COMPASS TELECOM CONSTRUCTION MGMT AGREE

SERVICES AGREEMENT





This Agreement is entered into on this 1st day of August, 1998 by and between AirGate Wireless, LLC ("AirGate" or "Company"), a Delaware limited liability company, with a location at 4201 Congress Street, Suite 440, Charlotte, NC 28209 and COMPASS Telecom Services, LLC ("COMPASS" or "Service Provider"), a Georgia limited liability company with a location at 1230 Johnson Ferry Road, Suite F-10, Marietta, Georgia 30068.



WHEREAS, AirGate has entered into a Sprint PCS Management Agreement with SprintCom, Inc. to construct and operate a CDMA PCS network (the "PCS Network") in a Service Area that consists of 20 Basic Trading Areas in North Carolina, South Carolina and Georgia;



WHEREAS, the Sprint Agreement imposes specific technical and operational standards for the PCS network;



WHEREAS, the Sprint Agreement includes a Build Out Plan that requires AirGate to launch its PCS network to meet agreed to deadlines set forth in the Build Out Plan;



WHEREAS, AirGate has selected Compass to serve as its construction and project manager in design and construction of the PCS network; and



WHEREAS, COMPASS has provided certain Services to the Company prior to the execution of this Agreement and has received payment therefor towards the Contract Price.



NOW, THERFORE, in consideration of the mutual promises, covenants, and conditions herein contained, the Company and Service Provider agree as follows:



1. DEFINITIONS.

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The following terms shall have the meanings set forth below for purposes of this Agreement:



"Additional Services" means those services not included on Exhibit A to this Agreement that are governed by a Supplemental Statement of Services agreed to in writing by the Company and Service Provider.



"Build Out Plan" means the Build Out Plan attached as Exhibit 2.1 to the Sprint Agreement.



"Contract Price" means the fixed price for Services provided under this Agreement set forth in Section 3.1.

"Documentation" means all or any portion of the following: database summaries, flow charts, program listings, and other supporting or programming materials generated as part of this Agreement.



"PCS Network" means the CDMA PCS network to be constructed by the Company pursuant to the Sprint Agreement.



"Services" means the tasks, performances, reports, services, Documentation, and other items which are to be furnished by the Service Provider to the Company pursuant to this Agreement, including all writings, inventions, improvements or discoveries, whether or not copyrightable or patentable, which are written, conceived, made or discovered by Service Provider and are in any way related to the performance of this Agreement.



"Sprint Agreement" means the Sprint PCS Management Agreement between SprintCom, Inc. and AirGate Wireless, L.L.C. dated July 22, 1998.



"Sprint Standards" means the standards and program requirements set forth in the Sprint Agreement.



2. Services

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2.1 Services to be Provided. Service Provider will provide Company with

------------------------ the Services set forth in the Statement of Services attached to this Agreement as Exhibit A (Program Management, Construction Management, Material Management & Fixed Network). All Services will be provided on a full-time basis in a professional manner and will be of high grade, nature and quality.



2.2 Additional Services. Services not included in an exhibit hereto shall

-------------------- be considered Additional Services governed by a supplemental statement of services document (as provided for in Exhibit A) agreed to in writing by both parties before the performance of any Additional Services.



3. Payment

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3.1 Contract Price. Company shall pay Service Provider for the Services a

--------------- fixed price of * . All of the Service prices set forth in Exhibit A, including the prices for Additional Services, shall be fixed for the term of the Agreement.



3.2 Included Expenses. All travel, transportation, and per diem expenses

------------------ are included within the Contract Price. Other expenses such as, but not limited to, outside printing, overnight



_______________



* Confidential portions omitted and filed separately with the Commission.

delivery and office connectivity are also included within the Contract Price, but are subject to review and modification during the term of this Agreement. Any modifications that result in fees to the Company in excess of the Contract Price must be approved in advance and in writing by the Company.



3.3 Additional Expenses. Billing for any additional expense reimbursements

-------------------- must be approved by the Company and included along with normal monthly billings for Services. Payment for expenses will be handled in the same manner as described in Paragraph 3.1.



3.4 Credit Towards Contract Price. The Company has made payments to the

------------------------------ Service Provider for Services provided on an interim basis prior to the execution of this Agreement as set forth on Exhibit B. These payments will be credited towards payment of the Contract Price.



3.5 Payment Terms. Service Provider will submit invoices on a monthly

-------------- basis for payment of the portion of the Contract Price directly related to the Services provided during the prior month. The charges will be documented and include a detailed listing of Service Provider's time and/or expenses. The Company will pay invoices within thirty (30) days from the date or receipt by the Company. Service Provider shall accept no income, payment or compensation of any kind from any third party in connection with, or related in any way to the provision by such third party of goods or services of any kind to the Company.



3.6 Billing Address. Service Provider will submit invoices to Company at

---------------- the following address:



AirGate Wireless, LLC

230 Peachtree Street

Suite 1700

Atlanta, GA 30303

Attn: Ed Horner, President & COO



3.7 Payment Address. Payments willl be made to Service Provider at the

---------------- following address, unless otherwise requested by Service Provider:



COMPASS Telecom Services, LLC

1230 Johnson Ferry Road, Suite F-10

Marietta, GA 30068

Attn: Matt Prather or JC Massey, Vice President(s)



4. Term

----



4.1 Term. The term of this Agreement shall be for the period

---- beginning on May 1, 1998 and ending on the earlier of: (1) December 31, 2000; or (2) completion of the Services.

4.2 Renewal. This Agreement may be renewed or extended upon the written

-------- agreement of both parties.



4.3 Return of Property and Documentation upon Termination. Upon

------------------------------------------------------ termination of this Agreement, Service Provider will return to the Company all physical property and Documentation in the possession of Service Provider including, but not limited to, all equipment leased or purchased for Service Provider's use during the term of this Agreement. Notwithstanding anything herein to the contrary, any outstanding obligations for Services performed or to be performed hereunder which extends beyond the expiration or termination of the Agreement shall be concluded pursuant to the terms and conditions of this Agreement.



5. Service Provider's Representations and Warranties

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The Service Provider makes the following representations and warranties to the Company:



5.1 Due Incorporation and Formation. Service Provider is a limited

-------------------------------- liability company duly organized, validly existing and in good standing under the laws of (Georgia). Service Provider is qualified to do business and in good standing in every jurisdiction in which the Services are to be performed. Service Provider has the full power and authority to execute and deliver this agreement and to perform its obligations under this Agreement.



5.2 Authorization of Agreements. The execution, deliver ...