SITE DEVELOPMENT ---------------- AND ---

EXHIBIT 99.4

SITE DEVELOPMENT
----------------

AND
---

BUILD TO SUIT AGREEMENT
-----------------------

THIS SITE DEVELOPMENT AND BUILD-TO-SUIT AGREEMENT (the "Agreement"),
is made and entered into as of this ____ day of November, _____ by and between
Triton PCS Property Company, L.L.C. ("Client") and American Tower, L.P.
("American Tower"),

W I T N E S S E T H:
- - - - - - - - - -

WHEREAS, Client desires American Tower to identify potential cell site
locations within specified search areas to be acquired or leased and to be
developed for use and occupancy by and in the lease to Client; and

WHEREAS, Client also desires to engage American Tower as an
independent contractor, upon the terms and conditions set forth herein, to
provide, or cause the provision of, among other things, ongoing services related
to each such selected cell site and American Tower desires to perform such
services for Client.

NOW, THEREFORE, for and in consideration of the premises, and other
good and valuable consideration, the receipt and sufficiency of which the
parties acknowledge, the parties agree as follows:

ARTICLE 1
---------

DEFINITIONS
-----------

1.01 DEFINITIONS.
-----------

(A) The following capitalized terms shall have the following
respective meanings for purposes of this Agreement:

"Acquisition" means the acquisition by American Tower in its name fee
simple title to or a leasehold interest in each Site, or other acceptable use
right, and the performance of all investigations, examinations, tests and
inspections, and other due diligence activities incidental thereto.

"Build-to-Suit Site" means a Site, its use rights, and the Tower and
Improvements on it that are obtained and constructed by American Tower at
American Tower's sole cost and expense and in its own name.

"Business Day" means any day other than a Saturday, Sunday or holiday
of the federal government of the United States of America.

"Client's Improvements" means any equipment and other facilities to be
provided by Client or American Tower and installed by American Tower on a Site,
including up to nine (9) panel antennas, twelve (12) 2 1/4" coax cables, two
(2) 6 foot microwave dishes (if copper or fiber T1 service is not available for
a reasonable cost as determined by Client), and a BTS or shelter pad.

"Completion," "Complete" or "Completed" means or refers, with respect
to a Site: (i) the receipt of all FAA and zoning approvals and other Permits in
accordance with all Governmental Requirements, (ii) the Site is ready for the
installation of Client's Improvements; (iii) receipt of a certificate of
occupancy or any other final municipal approval from the applicable Governmental
Authority; (iv) the issuance of a Completion Certificate if construction of a
Tower and Improvements is required; and (v) if American Tower has been engaged
to supervise and coordinate the their installation, the Client Improvements have
been installed.

"Completion Certificate" means the certificate of completion issued by
American Tower and accepted by Client with respect to the construction of a
Tower and Improvements on a Site stating that the Work is Completed.

"Completion Date" means the date on which the Tower and Improvements
are Completed, as required, with respect to a Site.

"Day" means a calendar day unless specifically stated to be a Business
Day.

"Development of Site" means and includes with respect to each Site (i)
the Acquisition of the Site, (ii) the performance of the Work and Services on
the Site, as required, and (iii) the Completion of the Site.

"Effective Date" means the date first above written, being the date on
which the parties have executed and delivered this Agreement.

"Excusable Delay" means a delay in the performance of the Work or
Services caused by a Force Majeure event requiring an extension of the Site
Schedule for any Site or the Project Completion Date.

"Force Majeure" means those events constituting excuse from timely
performance by American Tower of any duty or obligation required of it under
this Agreement.

"Governmental Authority" means any federal, state, county or municipal
governmental authority, including all executive, legislative, judicial and
administrative bodies thereof.

"Governmental Requirements" means (i) all federal, state and local
laws, ordinances, and regulations and all orders and decrees of all Governmental
Authorities, which in any manner affect the Work and Services provided under
this Agreement.

"Ground Lease" means a ground lease of a Site entered into by American
Tower or Client, as the case may be, substantially in the form agreed to by
American Tower and Client.

"Improvements" means, among other things, with respect to new
construction on a Site: (i) an equipment pad or raised platform capable of
accommodating exterior cabinets, electrical and other utilities service and
access for the placement and servicing of Client's Improvements; (ii) a
grounding ring; (iii) fencing; (iv) signage; (v) connections for utility
service; and (vi) hardware constituting a tower platform to hold Client's
Improvements, as more particularly described in the Specifications attached as
Exhibit D.

"Intended Use" has the meaning ascribed to such term in the Master
Lease.

"Master Lease" means the Master Lease between Client and American
Tower relating to Client's use of Build-to-Suit Sites, in the form attached as
Exhibit E.

"Other Tenant" means any other Person entitled to use any Build-to-
Suit Site under agreement between American Tower and the Other Tenant.

"Permits" means any and all certificates, licenses, permits,
authorizations, consents, special use permits and other approvals by the
applicable Governmental Authorities having jurisdiction in such matters required
to be obtained, issued, granted or received for the performance of the Work and
Services, including, as required, the Completion of any Tower and Improvements.

"Person" means any individual, firm, corporation, partnership, limited
liability company, trust, unincorporated business association or Governmental
Authority.

"Project" means American Tower's Acquisition of all the Sites and
performance of the Work and Services to be performed on or with respect to all
Sites as set forth in this Agreement.

"Project Completion Date" means the date on which the last Site
Completion Certificate is accepted by Client subject to extension as otherwise
provided in this Agreement.

"Project Schedule" means a timetable for the Project consisting of all
material components and events for the Completion of the Project, and the time
periods necessary for the various aspects of it, including revisions and
adjustments permitted by the terms of this Agreement, as set forth in Exhibit C.

"Services" means all services required to be performed or procured by
American Tower pursuant to the terms and conditions of this Agreement,
including, without limitation: (i) provision of cell site searching services in
search areas designated by Client; (ii) Acquisition of the Sites; (iii)
construction and installation of a Tower and Improvements on the Sites as
required; and (iv) as applicable, American Tower's supervision and coordination
of the installation of the Client Improvements, all as more particularly
described in this Agreement.

"Site" means any site that becomes part of the Project pursuant to
Client's selection.

"Site Lease" means the Site Lease between Client and American Tower
relating to Client's use of a specific Build-to-Suit Site, in the form attached
as an exhibit to the Master Lease.

"Site Schedule" means a timetable prepared by American Tower and
approved in writing by Client with respect to each Site which graphically
describes the time periods and completion dates for each of the activities
necessary to complete the Development of such Site, in the form of and
consistent with Exhibit C.

"Specifications" means the drawings and technical specifications and
standards for the Towers and Improvements and other installations on Sites, as
set forth in Exhibit D

"Tower" means a radio tower structure constructed and installed by
American Tower pursuant to this Agreement.

"Work" means the American Tower's construction and installation of the
Tower and Improvements on a Site in accordance with the Specifications, whether
such Tower and Improvements are to be owned by Client or American Tower.

(B) Any other capitalized terms used in this Agreement shall have the
respective meanings given to them elsewhere in this Agreement.

ARTICLE 2
---------

AGREEMENT DOCUMENTS
-------------------

This Agreement shall consist of the following documents, as amended
from time to time by the written agreement of the parties:

(A) this Agreement document;

(B) the following Exhibits, which are incorporated herein by
this reference:

Exhibit A Scope of Work

Exhibit B Payments

Exhibit C Schedules & Personnel

Exhibit D Specifications

Exhibit E Master Lease

ARTICLE 3
---------

SCOPE OF WORK; PAYMENT; SCHEDULE;
---------------------------------

NATURE OF THE ENGAGEMENT
------------------------

3.01 SCOPE OF WORK. Client hereby engages American Tower to perform
-------------
the Work and Services as set forth in Exhibit A, "Scope of Work". American
Tower hereby accepts such engagement in accordance with the terms and conditions
of this Agreement.

In addition to the scope of services defined in the Exhibits, American Tower is
responsible for every item identified in the Responsibility Matrix (Exhibit C-6)
as a American Tower responsibility. American Tower shall devote such time and
resources as are necessary to ensure proper and expeditious completion of its
duties hereunder and shall make available to Client the full range of its
expertise and experience in constructing wireless systems, using the methods for
wireless site development that will ensure speed of delivery and simplification
of the required work.

The scope includes approximately 115 Build to Suit Sites and includes the Site
Development work associated with these Build to Suit Sites. Any Sites that
become collocations in accordance with Exhibit A-4, paragraph 2.1 will be
removed from the scope of this Agreement and be completed under the separate
Site Acquisition, Zoning and Construction Supervision Master Services Agreement,
Amendment No. 1, dated September 30, 1998, between American Tower and Client.

3.02 PAYMENTS. American Tower's compensation for the Project or any
--------
part thereof shall be as set forth in Exhibit B, "Payments".

3.03 SCHEDULE.
---------

Within 21 days after execution of this Agreement, Client and American Tower
shall agree upon the schedule for the completion of Services on a site-by-site
basis which will replace Exhibit C to this Agreement. The schedule will contain
milestone dates for completion by American Tower of the following milestones:
Site Selection, Site Acquisition, Site Zoning, Building Permit, Construction
Start and Construction Complete. This Agreement shall terminate upon notice by
either party to the other if the parties are unable, after good faith
negotiations, to agree to a schedule within the allotted 21 days.
Notwithstanding the foregoing, American Tower agrees to proceed working under
this Agreement, including deploying necessary personnel, immediately after
execution of this Agreement as set forth in Exhibits C-4 and C-5, provided,
however, that Client shall reimburse American Tower for all reasonable costs
incurred in so proceeding, should the Agreement be terminated on account of the
parties' inability to agree on a schedule as provided above.

Following approval of the schedule by Client, American Tower shall thereafter,
for the term of this Agreement, provide Client with not less than a written
weekly report outlining the progress made to attain the previously-agreed to
schedule, which reports must include the information required by Exhibit A-12.

Any proposed change in schedule which results in a time extension of one week or
greater on an individual site basis shall be clearly noted and the reasons
therefore shall be explained in writing. Client may, in its sole discretion,
agree to a time extension from the detailed schedule originally provided.
Notwithstanding the foregoing, American Tower shall be entitled to a reasonable
time extension for any delay caused by Client, and delay caused by an event of
Force Majeure shall be governed by Article 9 of the Agreement. American Tower
shall attend all project meetings reasonably requested by Client. American Tower
further agrees to the maximum average cycle times set forth in Exhibit C-2.

Within 5 days after execution of this agreement, American Tower will provide an
Organization Chart and Staffing Plan that will replace Exhibit C-5. Within 10
days after execution of this agreement American Tower will provide a revised
Exhibit C-4 indicating at minimum all Managers by name. Within 20 days of the
execution of this agreement Exhibit C-4 will be revised by American Tower to
indicate the names of all personnel set forth on Exhibit C-4.

The term of this Agreement shall commence on the Effective Date, and shall
continue until (i) terminated as provided herein; or (ii) performance of the
Agreement is extended as a result of an Excusable Delay.

3.04 WITHDRAW OF SITES. If American Tower has not completed Services
-----------------
in accordance with the Schedule identified in Exhibit C or the Maximum Average
Cycle Times identified in Exhibit C-2, with respect to a Site, then, in addition
to any other remedy allowed under the Agreement, Client may withdraw that Site
if American Tower fails to cure such default within fifteen (15) days of receipt
of written notice thereof; provided, however, that if such failure shall
necessitate longer to cure than fifteen (15) days, then such cure period shall
be extended for such time as is reasonably necessary to cure such default (not
to exceed sixty (60) days). American Tower will not be compensated for work
performed prior to such withdrawal.

3.05 RELATIONSHIP. The parties agree to reasonably cooperate with
------------
each other in the performance of this Agreement. Client and American Tower, in
the performance of this Agreement, will be acting in their individual capacities
and not as employees, partners, joint venturers, agents or associates of one
another. In the performance of this Agreement, American Tower is, and shall at
all times during the term of this Agreement be, an independent contractor.
Nothing contained in this Agreement creates the relationship of a joint venture,
partnership, association or agency between the parties. No party shall have any
authority to bind or otherwise obligate the other. Persons retained by either
party as employees or agents shall not be deemed to be employees or agents of
the other party.

3.06 PROJECT PERSONNEL.
-----------------

(A) American Tower shall employ only competent and able
personnel for the performance of American Tower's obligations under this
Agreement, including, without limitation, contractors and subcontractors that
are properly licensed and legally qualified to construct the

Towers and Improvements and complete the Work and Services on each Site, as
required. American Tower shall, at all times during the term of this Agreement,
keep a sufficient number of qualified personnel to the extent required to
Complete the Project by the Project Completion Date pursuant to the Site
Schedules and Project Schedule. American Tower shall have exclusive control of
and direction over the Persons engaged in the performance of American Tower's
obligations under this Agreement.

(B) American Tower will be responsible to Client for the
actions and conduct of all American Tower's employees, agents, consultants,
advisors, contractors and subcontractors employed in the performance of this
Agreement, including their compliance with Governmental Requirements.

(C) Notwithstanding the foregoing, Client has the right at any
time upon written notice to require the removal of any employee of American
Tower or subcontractor utilized or supervised by American Tower for reasonable
cause in Client's sole discretion. Resumes will be provided for review and
approval prior to American Tower's employees starting work on this project.
American Tower will not remove any personnel once assigned to the project and
accepted by Client without prior written agreement with Client, except for
personal and compassionate reasons upon mutual agreement by American Tower and
Client. Further, personnel involved in site acquisition activities may be
reassigned at American Tower's discretion and Client's consent, after five (5)
or fewer site rings remain to be administered.

3.07 QUALITY STANDARD. American Tower agrees to perform its
----------------
obligations and furnish its Work and Services hereunder properly, diligently,
and in good faith, in accordance with the standards of its industry, to Client's
reasonable satisfaction and in accordance with all applicable Governmental
Requirements. American Tower shall implement quality control procedures
sufficient to ensure compliance with the Specifications and shall otherwise
maintain quality standards for the Work and Services at least equal to the
normal quality standards applied by American Tower prior to the date of this
Agreement.

3.08 EXPANSION IN SCOPE OF PROJECT. The parties may agree to add
-----------------------------
additional cell sites to this Agreement (the "Additional Sites"), within
Georgia, North Carolina, and south Carolina, on the same terms and conditions as
are applicable to the original Sites.

Client may make changes at any time to the general scope of the
Services contained herein only by means of a written order (a "Change Order")
issued by American Tower and approved by Client. Any Change Order that exceeds
the scope of Services and which requires additional services on the part of
American Tower may result in an adjustment of the price to be paid to American
Tower. American Tower shall, upon receipt of a written request for a Change
Order from Client, provide Client with an estimate of additional charges
required to complete the proposed Change Order. Prior to commencement of
additional work, the proposed Change Order shall be approved in writing by a
Client representative. Any charges for additional work commenced by American
Tower without a written Change Order approved by a Client representative may be
denied by Client, in full or in part, in its sole discretion.

3.09 CONTRACT CLOSEOUT. Prior to submitting a final invoice for
-----------------
payment for any site, American Tower must provide to Client the documentation
set forth in Exhibit A-14.

ARTICLE 4
---------

SITE IDENTIFICATION, SELECTION, AND ACQUISITION
-----------------------------------------------

4.01 PROPOSAL OF CELL SITES. American Tower shall propose to Client
----------------------
up to three (3) viable cell site locations within each radio frequency search
area set forth in Exhibit C, "Search Rings," in accordance with the Project
Schedule. American Tower shall not propose any such potential cell site unless
it reasonably believes that such site meets the requirements of this Agreement
for a Site in all material respects. Not later than five (5) Business Days
after receipt of any such proposal as to any potential cell site, Client shall
notify American Tower as to which (if any) of such proposed cell sites is
acceptable, whereupon such cell sites shall become Sites for all purposes of
this Agreement. If no potential cell site is approved because the proposed site
or sites fail to meet the requisite specifications, then American Tower shall
provide a minimum of one additional viable candidate, or indicate in writing why
such additional viable candidates are not available, and no adjustment shall be
made to the Completion Date, unless such failure to meet the requisite
specifications is for reasons beyond American Tower's control.

4.02 BUILD-TO-SUIT DETERMINATION. Where new construction of a Tower
---------------------------
and Improvements will be required for a Site selected by Client, the Site shall
be a Build-to-Suit Site, provided however, that Sites that must be built with
"stealth" Towers shall be Build-to-Suit Sites only upon the mutual agreement of
the parties. If the Site is determined to be Build-to-Suit Site, American Tower
shall lease an exclusive space on the Build-to-Suit Site (the Premises) to
Client, and Client shall accept and rent such Premises from American Tower, all
pursuant to and in accordance with the terms and conditions set forth in this
Agreement, the Master Lease and a Site Lease for such Site. American Tower
shall have the right to lease any Build-to-Suit Site to Other Tenants, on any
terms and conditions acceptable to American Tower, so long as such Other Tenants
do not materially interfere with Client's Intended Use.

4.03 ACQUISITION; ZONING AND LAND USE APPROVAL SERVICES.
--------------------------------------------------

(A) Once Client has selected a Site, American Tower shall
acquire fee simple title to or a leasehold interest in the Site, or other
acceptable use right in American Tower's name for a Build-to-Suit Site, to allow
Development of the Site.

(B) American Tower shall: (i) compile and review all existing
relevant data with respect to each Site from a seller or lessor of such Site and
any and all Governmental Authorities having jurisdiction thereof, and any other
Persons who may have relevant information necessary to develop each Site; (ii)
cause to be performed any and all reasonable and customary analyses,
examinations, investigations, tests and inspections of each Site, including, but
not limited to, environmental studies, surveys, geotechnical studies, soil
borings and the like and cause to be accurately completed and returned to Client
with respect to each Site, the Closeout Documentation

consistent with the form attached hereto as Exhibit A-14; (iii) make, or cause
to be made, inquiries of all Governmental Authorities and Persons who will
furnish electric power, telephone service or any other utility to each Site as
to any matters which may affect or be necessary to the Development of each Site;
(iv) determine all Governmental Requirements necessary for the Development of
each Site, including, but not limited to, zoning laws or regulations. American
Tower shall perform or supervise the activities described in items (i) through
(iv) above, and, upon Client's request, shall deliver to Client copies of all
written reports, memoranda or material correspondence prepared by or for
American Tower with respect to the foregoing.

4.04 GOVERNMENTAL APPROVALS AND PERMITS.
----------------------------------

(A) American Tower shall obtain, or caused to be obtained, the
consent or approval of all Governmental Authorities, and all Permits necessary
for, the Development of each Site and the Project.

(B) Except where prohibited by applicable laws, American Tower
shall be the applicant for any and all necessary Permits. American Tower shall
coordinate and manage all professional and technical services required in
connection with the preparation and filing of applications for and obtaining all
Permits. American Tower shall be responsible for diligently preparing and filing
all applications for, and pursuing and obtaining, the Permits. Client shall
provide reasonable assistance to American Tower in securing the Permits.

ARTICLE 5
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CONSTRUCTION
------------

5.01 GENERAL. American Tower shall cause the Towers and the
-------
Improvements to be constructed and installed diligently and in a timely fashion,
in a good and workmanlike manner, in accordance with the Specifications and all
applicable laws, and in accordance with the terms and conditions of this
Agreement, and in particular this Article.

5.02 PROGRESS AND INFORMATION.
------------------------

(A) The parties shall hold progress meetings, and American
Tower shall submit progress reports to Client on a weekly, bi-weekly or monthly
basis as may be agreed between parties. Progress reports will show for each
Site, at a minimum, and not by way of limitation, all dates and schedules
referred to in the applicable Site Schedule, any anticipated delays, other
relevant information, and the corresponding activity period. In addition, Client
may request and American Tower shall facilitate progress meetings with American
Tower's key managers and subcontractors, including the establishment of
oversight committees to monitor specific work in progress on Sites at times and
locations agreed upon by Client and American Tower in writing no less than seven
days prior to such meetings. Progress reports shall be for planning purposes and
monitoring compliance with this Agreement.

(B) Should any information or approval be required from Client
as Work progresses, American Tower shall request such information or approval in
writing. Client shall respond in writing to such requests no later than five (5)
days following receipt of the request.

5.03 PERFORMANCE OF THE WORK. American Tower shall have the
-----------------------
responsibility and obligation to perform the Work in accordance with the
Specifications. American Tower shall provide a management team or a
representative on each Site to provide supervision and administration of the
Completion of the Work for each such Site. American Tower shall establish and
implement coordination and communication procedures between American Tower and
Client including procedures for reviewing and processing requests for
clarifications and interpretations of the Specifications. American Tower shall
receive operation and maintenance manuals, warranties and guarantees for
materials and equipment used in the Completion of the Project and shall deliver
this information to Client upon Completion of the Project.

5.04 SCHEDULE ADJUSTMENTS.
--------------------

(A) Upon the occurrence of an event of Force Majeure, the Site
Schedule for any affected Site and, as necessary, the Project Schedule, shall be
adjusted to reflect all additional time which will be required as a result of
such event for the performance of any of the duties or obligations of American
Tower under this Agreement, which adjustment shall be subject to the written
agreement of Client and American Tower, as provided in SECTION 5.04(B).

(B) Within five (5) Business Days after the receipt of any
request from American Tower for a change to any Site Schedule or the Project
Schedule, Client shall notify American Tower in writing of its approval or
disapproval of such proposed change. If the parties do not agree on the
appropriate change to any Site Schedule or the Project Schedule, the
disagreement shall be resolved as a dispute under this Agreement.

5.05 CLIENT APPROVAL. Client will have the right to approve or
---------------
reject the quality of all materials, equipment and systems to be used in the
Completion of the Towers and Improvements, provided that Client's rejection of
materials, equipment, or systems that satisfy the requirements of the
Specifications shall result in an appropriate adjustment in the schedule and
Client shall compensate American Tower for any increased costs of providing
other materials, equipment, or systems.

5.06 COMPLIANCE WITH REQUIREMENTS, LICENSES, BONDS. American Tower
---------------------------------------------
shall comply with all Governmental Requirements, including environmental, health
and safety requirements imposed by Governmental Authorities, as of the Effective
Date, as they relate to the Work and Services. American Tower shall, at its own
cost and expense, procure and maintain all licenses required by local, state or
federal regulatory agencies and authorities with respect to the construction.
American Tower shall obtain, or cause to be obtained, all required bonds
necessary or advisable for the commencement of construction and Completion of
the Work with respect to each Site.

5.07 SPECIFICATION CHANGES. If Client requests changes to any
---------------------
Specifications, American Tower shall promptly make such changes to the
Specifications, and the Site Schedule for any affected Site or the Project
Schedule shall be adjusted as may be necessary or required. In addition, Client
shall compensate American Tower for any increased costs attributable to such
change in any Specifications.

5.08 ENVIRONMENTAL CONDITIONS. Within five (5) Business Days after
------------------------
discovery of any environmental condition on any Site not disclosed by, or in
excess of the conditions disclosed by, the required environmental assessment,
American Tower shall advise Client in writing of the condition and its effect
upon the Site Schedule and the Project Schedule.. Client, at Client's sole
discretion, upon review of the appropriate site data, may terminate the lease on
such Site.

5.09 WARRANTY. American Tower warrants and guarantees that the Tower
--------
and Improvements on each Site and all workmanship and materials incorporated
therein will be constructed in accordance with the Specifications and will be
free from defects in workmanship and materials for a period commencing on the
Completion Date for such Site and ending one year thereafter (the "Warranty
Period"). If any defect or deviation should exist, develop, be discovered or
appear within the Warranty Period, American Tower, at its sole cost and
expense, immediately upon demand, shall fully and completely repair, correct and
eliminate such defect or deviation. The expiration of the Warranty Period shall
not affect American Tower's obligations in the Master Lease or any Site Lease
with respect to maintenance or otherwise. THE FOREGOING WARRANTIES AND
GUARANTEES ARE EXCLUSIVE, AND EXPRESSLY DISCLAIMS ANY OTHER WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING ANY STATUTORY OR COMMON LAW WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE.

5.10 ACCESS AND INSPECTION.
---------------------

(A) The construction shall be performed in such a manner as will
permit Client to inspect each Site during all working hours, and will have the
right to observe the Work performed; provided, however, that Client shall not
-------- -------
delay, hinder or interfere with the performance of the Work. If Client notifies
American Tower of any observed defects or nonconformities with the
Specifications, American Tower shall promptly correct any defect or
nonconformity in such time and manner as will permit Completion of each Site or
Sites in accordance with the Site Schedule and the Project Schedule. The
failure of Client to inspect any Site or Sites, however, will not in any way
limit, waive, or otherwise affect the rights of Client with respect to any of
American Tower's warranties or obligations under this Agreement.

(B) Should Client consider it necessary or advisable at any time
before Completion to examine Work already completed, American Tower shall, on
request of Client, promptly furnish all necessary facilities, labor, and
material for that purpose. If such Work is found to be defective in any
material respect, American Tower shall pay all expenses of such examination.
If, however, such Work is not found to be defective in any material respect,
Client shall pay all expenses of such examination and restoration of the Work.
The Site Schedule, and, as necessary, the Project Schedule, shall be equitably
adjusted.

5.11 COMPLETION. Promptly following the Completion of the Work at
----------
any Site, American Tower shall notify Client in writing of its good faith belief
that such Site is Completed. The parties shall execute a Completion Certificate
with respect to such Site within five (5) Business Days after Client receives
such notification.

5.12 CONDEMNATION; APPLICATION OF COMPENSATION. In the event that
-----------------------------------------
all or any part of a Build-to-Suit Site is damaged or taken by the exercise of
the power of eminent domain at any time prior to the Completion Date, the
compensation awarded to and received by American Tower shall be applied to
restoration, reconstruction and repair of the Build-to-Suit Site, provided, that
--------
the Build-to-Suit Site can (i) be restored, reconstructed or repaired, and (ii)
be commercially feasible for its Intended Use as contemplated by this Agreement
after the taking. The parties agree to adjust the Site Schedule in order to
extend the timetable for the Completion of Work with respect to the taken Build-
to-Suit Site, and, as necessary, the Project Schedule.

ARTICLE 6
---------

INSURANCE
---------

6.01 AMERICAN TOWER'S INSURANCE REQUIREMENTS. Throughout the term of
---------------------------------------
this Agreement, American Tower shall carry and maintain in force the following
insurance:

(A) Commercial General Liability Insurance (including
protective liability coverage on operations of independent contractors engaged
in construction, blanket contractual liability coverage, products liability
coverage, and explosion, collapse and underground hazards coverage) covering
claims for personal injury, bodily injury and property damage, with a limit of
not less than $5,000,000 in the event of personal injury or bodily injury to any
number of persons or of damage to property arising out of any one occurrence,
and not less than $5,000,000 in the aggregate applicable to this Project. Such
insurance may be furnished under a primary policy or an "umbrella" policy or
policies, and shall name Client as an additional insured.

(B) Worker's compensation insurance covering all employees of
American Tower employed in, on or about the Project to provide statutory
benefits as required by the applicable laws and otherwise in compliance with the
requirements applicable to such insurance.

(C) Comprehensive automobile liability insurance with limits of
not less than $3,000,000 per occurrence and in the aggregate for bodily injury,
including death and property damage and otherwise in compliance with the
requirements applicable to such insurance.

(D) Builder's all risk insurance with limits of not less than
$3,000,000.

6.02 CLIENT'S INSURANCE REQUIREMENTS. Throughout the term of this
-------------------------------
Agreement, Client shall carry and maintain in force the following insurance:

(B) Worker's compensation insurance covering all employees of
client employed in, on or about the Project to provide statutory benefits as
required by the applicable laws and otherwise in compliance with the
requirements applicable to such insurance.

6.03 EVIDENCE OF INSURANCE. American Tower and Client shall furnish
---------------------
each other with appropriate certificates evidencing the insurance each is
required to maintain under the Agreement. No insurance limits will be reduced
or eliminated without 30 days prior written notice to Client.

ARTICLE 7
---------

LIABILITY; INDEMNITY
--------------------

7.01 INDEMNITY.
---------

(A) AMERICAN TOWER'S OBLIGATION. American Tower shall, and
---------------------------
American Tower does hereby agree to, indemnify and hold harmless each Client
Indemnitee [WHERE IS THIS DEFINED?] from and against any loss, damage,
liability, cost, expense, action or claim, including reasonable attorneys' fees
and amounts paid in settlement ("CLAIMS"), by reason of or arising out of: (a)
personal injury, death, and damage to tangible property resulting from (i) the
intentional or negligent acts or omissions of American Tower's directors,
officers, employees, agents, consultants, contractors or subcontractors in
connection with the Completion of the Project and performance of this Agreement,
or (ii) any design or manufacturing defect in any Tower or Improvements, whether
manufactured by American Tower hereunder or otherwise; (b) American Tower's
breach of its obligations under this Agreement, including without limitation in
respect of any Services; (d) American Tower's breach of any representation or
warranty made by it in this Agreement; or (e) failure of American Tower to
comply with any obligation under this Agreement as to Governmental Requirements.

(B) CLIENT'S OBLIGATION. Client shall, and Client does hereby
-------------------
agree to, indemnify and hold harmless American Tower from and against any loss,
damage, liability, cost, expense, action or claim, including reasonable
attorneys' fees and amounts paid in settlement ("CLAIMS"), by reason of or
arising out of: (a) personal injury, death, and damage to tangible property
resulting from the intentional or negligent acts or omissions of Client's
directors, officers, employees, agents, consultants, contractors or
subcontractors in connection with the Completion of the Project and performance
of this Agreement; (b) Client's breach of its obligations under this Agreement;
and (c) Client's breach of any representation or warranty made by it in this
Agreement.

7.02 NO THIRD-PARTY BENEFICIARIES. None of the duties and
----------------------------
obligations of American Tower under this Agreement shall in any way or in any
manner be deemed to create any liability of American Tower to, or any rights in,
any person or entity other than the Client Indemnities.

7.03 LIMITATION OF LIABILITY. Neither party shall be liable to the
-----------------------
other for indirect, incidental, special or consequential damages, including but
not limited to lost profits, however arising, even if a party has been advised
of the possibility of such damages.

ARTICLE 8
---------

DEFAULT; TERMINATION
--------------------

8.01 DEFAULT.
-------

(A) Either party shall be in default under this Agreement if the
party fails to perform any material duty or obligations under this Agreement and
does not cure or remedy such failure to perform within fifteen (15) days after
receipt of written notice with respect thereto; provided, however, that, if such
-------- -------
failure to perform shall necessitate longer to cure than fifteen (15) days, then
such cure period shall be extended for such time as is reasonably necessary to
cure such failure to perform (not to exceed 60 days), but only so long as such
efforts to cure are commenced within fifteen (15) days after receipt of written
notice from the other party and thereafter proceed diligently and in good faith.
In no event shall the time within which a party may cure a default in the
payment of money be extended beyond the initial fifteen (15) day period in this
Section.

(B) Upon the occurrence of a default the nondefaulting party may
pursue any and all remedies available under applicable law and any one or more
of the following remedies, separately or concurrently or in any combination,
without further notice or demand whatsoever:

(I) Termination of this Agreement by giving the defaulting
party written notice of such termination, in which event this Agreement shall be
terminated at the time designated in the notice.

(II) The nondefaulting party will have the right to recover
from the defaulting party all costs and expenses incurred by the nondefaulting
party in enforcing its rights and remedies hereunder, including reasonable
attorneys' fees and expenses.

(C) The termination of this Agreement by reason of a party's default
shall not relieve the defaulting party of any of its duties and obligations
accrued under this Agreement prior to the effective date of such termination.

(D) Client may terminate this Agreement and any or all Site Leases
executed in connection herewith upon executing an agreement with American Tower
to sell any communications tower owned by Client. Such termination upon sale
shall not apply to Sites permitted and currently under construction. Client and
American Tower agree to include in any purchase agreement terms and conditions
to address the disposition of this Site Development and Build to Suite
Agreement.

8.02 TERMINATION OF BUILD-TO-SUIT SITE.
---------------------------------

(A) Should Client terminate a Build-to-Suit Site for any reason then
American Tower shall promptly:

(I) Upon request by Client, deliver to Client or such other
person as Client may designate all materials, supplies, equipment, keys,
contracts and documents, all books of account and records maintained pursuant to
this Agreement pertaining to the Build-to-Suit Site.

(II) Upon Client's request, assign all existing contracts
relating to the Build-to-Suit Site to Client or such other person or entity as
Client shall designate.

(III) Furnish all such information, take all such other action,
and cooperate with Client as Client shall reasonably require in order to
effectuate an orderly and systematic termination of Development of the Build-to-
Suit Site and American Tower's other, duties, obligations and activities related
to it.

(B) WITHDRAWN SITES/TERMINATED WORK. If Client withdraws a site or
terminates American Tower's work on a site for reasons other than American
Tower's breach under its obligations under this Agreement, Client shall pay
American Tower compensation for all completed milestones at the time of such
withdrawal or termination, to the extent not previously paid. Client shall also
pay American Tower the lesser of (i) American Tower's time (calculated at the
rates set forth in Exhibit B, Section 3) and expenses incurred in pursuing that
milestone, or (ii) fifty percent (50%) of the applicable Milestone Rate listed
in Exhibit B.

ARTICLE 9
---------

FORCE MAJEURE
-------------

9.01 FORCE MAJEURE. An event of "FORCE MAJEURE" shall mean the
-------------
following events or circumstances, to the extent that they delay the Completion
of any Site or the performance by American Tower of its other duties and
obligations under this Agreement:

(A) any orders, decisions, or decrees of any Governmental
Authorities which in any manner affect the Work and Services provided under this
Agreement, including, but not limited to, zoning matters, extended site studies,
or construction moratoria, and condemnation or other exercise of the power of
eminent domain. Notwithstanding the foregoing, this paragraph qualifies as an
event of Force Majeure only if such Site achieved each milestone identified in
Exhibit C by the date committed prior to such order or decree;

(B) changes in any federal, state and local laws, ordinances,
and regulations effective after the Effective Date which in any manner affect
the Work and Services provided under this Agreement Notwithstanding the
foregoing, this paragraph qualifies as an event of Force Majeure only if such
Site achieved each milestone identified in Exhibit C by the date committed prior
to such order or decree;

(C) acts of God, including, with out limitation, tornadoes,
hurricanes, floods, sinkholes, landslides, earthquakes, epidemics, quarantine
and pestilence;

(D) fire and other casualties, such as explosions and
accidents; and

(E) acts of a public enemy, acts of war, terrorism, effects of
nuclear radiation, blockades, insurrections, riots, civil disturbances, the
combined action of workers, failure of transportation, national or international
calamities, and other acts and circumstances beyond a party's reasonable
control.

9.02 EFFECT OF FORCE MAJEURE. American Tower shall be entitled to an
-----------------------
adjustment of the Site Schedule, and, as necessary, the Project Schedule, for
Force Majeure but only for the number of days due to such causes and only to the
extent that such occurrences actually delay the Completion of such Site or the
Project. The extent of any such adjustment is subject to the agreement of the
parties and the prior written approval of Client, not to be unreasonably
withheld or delayed. Failure of the parties to agree on the appropriate
adjustment in a Site Schedule or the Project Schedule shall be treated as a
dispute under this Agreement (as it applies to Force Majeure).

ARTICLE 10
----------

MISCELLANEOUS
-------------

10.01 NOTICES. Whenever any notice, demand, request, advice or other
-------
communication is required or permitted under this Agreement, such notice, demand
or request shall be in writing and shall be sent by registered or certified
mail, postage prepaid, return receipt requested, or be sent by nationally
recognized commercial courier for next Business Day delivery to the addresses
set forth below or to such other addresses as are specified by written notice
given in accordance herewith:

CLIENT: Triton PCS Property Company, L.L.C.
------

▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇, CTO and Executive
Vice-President
Telecopier No.: ▇▇▇-▇▇▇-▇▇▇▇

with a copy to:

Triton PCS Operating Company L.L.C.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇
Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇

AMERICAN TOWER: American Tower L.P.
---------------

▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇

10.02 ASSIGNMENT; BINDING EFFECT. This Agreement may not be sold, assigned
--------------------------
or transferred, in whole or in part, by either party without prior approval or
consent of the other (such approval and consent not to be unreasonably withheld,
conditioned, or delayed); provided, however, that, notwithstanding anything to
the contrary contained herein, either party may sell, assign or transfer this
Agreement or any Site Lease without the written approval or consent of the other
to (i) any affiliate of a party or (ii) any person or entity that acquires,
through merger, purchase or otherwise, all or substantially all of the assets of
the party. Additionally, Client may, upon notice to American Tower, mortgage or
grant a security interest in this Agreement and Client's improvements, and may
assign this Agreement and such improvements to any such mortgagees or holders of
security interests including their successors or assigns (hereinafter
collectively referred to as "Mortgagees"). In such event, American Tower shall
execute such consent to leasehold financing as may reasonably be required by
Mortgagees. American Tower

agrees to notify Client and Client's Mortgagees simultaneously of any default by
Client and to give Mortgagees the same right to cure any defaults as Client
except that the cure period for any Mortgagee shall not be less than ten (10)
days after receipt of the default notice

10.03 HEADINGS. The use of headings, captions and numbers in this
--------
Agreement is solely for the convenience of identifying and indexing the various
provisions in this Agreement and shall in no event be considered otherwise in
construing or interpreting any provision in this Agreement.

10.04 PUBLICITY. Neither party will advertise or publish any information
---------
related to this Agreement without the prior written approval of the other party.

10.05 SEVERABILITY. If any term, covenant, condition or provision of this
------------
Agreement, or the application thereof to any person or circumstance, shall be
held to be invalid or unenforceable, then in each such event the remainder of
this Agreement or the application of such term, covenant, condition or provision
to any other person or any other circumstance (other than those as to which it
shall be invalid or unenforceable) shall not be thereby affected, and each term,
covenant, condition and provision hereof shall remain valid and enforceable to
the fullest extent permitted by law.

10.06 WAIVER. Failure by either party to complain of any action, non-
------
action or default of the other party shall not constitute a waiver of any
aggrieved party's rights hereunder. Waiver by either party of any right arising
from any default of the other party shall not constitute a waiver of any other
right arising from a subsequent default of the same obligation or for any other
default, past, present or future.

10.07 RIGHTS CUMULATIVE. All rights, remedies, powers and privileges
-----------------
conferred under this Agreement on the parties shall be cumulative of and in
addition to, but not restrictive of or in lieu of, those conferred by law or
equity.

10.08 TIME OF ESSENCE; PROMPT RESPONSES. Time is of the essence of this
---------------------------------
Agreement. Anywhere a day certain is stated for payment or for performance of
any obligation, the day certain so stated enters into and becomes a part of the
consideration for this Agreement. The parties recognize and agree that the time
limits and time periods provided herein are of the essence of this Agreement.
The parties mutually agree to exercise their mutual and separate good faith,
reasonable efforts to consider and respond promptly and as expeditiously as is
reasonably possible notwithstanding any time period provided in this Agreement.

10.09 APPLICABLE LAW. This Agreement shall be governed by, construed
--------------
under and interpreted and enforced in accordance with the laws of the
Commonwealth of Pennsylvania, without regard to its conflicts of laws
provisions.

10.10 DISPUTE RESOLUTION PROCEDURES.
-----------------------------

(A) NEGOTIATION AND MEDIATION:
-------------------------

(I) Either party to the Agreement may from time to time call a
special meeting for the resolution of a dispute or disputes that
would have a material impact on the cost or progress of the
Project. Such meeting shall be held at a mutually agreeable
location within five (5) Business Days of a written request,
which request shall specify in reasonable detail the nature of
the dispute to be resolved at the meeting. The meeting shall be
attended by representatives of the parties to the Agreement and
any other party affected in any material respect by the
resolution of the disputes. Such representatives shall have
authority to settle the dispute and shall attempt in good faith
to resolve the dispute.

(II) If the dispute has not been resolved within five (5) days
after the special meeting has been held, a mediator, mutually
acceptable to the parties, shall be appointed. The cost of the
mediator shall be shared by the parties. The mediator shall be
given written statement(s) of the parties and may review the site
and any relevant documents. The mediator shall call a meeting of
the parties affected by such dispute within ten (10) Business
Days after the mediator's appointment, which meeting shall be
attended by representatives of the parties with authority to
settle the dispute. During the ten-day (10-day) period, the
mediator may meet with the affected parties separately.

(III) No minutes shall be kept and the comments and/or findings
of the mediator, together with any written statements prepared,
shall be non-binding, confidential, and without prejudice to the
rights and remedies of any party. The entire mediation process
shall be completed within twenty (20) Business Days of the date
upon which the special meeting referred to above is held, unless
the parties agree otherwise in writing. If the dispute is
settled through the mediation process, it will be implemented by
written agreement signed by all affected parties. The cost of
mediation shall be borne equally by the parties.

(B) ARBITRATION:
-----------

(I) As a condition precedent to arbitration, the parties shall
endeavor to resolve their disputes using business-like
negotiation and mediation, as provided for above. Any claim,
dispute, or controversy arising out of or relating to the
Agreement not so resolved shall be decided by arbitration in
accordance with the Commercial Rules of the American Arbitration
Association. The locale for such arbitration shall be the City
of Philadelphia, Commonwealth of Pennsylvania, and the demand for
arbitration must be filed with, and the arbitration administered
by, the Atlanta Tribunal of the American Arbitration Association.
The foregoing agreement to arbitrate shall be specifically
enforceable in any court of competent jurisdiction. Upon its
request, a party shall be entitled to

consolidation or joinder of any arbitration related arbitrations
involving other parties. The award rendered by the arbitrators
shall be final and judgment may be entered upon it in accordance
with applicable law in any court of competent jurisdiction.

(II) Any demand for arbitration hereunder must be filed within
a reasonable time of the occurrence of the facts giving rise to
the dispute. In no event shall any demand for arbitration be
filed after the running of any applicable statutes of limitation.

(III) The parties shall promptly proceed with performance of
their respective obligations under the Agreement pending
resolution of any claim or dispute, and failure to do so is a
material breach of the Agreement.

10.11 ENTIRE AGREEMENT. This Agreement contains the entire agreement of
----------------
Client and American Tower with respect to the engagement of American Tower
relating to the Project, and all representations, warranties, inducements,
promises or agreements, oral or otherwise, between the parties not embodied in
this Agreement shall be of no force or effect.

10.12 MODIFICATIONS. This Agreement shall not be modified or amended in
-------------
any respect except by a written agreement executed by both parties.

10.13 COUNTERPARTS. This Agreement may be executed in several
------------
counterparts, each of which shall be deemed an original, and all of such
counterparts together shall constitute one and the same instrument.

10.14 NO BROKERS. Client and American Tower hereby represent, agree and
----------
acknowledge that no real estate broker or other person is entitled to claim or
to be paid a commission as a result of the execution and delivery of this
Agreement, including any of the Exhibits, or any proposed improvement, use,
disposition or lease of any or all of the Site.

10.15 REPRESENTATIONS. Each party represents and warrants to the other
---------------
that it has the full and complete right, power, authority, and financial
ability to enter into this Agreement and to perform its duties and obligations
under this Agreement.

IN WITNESS WHEREOF, Client and American Tower have caused their respective
duly authorized representatives to execute, seal and deliver this
Agreement, all as of the day and year first above written.

CLIENT: TRITON PCS OPERATING COMPANY L.L.C.
BY: TRITON MANAGEMENT COMPANY, INC.,
ITS MANAGER

By:_______________________________
_______________________________ Name:▇▇▇▇▇ ▇▇▇▇▇
Witness Title:CTO and Executive Vice-President

_______________________________ Attest:____________________________________
Witness Name:_______________________________
Title:______________________________

(CORPORATE SEAL)

AMERICAN TOWER:

By:_______________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:Vice-President/Regional Manager
_______________________________
Witness Attest:____________________________________
Name:_______________________________
_______________________________ Title:_____________________________
Witness
(CORPORATE SEAL)

EXHIBIT A

SCOPE OF WORK

SERVICES: To enable Client to develop, deploy and deliver its PCS network,
American Tower has been engaged to perform the various services as more
specifically described in the Exhibits to this Exhibit A ("Services").

Work Item Exhibit Milestone
--------- ------- ---------
Pre-Zoning A-1 Site Selection
Pre-Design A-2 Site Selection
Site Selection A-3 Site Selection
Site Acquisition A-4 Site Acquisition
Site Survey A-5 Site Acquisition
Environmental Trans. Screen/NEPA A-6 Site Acquisition
Geotechnical Report A-7 Site Acquisition
FAA Survey A-8 Site Acquisition
Zoning A-9 Site Zoning
Building Permit A-10 Site Zoning
Construction Management A-11 Site Construction
Project Reporting A-12 Site Construction
Project Management A-13 Site Construction
Closeout A-14 Site Closeout

DEFINITIONS: For purposes of this Agreement, the following words will have the
following meanings:

"Deliverables" means any items or work product arising from the performance of
American Tower's Services under this Agreement and delivered to Client,
including letters of intent, leases, purchase agreements, zoning approvals,
building permits, soil, environmental, title and site reports and studies,
drawings, status reports and similar data, as are to be provided by American
Tower under this Agreement.

"PCS" Equipment means Client's towers, antennas and related equipment necessary
to deploy and deliver PCS from Sites in the Trading Areas covered by this
Agreement.

"RF" means Wireless Facilities, Inc. or other radio frequency engineering
resource selected by Client.

"Site Selection Milestone" means completing to the satisfaction of the Client
the Pre-Zoning, Pre-Design and Site Selection Services described in Exhibits A-1
through A-3.

"Site Acquisition Milestone" means completing to the satisfaction of Client all
Site Acquisition, Site Survey, Environmental Transaction Screen/NEPA ,
Geotechnical Report, and FAA Survey Services described in Exhibits A-4 through
A-8.

"Site Zoning Milestone" means completing to the satisfaction of Client all
Zoning and Building Permit Services described in Exhibits A-9 and A-10.

"Site Construction Milestone" means completing to the satisfaction of Client all
Construction Management, Project Reporting and Project Management services
described in Exhibits A-11 through A-13.

"Site Closeout Milestone" means completing to the satisfaction of Client all
Closeout and documentation Services described in Exhibit A-14.

EXHIBIT A-1

PRE-ZONING

1. American Tower will provide for Client approval zoning classifications to
be utilized in this phase of the project.

2. American Tower will identify, within the Trading Area coverage area as
defined by Client, all zoning jurisdictions within the Trading Area.
American Tower will obtain zoning maps and regulations for each
jurisdiction, identifying all restrictions, including, but not limited to;
locations, height restrictions, setback requirements, fence height
restrictions, tower fall zones, and other restrictions. American Tower
will obtain the names and telephone numbers of zoning and building permit
contact persons.

EXHIBIT A-2

PRE-DESIGN

1. American Tower will identify and catalog all potential sites available to
Client from site providers that previously leased space to a American Tower
client (to extent consistent with American Tower's confidentiality
obligations to such third parties), expressed an interest in leasing space
to Client or are found in any database listing sites where collocations or
communications sites are welcomed or desired ("Friendly Sites").

2. American Tower will analyze the zoning information collected in Exhibit A-1
to predetermine the most viable locations and site types within each search
area based on a preliminary zoning prognosis.

EXHIBIT A-3

SITE SELECTION

1. RF will issue a search area based on its preliminary design (such design
will consider Friendly Sites).

2. RF will deliver search areas to Client, which will then issue search areas
to American Tower.

3. American Tower, unless terms or Client dictate otherwise, must always give
preference to sites available under Client's existing master lease
agreements entered into by Client ("Master Leases"). If American Tower
cannot utilize sites under Master Leases, written documentation must be
provided to Client giving justification as to why sites under Master Leases
cannot be used.

4. American Tower will visit each search area for the purpose of identifying
candidates, catalog ALL viable candidates, prioritize the candidates, and
submit the 3 most viable candidates for Client approval.

5. A Viable Candidate is a site that meets the following criteria:

5.1. The Candidate meets or exceeds RF design requirements based on
acceptable drive tests and/or propagation model results.
5.2. American Tower has determined that the respective property owner (s)
has (have) expressed interest in entering into a lessor-leasee
relationship with Client.
5.3. American Tower has determined that the proposed site can be permitted
in accordance with local ordinances within the agreed upon timeline
set forth in Exhibit C.
5.4. American Tower has determined that the proposed site is constructible
and can be completed within the time limits set forth in Exhibit C.

6. American Tower will prioritize the candidates submitted based on leasing
and zoning prognosis to identify the relative viability of the candidates.
American Tower will not submit candidates that cannot be leased and zoned
within the agreed upon timeline set forth in Exhibit C.

7. American Tower will identify a minimum of three (3) viable candidates for
each search area within 20 work days after receipt of the search area from
Client. American Tower shall have an additional 10 days to identify
potential candidates for additional search areas if Client has delivered
more than 50 search areas to American Tower within a calendar week. If
three (3) such candidates are not available, American Tower will furnish to
Client a written explanation of American Tower's reason(s) why unavailable.

8. American Tower will provide search area reports containing the following
minimum information:

BTA (Trading Area).
Site name.
Acquisition Agent.
GPS coordinates.
Site locale.
Site address or exact location if address unavailable.
4 photos taken from site (photos should be taken for a 360 degree
orientation for a rooftop site).
Name of site owner and manager and address (if applicable).
Lessor name and address.
Proposed monthly lease rate/purchase price/term.
Physical data (overall structure height, height(s) available to mount
antennas, space available for Client's electronic equipment, distance
for coax from antennas to equipment, tower manufacturer and type,
primary use of structure, etc.) Additional specifics will be required
as needed by Client.
Presence of transmitters, receivers or antennas visible in the area
including operating frequencies, photographs.

Indicate if space available is/has:

Clean.
phone circuits.
ventilation.
loading dock.
pest infestation.
air conditioning.
emergency power.
moisture/water.
24 hrs/7 day access.
elevator to equipment room.
adjacent or nearby man-made or natural obstructions.
transmitter shelter area - prepare drawings.
describe exact dimensions and locations.
electrical service available.
map with street level detail showing site location.
additional information to assist with site evaluation.

9. Client will approve or reject candidates within seven (7) calendar days or
re-design a search area within fourteen (14) calendar days, at Client's
option.

10. Site Selection is complete when enough candidates have been submitted with
enough leasing and zoning information to allow for the designation of a
primary and secondary candidate for that search area as provided in Exhibit
A-4(2.2).

11. American Tower will utilize necessary resources to comply with Client's
established scheduled time lines in accordance with this Agreement.

12. Notwithstanding the foregoing, upon request from American Tower, Client may
modify its requirements to decrease the number of site candidates for each
search area to less than three, if Client reasonably believes such
reduction will facilitate the objectives of the Agreement.

EXHIBIT A-4

SITE ACQUISITION

1. GENERAL
-------
1.1. American Tower shall coordinate closely all site acquisition work with
any Third Party and Client.

1.2. American Tower shall coordinate (and attend if necessary) with owners
and Client American Towers or Staff to provide site access for drive
tests, RF evaluation, construction evaluations, or any other
reasonable evaluation.

1.3. American Tower shall provide an Inventory (RF Emissions Inventory), to
the extent reasonably possible, of all antennas and microwave dishes
on collocation sites providing the carrier, technology, number of
channels, transmit and receive frequency, power, antenna gain and
type. As part of this inventory American Tower shall provide a sketch
locating (dimensioning) each antenna or microwave dish on the
structure including rad center. American Tower is not obligated to
climb any antenna support facilities or perform any tower mapping to
fulfill its obligation under this Section.

2. LEASING AND SITE ACQUISITION
----------------------------
2.1. If the site is to be acquired by lease, American Tower will be
responsible for securing proper execution by the site owner/landlord
of the appropriate form of lease with respect to each proposed site.
American Tower must use best efforts to use Client's standard forms of
Master Lease Agreement, PCS Site Agreement or other lease forms to
acquire rights to proposed sites and will use lease agreements
provided by an owner/landlord only as a last resort. American Tower
must also use best efforts to use sites available under negotiated
Master Leases. American Tower will obtain and follow all negotiating
guidelines provided by Client and augment and formalize those
guidelines for distribution and training of Site Acquisition
personnel.

2.2. American Tower will use Client's standard form of lease Agreement as
approved by Client. American Tower will pursue raw land candidates
only when such candidates are a better choice from a cost and time to
market prospective as defined by Client, or as a backup candidate.
Search rings where there are better choice candidates (candidates
better than raw land from a time to market prospective) will be
removed from the scope of this Agreement and be completed under the
separate Site Acquisition, Zoning and Construction Supervision Master
Services Agreement, Amendment No. 1, dated September 30, 1998, between
American Tower and Client.

2.3. Client shall select one primary and one secondary candidate site per
search area for which American Tower shall secure a leasehold or other
ownership interest in the primary and the secondary if so requested by
Client. At its sole discretion, Client may

reduce the required three candidate sites per search area to one or
two sites, as well as require two leasehold interests to be secured.

2.4. American Tower shall provide a lease summary that provides a summary
of all changes to Client's standard lease, all language that is not
consistent with Client's standard lease in the case of an Owner lease,
all business terms including but not limited to rate, escalation,
access limitations and construction requirements, and a search area
analysis that clearly identifies why the lease should be accepted by
Client.

2.5. American Tower shall identify and procure any additional easements or
secondary ground leases needed for ingress or egress to each site.

3. TITLE & OWNERSHIP
-----------------
3.1. Due diligence with respect to title of all sites to be acquired by
Client (by lease, purchase or otherwise) shall be performed at the
option of Client as follows:

3.1.1. Acquire an ownership and encumbrance report ("O&E Report")
from a nationally known title insurance company satisfactory
to Client which sets forth the same information as required
for an ALTA title insurance policy described below relating to
the proposed site (to the extent ascertainable by the title
company);

3.1.2. Acquire an ALTA title insurance policy on ground leases,
insuring that Client is the owner of the leasehold estate
created by the lease covering the site in question, such
policy to be issued by a nationally recognized title insurance
company acceptable to Client and to be in such amount and to
contain such exceptions to title as are satisfactory to Client
in Client's sole discretion and in this regard the title
insurance requirements to be followed by American Tower with
respect to the insuring of the leasehold shall be
substantially the same as the title insurance requirements set
forth by Client.

3.2. American Tower shall manage all title curative work identified in the
title report analysis.

4. THIRD-PARTY SERVICES
--------------------
4.1 Perform or coordinate with the third party to ensure that all
applicable due diligence tests and studies have been performed prior
to the start of site construction to determine to Client's reasonable
satisfaction that the proposed site is suitable for Client's intended
use, including, but not limited to:

4.1.1 with respect to ground lease sites and vacant land sites only,
soil suitability and compaction testing in accordance with
Exhibits A-6 and A-7;

4.1.2 with respect to sites where Client's electronic equipment will
be located on or in existing improvements constructed prior to
1980, obtain an asbestos survey; and

4.2 American Tower shall order, manage, receive, review, analyze, and make
recommendations for Client review for title reports, environmental
reports, structural reports, geotechnical reports, surveys, and other
evaluations as required during the development of the site.

4.3 American Tower shall manage the services provided by architects,
engineers, environmental consultants, surveyors and other third-party
contractors as may be required to carry out this component of service.
All such third-party contractors shall contract directly with Client
to provide their services. Client reserves the right to approve or
disapprove any third-party contractors or consultants recommended by
American Tower.

4.4 American Tower shall procure and provide owner information for the
purpose of site design including, but not limited to: existing
drawings, deeds, zoning ordinances, zoning checklists, drawing review
checklists, zoning maps, tax maps, frequency and antenna spacing
information and owner limitation on the use of space.

5. CONFIRMATIONS
-------------
5.1 The following shall be performed and confirmed in writing by American
Tower or American Tower shall coordinate with a Third Party to perform
and confirm in writing:

5.1.1 Legal access to the site;

5.1.2 The site will have adequate utility service available
consistent with specifications provided by Client to American
Tower;

5.1.3 Necessary building permits or other required governmental
approvals relating to the construction and installation of
Client's equipment or other improvements at the site;

5.1.4 No easements, conditions, restrictions, liens or other matters
exist of record which negatively impact Client's ability to use
the site for its intended purposes, and that there are no
delinquent taxes or assessments;

5.1.5 Properly zoned for Client's intended use or whether a zoning
change or variance will be necessary;

5.1.6 Receipt in a recordable form of a Memorandum of Lease and any
Subordination and Non-Disturbance Agreements for signature by
applicable parties, substantially in forms provided to American
Tower by Client;

5.1.7 That American Tower has obtained detailed construction drawings
and plans and specifications for all improvements to be
constructed or located upon the site;

5.1.8 Obtain resolutions or other appropriate authorizations or
consents pertaining to the due execution and delivery of the
lease in question by the lessor/owner of the site.

6. LAND PURCHASE
-------------
6.1.0 If the site is to be acquired by purchase, American Tower shall in
addition to Sections 1 through 5 above:

6.1.0.1 Complete all due diligence items to Client's reasonable
satisfaction which are conditions to Client's purchase of a
site as set forth in a purchase agreement (which is to be
substantially in the form provided by Client to American
Tower), including, without limitation, all requirements and
conditions pertaining to title insurance, survey matters,
soil testing, environmental compliance, governmental
authorizations and approvals relating to the development of
the site for Client's intended use of it, the availability of
adequate utility service and legal access to the site, and
any other matters permitted by the terms and provisions of a
purchase agreement to enable Client to reasonably determine
whether the site is suitable for Client's intended use of it;

6.1.0.2 Collect from the seller of the site for delivery to Client
all documents, surveys, drawings and other information
pertaining to the site which the seller is required to
deliver to Client pursuant to the terms of a purchase
agreement;

6.1.0.3 Provide preliminary closing statement figures to Client with
respect to the purchase of the site not less than ten (10)
days prior to the projected closing date; and

6.1.0.4 Assure that all requirements of the title company with
respect to the issuance of its policy of owner's title
insurance are satisfied prior to the closing date, to the
extent feasible, but if Client completes the purchase of a
site with outstanding title requirements unsatisfied, and
American Tower has so advised Client in writing thereof, then
American Tower has no liability or responsibility to Client
with respect to any such unsatisfied requirement.

EXHIBIT A-5

SITE SURVEY

1. THE TOPOGRAPHIC SURVEY SHALL BE COMPLETED WITHIN TEN (10) BUSINESS DAYS
----------------------------------------------------------------------------
FROM THE "NOTICE TO PROCEED". SOME SITES MAY REQUIRE A SECOND TRIP TO
---------------------------------------------------------------------
STAKE OUT MONOPOLE/TOWER FOUNDATION CENTERPOINTS. ALL SURVEYS WILL PROVIDE
---------------------------------------------------------------------------
SUFFICIENT INFORMATION TO COMPLETE AN ACCURATE SET OF ZONING AND
----------------------------------------------------------------
CONSTRUCTION DRAWINGS AND SHALL CONFORM TO THE REQUIREMENTS OF THE
------------------------------------------------------------------
MUNICIPALITY HAVING JURISDICTION.
--------------------------------

1.1. Meets and Bounds survey

1.2. Prepare a boundary survey of the lease area. Show length and bearing
of each line and all significant surface features. This includes
natural features such as lakes, ponds, streams, rock formations, etc.
Show all easements, buildings, utility lines (overhead or
underground), fences, driveways, etc. Tie base area to the parcel
containing lease area. Indicate total square footage area of site and
acreage.

1.3. Prepare a contour survey of the lease area. Use contour intervals of
one (1) foot or as required by zoning regulations unless otherwise
directed. Contour lines shall extend 25 feet beyond the boundary of
the leased area in all directions or as required by zoning
regulations.

1.4. Indicate roads abutting the property with applicable rights-of-way.

1.5. Stake center point of monopole, tower leg and guy wire anchor pier
foundations.

1.6. Stake corner of lease boundary.

1.7. Set an elevation control point or bench ▇▇▇▇.

1.8. Coordinate longitude/latitude conforming to the North American Datum
of 1983 (NAD83).

1.9. Show North (true) using two points with backsight. Stake one azimuth
off True North (Sector A per RF design).

1.10 Include a title block with surveyors' name and address, telephone
number, and date of survey on the drawing. The surveyor's name,
address, date of map production and registered land surveyor's seal
shall appear on each drawing.

1.11 Indicate whether or not the property is located in a flood zone, and
if so, show the limits of the 100-year flood hazard zone.

1.12 Provide a 2C Certificate meeting the FAA regulations for all new
structures and existing structures over 199' or where applicable to
meet FAA regulations. The coordinates and elevation shall be
determined for the highest point on the structure or a point
determined by Client. The certificate shall include the registered
land surveyor's seal.

1.13 The surveyor shall provide three copies of the drawings on mylar or
high quality bond paper and an electronic file of the drawing. The
electronic file shall be in AutoCAD Release 12 or higher version.

EXHIBIT A-6

ENVIRONMENTAL SCREENING/NEPA

1. American Tower will provide a Phase I Environmental Site Assessment or an
Environmental Transaction Screen at Client's option .

1.1. PHASE I ENVIRONMENTAL SITE ASSESSMENT (ESA)
------------------------------------------------

1.1.1. Schedule: All Phase I shall be completed within ten (10)
business days from "Notice to Proceed".

1.1.2. The purpose of a Phase I ESA is to identify and define
recognized environmental conditions within the range of
contaminants within the scope of the Comprehensive
Environmental Response, Compensation, and Liability Act
(CERCLA) and petroleum products. As such, the Phase I ESA
satisfies one of the requirements to qualify for the
innocent Companydefense to CERCLA liability: that is, the
practices that constitute "all appropriate inquiry into the
previous Ownership and uses of the property consistent with
good commercial or customary practice," as defined in 42 USC
9601(35)(B). The ESAs will be conducted in accordance with
American Society for Testing and Materials (ASTM) Standard:
E 1527-94 Practice for Environmental Site Assessments for
Commercial Real Estate, and will consist of four components:
records review, site reconnaissance, interviews, and a Phase
I report. In addition, the Federal Communication
Commission's (FCC) checklist for the National Environmental
Policy Act (NEPA) will be completed as part of the Phase I
ESA report. Each of the Phase I ESA components is discussed
in the following subsections.

1.1.3. Records Review

1.1.3.1. The record review will include a review of
environmental databases, physical setting sources,
and historical use information. The environmental
database search will include both federal and
state databases to ASTM-specified radii of the
site. Databases will include the National
Priorities List; the Comprehensive Environmental
Response, Compensation, and Liability Information
System (CERCLIS); Resource Conservation and
Recovery Information System (RCRIS) treatment,
storage and disposal facilities and generators;
Emergency Response Notification System; state list
of hazardous waste sites; state landfill and/or
solid waste disposal sites; state leaking
underground storage tank sites (USTs); and state
registered USTS. A current U.S. Geological Survey
(USGS) 7.5 minute topographic map will be obtained
for the area in which the property is located to
evaluate the physical setting. USGS or state
ground water and geological maps may be obtained
in some instances to provide further information.
Historical use

information will be obtained from the present to
the property's first developed use or to 1940,
whichever is earlier. Historical sources to be
reviewed may include aerial photographs, fire
insurance maps, property tax files, recorded land
title records, USGS maps, local street
directories, building department records, and
zoning and land use records. In addition, records
will be reviewed to determine designated
wilderness areas or preserve, threatened or
endangered species, Indian religious sites, flood
plains, wetlands, and zoning for high intensity
white lights under the National Environmental
Policy Act.

1.1.4. Site Reconnaissance
-------------------

1.1.4.1. A site reconnaissance will be conducted to obtain
information indicating the likelihood of
identifying recognized environmental conditions in
connection with the property. An environmental
professional will visit the site and visually and
physically observe the property and any structures
on the property. The interiors of any structures
will be inspected. The methodology used and any
limitations to the observations will be
documented. Uses and conditions to be evaluated
include current and past use of the property and
adjoining properties and surrounding area;
geologic, hydrogeologic, hydrologic, and
topographic conditions; structures; roads; potable
water supply; sewage disposal; hazardous
substances to include asbestos and petroleum
products; storage tanks; odors; pools of liquid;
drums; containers; polychlorinated biphenyls
(PCBs); heating/cooling; stains or corrosion;
drains and sumps; pits, ponds, or lagoons; stained
soil or pavement; stressed vegetation; solid
waste; waste water; ▇▇▇▇▇; and septic systems. In
addition, threatened or endangered species, and
wetlands will be identified during the site
reconnaissance.

1.1.5. Interviews
------------------

1.1.5.1. An environmental professional will conduct
interviews with the property owner and occupants
and local government officials to obtain
information indicating recognized environmental
conditions in connection with the property. The
information sought during the interviews will be
the same as the uses and conditions to be observed
during the site reconnaissance. The transaction
screen questionnaire in ASTM Standard E 1528-93
Environmental Site Assessments: Transaction Screen
Process will be used during the interviews. Prior
to the site visit the property owner, site
manager, or user will be contacted to obtain any
helpful documents, such as environmental audit
reports, environmental permits, registrations for
storage tanks, hydrogeological or geotechnical
studies, etc. Local agency officials to be
contacted may include the fire department, public
health department, etc.

1.1.6. PHASE I ESA REPORT
--------------------------

1.1.6.1. The report format will follow the table of contents
recommended in Appendix X2 of ASTM E 1527-94, as follows:

1.0. Summary

2. Introduction

2.0. Purpose
2.1. Special Terms and Conditions
2.2. Limitations and Exceptions to Assessment
2.3. Limiting Conditions and Methodology used

3. Site Description

3.0. Location and Legal Description
3.1. Site and Vicinity Characteristics
3.2. Descriptions of Structures, Roads, Other Improvements
3.3. Information on Environmental Liens or Specialized
Knowledge
3.4. Current Uses of the Property
3.5. Past Uses of the Property
3.6. Current and Past Uses of Adjoining Properties

4. Records Review

4.0. Environmental Database Search
4.1. Physical Setting Sources
4.2. Historical Use Information
4.3. Additional Record Sources

5. Information from Site Reconnaissance and Interviews

5.0. Hazardous Substances in Connection with Identified Use
5.1. Hazardous Substance Containers and Unidentified Substance
Containers
5.2. Storage Tanks
5.3. Indications of PCBs
5.4. Indications of Solid Waste Disposal
5.5. Physical Setting Analysis
5.6. Any Other Conditions of Concern
5.7. Site Plan

6. FCC Checklist for National Environmental Policy Act

7. Findings and Conclusions

8. Qualifications/Signatures of Environmental Professionals

1.1.6.2 The report appendices will include the USGS map; the environmental
database search report; any documentation of past use, such as
property tax files and land title records; photographs; any
documentation such as previous environmental reports; and copies
of the ESA transaction screen questionnaire used during
interviews.

1.1.6.3 The FCC checklist for NEPA investigations will also be provided as
an appendix in the Phase I ESA report. This FCC checklist will
include answering the following questions:

1. Is the proposed facility located in an officially designated
wilderness area?
2. Is the proposed facility located in an officially designated
wilderness preserve?
3. Will the proposed facility likely affect threatened or
endangered species or designated critical habitats?
4. Will the proposed facility likely jeopardize the continued
existence of any proposed endangered or threatened species?
5. Will the proposed facility likely result in the destruction
or adverse modification of proposed critical habitats (as
determined by the Endangered Species Act of 1973)?
6. Will the facility affect districts, sites, buildings,
structures or objects, significant in American history,
architecture, archeology, engineering or culture, that are
listed (or eligible for listing) in the National Register of
Historic Places?
7. Will the facility affect Indian religious site(s)?
8. Is the facility located in a flood plain?
9. Will construction of the proposed facility involve
significant change in surface features (e.g., wetland fill,
deforestation or water diversion)?
10. Is the proposed facility located in a residential
neighborhood and is required to be equipped with high
intensity white lights (as defined by local zoning law)?

1.1.6.4 The RF Exposure Screening Under NEPA will not be included as part
of this work. Specifically the following questions will not be
answered.

1. Will the proposed NON-ROOFTOP facility equal or exceed
total power (of all channels) of 2000 ▇▇▇▇▇ ERP (3280
▇▇▇▇▇ EIRP) and have antennae located less than 10
meters above ground level?

2. Will the proposed ROOFTOP facility equal or exceed
total power (of all channels) of 2000 ▇▇▇▇▇ ERP (3280
▇▇▇▇▇ EIRP)?

2. At Client's option, American Tower will oversee and cause to be performed
activities required to complete the Environmental Screening requirement on
radio frequency emissions to determine whether the proposed facilities are
located where an operator or transmitter would cause human exposure to
levels of radio frequency radiation in excess of the limits specified in
Subsections 1.1310 and 2.1093, 47 C.F.R. (Applications to the FCC for
construction permits, licenses to transmit or renewals thereof, equipment
authorizations or modifications in existing facilities must contain a
statement confirming compliance with the radio frequency limits unless the
facility, operation or transmitter is categorically excluded as discussed
in Subsection 1.1307. Technical information showing the basis for this
statement must be submitted to the FCC upon request.) This particular
Environmental Screening requirement shall be sufficient to uncover the
impact or potential impact of any such jurisdictional requirements,
including but not limited to, regulatory filings, hearings, approvals,
and/or fees, site sampling, testing, or relocation of the site
requirements.

3. American Tower agrees that the results of any and all Environmental
Screening performed by sub-contractor or third party ("Third Party") shall
be timely reported to Client. American Tower acknowledges that the timely
reporting of such information may influence the site acquisition decision,
and American Tower shall pro-actively work in good faith with Client to
arrive at the optimal site acquisition decision in light of such
information. American Tower agrees to seek indemnification for Client from
the Third Party for any costs, including reasonable attorney fees
associated with any environmental remediation, fine or other penalty
imposed on Client as the direct or indirect result of Third Party's failure
to detect such impact or requirement as described in this Exhibit A-6.
Should American Tower not obtain this indemnification for Client in
American Tower/Third party agreement, American Tower agrees to indemnify
Client for any costs, including reasonable attorney fees associated with
any environmental remediation, fine or other penalty imposed on Client as
the direct or indirect result of Third party's failure to detect such
impact or requirement as described in this Exhibit A-6.

EXHIBIT A-7

GEOTECHNICAL REPORT

American Tower through a Third Party will obtain Geotechnical report for
applicable land sites.

1.0. GEOTECHNICAL INVESTIGATIONS
--------------------------------
1.0.1. Geotechnical Investigations shall be completed within ten (10)
business days from "Notice to Proceed". Geotechnical investigations,
testing, and reporting will allow tower foundation design by others
including but not limited to the following:

1.0.2. Written report shall include the following:
. Site Identification number
. Site Address
. Project description
. Purpose and scope of service
. Site description and local geography
. Seismicity (if applicable)
. Subsurface conditions
. Groundwater information
. Site map of boring area
1.0.3. Tower Data should include but not be limited to:
. Assumed tower foundation type
. Recommended tower foundation types
. Ultimate end bearing pressure
1.0.4. Soil Data should include but not be limited to:
. The depth in which each sample is based
. Resistivity Test (list type of test and conditions at test site
. Composition of soil at depths
. Soil unit weight (pcf) moist and submerged
. Friction angle (deg)
. Cohesion (ksf)
. Ultimate side friction (ksf)
. Shear strength (psf)
. Modulus of subgrade reaction (pci)
. 50% strain value
. Ground water depth
. Topsoil/Pavement depth
. Maximum frost depth
. Passive pressure (psf)

1.0.3. RECORD OF SUBSURFACE EXPLORATION
----------------------------------------

. One 40 foot boring per site with sampling at 5-foot intervals with
Split Spoon Sampling and Thin Wall tubes in representative samples
of cohesive materials.
. No rock coring required
. Laboratory testing consisting of gradations and Atterberg limits on
representative materials. Strength tests limited to unconfined
compressive tests on representative cohesive materials.

EXHIBIT A-8

FAA SURVEY

1. FAA Survey to be coordinated and tracked by RF or as otherwise specified by
Client.

2. American Tower is responsible to verify the completion of the survey, review
the report, and advise Client of approval or "not applicable" status prior
to a construction Notice To Proceed.

EXHIBIT A-9

ZONING

1. American Tower will upon identification of a primary candidate, develop and
continuously manage a relationship with the appropriate zoning authorities
and potential community and jurisdictional opposition groups to eliminate
zoning hearing surprises and ensure timely zoning approval of the site.

2. American Tower will represent Client at planning commission, review board,
city council, historical commission, and any other entity necessary to
secure zoning approvals and building permits.

3. American Tower will prepare and submit all zoning applications and appeals
with required drawings, and other related materials and obtain any required
zoning approval.

4. American Tower will attend all required hearings and represent Client at
Client's request.

5. American Tower will determine needed compliance with any subdivision
regulations for purchased sites.

6. American Tower will involve legal counsel only in zoning situations in
which Client agrees legal representation is warranted.

7. American Tower will secure zoning approval as evidenced by the
jurisdictions required documentation to the extent required to successfully
request and have a building permit issued to the Client's construction
management contractor. American Tower will provide a determination in
writing, in the event the jurisdiction does not provide evidence of
approval.

8. American Tower will provide a written zoning strategy for Client's prior
approval for any site or group of sites where there is significant
potential for strong opposition or rejection. The zoning strategy will
include an estimate of cost for all required expert testimony and legal
counsel.

9. American Tower will be excused from obligations set forth in this
Exhibit A-9 to provide a zoning permit that will result in a building
permit upon fulfilling the following requirements:

. American Tower has in good faith attempted to procure such permits and to
no fault of American Tower, the jurisdiction has refused permitting or
otherwise prevented a permit from being issued, or the site cannot be
leased.

. American Tower has diligently pursued the site and met the zoning
submission timeline consistent with the zoning approval forecast
identified in Exhibit C, or the

site cannot be leased.

. There is no site in the search area that can be permitted as defined in
the jurisdiction's ordinance or such site that can be permitted can not
be leased.

. American Tower no longer has sufficient work available in the applicable
Trading Area to warrant in-market resources as agreed by Client and
American Tower.

. A minimum of 18 months has elapsed since the release of search areas to
American Tower.

. A written request to be excused from the requirements of Exhibit A-9 has
been provided by American Tower to Client. Such written request will
provide a complete list of all RF acceptable sites in the search area
along with a chronology of contacts and a detailed disposition of each
site (why they cannot be zoned or leased).

9. American Tower will staff at American Tower's expense an M.I.S. graphics
specialist and provide the necessary associated equipment to prepare photo
simulations. Photo simulation will be a critical tool in obtaining landlord
and zoning approval.

EXHIBIT A-10

BUILDING PERMIT

American Tower shall apply for, coordinate/track and obtain building permit.

EXHIBIT A-11

CONSTRUCTION MANAGEMENT

1. PRE-CONSTRUCTION PLANNING

1.1. In support of the pre-construction planning requirements, American
Tower will complete the following activities:

1.2. Conduct construction feasibility assessments with all applicable
contractors to assess construction costs, identify potential problems,
and develop the most efficient design for each of Client's sites.
Coordinate the production and review of all construction drawings to
comply with Client's specifications and requirements.

1.3. Coordinate and manage new service requests, field surveys and the
installation of power and telephone service to manage the delivery of
new utility service on time and in compliance with Client's
specifications. Act as a liaison with local building jurisdictions to
expedite and obtain construction permits, answer questions and provide
additional information as required. Client will provide the necessary
power of attorney or other authorization for American Tower to obtain
power on Client's behalf if required by the power company. Client will
also assist American Tower in setting up an escrow account to expedite
power delivery if required by the power company.

1.4. Qualify and select Construction subcontractors. Develop and deliver
request for quotation packages, perform pre-bid meetings (bid walks)
with Construction subcontractors, and systematically evaluate the
responses. Each subcontractor is required to participate in a thorough
qualification process during which American Tower will verify, through
review of relevant documents that each is fully insured and has
obtained all required local, state and federal licenses and
certifications. Review safety programs and records, references and the
financial viability of any subcontractor. Coordinate subcontractor
selection activities with Client.

1.5. At Client's request and additional expense (i) procure materials and
supplies from wireless industry suppliers and manufacturer and (ii)
implement a customized inventory management system, designed to
effectively control material orders and their distribution.

1.6. Provide Material takeoff, expediting, and warehousing support as
required by Client.

1.7. Develop a Master Construction Plan that includes a detailed schedule
for each of Client's sites. American Tower shall continuously monitor
and update to ensure compliance with project milestones.

1.8. Coordinate with Client to minimize, to Client's satisfaction, the use
of the same contract labor or contractors to build the sites.

2. CONSTRUCTION EXECUTION

2.1. In support of construction execution, American Tower will:

2.2. Conduct pre-construction meetings with subcontractors, property
managers and utility service providers to ensure that construction
objectives, property owner concerns and site specific requirements are
understood and agreed upon by all parties involved in the buildout of
Client's network.

2.3. Provide supervision of all construction activities to minimize
disruption to property owners, to adhere to construction
specifications and standards, and complete construction in compliance
with Client construction schedule.

3. QUALITY ASSURANCE

3.1. As part of its quality assurance services, American Tower will:

3.2. Conduct a thorough quality assurance inspection upon completion of
each site, ensuring that each of Client's punch list items are
resolved within 48 hours.

3.3. Coordinate and attend site inspections with all local building
department representatives.

3.4. Prepare detailed as-built drawings that accurately reflect the
installation at each site.

3.5. Close out each site by compiling and providing Client with a
comprehensive site completion package. This package will create an
historical record of everything related to the construction of the
site and includes, without limitation, site identification data,
construction permit documentation, material reconciliation
construction test results, site photographs and as-built drawings.

EXHIBIT A-12

PROJECT REPORTING

American Tower will provide Client with weekly information regarding the
progress of the work. A list of the tasks that must be reported is found in the
matrix below and next to it a definition of the task and the abbreviation of the
site specialist responsible for reporting the task. This information will be put
into a format acceptable to Client. Each status report must include all the
following items as they have changed during that reporting interval. Next to
each task must be included the date it was completed or the expected date of
completion. Intervals for information reporting will be established by Client
Project Manager in the market.

MILESTONE & TASK REPORTING RESPONSIBILITIES AND DEFINITIONS
-----------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------
MILESTONE/TASK NAME MILESTONE/ TASK DESCIPTION RESPONSIBILITY MILESTONE
------------------- -------------------------- -------------- ---------

-------------------------------------------------------------------------------------------------------------------
RELEASE SEARCH AREA The date that Search Area has been issued by Client to CLIENT
American Tower.
-------------------------------------------------------------------------------------------------------------------
CANDIDATE IDENTIFIED The date that the Site Acquisition has submitted a SITE SA A
CANDIDATE APPROVAL FORM for 3 viable candidates to Client
Project Management and the RF group.
-------------------------------------------------------------------------------------------------------------------
RF APPROVAL The date that the RF Engineer determines that the RF A
Candidate in question will provide the coverage needed
for this search area.
-------------------------------------------------------------------------------------------------------------------
PRIMARY DESIGNATED The date that the best candidate for the search area has CLIENT A
been selected. The Primary site is the site that is
intended to be the site that Client builds.
-------------------------------------------------------------------------------------------------------------------
TECH. TEAM VISIT The date that the team of RF, Site Acquisition, Zoning, SA, RF, B
Construction and Interconnect meet at the site to Plan PZ, CM
the site design, determine the location of ALL equipment
and utility runs and create a site sketch.
-------------------------------------------------------------------------------------------------------------------
LEASE PROCESS This date incorporates the entire lease process from SA A
beginning to end. The completion date for this task is
when the Primary Lease is fully executed by Landlord and
Client, all easements are obtained, secondary landowner
leases are fully executed and any other site license
requirements have been obtained.
-------------------------------------------------------------------------------------------------------------------
STRUCTURAL This is the date when all structural evaluations and CM C
engineering has been completed, allowing for all
construction documents to be completed which includes all
requirements for building permits and bidding purposes.
-------------------------------------------------------------------------------------------------------------------
SURVEY The date of the land survey being completed. In this CM C
case,

-------------------------------------------------------------------------------------------------------------------

surveys will only be conducted on raw land sites.
-------------------------------------------------------------------------------------------------------------------
ENVIRONMENTAL This includes the date of completion of all environmental CM C
analysis such as Transaction Screens, Phase I's, NEPA,
Asbestos studies, Wetland studies and RF Emission studies.
-------------------------------------------------------------------------------------------------------------------
GEOTECH Geotechnical study of soil completed for foundation CM C
design.
-------------------------------------------------------------------------------------------------------------------
FAA & AM STUDIES Date of the Airspace study program run and FAA filing RF
completed if required, and the Evaluation, re-tuning and
re-evaluation required to locate antennas on an AM
transmission site.
-------------------------------------------------------------------------------------------------------------------
ZONING DRAWINGS The date that the Drawings for Zoning applications have CM C
been completed.
-------------------------------------------------------------------------------------------------------------------
APPLICATION DEADLINE The deadline date for turning in the application which PZ C
initiates the process of putting the project on the
hearing board's calendar in the jurisdiction.
-------------------------------------------------------------------------------------------------------------------
ZONING APPLICATION The date that the ZONING APPLICATION has actually been PZ C
SUBMITTED submitted to the jurisdiction.
-------------------------------------------------------------------------------------------------------------------
HEARING DATE Actual date of the HEARING for that site in the PZ C
jurisdiction.
-------------------------------------------------------------------------------------------------------------------
POWER ORDERED The date that first contact has been made to the CM D
electrical utility for ordering power to the site.
-------------------------------------------------------------------------------------------------------------------
TOWER ORDER AND DELIVERY This is the start date that the TOWER ORDER (monopole, CM D
etc.) is placed from the tower manufacturing company, and
the finish date that the tower is delivered.
-------------------------------------------------------------------------------------------------------------------
FOUNDATION DESIGN ORDER & This is the start date that the FOUNDATION DESIGN is CM D
DELIVERY ordered from the tower manufacturing company, and the
finish date that the FOUNDATION DESIGN is delivered.
-------------------------------------------------------------------------------------------------------------------
CONSTRUCTION DRAWINGS The start and finish dates for the start and completion CM D
of the CONSTRUCTION DRAWINGS.
-------------------------------------------------------------------------------------------------------------------
ZONING APPROVAL The date of the completion of the ZONING APPROVAL process PZ C
with all documents required (resolution, etc.) that
enable the building permit to be applied for or obtained.
The start date for this task is the day of the hearing
(if applicable).
-------------------------------------------------------------------------------------------------------------------
TELCO ORDERED The date of the first contact with the TELCO service IC D
provider for the site.
-------------------------------------------------------------------------------------------------------------------
OBTAIN PERMITS The finish date for this task is the date that ALL CM D
construction permits for the site have been approved. The
start date for this task is the date that the first
permit is applied for. The finish date for this task is
the date the last
-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------

permit is received
-------------------------------------------------------------------------------------------------------------------
NTP TO GC The date that the NOTICE TO PROCEED has been issued to CM D
the General Contractor. The is the document that gives
the General Contractor permission to enter the site and
begin construction.
-------------------------------------------------------------------------------------------------------------------
CONSTRUCTION START This is the date that the General Contractor starts CM D
construction at the site.
-------------------------------------------------------------------------------------------------------------------
ANTENNA SYSTEM The finish date for this task is the date that the CM D
antenna system installation is complete and ready for
testing. The start date for this task is the first day of
construction.
-------------------------------------------------------------------------------------------------------------------
POWER COMPLETE The finish date for this task is the date that all CM D
electrical wiring is complete and the power utility has
installed the power to the site. The start date for this
task is the first day of construction.
-------------------------------------------------------------------------------------------------------------------
SUBSTANTIAL COMPLETION This is the date that the General Contractor has CM D
substantially Completed the work at the site. This does
not include punch list or clean up items. In order for a
site to be substantially complete all items that enable
the site to go into service must be complete.
-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------

TELCO ACCEPTANCE This is the date that the TELCO service provider has IC
completed their installation and testing of T 1 service
and the conduits needed to bring service from the DEMARK
to the BTS are installed. There must be a complete
circuit from the BTS to the Switch.
-------------------------------------------------------------------------------------------------------------------
VENDOR INTEGRATE SITE This is the date that the Equipment Vendor (Ericsson or CLIENT
Nortel) have completed the installation of the BTS and
integrated it into the Switch. The start date for this
task will be the day that the vendor installs the BTS.
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RF OPTIMIZATION This is the date that the RF group completes the RF RF
optimization of the site after it is transmitting signal.
-------------------------------------------------------------------------------------------------------------------
ON AIR This is the date that the site is transmitting signal and CLIENT
the site is ready for on air service.
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LEGEND SA = Site Acquisition RF = RF Engineering PZ = Planning & Zoning
CM = Construction Management IC = Interconnect Engineering (Client)
In addition to the items listed above, American Tower is required to provide to
Client core site data, such as the site address. A list of this core site data
will be provided upon American Tower entering the market. Additional items to
report may be added to the above list as reasonably determined necessary by
Client.

EXHIBIT A-13

PROJECT MANAGEMENT

1. American Tower will provide the following services:

1.1. Develop and implement a thorough deployment plan which tracks all
activities associated with site acquisition and construction
management for each Site. The deployment plan will clearly articulate
schedule dependencies and critical path elements, identify the
allocation of resources, and update regularly to reflect the actual
deployment.

1.2. Implement a quality assurance program which, ensures that all
activities are performed to the highest quality standards.

1.3. Utilize a comprehensive cost accounting system which, will include, at
a minimum, procedures for conducting financial transactions, financial
tracking and management, and comprehensive financial reporting.

1.4. Implement a comprehensive relational database that allows single entry
and sharing of all project data. Reporting capabilities must be
developed to accommodate any reasonable Client request.

1.5. Implement comprehensive reporting mechanisms so that detailed site
progress is tracked on a daily basis and complete reports are provided
when required by Client.

1.6. Implement a comprehensive filing system which, ensures that all
relevant site information is organized and available. Utilize
electronic means whenever possible.

1.7. Manage and coordinate interactions among site acquisition, zoning and
other disciplines and construction management and other disciplines
involved in the system deployment (e.g., RF engineering, network
engineering, marketing). Ensure that both formal and informal
communications among these disciplines are effective and in the best
interest of Client.

EXHIBIT A-14

CLOSEOUT DOCUMENTATION

Upon completion of the project, compile and produce a file, binder or comparable
package for each site, containing the following minimum information as
applicable to each site.

1. Original Lease/Purchase Agreement

2. Recorded Memorandum of Lease

3. Original Easements

4. Site Candidate Report with Photo's

5. Site Survey

6. Geotechnical Report

7. Environmental Report with Client approval

8. Structural Analysis

9. Title Report, Insurance Policy and other curative documentation

10. FAA consultant study

11. FAA approval

12. Zoning Approval and Use Permit

13. FCC Tower Registration

14. List of all sub-contractors, vendors and A/E trades used on the site,
with contact names, address and telephone numbers listed for each.

15. Test reports for concrete, grounding systems and other construction
related items

16. Stamped tower and tower foundation drawings along with tower design
calculations

17. Stamped equipment shelter plans (if used)

18. Antenna system sweep test results

19. Site construction progress photographs

20. Full lien waivers for all materials and labor used to construct the
site

21. Warranties on work, equipment, materials, etc. used on the project.

22. All project correspondence

23. Building Permit Sign-Off

24. Original "Permitted" Drawings

25. Earth Compaction Test (If Applicable)

26. Manufacturer Warranties, Guarantees And Manuals (If Applicable)

27. As-Built Drawings, Submit the field set of red-lines, which would
include all red-lines made during construction. Verify that all
Superintendents are marking up the "For Construction" set each and
every day. At a minimum these drawings should dimensionally locate all
underground conduit and/or conductor lines from permanently located
objects or benchmarks, including lengths of runs between turns, bends,
pull boxes, etc. and lateral dimensions from existing lines and/or
critical objects (tanks, buildings, fences, etc.).

28. Prior to final application for payment, turn over to a Client
representative a copy of signed receipt for all keys to locked doors,
panels, gates, etc., all properly tagged and organized.

29. Final waiver of lien for all Services under this Agreement.

EXHIBIT B

1. MILESTONE SERVICES

Upon completion to the satisfaction of Company of the Milestone Services
set forth in Section 1 below, and as indicated in Exhibit A-12, Contractor will
receive the milestone rates below for sites withdrawn in accordance with Section
8.02 (b).

Milestone Services Milestone Rate
------------------ --------------

A. Site Selection $3,000
B. Site Acquisition $4,333
C. Site Zoning $6,566
D. Site Construction $7,334

2. EXPENSES

2.1. Included Expenses

2.1.1. The following expenses are included in the Milestone Rates set
forth above:

2.1.1.1. Travel and living

2.1.1.2. Field expenses for maps

2.1.1.3. Deeds and film development

2.1.1.4. Cellular phones/pagers

2.1.1.5. Cellular/paging service

2.1.1.6. Vehicles

2.1.1.7. Office equipment, including computers and copiers
(if additional copiers are required beyond what is
provided by Company)

2.1.1.8. Office rent (if additional space is required beyond
what is provided by Company); office supplies;
overnight mail and telephone service.

2.2. Excluded Expenses

2.2.1. The following expenses shall be considered expenses payable by
Company and in are addition to the Milestone Rates set forth above.

2.2.1.1. Any and all construction materials used in the
construction of the Sites:

2.2.1.2. Any and all construction subcontractor cost including,
but not limited to, cable and antenna contractors,
electricians, and tower erectors;

2.2.1.3. Architectural and electrical drawings;

2.2.1.4. Azimuth verification surveys;

2.2.1.5. Blueprint reproduction.

2.2.1.6. Building inspection fees;

2.2.1.7. Cable sweeps and other technical tests;

2.2.1.8. Purchase price for real estate acquisition and easement
rights;

2.2.1.9. All municipal filings, permit and inspection fees;

2.2.1.10. Delivery costs for all materials;

2.2.1.11. Engineering services;

2.2.1.12. Federation Aviation Administration study and analysis;

2.2.1.13. Floodway investigation;

2.2.1.14. Independent inspection agencies;

2.2.1.15. Legal support and expert witness fees for zoning
hearings;

2.2.1.16. Option fees for leases, lease options, purchase
agreements and purchase agreement options;

2.2.1.17. Environmental Study including soil compaction,
engineering and other inspections of the property
required or reasonably deemed necessary to provide a
thorough due diligence review of the project;

2.2.1.18. survey;

2.2.1.19. Soils tests and reports, including Geotechnical testing;

2.2.1.20. Structure loading study and analysis for towers,
rooftops, water tanks, billboards and signs, and other
similar facilities expected to contain PCS equipment;

2.2.1.21. Appraisals, title reports and title insurance premiums;
and

2.2.1.22. Tower/foundation design information.

2.2.1.23. GIS mapping.

3. TIME AND MATERIALS. The following rates will be used for work not included
in the milestone rates in Section 1 or Included Expenses in Section 2.1.

3.1. Project Manager $ 110/hour
3.2. Site Acquisition Manager $ 90/hour
3.3. Construction/Development Manager $ 70/hour
3.4. In-house Attorney $ 150/hour
3.5. Site Acquisition Specialist $ 60/hour
3.6. Paralegal $ 60/hour
3.7. Zoning Manager $ 70/hour
3.8. Zoning Assistant $ 50/hour
3.9. Project tracking $ 30/hour
3.10. Administrative Assistant $ 25/hour
3.11. Site Acquisition Specialist $ 70/hour

4. INVOICES

4.1. Contractor will submit invoices on the first of each month for
Milestone Services completed during the prior month. Such invoices
must be on the format provided to Contractor by Company. Accompanying
the written invoice shall be an electronic invoice on templates
provided to the Contractor by Company, structured to facilitate
electronic interface to Company's financial accounting systems.

4.2. Contractor may submit invoices upon reaching the following:

4.2.1. Milestone A . Upon Submission of candidate sheets. If no
candidate is found to be acceptable, then Contractor will
supply additional candidates at no additional charge until on
is found or RF redesigns the search area.

4.2.2. Milestone B. Upon submission of lease on primary candidate.

4.2.3. Milestone C. Upon submission of zoning application. If
Contractor is unable to acquire zoning approval, then
Contractor will zone another candidate at no additional charge.

4.2.4. Milestone D. Upon submission for building permit. If
Contractor does not complete construction on previously agreed
upon completion date, Contractor will pay a $1,000 per week
penalty for every week late after first being given written
notice of being late and a 15 day right to cure. Penalty will
be retroactive to the date of notice, if not cured. Force
▇▇▇▇▇▇ events will extend the due date.

4.3. Company will make payments for all amounts due hereunder within 30
days of receipt of invoice less any payments in dispute which will be
payable within 30 days of resolution of such dispute. Contractor shall
be entitled to assess a 3/4 of 1 % per month late fee on all
outstanding invoices properly issued, aged over 45 days and not in
dispute.

EXHIBIT C
---------

SCHEDULE

THIS PAGE WILL BE REPLACED WITH MILESTONE DELIVERY DATES FOR SITE SELECTION,
LEASING (SITE ACQUISITION WORK ITEM A-4(2), SITE ZONING, BUILDING PERMIT,
CONSTRUCTION START AND CONSTRUCTION COMPLETE FOR EACH SITE WITHIN 21 CALENDAR
DAYS OF THE RELEASE OF SEARCH AREAS TO AMERICAN TOWER..

---------------------------------------------------------------------------------------------
SITE SITE SITE SITE BUILDING CONSTRUCTION CONSTRUCTION
NUMBER SELECTION ACQUISITION ZONING PERMIT START COMPLETE
(SUBSTANTIAL
COMPLETION)
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EXHIBIT C-1

BASE PLAN

The attached base plan represents the Milestones, tasks, and logic that Client
will use to manage and report progress on this project. Although individual site
plans will vary, the attached represents an average duration for cell site
development.

EXHIBIT C-2

AVERAGE CYCLE TIMES

FOLLOWING IS A LIST OF MAXIMUM AVERAGE CYCLE TIMES THAT WILL BE ACHIEVED BY
AMERICAN TOWER (AND CLIENT AS INDICATED) FOR ALL ASSIGNED SITES:

------------------------------------------------------------------------------------------------------
CYCLE MAXIMUM AVERAGE CYCLE TIME
------------------------------------------------------------------------------------------------------

Final zoning drawings 15 work days from Tech Team Visit
------------------------------------------------------------------------------------------------------
Final Construction drawings (with Zoning) 25 work days from Tech Team Visit
------------------------------------------------------------------------------------------------------
Final Construction drawings (no Zoning) 15 Work Days From Tech Team Visit
------------------------------------------------------------------------------------------------------
Lease Execution (signed by both parties) 60 work days after release of search area
------------------------------------------------------------------------------------------------------
CLIENT Approval, conditional approval or rejection 5 work days after submission by American Tower
of candidates
------------------------------------------------------------------------------------------------------
CLIENT Acceptance or rejection of friendly sites 15 work days after submission by American Tower
------------------------------------------------------------------------------------------------------
Final signoff of lease when terms are acceptable by 5 work days
Client
------------------------------------------------------------------------------------------------------
Surveys, environmentals, geotechs, structurals and 10 work days after tech team visit
other engineering services
------------------------------------------------------------------------------------------------------
Construction Start to Construction Complete 20 work days
------------------------------------------------------------------------------------------------------
Zoning resolution to construction permitted 5 work days
------------------------------------------------------------------------------------------------------
Primary Site Selection to Tech Team Visit 5 Work days
------------------------------------------------------------------------------------------------------
Zoning start to zoning finish (hearing) 60 work days
------------------------------------------------------------------------------------------------------
Zoning start to zoning finish (no hearing) 15 work days
------------------------------------------------------------------------------------------------------
Sac identify and submit 3 candidates 20 work days after receipt of search area.
------------------------------------------------------------------------------------------------------
Title Reports 10 work days from release
------------------------------------------------------------------------------------------------------

EXHIBIT C-4
-----------

PERSONNEL

AMERICAN TOWER WILL PROVIDE THE FOLLOWING MINIMUM PERSONNEL AT LOCATIONS
------------------------------------------------------------------------
ACCEPTABLE TO CLIENT.
---------------------

--------------------------------------------------------------------------------
TITLE NAME
--------------------------------------------------------------------------------

PROJECT DIRECTOR
--------------------------------------------------------------------------------
PROJECT MANAGER
--------------------------------------------------------------------------------
PROJECT COORDINATOR/PLANNER/EXPEDITOR
--------------------------------------------------------------------------------
LEASING MANAGER
--------------------------------------------------------------------------------
ZONING MANAGER
--------------------------------------------------------------------------------
LEASING AGENTS (SITE ACQUISITION SPECIALISTS)
[1 FOR EVERY 8 SITES]
--------------------------------------------------------------------------------
ZONING SPECIALIST [1 FOR EVERY 12 SITES,
BASED ON SCHEDULE OF ZONING PHASE]
--------------------------------------------------------------------------------
ADMINISTRATIVE SUPPORT [ 1 FOR EVERY 25 SITES]
--------------------------------------------------------------------------------
PARALEGAL
--------------------------------------------------------------------------------
ATTORNEY
--------------------------------------------------------------------------------
CONSTRUCTION MANAGER
--------------------------------------------------------------------------------
AE MANAGER W/ ADMIN AND TECHNICIAN
--------------------------------------------------------------------------------
CONSTRUCTION SUPERINTENDENTS [1 FOR EVERY 8
SITES]
--------------------------------------------------------------------------------
UTILITY COORDINATOR (TELCO & POWER)
--------------------------------------------------------------------------------
PROCUREMENT COORDINATOR (MTL TAKEOFF & ORDER)
--------------------------------------------------------------------------------
CONSTRUCTION CONTRACT ADMINISTRATOR
--------------------------------------------------------------------------------
CONSTRUCTION COORDINATOR
--------------------------------------------------------------------------------
ENGINEER FOR DRAWINGS REVIEW
--------------------------------------------------------------------------------
PERMIT EXPEDITOR
--------------------------------------------------------------------------------
DATABASE ADMINISTRATOR
--------------------------------------------------------------------------------

EXHIBIT C-5

ORGANIZATION CHART AND STAFFING PLAN

THIS PAGE WILL BE REPLACED WITH AMERICAN TOWER'S ORGANIZATION CHART AND STAFFING
PLAN WITHIN 5 CALENDAR DAYS OF AGREEMENT EXECUTION DATE.

EXHIBIT D

A. PURPOSE

The purpose of these Site Standards is to create a quality site installation.
These standards are to be in effect for each site at which Client has equipment
in, on or at the site and at which Client has a right to occupy pursuant to the
Agreement to which this document is an attachment.

B. STATE, NATIONAL, AND OTHER STANDARDS

All installations must conform with all state, national, and other regulations
and the following state and national codes or any supplements, amendments or
provisions which supersede them:

a. American National Standards Institute:
ANSI/EIA-222F Structural Standards for Steel Antenna Towers and
Antenna Supporting Structures

b. FAA Regulations:
Vol. XI, Part 77 Objects Affecting Navigable Airspace
Advisory Circular Obstruction Marking and Lighting AC 70/7460
Advisory Circular High Intensity Obstruction Lighting Systems AC
150/5345-43, FAA/DOD Specifications L-856

c. FCC Rules and Regulations:
Code of Federal Construction, Marking and Lighting of Antenna
Regulations Title 47 Structures Chapter I, Part 17

d. National Electrical Code

e. Building Officials and Code Administrators International, Inc.
Basic National Building Code
Basic National Mechanical Code
State Building Code

f. National Fire Protection Association
Code 101 - Life Safety
Code 90A - Air Conditioning and Ventilating Systems
Code 110 - Emergency and Standby Power Systems

g. State Fire Safety Code

h. OSHA
Safety and Health Standards (29 CFR 1910) General Industry
Subpart R Special Industries
1910.268 Telecommunications
1926.510 Subpart M Fall Prevention

i) Ericsson Radio Systems Inc., Technical Document, RBS Engineering,
Security ▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇/▇▇▇▇▇▇▇.▇▇▇,
Revision B, May 23, 1995, or latest revision

j) Triton Construction Standards.

SITE DEVELOPMENT ---------------- AND ---

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