January 23, 2006

T-MOBILE’S DIRECT SALES SOLICITAIONS POLICIES – TRAINING MATERIALS – CERTIFICATION DOCUMENTS

Dear Prospective T-Mo= bile Dealers and Sub-Dealers:

T-Mobile USA, Inc. (“T-Mobile”) entered into a Consent Decree with the Federal Communications Commission (“FCC”) on November 23, 2005, which requires T-Mobile to implement measures to ensure compliance with the National Do-Not-Call Registry’s prohibition against unauthorized telemarketing and T-Mobile’s own well-established policy prohibiting = telemarketing.

To that end, T-Mobile recently re-published its policy against telemarketing, which is attached below and is entitled “T-Mobile Policy on Direct Sa= les Solicitations”. In addi= tion, T-Mobile has made available training materials regarding our no-telemarketi= ng policies in the form of a PowerPoint Presentation (attached below).

As part of T-Mobile’s ongoing compliance with the terms of the Consent Decree, T-Mobile requires that you certify to the following: (1) your compliance with T-Mobile’s Policy on Direct Sales Solicitation (the “Policy”); and (2) that you have trained your sales managers, supervisors and other sales representatives on the Policy to ensure your ongoing compliance with its terms. In addition, you are required to obtain signed Certifications from s= uch individuals for your files. T= hese obligations also apply to all new sales managers, supervisors and other sal= es representatives within thirty (30) days of hire. A form for such Certifications is attached herein.

Every principal/owner/operator of = your business is REQUIRED to sign and return a separate Certification in = the form provided to be considered as a potential T-Mobile Dealer or Sub-Dealer, and if approved as a Dealer or Sub-Dealer, you will be required to re-certi= fy your compliance on an ongoing, yearly basis. Certification forms should be atta= ched to your collateral packet and sent to T-Mobile for processing. If you fail to return the Certific= ation Form(s), T-Mobile reserves the right (if already approved) to immediately suspend your Dealer Codes and terminate your Sub-Dealer Agreement.

Compliance with the Consent Decree, The Federal Trade Commission’s Do-Not-Call r= ules and T-Mobile’s Policy is mandatory. Each individual telemarketing violation of the Do-Not-Call Registry may result in a regulatory fine or liquidated damages of up to $11,000, in addition to suspension of your activation codes or termination of your Sub-Dealer agreement.

If you have any questions, please contact your National Account Manager or ema= il legalfcc@t-mobile.com. Thank you in advance for your cooperation in this important initiative.

Sincerely,=

Karen Westrick

Senior Corporate Coun= sel

enclosures

= T-MOBILE, USA POLICY ON DIRECT SALES SOLICITATIONS=

(ALL DEALER CHANNELS)

<= i>I. &= nbsp; Direct and Mass Sales Solicitations Are Prohibited:<= /p>

Direct sales solicitations for the purpose of soliciting customers = or prospective customers to activate wireless service, upgrade their existing service or phone, purchase accessories for their T-Mobile phones, or otherw= ise purchase any other T-Mobile goods or services (“Direct Sales Solicitations”) are strictly prohibited under the T-Mobile Dealer Agreement.

Direct Sales Solicitations prohibited under this policy and the Dealer Agreement include, without limitation, solicitations that employ:

· &nb= sp; Telemarketing (outbound telephone solicitations to existing or prospective customers)

· &nb= sp; Unsolicited faxing

· &nb= sp; Unsolicited emailing

· &nb= sp; Landline-to-m= obile or mobile-to-mobile text messaging

· &nb= sp; Mass mailing = (without prior written consent from T-Mobile)

· &nb= sp; Extending targeted offers, by phone, mail, email or otherwise, based on a customer’s or prospective customer’s prescreened credit information, regardless of the source of such information, without the expr= ess written consent and approval of T-Mobile.

II. = Consequences For Engaging In Prohibited Direct Sales Solicitati= ons:

<= span style=3D'font-size:10.0pt;mso-bidi-font-size:12.0pt;mso-bidi-font-family:Ar= ial'>The Direct Sales Solicitations described above are damaging to the T-Mobile bra= nd and goodwill, and can result in violations of state and federal law. In addition to any penalties or fi= nes that may be imposed by state and federal agencies, Dealers and Sub-Dealers = who engage in Direct Sales Solicitations will be liable for significant damages= to T-Mobile, which include, without limitation, liquidated damages, plus attorneys’ fees and costs. In addition, any violation of the prohibition on Direct Sales Solicitations may result in the immediate termination of the Dealer Agreement and Sub-Dealer Agreement for cause.

<= i>

<= i>III. = Master Dealer Compliance

<= span style=3D'font-size:10.0pt;mso-bidi-font-size:12.0pt;mso-bidi-font-family:Ar= ial'>Master Dealers are dealers who are authorized to sell T-Mobile products and servic= es through independent Sub-Dealers. Master Dealers are liable for their employees’, sales representatives’, sub-dealers’ and other sales agents’ failure to comply with the Dealer Agreement and this important T-Mobile policy. All Master Dealers are required to establish and implement a compliance program to ensure complian= ce with T-Mobile’s Direct Sales Solicitations Policy within the time per= iod specified by T-Mobile. In add= ition, upon request by T-Mobile, principals of each Master Dealer and Sub-Sealer respectively must provide written and signed certifications that they have = and are continuing to adhere to T-Mobile’s Direct Sales Solicitations Pol= icy and have completed the following:

· &nb= sp; Provided trai= ning to existing and new Master Dealer principals, sales managers and sales supervisors on the T-Mobile’s Direct Sales Solicitations Policy.=

· &nb= sp; Provided trai= ning to existing and new Sub-Dealer principals, sales managers and sales supervi= sors on T-Mobile’s Direct Sales Solicitations Policy.

· &nb= sp; Provided peri= odic written reminders regarding T-Mobile’s Direct Sales Solicitations Pol= icy to all sales employees/representatives and Sub-Dealers.

<= span style=3D'font-size:10.0pt;mso-bidi-font-size:12.0pt;mso-bidi-font-family:Ar= ial; mso-bidi-font-weight:bold'>

III. = Dealer Compliance:

<= span style=3D'font-size:10.0pt;mso-bidi-font-size:12.0pt;mso-bidi-font-family:Ar= ial'>Dealers are liable for their employees’ and other sales agent’s/representative’s failure to comply with the Dealer Agreement and this important T-Mobile policy. Upon request by T-Mobile, Dealers = must provide written and signed certifications that they have and are continuing= to adhere to this Direct Sales Solicitations Policy and have completed the following:

· &nb= sp; Provided trai= ning to existing Dealer principals, and existing and new sales managers and sales supervisors on T-Mobile’s Direct Sales Solicitations Policy.

· &nb= sp; Provided peri= odic reminders regarding T-Mobile’s Direct Sales Solicitations Policy to a= ll sales employees/representatives.

Dealer Certificate of Compli= ance

Direct Sales Solicitations Policy a= nd Completion of Training

(Return signed copy to T-Mobile)

The undersigned certifies that all training and quarterly reminders with respect to T-Mobile’s Direct Sales Solicitations Policy have been delivered to existing and new sales managers and supervisors, and Sub-Dealers, if any, in accordance with T-Mobile’s Direct Sales Solicitations Policy, and that all such sales managers/supervisors and Sub-Dealers have been trained on the policy and ha= ve acknowledged that they will comply with the Policy, will not engage in any = of the following activities:

Ø Placing any outbound telephone calls to p= otential or existing subscribers to market, sell or otherwise solicit activations of T-Mobile products or services;

Ø Sending any facsimile communications to potential or existing subscribers to market, sell or otherwise solicit activations of T-Mobile products or services;

Ø Sending emails to potential or existing subscribers to market, sell or otherwise solicit activations of T-Mobile products or services;

Ø Sending any landline or mobile to mobile = text messages to potential or existing subscribers to market, sell or otherwise solicit activations of T-Mobile products or services; or =

Ø Prescreening directly or through any third party any customer or prospective customer’s credit without their exp= ress written consent, or extending any direct offer for T-Mobile’s product= s or services to any targeted group of customers based on such customers groups’ prescreened credit information.

The undersigned acknowledges that violation of the Policy will result in termination for ca= use.

DEALER NAME:=	&nbs= p;
PRINCIPAL/OWNER/O= FFICER (printed):	=
SIGNATURE:	=
TITLE:=	=
DATE:<= /span>	=

Sub-Dealer Ce= rtificate of Compliance

Direct Sales Solicitations Policy a= nd Completion of Training

(Return signed copy to T-Mobile)

The undersigned certifies that he/she has completed training on and understands and will co= mply with T-Mobile’s Policy on D= irect Sales Solicitations (the “Policy”). The undersigned furt= her certifies that he/she has also delivered training to all of its sales manag= ers and supervisors on the Policy, and will not engage in any of the following activities:

Ø Place any outbound telephone calls to potential or existing subscribers to market, sell or otherwise solicit activations of T-Mobile products or services;

Ø Send any facsimile communications to potential or existing subscribers to market, sell or otherwise solicit activations of T-Mobile products or services;

Ø Send emails to potential or existing subscribers to market, sell or otherwise solicit activations of T-Mobile products or services;

Ø Send any landline or mobile to mobile tex= t messages to potential or existing subscribers to market, sell or otherwise solicit activations of T-Mobile products or services; or

<= span style=3D'font-size:10.0pt;font-family:Wingdings;mso-fareast-font-family:Win= gdings; mso-bidi-font-family:Wingdings;mso-bidi-font-weight:bold'>Ø Prescreen directly or through any third p= arty any customer or prospective customer’s credit without their express written consent, or extend any direct offer for T-Mobile’s products or services to any targeted group of customers based on such customers groups’ prescreened credit information.

The undersigned acknowledges that each individual telemarketing violation of the Do-Not-Call Registry may result in a regulat= ory fine or liquidated damages of up to $11,000, in addition to immediate suspension of your T-Mobile activation codes and termination of your Sub-De= aler Agreement.

SUB-DEALER NAME:<= o:p>	&nbs= p;
= ADDRESS:	=
= CITY, STATE, ZIP:=	= =
= PRINCIPAL/OWNER/O= FFICER (printed):	=
= SIGNATURE:	=
= TITLE:=	=
= DATE:<= /span>	=

Individual Ce= rtificate of Compliance

T-Mobile Direct Sales Solicitations Policy and Completion of Training

(for Dealer File)

The undersigned certifies that he/she has completed training on, understands and will comply with T-Mobile’s Direct Sales Solicitations Policy. Specifically, the undersigned certifies that he/she will not engage in any of the following activities:

Ø Place any outbound telephone calls to potential or existing subscribers to market, sell or otherwise solicit activations of T-Mobile products or services;

Ø Send any facsimile communications to potential or existing subscribers to market, sell or otherwise solicit activations of T-Mobile products or services;

Ø Send emails to potential or existing subscribers to market, sell or otherwise solicit activations of T-Mobile products or services;

Ø Send any landline or mobile to mobile text messages to potential or existing subscribers to market, sell or otherwise solicit activations of T-Mobile products or services; or =

Ø Prescreen directly or through any third p= arty any customer or prospective customer’s credit without their express written consent, or extend any direct offer for T-Mobile’s products or services to any targeted group of customers based on such customers groups’ prescreened credit information.

The undersigned acknowledges that violation of the Policy will result in termination of his= /her ability to represent T-Mobile products and services and/or termination for cause.

______________________________________________<= o:p>

DATE

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SIGNATURE

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PRINTED NAME

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TITLE

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