MASTER LEASE AGREEMENT

                                (Multiple Sites)


     MASTER LEASE AGREEMENT (this "MLA"), dated as of December 24, 2002, between
Dobson Cellular Systems, Inc., an Oklahoma corporation ("Landlord"), and AT&T
Wireless Services, Inc., a Delaware corporation ("AT&T Wireless" and, together
with its wireless communications affiliates designated to participate in this
MLA, collectively "Tenant").

     WHEREAS, certain affiliates of AT&T Wireless are licensed by the Federal
Communications Commission ("FCC") to construct and operate one or more wireless
communications systems (collectively, the "AW Network") throughout the United
States; and

     WHEREAS, Landlord and AT&T Wireless have entered into an Asset Exchange
Agreement of even date herewith (the "Exchange Agreement"); and

     WHEREAS, Landlord owns certain towers, poles, equipment sheds, conduit,
tanks, rights-of-way, easements, and/or other improvements ("Improvements") on
real property leased by it (each a "Site") in the California Markets (as such
term is defined in the Exchange Agreement) and wishes to lease or make available
on a non-exclusive basis the Sites located in the California Markets to Tenant
for the purpose of locating and operating wireless facilities along with all
related equipment (subject to tower load and space limitations), which shall
include but not be limited to up to 12 antennas, all associated cables,
equipment and accessories, E911 equipment, microwave equipment and space
(mutually acceptable to the parties both with respect to amount and location) in
the equipment room/cabinet, if any, for the provision of a 1900 MHz GSM network
deployment by Tenant (the "Wireless Facilities"; the term "Wireless Facilities"
shall include any applicable Tenant's Changes, as such term is defined in
Section 9.1 hereof); and

     WHEREAS, Tenant desires to lease from Landlord certain of such Sites for
such purpose.

     NOW THEREFORE, the parties hereby agree as follows:

1.   Master Lease

     This Master Lease Agreement ("MLA") sets forth the basic terms and
conditions upon which a Site is leased by Landlord to Tenant on an non-exclusive
basis. The term of this MLA shall commence on the date hereof and continue
(unless otherwise terminated earlier pursuant to subsections A-E of Section 10)
until the earlier of (i) the day before the second anniversary of the
termination of the Exchange Agreement, and (ii) the Closing Date (as such term
is defined in the Exchange Agreement).

     Upon the parties' agreement as to the particular terms pertaining to the
nature, amount and location of Tenant's Wireless Facilities on a Site, the
parties shall execute and attach hereto a completed site lease agreement ("SLA")
in the form attached hereto as Exhibit A, which is incorporated herein by this
reference. The terms and conditions of any SLA shall govern and control in the
event of a discrepancy or inconsistency with the terms and conditions of this
MLA.

2.   Premises

     Landlord either leases, licenses, or holds right-of-way or easement
interests in the Sites and owns certain Improvements. Upon execution of an SLA
and subject to the terms and conditions of this MLA and the applicable SLA for
the particular Site, Landlord hereby leases to Tenant, and Tenant leases from
Landlord, either (A) 12x28 (336) square feet of space on the roof, inside a
building or on the ground and 240 non-contiguous square feet of space for the
placement of the Wireless Facilities, (B) for existing towers 29 linear feet of
space on the structure plus 12x28 (336) square feet of space for the placement
of the Wireless Facilities, or (C) such other space as Landlord and Tenant shall
mutually agree upon with respect to a particular Site in the event that the
space set forth in subsection (A) or (B) is not available (provided, that
Landlord shall use commercially reasonable efforts to make such space available
but in no event will such commercially reasonable efforts be deemed to require
that Landlord relocate other tenants or its own facilities), and such easements
as are necessary for the antennas and other equipment installation as described
on Exhibit A at areas of the Site and the related Improvements over which
Landlord has control ("Premises") and as further described in the SLA.

     If the Premises are part of property leased by Landlord, the Premises are a
part of the same property leased to the Landlord by the property owner ("Owner")
under that certain lease identified in the SLA (the "Prime Lease"), which is
attached as Exhibit 6 of Exhibit A of the applicable SLA. Tenant acknowledges
that it has received a copy of the Prime Lease, and that this MLA and the
related SLA are subordinate to the applicable Prime Lease, and that Tenant has
read and agrees to comply with the applicable terms thereof. An SLA does not
create a contract between Tenant and Owner. Each SLA shall terminate in
accordance with the terms of such SLA or on the effective date of termination of
the Prime Lease, whichever occurs first, and Landlord shall have no liability to
Tenant related to such termination. Landlord shall give Tenant written notice of
such termination or expiration of the Prime Lease as soon as Landlord has
knowledge of same.

     Subject to the terms of this MLA, Landlord has the right to use for itself
and to lease or license to others, space available on the Premises for any
purpose, including, but not limited to, the provision of wireless services.

3.   Provision of Information

     Landlord shall provide Tenant with such information regarding each Site
which it operates throughout the California Markets, as is reasonably available
to Landlord and is reasonably necessary for Tenant to evaluate the usefulness of
such Site for the location of a Wireless Facility; provided that if Landlord
must incur costs or expenses as a direct result of providing such information to
Tenant, Tenant hereby agrees to pay for such costs or expenses, but only with
respect to Landlord's actual, reasonable, out-of-pocket expenses. Without
limiting the foregoing, Landlord agrees to use its reasonable efforts to cause
each of its managers at each such Site to cooperate fully with Tenant for the
purpose of making such evaluation, including, without limitation, providing
Tenant with access to such Sites and the opportunity to conduct limited testing
at any such Site, subject to reasonable limitations imposed by Landlord and/or
any of such managers.

4.   Term

     Subject to Sections 6 and 10 below, the term of each particular SLA shall
commence on the date on which Tenant obtains all necessary Governmental
Approvals (as such term is defined in Section 6.1) to install its Wireless
Facilities at such Site (the "Commencement Date") and shall continue thereafter
until the earlier of (i) (x) if Tenant has begun commercial operation at the
Site prior to the date of termination of the Exchange Agreement, the day before
the second anniversary of the termination of the Exchange Agreement, or (y) if
Tenant has not begun commercial operation at the Site prior to the date of
termination of the Exchange Agreement, the day of termination of the Exchange
Agreement, and (ii) the Closing Date. If the Exchange Agreement is terminated,
then with respect to each Site at which Tenant has begun commercial operations
Tenant will pay Landlord rent (the monthly amount of which shall be mutually
agreed upon by the parties at such time, and which amount shall be based upon
the then-applicable market rate with respect to each applicable SLA, which
market rate shall be evidenced by documentation provided by Landlord showing,
with respect to each applicable Premises, applicable rental rates for, to the
extent practicable, three comparable Premises) on a monthly basis for Tenant's
lease of each of the applicable Premises during the period between the date of
termination of the Exchange Agreement and the date that all of Tenant's Wireless
Facilities have been removed from such Site; provided, however, that in the
event that the termination of the Exchange Agreement was due solely to a breach
of the Exchange Agreement by Tenant, then in addition to the monthly rent stated
above, Tenant shall also pay to Landlord (after determination of the monthly
amount of rent as stated above) a lump sum of rent for each applicable Site for
the period commencing on the date Tenant began commercial operations at the
applicable Site through the date of termination of the Exchange Agreement (which
lump sum shall be due and payable within thirty (30) days after the date on
which the Exchange Agreement is terminated). If, however, the Exchange Agreement
is terminated by Tenant pursuant to Section 15.2(f) thereof, then Tenant shall
(i) cease commercial operations of the Wireless Facilities at each applicable
Site within three (3) business days of such termination, and (ii) remove, within
sixty (60) days of such termination, all Wireless Facilities at all Sites at
which installation of such has commenced. After expiration of such sixty (60)
day period this MLA, and all underlying SLA's, shall immediately terminate and
be null and void and of no further effect whatsoever.

5.   Permitted Use

     The Premises may be used by Tenant for the construction, installation,
operation, maintenance and replacement of the Wireless Facilities by Tenant (the
"Permitted Uses"). Tenant shall operate the Wireless Facilities in accordance
with all federal, state, and local laws and regulations, ordinances and orders
that pertain to the use and operation thereof ("Law"), as well as the terms of
this MLA, the applicable SLA and any Prime Lease. Tenant shall provide Landlord
with copies of all applications for Governmental Approvals filed with
governmental authorities and relating to the Sites, and any and all amendments
or renewals thereof, at the time of filing. Tenant shall not make any filings
(or amendments to filings) with the FAA or FCC relating to the Premises without
Landlord's prior written approval, which shall not be unreasonably withheld.

6.   Contingencies

     6.1 Governmental Approvals. Landlord acknowledges that Tenant's ability to
use any Site is contingent upon its suitability for Tenant's intended use from
both an economic and a technical engineering basis and Tenant's ability to
obtain any and all governmental licenses, permits, approvals or other relief
required by Law for such use (the "Governmental Approvals") and Landlord's
ability to obtain any other consents required for Tenant's use of such Site
(including, without limitation, such modifications to right-of-way permits,
licenses or franchise agreements as may be necessary); provided that each party
hereto shall have the right, without obligation, to appeal the denial of any
Governmental Approval or consent applied for by such party. For avoidance of
doubt, no party hereto shall have the right to appeal the denial of any
Governmental Approval or consent that was applied for by the other party hereto.
Each party agrees to use its reasonable efforts to cooperate with the other to
obtain the necessary Governmental Approvals for Tenant's use of the Premises as
contemplated by this MLA and the pertinent SLA and, at Tenant's expense,
Landlord agrees to join in any applications for Governmental Approvals and shall
use all reasonable efforts to obtain any such other required consents. Landlord
authorizes Tenant to prepare, execute and file all necessary or appropriate
applications to obtain Governmental Approvals for Tenant's use under any SLA.
Tenant will reimburse Landlord within 30 days of Landlord's demand for all
actual, reasonable, out-of-pocket expenses incurred by Landlord in obtaining,
and in cooperating with Tenant to obtain, any of the foregoing. Each party
hereto will use its commercially reasonable efforts to maintain (including,
without limitation, renewal) the Governmental Approvals issued in its name
pursuant to this MLA or any SLA.

     6.2 Title Issues. Tenant may, at its own cost and expense, order a title
search and/or survey of the Site which is a part thereof to determine if there
are any conditions, Liens (as such term is defined in the Exchange Agreement),
easements, restrictions, encroachments, overlaps or other rights or grants
(collectively, an "Encumbrance") which Tenant deems unsuitable or which would
interfere with Tenant's use and enjoyment of the Premises. If a survey is
performed, it shall become part of the applicable SLA as Exhibit 4. In the event
of any inconsistency between the SLA and the title search and/or survey,
Landlord shall make such amendments to the SLA and, to the extent such
Encumbrance is a direct result of Landlord's location of its Improvements on the
Premises, adjustments to the location of such Improvements as shall be
reasonably necessary for Tenant's use and enjoyment of the Premises. Subject to
Tenant's rights as set forth in Section 6.5 below, if any such title search
and/or survey discloses any Encumbrance which Tenant deems unsuitable or which
interfere with Tenant's use or enjoyment of the Premises, Landlord shall, at
Tenant's expense, cure such defects within twenty (20) days of receiving written
notice from Tenant of such along with reasonable documentation.

     6.3 Site Tests. Subject to the limitations of any Prime Lease applicable to
the Site in question, Tenant may perform, at its own expense, such tests
(including, without limitation, satisfactory soil boring, percolation or other
tests or reports as are deemed appropriate by Tenant) to determine the physical
characteristics and conditions of the Site. Any such tests or reports shall
indicate, to Tenant's satisfaction, that the Site is suitable for Tenant's use.

     6.4 Third-Party Consents/Non-Disturbance. Landlord shall, at Tenant's own
expense, use reasonable efforts to obtain within thirty (30) days from the date
of any SLA, such consents or approvals (other than Governmental Approvals) as
may be required from any third party to permit Tenant to use that Site as
contemplated in this MLA and the applicable SLA.

     6.5 Satisfaction of Contingencies. If any of the contingencies of this
Section 6 are not satisfied and not expressly waived by Tenant in writing,
Tenant shall have the right, without obligation, to terminate the applicable SLA
and render it null and void from and after the date of termination. If Landlord
is unable to obtain all required consents from third parties and Governmental
Approvals to allow Tenant to occupy a particular Site, Landlord shall have the
right, without obligation, to terminate the related SLA and render it null and
void from and after the date of termination.

7.   Rent

     If a Closing under the Exchange Agreement occurs, Tenant shall not be
obligated to pay rent to Landlord during the Term of this MLA. If the Exchange
Agreement is terminated, Tenant shall pay rent as described in Paragraph 4.

8.   Non-Interference

     8.1 Tenant represents and warrants that the Wireless Facilities will not
cause interference to the operations of Landlord or any other prior user of the
Premises as such operations existed as of the Commencement Date of the
applicable SLA. Tenant agrees that it will not modify the Wireless Facilities or
change the frequency or frequencies within which the Wireless Facilities are
operated without the prior written approval of Landlord, such approval not to be
unreasonably withheld. Tenant shall be responsible for all actual, reasonable,
out-of-pocket costs associated with any tests deemed necessary to resolve any
and all interference which Landlord determines or reasonably believes is being
caused by Tenant's Wireless Facilities or operations on the Premises. Further,
Tenant shall indemnify Landlord and hold it harmless from all expenses, costs,
damages, loss, claims or other expenses and liabilities arising from any such
interference caused by Tenant.

     8.2 If Tenant becomes aware that the Wireless Facilities are causing
interference with the operations of Landlord or any other prior user of the
Premises as of the Commencement Date of the SLA, Tenant shall promptly notify
Landlord in writing of the problem and take commercially reasonable steps
(without cost to Landlord) to correct or eliminate such interference. If such
interference is not corrected within two (2) days, Landlord, in its sole
discretion, may require that Tenant cease operation of the Wireless Facilities
until such interference is corrected or eliminated. If the interference is not
corrected by Tenant within thirty (30) days, Landlord may, upon written notice
to Tenant, terminate the applicable SLA, notwithstanding the provisions hereof
or any provision contained in the applicable SLA.

     8.3 Landlord agrees that subsequent to the Commencement Date of the
applicable SLA it will not license or permit another person or entity to use the
Premises if such person or entity will cause interference in Tenant's signal or
frequency, or the physical location of the Wireless Facilities.

     8.4 In the event Tenant has reason to believe that Landlord or a subsequent
tenant of Landlord is causing interference with Tenant's frequency or signal or
with the Wireless Facilities, Tenant shall promptly notify Landlord in writing
of such belief. Tenant shall in no way interfere with, tamper with or modify any
wireless facilities on the Premises belonging to Landlord or any other tenants
on the Premises. Upon its receipt of notice of interference, Landlord shall
promptly take commercially reasonable steps (without cost to Tenant) to correct
or eliminate such interference with the Wireless Facilities caused by any other
subsequent installation of wireless facilities or machinery on the Premises by
Landlord or any of its other tenants, which steps may include, without
limitation, enforcing provisions in any license or other agreement between
Landlord and the person or entity causing such interference. If Landlord is
unable to eliminate such interference with the Wireless Facilities within thirty
(30) days after receiving notice of the interference, Tenant shall have the
right to, upon written notice to Landlord, terminate the applicable SLA, but
shall have no further recourse against Landlord.

9.   Improvements; Utilities; Access

     9.1 Installation of Wireless Facilities. Subject to compliance with all
Laws, the terms of this MLA and the applicable SLA, as part of the Permitted
Use, Tenant may install at its expense on any Site the Wireless Facilities
described on Exhibit 1 and Exhibit 2 to the related SLA and shall be entitled to
replace any thereof from time to time (which replacements may exceed the
dimensions of, or vary in location from, the original improvements, as necessary
to meet Tenant's system operation requirements; provided that such replacements
do not cause Tenant or Landlord to be in violation of the terms and conditions
of this MLA, the applicable SLA, or applicable Law). Should the Wireless
Facilities in Exhibits 1 and 2 of the SLA be less than those described in this
MLA, Tenant shall have the right to add to its Wireless Facilities up to those
space limits described in Section 2. Landlord's execution of the SLA shall
signify Landlord's approval of the location of the Wireless Facilities at such
Site. Landlord also grants to Tenant the right at Tenant's expense to (i)
install and operate transmission cable as required for the Wireless Facilities
and to obtain utility service pursuant to the terms of Section 9.4 hereof, and,
(ii) subject to any restrictions set forth in the Prime Lease, erect, construct
or make site improvements, alterations or additions ("Tenant's Changes")
appropriate for the Permitted Use. All Wireless Facilities brought onto the Site
by Tenant shall remain Tenant's personal property and, at Tenant's option, may
be removed by Tenant at any time during the applicable term.

     Tenant may make reasonably appropriate alterations to any Site which do not
interfere with Landlord's or any other tenant's use of the Site in order to
accomplish Tenant's Changes in accordance with plans and specifications
("Plans") to be submitted to Landlord and reviewed for approval by Landlord not
later than 15 days from submission. After Landlord's (i) acceptance of any Plans
or (ii) failure to respond in writing to Tenant's proposed Plans within 15 days
of their receipt or (iii) failure to provide a written response within 5 days of
receipt of Plans revised by Tenant after comment from Landlord, the Plans shall
be deemed accepted. After acceptance, Plans will be considered incorporated in
the SLA as Exhibit 3. Any subsequent Tenant's Changes shall require the same
approval process. Tenant shall cause all construction to occur free of all Liens
on the Premises or the Site and in compliance with Landlord's reasonable
construction standards and applicable Laws. Tenant shall repair, at its expense
and to Landlord's reasonable satisfaction, any damages arising out of such
construction and removal of its Wireless Facilities. In the event any Lien on
the Premises or the Site arises out of labor, materials or supplies furnished to
or at the request of Tenant, Tenant shall immediately notify Landlord of such
Lien and shall cause such Lien to be discharged, by payment, bonding or
otherwise, within thirty (30) days after the date of notice of the same. In the
event Landlord determines, in its reasonable discretion, that the Tenant's
Changes on or about the Premises necessitates additional structural support for
the Premises, or any portion thereof, Tenant shall reimburse Landlord, within 30
days of Landlord's demand, for any actual, reasonable, out-of-pocket expenses
incurred by Landlord in constructing such additional support. Tenant understands
and agrees that any additional structural support necessitated by Tenant's
Changes shall become the sole property of Landlord upon the termination of the
applicable SLA. Landlord shall not knowingly permit or suffer any person to copy
or utilize the Plans for any purpose other than as provided in the SLA and shall
return the Plans promptly to Tenant.

     9.2 Access.

          (A) To the extent Landlord may lawfully grant such access, upon full
     execution of a SLA, Landlord shall thereby grant to Tenant a non-exclusive
     right of ingress to and egress from the Premises and any access road to the
     Premises for the purposes of installing, maintaining, operating and
     repairing Tenant's Wireless Facilities. Notwithstanding the foregoing,
     Landlord gives no guarantee to Tenant regarding Tenant's ability to enter
     or exit the Premises when weather conditions, road conditions, and any
     other element outside Landlord's control might affect Tenant's ability to
     enter the Premises. Upon the execution of a SLA, Landlord shall deliver to
     Tenant all necessary keys and combinations within Landlord's reasonable
     control to facilitate Tenant's ingress to and egress from the Premises.
     Subject to the provisions of the Prime Lease, Tenant shall be entitled to
     have access to the Premises twenty-four (24) hours per day, seven (7) days
     per week. To the extent reasonably practicable, Tenant shall notify
     Landlord within four (4) hours of any emergency occurring on the Premises.
     The rights of Tenant under this Section 9 shall be limited to authorized
     employees, contractors or subcontractors of Tenant, or persons under their
     direct supervision. Before Tenant allows any contractor or subcontractor
     access to the Premises, Tenant shall provide notice to Landlord.
     Notwithstanding the foregoing, Landlord accepts no responsibility for any
     acts or omissions committed by Tenant's employees, contractors, or
     subcontractors.

          (B) Notwithstanding the above, if Tenant has Wireless Facilities in a
     building located on the Premises, Tenant's access to the building will be
     subject to and limited by any reasonable security procedures instituted by
     Landlord for the protection of the Premises.

          (C) Notwithstanding the above, neither Tenant nor any employee,
     contractor, subcontractor or agent of Tenant shall allow any person to
     enter upon or climb on the tower located on the Premises ("Tower") without
     ensuring that such person is using appropriate preventive fall protection.
     In furtherance of and not in limitation of the foregoing, any employee,
     contractor, subcontractor or agent of Tenant ascending or descending the
     Tower shall be positively attached to the Tower by means of an
     OSHA-approved device. Landlord makes no representation or warranty to
     Tenant as to the fitness of any such device for any particular use or
     purpose.

     9.3 Maintenance. Tenant shall, at Tenant's expense, keep and maintain the
Wireless Facilities in commercially reasonable condition and repair during the
term of the SLA, reasonable wear and tear and damage from elements excepted,
and, upon termination, shall remove the Wireless Facilities and repair any
damage caused by such removal. Landlord retains the right to inspect the
property and Wireless Facilities of Tenant upon giving reasonable notice to
Tenant during the term of the SLA and to enter the Premises (accompanied, at
Tenant's option, by a representative of Tenant) for the purposes of such
inspection. In the event that Landlord determines in good faith that Tenant has
not maintained Tenant's property and the Wireless Facilities in good order and
repair according to industry standards, including applicable Law, Landlord shall
so notify Tenant in writing, specifying the maintenance and repairs required to
be performed by Tenant. In the event that within thirty (30) days following such
written notice Tenant shall not have performed such maintenance and repairs,
Landlord may, at its sole option, make such repairs as it deems reasonably
necessary and any actual, reasonable, out-of-pocket amounts expended by Landlord
therefor shall be reimbursed to Landlord by Tenant within thirty (30) days of
Landlord's demand therefor. Landlord shall not be liable for inconvenience,
disturbance, loss of business or other damage to Tenant by reason of repairing
the property and Wireless Facilities of Tenant which Tenant has failed to
properly maintain. Landlord shall maintain and repair its Improvements on the
Site, in commercially reasonable condition and repair, reasonable wear and tear
and damage from the elements excepted. No work shall be done by Landlord (or any
third party under Landlord's control) that could reasonably be expected to
adversely impact the Wireless Facilities without prior verbal notification to
Tenant, which notification shall be given sufficiently in advance of such work
for Tenant to take all reasonable steps to protect its Wireless Facilities from
any such adverse impact.

     9.4 Utility Service. Tenant shall pay any utilities charges due to Tenant's
use of the Site. Tenant shall have the right, at Tenant's expense, to improve
present electric service on the Site (including, but not limited to, the
installation of emergency power generators), subject to Landlord's consent which
will not be unreasonably withheld. Landlord hereby grants Tenant the right to
permanently place any electric lines and telephone lines on, or to bring such
lines across, the Site in order to service the Site and the Wireless Facilities,
provided that the location of such lines shall not unreasonably interfere with
the facilities of Landlord or any other tenant. If such service is available on
a Site, Tenant shall have the right to submeter from the Landlord on a monthly
basis for the electricity consumed by Tenant. In such case, Tenant shall pay
monthly the current local utility rate for submetered electric, after the meter
is read by the Landlord and billed to the Tenant.

     9.5 Emergency Service. Landlord and Tenant shall provide each other prompt
notice in the event either becomes aware of an emergency circumstance involving
any Site or any Wireless Facilities, using the emergency contact protocol set
forth on Exhibit D. In an emergency which threatens the Premises, the Site, or
the Wireless Facilities (as determined by Landlord in its reasonable discretion)
Landlord shall have the right to modify, to the extent necessary, Tenant's
Wireless Facilities for the purpose of eliminating or reducing, or attempting to
eliminate or reduce the emergency. Upon execution of any SLA, and at any time
during the term of the SLA as requested by Landlord, Tenant shall deliver to
Landlord all keys, combinations, and/or cards necessary to allow Landlord access
to Tenant's Wireless Facilities.

10.  Termination

     Except as otherwise provided herein, the applicable SLA may be terminated
prior to the end of the applicable term as follows:

     A. upon 45 days' written notice by the non-breaching party if the other
party defaults under such SLA or this MLA and fails to cure such default within
such 45-day period, provided that any termination pursuant to this subsection
10A shall not relieve the breaching party of its liability for any damages
resulting from its breach of such SLA or this MLA.

     B. upon 45 days' written notice by either party (without penalty or further
liability hereunder with respect to either party), if Tenant or Landlord is
unable to obtain, maintain, or otherwise forfeits or cancels any Governmental
Approval necessary for the construction and/or operation of the Wireless
Facilities covered by such SLA;

     C. upon 45 days' written notice by Tenant (without penalty or further
liability hereunder with respect to either party) if the Premises are or become
unacceptable in Tenant's sole discretion due to Tenant's design or engineering
specifications for its Wireless Facilities covered by such SLA or the
communications network to which the Wireless Facilities belong;

     D. immediately upon written notice by either party (without penalty or
further liability hereunder with respect to either party) if the Premises or the
Wireless Facilities covered by such SLA are destroyed or damaged (other than as
a result of the Tenant's negligence) so as to adversely affect Tenant's use of
the Wireless Facilities (unless Landlord undertakes to rebuild such Site and
such rebuilding is accomplished within substantially the same period of time
that a replacement site would be available to Tenant). In such event, all rights
and obligations of the parties shall cease as of the date of the damage or
destruction. If Tenant elects to continue the applicable SLA, any rent payment
required to be made by it with respect to the applicable SLA in accordance with
the terms of this MLA shall be reduced by the amount of time required by
Landlord to restore the Premises to the condition existing immediately prior to
such damage or destruction; and

     E. immediately upon written notice by either party (without penalty or
further liability hereunder with respect to either party) at the time title to
the Site covered by such SLA transfers to a condemning authority, pursuant to a
taking of all or a portion of the Site. Landlord and Tenant shall each be
entitled to pursue their own separate awards with respect to such taking. Sale
of all or part of the Site to a purchaser with the power of eminent domain, in
the face of the exercise of the power, shall be treated as a taking by
condemnation.

     Upon any termination of an SLA prior to the end of the applicable term, the
Wireless Facilities installed or constructed upon such Site by or on behalf of
Tenant shall remain the property of Tenant, and Tenant shall be obligated to
remove such Wireless Facilities at its sole expense within (i) 60 days of
Landlord's termination of the applicable SLA pursuant to subsection 10A above or
(ii) 120 days of the termination of the applicable SLA or the MLA either by
Tenant pursuant to subsection 10A above or by the appropriate party pursuant to
subsection 10B-E above. Tenant shall be required to repair, at its expense, any
damage to a Site (including, without limitation, the Improvements) resulting
from Tenant's use of or removal of its Wireless Facilities and shall compensate
Landlord within thirty (30) days of Landlord's demand for Landlord's actual,
reasonable, out-of-pocket costs resulting from such removal.

11.  Taxes

     Landlord shall pay when due all real property, use and occupancy, and
transfer taxes and all other fees and assessments attributable to the Site.
However, Tenant shall pay, to Landlord within thirty (30) days of Landlord's
demand any increase in real property taxes levied against the Premises which is
attributable to Tenant's use of the Site (excluding any additional taxes that
relate to the period prior to the Commencement Date, i.e., roll-back taxes, but
including any such taxes which are incurred as a direct result of Tenant's use
of such site), and Landlord agrees to furnish reasonable documentation of such
increase to Tenant. Tenant will pay all personal property taxes assessed on its
Wireless Facilities and Tenant's Changes. To the extent that any of the Wireless
Facilities or Tenant's Changes are assessed together with real or personal
property of Landlord, Tenant shall reimburse Landlord for any taxes paid by
Landlord and attributable to such assessment upon demand by Landlord, which
demand will be accompanied by reasonable documentation of such assessment.

12.  Insurance and Subrogation

     Tenant, at its expense, will maintain commercial general liability, workers
compensation and any other insurance as required by Law, with the aggregate
amount of commercial general liability insurance to be no less than $2,500,000.
Tenant may satisfy this requirement by obtaining appropriate endorsement to any
master policy of liability insurance Tenant may maintain. Landlord and Tenant
hereby mutually release each other (and their successors or assigns) from
liability and waive all right of recovery against the other for any loss or
damage covered by their respective first party property insurance policies for
all perils insured thereunder. In the event of such insured loss, neither
party's insurance company shall have a subrogated claim against the other.

13.  Hold Harmless

     Tenant agrees to indemnify, defend and hold Landlord harmless from and
against any and all injury, loss, damage or liability (or any claims in respect
of the foregoing), costs or expenses (including reasonable attorneys' fees)
arising directly from the transactions contemplated hereby, including but not
limited to any negligent act or omission of Tenant or its employees, agents or
independent contractors, or the willful misconduct of any thereof, or the breach
of this MLA, except to the extent attributable to the negligent or intentional
act or omission of Landlord, its agents or independent contractors.

     Landlord agrees to indemnify, defend and hold Tenant harmless from and
against any and all injury, loss, damage or liability (or any claims in respect
of the foregoing), costs or expenses (including reasonable attorneys' fees)
arising directly from any negligent act or omission of Landlord or its
employees, agents or independent contractors, or the willful misconduct of any
thereof, or the breach of this MLA, except to the extent attributable to the
negligent or intentional act or omission of Tenant, its agents or independent
contractors.

     Notwithstanding anything to the contrary in this MLA, each of Tenant and
Landlord hereby waives any claims that they may have against the other with
respect to consequential, incidental or special damages. A party claiming
indemnification under this Section 13 must promptly notify (in writing and in
reasonable detail) the other party from which indemnification is sought of the
nature and basis of such claim for indemnification.

14.  Notices

     All notices and other communications required or permitted to be given
hereunder shall be in writing and shall be deemed to have been duly given if
delivered sent by telecopier, recognized overnight delivery service, electronic
mail (provided that any such communications are concurrently sent by first class
mail in accordance with this Section 14), return receipt requested, or
registered or certified first class mail, return receipt requested, postage
prepaid, to the following addresses:

         If to Landlord, to:

         Dobson Cellular Systems, Inc.
         14201 Wireless Way
         Oklahoma City, OK 73134
         Attention: Ronald L. Ripley
         Facsimile: 405-529-8765
         Email: rripley@dobson.net

         with a required copy (which will not constitute notice) to:

         Timothy J. Duffy
         Chief Technical Officer
         Dobson Cellular Systems, Inc.
         14201 Wireless Way
         Oklahoma City, OK 73134
         Facsimile: 405-529-8555
         Email: tduffy@dobson.net

         Edwards & Angell, LLP
         2800 Financial Plaza
         Providence, Rhode Island 02903
         Attention: David K. Duffell, Esq.
         Facsimile: 401-276-6611
         Email: dduffell@ealaw.com

         If to Tenant, to:

         7277 164th Avenue N.E.
         Redmond, Washington 98052
         Attention: Mark D. Bradner
         Facsimile: 425-580-8405
         Email: mark.bradner@attws.com

         with required copies (which will not constitute notice) to:

         AT&T WIRELESS
         Attn: Lease Management Department
         Re:  [Cell Site Name & Number]
         2729 Prospect Park Drive
         Rancho Cordova, CA  95670
         Facsimile: (916) 636-2714

         and to:

         AT&T Wireless Services, Inc.
         Attn: Legal Dept.
         15 E. Midland Avenue
         Paramus, NJ 07652
         Facsimile: (201) 576-3179

     Notices delivered personally shall be effective upon delivery against
receipt. Notices transmitted by telecopy or electronic mail shall be effective
when received, provided that the burden of proving notice when notice is
transmitted by telecopy or electronic mail shall be the responsibility of the
party providing such notice. Notices delivered by overnight mail shall be
effective when received. Notices delivered by registered or certified mail shall
be effective on the date set forth on the receipt of registered or certified
mail, or 72 hours after mailing, whichever is earlier.

15.  Quiet Enjoyment, Title and Authority

     Landlord covenants and warrants that (i) it has full right, power and
authority to execute this MLA and each SLA, has the power to grant all rights
contemplated by this MLA and any and all SLAs, and the execution and performance
of this MLA and the SLAs by Landlord will not violate or conflict with any other
agreement, order, undertaking, Law to which Landlord or the Sites may be
subject; (ii) except as described on Exhibits attached to any SLA, it has good
title to, or leasehold interest or a license in (with rights to enter into each
SLA) each Site and the Improvements thereon free and clear of any Liens; and
(iii) Tenant shall have the quiet enjoyment of the Premises and Tenant shall not
be disturbed as long as Tenant is not in default beyond any applicable grace or
cure period.

     Tenant covenants and warrants that it has full right, power, and authority
to execute this MLA and each SLA, and the execution of this MLA and each SLA,
and the performance of its obligations thereunder, by Tenant will not violate or
conflict with or receive any consent or notice under any other agreement, order,
undertaking or Law to which Tenant or the Site may be subject.

16.  Compliance with Laws

     Landlord represents, warrants and agrees that each Site is in and will
remain during the term of the related SLA in compliance in all material respects
with all federal, state and local laws and regulations applicable to Landlord
and Landlord's operations thereon, including, without limitation, requirements
as to the painting and illumination of any towers that may be part of the Site
("Legal Compliance"). If, as a direct result of the Tenant's Permitted Use,
Landlord is required to incur additional expenses for Legal Compliance, Tenant
agrees to reimburse Landlord for its actual, reasonable, out-of-pocket
additional expenses within 30 days of Landlord's demand.

17.  Alarm System

     If applicable, Landlord agrees (i) to allow Tenant to bridge into
Landlord's tower and structure lighting, and automatic alarm system ("Alarm")
for each Site which monitors the lighting of the tower so as to permit a
parallel alarm system and Tenant shall be permitted continuous access to make
repairs and inspections to its line, or (ii) if Landlord currently does not have
an automatic Alarm at any Site, to cause to be installed such an Alarm which can
accommodate a bridge-in by Tenant, at Tenant's cost and expense , and to allow
Tenant, at Tenant's own cost and expense, to bridge into the Alarm and for
Tenant to have continuous access to make repairs and inspections to its bridge.
Landlord shall, at its own expense, be responsible for the repair of the Alarm
and for maintaining it in good operating condition. Tenant shall, at its own
expense, be responsible for the maintenance and repair of its bridge. Nothing
contained herein shall obligate Tenant to maintain Landlord's alarm system and
Landlord acknowledges that it, and not Tenant, shall be liable and responsible
for compliance with all tower marking and lighting requirements which may be
required by the Federal Aviation Administration or the Federal Communications
Commission. Landlord shall indemnify, defend and hold harmless Tenant from any
fines or other liabilities caused by Landlord's failure to comply with such
requirements.

18.  Environmental Laws

     Tenant represents, warrants and agrees that it will conduct its activities
at each Site in compliance with all applicable Environmental Laws (as defined in
attached Exhibit B). Landlord represents, warrants and agrees that it has in the
past and will in the future conduct its activities at each Site in compliance
with all applicable Environmental Laws.

     If and only if the Exchange Agreement is terminated, then each party hereto
agrees to defend, indemnify and hold the other party hereto harmless from and
against any and all claims, causes of action, demands and liability including,
but not limited to, damages, costs, expenses, assessments, penalties, fines,
losses, judgments and reasonable attorneys' fees that such other party may
suffer due to any Hazardous Substances at a Site generated by the first party at
such Site. The indemnifications in this Section 18 specifically include direct
costs incurred in connection with any investigation of site conditions or any
cleanup, remedial, removal or restoration work required by any governmental
authority. For avoidance of doubt, the foregoing indemnification obligation will
be of no force or effect if a Closing occurs under the Exchange Agreement and,
so long as the Exchange Agreement is in effect (for avoidance of doubt,
including if a Closing has occurred), all rights of Landlord and AT&T Wireless
with respect to environmental claims shall be governed by the terms of the
Exchange Agreement.

19.  Assignment and Subleasing

     With respect to the period between the date of this MLA and the earlier of
the termination of the Exchange Agreement and the Closing Date, each of Landlord
and Tenant may assign this MLA and any SLA and its related rights thereunder to
any person or business entity which is licensed by the FCC and is the successor
to Landlord's or Tenant's entire nationwide business, as appropriate, by merger,
sale of assets, sale of equity, or otherwise provided that such successor agrees
in writing to be bound by the terms of this MLA and all applicable SLAs. Upon
notification of one party to the other of any such action, the party providing
notice shall be relieved of all future performance, liabilities and obligations
under such SLA. If any SLA is transferred without all the SLAs being transferred
simultaneously, this MLA shall be deemed also to have been transferred to the
transferee of such SLA to the extent necessary to provide the general terms and
provisions applicable to the transferred SLA. Neither party may otherwise assign
or sublet any SLA without the other party's consent, which shall not be
unreasonably withheld or delayed.

     If the Exchange Agreement is terminated, then neither party hereto may
assign this MLA and any SLA and its related rights thereunder to any person or
business entity without the prior written consent of the other party; provided
however, that (i) Landlord may make such an assignment without Tenant's prior
written consent if it is in conjunction with a sale of all or substantially all
of the towers covered by this MLA; and (ii) Tenant may make such assignment
without Landlord's prior written consent if it is to an affiliate controlled by
AT&T Wireless.

20.  Successors and Assigns

     Each SLA shall run with the Site, and shall be binding upon and inure to
the benefit of the parties, their respective successors, personal
representatives and assigns.

21.  Waiver of Landlord's Lien

     Landlord hereby waives any and all lien rights it may have, statutory or
otherwise, concerning the Wireless Facilities or any portion thereof which shall
be deemed personal property for the purposes of each SLA, regardless of whether
or not same is deemed real or personal property under applicable law.

22.  Miscellaneous

     22.1 The prevailing party in any litigation or arbitration arising
hereunder shall be entitled to its reasonable attorneys' fees and court costs,
including appeals, if any.

     22.2 This MLA and each SLA constitutes the entire agreement and
understanding of the parties, and supersedes all offers, negotiations and other
agreements related thereto. There are no representations or understandings of
any kind related thereto not set forth therein. Both parties acknowledge and
agree that neither has relied on any estimates of the potential number of sites
that may be leased or potential rental amounts under this MLA as an inducement
to enter into this MLA and that any such estimates shall not constitute a
representation or warranty. Any amendments to this MLA or any SLA must be in
writing and executed by both parties.

     22.3 If either party is represented by a real estate broker in this
transaction, that party shall be fully responsible for any fee due such broker,
and shall hold the other party harmless from any claims for commission by such
broker.

     22.4 Each party agrees to use its reasonable efforts to cooperate with the
other in executing any documents (including a Memorandum of Lease in the form
attached hereto as Exhibit C), easement agreements, and a non-disturbance
agreements necessary to protect its rights under this MLA and the SLAs. A
Memorandum of Lease may be recorded in place of this MLA or any SLA, by either
party.

     22.5 Each SLA and this MLA as applied to that SLA shall be construed in
accordance with the laws of the county and state in which the Site is located,
without regard to conflicts of law.

     22.6 If any term of this MLA or any SLA is found to be void or invalid,
such invalidity shall not affect the remaining terms thereof, which shall
continue in full force and effect.

     22.7 Unless otherwise specified, the following rules of construction and
interpretation apply: (i) captions are for convenient reference only and in no
way define or limit the construction of the terms and conditions hereof; (ii)
use of the term "including" shall be interpreted to mean "including but not
limited to;" use of the terms "termination" or "expiration" are interchangeable;
use of the terms "will" and "shall" are interchangeable; (iii) except as
otherwise expressly stated, whenever a party's approval or consent is required
under this MLA or a SLA, such consent shall not be unreasonably withheld or
delayed; and (iv) exhibits are an integral part of this MLA and any SLA.

     22.8 Either party shall, at any time upon 15 days' prior written notice
from the other, execute, acknowledge and deliver to the other a statement in
writing (i) certifying that this MLA or a SLA is unmodified and in full force
and effect (or, if modified, stating the nature of such modification and
certifying this MLA or the SLA, as so modified, is in full force and effect) and
(ii) acknowledging that there are not, to such party's knowledge, any defaults
on the part of the other party hereunder, or specifying such defaults if any are
claimed. Any such statement may be conclusively relied upon by any prospective
purchaser of the applicable SLA or Wireless Facilities. Failure to timely
deliver such a statement shall be conclusive as a self-operative statement from
the party from whom requested that (i) this MLA or the SLA is in full force and
effect (without modification except as may be properly represented by the
requesting party), and (ii) there are no defaults in the requesting party's
performance.

     22.9 Any controversy, dispute or claim (collectively, a "Dispute") between
the parties arising out of or relating to this MLA or an SLA, or the breach,
termination or validity thereof, shall be finally settled by arbitration in
accordance with the commercial arbitration rules of the American Arbitration
Association ("AAA") then pertaining. However, in all events, these arbitration
provisions shall govern over any conflicting rules that may now or hereafter be
contained in the AAA rules. The arbitration shall be held in the State of New
York unless the parties mutually agree to have the arbitration held elsewhere,
and judgment upon the award made therein may be entered by any court having
jurisdiction in the State of New York; provided however, that nothing contained
in this Section 22.9 shall be construed to limit or preclude a party from
bringing any action in any court of competent jurisdiction for injunctive or
other provisional relief to compel another party to comply with its obligations
under this MLA or applicable SLA during the pendency of the arbitration
proceedings. Any judgment upon the award rendered by the arbitrators may be
entered in any court having jurisdiction over the subject matter hereof. The
arbitrator shall have the authority to grant any equitable and legal remedies
that would be available in any judicial proceeding instituted to resolve any
claim hereunder.

     Any such arbitration will be conducted before a single arbitrator who shall
be chosen by agreement of the parties, or, if the parties cannot agree, in
accordance with the rules of the AAA. The arbitrator shall permit such discovery
as he shall determine is appropriate in the circumstances, taking into account
the needs of the parties and the desirability of making discovery expeditious
and cost-effective. Any such discovery shall be limited to information directly
related to the controversy or claim in arbitration and shall be concluded within
sixty (60) days after appointment of the third arbitrator.

     The substantially prevailing party in any arbitration hereunder, as
determined by the arbitrator, shall be entitled to an award of a percentage of
its reasonable costs incurred in connection therewith, including attorneys'
fees, determined by dividing the amount actually awarded to the prevailing party
by the amount claimed by the prevailing party.

     For any Dispute submitted to arbitration, the burden of proof will be as it
would be if the claim were litigated in a judicial proceeding.

     Upon the conclusion of any arbitration proceedings hereunder, the
arbitrator will render findings of fact and conclusions of law and a written
opinion setting forth the basis and reasons for any decision reached and will
deliver such documents to each party to this Agreement along with a signed copy
of the award.

     The arbitrator chosen in accordance with these provisions will not have the
power to alter, amend or otherwise affect the terms of these arbitration
provisions or the provisions of this MLA or applicable SLA and shall make his
decision based on and in accordance with the provisions of this MLA or
applicable SLA.

     22.10 In the event of any conflict between the provisions of this Agreement
and the provisions of any Law with respect to any matter contained herein
(including without limitation provisions for the imposition of fees and for
access to poles and facilities), the provisions of the applicable Law shall
prevail, whether adopted before or after the date of this Agreement.

     22.11 AT&T Wireless shall cause any of its affiliates which are parties to
SLAs entered into in connection with this MLA to comply with the terms of this
MLA and any applicable SLA. In addition, in the event that any such affiliate
fails to make any payments to Landlord which are due and payable under the terms
of this MLA or the applicable SLA, AWS shall, upon written notification from
Landlord, promptly (a) cause the applicable affiliate to make such payment, or
(b) make such payment itself.

23.  Force Majeure

     The parties' performance under this MLA or any SLA shall be excused if such
nonperformance is due to acts or occurrences which are not voluntary by such
party or its affiliates and beyond their reasonable control, including, without
limitation, involuntary equipment failure, involuntary inability or delay in
securing equipment, civil commotions, acts of war, acts of nature, weather
disturbances or adverse weather conditions, and other circumstances beyond the
parties' reasonable control.

24.  No Partnership

     Nothing in this MLA or any SLA shall be construed as making the parties
hereto partners, joint venturers, members of a joint enterprise or, except as
specifically otherwise provided for herein, as rendering either of said parties
liable for the debts or obligations of the other

25.  License

     To the extent Tenant needs to access its areas of the Sites that are not
covered by Tenant's leasehold interest, to other areas not leased hereunder
(whether or not located on the Site) or to personal property of Landlord
(whether or not located on the Site) in order to exercise its rights under the
MLA, Landlord hereby grants Tenant a license for such access to the extent such
access is within Landlord's commercially reasonable control and at no cost to
Landlord consistent with Permitted Uses hereunder.

26.  No Electronic Signature/No Option

     The submission of this MLA to any party for examination or consideration
does not constitute an offer, reservation of or option for the Site based on the
terms set forth herein. This MLA will become effective only upon the handwritten
legal execution and delivery hereof by Landlord and Tenant.

<PAGE>

     The parties have entered into this MLA as of the first date stated above.

LANDLORD:

DOBSON CELLULAR SYSTEMS, INC.

                              By  THOMAS A. COATES
                              Name  Thomas A. Coates
                              Title Vice President


TENANT:

AT&T WIRELESS SERVICES, INC., d/b/a AT&T Wireless Services

                              By  MARK D. BRADNER
                              Name  Mark D. Bradner
                              Title Vice President, Corporate Development

<PAGE>
                                                        LEASE NO._________
                                                        STRUCTURE NO._____

                                                                       EXHIBIT A

                              Site Lease Agreement


     to the Master Lease Agreement between Dobson Cellular Systems, Inc., an
Oklahoma corporation ("Landlord"), and AT&T Wireless Services, Inc., a Delaware
corporation ("AT&T Wireless" and, together with its wireless communications
affiliates which elect to participate in this Lease, collectively "Tenant").

1. Site No./Name:

2. Name of Tenant:

3. Site Address: (street address and legal description - attach if necessary)

4. Site Latitude and Longitude:

5. Monthly Rent:

6. Term:

7. Site Landlord-Owned: ______ or Landlord-Leased: ______

   If leased, Term of Underlying Lease:

8. Special Access Requirements:

9. Existing Mortgages, etc.:

10. Existing Environmental Issues:

11. Landlord Contact for Access for Emergency:

12. Tenant Contact for Emergency

13. Tenant's Address for Notice Purposes:




                           Landlord:


                           By: _______________________________________________
                           Name: _____________________________________________
                           Title: ____________________________________________
                           Date: _____________________________________________


                           Tenant:


                           By: _______________________________________________
                           Name: _____________________________________________
                           Title: ____________________________________________
                           Date: _____________________________________________

Attachments:  Exhibit 1:        Description of Antennas/Dishes Location(s)

              Exhibit 2:        Description of Wireless Facilities Shelter/Room/
                                Cabinet Location(s)

              Exhibit 3:        Plans and Specifications

              Exhibit 4:        Survey and Existing Liens, Rights of Way,
                                Easements and Mortgages

              Exhibit 5:        Current Wireless Communications Uses of Site
                                (including frequencies)

              Exhibit 6:        Prime Lease

<PAGE>

                                                                       EXHIBIT B

     to the Master Lease Agreement dated ____, 200_, between _________________,
as Landlord, and AT&T Wireless Services, Inc., d/b/a AT&T Wireless Services, a
Delaware corporation ("AT&T Wireless" and, together with its wireless
communications affiliates which elect to participate in this Lease, collectively
"Tenant").

                               Environmental Laws

     As used in this MLA, "Environmental Laws" means all federal, state and
local environmental laws, rules, regulations, ordinances, judicial or
administrative decrees, orders, decisions, authorizations or permits, including,
but not limited to, the Resource Conservation and Recovery Act, 42 U.S.C. ss.ss.
6901, et seq., the Clean Air Act, 42 U.S.C. ss.ss. 7401, et seq., the Federal
Water Pollution Control Act, 33 U.S.C. ss.ss. 1251, et seq., the Emergency
Planning and Community Right to Know Act, 42 U.S.C. ss.ss. 1101, et seq., the
Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.
ss.ss. 9601, et seq., the Toxic Substances Control Act, 15 U.S.C. ss.ss. 2601,
et seq., the Oil Pollution Control Act, 33 U.S.C. ss.ss. 2701, et seq., and
__________________________ (state laws), or any other comparable local, state or
federal statute or ordinance pertaining to the human health and the environment
and all regulations pertaining thereto.

     As used in this MLA, "Hazardous Substance" means any hazardous substance as
defined by the Comprehensive Environmental Response, Compensation and Liability
Act, as amended from time to time; any hazardous waste as defined by the
Resource Conservation and Recovery Act of 1976, as amended from time to time;
any and all material or substance defined as hazardous pursuant to any federal,
state or local laws or regulations or order; and any substance which is or
becomes regulated by any federal, state or local governmental authority; and any
oil, petroleum products and their by-products.

<PAGE>
                                                                       EXHIBIT C

THIS AGREEMENT IS THE PROPERTY OF AT&T Wireless Services (and after recording
return to): 14520 NE 87th Street, Redmond, Washington 98052,Attn:Real Estate
Coordinator


_____________________________________________________________________________

Cell Site ID: _______________________

City:    _______________________________

County: _____________________________

State: ______________________________

                               Memorandum of Lease

                    MADE as of the ____ day of _______, 200_

                                 BY AND BETWEEN


____________________________, a ________________ corporation with a principal
place of business located at _________________ ______________________
("Landlord"), and ___________________________[legal entity name], d/b/a AT&T
Wireless Services, a Delaware corporation with a principal place of business
located at _________________________ ("AT&T Wireless" , "Tenant").

                                   WITNESSETH:

     WHEREAS, as of the date hereof, Landlord and Tenant entered into a certain
Site Lease (the "Lease"); and

     WHEREAS, Landlord and Tenant are desirous of entering into this Memorandum
of Lease pursuant to the provisions of the [insert state law cite].

     NOW, THEREFORE, intending to be legally bound, Landlord and Tenant hereby
set forth the following information with respect to the Lease:

1.   The name of the Landlord is _______________, a ___________ corporation.

2.   The name of the Tenant is __________________________ [legal entity name],
     d/b/a AT&T Wireless, a Delaware corporation.

3.   The addresses set forth in the site Lease as addresses of the parties are
     as set forth in the preamble to this Memorandum of Lease.

4.   The Lease is dated as of the date hereof.

5.   The description of the demised premises as set forth in the Lease is as set
     forth in Exhibit A attached hereto.

6.   The date of the commencement of the term of the Lease is ______________,
     20___.

7.   The term of the Lease is ___________ years.

8.   The Tenant has the right to renew the Lease for ________________
     [successive] renewal term[s] of ____ years each.

9.   All property brought onto the demised premises by Tenant shall remain
     Tenant's personal property and, at Tenant's option, may be removed by
     Tenant at any time during the term, but no later than 30 days after the
     Lease has terminated.
<PAGE>

WITNESS the due execution hereof.


                                          LANDLORD:


                                          _________________________ ,
                                          a _____________ corporation

(SEAL)


Attest:                                      By:


Name:                                        Name:


Title:                                       Title:



Date:                                        Date:


                                          TENANT:

                                          ------------------------------,
                                          d/b/a AT&T Wireless Services,
                                          a Delaware corporation

(SEAL)


Attest:                                      By:


Name:                                        Name:


Title:                                       Title:



Date:                                        Date:

<PAGE>

STATE OF                            :
                                    : ss
COUNTY OF ______________            :

     On this, the ______ day of _______________, 2000_, before me, a Notary
Public in and for the State of ________________, the undersigned officer,
personally appeared who acknowledged himself to be the __________ of
__________________, a _____________ corporation, and that as such of officer,
being authorized so to do, as and for the act and deed of the corporation,
executed the foregoing instrument for the purposes therein contained by signing
the name of the corporation as such officer.

     IN WITNESS WHEREOF, I hereunto set my hand and official seal.

My commission expires:                      NOTARY PUBLIC


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

<PAGE>
STATE OF                            :
                                    : ss
COUNTY OF ______________            :

     On this, the ______ day of _______________, 2000_, before me, a Notary
Public in and for the State of ________________, the undersigned officer,
personally appeared who acknowledged himself to be the __________ of
__________________, a _____________ corporation, and that as such of officer,
being authorized so to do, as and for the act and deed of the corporation,
executed the foregoing instrument for the purposes therein contained by signing
the name of the corporation as such officer.

     IN WITNESS WHEREOF, I hereunto set my hand and official seal.

My commission expires:                      NOTARY PUBLIC


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

<PAGE>
                               Memorandum of Lease

                                    EXHIBIT A

            [metes and bounds legal description of demised premises]

<PAGE>
                                    EXHIBIT D

                           EMERGENCY CONTACT PROTOCOL


     In the event of an emergency, as described in Section 9 of the Agreement,
the parties shall use the following protocol to contact each other:

To Contact Landlord:

1.   Call Landlord's manned emergency service desk at [telephone number] during
     the hours of _________________________.

2.   During non-business hours, contact ______________________________.

3.   Landlord will confirm response to the contact within _______ hours. If no
     confirmation is received from Landlord, contact ______________________.

To Contact Tenant:

4.   Call Tenant's manned emergency service desk at [telephone number] during
     the hours of _________________________.

5.   During non-business hours, contact ___________________
     ______________________________.

6.   Tenant will confirm response to the contact within _______ hours. If no
     confirmation is received from Tenant, contact _________________________.