[*] IMPORTANT NOTE: Certain material, indicated by four asterisks ("****"), has been omitted from this
document pursuant to a request for confidential treatment. The omitted material has been filed separately with the
Securities and Exchange Commission.
AND OVERSIGHT SERVICES AGREEMENT
THIS Agreement is executed as of the 29th day of December, 2000 between iPCS Wireless, Inc., a Delaware
corporation ("IPCS") and SDS Wireless, Inc., a Texas corporation ("SDS").
WHEREAS, IPCS has obtained the right to construct and operate a PCS network in certain areas pursuant to an
agreement titled "Sprint PCS Management Agreement dated January 22, 1999 between WirelessCo, L.P.,
Sprint Spectrum L.P. and Illinois PCS, L.L.C." and Addenda thereto (the "Sprint Agreement"). IPCS has need
for a firm to provide certain construction and oversight services described herein for the development of
approximately one hundred fifty (150) wireless communications sites of a PCS communications network in the
geographic area in the States of Iowa and Nebraska in the Basic Trading Areas ("BTAs") as set out on attached
Exhibit A (the "Project"); and
WHEREAS, SDS has a full understanding of the scope of services required to properly complete the Project,
and represents that it has the knowledge and experience necessary to provide such services and all other services
detailed herein; and the parties wish to set out their Agreement in writing.
NOW, THEREFORE, in consideration of the foregoing and of the covenants contained herein, the parties agree
1. Term. The term of this Agreement shall commence upon its full execution
and shall continue until the Project is complete, unless sooner terminated as provided herein.
2. SDS Responsibilities.
2.1 Scope of Services. The services proposed by SDS to complete the Project and for which SDS will be
responsible under this Agreement are set forth on attached Exhibit B, except to the extent any of the provisions
thereof are superseded