Microtubule pulling forces that govern mitotic spindle movement of chromosomes are tightly regulated by G-proteins. A host of proteins, including G␣ subunits, Ric-8, AGS3, regulators of G-protein signalings, and scaffolding proteins, coordinate this vital cellular process. Ric-8A, acting as a guanine nucleotide exchange factor, catalyzes the release of GDP from various G␣⅐GDP subunits and forms a stable nucleotide-free Ric-8A:G␣ complex. AGS3, a guanine nucleotide dissociation inhibitor (GDI), binds and stabilizes G␣ subunits in their GDP-bound state. Because Ric-8A and AGS3 may recognize and compete for G␣⅐GDP in this pathway, we probed the interactions of a truncated AGS3 (AGS3-C; containing only the residues responsible for GDI activity), with Ric-8A:G␣ il and that of Ric-8A with the AGS3-C:G␣ il ⅐GDP complex. Pulldown assays, gel filtration, isothermal titration calorimetry, and rapid mixing stopped-flow fluorescence spectroscopy indicate that Ric-8A catalyzes the rapid release of GDP from AGS3-C:G␣ i1 ⅐GDP. Thus, Ric-8A forms a transient ternary complex with AGS3-C:G␣ i1 ⅐GDP. Subsequent dissociation of AGS3-C and GDP from G␣ i1 yields a stable nucleotide free Ric-8A⅐G␣ i1 complex that, in the presence of GTP, dissociates to yield Ric-8A and G␣ i1 ⅐GTP. AGS3-C does not induce dissociation of the Ric-8A⅐G␣ i1 complex, even when present at very high concentrations. The action of Ric-8A on AGS3:G␣ i1 ⅐GDP ensures unidirectional activation of G␣ subunits that cannot be reversed by AGS3.Canonical G-protein signaling pathways are activated when agonist-bound heptahelical receptors, acting as guanine nucleotide exchange factors (GEFs), 2 promote the exchange of GDP for GTP on G␣ subunits present in G␣⅐GDP:G␥ heterotrimers (1-3). Upon binding GTP, conformational changes in the switch regions of G␣ subunits destabilize the heterotrimer and allow G␣⅐GTP to dissociate from G␥ subunits (4, 5). Downstream regulatory molecules such as the regulators of G-protein signaling (RGS) accelerate G␣-catalyzed GTP hydrolysis, allowing the G␣ subunits to revert to their resting GDP-bound conformation and priming them for the next receptor-induced G-protein cycle (6 -8). Receptor-mediated signaling accounts for the majority of G-protein-regulated cellular control mechanisms. However, during the past few years evidence has emerged that, in both lower and higher eukaryotes, multicomponent G-protein signaling systems, operating outside the realm of membrane-bound receptors, play significant roles in various biological processes (9). These include control of the generation of microtubule pulling forces during cell division (10 -16), synaptic signaling processes (17), and cardiovascular function (18). A receptor-independent G-protein-mediated signaling pathway, regulating a fundamental event such as asymmetric cell division, may involve proteins that can modulate G-protein nucleotide exchange in a manner that resembles the action of agonist-bound receptors and G␥ subunits. In nematodes, asymmetric cell division is a result of eccentr...