@Wireless

We grant franchises to establish and operate an @WIRELESS store (the "Franchise Business" or the "@WIRELESS Store") under a franchise agreement ("Franchise Agreement"). The Franchised Business is a retail store which features and offers for sale to the public cellular telephones, pagers and wireless cable units, wireless and cellular handsets, satellite systems, and paging, GPS, wireless data, and internet products and accessories, and cellular telephone services, pager services and other related goods and services, under the trade name "@WIRELESS." In order to become a franchisee, you will be required to operate your @WIRELESS store in accordance with our standards and specifications, and you will be required to sign a Franchise Agreement. We also grant franchises to establish more than one Franchised Business under an area development agreement ("Area Development Agreement") to be signed at the same time as or following the signing of a single unit Franchise Agreement.

The @WIRELESS System. The Franchised Business will operate according to a uniquesystem developed and owned by us (the "System"). The distinguishing characteristics of theSystem include distinctive business formats, methods, procedures, designs, layouts, standards, and specifications, and the Marks (defined below).

The Franchised Business will be operated in accordance with an Operations Manual("Operations Manual") to be provided to you. You will also be provided with the right to usecertain trade names, service marks, and other commercial symbols, including the@WIRELESS trademarks and service marks and associated logo, which have gained andcontinue to gain public acceptance and goodwill, and other additional trademarks, service marks and commercial symbols in conjunction with the operation of @WIRELESS stores(collectively, the "Marks").

The market for cellular telephones, pages, and wireless cable units, and other accessories, and for cellular telephone services, pager services, and other related goods and services, such as those that will be offered by the Franchised Business, is well developed and competitive. The Franchised Business will compete with other regional, national and local retail businesses that sell cellular telephone and pager services and goods. Your abilityto compete will depend upon such factors as consumer taste and local economic conditions.