PUT AGREEMENT





         THIS PUT AGREEMENT (the "Agreement") is made and entered into as of May

30, 2000, by and between Sonera Holding B.V., a company organized under the laws

of the Netherlands ("Sonera") and Powertel, Inc., a Delaware corporation

("Powertel") (Sonera and Powertel are referred to herein individually as a

"Party" and collectively as the "Parties").



                                   WITNESSETH:



         WHEREAS, Sonera has subscribed to purchase 7,525 shares, par value

US$0.01 per share (the "Shares"), of the Series B preferred stock of Eliska

Wireless Ventures I, Inc., a Delaware corporation (the "Company");



         WHEREAS, if Sonera consummates the purchase of the Shares, Sonera

desires to have the right to cause Powertel to purchase from Sonera the Shares

and all securities issued as a dividend or distribution with respect thereto or

in exchange or replacement thereof (collectively, with the Shares, the "Subject

Stock") under the terms and conditions set forth herein; and



         WHEREAS, Powertel is willing to purchase the Subject Stock from Sonera

on the terms and conditions set forth herein.



         NOW, THEREFORE, in consideration of the premises and mutual covenants

contained herein and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto agree as

follows:



         SECTION 1. PUT OPTION.



         A.       For the nine (9) month period beginning on October 1, 2001 and

ending on June 30, 2002, Sonera shall have the right, but not the obligation, to

sell all, but not less than all, of the Subject Stock to Powertel, and Powertel

shall be obligated to purchase the Subject Stock from Sonera for the

consideration and upon the terms and conditions set forth in this Agreement (the



"Put"). Sonera may exercise the Put only by giving effective written notice

thereof (the "Put Exercise Notice") to Powertel on or before June 30, 2002. For

the purposes hereof, the effective date of the Put Exercise Notice shall be

known as the "Put Notice Date."



         B.       From and after the date of this Agreement until the

termination hereof, if a transaction or event occurs that would cause Powertel

to acquire greater than 50% of the outstanding voting power of the Company

(whether by reason of an acquisition of the Company's stock by Powertel, a

default under indebtedness, or otherwise), Powertel shall deliver notice of such

event to Sonera, and notwithstanding any other provision of this Agreement, and

regardless of whether Sonera's Put is otherwise exercisable at the time of such

event, within ten





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(10) days after receipt of such notice from Powertel Sonera shall be required to

either: (i) exercise its right to require Powertel to purchase the Subject Stock

pursuant to the Put, upon the terms set forth in this Agreement; or (ii)

irrevocably and forever waive and relinquish all rights to exercise the Put.



         C.       In payment for the Subject Stock, at the closing that is held

pursuant to Section 1(E) below, Powertel shall deliver to Sonera one million

forty-four thousand five hundred sixty-eight (1,044,568) fully paid and

nonassessable shares of Powertel's common stock, par value $0.01 per share (the

"Powertel Put Shares"). The Parties acknowledge and agree that the Powertel Put

Shares will be "restricted securities" as such term is defined in Rule 144

promulgated pursuant to the Securities Act of 1933, and the certificate

representing the Powertel Put Shares will bear a restrictive legend to such

effect. The number of Powertel Put Shares that is deliverable to Sonera upon

exercise of the Put shall be appropriately adjusted to account for any stock

split, stock dividend, stock combination exchange, recapitalization or similar

transaction involving or relating to the Powertel common stock or Powertel which

occurs between the date hereof and the Put Closing (as defined in Section 1(E)

hereof).



         D.       Powertel agrees that, in the event that a transaction occurs

whereby all or substantially all of Powertel's stock or assets are sold or

transferred, whether by means of a merger, consolidation, tender offer or

otherwise (collectively, a "Change of Control Transaction"), if the Put is

exercisable or has been exercised, Powertel shall require as a condition to

agreeing to such Change of Control Transaction that this Agreement (including

the registration rights granted hereunder) be specifically assumed in writing by

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