Installment Payment Plan Note

Exhibit 10.3


INSTALLMENT PAYMENT PLAN NOTE ((Broadband Personal Communications Service, C Block): Auction Event No. 5)


US $11,878,574.40 Washington, D.C. March 28, 1997 License No.: PBB240C


FOR VALUE RECEIVED, the undersigned, D & E Investments, Inc., a Nevada Corporation ("Maker"), promises to pay to the order of the FEDERAL COMMUNICATIONS COMMISSION, an independent regulatory agency of the United States ("Payee" or "Commission"), the principal sum of $11,878,574.40 DOLLARS ("Principal Amount"), together with accrued interest, computed at the annual rate of seven percent (7.00%) per annum ("Annual Rate") on the unpaid Principal Amount hereof, from the date of this Note until the date the entire Principal Amount has been paid in full.


Interest and principal shall be payable as set forth below and in accordance with Schedule A attached hereto and made a part hereof:


Commencing March 31, 1997, Maker shall pay interest only at the Annual Rate, in equal consecutive quarterly installments of $207,875.05, due on the last day of the month and every ninety (90) days thereafter from March 31, 1997 through September 30, 2002.


Commencing December 31, 2002, Maker shall pay principal and in equal quarterly installments of $857,628.04, due on the last day of each month ninety (90) days hence through and including September 30, 2006.


The entire Principal Amount, together with accrued and unpaid interest thereon, and all remaining obligations of Maker hereunder, shall be due and payable on September 17, 2006 ("Maturity Date").


All interest shall be computed on the basis of a 360-day year for actual days elapsed.


All payments to be made hereunder, of principal, interest, costs, expenses, or other sums due hereunder, shall be made to the holder of this Note in lawful money of the United States of America, which at the time of payment shall be legal tender for the payment of public and private debts, free and clear and without reduction by reason of any present or future income, stamp or other taxes, levies, imposts, deductions, charges, compulsory loans or witbholdings whatsoever, including interest thereon or penalties with respect thereto, if any imposed, assessed, levied or collected by any political subdivision or taxing authority thereof or therein, on or in respect of this Note or the obligations it evidences. All payments shall be made during normal business hours at the Commission's designated lockbox location as set forth from time to time in the Commission's then-applicable orders and regulations and/or public notices.


This Note is secured by, and entitled to the benefits of, a Security Agreement (the "Security Agreement") of even date between Maker and Payee. All the terms, covenants, conditions and agreements contained in the Security Agreement are hereby incorporated herein and made part of this Note to the same extent and as if fully set forth herein. It is expressly understood by Maker that all of the terms of the Security Agreement apply to this Note, and that reference in the Security Agreement to "this Agreement" includes both the Security Agreement and this Note.


IT IS HEREBY EXPRESSLY AGREED THAT TIME IS OF THE ESSENCE FOR PERFORMANCE OF ALL TERMS AND CONDITIONS UNDER THIS NOTE AND THE SECURITY AGREEMENT.


A default under this Note ("Event of Default") shall occur upon any or all of the following:


a. non-payment by Maker of any Principal or Interest on the due date as specified hereinabove if the, Maker remains delinquent for more than 90 days and


(1) Maker has not submitted a request, in writing, for a
grace Period or extension of payments, if any such grace
period or extension of payments is provided for in the
then-applicable orders and regulations of the Commission;
or


(2) Maker has submitted a request, in writing, for a grace
period or extension of payments, if any such grace period
or extension of payments is provided for in the
then-applicable orders and regulations of the Commission,
and following the


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expiration of the grant of such grace period or extension
or upon denial of such a request for a grace period or
extension, Maker has not resumed payments of Interest and
Principal in accordance with the terms of this Note;


or;


b. Failure by Maker to comply with any other condition for holding the above referenced License (as defined in the Security Agreement) as set forth in the License or in the Communications Act of 1934, as amended, or the then-applicable orders and regulations of the Commission; or


c. violation by Maker of any other covenant or term of this Note or the Security Agreement.


Upon any Event of Default under this Note, Payee may assess a late fee and/or administrative charge, plus the costs of collection, litigation, attorneys' fees, and default payment as spe ...