Our business may be affected by our cash flows from operations and our ability to comply with, or obtain waivers of or changes to, our debt covenants

THIS AMENDMENT IS AN INTEGRAL PART OF THE AGREEMENT. THE TERMS USED HEREIN WHICH ARE DEFINED OR SPECIFIED IN THE AGREEMENT SHALL HAVE THE MEANINGS SET FORTH IN THE AGREEMENT. IF THERE ARE ANY INCONSISTENCIES BETWEEN THE PROVISIONS OF THIS AMENDMENT AND THE PROVISIONS OF THE AGREEMENT, THE PROVISIONS OF THIS AMENDMENT SHALL CONTROL.

RENEWAL OF AGREEMENT. The Renewal Term is effective as of the 1^st day of February 2004 and shall continue in effect through February 28, 2005 unless terminated pursuant to the Agreement.

AMENDMENT OF AGREEMENT. The following provisions amend the Agreement. Capitalized terms not otherwise defined in this Amendment and used in this section shall have the meanings ascribed thereto in the Agreement.

Section 6.3 of the Agreement is herby deleted and restated in its entirety:

Invoices will be prepared and sent to the persons and addresses designated by Verizon Wireless in each Authorization Letter.”

Exhibit A is hereby deleted and restated as set forth in the attached Exhibit A.

Attachment A-1 is hereby deleted and restated as set forth in the attached Attachment A-1.

Exhibit B is hereby deleted and restated as set forth in the attached Exhibit B.

Exhibit D is hereby deleted and restated as set forth in the attached Exhibit D.

Exhibit E is hereby deleted and restated as set forth in the attached Exhibit E.

Exhibit F is hereby deleted and restated as set forth in the attached Exhibit F.

Attachment F-1 is attached hereto and made part of this Agreement.

Attachment F-2 is attached hereto and made part of this Agreement.

Exhibit I is hereby deleted and restated as set forth in the attached Exhibit I.

Exhibit J is hereby deleted and restated as set forth in the attached Exhibit J.

Exhibit L is hereby deleted and restated as set forth in the attached Exhibit L.

Exhibit M is hereby deleted and restated as set forth in the attached Exhibit M.

EFFECT OF AMENDMENT. Except as amended hereby, the Agreement shall continue in full force and effect.

SEVERABILITY. If one or more provisions of this Amendment are held to be unenforceable under applicable law, such provision shall be excluded from this Amendment and the balance of the Amendment shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

COUNTERPARTS. This Amendment may be executed in any number of counterparts, each of which will be deemed an original, and all of which together shall constitute one instrument. This amendment may be executed originally or by facsimile, and when so executed and delivered shall be deemed to be an original. It shall become binding when executed and delivered by both parties.

ENTIRE AGREEMENT. This Amendment together with the Agreement and Authorization Letters issued pursuant to the Agreement, constitutes the entire Agreement and understanding between the parties with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous Agreements, understandings, arrangements, commitments, negotiations and discussions of the parties, whether oral or written (all of which shall have no substantive significance or evidentiary effect) with respect to the subject matter hereof. Each party acknowledges, represents and warrants that it has not relied on any representation, Agreement, understanding, arrangement, or commitment, which has not been expressly set forth in this Amendment, the Agreement or any previous amendment to the Agreement.