 
ANY PURPOSE INCLUDING THE APPLICABILITY OF FEDERAL AND STATE COURT RULES.

              7.4  APPLICATION TO SUBSEQUENT INSTALLATIONS.  The provisions of
this Section 7 shall also apply to the acceptance of Components installed on a
System after the initial installation of such System, except that:  (i)  CTS and
Customer shall first test the newly-installed Components and subsequently test
the System after integration of the newly-installed Components; (ii) Customer
may reject such newly-installed Components in the manner described in Subsection
7.1; (iii) CTS shall correct any non-conformities in the manner described in
Subsection 7.2; and (iv) if CTS does not correct such non-conformities within
the designated timetables and re-test periods, then Customer may terminate the
obligations of the parties only with respect to such newly-installed Components.

         8.   TRAINING, SUPPORT, AND OTHER SERVICES.

              8.1  TRAINING SERVICES.  For the initial deployment of a System
within a Market, CTS will provide training classes for Customer as set forth in
the attached SCHEDULE F and in accordance with the initial Implementation
Schedule for such System.  Upon request, CTS will provide additional training
upon such terms and conditions and for such Fees as the parties may mutually
agree to in writing.

              8.2  SUPPORT SERVICES.  Subject to the terms of this Agreement,
CTS will offer software and hardware maintenance services, System monitoring
services, and software subscription services for each System, pursuant to the
Fees and other terms set forth in the Support Services Agreement.  Customer may
select support for each System as set forth in the Support Services Agreement. 
Such selection will be made as part of the applicable Market Purchase Agreement
for such System.

              8.3  SOURCE CODE.  CTS will deposit into escrow and maintain
throughout the term of the License one (1) copy of the source code (including
the current versions of Maintenance Releases and New Releases furnished to
Customer on an ongoing basis) and related Documentation for 




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the CTS-owned Licensed Programs (I.E., only Licensed Programs to which CTS 
has source code rights) in Seattle, Washington, pursuant to CTS's standard 
form Source Code Escrow Agreement among CTS, Customer, and an escrow holder 
approved by CTS and Customer.

              8.4  SERVICES FOR PREVENTION OF ROAMING CLONING FRAUD.  Subject
to the terms of this Agreement, CTS will offer services to Customer for the
real-time prevention of cellular roaming cloning fraud, pursuant to the terms
and conditions and for the fees set forth in the Roaming Service Agreement.

         9.   COMPENSATION.

              9.   FEES.  In consideration for the rights, warranties, and
covenants provided by CTS hereunder, Customer hereby agrees to pay the Fees
specified in the attached SCHEDULE A when due as set forth in such Schedule.

              9.2  STANDARD TERMS.

                   9.2.1     In addition to the Fees and other charges required
to be paid by Customer to CTS hereunder, Customer shall pay (or, at CTS's
election, reimburse CTS) for all network interconnection costs, switch
interconnection and interface charges, System telecommunications costs, and all
federal, state, and local taxes and withholding requirements in connection with
the transactions contemplated by this Agreement and each Market Purchase
Agreement.  Such taxes specifically include, without limitation, excise, sales,
and use taxes, withholding taxes and related requirements, value-added taxes,
all similar taxes and charges now in effect or enacted in the future, and all
interest and penalties which may result from the failure to pay any of such
taxes or charges.  Customer shall account to CTS for such taxes and charges by
providing copies of such receipts and other relevant documentation of correct
payment or exemption therefrom as CTS may reasonably request.  CTS shall pass on
to Customer any tax refund received by CTS which corresponds to any prior
payment by Customer of taxes hereunder.

                   9.2.2     If any delay in meeting the Infrastructure and
Environmental Requirements causes the CTS installers or other personnel to
remain longer than the scheduled installation days, or to make additional trips
to Customer Facilities, then, in addition to the Fees specified in SCHEDULE A,
Customer shall pay all reasonable and actual travel and lodging expenses plus
CTS's then-current day charge for each day that each installer or other
personnel is required to be at the installation site beyond the scheduled number
of days.  CTS's current day charge is [*], which charge will not increase during
the first year of this Agreement.

                   9.2.3     Except for rescheduling authorized by Subsection
5.3, above, if any shipment or installation is rescheduled or delayed by
Customer or due to the fault of Customer, then Customer shall pay CTS's costs
and expenses attributable to such rescheduling or delay, including without
limitation increased costs of Third-Party Hardware components, all costs and
charges associated with CTS's prepayment of Third-Party Hardware components, and
storage charges.

                   9.2.4     Except as otherwise expressly set forth in this
Agreement or any Schedule hereto:  (i) CTS will invoice Customer for amounts to
be paid hereunder, and Customer will pay such invoice within thirty (30) days
after receipt of the applicable invoice; (ii) Customer shall not be entitled to
the return or reimbursement of any compensation paid to CTS pursuant to this
Agreement; and 




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(iii) all Fees and other charges hereunder shall be paid to CTS in 
immediately available funds in United States Dollars.

                   9.2.5     If Customer fails to pay any sum when due and
payable, Customer shall pay interest at a rate of one and one-half percent
(1.5%) per month, [*] from the date of receipt of the applicable CTS invoice and
continuing thereafter until paid, or the maximum rate permitted by applicable
law if lower.

         10.  PROPRIETARY RIGHTS.

              10.1 INTELLECTUAL PROPERTY RIGHTS.  

                   10.1.1    The License shall not transfer any title to or 
ownership in the Licensed Programs or Documentation, or any associated 
Intellectual Property Rights, from CTS to Customer.  Accordingly, subject 
only to the License, all right, title, and interest in and to the Licensed 
Programs and Documentation, and all associated Intellectual Property Rights, 
are and shall at all times remain the exclusive property of CTS or its 
licensor(s).  CTS may use, sell, assign, transfer and license rights relating 
to the Licensed Programs and/or Documentation to any Third Party for any 
purpose free from any claim of Customer.

                   10.1.2    CTS and Customer each own certain trade names,
logos, trademarks, and service marks used in identifying and marketing their
respective technology, products, and services (collectively, "Trademarks"). 
Each party recognizes and consents for all purposes that all Trademarks of the
other party, whether or not registered, constitute the exclusive property of the
other party and will not be used except as approved by such other party in
advance and in writing, nor shall either party use any confusingly similar
Trademarks of the other party.  Nothing contained in this Agreement shall be
construed as conferring any additional rights upon either party to use in
advertising, publicity, or other promotional activities any Trademark of the
other party.

              10.2 CONFIDENTIAL INFORMATION.  The parties acknowledge that 
each party may disclose additional Confidential Information to the other 
party or its representatives in furtherance of the transactions contemplated 
by this Agreement.  Therefore, notwithstanding anything to the contrary, the 
Nondisclosure Agreement is hereby amended such that all Confidential 
Information of a party disclosed to the other party or any of its 
representatives at any time during the term of this Agreement shall be 
considered Confidential Information of the disclosing party and shall be 
subject to the operative provisions of the Nondisclosure Agreement.  Customer 
hereby agrees to ensure that each of its representatives who receives 
Confidential Information of CTS complies with the terms of the Nondisclosure 
Agreement, as amended hereby, to the same extent as if such representative 
had executed the Nondisclosure Agreement, as amended.  CTS hereby agrees to 
ensure that each of its representatives who receives Confidential Information 
of Customer complies with the terms of the Nondisclosure Agreement, as 
amended hereby, to the same extent as if such representative had executed the 
Nondisclosure Agreement, as amended. All Confidential Information of CTS is 
and shall at all times remain the exclusive property of CTS, and all 
Confidential Information of Customer shall at all times remain the exclusive 
property of Customer.  For purposes of this Subsection, "representatives" 
means the officers, directors, employees, agents, and affiliates of a party.

         11.  WARRANTIES.




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              11.1 INTELLECTUAL PROPERTY RIGHTS. CTS hereby represents and
warrants to Customer that, subject to the provisions of Subsection 12.1.5,
below:  (i) [*] furnished by CTS hereunder, if used by Customer in accordance
with the terms of this Agreement, is free of any rightful claim by a Third Party
that [*] infringes a United States Intellectual Property Right of such Third
Party; and (ii) CTS has the right, power, and authority to grant the License and
to perform its obligations under this Agreement.  Customer's exclusive remedy
for breach of the warranty set forth in this Subsection 11.1 is set forth in
Subsection 12.1, below.

              11.2 SOFTWARE PERFORMANCE.  For each System within a given 
Market, CTS hereby represents and warrants to Customer that the Licensed 
Programs (excluding the Third-Party Software) eligible for software 
maintenance services under the Support Services Agreement, when used in 
conjunction with the Hardware necessary for operation of such System and with 
Customer's properly-operating cellular network, and when all relevant 
Infrastructure and Environmental Requirements are satisfied, will materially 
perform in accordance with their Specifications [*] such Licensed Programs by 
Customer.  Customer's exclusive remedy for breach of the warranty set forth 
in this Subsection shall be correction by CTS, at no additional charge to 
Customer, of any errors or malfunctions in any such Licensed Programs found 
not to be in compliance with this warranty during the applicable warranty 
period; PROVIDED, HOWEVER, that CTS shall have no obligation to make such 
corrections if Customer is in breach or default under this Agreement.  If a 
correction of an error or malfunction is commercially impractical, CTS may 
provide Customer with a commercially reasonable circumvention of such error 
or malfunction to achieve material compliance with this warranty during the 
warranty period.  If, after investigation, CTS demonstrates that a reported 
error was not caused by an error in the System as supplied by CTS, Customer 
shall pay CTS for its costs of investigating the reported error at the then 
current rates of CTS.

              11.3 HARDWARE PERFORMANCE.  For each System within a given 
Market, CTS hereby represents and warrants to Customer that:  (i) the 
CTS-proprietary Hardware purchased from CTS for installation in Cell Sites, 
when all relevant Infrastructure and Environmental Requirements are 
satisfied, will materially perform in accordance with their Specifications [*]
 the Hardware by Customer; and (ii) for all other Hardware components 
purchased from CTS, CTS will pass through to Customer the warranties that CTS 
receives from its vendor for such Hardware components, to the extent that 
such vendor will honor such warranties for Hardware supplied by CTS to 
Customer.  Customer's exclusive remedy for breach of the warranty set forth 
in this Subsection shall be either repair or replacement by CTS, at its 
expense and in its discretion, of any of such Hardware found not to be in 
compliance with this warranty during the applicable warranty period, 
PROVIDED, HOWEVER, that CTS shall have no obligation to repair or replace 
such Hardware if Customer is in breach or default under this Agreement.  If, 
after investigation, CTS demonstrates that a reported error was not caused by 
an error in the System as supplied by CTS, Customer shall pay CTS for its 
costs of investigating the reported error at the then current rates of CTS.

              11.4 [*]  For each System within a given Market, CTS hereby 
represents and warrants to Customer that the System, when used in conjunction 
with Customer's properly-operating cellular network, when all relevant 
Infrastructure and Environmental Requirements are satisfied, and when all 
other terms and conditions set forth [*] are satisfied (and subject to all 
assumptions contained therein), will [*] in accordance with the [*], for so 
long as Customer continuously purchases software maintenance services and 
hardware maintenance services for such System from CTS under the Support 
Services Agreement and complies with the terms of this Agreement and the 
Support Services Agreement. Except for applicable remedies set forth in the 
Support Services Agreement, Customer's exclusive remedy for breach of the 
warranty set forth in this Subsection shall be:  (i) correction by CTS, [*], 
of any 




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non-conformities [*]with this warranty, in accordance with the final action 
plan and within the timetables described below; and (ii) if CTS is unable to 
correct such non-conformities in accordance with the final action plan and 
within the timetables described below, Customer shall be entitled to pursue 
any other available remedies for such breach of warranty.  [*] after Customer 
notifies CTS of a non-conformity, CTS will submit to Customer a written 
action plan, which will outline CTS's proposed course of action for 
resolution of non-conformities and a committed timetable and resource 
allocation for work to correct the non-conformities.  [*] after CTS's 
submission of the proposed action plan, the parties will agree on a final 
action plan, and CTS will thereafter [*].  The timetable set forth in the 
final action plan [*], except as the parties otherwise expressly agree to in 
writing.

              11.5 NO WARRANTIES OTHER THAN EXPRESS WRITTEN.  EXCEPT AS 
EXPRESSLY SET FORTH IN THIS SECTION 11, CTS MAKES NO REPRESENTATIONS, 
WARRANTIES, OR GUARANTIES OF ANY KIND (INCLUDING WITHOUT LIMITATION 
PERFORMANCE WARRANTIES), EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH 
RESPECT TO THE SYSTEM, HARDWARE, LICENSED PROGRAMS, DOCUMENTATION, OR ANY 
OTHER ITEMS OR SERVICES COVERED BY OR FURNISHED UNDER THIS AGREEMENT, 
INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY (I) OF MERCHANTABILITY, 
(II) OF FITNESS FOR A PARTICULAR PURPOSE, OR (III) ARISING FROM COURSE OF 
PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.

         12.  INDEMNIFICATION.

              12.1 IP CLAIMS.

                   12.1.1    For purposes of this Section 12, the term "IP 
Claim" means any claim brought by a Third Party against Customer which 
alleges that use of [*] infringes a United States Intellectual Property Right 
of such Third Party, and which:  (i) specifically identifies the general 
functionality or methods used [*], as a whole, as forming the basis of such 
infringement; [*](ii) specifically identifies the Licensed Programs 
(excluding the Third-Party Software), or the CTS-proprietary Hardware 
purchased from CTS for installation in Cell Sites, as forming the basis of 
such infringement.

                   12.1.2    Subject to the terms of this Agreement, CTS 
shall indemnify and hold harmless Customer and its officers, directors, 
employees, successors and assigns from and against any losses, damages, or 
liability awarded by final judgment against such indemnified persons as a 
result of an IP Claim, or, if any compromise or settlement is made with 
respect to such IP Claim, CTS shall pay all amounts agreed to by CTS in 
settlement of such IP Claim.  CTS shall, at its expense, defend and, at its 
sole discretion, settle any such IP Claim. CTS shall have full and complete 
authority to defend and settle such IP Claim.

                   12.1.3    Customer shall provide CTS with prompt written 
notice of any IP Claim, together with copies of all related court documents 
involving such IP Claim.  Customer's failure to provide timely notice to CTS 
of any such IP Claim shall not relieve CTS from any liability under this 
Section 12.1 with respect to such claim, to the extent that CTS is not 
prejudiced by such failure.  CTS shall keep Customer advised of the status of 
any such IP Claim and of its defense and/or negotiation efforts.  Customer 
shall provide CTS with such information and assistance for the defense of 
such IP Claim as is reasonably requested by CTS.




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                   12.1.4    If, in any proceeding involving an IP Claim, a 
System is held to constitute an infringement of a Third Party's United States 
Intellectual Property Right and use of such System is enjoined, or if in 
CTS's opinion any such infringement is likely to occur, CTS, at its option 
and expense, will either:  (i) obtain the right for Customer to continue use 
of the System by license, release from claim of infringement, or by other 
appropriate means; (ii) modify the System to make it non-infringing but 
continue to perform in accordance with the Specifications [*] in all material 
respects, and extend this indemnity thereto; (iii) replace the System with a 
non-infringing system of like functionality which performs in accordance with 
the Specifications [*] in all material respects, and extend this indemnity 
thereto; or (iv) if election of either clause (i), (ii) or (iii) are 
impractical in CTS's reasonable judgment after using reasonable efforts for a 
reasonable period of time under the circumstances, CTS may terminate this 
Agreement and the License granted herein with respect to such System by 
providing Customer with written notice of such termination.  If, pursuant to 
clause (iv) above, CTS terminates this Agreement and the License with respect 
to a System, then (a) Customer shall, at CTS's request, either promptly 
return the System to CTS or destroy the same; (b) Customer shall be entitled 
to a refund equal to the License Fees and Hardware Fees described in SCHEDULE 
A which specifically pertain to such System and which Customer actually paid 
to CTS, which refund CTS may reduce by a reasonable sum for use, 
depreciation, and amortization; and (c) each party shall release the other 
party from all future payments and obligations under this Agreement and the 
Support Services Agreement with respect to such System, except for the 
obligations described in Subsection 14.4, below.

                   12.1.5    Notwithstanding anything to the contrary, CTS 
shall have no liability under this Agreement for any IP Claim which:  (i) 
pertains to a System which has been altered or modified without CTS's prior 
written approval, unless the use of an unaltered or unmodified version of the 
System is shown to constitute an infringement; or (ii) pertains to any 
Third-Party Software or Hardware (other than CTS-proprietary Hardware 
purchased from CTS for installation in Cell Sites) that is the sole basis of 
such infringement.

                   12.1.6    The remedies set forth in this Section 12.1 are 
Customer's exclusive remedies in connection with any IP Claim.

              12.2 OTHER INDEMNIFICATION.

                   12.2.1    Each party (the "Indemnifying Party") shall 
defend, indemnify, and hold harmless the other party and its officers, 
directors, employees, agents, successors and assigns (collectively, the 
"Indemnified Parties") from and against any losses, damages, or liability 
awarded by final judgment against such Indemnified Parties arising from any 
claim alleging injury to any person, including death, or damage to property, 
including theft, to the extent directly resulting from the acts or omissions 
of the Indemnifying Party or its officers, directors, employees, agents, 
successors or assigns, whether negligent or otherwise, or, if any compromise 
or settlement is made with respect to such claim, the Indemnifying Party 
shall pay all amounts agreed to by the Indemnifying Party in settlement of 
such claim.  The Indemnifying Party shall, at its sole expense, defend and, 
at its sole discretion, settle any such claim.  The Indemnifying Party shall 
have full and complete authority to defend and settle such claim.

                   12.2.2    The Indemnified Parties shall provide the 
Indemnifying Party with prompt written notice of any of the claims described 
in Subsection 12.2.1, above, brought against an Indemnified Party, together 
with copies of all related court documents involving such claim.  An 
Indemnified Party's failure to provide timely notice to the Indemnifying 
Party of any such claim shall not relieve the Indemnifying Party from any 
liability under this Section 12.2 with respect to such claim, 



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to the extent that the Indemnifying Party is not prejudiced by such failure.  
The Indemnifying Party shall keep the Indemnified Party advised of the status 
or any such claim and of its defense and/or negotiation efforts.  The 
Indemnified Party shall provide the Indemnifying Party with such information 
and assistance for the defense of such claim as is reasonably requested by 
the Indemnifying Party.

         13.  PROSECUTION OF INFRINGEMENT CLAIMS.  Notwithstanding anything to
the contrary, Customer shall promptly notify CTS in writing of any facts of
which Customer is aware which might constitute an infringement by any Third
Party of any of CTS's Intellectual Property Rights.  CTS shall have the
exclusive right to take all actions, control all litigation or other
proceedings, and negotiate and enter into all settlements with respect to any
such infringement, as CTS deems necessary or appropriate to protect CTS's
Intellectual Property Rights, except as CTS and Customer may otherwise agree to
in writing.  Customer agrees to provide to CTS, at CTS's expense, full and
complete information and assistance in connection with the prosecution of such
infringement as reasonably requested by CTS.  Any recovery of damages or
attorneys' fees in connection with any such action, or in settlement of any such
action, will belong entirely to CTS.  CTS will have no obligation to institute
suit against any particular person or entity for infringement of any
Intellectual Property Rights of CTS.

         14.  TERM AND TERMINATION.

              14.  TERM.  The term of this Agreement commences on the date of
this Agreement and will continue thereafter for an [*].  This Agreement may be
extended for a mutually agreeable renewal term, provided that Customer and CTS
expressly agree to such extension in writing.  All terms and conditions hereof
shall remain in effect during any renewal term except as the parties otherwise
expressly agree to in writing.  Notwithstanding the above, this Agreement shall
terminate upon the occurrence of any of the events described in the termination
provisions set forth below.

              14.2 TERMINATION.

                   14.2.1    MATERIAL BREACH AFTER NOTICE.  Except as 
otherwise set forth in this Agreement, upon material breach or default under 
this Agreement by any party (the "breaching party"), if the other party 
("non-breaching party") gives notice of such breach or default and the same 
is not cured within thirty (30) days after delivery of such notice, then, 
without limitation of any other remedy available hereunder, the non-breaching 
party may terminate this Agreement by delivery of a notice of termination at 
any time thereafter before such breach or default has been cured; PROVIDED, 
that for any such breach or default (other than a payment default or a 
default under Subsections 2.2 or 10.2) that is not reasonably susceptible of 
cure within thirty (30) days, the breaching party shall have such additional 
time, up to ninety (90) additional days, as is reasonably necessary to cure 
the default, so long as such party continuously and diligently pursues such 
cure.  The parties agree that the failure to make payments of Fees or other 
charges when due hereunder shall constitute a "material breach" of this 
Agreement.

                   14.2.2    IMMEDIATE TERMINATION.  Notwithstanding anything 
to the contrary, this Agreement and the License may be immediately terminated 
upon written notice at the option of CTS in the event that:  (i) Customer 
violates any of the provisions of Subsection 2.2 in any way without the prior 
written consent of CTS and Customer fails to cure such violation within (3) 
days after CTS's delivery of notice of breach to Customer; or (ii) Customer 
materially violates the Nondisclosure Agreement or any of the provisions of 
Subsection 10.2, and Customer fails to cure such violation in accordance with 
any applicable cure periods set forth in the Nondisclosure Agreement.



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                   14.2.3    MUTUAL CONSENT.  CTS and Customer may terminate
this Agreement and the License by mutual written consent.

              14.3 EFFECT OF EXPIRATION OR TERMINATION.

                   14.3.1    Following the expiration or termination of this 
Agreement, Customer shall [*] with respect to the configuration of Systems 
installed as of the expiration or termination of this Agreement, [*] any of 
the following:  (i) if this Agreement is terminated pursuant to Subsections 
14.2.1 or 14.2.2 due to a breach or default by Customer, then [*] upon 
termination of this Agreement; (ii) if this Agreement expires, is terminated 
due to the events described in Subsection 14.2.3, or is terminated pursuant 
to Subsection 14.2.1 due to a breach or default by CTS, then [*] breach or 
default by Customer under any of the survival terms described in Subsection 
14.4, and the expiration of any applicable cure period with respect to such 
breach or default.

                   14.3.2    Upon the expiration or termination of this 
Agreement, Customer shall immediately cease use of the Confidential 
Information of CTS [*] and shall, at CTS's election, either:  (i) return to 
CTS the original and all copies of the same, in whole or in part, in any 
form, including partial copies and modifications, and any related materials 
received from CTS, or (ii) furnish to CTS a certified executed document 
stating that the same has been destroyed.  Upon the termination of the 
License, Customer shall immediately return or destroy all copies of Licensed 
Programs and Documentation retained for use pursuant to Subsection 14.3.1, 
above, in accordance with the procedures set forth in this Subsection.

                   14.3.3    Upon the expiration or termination of this 
Agreement, CTS shall immediately cease use of the Confidential Information of 
Customer (except as the parties otherwise agree to in writing) and shall, at 
Customer's election, either:  (i) return to Customer the original and all 
copies of the same, in whole or in part, in any form, including partial 
copies and modifications, and any related materials received from Customer, 
or (ii) furnish to Customer a certified executed document stating that the 
same has been destroyed.

                   14.3.4    Customer shall pay all accrued and unpaid Fees 
and other charges hereunder [*] after the termination of this Agreement.

              14.4 SURVIVAL TERMS.  Upon termination of this Agreement, all 
obligations of the parties hereunder shall cease, except those obligations 
described in Sections 2.2, 10, 12, 13, 14, 15, and 17, which provisions shall 
survive the termination of this Agreement.  Termination of this Agreement 
shall not be construed to waive or release any claim which a party is 
entitled to assert at the time of such termination, and the applicable 
provisions of this Agreement shall continue to apply to such claim until it 
is resolved.

         15.  LIMITATION OF LIABILITY.  NOTWITHSTANDING ANYTHING TO THE 
CONTRARY, CTS SHALL HAVE NO LIABILITY FOR ANY LOSS TO CUSTOMER OR ANY 
AFFILIATE OF CUSTOMER, EXCEPT FOR:  (I) PHYSICAL LOSS OR DAMAGE TO AN 
INDIVIDUAL OR TO REAL PROPERTY OR TANGIBLE PERSONAL PROPERTY ARISING FROM THE 
NEGLIGENT OR WILLFUL MISCONDUCT OF CTS; OR (II) LIABILITY OF CTS EXPRESSLY 
PROVIDED FOR IN SECTION 12.1 HEREOF; OR (III) LIABILITY OF CTS FOR CLAIMS 
ARISING AS A RESULT OF OR RELATED TO PERFORMANCE OF A SYSTEM, WHICH LIABILITY 
SHALL BE LIMITED TO GENERAL MONEY DAMAGES AND SHALL IN NO EVENT EXCEED AN 
AMOUNT EQUAL TO [*], WHERE SUCH AMOUNT EQUALS [*] OF THIS 




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AGREEMENT AND [*] THEREAFTER.  HOWEVER, EXCEPT FOR ANY MATERIAL BREACH OF 
SUBSECTIONS 2.2.2 (iv) AND 2.2.2 (v) OF THIS AGREEMENT, NEITHER PARTY SHALL 
BE LIABLE UNDER THIS AGREEMENT FOR ANY DAMAGES RESULTING FROM LOSS OF USE, 
DATA, PROFIT, BUSINESS, REVENUE, OR GOODWILL, OR FOR ANY SPECIAL, INDIRECT, 
INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER ARISING IN CONTRACT, 
TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE OR STRICT LIABILITY) OR 
OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH 
LOSS OR DAMAGE.

         16.  NON-DISCRIMINATION.  CTS hereby covenants to Customer that it
will comply with the laws and regulations set forth in the attached SCHEDULE I,
but only to the extent that CTS is required to comply with such laws and
regulations in accordance with their terms.  Any provisions of the attached
SCHEDULE I which are inconsistent with the foregoing sentence shall not apply to
CTS or this Agreement.

         17.  MISCELLANEOUS.

              17.1 NOTICES.  All notices hereunder by either party shall be
given by personal delivery (including by a reputable courier service) or by
sending such notice by United States certified mail return receipt requested,
postage prepaid, and addressed as set forth on the signature page of this
Agreement.  Such notices shall be deemed to have been given and delivered upon
receipt and the date of receipt identified by the United States Postal Service
on any return receipt card shall be conclusive evidence of receipt.  Notices may
also be transmitted by facsimile or telecopy machine, and such notices shall be
deemed received when transmitted if:  (i) a document is electronically generated
by the transmitting machine confirming that the transmission was received; and
(ii) the party transmitting the notice deposits such notice the same day with a
reputable courier service providing delivery not later than the following
business day.  Any party, by written notice to the other as above described, may
alter the address for receipt by it of written notices hereunder.

              17.2 INDEPENDENT CONTRACTORS.   It is expressly agreed that CTS
and Customer are acting hereunder as independent contractors and under no
circumstances shall any of the employees of one party be deemed the employees of
the other party for any purpose.  Nothing in this Agreement shall be deemed to
constitute, create, or in any way be interpreted as a partnership, joint
venture, franchise, or other formal business organization involving CTS and
Customer, nor shall anything in this Agreement be deemed to constitute one party
the employee or agent of the other party.  Neither CTS nor Customer shall have
any authority under this Agreement to bind, obligate, or otherwise commit the
other party to any agreement or transaction for any purpose whatsoever.

              17.3 EXCUSED PERFORMANCE.  Except for the failure to pay Fees or
other charges when due hereunder, neither party shall be liable for, or be
considered to be in breach or default under this Agreement as a result of, any
delay or failure to perform as required hereunder which is due to any cause or
condition beyond such party's reasonable control.

              17.4 PUBLICITY.  Neither party shall disclose to any Third Party
the terms of this Agreement or the existence of this Agreement, or otherwise
publish any materials containing the other party's name or containing language
from which the connection of the other party's name could be reasonably inferred
or implied, without the express written consent of the other party; PROVIDED,
HOWEVER, that either party may make public announcements concerning the terms of
this Agreement or the existence of this Agreement, or otherwise publish any
materials containing the other party's name or 


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containing language from which the connection of the other party's name could 
be reasonably inferred or implied, without such express written consent of 
the other party if the announcement or publication is necessary for such 
party to comply with the requirements of the United States Securities and 
Exchange Commission or applicable federal securities law or regulation.  Each 
party agrees that it will not unreasonably withhold its consent under this 
Subsection if the announcement, publication, or disclosure is necessary for 
the other party to comply with the requirements of any other governmental 
agency, court of competent jurisdiction, or applicable law or regulation.

              17.5 ASSIGNMENT.  Neither party shall assign any of its rights or
obligations hereunder (in whole or in part) without the express written consent
of the other party, which consent shall not be unreasonably withheld. 
Notwithstanding the foregoing, each party may, upon notice to the other party,
assign this Agreement and all of its rights and obligations hereunder (in whole
but not in part) to any of its affiliates capable of performing its obligations
hereunder or to any entity which acquires all or substantially all of such
party's assets or stock pursuant to any merger, stock or asset transfer,
consolidation, or other business combination.  Any attempt by any party to
assign or transfer any of its rights or obligations under this Agreement in
violation of this Subsection shall be considered void and shall be deemed a
material breach of this Agreement.  Subject to the foregoing, this Agreement
will be fully binding upon, inure to the benefit of and be enforceable by the
parties hereto and their respective successors and assigns.

              17.6 SUBCONTRACTORS.  Notwithstanding anything to the contrary,
CTS may in its discretion subcontract the performance of any of its obligations
hereunder or under any Market Purchase Agreement to any Third Party; PROVIDED,
that CTS's subcontractors shall perform to the same standards imposed upon CTS
hereunder and CTS shall be liable for the conduct of its subcontractors to the
same extent as CTS's own liability under this Agreement.  Upon request, CTS will
provide Customer with a list of such subcontractors.

              17.7 SEVERABILITY.  In the event any provision hereof shall be
deemed invalid or unenforceable by any court or governmental agency of competent
jurisdiction, such provision shall be deemed severed from this Agreement and all
remaining provisions shall be afforded full force and effect as if such severed
provision had never been a provision hereof.

              17.8 NO WAIVER.  No consent or waiver, express or implied, by any
party to or of any breach or default by the other in the performance by the
other of its obligations hereunder shall be deemed or construed to be a consent
or waiver to or of any other breach or default in the performance by such other
party of the same or any other obligations of such party hereunder.

              17.9 GOVERNING LAW.  This Agreement shall be governed by, subject
to, and interpreted in accordance with the laws of the state of New York,
without regard to conflict of laws principles.

              17.10 INJUNCTIVE RELIEF.  The parties recognize and agree
that money damages are an inadequate remedy for breach of Sections 2.2 and/or
10, above, and further recognize that such breach would result in irreparable
harm to the party against whom such breach is committed.  Therefore, in the
event of a breach or threatened breach of any such provision, the party in
breach may be enjoined from engaging in any activity proscribed by such
provision by a court of competent jurisdiction.  Injunctive relief pursuant to
this Subsection shall be in addition to all remedies available at law or in
equity to a party arising from a breach of the provisions described above by the
other party.


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              17.11  ENTIRE AGREEMENT; AMENDMENT.  This Agreement, the
Support Services Agreement, the Nondisclosure Agreement, the Source Code Escrow
Agreement, the Roaming Service Agreement, each Market Purchase Agreement issued
hereunder, and all Schedules to the foregoing agreements, contain the entire
agreement and understanding between the parties with respect to the subject
matter hereof and supersede all prior agreements, negotiations, representations,
and proposals, written and oral, relating to the subject matter.  All Schedules
and all other documents, when initialed by the parties and attached hereto, are
integral to and incorporated herein by this reference.  This Agreement and the
Schedules attached hereto shall not be deemed or construed to be modified,
amended, or waived, in whole or in part, except by written agreement duly
executed by the parties to this Agreement.

              17.12  COUNTERPARTS.  This Agreement may be signed in one or
more counterparts, each of which shall be considered an original and which
shall, taken together, constitute this Agreement.

         EXECUTED as of the date set forth above by authorized representatives
of Customer and CTS.

CUSTOMER:                                 CTS:

CELLCO PARTNERSHIP                        CELLULAR TECHNICAL SERVICES  
By Bell Atlantic NYNEX Mobile, Inc.       COMPANY, INC.                
Its Managing General Partner

By  /s/ Richard J. Lynch                   By  /s/ Robert P. Dahut
   ---------------------                     ---------------------
        Richard J. Lynch                           Robert P. Dahut
   ---------------------                     ---------------------
   Print Name                                Print Name

Exec. V.P. & Chief Tech. Officer            President & Chief Operating Officer
- --------------------------------            -----------------------------------
Title                                       Title

Customer's Address for Notices:             CTS's Address for Notices:
- -------------------------------             --------------------------

180 Washington Valley Road                  2401 Fourth Avenue, Suite 808
Bedminster, New Jersey  07921               Seattle, Washington  98121
Attention: E.V.P. - Chief Technical Officer Attention: Legal Department
Telefax: (908) 306-6836                     Telefax: (206) 443-1550

With a copy to:

180 Washington Valley Road
Bedminster, New Jersey  07921
Attention: Legal Department
Telefax: (908) 306-6836


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                                 INDEX OF SCHEDULES
                                          TO
                        MASTER PURCHASE AND LICENSE AGREEMENT

    SCHEDULE       DESCRIPTION
    ----------     -----------
    Schedule A     Fees and Payment Terms
    Schedule B     CTS-Certified Hardware
    Schedule C     Markets
    Schedule D     Infrastructure and Environmental Requirements
    Schedule E     Acceptance Test Plan
    Schedule F     Initial Training
    Schedule G     Technical Managers
    Schedule H     Specifications
    Schedule I     Nondisclosure Agreement
    Schedule J     Nondiscrimination Compliance Agreement




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                                  SCHEDULE A
                                      TO
                     MASTER PURCHASE AND LICENSE AGREEMENT

                             FEES AND PAYMENT TERMS

         Customer shall pay the following Fees and charges in connection with
the Master Purchase and License Agreement between CTS and Customer (the
"Agreement"), together with any other Fees and charges specified in the
Agreement.  All undefined capitalized terms used in this Schedule shall have the
meanings ascribed to such terms as set forth in the Agreement.

         1.   LICENSE FEES.

              1.1  INITIAL LICENSED PROGRAMS.  In consideration for the
License, Customer shall pay the following Fees to CTS for the following Licensed
Programs in accordance with the terms of the Agreement and this Schedule:


    Licensed Programs(1)     License Fees Per Cell Site
    --------------------     --------------------------
     [*]

                        Total:    [*]

               1.2  ADDITIONAL LICENSED PROGRAMS.  For all additional software,
data tables, and programs which CTS and Customer agree in writing to add to a
System as Licensed Programs (other than the Licensed Programs described in
Subsection 1.1, above, and Section 3, below), Customer shall pay such Fees to
CTS as CTS and Customer mutually agree to in writing.

               1.3  NEW RELEASES AND MAINTENANCE RELEASES.  For all New Releases
and Maintenance Releases of the Licensed Programs described in Sections 1.1, 1.2
and 3 of this Schedule, Customer shall pay such Fees to CTS as specified in
Subsection 2.3 of the Agreement.

          2.   HARDWARE FEES.

               2.1  CELL SITE SYSTEM HARDWARE PURCHASED FROM CTS.  In
consideration for the Hardware components purchased from CTS for installation in
Cell Sites, Customer shall pay CTS the following Fees in accordance with the
terms of the Agreement and this Schedule:


- ----------
(1) Fees include pricing for the License to use Licensed Programs, the [*] 
    software performance warranty set forth in Subsection 11.2 of the 
    Agreement, and all Maintenance Releases and New Releases provided by 
    CTS for such Licensed Programs during [*] warranty period.  Fees 
    exclude pricing for license to use interdiction software, which is 
    specified in Section 3, below.


                                                     CTS:     _____________

                                                     CUSTOMER:_____________



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     Hardware Description(2)              Hardware Fees
     -----------------------              -------------
     [*]

               2.2  ADDITIONAL HARDWARE PURCHASED FROM CTS.  For all Hardware
other than the Hardware described in Subsection 2.1, above, or Section 3, below,
which is purchased from CTS for a System, Customer shall pay the following
amounts to CTS:  (i) for all regional processors (e.g., Hewlett-Packard 9000
Series Processors) and routers (e.g., CISCO models 7000 and 7010), Customer
shall pay CTS [*]; and (ii) for all other Hardware components and peripherals
purchased from CTS (including without limitation other Hewlett-Packard and CISCO
components), Customer shall pay CTS [*].

               2.3  HARDWARE PURCHASED FROM THIRD PARTIES.  For all Hardware 
purchased from Third Parties for a System (i.e., all Hardware other than the 
Hardware purchased from CTS described in Sections 2.1, 2.2, and 3 of this 
Schedule), Customer shall pay CTS an integration Fee equal to [*] of the 
Third-Party supplier's list price for such Hardware.

          3.   FEES FOR INTERDICTION FUNCTIONALITY.  In addition to the Fees set
forth in Sections 1 and 2, above, and in consideration for the license to use
certain software, and the sale of certain hardware, necessary to perform the
interdiction functionality for a given System, Customer shall pay the Fees set
forth below which pertain to the interdiction method utilized for such System:

                         Interdiction Method(3)          Interdiction Fees
                         ---------------------           -----------------
                         [*                                  *
                         *                                      *]

          4.   DEPLOYMENT FEES.

               4.1  DEPLOYMENT MANAGEMENT FEES.  For each System, Customer shall
pay CTS a deployment management Fee equal to [*], to be paid upon execution of
the initial Market Purchase Agreement for such System.  In consideration for
such deployment management Fee, CTS will provide the following for each initial
System:  (i) consulting services for planning the configuration for such System
and preparing an itemized list of all Hardware for such System; (ii)
availability of one primary and one back up technical manager for such System,
as specified in Subsection 5.2 of the Agreement; (iii) installation services for
the installation of Hardware at each regional processor site, as 


- ---------
(2)  Fees include pricing for Cell Site System Hardware and the [*] 
     hardware performance warranty set forth in Subsection 11.3 of the 
     Agreement with respect to such Cell Site System Hardware.  Fees 
     exclude pricing for purchase of interdiction hardware, which is 
     specified in Section 3, below, and also excludes pricing for cabling 
     and other peripherals required for a given Cell Site.

(3)  Fees include pricing for the license to use software, and the sale of 
    hardware, which directly pertain to the interdiction method utilized 
    for a given System.  Fees exclude pricing for cabling and other 
    peripherals required for the interdiction method utilized.  For other 
    interdiction methods utilized for a given System, Customer shall pay 
    such Fees to CTS as the parties mutually agree to in writing.



                                                     CTS:     _____________

                                                     CUSTOMER:_____________



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specified in Subsection 5.2 of the Agreement; and (iv) training 
services for the initial PreTect-TM- User Training and Cell Site 
System Overview sessions as specified in Subsection 8.1 and SCHEDULE F 
of the Agreement.  In addition, if Customer elects to perform its own 
installation of Hardware at Cell Sites for a System, as specified in 
Subsection 5.2 of the Agreement, Customer shall pay CTS an additional 
deployment management Fee equal to [*], to be paid upon execution of 
the initial Market Purchase Agreement for such System.  In 
consideration for such additional deployment management Fee, CTS will 
provide training services for one Cell Site System Installation 
session as specified in Subsection 8.1 and SCHEDULE F of the Agreement.

               4.2  CELL SITE SYSTEM INSTALLATION FEES.  At Customer's 
request, CTS will install the initial configuration of Components at a 
Cell Site in accordance with the terms of the Agreement.  In 
consideration for such installation services, Customer shall pay CTS 
an amount equal to [*].

          5.   TRAINING FEES.   As partial consideration for the deployment
management Fees described in Subsection 4.1, above, CTS will conduct the initial
training sessions specified in Subsection 8.1 and SCHEDULE F of the Agreement
for each System.  Additional training by CTS will be pursuant to such terms and
subject to such Fees as CTS and Customer mutually agree to in writing. 

          6.   SUPPORT SERVICE FEES.  For each System, CTS will offer the
support services set forth in the Support Services Agreement (i.e., basic
support service options, Cell Site Hardware maintenance options, CTS-Certified
Hardware maintenance options, System monitoring options, and software
subscription services options), subject to the fees and other charges set forth
in such Support Service Agreement and the Schedules attached thereto.

          7.   REAL-TIME PREVENTION OF ROAMING CLONING FRAUD.  For each System,
CTS will offer the services set forth in the Roaming Service Agreement, subject
to the fees and other charges set forth in such Roaming Service Agreement and
the Schedules attached thereto.

          8.   PRETECT-TM- GRAPHICAL USER INTERFACE.  CTS and Customer agree
that, for each System, CTS will provide up to [*] PreTect-TM- Graphical User
Interface connections at no additional charge.  For each additional PreTect-TM-
Graphical User Interface connection for a System, Customer shall pay CTS a Fee
equal to [*].

          9.   OTHER FEES.  In addition to the Fees described above, 
Customer agrees to pay CTS for:  (i) all reasonable and actual travel, 
lodging, and other out-of-pocket expenses incurred by CTS in 
connection with the Agreement; and (ii) all services performed by CTS, 
other than those services for which CTS's compensation is expressly 
set forth elsewhere in the Agreement or the Schedules thereto, at the 
then-current billing rate of the CTS personnel performing such 
services, plus all expenses incurred by CTS in connection with such 
services (including without limitation all costs of materials, costs 
of third-party contractors, and all reasonable and actual travel, 
lodging, and other out-of-pocket expenses), except as the parties 
otherwise agree to in writing.  CTS's current billing rate for 
professional services is [*], which charge [*].  

          10.  PAYMENT TERMS.



                                                     CTS:     _____________

                                                     CUSTOMER:_____________



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               10.1 COMPONENTS FOR SYSTEMS.

                    10.1.1    GENERAL.  Except as otherwise set forth in
Subsection 10.1.2, below, for each deployment of Components for a System, CTS
will invoice Customer for the Fees described in Subsections 1.1, 2.1, 2.2, and
3, above, as follows:  (i) [*] of the aggregate of such Fees upon CTS's delivery
of such Components to a common carrier for shipment to Customer (if multiple
shipments are made, such aggregate amount shall be paid on a pro rata basis at
the time of each shipment); and (ii) the [*] of the aggregate of such Fees upon
acceptance under the [*].  Customer shall pay each of such invoices within [*].

                    10.1.2    INITIAL DEPLOYMENT IN NEW YORK METRO MARKET. 
Except as the parties otherwise agree, for the deployment of Components for 
the [*] in the New York Metro Market, Customer shall pay the Fees described 
in Subsections 1.1, 2.1, and 3, above, to CTS as follows:

                         (i) For the Fees applicable to the [*], Customer shall
pay to CTS:  (a) [*] of the aggregate of such Fees upon CTS's delivery of
Components for such configuration to a common carrier for shipment to Customer
(if multiple shipments are made, such aggregate amount shall be paid on a pro
rata basis at the time of each shipment); (b) [*] of the aggregate of such Fees
upon [*] (I.E., [*]); (c) [*] of the aggregate of such Fees upon [*] (I.E.,
[*]); and (d) the [*] of the aggregate of such Fees upon [*] (I.E., [*]).

                         (ii) For the Fees applicable to the [*], Customer shall
pay to CTS:  (a) [*] of the aggregate of such Fees upon CTS's delivery of
Components for such configuration to a common carrier for shipment to Customer
(if multiple shipments are made, such aggregate amount shall be paid on a pro
rata basis at the time of each shipment); (b) [*] of the aggregate of such Fees
upon [*] (I.E., [*]); and (c) the [*] of the aggregate of such Fees upon [*]
(I.E., [*]).

                         (iii) For the Fees applicable to [*], Customer shall
pay to CTS:  (a) [*] of the aggregate of such Fees upon CTS's delivery of
Components for such configuration to a common carrier for shipment to Customer
(if multiple shipments are made, such aggregate amount shall be paid on a pro
rata basis at the time of each shipment); and (b) the [*] of the aggregate of
such Fees upon [*] (i.e., [*].

               10.2 OTHER PAYMENT TERMS.  Except as otherwise expressly set 
forth in the Agreement or any Schedule to the Agreement, CTS will invoice 
Customer for amounts to be paid thereunder, and Customer will pay such 
invoice [*].



                                                     CTS:     _____________

                                                     CUSTOMER:_____________



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                                  SCHEDULE B
                                      TO
                    MASTER PURCHASE AND LICENSE AGREEMENT

                          CTS CERTIFIED HARDWARE

          This Schedule contains a list of the Hardware certified by CTS for
purchase by Customer from certain Third Parties, approved in advance and in
writing by CTS, as more fully described in Subsection 3.2 of the Master Purchase
and License Agreement between CTS and Customer.  All configurations of such
Hardware used for a given System must be approved in advance and in writing by
CTS.
     1.   Hewlett-Packard 9000 Series Processors and peripheral Hewlett-Packard
          equipment.  The models used for each System will vary depending on the
          Hardware configuration used for such System.

     2.   CISCO Routers and peripheral CISCO equipment.  The models used for
          each System will vary depending on the Hardware configuration used for
          such System.

     3.   X-terminal Workstations (CTS recommends Hewlett-Packard ENVIZEX 
          X-terminal workstations with a minimum of 8 MB of memory).  Memory
          requirements will vary depending on the configuration used for a given
          System.

     4.   Hewlett-Packard LaserJet (IV or above) printer.  Printer must carry
          baseline memory (memory size dependent on model).



                                                     CTS:     _____________

                                                     CUSTOMER:_____________



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                                   SCHEDULE C
                                      TO
                 MASTER PURCHASE AND LICENSE AGREEMENT

                                   MARKETS

This Schedule contains a list of the Markets for purposes of the Master Purchase
and License Agreement between CTS and Customer (the "Agreement").

WASHINGTON/BALTIMORE MARKET
 [*]

PHILADELPHIA MARKET
 [*]

ATLANTIC CITY MARKET
 [*]

NEW YORK METRO MARKET
 [*]

PITTSBURGH MARKET
 [*]

MASON, WV MARKET
 [*]

CONNECTICUT/WESTERN MASSACHUSETTS MARKET
 [*]

PITTSFIELD, MA MARKET
 [*]

CHARLOTTE, NC MARKET
 [*]

GREENVILLE, SC MARKET
 [*]

COLUMBIA, SC MARKET
 [*]

LEE, VA MARKET
 [*]

PHOENIX MARKET
 [*]

EL PASO/LAS CRUCES MARKET
 [*]

TUCSON MARKET
 [*]

ALBUQUERQUE MARKET
 [*]

EASTERN MASS./RHODE ISLAND MARKET


MANCHESTER, NH MARKET
 [*]

ALBANY MARKET
 [*]

ORANGE/POUGHKEEPSIE, NY MARKET
 [*]

BURLINGTON, VT MARKET
 [*]



                                                     CTS:     _____________

                                                     CUSTOMER:_____________



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                                  SCHEDULE D
                                      TO
                     MASTER PURCHASE AND LICENSE AGREEMENT

                  INFRASTRUCTURE AND ENVIRONMENTAL REQUIREMENTS

     This Schedule contains the minimum Infrastructure and Environmental
Requirements for a System as required pursuant to the Master Purchase and
License Agreement between CTS and Customer (the "Agreement"), and may be
supplemented by additional Documentation furnished by CTS.  All undefined
capitalized terms used in this Schedule shall have the meanings ascribed to such
terms as set forth in the Agreement.

A.   REGIONAL PROCESSOR (RP) LOCATION

     This location is typically a data center or an equivalent facility that 
will house computers and routers for processing of data, and will provide 
network links to the remote Cell Sites. The Regional Processor consists of HP 
9000 series computer(s) and CISCO router(s), which are installed in HP 
manufactured 19" EIA racks. Multiple HP 9000s and CISCO routers are connected 
to each other via a carrier provided Ethernet network, and can be located in 
the same data center for efficient data communications and ease of 
implementation. However, these can be spread out over different locations if 
needed, and a dedicated network link will be required to connect them 
together. This location will house a system console for system 
administration, and may also house an X-terminal for running/monitoring the 
overall System. 

    Markets with high call volumes may require additional Regional Processors. 
Specific hardware requirements are determined through detailed call volume and 
sizing analysis.  General environmental specifications appear below.  These 
requirements will vary depending on the model of HP 9000 series processor used 
for a particular System.

REGIONAL PROCESSOR/ROUTER SITE REQUIREMENTS

1.   Customer to provide space for each  HP cabinet. Each cabinet is 1.6m high,
     0.6m wide, and 0.9m deep. (Number of cabinets will depend on the size of
     Customer's Blackbird-Registered Trademark- Platform RP and Router System). 

2.   Customer to provide the following power requirements for each HP cabinet:

     Voltage:            220 Volts AC
     Circuit:            20 amp dedicated
     Phase:              Single
     Receptacle Style:   L6-20R

3.   Customer to provide one (1) POTS line (including telephone number for same)
     and one (1) RJ11 connector to the rack location of each HP 9000 processor
     to support remote modem access.


                                                     CTS:     _____________

                                                     CUSTOMER:_____________



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4.   Customer to provide DS0 links from Cell Sites multiplexed into T1s through
     DCS, DSX cross connects, or other semi-permanent connections.

5.   Sample Regional Processor  (HP 9000 - K400 Series) Specifications:

     PHYSICAL CHARACTERISTICS/RACKED

 Height     641 mm            1620 mm (63.75 in.)
 Width      440 mm             600 mm (123.75 in.)
 Depth      610 mm             880 mm (34.50 in.)
 EIA Units   17                 32
 Weight    77.1 kg (170 lbs) 295.1 kg (650 lbs) (1 SPU, 3 HA Storage units)

 Clearance Requirements        635 mm (25 in) at rear

     ELECTRICAL SPECIFICATIONS

 Power Requirement            1440 Watts
 VA Rating for UPS loading    750
 Heat Dissipation BTUs/Hr.   4263

     ENVIRONMENTAL SPECIFICATIONS

 Temperature (Operating) +5DEG.  C to +40DEG.  C (41DEG.  F to 104DEG.  F)

 Maximum Rate of Temperature Change     20C/hr without hard media;
                                        10C/hr with DDS DAT tape drive
 Relative Humidity (Operating)          15% to 80% non-condensing,
                                        (max. wet bulb = 26DEG. C)
 Maximum Rate of Humidity Change        30% RH/hr
 Altitude (Operating)                   to 3000 m (10,000 ft) above sea level

     REGULATORY COMPLIANCE

 Electromagnetic Interference           Complies with FCC rules and 
                                        regulations, Part 15, Subpart J, as a 
                                        Class A computing device. Manufacturers
                                        Declaration to EN55022, class A. 
                                        Registered with Japanese VCCI, 
                                        class 1.

 Safety                                 UL Listed, CSA Certified, compliant 
                                        with EN 60950 and EN 41003.

6.   Customer to provide one (1) 110V AC, 15 AMP power circuit per CISCO router.

7.   Sample CISCO Router (CISCO 7000 and 7010 series) Specifications:


                                                     CTS:     _____________

                                                     CUSTOMER:_____________



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           CISCO 7000                    CISCO 7010
    -  Clearance Requirements
    16" (40.64 cm) at rear               16" (40.64 cm) at rear      
    2" (5.08 cm) on either side          2" (5.08 cm) on either side 

    -  AC Power Supplies
       700W (3224 Btu/hour)              600W (2661 Btu/hour)

    - DC Power Supplies
   1000W input requirement               800W input requirement              
   700W power requirement                600W power requirement              
   300W (1024 Btu/hr) heat dissipation   300W (1024 Btu/hr) heat dissipation 
   20A (-48 VDC)                         18A (-40 VDC)                       

   - Input Voltage
   100 to 240 VAC autoranging            100 to 240 VAC autoranging

   - AC current rating   
   12A @ 100V; 6A @ 240V                 9A @ 100V; 4A @ 240V

   - Operating temperature    
   32 TO 104DEG. F (0 to 40DEG. C)       32 TO 104DEG. F (0 to 40DEG. C)

   - Non-operating temperature range    
   -4 to 149DEG. F (-20 to 65DEG. C)    -4 to 149DEG. F (-20 to 65DEG. C)

   - Dimensions (H x W x D)
    19.25 x 17.5 x 25.1"                10.5 x 17.5 x 17"           
    (48.9 x 44.45 x 63.75 cm)           (26.67 x 44.45 x 43.18 cm) 

   - Weight (average shipping)     
    ~145 lb. (~65.76 kg)                ~70 lb. (~31.75 kg)               
     with 5 interface processors and 2  with 3 interface processors and 1 
     power supplies                     power supply                      

   - Multi-channel Interface Processor  T1 Interface for 48 total DS0 links ~
     2-port T1) 
    ~T1 Interface for 48 total DS0 
     links 

   - Ethernet Interface Processor 4 
     Ports
   ~802.3  AUI Ethernet Interface /     ~~802.3  AUI Ethernet Interface

   - Required Cables     
   DSX1 to CSU DB-15                     DSX1 to CSU DB-15                   
   Serial cable for console connection   Serial cable for console connection 


B.   CELL SITE SYSTEM (CSS) LOCATIONS

     The Cell Sites will house the CSS, which is a microcomputer based system
required for each Cell Site that will be used as part of System. The CSS is
contained in a metal enclosure, which is small in size (20" X 24" X 9") and can
be rack-mounted or wall-mounted (specify) in the Cell Site.  A Customer-provided
56 KB data link from the Cell Site to the Regional Processor is required, which
is typically a channel of existing T1 circuits in the carrier network, or a
dedicated 56 KB link from the cell site to the Regional Processor location.  A
dial-up modem, which allows for remote support in the event of a network failure
is also integrated inside the CSS enclosure. The modem can either be a land-line
modem or cellular modem (specify), and will require land-line or cellular phone
service to be activated for each Cell Site.  Interdiction module(s) may also be
installed in some or all Cell Sites depending on the switch environment.



                                                     CTS:     _____________

                                                     CUSTOMER:_____________



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CSS CELL SITE REQUIREMENTS

1.   Mounting
     -    Rack - Customer provided 19"  OR  24" (specify)  rack with minimum
          space of  30" in front of the rack for accessibility.  Mounting
          requirements for the CSS is 17 rack units, or 29.75" vertical. (1 rack
          unit = 1.75").

     -    Wall - Customer provided 3/4" fire retardant plywood (28" x 34") at
          the CSS mounting location with a minimum space of 32" in front of rack
          for accessibility.

2.   The Glare Interdiction method will require an RF Interdiction Module
     installed at one Cell Site per switch. Both 19" and 24" rack mount options
     are supported. This will require 2 rack units or about 3.5" vertical in
     addition to the CSS requirements.  Total vertical rack space needed will be
     19 rack units or 33.25" if Glare Interdiction is used.  If RF interface is
     required to the cell site antenna distribution system, an additional 2 rack
     units of space will be required.  Both the CSS and the interdiction units
     should be co-located on the same rack or wall-space; if not additional
     specialized cabling would be required.

3.   The Spoofing Interdiction method will require 2 rack units or about 3.5"
     vertical.  In each Cell Site the spoofing method will require direct RF
     interface to the cell site antenna distributions systems. This would
     require another 2 rack units of space.  Total vertical rack space needed
     will be 21 rack units or 36.75" if Spoofing is used. Both the CSS and the
     interdiction units should be co-located in the same rack or wall-space; if
     not, additional specialized cabling would be required.

4.   CTS-proprietary base band Interdiction Module is a third option for
     interdiction.  This module plugs into the test port of the Ericsson model
     SRM 882 radio.  A module is needed for each voice channel radio within a
     Cell Site.  These modules are cabled to the CSS unit.  Therefore, the CSS
     must be positioned within the Cell Site such that the cabling distance from
     the CSS to the most distant radio is not more than 50 feet.

5.   Customer provided +24 VDC 20 Amp power feed (#10 AWG x 2 Conductor, Cu
     standard cable) to rack location.

6.   Customer provided  solid core #10 AWG ground strap at rack location.

7.   Customer supplied DSU unit that supports RS-232 or RS530 interface
     communication link to Regional Processor location (56 KB synchronous 
     line). Note: V.35 interface support is available with an additional 
     converter that is not included in the Cell Site System price.  See CTS 
     price list under other equipment for V.35 converter for pricing.

8.   CTS provides rack mounting equipment Standard 19" TELCO rack.

9.   Cable reach distance between DSU and CSS within 25 ft.  A maximum of one
     additional cable can be supplied (specify).

10.  Up to 6 RMC (Receive Multi-Coupler) ports for each sectored or simulcast
     cell site, and 2 RMC ports for each omni site.


                                                     CTS:     _____________

                                                     CUSTOMER:_____________



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11.  RF cabling from RMC to CSS rack location with dB levels and labeling
     compliant  to cell site equipment manufacturers (CTS) specifications. Cable
     reach distance between RMC and CSS within 40 ft.

12.  Information detailing any special mounting instructions / requirements on a
     per-site basis.

CSS NETWORK CONNECTIVITY REQUIREMENTS

1.   Carrier to provide a 56KBS DDS link from each cell site to the RPC
     router(s) in the form of as fully populated T1 links as possible.

2.   In the event that multiple RPCs are to be deployed, T1 communications links
     must be provided between all RPC.  As a part of the system sizing CTS will
     provide the number and/or though-put requirements for these links.

3.   Specialized data communications equipment at the carrier's facility may
     require additional programming by the carrier to provide for a clear DS0.

CSS NETWORK CONNECTIVITY RECOMMENDATIONS

At most carrier facilities a DS0 can be obtained from the current T1 link
between the cell site and MTSO.  The DS0s are then regroomed at the MTSO into T1
links to the ROC router.  This capability requires the carrier to have DCS type
equipment available for the regrooming.

C.   USER TERMINAL/MONITOR LOCATION(S)

     This location houses X-terminal(s), which provide the user interface for 
monitoring the Customer System. This can be the same as Regional Processor 
location or a customer care center in the Customer facility.  A 
Customer-provided ethernet local area network (LAN) or wide area network 
(WAN) link to the Regional Processor location is needed for connectivity to 
the System.  This site should also provide a network printer (typically, HP 
LaserJet IV) that is used for printing reports from the graphical user 
interface.

WORKSTATION/PRINTER SITE REQUIREMENTS

1.   Customer to provide space for a Hewlett-Packard ENVIZEX X-terminal
     workstation with a 19" 1280 x 1024 color monitor (CTS recommended
     workstation).  Power required for the Hewlett-Packard ENVIZEX X-terminal
     workstation is 110 Volt AC.

2.   Customer to provide ethernet connection to the Regional Processors via
     local area network or wide area network to selected workstation.

3.   Customer to provide desk space and power (110 Volt AC) for Hewlett-Packard
     LaserJet (IV or above) printer. 

4.   Customer to provide ethernet connection to the Regional Processors via
          local area network or wide area network to the printer.



                                                     CTS:     _____________

                                                     CUSTOMER:_____________



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                                  SCHEDULE E
                                      TO
                    MASTER PURCHASE AND LICENSE AGREEMENT

                            ACCEPTANCE TEST PLANS

Attached to this Schedule are the following Acceptance Test Plans described in
Subsection 1.1 of the Master Purchase and License Agreement between CTS and
Customer (the "Agreement").  Each Acceptance Test Plan has a different purpose
and methods to be utilized in testing.  For purposes of this Schedule E, all
references to "fraud" or "cloning fraud" shall mean cellular telephone cloning
fraud within the home market.  All undefined terms used in this Schedule shall
have the meanings ascribed to such terms in the Agreement.

 Attachment    Description
- ------------   -----------
Schedule E-1   Standard Acceptance Test Plan
               [*]

Schedule E-2   Acceptance Test Plan [*]
               [*]



                                                     CTS:     _____________

                                                     CUSTOMER:_____________



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                               SCHEDULE E-1
                     STANDARD ACCEPTANCE TEST PLAN

          Set forth below is the CTS Standard Acceptance Test Plan described in
Subsection 1.1 of the Master Purchase and License Agreement between CTS and
Customer (the "Agreement").  For purposes of this Acceptance Test Plan, all
references to "fraud" or "cloning fraud" shall mean cellular telephone cloning
fraud within the home market.  All undefined terms used herein shall have the
meanings ascribed to such terms in the Agreement.

          [*]

Goals:

- -    [*]

Method:

[*]

A.  VIEW GRAPHICAL USER INTERFACE (GUI)

Goal: 
     [*]
     
Method:
      -    [*]

Approval:
Carrier Initial ________  Date ________

CTS Initial ___________   Date ________

B. CALL EVENT DATA COLLECTION
     
Goal:
     -    [*]
     
Method: 
     -    [*]
     
Deliverable:
     -    [*]

Approval:


                                                     CTS:     _____________

                                                     CUSTOMER:_____________



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Carrier Initial ________  Date ________

CTS Initial ___________   Date ________

C. REPORTS
     
Goal: 
     -    [*]

Method: 
          [*]
     
Deliverable:
     -    [*]

Approval:

Carrier Initial ________  Date ________

CTS Initial ___________   Date ________

D.  CONTROL GROUP PHONE TESTING

D.1  FINGERPRINT ESTABLISHMENT
Goal: 
     -    [*]
     
Method:
     -    [*]
     
Deliverable:
     -    [*]
     
Approval:

Carrier Initial ________  Date ________

CTS Initial ___________   Date ________


D.2  VALID CALL TEST

Goal: 
     -    [*]
     



                                                     CTS:     _____________

                                                     CUSTOMER:_____________



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Method:
     -    [*]
     
Deliverable:
     -    [* ]
     
Approval:

Carrier Initial ________  Date ________

CTS Initial ___________   Date ________

D.3  COUNTERFEIT CALL TEST

Goal:
     -    [*]
      
Method: 
     -    [*]
      
Deliverable:
     -    [*]
      
Approval:
      
Carrier Initial ________  Date ________

CTS Initial ___________   Date ________

D.4   FALSE NEGATIVE CALL TEST

Goal: 
     -    [*]
     
Method:
     -    [*]
     
Deliverable:
     -    [*]
     
Approval:
     
Carrier Initial ________  Date ________

CTS Initial ___________   Date ________




                                                     CTS:     _____________

                                                     CUSTOMER:_____________



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E  ADDITIONAL CELL SITE VERIFICATION

     -    [*]

E.1 NETWORK CONNECTIVITY

Goal: 
     -    [*]
     
Method:
     -    [*]
     
Deliverable:
     -    [* ]

Approval:

Carrier Initial ________  Date ________

CTS Initial ___________   Date ________

E.2  VALID CALL TEST

Goal: 
     -    [*]
     
Method:
     -    [*]
     
Deliverable:
     -    [* ]
     
Approval:

Carrier Initial ________  Date ________

CTS Initial ___________   Date ________

E.3  COUNTERFEIT CALL TEST

Goal: 
     -    [*]
     
Method: 
     [*]
     



                                                     CTS:     _____________

                                                     CUSTOMER:_____________



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     Deliverable:
     -    [*]
     
Approval:
     
Carrier Initial ________  Date ________

CTS Initial ___________   Date ________
     

F ADDITIONAL REGIONAL PROCESSOR/APPLICATION SERVER ACCEPTANCE TEST

     -    [*]
     

F.1. NETWORK CONNECTIVITY

Goal: 
     -    [*]
     
Method:
     -    [*]
     
Deliverable:
     -    [*]
     
Approval:

Carrier Initial ________  Date ________

CTS Initial ___________   Date ________

F.2 APPLICATION SERVER REPORTING

Goal: 
     -    [*]
     
Method:
     -    [*]
     
Deliverable:
     -    [*]
     
Approval:

Carrier Initial ________  Date ________





                                                     CTS:     _____________

                                                     CUSTOMER:_____________



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CTS Initial ___________   Date ________

TERMS & DEFINITIONS

Acronym        Description
- -------        -----------
[*]

CSS            Cell Site System

RP             Regional Processor

Formulas
- --------
[*]

                           SCHEDULE E-2
                                 
                     ACCEPTANCE TEST PLAN [*]
                                 
[*]






                                                     CTS:     _____________

                                                     CUSTOMER:_____________



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                                  SCHEDULE F
                                      TO
                   MASTER PURCHASE AND LICENSE AGREEMENT

                             INITIAL TRAINING

     This Schedule contains the initial training classes for the initial
deployment of a System in a Market pursuant to the terms of the Master Purchase
and License Agreement between CTS and Customer (the "Agreement").  All undefined
capitalized terms used in this Schedule shall have the meanings ascribed to such
terms as set forth in the Agreement.

     Each of the initial training classes are to be conducted at facilities
provided by Customer, in the market where the System is installed.  Where a
classroom environment is required Customer will need to include adequate space
for the number of participants, an overhead transparency projector, and access,
within a reasonable distance, to an X-terminal capable of running the System's
graphical user interface.  Where a Cell Site environment is required, Customer
will need to provide adequate space such that the number of participants are
able to view, concurrently, demonstrations of Cell Site Hardware installation or
repair procedures. Training sessions are to be held during normal business hours
(local time), approximately eight hours per day, on concurrent days.

A.   PRETECT-TM- USER TRAINING

     Participant Prerequisite:  Previous professional experience within a
     cellular carrier's operation identifying and/or resolving cases of cellular
     fraud or working with the carrier's customer care organization.

     Duration:  Approximately four hours, to be conducted in one business day.

     Facilities requirements:  Classroom, as described above.

     Maximum number of participants:  [*]

     Timing:  To be conducted after installation of Regional Processor and at
     least five Cell Site Hardware systems in a market, and end-to-end
     verification of System functionality by CTS.

     Course Description:  This course is targeted at Customer personnel who
     currently work in the Customer's Fraud or Customer Care organizations.  
     This course shows PreTect-TM- users how to access information and perform
     tasks using the PreTect-TM- graphical user interface.  This includes an
     overview of the functionality, pre-call detection, and interdiction. 
     Additional training topics include:  querying the system by mobile
     identification number (MIN) and  destination, monitoring fingerprints, and
     generating on-screen and print reports.

B.   CELL SITE SYSTEM TRAINING

     The Cell Site System training will depend on whether Customer elects to
     have CTS perform installation of Cell Site Components or elects to perform
     such installation itself, as specified in the Agreement.  If Customer
     elects to have CTS perform such installation, CTS will provide the Cell



                                                     CTS:     _____________

                                                     CUSTOMER:_____________



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     Site System Overview training described below.  If Customer elects to
     perform such installation itself, CTS will provide the Cell Site System
     Installation training described below.

     1.   Cell Site System Overview

     Participant Prerequisite:  Demonstrated familiarity with PC-type hardware
     systems.  Previous experience working in the cell site environment
     recommended.

     Duration:  Approximately four hours of classroom instruction.  Observation
     of installation of up to three Cell Site hardware systems.  Cell site
     observation to be conducted according to a mutually-agreed-upon schedule.

     Facilities requirements:  Classroom and cell site, as described above.

     Maximum number of participants:  Governed by cell site environment
     restrictions, as described above.

     Timing:  To be conducted at a mutually agreed upon time.

     Course Description:  This course is targeted at Customer personnel who
     currently work supporting the Customer's cell sites.  The training includes
     an overview of CSS hardware infrastructure, training in composition and
     layout of CTS additions to cell sites, and a basic understanding of network
     interfaces and problem solving techniques including the cell site
     relationship to the regional processor.

     2.   Cell Site System Installation

     Participant Prerequisite:  Demonstrable skills installing and maintaining
     PC-type hardware systems.  Previous experience working in the cell site
     environment recommended.  [*]

     Duration:  Approximately four hours of classroom instruction. 
     Participation in installation of at least five Cell Site hardware systems,
     with the Cell Sites selected including a representative sample of the
     possible interfacing requirements (RF connection and networking).  Cell
     site training to be conducted according to a mutually-agreed-upon schedule.

     Facilities requirements:  Classroom and cell site, as described above.

     Maximum number of participants:  Governed by cell site environment
     restrictions, as described above.

     Timing:  To be conducted after installation of Regional Processor, unless
     the parties otherwise agree to in writing.

     Course Description:  This course is targeted at Customer personnel who
     currently work supporting the Customer's cell sites. This includes an
     overview of CSS hardware infrastructure, proper handling and installation
     of CSS components, and a basic understanding of network interfaces and
     problem solving techniques.




                                                     CTS:     _____________

                                                     CUSTOMER:_____________



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     Course Requirement:  This CTS training session is required for all Customer
     personnel who will be performing installation of Cell Site System hardware
     at Cell Sites, until CTS makes available a "Train the Trainer" program to
     enable Customer to train its own personnel for the installation of Cell
     Site System hardware.  When available, participation in the "Train the
     Trainer" program will be required for up to two designated Installation
     Trainers for Customer.  Upon CTS certification, such Installation Trainers
     will be responsible for training Customer personnel in accordance with the
     CTS-provided curriculum for Cell Site System Installation Training, and for
     maintaining Installation Trainer certification in accordance with CTS 
     re-certification requirements.  CTS will provide such "Train the Trainer"
     program on such terms and for such training fees as CTS and Customer
     mutually agree to in writing.





                                                     CTS:     _____________

                                                     CUSTOMER:_____________



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                                 SCHEDULE G
                                      TO
                    MASTER PURCHASE AND LICENSE AGREEMENT

                  TECHNICAL MANAGERS - OVERALL COORDINATION


CTS TECHNICAL MANAGERS:

Primary:  [*]
          Cellular Technical Services Company, Inc.
          2401 Fourth Avenue, Suite 808
          Seattle, Washington  98121
          [*]

Back Up:  [*]
          Cellular Technical Services Company, Inc.
          2401 Fourth Avenue, Suite 808
          Seattle, Washington  98121
          [*]

CUSTOMER TECHNICAL MANAGERS:

Primary:  [*]
          180 Washington Valley Road
          Bedminster, New Jersey  07921
          [*]

Back Up:  [*]
          180 Washington Valley Road
          Bedminster, New Jersey  07921
          [*]




                                                     CTS:     _____________

                                                     CUSTOMER:_____________



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                                  SCHEDULE H
                                      TO
                   MASTER PURCHASE AND LICENSE AGREEMENT

                                SPECIFICATIONS

     This Schedule contains the functional Specifications for a System as
required by the Master Purchase and License Agreement between CTS and Customer
(the "Agreement").  All undefined capitalized terms used in this Schedule shall
have the meanings ascribed to such terms as set forth in the Agreement.  Each
overall System is comprised of one or more Regional Processor Systems and Cell
Site Systems.

            BLACKBIRD-Registered Trademark- PLATFORM AND PRETECT-TM- 
                      APPLICATION FUNCTIONAL OVERVIEW
                                 
Together, the Blackbird-Registered Trademark- Platform and PreTect-TM- form a
home market cloning prevention solution, in which the Blackbird-Registered
Trademark- Platform collects cellular phone data that PreTect-TM- measures and
uses to interdict analog cellular phone cloning attempts in real time.

BLACKBIRD-Registered Trademark- PLATFORM OVERVIEW

The Blackbird-Registered Trademark- Platform is the data collection and storage
platform for CTS's real time cellular fraud prevention applications. 
     
Using hardware and software at the Cell Site System (CSS) and Regional Processor
(RP), the Blackbird-Registered Trademark- Platform collects and stores the
following cellular call data that form a cellular call event signature, or
"fingerprint":
     
     -    Radio frequency (RF) transmission characteristics: The subtle
          differences between different cellular phones' RF signatures.
     -    Mobile Identification Number (MIN): The unique phone number assigned a
          cellular phone.
     -    Electronic Serial Number (ESN): The unique number programmed into a
          cellular phone during the manufacturing process.
     -    [*]

CTS designed the Blackbird-Registered Trademark- Platform as a platform for
delivery of a modular system of cellular fraud prevention applications.  The
Blackbird-Registered Trademark- Platform Application Programming Interface (API)
facilitates seamless integration of current and future CTS products to meet the
changing fraud prevention requirements of its customers.

PRETECT-TM- OVERVIEW

PreTect-TM- is the real time cloning detection and interdiction application
designed to function on the Blackbird-Registered Trademark- Platform. 
PreTect-TM- works to prevent cloning fraud.




                                                     CTS:     _____________

                                                     CUSTOMER:_____________



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Over time, PreTect-TM- uses the information collected and stored by the
Blackbird-Registered Trademark- Platform to build a unique fingerprint for each
analog cellular phone.  PreTect-TM- also measures each call attempt transmitted
to a cell site against this fingerprint.  This real time measurement process
allows PreTect-TM- to quickly determine whether the attempt originated from a
cloned analog cellular phone.

     Users access PreTect-TM- through a Graphical User Interface on Hewlett
          Packard X-terminals or IBM PC-compatible computers running X-terminal
          emulation software.  Through the graphical user interface, users can
          [*]

Through the graphical user interface, users can configure PreTect-TM- to meet
the needs of daily operations on their cellular network:

     -    [*]

Finally, [*]. This allows customer service and fraud prevention departments to
better utilize the data storage and analysis capabilities of the
Blackbird-Registered Trademark- Platform/PreTect-TM- system:

     -    [*]

SYSTEM HARDWARE OVERVIEW

The Blackbird-Registered Trademark- Platform/PreTect-TM- system includes the
following hardware systems:

The Regional Processor(s) complex consists of one or more Regional Processors,
routers and other hardware necessary to store cellular call data and maintain
connectivity between the Cell Site System and regional processor system.

     -    Regional Processor: Typically a Hewlett Packard 9000 series processor
          running the HP-UX operating system. 
     -    Router: Typically a CISCO 7000 series router used to provide TCP/IP
          Ethernet connectivity between the regional processor and each cell
          site.

The Blackbird-Registered Trademark- Platform and PreTect-TM- software work with
the regional processor system to provide real-time call data collection, storage
and reporting.  In addition, the Blackbird-Registered Trademark- Platform's
distributed real-time message processing allows distribution of fingerprint data
among multiple regional processor systems in large markets.

The Cell Site System (CSS) consists of the cell site processor, radios and other
equipment necessary to collect cellular call data, communicate with the regional
processor system and shut down, or interdict, cloning attempts.  One CSS is
required for each cell site that uses the Blackbird-Registered Trademark-
Platform/PreTect-TM- system. 

     -    Cell Site Processor (CSP): An industry-standard PC housed in an
          industrial-grade metal enclosure, with a cellular modem for remote
          network troubleshooting.
     -    Radio: Cellular radios which collect cellular call data directly from
          the cell site antenna and transmit that data to the CSP without
          interrupting cell site call traffic.




                                                     CTS:     _____________

                                                     CUSTOMER:_____________



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     -    Interdiction module: Hardware unit that performs interdiction of
          cloning attempts upon command from the CSP.  The interdiction module
          will vary depending on the Customer's infrastructure type.
     
Blackbird-Registered Trademark- and PreTect-TM- software work with the CSS to
gather home market cellular call characteristics, relay information regarding
those characteristics to the regional processor when necessary, and perform
interdiction of cloning attempts.

BLACKBIRD-Registered Trademark- PLATFORM/PRETECT-TM- PROCESS OVERVIEW

This diagram follows a cellular call attempt through the Blackbird-Registered
Trademark- Platform/PreTect-TM- system:

[FLOW CHART]




                                                     CTS:     _____________

                                                     CUSTOMER:_____________



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                                  SCHEDULE I
                                      TO
                    MASTER PURCHASE AND LICENSE AGREEMENT

                          NONDISCLOSURE AGREEMENT


Attached to this Schedule is a copy of the Nondisclosure Agreement dated as of
August 27, 1996, between Cellular Technical Services Company, Inc. and Cellco
Partnership.



                                                     CTS:     _____________

                                                     CUSTOMER:_____________



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                BILATERAL NONDISCLOSURE AGREEMENT

     This Agreement is made as of August 27, 1996 by and between CELLULAR 
TECHNICAL SERVICES COMPANY, INC. ("CTS") having its offices at 2401 Fourth 
Avenue, Suite 808, Seattle, Washington  98121, and CELLCO PARTNERSHIP, a 
Delaware general partnership d/b/a BELL ATLANTIC NYNEX MOBILE ("Company") 
having its offices at 180 Washington Valley Road, Bedminster, New Jersey  
07921.

                             RECITALS

     A.   CTS and Company each posses certain information which is not
generally available to the public, and which is proprietary to such party or
considered by such party to be confidential or trade secret.

     B.   In connection with a proposed or existing business relationship
between the parties, and during the performance of any resulting agreement
between the parties, either party may disclose certain information to the other
party which is proprietary to the disclosing party or considered by the
disclosing party to be confidential or trade secret.  

     C.  The parties wish to protect such proprietary and confidential
information from disclosure to third parties and to prevent use or disclosure
thereof except as authorized in accordance with this Agreement or otherwise in
writing.

          NOW, THEREFORE, CTS and Company agree as follows:

          1.   CONFIDENTIAL INFORMATION.  "Confidential Information" means any
type of information, data, or knowledge which is disclosed at any time from one
party hereto (the "Disclosing Party") to the other party hereto (the "Receiving
Party") which is not generally known to the public and which is proprietary to
the Disclosing Party or considered by the Disclosing Party to be confidential or
trade secret, regardless of the form of disclosure (e.g., whether written, oral,
graphic, electronic, or visual), the date of disclosure (e.g., whether before,
on, or after the date of this Agreement), or the party through whom disclosure
is made (e.g., whether direct or indirect disclosure).  "Confidential
Information" includes without limitation all technical information, customer
information, financial information, business plans or projections, marketing
information, and any other information relating to the past, present, or future
business operations or financial condition of the Disclosing Party.

          2.   NONDISCLOSURE; RESTRICTED USE.

               2.1  The Receiving Party shall hold all Confidential Information
of the Disclosing Party in strictest trust and confidence.  The Receiving Party
shall not, during the term of this Agreement, disclose or permit to be disclosed
through the Receiving Party to any person, entity or governmental body, or
personnel thereof, or use other than as expressly permitted by this Agreement,
any Confidential Information of the Disclosing Party.  Notwithstanding the
preceding sentence, the Disclosing Party consents in advance to the disclosure
of its Confidential Information to those employees of the Receiving Party
necessary to perform the obligations of the Receiving Party under the agreements
described in the Recitals, above, provided that the Receiving Party shall ensure
that each such person maintains the confidentiality of the Disclosing Party's
Confidential Information disclosed to him or her. 





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               The obligations of the Receiving Party set forth in Section 2.1
shall not apply to any Confidential Information of the Disclosing Party which:

                    2.2.1     Was in the public domain at the time of the
Disclosing Party's communication thereof to the Receiving Party;

                    2.2.2     Enters the public domain through no fault of the
Receiving Party subsequent to the time of the Disclosing Party's communication
thereof to the Receiving Party;

                    2.2.3     Was in the Receiving Party's possession free of
any obligation of confidentiality to the Disclosing Party at the time of the
Disclosing Party's communication thereof to the Receiving Party (as can be shown
from tangible evidence in the form of ordinary business records normally kept
and in existence at the time of the disclosure);

                    2.2.4     Is developed by the Receiving Party completely
independent from the Confidential Information of the Disclosing Party (as can be
shown from tangible evidence in the form of ordinary business records normally
kept and in existence at the time of the disclosure); or

                    2.2.5     Is required by law or regulation to be disclosed,
but only to the extent and for the purpose of such required disclosure after
providing the Disclosing Party with advance written notice if reasonably
possible such that the Disclosing Party is afforded an opportunity to contest
the disclosure. 

               2.3  The Receiving Party shall have the burden of proving the
existence of any of the exceptions described in Section 2.2 above.

          3.   CONFIDENTIAL INFORMATION DISCLOSING PARTY'S PROPERTY.  The
Confidential Information of the Disclosing Party shall be and remain the
exclusive property of the Disclosing Party.  The Receiving Party shall not take
or use any materials, records, or media of any nature that contain Confidential
Information of the Disclosing Party or that belong to the Disclosing Party
without the express written consent of the Disclosing Party, and, upon request
by the Disclosing Party, the Receiving Party shall deliver to the Disclosing
Party all of same in the Receiving Party's possession, custody or control, and
the Receiving Party shall not retain any copies thereof.

          4.   STANDARD OF CONFIDENTIALITY PROTECTION.  At all times, the
Receiving Party will protect the confidentiality of the Disclosing Party's
Confidential Information.  The minimum standard for protection thereof shall be
that degree of protection, and those measures intended to implement such
protection, as the Receiving Party affords its own most secret or highly
confidential information, but in any event no lesser standard than that which a
reasonable person would utilize with respect to trade secrets or highly
confidential information.

          5.   REMEDY FOR BREACH.  The parties hereto recognize and agree 
that money damages are an inadequate remedy for breach of this Agreement by 
the Receiving Party and further recognize that breach of this Agreement by 
the Receiving Party would result in irreparable harm to the Disclosing Party. 
Therefore, in the event of a breach or threatened breach by the Receiving 
Party of this Agreement, the Receiving Party may be enjoined from engaging in 
any activity prohibited by this Agreement by injunction issued by a court of 
competent jurisdiction. In the event any court of competent jurisdiction 
determines any provision herein is too broad to enforce as written, either as 
to time or geographical area or otherwise, such court is authorized and 
directed by the parties hereto to construe, 




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modify or reform such provision to the extent reasonably necessary to make 
such provision enforceable.  Nothing herein shall be construed as prohibiting 
the Disclosing Party from pursuing any other remedies available to it for 
such breach or threatened breach of this Agreement, including the recovery of 
damages.

          6.   MISCELLANEOUS.

               6.1  TERM.  This Agreement shall be effective as of the date
first written above and shall remain in effect for a period of five (5) years
thereafter.  All obligations of the Receiving Party under this Agreement shall
survive the termination of this Agreement with respect to Confidential
Information of the Disclosing Party disclosed to the Receiving Party prior to
termination of this Agreement.

               6.2  GOVERNING LAW.  This Agreement shall be interpreted and
governed in accordance with the laws of the state of New York.  

               6.3  NO FURTHER OBLIGATION.  Nothing in this Nondisclosure
Agreement shall obligate either party to enter into or to refrain from entering
into any further agreement or negotiation with the other party or with any third
party.

               6.4  ENTIRE AGREEMENT; AMENDMENTS.  This Agreement together with
all exhibits or schedules attached to this Agreement: (a) contains the entire
understanding between the parties with respect to the safeguarding of
Confidential Information; and (b) supersedes all prior communications and
understandings between the parties with respect thereto.  This Agreement may be
modified, supplemented and/or amended only by a writing signed by authorized
representatives of both CTS and Company.


          EXECUTED as of the date first set forth above by authorized
representatives of Company and CTS.

COMPANY:                               CTS:

CELLCO PARTNERSHIP                     CELLULAR TECHNICAL SERVICES  
By Bell Atlantic NYNEX Mobile, Inc.    COMPANY, INC.                
Its Managing General Partner  

By  /s/ Richard J. Lynch               By  /s/ Robert P. Dahut
   ---------------------                   -------------------
        Richard J. Lynch                       Robert P. Dahut
- ------------------------               -----------------------
Print Name                             Print Name

Exec. V.P. & Chief Tech. Officer       President & Chief Operating Officer
- --------------------------------       -----------------------------------
Title                                  Title

Company's Address for Notices:         CTS's Address for Notices:
- -------------------------------        -----------------------------------
180 Washington Valley Road             2401 Fourth Avenue, Suite 808
Bedminster, New Jersey  07921          Seattle, Washington  98121
Attention: E.V.P. -                    Attention: Legal Department
 Chief Technical Officer  





BILATERAL NONDISCLOSURE AGREEMENT                                 PAGE 3


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Telefax: (908) 306-6836                Telefax: (206) 443-1550

With a copy to:

180 Washington Valley Road
Bedminster, New Jersey  07921
Attention: Legal Department
Telefax: (908) 306-6836



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                                  SCHEDULE J
                                      TO
                     MASTER PURCHASE AND LICENSE AGREEMENT

                    NONDISCRIMINATION COMPLIANCE AGREEMENT


Attached to this Schedule is a copy of the Customer's standard form of 
Nondiscrimination Compliance Agreement.



                                                     CTS:     _____________

                                                     CUSTOMER:_____________



MASTER PURCHASE AND LICENSE AGREEMENT                                 PAGE 49





<PAGE>

[LOGO]

                     NON-DISCRIMINATION COMPLIANCE AGREEMENT

    To the extent that this contract is subject to them, Contractor shall 
comply with the applicable provisions of the following: Exec. Order No. 
11246, Exec. Order No. 11625, Exec. Order No. 12138, Exec. Order No. 11701, 
Exec. Order No. 11758, Section 503 of the Rehabilitation Act of 1973, Section 
402 of the Vietnam Era Veterans' Readjustment Assistance Act of 1974 and the 
rules, regulation and relevant Orders of the Secretary of Labor pertaining to 
the Executive Orders and Statutes listed above. The following table describes 
the clauses which are included in the contract.

        ANNUAL CONTRACT VALUE       CLAUSES
        ---------------------       -------
        Under $2,500                5*
        $2,500-$10,000              5*8
        $10,000-$50,000             1,2,5*,6,7,8,9
        $50,000-$500,000            1,2,3**,4**,5,6,7,8,9
        Over $500,000               1,2,3**,4**,5,6,7,8,9***

1.  Equal Employment Opportunity Provisions

    In accordance with executive Order 11246, dated September 24, 1965, and 
Subpart 22.8 of Subchapter D of Chapter 1 of Title 48 of the Code of Federal 
Regulations as may be amended from time to time, the parties incorporate 
herein by this reference the regulations and contract clauses required by 
those provisions to be made a part of government contracts and subcontracts.

2.  Certification of Non-Segregated Facilities

    The Contractor certifies that it does not and will not maintain any 
facilities it provides for its employees in a segregated manner, or permit 
its employees to perform their services at any location under its control 
where segregated facilities are maintained; and that it will obtain a similar 
certification prior to the award of any nonexempt subcontract.

3.  Certification of Affirmative Action Program

    The Contractor affirms that it has developed and is maintaining an 
Affirmative Action Plan as required by Subpart 22.8 of Subchapter D of 
Chapter 1 of Title 48 of the Code of Federal Regulations.

4.  Certification of Filing of Employer Information Reports

    The Contractor agrees to file annually on or before the 31st day of March 
complete and accurate reports on Standard Form 100 (EE0-1) or such forms as 
may be promulgated in its place.

5.  Utilization of Small Business Concerns and Small Disadvantaged Business 
    Concerns

    (a) it is the policy of the United States that small business concerns 
and small business concerns owned and controlled by socially and economically 
disadvantaged individuals shall have the maximum practicable opportunity to 
participate in performing contracts let by any Federal agency.

    (b) The Contractor hereby agrees to carry out this policy in the awarding 
of subcontracts to the fullest extent consistent with efficient contract 
performance. The Contractor further agrees to cooperate in studies or surveys 
as may be conducted by the United States Small Business Administration or the 
awarding agency of the United States as may be necessary to determine the 
extent of the Contractor's compliance with this clause.

    (c) As used in this contract, the term "small business concern" shall 
mean a small business as defined pursuant to section 3 of the Small Business 
Act and relevant regulations promulgated pursuant thereto. The term "small 
business concern owned and controlled by socially and economically 
disadvantaged individuals" shall mean a small business concern-

        (1) Which is at least 51 percent owned by one or more socially and 
economically disadvantaged individuals; or, in the case of any publicly owned 
business, at least 51 percent of the stock of which is owned by one or more 
socially and economically disadvantaged individuals; and

        (2) Whose management and daily business operations are controlled by 
one or more of such individuals.

    The Contractor shall presume that socially and economically disadvantaged 
individuals include Black Americans, Hispanic Americans, Native Americans, 
Asian-Pacific Americans, Asian-Indian Americans and other minorities, or any 
other individual found to be disadvantaged by the Administration pursuant to 
section 8(a) of the Small Business Act.

    (d) Contractors acting in good faith may rely on written representations 
by their subcontractors regarding their status as either a small business 
concern or a small business concern owned and controlled by socially and 
economically disadvantaged individuals.


<PAGE>

6.  Utilization of Women-Owned Small Businesses

    (a) "Women-owned small business," as used in this clause, means 
businesses that are at least 51 percent owned by women who are United States 
citizens and who also control and operate the business.

    "Control," as used in this clause, means exercising the power to make 
policy decisions.

    "Operate," as used in this clause, means being actively involved in the 
day-to-day management of the business.

    (b) It is the policy of the United States that women-owned small 
businesses shall have the maximum practicable opportunity to participate in 
performing contracts awarded by any Federal agency.

    (c) The Contractor agrees to use its best efforts to give women-owned 
small businesses the maximum practicable opportunity to participate in the 
subcontracts it awards to the fullest extent consistent with the efficient 
performance of its contract.

7.  Affirmative Action for Special Disabled Veterans and Veterans of the 
    Vietnam Era

    In accordance with Exec. Order 11701, dated January 24, 1973, and Subpart 
22.13 of Subchapter D of Chapter 1 of Title 48 of the Code of Federal 
Regulations, as may be amended from time to time, the parties incorporate 
herein by this reference the regulations and contract clauses required by 
those provisions to be made a part of Government contracts and 
subcontracts.

8.  Affirmative Action for Handicapped Workers

    In accordance with Exec. Order 11701, dated January 24, 1973, and Subpart 
22.14 of Subchapter D of Chapter 1 of Title 48 of the Code of Federal 
Regulations, as may be amended from time to time, the parties incorporate herein
by this reference the regulations and contract clauses required by those 
provisions to be made a part of Government contracts and subcontracts.

9.  Employment Reports on Special Disabled Veterans and Veterans of the 
    Vietnam Era

    (a) The contractor agrees to report at least annually, as required by the 
Secretary of Labor, on:

        (1) The number of special disable veterans and the number of 
veterans of the Vietnam era in the workforce of the contractor by job 
category and hiring location; and

        (2) The total number of new employees hired during the period covered 
by the report, and of that total, the number of special disabled veterans, 
and the number of veterans of the Vietnam era.

    (b) The above items shall be reported by completing the form entitled 
"Federal Contractor Veterans' Employment Report VETS-100."

    (c) Reports shall be submitted no later than March 31 of each year 
beginning March 31, 1968.

    (d) The employment activity report required by paragraph (a)(2) of this 
section shall reflect total hires during the most recent 12-month period as 
of the ending date selected for the employment profile required by paragraph 
(a) (1) of this section. Contractors may select an ending date: (1) as of the 
end of any pay period during the period January through March 1st of the year 
the report is due, or (2) as of December 31, if the contractor has previous 
written approval from the Equal Employment Opportunity Commission to do so 
for purposes of submitting the Employer Information Report EEO-1 (Standard 
Form 100).

    (e) The count of veterans reported according to paragraph (a) above shall 
be based on voluntary disclosure. Each contractor subject to the reporting 
requirements at 38 U.S.C. 2012(d) shall invite all special disabled veterans 
and veterans of the Vietnam era who wish to benefit under the affirmative 
action program at 38 U.S.C. 2012 to identify themselves to the contractor. 
The invitation shall state that the information is voluntarily provided, that 
the information will be kept confidential, that disclosure or refusal to 
provide the information will not subject the applicant or employee to any 
adverse treatment, and that the information will be used only in accordance 
with the regulations promulgated under 38 U.S.C. 2012. Nothing in this 
paragraph (e) shall preclude an employee from informing a contractor at a 
future time of his or her desire to benefit from this program. Nothing in 
this paragraph (e) shall relieve a contractor from liability for 
discrimination under 38 U.S.C. 2012.

     * Applies only if contract has further subcontracting opportunities.

    ** Applies only to businesses with 50 or more employees.

   *** Contractor must also adopt and comply with a small business and small 
       disadvantaged business subcontracting plan pursuant to Title 48 of the
       Code of Federal Regulations.



<PAGE>

                                     [CHASE LOGO]

[LETTERHEAD]

October 25, 1996

Mr. Stephen Katz
Chairman of the Board/Chief Executive Officer
Cellular Technical Services Company, Inc.
2401 Fourth Avenue
Seattle, Washington 98121

Dear Steve,

We are pleased to advise you that based upon your annual financial statements
for the fiscal year ending December 31, 1995, The Chase Manhattan Bank (the
"Bank") has approved your request for a secured line of credit for Cellular
Technical Services Company, Inc., in the aggregate amount of $5,000,000.  The
line of credit will be secured by a first priority perfected security interest
in all personal property of Cellular Technical Services Company, Inc.  Our
officers may, at their discretion, make short-term loans to Cellular Technical
Services Company, Inc., on such terms as are mutually agreed upon between us
from time to time.

Borrowings under this line of credit are intended to be used to meet your normal
short-term working capital needs and will bear interest at such a rate as shall
be mutually agreed upon by each of us from time to time.  This line of credit
has an associated administration fee of $4,000, payable in advance.

It is a condition that all outstandings under the line be repaid for a
consecutive 30 day period
 before the expiration date of this line.

As this line is not a commitment, credit availability is, in addition, subject
to your execution and delivery of such documentation as the Bank deems
appropriate and the receipt and continuing satisfaction with current financial
information, which information will be furnished to the Bank as it may from time
to time reasonably request.  This line of credit expires on September 30, 1997.

We are pleased to be of service and trust you will call upon us to assist in any
of your banking requirements.

Very truly yours,

/s/ Sallyanne K. Ballweg



<PAGE>

                                     [CHASE LOGO]

[LETTERHEAD]

November 8, 1996

Mr. Michael McConnell
Vice President and Chief Financial Officer
Cellular Technical Services Company, Inc.
2401 Fourth Avenue, Suite 808
Seattle, Washington 98121

Dear Mike:

I am in receipt of Kyle Sugamele's letter which contained the signed security
agreement and UCC filings for CTS.  All of the necessary documentation is now in
place for CTS to borrow under its $5,000,000 secured line of credit.

Very truly yours,

/s/ Sallyanne K. Ballweg


<PAGE>

[Logo] CHEMICAL
                            FORM OF PROMISSORY NOTE

                                                             Melville     , N.Y.
                                                      ------------------
$___________________________                          __________________, 19__


    On ____________________ (insert specific date or "DEMAND"), for value 
received, the undersigned hereby promises to pay to the order of CHEMICAL 
BANK (hereinafter the "Bank") at its offices at 395 North Service Road, 
Melville, N.Y. 
_______________________________________________________________________ DOLLARS
with interest payable on ___________________________ (specific date) and the 
last day of each month (quarter, month, etc.) thereafter (and at maturity) at a
per annum rate of 3/4 % above the Bank's Prime Rate (which shall be the rate of
interest as is publicly announced at the Bank's principal office from time to 
time as its Prime Rate), adjusted as of the date of each such change.  The 
foregoing rate shall be computed for the actual number of days elapsed on the 
basis of a 360-day year, but in no event shall be higher than the maximum 
permitted under applicable law.  Interest on any past due amount, whether at the
due date thereof or by acceleration, shall be paid at a rate of one percent per
annum in excess of the above stated rate, but in no event higher than the 
maximum permitted under applicable law.  Time for payment extended by law shall
be included in the computation of interest.

    The undersigned hereby grants to the Bank a lien on, security interest in
and right of set-off against all moneys, securities and other property of the
undersigned and the proceeds thereof now or hereafter delivered to remain with
or in transit in any manner to the Bank, its correspondents or its agents from
or for the undersigned, whether for safekeeping, custody, pledge, transmission,
collection or for any other purpose, or coming into possession, control or
custody of the Bank, Chemical Securities, Inc., or any other affiliate of the
Bank in any way, and, also, any balance of any deposit account and credits of
the undersigned with, and any other claims of the undersigned against, the Bank,
Chemical Securities, Inc., or any other affiliate of the Bank at any time
existing (all of which are hereinafter collectively called "Collateral"), as
collateral security for the payment of this note and all other liabilities and
obligations now or hereafter owed by the undersigned to the Bank, contracted 
with or acquired by the Bank, whether joint, several, direct, indirect, 
absolute, contingent, secured, unsecured, matured or unmatured (all of which are
hereafter collectively called "Liabilities"), hereby authorizing the Bank at any
time or times, without notice or demand, to apply any such Collateral or any 
proceeds thereof to any of such Liabilities in such amounts as it in its sole 
discretion may select, either contingent, unmatured or otherwise and whether any
other collateral security therefor is deemed adequate or not.  Undersigned 
authorizes the Bank  to deliver to others a copy of this note as written 
notification of the undersigned's transfer of a security interest in the 
Collateral. The Bank further is authorized at any time or times, without demand 
or notice to the undersigned, to transfer to or register in the name of its 
nominee or nominees all or any part of the Collateral and to exercise any and 
all rights, power and privileges (except that prior to an Event of Default the 
Bank shall not have the right to vote or to direct the voting of any 
Collateral).  The collateral security and other rights described herein shall be
in addition to any other collateral security described in any separate agreement
executed by the undersigned.

    In the event of: default in the prompt payment of any Liabilities; default
in any other indebtedness of the undersigned (which, for the purposes of this
sentence, means the undersigned or any guarantor, surety or endorser of, or any
person or entity which has pledged any of its property to secure, any
Liabilities); complete or partial liquidation or suspension of any business of
the undersigned; dissolution, merger, consolidation or reorganization of the
undersigned; death of or loss of employment by an individual or any member of
any partnership (if the undersigned is an individual or a partnership); failure
to furnish any financial information or to permit inspection of any books or
records at the Bank's request; a representation, warranty or statement of the
undersigned proving false in any material respect when made or furnished;
general assignment for the benefit of creditors or insolvency of the
undersigned; commencement of any proceeding supplementary to any execution
relating to any judgment against the undersigned; attachment, distraint, levy,
execution or final judgment against the undersigned or against the property of
the undersigned; assignment by the undersigned of any equity in any of the
Collateral without the written consent of the Bank; appointment of a receiver,
conservator, rehabilitator or similar officer for the undersigned, or for any
property of the undersigned; tax assessment by the United States Government or
any state or political subdivision thereof against the undersigned; the taking
of possession of, or assumption of control over, all or any substantial part of
the property of the undersigned by the United States Government, or any state or
political subdivision thereof, foreign government (de facto or de jure) or any
agency of any thereof; calling of a meeting of creditors, assignment for the
benefit of creditors or bulk sale or notice thereof; any mortgage, pledge of or
creation of a security interest in any assets without the consent of the holder
of this note; filing of a petition in bankruptcy, commencement of any proceeding
under any bankruptcy or debtor's law (or similar law analogous in purpose or
effect) for the relief, reorganization, composition, extension, arrangement or
readjustment of any of the obligations by or against the undersigned; then, and
in any of those events (each, an "Event of Default"), all Liabilities, although
otherwise unmatured or contingent, shall forthwith become due and payable
without notice or demand and notwithstanding anything to the contrary contained
herein or in any other instrument.  Further, acceptance of any payments shall
not waive or affect any prior demand or acceleration of these Liabilities, and
each such payment made shall be applied first to the payment of accrued
interest, then to the aggregate unpaid principal or otherwise as determined by
the Bank in its sole discretion.  The undersigned hereby irrevocably consents to
the IN PERSONAM jurisdiction of the federal and/or state courts located within
the State of New York over controversies arising from or relating to this note
or the Liabilities and IRREVOCABLY WAIVES TRIAL BY JURY and the right to
interpose any counterclaim or offset of any nature in any such litigation.  The
undersigned further irrevocably waives presentment, demand, protest, notice of
dishonor and all other notices or demands of any kind in connection with this
note or any Liabilities.  The undersigned shall be jointly and severally liable
hereon.

    The Bank may, at its option, at any time when in the judgment of the Bank
the Collateral is inadequate or the Bank deems itself insecure, or upon or at
any time after the occurrence of an Event of Default, proceed to enforce payment
of the same and exercise any of or all the rights and remedies afforded the Bank
by the Uniform Commercial Code (the "Code") or otherwise possessed by the Bank.
Any requirement of the Code for reasonable notice to the undersigned shall be
deemed to have been complied with if such notice is mailed, postage prepaid, to
the undersigned and such other persons entitled to notice, at the addresses
shown on the records of the Bank at least four (4) days prior to the time of
sale, disposition  or other event requiring notice under the Code.

    The undersigned agrees to pay to the Bank, as soon as incurred, all costs
and expenses incidental to the care, preservation, processing, sale or
collection of or realization upon any of or all the Collateral or incurred in
connection with the enforcement or collection of this note, or in any way
relating to the rights of the Bank hereunder, including reasonable inside or
outside counsel fees and expenses.  Each and every right and remedy hereby
granted to the Bank or allowed to it by law shall be cumulative and not
exclusive and each may be exercised by the Bank from time to time and as often
as may be necessary.


<PAGE>

The undersigned shall have the sole responsibility for notifying the Bank in
writing that the undersigned wishes to take advantage of any redemption,
conversion or other similar right with respect to any of the Collateral.  The
Bank may release any party (including any partner or any undersigned) without
notice to any of the undersigned, whether as co-makers, endorsers, guarantors,
sureties, assigns or otherwise, without affecting the liability of any of the
undersigned hereof or any partner of any undersigned hereof.

    Upon any transfer of this note, the undersigned hereby waiving notice of
any such transfer, the Bank may deliver the Collateral or any part thereof to
the transferee who shall thereupon become vested with all the rights herein or
under applicable law given to the Bank with respect thereto and the Bank shall
thereafter forever be relieved and fully discharged from any liability or
responsibility in the matter; but the Bank shall retain all rights hereby given
to it with respect to any Liabilities and Collateral not so transferred.  No
modification or waiver of any of the provisions of this note shall be effective
unless in writing, signed by the Bank, and only to the extent therein set forth;
nor shall any such waiver be applicable except in the specific instance for
which given.  This agreement sets forth the entire understanding of the parties,
and the undersigned acknowledges that no oral or other agreements, conditions,
promises, understandings, representations or warranties exist in regard to the
obligations hereunder, except those specifically set forth herein.

    If the undersigned is a partnership, the agreement herein contained shall
remain in force and applicable, notwithstanding any changes in the individuals
composing the partnership or any release of any partner or partners and their
partners shall not thereby be released from any liability. If this note is 
signed by more than one party, the terms "undersigned", as used herein, shall 
include mean the "undersigned and each of them" and each undertaking herein 
contained shall be their joint and several undertaking, provided, however, that 
in the phrases "of the undersigned", "by the undersigned", "against the 
undersigned", "for the undersigned", "to the undersigned", and "on the 
undersigned", the term "undersigned" shall mean the "undersigned or any of 
them"; and the Bank may release or exchange any of the Collateral belonging to 
any of the parties hereto and it may renew or extend any of the liabilities of 
any of them and may make additional advances or extensions of credit to any of 
them or release or fail to set off any deposit account or credit to any of them 
or grant other indulgences to any of them, all from time to time, before or 
after maturity hereof, with or without further notice to or assent form any of
the other parties hereto.  Each reference herein to the Bank shall be deemed to
include its successors, endorsees and assigns, in whose favor the provisions 
hereof shall also inure.  Each reference herein to the undersigned shall be 
deemed to include the heirs, executors, administrators, legal representatives, 
successors and assigns of the undersigned, all of whom shall be bound by the 
provisions hereof.

    The provisions of this note shall be construed and interpreted and all
rights and obligations hereunder determined in accordance with the laws of the
State of New York, and, as to interest rates, applicable Federal law.


By: Cellular Technical Services Company, Inc.    By:
   ------------------------------------------         -------------------------
  Address: 2401 Fourth Avenue                      Address:
           -----------------------------------               -------------------
           Seattle, Washington 98121



                                       ALL REFERENCES TO CHEMICAL BANK,
                                       THE CHASE MANHATTAN BANK, N.A.
                                       OR THE CHASE MANHATTAN BANK,
                                       (NATIONAL ASSOCIATION) SHALL MEAN
                                       THE CHASE MANHATTAN BANK, A
                                       NEW YORK STATE CHARTERED BANK.



<PAGE>
                                                                    EXHIBIT 4.3


                               STOCK PURCHASE AGREEMENT
                                           

         This STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of November
8, 1996 among CELLULAR TECHNICAL SERVICES COMPANY, INC., 2401 Fourth Avenue,
Seattle, Washington 98121, a Delaware corporation (the "Company"), and the
persons whose names and addresses are set forth on the signature page hereof
(each a "Purchaser").

                                      ARTICLE I
                                           
                          PURCHASE AND SALE OF COMMON STOCK
                                           
    1.1  PURCHASE AND SALE.  Upon the basis of the representations, warranties
and covenants, for the consideration, and subject to the terms and conditions
set forth in this Agreement, the Company agrees to sell to each Purchaser, and
each Purchaser agrees to severally purchase from the Company, the number of
shares of the Common Stock, $.001 par value of the Company set forth opposite
his name on the signature page hereof which shares total an aggregate of 400,000
shares (the "Shares") free and clear of all claims, liens, charges and
encumbrances of any nature whatsoever.  In consideration of the sale of the
Shares by the Company to the Purchasers, each Purchaser shall, on or before
November 12, 1996, pay in cash or wire funds to the Company the amount set forth
opposite his name on the signature page hereof.  The opinion of Parker Chapin

Flattau & Klimpl, LLP, counsel to the Company, concerning certain matters under
this Agreement shall be delivered to the Purchasers upon full payment of the
purchase price for the Shares.

                                     ARTICLE II
                                           
               REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

         The Company represents, warrants and covenants to each Purchaser as
follows:

    2.1  INCORPORATION AND ORGANIZATION.  The Company is a corporation duly
formed, validly existing and in good standing under the laws of the State of
Delaware and has full corporate power and authority to own and operate its
assets and properties and carry on its business as presently conducted and is
duly qualified to do business and is in good standing in all jurisdictions in
which the ownership or occupancy of its properties or its activities presently
makes such qualification necessary, except where the failure to so qualify or be
in good standing would not have a material adverse effect upon the businesses,
properties or assets of the Company.

    2.2  AUTHORITY AND VALIDITY.  The Company has all requisite corporate power
and authority to enter into this Agreement and to consummate the transactions
contemplated hereby, including without limitation the sale and issuance of the
Shares.  The execution and delivery by the Company of this Agreement and the
consummation by the Company of the transactions contemplated hereby have been
duly authorized by all necessary corporate action of the Company.  This
Agreement has been duly and validly executed and delivered by the Company and
constitutes a valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except as enforcement may be limited
by bankruptcy, insolvency or other similar laws affecting the enforcement of
creditors' rights generally and except that the availability of equitable
remedies, including specific performance, is subject to the discretion of the
court before which any proceeding therefor may be brought.  The Shares when
issued in accordance with this Agreement will be, duly and validly issued, fully
paid and nonassessable and free of pre-emptive rights by any shareholders of the
Company.

                                        -1-


<PAGE>
    
    2.3  CONSENTS AND APPROVALS.  Assuming the accuracy of the representation
of each Purchaser set forth in Section 3.5 hereof and except as may be required
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), in connection with the Company's registration obligation under Article IV
hereof, all authorizations, approvals and consents, if any, required to be
obtained from, and all registrations, declarations and filings, if any, required
to be made with all governmental authorities and regulatory bodies to permit the
Company to execute and deliver and to perform its obligations under, this
Agreement have been obtained or made, as the case may be, and all such
authorizations, approvals, consents, registrations, declarations and filings
(collectively, "Company consents and filings") are in full force and effect,
except where failure to obtain and/or maintain in full force and effect such
Company consents and filings would not have a material adverse effect upon the
execution and delivery of, and upon the performance of the Company's obligations
under, this Agreement.
    
    2.4  NO VIOLATIONS.  Neither the execution or delivery by the Company, nor
the consummation by the Company of the transactions herein contemplated, nor the
fulfillment by the Company of the terms and provisions hereof (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, governmental department, board, agency or
instrumentality or any arbitrator, applicable to the Company, (ii) will conflict
with, violate or result in a breach of, or constitute a default under, any of
the terms, conditions or provisions of the Company's certificate of
incorporation and by-laws, or (iii) will conflict with, violate or result in a
breach of, or constitute a default under, any of the terms, conditions or
provisions of any material loan agreement, indenture, trust, deed or other
agreement or instrument to which the Company is a party or by which it is bound,
except where such conflict, violation or breach will not have a material adverse
effect on the Company's execution, delivery, consummation or fulfillment of this
Agreement.

    2.5  PUBLIC DOCUMENTS.  As of the dates on which they were filed, none of
the Company's filings with the Securities and Exchange Commission (the "SEC")
since January 1, 1996 contained any untrue statements of a material fact or
omitted to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading.  The Company has registered its Common Stock pursuant to
Section 12 of the Exchange Act and the Common Stock is included for trading on
the NASDAQ Stock Market.  The Company has filed in a timely manner all material
required to be filed pursuant to all applicable reporting obligations under
either Section 13(a) or 15(d) of the Exchange Act for a period of at least 12
months prior to the date hereof. As of November 11, 1996 the Company has issued
and outstanding 22,212,708 shares of Common Stock.

    2.6  FULL DISCLOSURE.  There is no fact known to the Company (other than
general economic conditions known to the public generally) that has not been
disclosed in the Company's filings with the SEC that (i) is likely to have a
material adverse effect on the condition (financial or otherwise) or in the
earnings, business affairs, business prospects, properties or assets of the
Company and its subsidiaries taken as a whole or (ii) is likely to materially
and adversely affect the ability of the Company to perform its obligations
pursuant to this Agreement.

    2.7  EXEMPTION FROM SECURITIES ACT.  Assuming that the representations,
warranties and acknowledgments of each Purchaser provided for in Article III
hereof are true and correct, the sale of the Shares to each such Purchaser
pursuant to this Agreement will be exempt from the registration provisions of
the Securities Act and the registration provisions of any blue sky or other
state referred to as "blue sky laws") of any applicable jurisdiction.

                                          -2-


<PAGE>

                                     ARTICLE III
                                           
             REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS
                                           
    Each Purchaser severally represents, warrants and covenants to the Company
solely with respect to himself as follows:

    3.1  ORGANIZATION.  Each Purchaser which is not an individual has been duly
organized and is subsisting and has full power and authority to own and operate
its assets and properties and carry on its businesses as presently conducted.

    3.2  AUTHORITY.  Such Purchaser has all requisite power and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby.  The execution and delivery by such Purchaser of this Agreement and the
consummation by such Purchaser of the transactions contemplated hereby have been
duly authorized by all necessary action of such Purchaser.  This Agreement has
been duly and validly executed and delivered by such Purchaser and constitutes a
valid and binding obligation of such Purchaser enforceable against such
Purchaser in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency or other similar laws affecting the enforcement of
creditors' rights generally and except that the availability of equitable
remedies, including specific performance, is subject to the discretion of the
court before which any proceeding therefor may be brought.

    3.3  CONSENTS AND APPROVALS.  Assuming the accuracy of the representations
of the Company set forth in Section 2.3 hereof, all authorizations, approvals
and consents, if any, required to be obtained from, and all registrations,
declarations and filings, if any, required to be made with, all governmental
authorities and regulatory bodies to permit such Purchaser to execute and
deliver, and to perform its obligations under this Agreement have been obtained
or made, as the case may be, and all such authorizations, approvals, consents,
registrations, declarations and filings (collectively,  Purchaser consents and
filings") are in full force and effect, except where failure to obtain and/or
maintain in full force and effect the Purchaser consents and filings would not
have a material adverse effect upon the execution and delivery of, and upon the
performance of the Purchasers' obligations under, this Agreement.
    
    3.4  NO VIOLATIONS.  Neither the execution or delivery by such Purchaser of
this Agreement, nor the consummation by such Purchaser of the transactions
herein contemplated, nor the fulfillment by such Purchaser of the terms and
provisions hereof (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, governmental
department, board, agency or instrumentality or any arbitrator, applicable to
such Purchaser, or (ii) will conflict with, violate or result in a breach of, or
constitute a default under, any of the terms, conditions or provisions of any
material loan agreement, indenture, trust, deed or other agreement or instrument
to which such Purchaser is a party or by which he is bound, except where such
conflict, violation or breach will not have a material adverse effect on such
Purchaser's execution, delivery, consummation or fulfillment of this Agreement.

    3.5  INVESTMENT REPRESENTATION.  Such Purchaser is an accredited investor
within the meaning of Regulation D promulgated under the Securities Act and is
acquiring the Shares for his own account for investment purposes, and not with a
view to, or for resale in connection with, any distribution thereof within the
meaning of the Securities Act and that the Shares will not be resold except in
compliance with the Securities Act.  Such Purchaser understands that the Shares
have not been registered under the 


                                          -3-


<PAGE>

Securities Act or any blue sky laws in reliance, in part, upon the 
representations, warranties and covenants contained herein.  Such Purchaser 
also understands that he cannot offer for sale, sell or transfer the Shares 
except as provided below.

    3.6  TRANSFER RESTRICTIONS.  Such Purchaser agrees that the following
restrictive legend will be placed on certificates representing any or all of the
Shares and that transfer of any or all of the Shares may be refused by the
Company's transfer agent unless the Shares for which transfer is sought are
registered under the Securities Act and all other applicable federal securities
or blue sky laws or unless such Purchaser provide information satisfactory to
the Company that such registration is not required:

    "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
    1933, AS AMENDED (THE "SECURITIES ACT").  THE HOLDER HEREOF, BY
    PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT
    THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
    OTHER THAN (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
    SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
    UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY
    APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES."

    Such Purchaser agrees that the Shares being delivered pursuant to this
Agreement shall not be transferred by such Purchaser except (i) pursuant to an
effective registration statement under the Securities Act, or (ii) pursuant to
an exemption from registration under the Securities Act.  Each Purchaser
represents and warrants that he or it has (i) such knowledge and experience in
financial and business matters that he is capable of evaluating the merits and
risks of an investment in the Common Stock, (ii) all information deemed by him
or it to be necessary or appropriate to evaluate the risks and merits of an
investment in the Company Securities, (iii) received all information requested
from the Company and (iv) had the opportunity to ask questions of and receive
answers from representatives of the Company concerning the Company.

                                      ARTICLE IV
                                           
    4.1  REGISTRATION.   The Company, at its cost and expense as provided in
Section 5.3 below, agrees to effect the registration under the Securities Act
and relevant blue sky laws of the Shares (the "Registration Shares") in order to
permit their resale by the Purchasers in the manner selected by the Purchasers. 
The Company and the Purchaser shall cooperate in good faith in connection with
the furnishing of information required for such registration and the taking of
such other actions as may be legally or commercially necessary in order to
effect such registration.  Within 60 days following the date hereof, the Company
shall file a registration statement on Form S-3 with respect to the resale of
the Registration Shares and shall use its best efforts to cause such
registration statement to become effective as soon as practicable thereafter. 
Such best efforts shall include, but not be limited to, (i) promptly responding
to all comments received from the staff of the SEC, (ii) providing the
Purchaser's counsel with a contemporaneous copy of all written communications
from and to the staff of the SEC with respect to such registration statement,
(iii) promptly preparing and filing amendments to such registration statement
which are responsive to the comments received from the staff of the SEC, (iv)
furnishing to each Purchaser such number of copies of each prospectus included
in the registration statement for the Registration Shares, including each
preliminary prospectus, each of which shall be in conformity with the
requirements of the rules and regulations of the SEC, (v) notifying each
Purchaser at any time when a prospectus relating to such Registration Shares is
required to be delivered under rules and regulations of the SEC of the happening
of any event as a result of which the prospectus included in the registration


                                          -4-


<PAGE>

statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of circumstances then
existing, and promptly preparing and furnishing to each Purchaser a reasonable
number of copies of a supplement to or amendment of such prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such
Registration Shares, such prospectus shall not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances then existing, (vi) using its reasonable commercial efforts to
cause all Registration Shares to be included for trading on the NASDAQ Stock
Market and (vii) in instances where an exemption from such qualification is not
available, using its reasonable best efforts to register or qualify the
Registration Shares under the securities or blue sky laws of such jurisdictions
as each Purchaser shall reasonably request; provided, that the Company shall not
be required to register or qualify under the blue sky laws in states where the
Company is already cleared.  Once declared effective by the SEC, the Company
shall cause such registration statement to remain effective until the earlier of
(i) the sale by the Purchaser of all shares so registered or (ii) 360 days after
the effective date of such registration statement.

    (b)  In anticipation of the registration of the Registration Shares under
the Securities Act and the rules and regulations promulgated thereunder pursuant
to this Agreement, the Company will: (i) indemnify and hold harmless each
Purchaser and each other person, if any, who controls each Purchaser within the
meaning of the Securities Act (each such party, an "Indemnified Party"), to the
fullest extent permitted by law, against any losses, claims, damages or
liabilities, joint or several, to which any such Indemnified Party may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in the registration statement under which the Registration Shares were
registered under the Securities Act and the rules and regulations promulgated
thereunder, any preliminary prospectus or final prospectus contained therein or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; and (ii) promptly
reimburse each Indemnified Party on demand for any reasonable legal or any other
expenses reasonably incurred thereby in connection with investigating or
defending such loss, claim, damage, liability or action; provided, however, that
the Company will not be liable in any such case to the extent that any such
loss, claim, damage, liability or action arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in said registration statement, said preliminary prospectus, said
prospectus or said amendment or supplement in reliance upon and in conformity
with written information furnished to the Company by such Indemnified Party
specifically for incorporation therein.

    (c)  Each Purchaser will severally (i) indemnify and hold harmless the
Company and each other person, if any, who controls the Company within the
meaning of the Securities Act, to the fullest extent permitted by law, against
any losses, claims, damages or liabilities, joint or several, to which the
Company or such controlling person may become subject under the Securities Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement under which the Registration Shares were registered
under the Securities Act and the rules and regulations promulgated thereunder,
any preliminary prospectus or final prospectus contained therein or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading and (ii) promptly
reimburse the Company on demand and each other person, if any, who controls the
Company within the meaning of the Securities Act for any reasonable legal or any
other expenses reasonably incurred thereby in connection with investigating or
defending any such loss, claim, 

                                          -5-


<PAGE>

damage, liability or action, in each case under clause (i) or (ii) of this 
paragraph (c) to the extent and only to the extent that any such loss, claim, 
damage, liability or action arises out of or is based upon an untrue 
statement in said preliminary prospectus or said prospectus or said amendment 
or supplement in reliance upon and in conformity with written information 
furnished to the Company by such Purchaser specifically for incorporation 
therein.

    (d)  In addition to the indemnification and remedies provided above, each
of the Company, on the one hand, and each Purchaser severally on the other hand,
agrees to indemnify the other and hold the other harmless from and against any
and all losses, damages, liabilities, costs and expenses (including reasonable
attorneys' fees) which the other party may sustain or incur in connection with
the breach by the indemnifying party of any representation, warranty or covenant
made by it or him in this Agreement.

                                      ARTICLE V
                                           
                                    MISCELLANEOUS
                                           
    5.1  COLLATERAL AGREEMENTS, AMENDMENTS AND WAIVERS.  This Agreement
supersedes all prior documents, understandings and agreements, oral or written,
relating to this transaction and constitutes the entire understanding between
the parties with respect to the subject matter hereof.  Any modification or
amendment to, or waiver of, any provision of this Agreement may be made only by
an instrument in writing executed by the party against whom enforcement thereof
is sought.

    5.2  SUCCESSORS AND ASSIGNS.  Neither the Purchasers' nor the Company's
rights or obligations under this Agreement may be assigned, except that each
Purchaser may assign his rights hereunder to an affiliate or other purchaser in
a private transaction provided that (i) such affiliate or purchaser is deemed an
"accredited investor" within the meaning of Regulation D of the Securities
Act,(ii) the affiliate or purchaser certifies to the Company that he or it is an
"accredited investor" and (iii) the affiliate or purchaser shall execute and
deliver such documentation as the Company deems necessary to be bound by the
terms of this Agreement.  Any assignment in violation of the foregoing shall be
null and void.  Subject to the preceding sentences of this Section 5.2, the
provisions of this Agreement (and, unless otherwise expressly provided therein,
of any document delivered pursuant to this Agreement) shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.

    5.3  EXPENSES.  Each party shall pay all costs and expenses incurred by it
in connection with the negotiation, execution and delivery of this Agreement and
the transactions contemplated hereby.  The Company shall pay all costs and
expenses incurred in connection with the registration of the Registration Shares
pursuant to Article IV hereof, except that the Company will not be responsible
for paying Purchasers' legal costs or brokerage commissions incurred in
connection therewith.

    5.4  INVALID PROVISIONS.  If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws, then, if
possible such illegal, invalid or unenforceable provision will be modified to
such extent as is necessary to comply with such present or future laws and such
modification shall not affect any other provision hereof, provided that if such
provision may not be so modified such illegality, invalidity or unenforceability
will not affect any other provision, but this Agreement will be reformed,
construed and enforced as if such invalid, illegal or unenforceable provision
had never been contained herein.

    5.5  NOTICES.  In any case where any notice or other communication is
required or permitted to be given hereunder (including, without limitation, any
change in the information set forth in this 

                                          -6-


<PAGE>

Section 5.5) such notice or communication shall be in writing and (a) 
personally delivered, (b) sent by registered United States mail, postage 
prepaid, return receipt requested, (c) transmitted by telecopy or (d) sent by 
way of a recognized overnight courier service, postage prepaid, return 
receipt requested with instructions to deliver on the next business day, in 
each case as follows:

                   If to the Company, to:
                   
                   Mr. Stephen Katz, Chairman of the Board
                   Cellular Technical Services Company, Inc.
                   2401 Fourth Avenue
                   Seattle, Washington 98121
                   
                   with a copy to:
                   
                   Parker Chapin Flattau & Klimpl, LLP
                   1211 Avenue of the Americas
                   New York, New York 10036
                   Attention: Edward R. Mandell
                   
                   If to a Purchaser to his or its address
                   set forth on the signature page hereof
                   
                   with a copy to:
                   
                   Lawrence N. Rosen, Esq.
                   2925 Aventura Boulevard, Suite 308
                   Aventura, Florida 33180
                   
                   and
                   
                   Jeffrey M. Levine, CPA
                   1050 Lee Wagener Boulevard, Suite 301
                   Ft. Lauderdale, Florida 33315

    5.6  PUBLIC ANNOUNCEMENT.  Neither the Company nor the Purchaser shall
issue or cause the publication of any press release or other public announcement
with respect to the transactions contemplated by this Agreement without the
consent of the other party, which consent shall not be unreasonably withheld,
provided that the Company may make such disclosure as it deems appropriate
pursuant to its reporting obligations under the Exchange Act and that each party
may issue such press releases or public announcements as shall be required by
law.

    5.7  NO THIRD-PARTY BENEFICIARIES.  No person or entity not a party to this
Agreement or referred to in 5.2 hereof shall be deemed to be a third-party
beneficiary hereunder or entitled to any rights hereunder.

    5.8  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OR CHOICE OF LAW.  EACH OF THE PARTIES CONSENTS TO THE JURISDICTION
OF THE FEDERAL COURTS WHOSE DISTRICTS ENCOMPASSES ANY PART OF THE CITY OF NEW
YORK OR THE STATE COURTS OF THE 

                                          -7-


<PAGE>

STATE OF NEW YORK LOCATED WITHIN THE CITY OF NEW YORK IN CONNECTION WITH ANY 
DISPUTE ARISING UNDER THIS AGREEMENT AND HEREBY WAIVES, TO THE MAXIMUM EXTENT 
PERMITTED BY LAW, ANY OBJECTION, INCLUDING ANY OBJECTION BASED ON FORUM NON 
CONVENIENS, TO THE BRINGING OF ANY SUCH PROCEEDING IN SUCH JURISDICTIONS. 

    5.9  COUNTERPARTS.  This Agreement may be executed in two or more
counterparts, each of which may be executed by one or more of the parties
hereto, but all of which, when taken together, shall constitute but one
agreement binding upon each of the parties hereto.

    5.10 HEADINGS.  Headings contained in this Agreement are for convenience
only and shall in no manner be construed as part of this Agreement.

    5.11 GENDER.  Any reference to the masculine, feminine, or neuter gender
shall be a reference to such other gender as is appropriate.

    IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.

              CELLULAR TECHNICAL SERVICES COMPANY, INC.

              By: /s/ Stephen Katz
                 ____________________________________________
                   Stephen Katz, Chairman of the Board


              PURCHASERS                     NO. OF SHARES      PURCHASE PRICE
              ----------                     -------------      --------------
                                                120,000           $1,950,000
              /s/ Harvey Sandler
              _____________________
              Harvey Sandler
              17663 Lake Estates Drive
              Boca Raton, Florida 33496
              134-32-8652
              --------------------------
              Social Security No. 
                                                 60,000              975,000
              /s/ Phyllis Sandler
              ______________________
              Phyllis Sandler
              17663 Lake Estates Drive
              Boca Raton, Florida 33496

              098-30-9938                     
              --------------------------
              Social Security No.
                                                 65,000            1,056,250
              /s/ Ricky Sandler
              ______________________
              Fusion Partners L.P.
              c/o Ricky Sandler
              237 Park Avenue, Suite 801
              New York, New York l00l7

              13-3796083
              ---------------------------

                                             -8-


<PAGE>


              Social Security No. 
                                                  1,300               21,125
              /s/ Ricky Sandler
              _______________________
              Rising Stars Off Shore 
              Fund, Ltd.*
              c/o Ricky Sandler
              237 Park Avenue, Suite 801
              New York, New York 10017 
                                                  3,700               60,125
              /s/ Ricky Sandler
              ________________________
              Ricky Sandler
              237 Park Avenue, Suite 801
              New York, New York 10017

              083-62-9084
              ---------------------------
              Social Security No. 
                                                 10,000              162,500
              /s/ Andrew Sandler
              _________________________
              Andrew Sandler
              422 East 72nd Street, Apt. 33E
              New York, New York l0021
                        
              083-62-9085                            
              ---------------------------
              Social Security No. 
                                                120,000            1,950,000
              /s/ Martin Tash
              _________________________
              Martin Tash
              17049 Northway Circle
              Boca Raton, Florida 33496
                        
              109-32-3168                            
              ---------------------------
              Social Security No.

              /s/ Jeffrey M. Levine
              _________________________          10,000              162,500
              Jeffrey M. Levine
              3520 Magellen Circle, No. 737
              North Miami Beach, Florida 33180

              100-32-4034                              
              ----------------------------
              Social Security No. 
                                                 10,000              162,500
              /s/ David Ross
              __________________________
              David Ross
              6860 Lions Head Lane
              Boca Raton, Florida 33496
                        
              130-46-3895                             
              ---------------------------
              Social Security No.
                        
              *Off shore entity  

                                           -9-



<PAGE>


EXHIBIT 11.1   COMPUTATION OF EARNINGS PER SHARE

                    CELLULAR TECHNICAL SERVICES COMPANY, INC.
                        COMPUTATION OF EARNINGS PER SHARE
                                   (unaudited)


<TABLE>
<CAPTION>

                                                     THREE MONTHS ENDED             NINE MONTHS ENDED
                                                        SEPTEMBER 30,                 SEPTEMBER 30,
                                                ---------------------------   ---------------------------
                                                    1996           1995           1996           1995
                                                ------------   ------------   ------------   ------------
<S>                                             <C>            <C>            <C>            <C>
Primary earnings per share:
  Net income (loss) for calculation of
  primary earnings per share                    $     54,230   $ (1,183,421)  $ (4,436,767)  $   (447,784)
                                                ------------   ------------   ------------   ------------
                                                ------------   ------------   ------------   ------------

Weighted average number of shares outstanding     22,064,713     20,364,070     21,857,357     20,004,200

Dilutive effect of outstanding stock
  options - based upon the Treasury Stock
  Method using average market price (1)            1,524,012
                                                ------------   ------------   ------------   ------------

Weighted average number of shares, as
adjusted, for calculation of primary
earnings per share                                23,588,725     20,364,070     21,857,357     20,004,200
                                                ------------   ------------   ------------   ------------
                                                ------------   ------------   ------------   ------------

Primary earnings (loss) per share (2)           $        .00   $       (.06)  $       (.20)  $       (.02)
                                                ------------   ------------   ------------   ------------
                                                ------------   ------------   ------------   ------------
</TABLE>










- -------------------------
(1) Common Stock equivalent shares have not been considered in the calculations
for those periods during which the Company incurred net losses because the
effect would be antidilutive.

(2) Fully diluted earnings per share computations are not included since they
would not materially change results presented on the primary earnings per share
basis.


                                     Page 13





<TABLE> <S> <C>


<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 
ACCOMPANYING FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY 
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                       3,794,682
<SECURITIES>                                         0
<RECEIVABLES>                                7,114,620
<ALLOWANCES>                                    12,215
<INVENTORY>                                  3,991,903
<CURRENT-ASSETS>                            15,603,860
<PP&E>                                       5,275,567
<DEPRECIATION>                               2,644,297
<TOTAL-ASSETS>                              21,834,981
<CURRENT-LIABILITIES>                        7,301,223
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        22,209
<OTHER-SE>                                  14,511,549
<TOTAL-LIABILITY-AND-EQUITY>                21,834,981
<SALES>                                     13,246,362
<TOTAL-REVENUES>                            13,995,533
<CGS>                                        8,933,074
<TOTAL-COSTS>                               18,647,093
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                            (4,436,767)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (4,436,767)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (4,436,767)
<EPS-PRIMARY>                                   (0.20)
<EPS-DILUTED>                                   (0.20)
        

</TABLE>