PUT AGREEMENT



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

30, 2000, by and among Eliska Wireless Investors I, L.P., a limited partnership

formed under the laws of the State of Alabama ("Investors"), Powertel, Inc., a

Delaware corporation ("Powertel"), and Sonera Holding B.V., a company organized

under the laws of the Netherlands ("Sonera") (Investors, Powertel and Sonera are

referred to individually herein as a "Party" and collectively as the "Parties").



                                   WITNESSETH:



         WHEREAS, Investors owns or has subscribed to purchase 5,000 shares, par

value US$0.01 per share (the "Shares"), of the common stock of Eliska Wireless

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



         WHEREAS, 4,900 of the Shares (the "Escrowed Shares") will be held, upon

acceptance of the above-referenced subscription by the Company, in escrow as

security under the Promissory Note attached as Exhibit A to the Stock Purchase

Agreement between Investors and the Company of even date herewith (the "Note")

pursuant to the terms and conditions of the Escrow Agreement attached as Exhibit

B to the Stock Purchase Agreement between Investors and the Company of even date

herewith ("Escrow Agreement");



         WHEREAS, 100 of the Shares (the "Initial Paid-In Shares") will be held,

upon acceptance of the above-referenced subscription by the Company, free and

clear of all liens;



         WHEREAS, in the event that Investors makes payment in full of all

amounts that are due under the Note through July 1, 2003, including, without

limitation, full payment of all principal and accrued interest under the Note

through such date, the Escrowed Shares shall be released from escrow, and

Investors will hold outright all of the Shares, free and clear of all liens;



         WHEREAS, Investors desires to have the right to cause Powertel to

purchase certain of the Shares and any securities issued as a dividend or

distribution with respect thereto or in exchange or replacement thereof under

the terms and conditions set forth herein; and



         WHEREAS, Powertel is willing to purchase certain of the Shares and any

securities issued as a dividend or distribution with respect thereto or in

exchange or replacement thereof on the terms and conditions set forth herein.



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

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

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

follows:





                                       1

<PAGE>   2



         SECTION 1. FIRST PUT OPTION.



         A.       For the thirty (30) day period beginning on October 1, 2001

and ending on October 30, 2001, Investors shall have the right, but not the

obligation, to sell all, but not less than all, of the Initial Paid-In Shares

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

in exchange or replacement thereof (the "Initial Subject Stock") to Powertel,

and Powertel shall be obligated to purchase the Initial Subject Stock from

Investors for the consideration and upon the terms and conditions set forth in

this Agreement (the "First Put"). Investors may exercise the First Put only by

giving effective written notice thereof (the "First Put Exercise Notice") to

Powertel on or before October 30, 2001. For the purposes hereof, the effective

date of the First Put Exercise Notice shall be known as the "First Put Notice

Date."



         B.       In payment for the Initial Subject Stock, at the closing that

is held pursuant to Section 1(C) below, Powertel shall deliver to Investors, at

the election of Investors, which election shall be set forth in the First Put

Notice as referenced in Section 1(A) hereof, either (i) $1,500,000, payable by

bank check or wire transfer (the "First Put Cash"), or (ii) thirteen thousand

nine hundred twenty-eight (13,928) fully paid and nonassessable shares of

Powertel's common stock, par value $0.01 per share (the "First Put Shares"), at

the option of Investors designated not later than the second business day

immediately preceding the First Put Closing (as defined in Section 1(D) below).

The Parties acknowledge and agree that the First Put Shares will be "restricted

securities" as such term is defined in Rule 144 promulgated pursuant to the

Securities Act of 1933, as amended, and the certificate representing the First

Put Shares will bear a restrictive legend to such effect. The number of First

Put Shares that is deliverable to Investors upon exercise of the First Put shall

be appropriately adjusted to account for any stock split, stock dividend, stock

combination or similar transaction involving or relating to the Powertel common

stock or Powertel which occurs between the date hereof and the First Put

Closing.



         C.       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 First Put is

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

agreeing to such Change of Control Transaction that this Agreement be

specifically assumed in writing by the party acquiring Powertel's stock or

assets (and by the party which is issuing the consideration in connection with

the Change of Control Transaction, if different), and the First Put shall

thereafter be exercisable for such securities and/or such other property as

Investors would have received if it had held the Powertel stock subject to the

First Put as of the date of the closing of the Change of Control Transaction

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