EXHIBIT 10.90
                      MASTER TOWER SPACE LICENSE AGREEMENT

         This Master  Tower  Space  License  Agreement  dated May 25, 2000 (this
"Agreement")  is entered into by and between  AMERICAN  TOWER,  L.P., a Delaware
limited  partnership,  whose business address is 116 Huntington Avenue,  Boston,
Massachusetts  02116  (hereinafter  referred  to as the  "Licensor"),  and  U.S.
WIRELESS  CORPORATION,  a Delaware  corporation,  whose business address is 2303
Camino  Ramon,  San Ramon,  California  94583  (hereinafter  referred  to as the
"Licensee").


                                   BACKGROUND

WHEREAS,  Licensor  maintains  and  operates  an  extensive  network of wireless
communications facilities, throughout the United States; and

WHEREAS,  Licensee  desires  to obtain a license  for the  non-exclusive  use of
certain of these  facilities to operate its wireless  communications  equipment;
and

WHEREAS, this Agreement sets forth the terms and conditions by which Licensee or
its  Affiliates  may license  space  within these  facilities  and the terms and
conditions by which  Licensor or its  Affiliates may license such tower space to
the Licensee or its Affiliates.

                                   AGREEMENTS

         In consideration of the mutual covenants benefiting the parties hereto,
and for other good and valuable  consideration,  the receipt and  sufficiency of
which are  hereby  acknowledged  and  confessed,  the  parties  hereto  agree as
follows:

     1. Definitions.  Capitalized terms defined in the body of this Agreement or
in the Schedule hereto are indexed by location on Appendix I hereto. Capitalized
terms used in this Agreement but not defined herein are defined in Appendix I.

     2. Parties. Unless otherwise mutually agreed, the parties hereto agree that
the terms and  conditions  herein  shall be binding  upon and  exclusive to each
party  hereto and their  respective  Affiliates  with  respect to any license or
lease of space by Licensee or any of its  Affiliates  on a specified  portion of
any communications tower, rooftop, and/or any other structure capable of holding
antennas  and  other  radio  equipment  (the  "Tower(s)")  and  any  land  area,
communications buildings or shelters,  easements,  roadways and all improvements
thereto  now  or  hereinafter  owned  or  operated  by  Licensor  or  any of its
Affiliates  (all such  Towers,  ground  space  and  buildings,  shelters,  other
structures,  including other Towers located  thereon and facilities  under lease
the "Tower  Facility  (-ies)").  This  Agreement  shall not be applicable to any
Tower  Facility  which is (a)  managed  or  marketed  by  Licensor,  as agent or
representative, on behalf of a third party, or (b) located outside of the United
States of America. The parties acknowledge that each Schedule shall be signed by
the Licensor and Licensee or one of their  respective  Affiliates.  In the event
that any Schedule is executed by Licensor or its Affiliates under any trade name
utilized by the Licensor or its  Affiliates  and such  signatory does not hold a
real  property  or  leasehold  interest  in the  affected  Tower  Facility,  the
execution of such Schedule shall be deemed to have been properly executed by the
Licensor or  Licensor's  Affiliate  which  properly  holds such  interest in the
affected Tower Facility  (including,  without  limitation,  a leasehold interest
between Affiliates of the Licensor).


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3.       License of Tower Space.
         ----------------------

         3.1 Application for Co-location/Requests to License Space. From time to
time during the Term, Licensee may submit completed applications to Licensor (in
the  form of  Licensor's  then-current  application  form,  the  "Application"),
together with an application fee of five hundred dollars ($500.00) for each site
application,  to  request  the  licensing  of  Tower  Facilities  on any  one of
Licensor's  Towers.  Notwithstanding  the foregoing,  in the event that Licensor
performs Services on behalf of Licensee for a potential Tower Facility hereunder
pursuant to the Services  Agreement,  Licensor shall waive the  application  fee
with respect to the  application  associated with such potential Tower facility.
Licensee  may submit  applications  for  multiple  spaces at one time.  Upon the
execution  of this  Agreement,  Licensor  shall  provide to Licensee a qualified
Tower List which  enumerates  all Towers owned or operated by Licensor as of the
date first written above , which list is annexed hereto and incorporated  herein
as Appendix  III.  Licensor  shall update this list  periodically  as reasonably
requested  by Licensee but in no event to exceed more than one time per calendar
month.

                  (a) After  Licensee has submitted an  Application to Licensor,
Licensor  will  notify   Licensee  within  twenty  (20)  business  days  of  the
availability of the Tower; provided, however, that such twenty (20) business day
period shall be extended to the extent  reasonably  necessary  (not to exceed 30
days) in the event that Licensor's right to license the potential Tower Facility
to Licensee is subject (i) to a third party right of first refusal in which case
Licensor is required to submit  notice to such third party  within 15 days after
Licensor's  receipt of the application and, if applicable,  the application fee,
or (ii) subject to Section 4.3, to an Underlying Lessor's consent or approval in
which case Licensor is required to submit the request to such Underlying  Lessor
within 15 days after  Licensor's  receipt of the application and, if applicable,
the application  fee; and,  thereafter,  Licensor shall  diligently  pursue such
consent or resolution  of the right of first  refusal.  If  available,  Licensor
shall submit a Tower Space  License (the  "License"  or  "Schedule"),  a form of
which is annexed  hereto  and  incorporated  herein as  Appendix  IV,  providing
Licensee  with the  pricing,  proposed  location  of the  Equipment  within  the
Facilities  and if  there  are  any  improvements  or  structural  modifications
required on the Tower to  accommodate  the  Equipment,  or any other  conditions
associated with such proposed License. Licensee shall notify Licensor in writing
no more that  twenty  (20)  Business  Days after  receipt  of the  License if it
accepts  Licensor's  offer by  returning  to  Licensor  three (3)  executed  and
otherwise unaltered  counterparts of the Schedule offered to Licensee.  The date
of the  Parties  execution  of the Tower  Space  License  shall be the  "License
Commencement  Date". The offer of license  expressed in any individual  Schedule
offered to Licensee shall  automatically  expire and become void if not accepted
and executed by Licensee  and such  acceptance  received by Licensor  within the
above twenty (20) Business Days. The licensing of space requested by Licensee on
such  Schedule  shall be deemed  licensed  by Licensee  in  accordance  with the
license terms of such Schedule upon execution by both parties and the receipt by
Licensor of a company check (that can be  immediately  deposited by Licensor) or
wire  transfer in an amount equal to the initial  License Fee for such  Licensed
Space on or before the twentieth (20th) Business Day following the License

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Commencement Date, except where no initial License Fee is required in accordance
with Section 3.3(d).  Tower Facilities licensed in accordance with the foregoing
procedures  is referred to herein as Licensed  Space.  For the  purposes of this
Section 3.1(a) and Section 3.3(b) only, the  determination of  "availability" at
the Tower  Facility  shall be based on adequate  tower and ground space capacity
available at the Tower  Facility  after giving effect to any existing  licenses,
reservations,  pending  applications,  third party  (non-governmental)  consents
required,  and third party rights of first refusals, if any. Licensor shall make
all reasonable  efforts to facilitate the license of a Tower Facility  requested
by Licensee  pursuant to an Application and shall diligently  attempt to resolve
any of the above-referenced pre-conditions;  provided, however, that in no event
shall Licensor be obligated to incur any  additional  liability or obligation or
expend any funds to the Underlying  Lessor or the third party holding such right
of first refusal in order to obtain any consent or resolution.

                  (b) The remaining terms and conditions of this Agreement shall
apply to all Licensed  Space.  Additional  terms that only apply to a particular
license of space at a Tower shall be set forth on the executed Schedule.  Except
as otherwise  provided  herein,  in the event of a conflict between the terms of
this Agreement and the terms of an individual License,  the terms of the License
shall govern.

                  (c) Notwithstanding  anything to the contrary, no space on any
Tower shall be deemed Licensed Space unless and until Licensor and Licensee have
complied with Section 3.1(a) above.

                  (d) From time to time,  Licensor's  right to license  space to
Licensee at a Tower  Facility may be subject to a right of first refusal for the
benefit of a third  party.  In such event,  any  affected  License  shall not be
deemed  effective  unless and until such third party's  rights have been refused
with respect to such License or deemed waived by such third party.  In the event
that such third party exercises such right, the affected  Application  hereunder
shall be deemed  terminated  effective upon  Licensor's  receipt of such party's
notice of exercise.

         3.2 Changes to Schedules  and  Application.  The  Licensor  anticipates
needing,  and hereby  reserves  the  right,  to revise  the  unexecuted  form of
Schedule and the Application  from time to time except to the extent such change
adversely alters Licensee's rights under this Agreement,  in which case Licensee
must consent in writing to such change.  The Licensor will furnish Licensee with
such new forms of Schedule or the  Application if and when the same are revised,
and upon receipt from Licensor,  such revised  Schedule or Application  shall be
incorporated into this Agreement and shall replace the blank form of Schedule or
Application attached hereto with respect to space subsequently licensed.

         3.3      License Commitment.
                  ------------------

                  (a)  During  the Term of this  Agreement,  Licensee  agrees to
license at a minimum the number of Tower  Facilities from Licensor in accordance
with the below schedule, subject to the provisions of subsection (b) below.


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                         i. So long as Licensor  has 10,000 or more Towers on or
                    before  December 31, 2000,  Licensee agrees to enter into no
                    less  than  1,000   Licenses   within  three  years  of  the
                    commencement of this Agreement  ("Minimum Tower Commitment")
                    to be accomplished  as follows:  (1) one hundred fifty (150)
                    Tower  Facilities  on or prior to the first  anniversary  of
                    this Agreement ("First Year Site Commitment"),  (2) Licensee
                    shall  license  an  additional  three  hundred  (300)  Tower
                    Facilities  on or prior to the  second  anniversary  of this
                    Agreement (the "Second Year Site Commitment") (collectively,
                    the First  Year Site  Commitment  and the  Second  Year Site
                    Commitment   are   referred   to  as  the   "Interim   Tower
                    Commitments"),  and (3) an additional five hundred and fifty
                    (550))  Tower  Facilities   (subject  to  an  adjustment  in
                    accordance  with the  milestones  described  in  subsections
                    (ii),  (iii),  and (iv) below) on or prior to the end of the
                    Term of this Agreement in accordance  with Section 4.1. (the
                    "End of Term Site Commitment");

                         ii. So long as Licensor has 12,500 or more Towers on or
                    before  December  31,  2001  and  Licensee  has its  network
                    operating  in 30 markets or more,  Licensee  agrees that the
                    Minimum Tower Commitment shall be increased by an additional
                    500  Towers,  subject  to an  extension  of the Term of this
                    Agreement in accordance with Section 4.1.

                         iii. So long as  Licensor  has 15,000 or more Towers on
                    or before  December  31, 2003 and  Licensee  has its network
                    operating  in 60 markets or more,  Licensee  agrees that the
                    Minimum Tower Commitment shall be increased by an additional
                    500  Towers,  subject  to an  extension  of the Term of this
                    Agreement in accordance with Section 4.1.

                         iv. So long as Licensor has 15,000 or more Towers on or
                    before May 31, 2003 and Licensee  has its network  operating
                    in 100  markets or more,  Licensee  agrees  that the Minimum
                    Tower  Commitment  shall be increased by an  additional  500
                    Towers,  subject  to  an  extension  of  the  Term  of  this
                    Agreement in accordance with Section 4.1.

         (b) Notwithstanding the provisions of Section 3.3(a) or Section 5.3(b),
Licensor and Licensee  agree that in the event of the  occurrence  of any of the
following  circumstances with respect to a particular Tower Facility, such Tower
Facility  shall be credited  for the benefit of Licensee as a License  hereunder
(even if such License is never executed in the case of subsections  (i) and (ii)
below) against the Minimum Tower  Commitment  and the  applicable  Interim Tower
Commitment (provided, however, that in no event shall the same Tower Facility be
counted more than once):

                         i. For each Application for a Tower Facility  submitted
                    by Licensee  hereunder that Licensor  notifies Licensee that
                    such Tower  Facility is not  available  in  accordance  with
                    Section  3.1(a) and in the event that  Licensor is unable to
                    simultaneously  identify an alternative  potential  Licensor
                    Tower Facility within the applicable  coverage area that can
                    accommodate Licensee's Equipment;


<PAGE>
                         ii. For each Application for a Tower Facility submitted
                    by  Licensee  hereunder  that  Licensee  fails to  execute a
                    License after Licensor notifies Licensee that Licensee would
                    be required to pay additional compensation for use of ground
                    space  pursuant  to  Section  6.1(x)  and in the event  that
                    Licensor is unable to simultaneously identify an alternative
                    potential  Licensor  Tower  Facility  within the  applicable
                    coverage area that can accommodate Licensee's Equipment;

                         iii.  For  each   Application   for  a  Tower  Facility
                    submitted  by  Licensee  hereunder  that  Licensor  fails to
                    comply  with the  timing  obligations  set forth in  Section
                    3.1(a); provided,  however, that Licensee shall first notify
                    Licensor by telephone or facsimile and Licensor shall have a
                    five day period during which to cure such failure;

                         iv. For each  License by Licensee  of a Tower  Facility
                    hereunder  that  Licensor   performs  the   installation  of
                    Licensee's  Equipment in accordance with Section 8.4, in the
                    event that Licensor  fails to complete the  installation  of
                    such  Equipment  within the thirty (30) day period set forth
                    in Section 8.4(d) for such License; or

                         v. Notwithstanding  anything to the contrary in Section
                    5.3(b), in the event that a License is terminated  hereunder
                    during the Term of this  Agreement by Licensee in accordance
                    with Sections 5.1(b),  5.2(a),  5.2(d)(v),  8.3(b),  8.7(b),
                    10(a),   10(b),  or,  if  such  License  was  terminated  by
                    Licensor,  8.3(c),  or,  in  the  event  that a  License  is
                    terminated  due  to the  expiration  or  termination  of the
                    associated  Ground Lease as a direct  result of ATC's breach
                    of the  provisions  therein  (and  not  due  to  any  act or
                    omission  by  Licensee)  or  ATC's   failure  to  renew  any
                    available renewal option (if any) thereunder.

         (c) License Surcharge/Penalty.  Subject to Section 3.3(b), in the event
that Licensee  does not meet any Interim  Tower  Commitment or the Minimum Tower
Commitments  provided  for in  subsection  (a)  above,  Licensee  shall  pay the
following surcharges:

                         i. First Year Site Commitment Penalty. If, on the first
                    anniversary of this Agreement, Licensee has not licensed the
                    number of sites included in the First Year Site  Commitment,
                    then Licensee shall pay to Licensor a penalty, commencing on
                    the first anniversary of this Agreement and continuing until
                    the  earlier  of (1) the  fifth  (5th)  anniversary  of this
                    Agreement,  payable  on  each  of the  four  (4)  subsequent
                    anniversaries of this Agreement or (2) the date on which the
                    First Year Site Commitment has been met (at which time there
                    will be no further surcharges with respect to the First Year
                    Site  Commitment ), a surcharge  equal to seven thousand two
                    hundred  dollars  ($7,200.00)  multiplied  by the sum of the
                    First  Year  Site  Commitment  minus  the  number  of  Tower
                    Facilities  licensed from Licensor  hereunder since the date
                    of this Agreement,  payable within 30 days of the applicable
                    anniversary date.


<PAGE>
                         ii. Second Year Commitment  Penalty.  If, on the second
                    anniversary of this Agreement, Licensee has not licensed the
                    number  of the  sites  included  in  the  Second  Year  Site
                    Commitment,  then Licensee  shall pay to Licensor a penalty,
                    commencing on the second  anniversary  of this Agreement and
                    continuing   until  the  earlier  of  (1)  the  sixth  (6th)
                    anniversary of this  Agreement,  payable on each of the four
                    (4) anniversaries of this Agreement subsequent to the second
                    anniversary  (2) the  date on which  the  Second  Year  Site
                    Commitment  has been met (at  which  time  there  will be no
                    further  surcharges  with  respect to the  Second  Year Site
                    Commitment  ), a  surcharge  equal  to  seven  thousand  two
                    hundred  dollars  ($7,200.00)  multiplied  by the sum of the
                    Second  Year  Site  Commitment  less  the  number  of  Tower
                    Facilities  licensed from Licensor  hereunder since the date
                    of  this   Agreement  in  excess  of  the  First  Year  Site
                    Commitment,  payable  within 30 days  after  the  applicable
                    anniversary date.

                         iii. End of Term Site  Commitment  Penalty.  If, on the
                    date of the end of the Term of this Agreement,  Licensee has
                    not licensed  from  Licensor  hereunder  the number of sites
                    included in the End of Term Site  Commitment,  then Licensee
                    shall pay to  Licensor  a penalty  on date of the end of the
                    Term of this Agreement and  continuing  until the earlier of
                    (1) the fifth (5th)  anniversary  of the  expiration  of the
                    Term of this  Agreement,  payable  on each of the  four  (4)
                    subsequent  anniversaries  of the  expiration of the Term of
                    this  Agreement  thereafter or (2) the date on which the End
                    of Term Site  Commitment  has been met (at which  time there
                    will be no  further  surcharges  with  respect to the End of
                    Term Site  Commitment ), a surcharge equal to seven thousand
                    two hundred dollars ($7,200.00) multiplied by the sum of the
                    End of  Term  Site  Commitment  less  the  number  of  Tower
                    Facilities licensed from Licensor hereunder in excess of the
                    aggregate of the First Year Site  Commitment  and the Second
                    Year Site  Commitment,  payable  within 30 days  after  each
                    applicable  anniversary  date  of  the  expiration  of  this
                    Agreement.

                         iv.  Notwithstanding  anything to the contrary,  in the
                    event that  Licensee pays  Licensor  surcharges  pursuant to
                    Sections  3.3(c)(i) or 3.3(c)(ii) and Licensee  subsequently
                    licenses an aggregate of 1,000 Tower Facilities hereunder on
                    or before the third anniversary of this Agreement,  Licensee
                    shall be entitled to an abatement of the monthly License Fee
                    for each Tower Facility License subsequently entered into in
                    excess of the initial 1,000 ("Interim Rent Abatement") until
                    the earlier of either (A) the date that the aggregate amount
                    of the Interim  Rent  Abatement  is equal to total amount of
                    surcharges  paid to  Licensor,  if any,  pursuant to Section
                    3.3(c)(i) and  3.3(c)(ii),  or (B) six months  following the
                    third anniversary of this Agreement.
<PAGE>
                         v. No early  termination of this Agreement prior to the
                    natural expiration of the Term pursuant to Section 4.1 shall
                    relieve  Licensee of its obligations  under this Section 3.3
                    unless  such  termination  is a direct  result of a material
                    breach by Licensor of a material  term or  condition of this
                    Agreement  and in  accordance  with the  termination  rights
                    hereunder or a final,  non-appealable order by an authorized
                    court of law  terminating  this  Agreement.  Notwithstanding
                    anything to the contrary, the penalties provided for in this
                    Section  3.3(c) are not deemed by the  parties  hereto to be
                    punitive in nature but constitute liquidated damages.

4.       Term; Extension Periods.
         -----------------------

         4.1 Term of this  Agreement.  The term of this  Agreement  (the "Term")
shall commence on the date first written below (the "Effective  Date") and shall
continue for the three-year period following the Effective Date and shall remain
in effect,  with respect to each individual fully executed License,  for so long
thereafter  as any  such  License  remains  in  effect  in  accordance  with the
remaining  provisions of this Agreement.  Notwithstanding the foregoing,  in the
event that the  Minimum  Tower  Commitment  is  increased  pursuant  to Sections
3.3(a)(ii),  3.3(a)(iii),  and/or  3.3(a)(iv)  at any time  between  the  second
anniversary and third anniversary of this Agreement,  the Term of this Agreement
shall be automatically  extended through the date that is one year following the
actual  date  upon  which  the  event(s)  triggering  the  satisfaction  of such
increased  obligation  was achieved (it being  understood  that if more than one
such increase in the Minimum Tower  Commitment  occurs during such third year of
this Agreement,  the additional one year period shall commence as of the date of
the later increased obligation).

         4.2 Term of Each License.  The primary term shall continue for five (5)
years following the Rent  Commencement  Date (the "Primary  Term").  The term of
each  License  shall be  extended  as  follows:  (a) the term shall be  extended
automatically  beyond its Primary  Term for five (5) years (the  "First  Renewal
Period") unless Licensee  notifies  Licensor that it does not wish to extend the
term and such notice is given at least 90 days before the First  Renewal  Period
is scheduled to begin,  (b) the term shall be further  extended beyond the First
Renewal Period for five (5) years (the "Second Renewal  Period") unless Licensee
notifies  Licensor  that it does not wish to extend the term and such  notice is
given at least 90 days before the Second  Renewal  Period is  scheduled to begin
and (c) the term  shall be  further  extended  automatically  beyond  the Second
Renewal Period for five (5) years (the "Third Renewal  Period")  unless Licensee
notifies  Licensor  that it does not wish to extend the term and such  notice is
given at least 90 days before the Third  Renewal  Period is  scheduled to begin.
The License Term of any License shall be the period  commencing on the first day
of the Primary  Term and ending on the last day of the last  applicable  renewal
period, if so renewed.

         4.3 Exceptions to Term; Subordination to Ground Lease.  Notwithstanding
anything to the  contrary in this  Agreement,  in the event that any  particular
Tower  Facility  subject  to a License  hereunder  is  located  on  property  or
Licensor's  use of such  property is subject to the terms and  provisions  of an

<PAGE>
easement,   ground  lease,   license,   permit  or  right  of  way  (hereinafter
collectively  referred to as a "Ground Lease") that expires or terminates  prior
to the License Term of the relevant  License then such  affected  License  shall
automatically  terminate upon  termination of Licensor's  right to possession of
the Tower Facility and/or  property under said Ground Lease;  provided that such
Ground Lease has not been renewed or extended by Licensor. Licensor agrees that,
it will not take any action with  respect to the  then-current  Ground  Lease to
cause such Ground Lease to be  prematurely  terminated  during the License Term.
Licensor  hereby  warrants and agrees that it shall  exercise any renewal option
available to it pursuant to the Ground Lease  through the end of the  applicable
License Term.  Notwithstanding anything to the contrary in this Agreement or any
License,  (a) Licensor and Licensee acknowledge and agree that in the event that
the lessor under an applicable Ground Lease has the right to approve any License
or  Licensee's  use of the Licensed  Premises,  such License shall be subject to
Licensor receipt of any such approval,  (b) all terms,  conditions and covenants
contained in this Agreement and any License shall be specifically subject to and
subordinate to the terms and conditions of an applicable  Ground Lease,  and (c)
in the event that any of the provisions of the Ground Lease are in conflict with
any of the  provisions  of this  Agreement  or any  License  (other  than  those
provisions  relating  to the  length of term,  termination  rights or  financial
consideration), the terms of the Ground Lease shall control. Notwithstanding the
foregoing,  Licensee  nor  Licensor  shall  not be  required  to pay any form of
consideration  to obtain the  approval  or consent of any lessor  under a Ground
Lease.  Licensee  agrees to be bound by such Ground Lease as  applicable  to the
access and occupancy of the Licensed Premises.  Upon Licensee's written request,
Licensor shall provide Licensee with a copy of any applicable  Ground Lease with
the economic terms redacted.

5.       Termination.
         -----------

         5.1 By Licensor.  Notwithstanding the provisions of Section 4, Licensor
may  terminate  the  applicable  License (a) upon the  occurrence  of a Licensee
Default with respect to such License  pursuant to Section  12.2(a),  (b) without
any  further  obligation  by either  party to the  other if any law,  ordinance,
regulation or directive of any governmental or regulatory authority  hereinafter
enacted or ordered prohibits Licensee's or Licensor's use of the Licensed Space,
(c) pursuant to Section 8.7, (d) without any further  obligation by either party
to the other pursuant to Sections,  8.3(c), 10(a), or 10(b), or (e) upon no less
than ten (10)  days  prior  written  notice  and  prior to the  installation  of
Licensee's Equipment thereon,  without any further obligation by either party to
the other, in the event that a structural analysis performed after the execution
of the License by Licensor but prior to the installation of Licensee's Equipment
indicates that the existing Tower can not structurally  accommodate the proposed
installation  of  Licensee's  Equipment  thereon.  In the  event  that  Licensee
breaches any of its  obligations  under this  Agreement  with respect to fifteen
percent (15%) or more of the Licenses  executed  hereunder or Licensee  fails to
pay to Licensor any penalty due pursuant to Section  3.3(c) to the extent not in
good faith dispute  within sixty (60) days after  Licensor's  written  notice to
Licensee of such failure, Licensor shall have the right (but not the obligation)
to terminate any or all of the Licenses under this Agreement  without  prejudice
to any other remedies that it may be entitled to hereunder or by law.


<PAGE>
         5.2 By Licensee.  Notwithstanding the provisions of Section 4, Licensee
may  terminate  the  applicable  License (a) upon the  occurrence  of a Licensor
Default with respect to such License  pursuant to Section  12.2(a),  (b) without
any further obligation by either party to the other pursuant to Sections 8.3(b),
8.3(c) or 10(a),  (c) in  accordance  with  Section 8.7, (d) without any further
obligation  by either  party to the other  (i) in the event  that any  permit or
license  necessary for Licensee's use of the Licensed Space as  contemplated  in
the  applicable  License is revoked,  terminated,  or cancelled due to no act or
omission on the part of the Licensee, (ii), if any law, ordinance, regulation or
directive of any  governmental or regulatory  authority  hereinafter  enacted or
ordered  materially and adversely  affects  Licensee's use of the Licensed Space
due to no act or  omission  on the  part  of  Licensee  or if any  such  laws or
directives would result in commercially unreasonable expenditures on the part of
the  Licensee,  (iii) in the event that a  structural  analysis  is  required by
Licensor and performed after notice to Licensee and the execution of the License
by Licensee but prior to the installation of Licensee's Equipment indicates that
the  existing  Tower  can  not  structurally   accommodate  Licensee's  proposed
installation  of its  Equipment  thereon;  (iv)  prior  to the  installation  of
Licensee's  Equipment  in the event that  Licensee  determines,  in its sole but
reasonable  judgement,  that Licensee would be required to pay any extraordinary
fees and/or  expenses  for its use of the Tower  Facility (by way of example and
not by way of limitation, Tower modifications, regulatory costs or extraordinary
development  costs),  or (v) in the event that Licensee would be required to pay
any additional compensation for ground space pursuant to Section 6.1(x)).

5.3      Effectiveness; Effect of Termination.
         ------------------------------------

         (a) No  termination  under this  Section 5 shall be  effective  until a
termination notice is given by the terminating party to the other party and such
notice is specifically  identified as a termination notice under this Section 5.
Unless  expressly  stated  herein  that  neither  party  shall have any  further
obligation to the other with respect to such  termination,  the party exercising
its  termination  rights  in  accordance  with this  Section  5 shall  have such
cumulative  rights  and  remedies  as may  be  available  at  law or in  equity.
Termination  shall not affect any obligations or liabilities  arising under this
Agreement prior to the effective date of such  termination or those  obligations
that expressly survive such termination.

         (b) Except as  otherwise  expressly  provided  in Section  3.3(b),  any
termination  of a License  hereunder  that occurs on or before the expiration of
the Term of this  Agreement  shall not be counted as a valid  license of a Tower
Facility  for the  purposes of Sections  3.3 and 6.1(b) and shall not count as a
Tower  Facility  satisfying a portion of the Minimum Tower  Commitment  nor Base
License Fee discount level.


6.       Fees and other Remuneration.
         ---------------------------

6.1 License Fee.  With respect to each  License,  Licensee  shall pay Licensor a
base license fee in accordance with the schedule annexed hereto and incorporated
herein as  Appendix V] ("Base  License  Fee"),  as such Base  License Fee may be
decreased  from time to time in  accordance  with  Section  6.1(b).  The parties
hereto acknowledge and agree that the Base License Fee (and each License Fee) is
premised and  conditioned  upon the  installation  and  operation  solely of the
equipment  specified in the applicable License and used for location  technology
services only, but in no event to exceed the standard space,  tower capacity and
windload  effect on the tower  required for all of the  following or  equivalent
items ("Maximum Licensee Equipment"):
<PAGE>
                         (v) Up to six (6) 3db omni antennas located at the same
                    height  on the tower  structure,  each 2 inches by 48 inches
                    (but in no event to  exceed  an  aggregate  of five  feet of
                    vertical  space  on  the  Tower,  including  any  separation
                    required between Licensee's antennas);

                         (w) Up to six (6) LMR-400associated  transmission lines
                    of no more than 3/8 inches in diameter each,  bundled into a
                    2 inch sleeve;

                         (x) One (1) LNA unit (not to exceed 10 lbs. or 22inches
                    by 16 inches by 8 inches in diameter) and to be located at a
                    mutually agreed upon location;

                         (y) Either  outdoor ground space or indoor space within
                    a Licensor-owned building or shelter (so long as such indoor
                    space is  then-available,  taking  into  account any pending
                    applications  and licenses with third parties) of up to 50"H
                    x 34"D x 25"W for the area  required  for the  operation  of
                    Licensee's Equipment; provided, however, that if Licensor is
                    required  to  pay  any   additional   compensation   to  the
                    Underlying Lessor as a result of Licensee's  installation or
                    use of an  outdoor  cabinet  and/or  the  associated  ground
                    space,  Licensee  shall  reimburse  Licensor  in full and in
                    advance  for any such  additional  costs at the same time as
                    each monthly License Fee payment is due, and

                         (z) One (1) GPS antenna to be  installed  on a shelter,
                    cabinet  or tower (as  mutually  agreed to by  Licensor  and
                    Licensee) with relatively unobstructed view of the sky.

The license fee with respect to each  particular  License shall be in accordance
with the applicable Base License Fee,  subject to escalation  and/or increase as
set forth in Sections  6.1(a),  6.1(c) and 6.1(d) (the "License  Fee") and shall
include  the  electric  utility  charges  directly  attributable  to  Licensee's
Equipment and general  maintenance  of the Tower  Facilities in accordance  with
Section 6.1(c). Except as otherwise provided pursuant to the Services Agreement,
including,  without limitation,  Section 8(d) of the Services Agreement, payment
of the License Fee with respect to any License shall  commence on the earlier of
the  commencement of installation of Licensee's  Equipment or the date set forth
in the applicable License,  however, in no event to exceed ninety (90) days from
the License  Commencement  Date,  subject to  extension  pursuant to Section 8.4
("Rent Commencement Date").

         (a) Commencing on the second anniversary of each Rent Commencement Date
and on each  anniversary  thereafter  during the  License  Term  (including  any
renewals),  the applicable  License Fee shall be increased by an amount equal to
five percent (5%) of the immediately preceding year's License Fee. Said increase
is defined as the "Annual Escalator".

         (b) Upon the Licensee  meeting the following  quantity  requirements in
accordance with Section 3.3(a), Licensee may receive up to an aggregate of a 15%
discount  on the  then-current  Base  License  Fee  for  the  Licenses  executed
following the date of such achievement  during the Term hereof, as follows:  (i)
Licensee shall receive a discounted Base License Fee of 5% for each subsequently
executed License after meeting the Minimum Tower Commitment,  (ii) an additional
5% discount for each  subsequently  executed  License after  licensing more than
2,000 Tower  Facilities  hereunder  and (iii) an additional 5% discount for each
subsequently  executed  License after licensing more than 2,500 Tower Facilities
hereunder.


<PAGE>
         (c) In addition to the monthly License Fee, Licensee shall pay Licensor
an additional Forty Dollars ($40.00) per month, subject to the Annual Escalator,
for electric utility charges directly  attributable to Licensee's  Equipment and
the general maintenance of the Tower Facilities.

         6.2 Taxes and other Fees.  Licensee shall pay or reimburse Licensor for
any and all new taxes, fees, assessments, and any other similar expense directly
attributable  to Licensee's  Equipment or Licensee's  use of the Tower  Facility
(whether  constituting a portion of real estate,  sales, use,  franchise fees or
taxes or otherwise). Licensor shall provide Licensee notice and documentation of
any such tax,  fee or  assessment.  In the event  that a  particular  License is
associated with a Tower located on real property which is owned by the Bureau of
Land  Management,  the  United  States  Forest  Service  or  other  Governmental
Authority,  Licensee  shall also pay Licensor for a pro-rata share (based on the
total number of  licensees  utilizing  the Tower) of all of the common  expenses
associated  with  the  Tower  Facility  (including,   without  limitation,  road
maintenance,  and landscaping) and any and all base fees or assessments invoiced
to Licensor or the underlying lessor under the Ground Lease by such Governmental
Authority,  as well as, any fees or assessments and/or increases in such fees or
assessments   invoiced  by  such   Governmental   Authority  that  are  directly
attributable  to and/or  are the  result of the use or  presence  of  Licensee's
Equipment at the Tower Facility.

         6.3 Utilities.  Except as otherwise  specified in a particular License,
Licensor  shall  provide  Licensee  with access to any  then-available  p.o.t.s.
telephone or other utility  services at the Tower  Facility at  Licensee's  sole
cost and expense.  Customer shall reimburse Licensor,  as specifically set forth
in the applicable  License,  for any utility services utilized by Licensee which
are not separately metered by Licensee, except for electric which is included in
the License  Fee.  Licensee  shall be solely  responsible  for and shall pay all
bills for  telephone  services at each Tower  Facility  directly to the relevant
telecommunication service provider.

         6.4 Common  Expenses.  Except as  otherwise  set forth in Section  6.2,
Licensee  shall only be  responsible  for common  expenses  associated  with the
following circumstances:  (a) Licensee shall be responsible for a pro-rata share
(based on the number of licensees  then using the  applicable  generator) of all
expenses associated with the repair, maintenance, replacement and fueling of any
generator  owned by  Licensor  (or the lessor  under the Ground  Lease)  that is
located at the Tower  Facility and utilized by Licensee in  connection  with its
Equipment or with respect to Licensor's  general operation of the Tower Facility
(excluding  any buildings  which are not utilized by  Licensee),  and (b) In the
event that  Licensee  licenses  space within a building or shelter  owned by the
Licensor at the Tower Facility,  Licensee shall also reimburse  Licensor for its
pro-rata share (based on all users of the applicable building or shelter) of all
common expenses incurred for the operation,  maintenance, repair and replacement
associated with such building or shelter,  including,  without  limitation,  the
physical  structure of the building  (including the roof),  HVAC system,  backup
generator (if any and including fuel expenses) and common utility expenses.


<PAGE>
         6.5 Site  Inspection  Fee.  On or before the Rent  Commencement  Date),
Licensee  shall pay  Licensor  a fee of one  thousand  dollars  ($1,000)  ("Site
Inspection  Fee").  Licensee shall also pay a Site Inspection Fee for subsequent
installations,  which  payment  shall be due on or  before  the date  that  such
Equipment  is  installed.  Notwithstanding  the  foregoing,  in the  event  that
Licensor  installs or subsequently  modifies  Licensee's  Equipment  pursuant to
Section 8.4 or the Services Agreement,  Licensor shall waive the Site Inspection
Fee with respect to such installation.

         6.6 Remittance and  Administrative  Fees. With respect to each License,
Licensee  shall  pay to  Licensor  the  License  Fee on or  before  the dates or
recurring time periods specified on the Schedule,  without setoff,  deduction or
demand.  With respect to other  Payments due to Licensor  under this  Agreement,
such Payments shall be due within thirty (30) days following  Licensee's receipt
of  an  invoice  from  Licensor,   unless  otherwise  expressly  provided.   All
Administrative  Fees  pursuant  to  this  Agreement  or  any  License  shall  be
automatically  increased  on every  fifth  (5th)  anniversary  of the date first
written above by an amount equal to twenty percent (20%). Payments shall be made
to the Remittance  Address specified on the Schedule or to such other address as
Licensor may specify  from time to time in writing to Licensee.  Any Payment not
received by Licensor  within 10 days after the due date shall bear interest from
the due date until the date  received  by Licensor at a rate equal to the lesser
of (a) the maximum  nonusurious rate of interest  permitted by applicable law or
(b) 12% per annum (the "Past Due Rate").  In addition,  with respect to any late
payment following the expiration of the ten day cure period set forth in Section
12.2,  Licensee  shall  pay  Licensor  an  Administrative  Fee  of  15%  of  the
then-current  monthly  License Fee to  compensate  Licensor  for the  additional
administrative  costs  incurred or  anticipated to be incurred by reason of such
late payment.

7. Access Rights.  With respect to each License and subject to the provisions of
the applicable Ground Lease (if any) or as otherwise  provided in the applicable
License,  Licensee's  authorized  technicians or other persons under  Licensee's
direct  supervision  ("Authorized  Personnel")  shall have rights of ingress and
egress  twenty-four  (24)  hours  per day,  seven (7) days per week  during  the
License Term in and over the Tower  Facilities  relating to such License for the
purposes of installing, repairing, maintaining, operating, servicing or removing
Licensee's Equipment and antennae described in the applicable License.  Licensee
understands and agrees that other licensees and their authorized representatives
shall have similar access,  ingress and egress rights to such Tower  Facilities.
In the event that Licensee  requires an Authorized  Personnel to enter the Tower
Facilities and such Authorized Personnel is not in possession of Licensee's lock
codes or keys,  Licensor  shall provide  access to the  Authorized  Personnel by
pre-arrangement  with Licensor for an Administrative  Fee of Fifty Dollars ($50)
per hour (door-to-door).

8.       Covenants.
         ---------

         8.1 Equipment.  Licensee agrees that all of Licensee's  Equipment to be
installed  upon  licensor's  tower  facilities and all  frequencies  utilized by
licensee  pursuant to any license will be in all material respects in accordance
with  that  specified  in  the  applicable  license.   Any  deviation  from  the
aforementioned  shall  result in a  default  by  Licensee  with  respect  to the
applicable License, provided that Licensee may replace its existing Equipment at
any time with identical or  substantially  identical (in  dimension,  as well as
specification)   equipment  in  accordance  with  Section  8.2.  Notwithstanding
anything to the contrary,  Licensee expressly  acknowledges and agrees that this
Agreement contemplates that Licensee shall only operate receive-only  operations
from all  Tower  Facilities  and is not  authorized  hereunder  to  operate  any
transmitting  equipment  therefrom.  Licensor  reserves  the  right  to  require
Licensee  to  install a  stackable  or  stacked  equipment  shelter at any Tower
Facility, as set forth in the applicable Schedule,  and, in such event, Licensee
hereby consents to the stacking of a third-party or Licensor owned shelter above

<PAGE>
or below  Licensee's  shelter.  In the event that a shelter is  installed  above
Licensee's  shelter,  Licensor  shall be  solely  responsible  for all costs and
expenses   associated  with  obtaining  any  required  consents  or  permits  in
connection with such shelter installation.  In the event that Licensee's shelter
is installed  above a third-party or Licensor  owned shelter,  Licensee shall be
solely  responsible for obtaining any required consents or permits in connection
with such shelter installation.

         8.2 Performance of Work.  Prior to installing any Licensee's  Equipment
or making any modifications,  enhancements or changes thereto (collectively, the
"Work"),  the following procedures shall be taken. In the event that Licensor is
undertaking  the Work on behalf of  Licensee  in  accordance  with the  Services
Agreement  or other  similar  arrangement,  Licensee  shall not be  required  to
provide the information and/or  documentation  required below to the extent that
such  deliveries  or  requirements  are in conflict  with the  provisions of the
Services  Agreement or such  deliveries or  requirements  are to be performed or
provided by Licensor  under the Services  Agreement with respect to the affected
Tower Facility.

                  (a)  Licensee  shall  submit to  Licensor  detailed  plans and
specifications  accurately  describing  all aspects of the  proposed  work to be
performed including,  without limitation,  weight and wind load requirements and
power supply requirements and evidence that Licensee has obtained all approvals,
permits and consents  required by, and has otherwise  complied  with,  all Legal
Requirements applicable to the performance of the Work.

                  (b) Licensee shall not commence any of the Work until Licensor
notifies Licensee of its written approval  thereof,  which approval shall not be
unreasonably  delayed with respect to any installation or modification  which is
(i)  Licensee's  initial  installation  of its Equipment in accordance  with the
applicable License, or (ii) will be located at the same location on the Tower as
the then-existing permitted Equipment and does not exceed the windload effect or
dimensions  of  the  existing  Equipment  on  the  Tower.   Notwithstanding  the
foregoing,  in the event that  Licensee  desires to replace any of its  existing
Equipment with identical items at the same location,  Licensor's  prior approval
shall not be required;  provided,  however,  that Licensee  shall be required to
comply with the remaining provisions of this Section 8.2 and to provide Licensor
with no less than twenty (20) days prior  written  notice of the date upon which
Licensee intends to perform such replacement, except where such change is on the
ground,  in a shelter,  or on a rooftop in which case the notice shall be within
twenty (20) days after the change.

                  (c) Subject to Section 5.2(d), prior to any Licensee-requested
installation or  modification  or Licensor's  offer to license space to Licensee
hereunder, Licensor may, at its election, perform (or cause to be performed) any
structural analysis that may be required, in Licensor's reasonable judgement, in
order to determine  available  capacity for the  installation or modification of
any of  Licensee's  Equipment;  provided,  however,  that  Licensee  will not be
prohibited from performing such analysis for its own account. Within thirty (30)
days  following  receipt of an invoice from  Licensor,  Licensee  shall promptly
reimburse  Licensor  for all  reasonable  costs and  expenses of such  analysis.
Notwithstanding  the  foregoing,  however,  with respect only to the  Licensee's
initial  installation  (i) in no event shall  Licensee be required to  reimburse
Licensor  for any  structural  analysis  performed by Licensor in the event that
Licensor fails to notify  Licensee of the  requirement of such analysis prior to
the  execution of the  applicable  License,  and (ii)  Licensee has the right to
terminate  such  License by  notifying  Licensor in writing of such  termination
within five (5) days after its receipt of notice that such  structural  analysis
shall be required.


<PAGE>
                   (d)   Prior  to  any   Licensee-requested   installation   or
  modification or Licensor's  offer to license space to Licensee  hereunder,  in
  the event that the proposed  Licensed Space is within ten (10) feet of another
  licensee's  existing  installation or, at the time of Licensee's  Application,
  proposed installation of equipment,  Licensor may elect to perform, at no cost
  to Licensee,  an  intermodulation  study and  Licensee  shall  reasonably  and
  promptly  cooperate with Licensor's  effort to perform such study.  Licensor's
  performance of the intermodulation study shall in no way constitute a warranty
  or representation  from Licensor that Licensee's  proposed operations from the
  Tower  Facility will not suffer or cause  interference  with other users,  but
  shall merely by a customary  report  intended to assist in the  prevention  of
  potential interference.

                  (e) Licensee shall perform,  or cause to be performed,  all of
the Work in compliance with the plans and specifications approved by Licensor in
accordance  with  Section 8.2 (b) and with all  applicable  Legal  Requirements.
Licensee shall ensure that the Work does not interfere with the operation of any
communications systems and/or equipment of any other user of the Tower Facility.

                  (f) All Work shall be  performed at  Licensee's  sole cost and
expense  (including  but not  limited to any  structural  analysis  pursuant  to
Section  8.2(c,  structural  modifications  required to  accommodate  Licensee's
Equipment  (subject to this  Section  5.2(f) and  Licensee's  termination  right
pursuant  to  Section  5.2(d))  and  the   installation  of  any  of  Licensee's
Equipment),  and Licensee  shall pay all invoices of labor and  materialmen in a
timely  manner to  prevent  the  imposition  of any liens on the real  property,
Licensor's  personal property or real property  interest,  Licensee's  Equipment
located thereon or its interest in the Licensed Premises.  In the event Licensor
determines  that  structural   modifications   are  required  to  the  Tower  to
accommodate Licensee's Equipment,  Licensor shall notify Licensee, together with
such appropriate documentation, in advance of any Work being performed and, with
respect only to Licensee's initial installation,  Licensee shall have the option
of incurring  the expense of said  modification  or  terminating  the License in
accordance with Section 5.2(d). In engaging any Person to perform any portion of
the  Work,  Licensee  shall  require  a written  unconditional  waiver  from any
contractor,  subcontractor,  laborer or  materialman  of all rights  under state
material  and  mechanic  lien  laws or other  laws to  impose a lien on the real
property or any of Licensor's personal property or real property interest.  With
respect  to  any  permitted  structural  modifications  to the  Tower,  Licensor
reserves the right to  simultaneously  upgrade the tower  structure in excess of
the  modification  required  to  accommodate  Licensee's  Equipment  in order to
increase the Tower capacity ("Excess Upgrade"); provided, however, that Licensor
shall be solely  responsible  for any and all additional  costs  associated with
such Excess Upgrade.


<PAGE>
                  (g) So long as access to  electricity is then available at the
Tower  Facility,  Licensor  shall provide  standard  110-volt  circuitry for the
operation of Licensee's  Equipment.  Any other  modifications,  enhancements  or
requirements  with respect to the electrical  power supply will be at Licensee's
expense;  provided, all such modifications,  enhancements and other requirements
shall  be  identified  in  Licensee's  plans  and  specifications  submitted  in
accordance  with Section  8.2(a) and approved by Licensor,  which approval shall
not be unreasonably  delayed.  In no event shall Licensee install or cause to be
installed any additional utilities without the prior consent of Licensor,  which
consent shall not be unreasonably withheld, conditioned or delayed. In the event
of any such modification,  enhancements or installations,  Licensor reserves the
right to require Licensee to provide  additional  utility capacity than required
for Licensee's  operations;  provided,  however,  that Licensor shall  reimburse
Licensee for the direct costs for any excess capacity specifically  requested by
Licensor.   Licensee  shall  (at  Licensee's   expense)  secure,  to  Licensor's
reasonable  satisfaction,  any propane tanks or generators  owned by Licensee at
any Tower to prevent any damage that might otherwise occur during earthquakes or
other forces of nature.

                  (h) All  Work  shall be  performed  by  qualified  contractors
(including but not limited to steeplejacks or other tower climbers),  subject to
the approval of  Licensor,  with  worker's  compensation  and general  liability
insurance  certificates  on file with Licensor  naming Licensor as an additional
insured and otherwise satisfying the coverage requirements described in Appendix
II.  Notwithstanding  the foregoing,  Licensor  reserves the right,  in its sole
discretion,  to refuse  to  permit  any  person  or  company  to climb any tower
structure owned or leased by the Licensor,  in which case Licensor shall provide
Licensee of its decision and basis for its denial of access.  Licensee  shall be
solely  responsible  and liable to Licensor for Licensee's  failure to obtain or
deliver to Licensor the required insurance certificates from Licensee's approved
contractor.

                  (i)   Upon  the   completion   of   Licensee's   installation,
replacement or modification of Licensee's  Equipment at any Tower Facility,  but
in no event later than twenty (20)  Business  Days  following  such  completion,
Licensee  shall provide  Licensor with (i) as-built  drawings of the  Licensee's
Equipment  installed at the Tower Facility  ("As-Built  Drawings"),  (ii) a site
drawing  precisely  identifying  the location of Licensee's  shelter,  cabinets,
cable runs, generators,  utility lines and other pertinent  installations ("Site
Drawings"),  and (iii) the date upon which such installation and/or modification
was performed. With respect to Licensee's initial installation of its Equipment,
Licensee's  written  notice in  accordance  with the  foregoing  sentence  shall
include the date upon which Licensee first commenced the  installation of any of
its Equipment at the Tower Facility  (whether the  commencement  of construction
and/or  installation  of Licensee's  shelter or cabinets or the  installation of
Licensee's  Equipment within  Licensor's  building or on the Tower) and the date
which Licensee completed such initial installation;  provided,  however, that in
the event that  Licensee  fails to  provide  accurate  or timely  notice of such
commencement  of  installation,  the  commencement of installation of Licensee's
Equipment  shall be deemed  to be the date  upon  which  Licensor  executed  the
applicable  License.  Upon written approval by Licensor's  operations manager of
the As-Built Drawings and Site Drawings as evidenced by his/her signature on the
applicable  documents,  such As-Built Drawings shall be attached as Exhibit C to
the  applicable  License and the Site Drawings shall be attached as Exhibit B to
the applicable License; provided, however, that notwithstanding any signature on
such  documents  by Licensor or its  employees,  in the event that the  As-Built
Drawings and/or the Site Drawings are  inconsistent  with  Licensee's  permitted
installation  as  specifically  described  in the  applicable  Exhibit  A of the
affected License or Licensee fails to deliver the As-Built  Drawings and/or Site
Drawings to Licensor in accordance with this Section 8.2(i), such discrepancy or
failure  shall be deemed a  material  default  hereunder  with  respect  to such
License.  In the event of such  discrepancy the terms of Exhibit A shall govern.
If Licensee  produces or obtains  site plans,  site  surveys  and/or  structural
calculations, then Licensee shall provide copies of such documents to Licensor.


<PAGE>
                  (j) Licensee  agrees to comply with the reasonable  directions
and  requirements  which  Licensor,  in its  discretion,  may from  time to time
establish in connection with each of the Tower  Facilities and the operations of
Licensee  thereunder,  provided that such  directions  and  requirements  do not
unreasonably interfere with Licensee's ordinary course of business or operations
as contemplated herein.

                  (k) Licensee  acknowledges  and agrees that,  upon  reasonable
prior notice (except for emergency situations),  Licensee shall reduce operating
power or cease operation of Licensee's Equipment when it is necessary to prevent
the overexposure of workers at any Tower Facility to RF radiation.

                  (l) Licensor reserves the right to perform a  pre-installation
and/or post-installation audit and review with Licensee and Licensee shall fully
cooperate with any such reasonable  request by Licensor and shall respond to and
address any reasonable concern of Licensor as a result of such audit.

         8.3      Compliance with Laws.
                  --------------------

                  (a)  Licensee   shall  comply  with  all  Legal   Requirements
applicable to each License,  Licensee's use of the Tower  Facilities  related to
such License and the installation,  ownership, maintenance and use of Licensee's
Equipment as contemplated by such License including,  without limitation,  Legal
Requirements  governing the  transmission  or operation of radio  communications
systems and related  equipment,  environmental  laws and regulations,  OSHA, the
Federal  Aviation  Administration  (the "FAA"),  and the FCC. The Licensor shall
cooperate  with  Licensee in  Licensee's  efforts to obtain any permits or other
approvals that may be necessary to comply with the preceding sentence; provided,
however that,  notwithstanding the foregoing, (a) Licensor shall not be required
to expend any funds or undertake any liability or obligation in connection  with
such  cooperation,  (b) Licensor may elect to obtain such required  approvals or
permits  on  Licensee's  behalf,  and (c) in no event  may  Licensee  encourage,
suggest,  participate in or permit the imposition of any restrictions whatsoever
on  Licensor's  current or future  use or ability to license  space at the Tower
Facility as part of or in exchange for obtaining any such approval or permit.

                  (b) If Licensor,  in its reasonable  opinion,  determines that
any  structural  modifications  or repairs are needed to be made to any Tower or
surrounding  premises  due to the presence of  Licensee's  Equipment or approved
modifications  to comply  with  then-current  laws or  regulations  (other  than
structural  modifications  required to accommodate and directly  attributable to
Licensee's  installations or modifications of its Equipment  thereon),  Licensor
shall  notify  Licensee of such  modifications  or repairs and give  Licensee an
estimate of their costs on a pro-rata basis (based on the number of users of the
Tower). If Licensee's share of such estimate exceeds one half the annual License
Fee,  Licensee may terminate  the  applicable  License by notifying  Licensor in
writing  within thirty (30) Business Days of receiving such estimate and have no
further obligation with respect to such License.  If Licensee does not terminate
the applicable  License in accordance with this Section  8.3(b),  Licensor shall
proceed  with such repairs  and/or  modifications  and invoice  Licensee for the
costs and expenses  arising from such work on a Pro-rata  basis.  Licensee shall
pay Licensor all amounts so invoiced  within  thirty (30) days after  receipt of
the invoice.  Past due amounts will bear  interest at the Past Due Rate from the
due date until the date paid.  In addition,  with  respect to any late  payment,
Licensee  shall pay  Licensor  the  Administrative  Fee set forth in Section 6.7
above to compensate Licensor for the additional administrative costs incurred or
anticipated to be incurred by reason of such late payment.


<PAGE>
                  (c)  Notwithstanding  anything to the  contrary,  in the event
that any permit, approval,  consent or authorization required for Licensor's use
of,  operation of or right to license space to Licensee at any Tower Facility is
challenged  by  any  Governmental  Authority  or  third  party  as  part  of any
governmental,  regulatory or legal  proceeding,  Licensee  acknowledges that (i)
Licensor  shall  reserve the right to withhold its approval of any of Licensee's
proposed  installations or modifications of Licensee's Equipment at the affected
Tower Facility until such  challenge has been finally  adjudicated  and Licensor
prevails,  (ii) Licensor may terminate the affected  License without any further
obligations hereunder by either party in the event that Licensor is subject to a
non-appealable  order,  decision or ruling  necessitating such termination or if
Licensor  reasonably  determines that the defense of any such challenge would be
commercially unreasonable, or (iii) except with respect to a Tower Site which is
also a BTS Site (as such term is defined in the  Services  Agreement),  Licensee
may  terminate  the affected  License with no further  obligation on the part of
either party hereunder during the period in which the Tower Site continues to be
challenged  upon no less than ten (10) days written notice to Licensor.  So long
as Licensor  is not subject to a  restraining  order or  injunction  and has not
elected  to  terminate  the  affected  License,  following  a written  notice to
Licensor  specifically  referencing  this Section 8.3(c) and in accordance  with
Section 8.2, Licensee may elect to install or modify Licensee's Equipment at the
affected Tower Facility at Licensee's sole cost and risk and  acknowledges  that
in the event of a  governmental  or legal order  requiring the removal of any or
all of Licensee's  Equipment or modifications from the Tower or the receipt of a
termination notice from Licensor hereunder,  Licensee shall promptly at its sole
cost and expense  remove (and repair any damage  occasioned by such removal,  if
applicable)  its Equipment and any such  modifications  from the Tower Facility.
Licensor shall not be responsible to Licensee for any delay in the  construction
of any Tower Facility which prevents or delays  Licensee's  installation  on the
Rent  Commencement  Date provided that such delay is caused by any  governmental
action, court order or other circumstance which is beyond the reasonable control
of the Licensor.  In the event that the Licensee is unable to install or utilize
its Equipment pursuant to any of the circumstances  described in this subsection
(excluding  termination of the License), the License Fee shall be abated for any
such period of delay in which  Licensee is unable to operate its Equipment  from
the affected Tower Facility.

         8.4  Installation  Services  by  Licensor.  In the event that  Licensor
performs  the  installation  of  Licensee's  Equipment  pursuant to the Services
Agreement,  Licensee  shall  submit  its  scope  of  work  requirements  for the
installation  of its  Equipment at each of the  associated  Tower  Facilities to
Licensor and Licensor  shall install the Equipment in accordance  with the terms
and  conditions  of the  Services  Agreement  and subject to the  provisions  of
Section 8(d) of the  Services  Agreement  with respect to any timely  failure to
install such  Equipment  thereunder.  In all other  circumstances  the following
provisions shall apply:


<PAGE>
                  (a) Licensee shall submit its scope of work  requirements  for
the  installation  or  subsequent  modification  of its Equipment at each of the
Tower  Facilities  within ten (10) business days following the execution of each
License with respect to Licensee's  initial  installation and in a timely manner
with respect to any subsequent modification or installation,

                  (b) unless  otherwise  notified by  Licensor in writing  (such
notice to be provided within ten (10) business days following Licensor's receipt
of the complete scope of work  requirements  from Licensee),  Licensor or one of
its  Affiliates  shall install (or shall cause the  installation  of) Licensee's
Equipment on the Tower at the standard market rate for such services  (excluding
any discounts which may be offered or are available from time to time),

                  (c)  Licensor  and Licensee  agree to  diligently  and in good
faith negotiate a construction  contract to install  Licensee's  Improvements in
accordance  with the  terms  and  conditions  of this  Agreement  ("Installation
Agreement"),

                  (d) any such  installation  by Licensor  shall be completed by
Licensor within 30 days of the later of (i) Licensor's  receipt of the Equipment
from Licensee or (ii) the execution by both parties  hereto of the  Installation
Agreement,  which  execution  neither  party  hereto  shall  unreasonably  delay
("Installation Commencement Date"),

                  (e) the Equipment  shall be delivered to Licensor at the Tower
Facility or an alternative location located within fifty (50) miles of the Tower
Facility as designated by Licensor,

                  (f)  with  respect  to  Licensee's  initial   installation  by
Licensor only, in the event that Licensee  delivers the Equipment to Licensor in
accordance  with this Section 8.4 on or before the sixtieth (60th) day following
the  execution  of the  applicable  License and  Licensor  does not complete the
initial  installation  of the  Equipment  within 30 days after the  Installation
Commencement  Date, the Rent  Commencement Date shall be extended until the date
of its completion, and

                  (g)  with  respect  to  Licensee's  initial   installation  by
Licensor only, in the event that the Rent Commencement Date is more than 30 days
from the date of Licensor's  receipt of the Equipment,  the License Fee shall be
waived by Licensor for such period after the Rent Commencement Date equal to the
number of days beyond 30 that is taken for the completion of such  installation,
If the parties  hereto fail to mutually  agree upon the terms and  conditions of
the Installation Agreement,  the parties shall mutually agree to the appointment
of an  appraiser  with a  national  firm  experienced  in these  matters,  which
appraiser shall resolve the dispute in accordance with common industry  practice
and both parties hereto agree to be bound by such decision.

         8.5  Licensee's  Maintenance  of  Approved  Equipment.  Licensee  shall
maintain its Equipment in compliance with applicable Legal Requirements. Without
limiting the foregoing,  Licensee shall comply with all applicable  requirements
imposed  by the FCC  rules  and  regulations  and  any  other  applicable  Legal
Requirement as soon as practicable after  installation or approved  modification
of any Equipment on any of the Tower Facilities.


<PAGE>
         8.6 Licensor's Tower Lighting and Marking Obligations. During the Term,
Licensor will maintain the applicable Tower  Facilities  marking and lighting in
good order and repair  and in  material  compliance  with all  applicable  Legal
Requirements including without limitation,  the rules and regulations of the FCC
and the  FAA.  In the  event  Licensee  receives  notice  or  otherwise  obtains
knowledge that a Tower is not in compliance with any Legal Requirement, Licensee
will  immediately so notify  Licensor by telecopy and, to the extent  necessary,
will  cooperate  in all  reasonable  respects  with  Licensor in curing any such
noncompliance.

         8.7      No Interference.
                  ---------------

                  (a)  Interference  with a  Pre-Existing  Use.  Notwithstanding
anything  to the  contrary  in this  Agreement  but  subject to Section  8.7(f),
Licensee's use of any Tower Facilities and its operation of all of its Equipment
thereon (including any subsequent  modification or alteration  thereto) shall be
conducted  in a manner  that does not  interfere  electrically,  or in any other
manner  whatsoever  with any then  pre-existing  use of any  Tower  Facility  by
Licensor or other users of the Tower ("Pre-Existing Use"). In the event that any
Pre-Existing  Use  experiences  interference  caused by Licensee  or  Licensee's
Equipment  (including  any  subsequent   modification  or  alteration  thereto),
Licensee  shall be notified in writing of such  interference  and Licensee shall
power  down its  equipment  and/or  cease  operations  in order to  correct  and
eliminate  such  interference  within  seventy-two  (72) hours after  Licensee's
receipt of such notice.  If Licensee  does not cease all  interfering  operation
within  such  seventy-two  (72) hour  period,  Licensor  shall have the right to
disconnect  Licensee's  Equipment until such time as Licensee can affect repairs
to  the  interfering   Equipment.   If  Licensee  is  unable  to  eliminate  the
interference,  or reduce it to a level  acceptable  to the affected  user of the
Pre-Existing  Use,  within a period of thirty (30) days  following  such initial
notice  (provided  that  during  such 30 day  period,  Licensee  may operate its
equipment  intermittently during off-peak hours for testing purposes only), then
Licensor may, in addition to any other rights it may have for Licensee's  breach
hereof,  terminate the applicable  License.  Subsequent to a written  request by
Licensor, in Licensor's sole discretion and at Licensee's sole cost and expense,
each Licensee  transmitter shall have a circulator and harmonic filter installed
between the transmitter output and antenna feedline.  Also, Licensor may, at its
option,  require  Licensee  to  supply,  at  Licensee's  sole cost and  expense,
additional   radio   frequency   interference   (RFI)  limiting   equipment  for
installation on the equipment of any user whose  equipment is experiencing  such
interference.  In the  event  that  Licensee  is  notified  of any  interference
experienced by a Pre-Existing  Use on the Tower Facility alleged to be caused by
Licensee's  operations thereon,  Licensee shall be obligated to perform whatever
actions are necessary,  at Licensee's  sole cost and expense,  to eliminate such
interference  and shall not be released  from its  obligation to continue to pay
the Licensee Fee during any period that  Licensee can not operate from the Tower
Facilities pursuant to this Section 8.7(a).

                  (b)  Interference by a Subsequent Use.  Licensee  acknowledges
and agrees that  Licensor  intends to market to third  parties space on the same
Tower and in the same  Tower  Facilities  (including  equipment  structures  and
shelters) as are used hereunder by Licensee;  provided that,  subject to Section
8.7(f),  Licensor  agrees  not to,  and to  cause  any user of the  Tower  whose
equipment is installed or modified  subsequent  to the  Licensee's  then-current
operation of Licensee's  Equipment thereon  ("Subsequent Use") not to, interfere
with Licensee's then-current operations.  In the event that Licensee experiences
interference  caused by any Subsequent  Use,  Licensee shall notify  Licensor in
writing of such  interference and Licensor shall, or shall cause the operator of
the  interfering  Subsequent  Use,  to power  down its  equipment  and/or  cease
operations in order to correct and eliminate such interference within

<PAGE>
seventy-two  (72)  hours  after  Licensor's  receipt  of  such  notice.  If such
Subsequent Use is unable to operate  without  causing such  interference,  or if
such  interference  is not reduced to a level  acceptable to Licensee,  within a
period  of  thirty  (30) days  (provided  that  during  such 30 day  period  the
Subsequent Use may be operated  intermittently during off-peak hours for testing
purposes only), then Licensee may, in additional to any other rights it may have
for  Licensor's  breach  hereof,  terminate the  applicable  License.  Except as
otherwise provided in Section 8.7(f),  Licensor hereby acknowledges that its has
an affirmative  obligation to Licensee to cause any such interfering  Subsequent
Use to cease any interfering  operations in accordance with this Section 8.7(b).
In the event that  Licensor  is  notified  of any  interference  experienced  by
Licensee  alleged  to be  caused  by a  Subsequent  Use on the  Tower  Facility,
Licensor  shall be  obligated  to perform  (or cause to be  performed)  whatever
actions are  necessary,  at no cost or expense to Licensor,  to  eliminate  such
interference.

                  (c)  Interference  with  Lighting  and  Building  Systems  and
Building  Tenants.  In no event shall  Licensee's use of any Tower Facilities or
operation  of any  of its  equipment  thereon  be  conducted  in a  manner  that
interferes  with  Licensor's  lighting  system  located  on any  of the  Towers,
building systems, or, in the event that Licensee's equipment is installed on the
rooftop of a building,  with equipment of any kind used by building  tenants who
are not tenants of the Licensor.

                  (d) Dispute As to Cause of Interference. Any dispute as to the
cause of  interference  under this  Section  8.7 that can not be resolved by the
affected  parties  shall be submitted to an  independent  professional  engineer
chosen  by  Licensor  and  such  engineer's  decision  as to the  cause  of such
interference  shall be final and binding upon the parties.  If such interference
to a Pre-Existing  Use is found to be caused by any installation of Equipment or
any  subsequent  modification  or  alteration  thereto or by  operation  of such
Equipment by Licensee,  the fees and charges of the engineer to whom the dispute
is referred shall be borne by Licensee.  If such interference is found not to be
caused  by  such  installation  of  Equipment  or any  subsequent  modification,
alteration  or  operations,  the fees and  charges of the  engineer  to whom the
dispute is referred shall be borne by the complaining party.

                  (e) No Illegal or Unpermitted Use. Notwithstanding anything to
the contrary,  nothing in Section 8.7shall be deemed or interpreted to authorize
Licensee to  illegally  transmit on any  frequency,  to transmit on a channel or
frequency not specified in the individual  License,  to operate at variance from
the  specifications  in its FCC license or the FCC's rules governing  Licensee's
operation  of its  Equipment,  or to provide any  protection  to  Licensee  from
interference from parties who are not users of the Towers.

                  (f) FCC  Part 15 Use.  In the  event  that  any of  Licensee's
operations  from a Tower Facility are governed by Part 15 of the FCC's rules and
regulations (47 C.F.R. ss. 15.1, et seq.) as updated,  amended and/or superseded
by any and all Legal  Requirements  ("Part 15"),  Licensee's  rights pursuant to
Section 8.7 with respect to such use shall only be  enforceable  with respect to
interference which is not governed by Part 15. Licensee  acknowledges and agrees
that Licensee has an obligation to Licensor  pursuant to Part 15 and pursuant to
this Agreement to cooperate, in good faith, with all other users (including Part
15  users) of the Tower  Facility  and  Licensor,  regardless  of the  frequency
utilized by such other user or whether such users began operations from the

<PAGE>
Tower  Facility  prior to or  subsequent  to  Licensee's  then-current  use,  to
eliminate any and all interference caused by or experienced by Licensee's use of
the frequencies pursuant to Part 15. With respect thereto, Licensee acknowledges
that Licensor  anticipates  that the Tower Facility may be or is licensed to and
utilized  by  multiple  users  sharing  the  same  frequencies  under  Part  15.
Notwithstanding  anything to the  contrary  in this  Agreement  or any  License,
Licensor makes no  representations  or warranties with respect to whether or not
any other users of the Tower  Facilities are utilizing  frequencies  governed by
Part 15,  including  without  limitation any frequency which Licensee intends to
utilize under any License.

         8.8 Labeling and Identification.  Licensee shall identify its Equipment
and equipment  cabinets  (unless such cabinet is located in a building  owned by
Licensee) by labels  identifying  Licensee's  name and contact  phone number and
shall permanently  identify its coaxial cable at the top and bottom.  Failure by
Licensee to so identify its  Equipment may cause an  interruption  in service of
Licensee's  operation and shall  constitute a Default of this Agreement.  In the
event that Licensee  fails to comply with this Section 8.9 and  following  prior
written  notice to  Licensee  of no less than  forty-five  (45)  days,  Licensor
reserves the right,  in addition to any other rights it may have  hereunder,  to
label Licensee's  Equipment and assess a fee for Licensor's  out-of-pocket costs
(provided,  however,  that if such work is  performed  by Licensor or one of its
Affiliates,  such  out-of-pocket  costs  shall  include  the cost of  labor  and
materials incurred by Licensor but in no event to exceed $1,500), which shall be
payable to Licensor upon receipt of an invoice.

         8.9  Insurance.  Licensee  and  Licensor  shall  keep in full force and
effect during the Term of this  Agreement and the term of any License  insurance
coverage in accordance with Appendix II attached hereto.  In addition,  Licensee
shall  cause,  and shall be solely  responsible  to Licensor  for any failure to
cause, all contractors or  subcontractors  performing Work on any Licensed Space
on behalf of the  Licensee  to obtain  insurance  coverage  in  accordance  with
Appendix II.

         8.10 Combining Equipment.  The Licensor may require the Licensee, where
technically feasible, to remove its individual antenna and transmission line and
utilize a radio frequency  combining network with a common transmission line and
antenna, at the sole cost of Licensor. The Licensor shall be required to provide
an  appropriate  RF  combining  filter for use on this  network.  The  combining
network  shall remain the property of the  Licensor at the  termination  of this
Agreement.

         8.11   Replacement   or    Reconstruction   of   Tower   by   Licensor.
Notwithstanding  anything to the  contrary  herein,  Licensee  acknowledges  and
agrees that the Licensor reserves the right, in its sole discretion,  to replace
or rebuild an existing Tower or the top of any Tower, provided, however, that in
the event of such  tower  replacement,  Licensor  shall  provide  Licensee  with
suitable space at the Tower Facility  during the  construction  period to permit
the  continued  operation of Licensee's  Equipment and Licensor  shall be solely
responsible  for the  costs  associated  with  removing  and  re-installing  the
Licensee's  Equipment on the  replacement  tower.  The Licensor  also  expressly
reserves the right to erect one or more towers on the Tower Facility, subject to
Licensor's obligations to Licensee pursuant to Section 8.6 of this Agreement. In
no event  shall  Licensee's  rent be abated in any  manner  during any period of
construction of the Tower or top of a Tower so long as Licensee is capable of

<PAGE>
continuing  to operate  its  Equipment  from a  temporary  location at the Tower
Facility.  Licensee  acknowledges  and agrees that it will reasonably  cooperate
with the Licensor in any actions,  filings,  or permits that may be required for
Licensor to exercise its rights under this Section 8.11.

         8.12  Cooperation  Relating to Licensee's Use. Upon Licensor's  written
request,  Licensee  shall promptly  furnish  Licensor with complete and accurate
information  in response to any reasonable  request by Licensor for  information
about any of the  Equipment  or  utilities  utilized  by  Licensee  at any Tower
Facility or any of the channels and frequencies utilized by Licensee thereon.

9.       Indemnification.
         ---------------

         9.1 By Licensee.  Licensee  shall  indemnify,  defend and hold harmless
Licensor, its Affiliates and their respective directors, officers, shareholders,
successors and assigns from all Damages arising from (a) any Claim to the extent
such Claim is attributable to the joint,  concurrent or sole  negligence,  gross
negligence,  or willful  misconduct  or strict  liability  of  Licensee,  or its
agents,  employees,  representatives,  contractors  or other  Persons  acting or
engaged by, through or under  Licensee,  (b) any material  breach by Licensee of
any  provision of this  Agreement,  and (c) actions taken by Licensor to resolve
any interference caused by Licensee or Licensee's  Equipment pursuant to Section
8.7(a) or 8.7(f),  as applicable,  to any other party which Licensor is required
by law or contractual obligation to resolve.

         9.2 By Licensor. The Licensor shall indemnify, defend and hold harmless
Licensee, its Affiliates and their respective directors, officers, shareholders,
successors and assigns from all Damages arising from (a) any Claim to the extent
such Claim is attributable to the joint,  concurrent or sole  negligence,  gross
negligence,  or willful  misconduct  or strict  liability  of  Licensor,  or its
agents,  employees,  representatives,  contractors  or other  persons  acting or
engaged by, through or under  Licensor,  (b) any material  breach by Licensor of
any provision of this Agreement, and (c) interference to Licensee's Equipment or
permitted  operations caused by Licensor's  failure to enforce Licensee's rights
to be free from such interference in accordance with Section 8.7(b).

         9.3 Limits on  Indemnification.  Except as otherwise expressly provided
in Sections  9.1(c) and 9.2(c),  neither party shall be responsible or liable to
any of the foregoing  Indemnified  Parties for any Damage arising from any Claim
to the extent  attributable to any acts or omissions of other licensees or tower
users occupying any particular  Tower  Facilities or for any structural or power
failures or destruction or damage to the Tower  Facilities  except to the extent
caused by the joint, concurrent, sole or gross negligence, or willful misconduct
of such party.

         9.4  Waiver of  Certain  Damages.  Notwithstanding  the  provisions  of
Sections  8.9, 9.1 or 9.2,  each party hereto hereby waives the right to recover
consequential (including lost profits),  punitive, exemplary and similar damages
and the multiplied portion of damages.

         9.5 Express  Negligence.  THE FOREGOING  INDEMNITIES  SET FORTH IN THIS
SECTION 9 ARE INTENDED TO BE ENFORCEABLE  AGAINST THE PARTIES IN ACCORDANCE WITH
THE  EXPRESS  TERMS  AND  SCOPE  THEREOF  NOTWITHSTANDING  ANY  STATE'S  EXPRESS
NEGLIGENCE RULE OR ANY SIMILAR  DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT
INDEMNITIES BECAUSE OF THE SIMPLE OR GROSS NEGLIGENCE (WHETHER SOLE, CONCURRENT,
ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT  LIABILITY OF ANY OF THE INDEMNIFIED
PARTIES.


<PAGE>
         9.6  Survival.  The  provisions  of this  Section 9 shall  survive  the
termination of this Agreement with respect to any events  occurring on or before
termination  whether or not Claims relating thereto are asserted before or after
termination.

10.      Destruction or Condemnation.
         ---------------------------

         (a) In the  event  that any  Tower is  destroyed  or  damaged  by fire,
lightning, windstorm, flood, earthquake,  explosion, collapse, aircraft or other
vehicle damage or other casualty,  Licensor shall, unless it elects to terminate
the related License with respect to the affected Tower as hereinafter  provided,
promptly  reconstruct or repair the Tower to substantially the same condition as
existed before the  destruction or damage and upon completion give possession to
Licensee of substantially the same space licensed under the affected License. If
the  Tower  is in need of such  repair  or is so  damaged  by  fire,  lightning,
windstorm,  flood,  earthquake,  explosion,  aircraft or other  vehicle  damage,
collapse or other casualty that  reconstruction  or repair cannot  reasonably be
undertaken without  dismantling  Licensee's  Equipment,  then Licensor may, upon
giving written notice to Licensee, remove any Licensee's Equipment and interrupt
the  signal  activity  of  Licensee  but will  use  reasonable  efforts  to have
Licensee's Equipment replaced as soon as reasonably  possible.  Licensee will be
afforded the right,  at Licensee's sole cost and expense,  to install  temporary
facilities pending repairs,  provided such temporary facilities do not interfere
in any way with the construction, rebuilding or operation of the Tower. Licensor
agrees to provide Licensee alternative space, if available,  on the Tower during
such  reconstruction/repair  period. If Licensor elects not to restore the Tower
within six months  from the date of any  casualty,  Licensor  may,  by notice to
Licensee,  terminate  the License Term of the affected  License on the date (not
more than thirty days thereafter) set forth in such notice.  Should Licensor not
substantially  restore or  replace  the Tower in a fashion  sufficient  to allow
Licensee to replace  Licensee's  Equipment  thereon within six (6) months of the
date of casualty  provided  that such six month  period  shall be  automatically
extended  for so long as Licensor  has  commenced  and  diligently  continues to
restore  or replace  such Tower and  Licensee's  operation  has been  materially
disrupted for sixty (60) or more  consecutive  days, then Licensee,  upon thirty
(30) days' written notice to Licensor may, at its option,  terminate the License
Term of the affected License.

         (b)  Licensor  shall be entitled to  terminate  the License Term of the
affected  License  if all or any part of to the  associated  Tower  Facility  is
acquired,  transferred,  condemned  or  taken  pursuant  to any  eminent  domain
proceeding  if as a result any of such event,  Licensor  has  determined  not to
continue  to  operate  the  Tower  Facility.  Irrespective  of the form in which
recovery  may be had by law,  all  rights to damages  or  compensation  from the
applicable  governmental  authority  shall  belong  to  Licensor  in all  cases.
Licensee hereby grants to Licensor all of Licensee's  rights to such damages and
covenants to deliver such further  assignments thereof as Licensor may from time
to time request. Nothing contained herein shall be construed to prevent Licensee
from  prosecuting  in any  eminent  domain  proceedings  a claim for  relocation
expenses,  provided that such action shall not affect the amount of compensation
otherwise recoverable by Licensor from the taking authority.


<PAGE>
         (c) The License Fee with respect to the affected  Tower  Facility shall
be abated  during any period that the Tower has not been  restored  following an
event described in clauses (a) or (b) above so as to permit Licensee's Equipment
to be  replaced  on the Tower and so long as  Licensee  is unable to continue to
operate  from a temporary  location at the Tower  Facility  during any period of
restoration.

         (d)  Notwithstanding  anything to the  contrary,  this Section 10 shall
have no force or effect with respect to a BTS Site under the Services  Agreement
which is  destroyed,  damaged  or taken  prior to the  completion  of the  tower
structure. In such event, the provisions of the Services Agreement shall govern.

11.      Surrender.
         ---------

         11.1  General.  Upon the  expiration  or  termination  of any  License,
Licensee  shall  peaceably  deliver up and  surrender  the  facilities  on which
Licensee's Equipment was installed or located.

         11.2 Alterations and  Improvements.  Upon the termination or expiration
of any License, all permanent alterations, installations, changes, replacements,
additions  or  improvements  that (a) have been made by  Licensee to the related
Tower  Facilities  and (b)  cannot be  removed  without  material  damage to the
remainder of such Tower Facilities, shall, at the Licensor's sole discretion, be
deemed a part of such Tower Facilities and the same shall not be removed.

         11.3  Licensee's  Property.  Upon the  termination or expiration of any
License and so long as Licensee is not in Default hereunder, Licensee may remove
all property  owned by Licensee so long as the removal  thereof  would not cause
material  damage to property  not owned by Licensee  and shall repair any damage
caused to the Tower Facilities due to the removal of such property at Licensee's
expense.  Licensee shall remove such property to one foot below grade,  and such
removal  shall  be  performed  by a  qualified  steeplejack,  tower  climber  or
contractor  in  a  workmanlike  manner  without  any  interference,   damage  or
destruction to any other  equipment,  structures or operations of the tower, and
without  injury  or  damage to the  tower,  the  surrounding  real  property  or
improvements  located thereon.  If Licensee fails to make such repairs within 10
days after  occurrence  of any such damage,  Licensor may perform the  necessary
repairs at  Licensee's  expense.  Licensee  shall pay  Licensor  all  amounts so
invoiced within 10 days after receipt of the invoice. Past due amounts will bear
interest  at the Past  Due  Rate  from the due  date  until  the date  paid.  In
addition,  with  respect to any late  payment,  Licensee  shall pay  Licensor an
Administrative Fee in the amount specified in Section 6.7 to compensate Licensor
for the additional  administrative  costs incurred or anticipated to be incurred
by reason of such late payment. If Licensee fails to remove such property within
30 days after the termination or expiration any License,  such property shall be
deemed abandoned.  The Licensor may, at its option, (a) cause any such abandoned
property to be removed and stored  (including the costs of any repairs  required
due to  such  removal)  at the  expense  of  Licensee  which  must  be  promptly
reimbursed to Licensee upon receipt of an invoice(s), b) sell all or any part of
such property at public or private sale, without notice to Licensee,  and retain
the proceeds of such sale and/or (c) declare that title to such  property  shall
be deemed to have passed to Licensor and Licensee  shall  execute any  documents
reasonably requested by Licensor to evidence such transfer of interest.


<PAGE>
     11.4 Release Documents.  Upon the termination or expiration of any License,
Licensee  shall  immediately  upon the request  and at the expense of  Licensor,
deliver a release in recordable  form of any  instruments  of record  evidencing
such License.

12.      Miscellaneous.
         -------------

         12.1     Assignment and Subleasing.
                  -------------------------

                  (a)  In  the  event  Licensor  mortgages,  grants  a  security
interest in or otherwise  collaterally assigns its interest in this Agreement or
in any License,  Licensee will execute and deliver to Licensor's lender or other
party to whom such interest is granted an Estoppel certificate  certifying as to
such  reasonable  matters  as  are  customarily   expressed  to  lenders  and  a
subordination,  attornment and  non-disturbance  agreement pursuant to which any
interest  Licensee may have in any Tower  Facilities by reason of this Agreement
or any License is  subordinated  to a mortgage lien or other  security  interest
granted  in  favor of  Licensor's  lenders;  provided,  Licensee  shall  only be
obligated to enter into any such  subordination,  attornment and non-disturbance
agreement if,  pursuant to the terms  thereof,  the lender agrees not to disturb
Licensee's  interest in its  Equipment and any of the Tower  Facilities  arising
from this Agreement or any License so long as Licensee  continues to perform its
obligations according to the terms hereof and thereof.

                  (b) Licensee  may not assign or transfer (by  operation of law
or  otherwise)  this  Agreement,  any  License  or its  all or any  part  of its
interests therein without the prior written consent of Licensor. Notwithstanding
the  foregoing  and so long as  Licensee is not then in  Default,  Licensee  may
assign this Agreement or any individual  License without  Licensor's consent but
following no less than five (5) days prior written notice to Licensor, to any of
the  following:  (i) Any Affiliate of Licensee,  provided  that  Licensee  shall
continue to remain liable to Licensor  hereunder;  (ii) Any corporation or other
entity  resulting  from the  merger  or  consolidation  of  Licensee;  (iii) Any
corporation,  partnership,  or other  entity,  or person  which  acquires all or
substantially  all of the assets of or fifty  percent (50%) or more of the stock
or  interest  in  Licensee,  provided  that such  assignee  assumes  in full the
obligations of Licensee under the License.  In the event that Licensee  requests
Licensor's  consent to any  assignment  of any one or more  individual  License,
Licensee shall be required to pay Licensor an Administrative  Fee of $500.00 for
each  consent to  assignment  requested  by  Licensee.  In no event may Licensee
sublet, sublease, grant any form of shared use right or permit any other similar
use of any Tower Facility or any portion  thereof by or interest  therein to any
party other than  Licensee.  Notwithstanding  anything  to the  contrary in this
Agreement or in any License,  in no event may Licensee diplex or combine signals
for  itself or  others.  Upon any  request by  Licensee  to assign any  License,
Licensor may require the assignee to enter into a new license agreement directly
with  Licensor  so long as the  License  Fee,  Annual  Escalator  and length and
commencement  of each affected  License Term is not altered by such  replacement
license agreement.


<PAGE>
                  (c)  Except  as  otherwise  provided  herein  and  in  Section
12.1(a),  Licensor may not assign this  Agreement or any License or any interest
therein without the prior written approval of Licensee, which approval shall not
be  unreasonably  withheld,  conditioned or delayed so long as any such assignee
agrees in writing to assume Licensor's obligations hereunder and has a financial
position,  as measured by  reference  to such  assignee's  net worth,  operating
results,  and working  capital to  establish  that such party has the  financial
wherewithal to perform its obligations under such License or this Agreement,  as
applicable. Notwithstanding the foregoing and so long as Licensor is not then in
Default,  Licensor  may  assign  this  Agreement  or any  individual  License or
interest  therein  without  Licensee's  prior  written  consent  to  any  of the
following: (i) Any Affiliate of Licensor,  provided that Licensor shall continue
to remain liable to Licensee  hereunder;  (ii) Any  corporation  or other entity
resulting from the merger or consolidation  of Licensor;  (iii) Any corporation,
partnership,  or other entity, or person which acquires all or substantially all
of the  assets of or fifty  percent  (50%) or more of the stock or  interest  in
Licensor,  provided  that  such  assignee  assumes  in full the  obligations  of
Licensor under the License.

         12.2     Defaults.
                  --------

                  (a)  Licensee  and  Licensor  shall  have ten (10) days  after
receipt of written  notice to cure any  monetary  Licensor  Default or  Licensee
Default,  respectively,  and thirty (30) days after receipt of written notice to
cure any  non-monetary  Licensor  Default  or  Licensee  Default,  respectively;
provided however,  that if any non-monetary Licensor Default or Licensee Default
is not capable of being cured within the requisite  period of time, then so long
as the party  charged with the default has  diligently  pursued such cure of the
default  within the  prescribed  period,  the party shall be given the necessary
time to cure the default.  If subsequent to the foregoing  requisite  periods of
time,  there continues to be an event of Licensor  Default or Licensee  Default,
the non-defaulting  party may, upon thirty (30) days written notice to the other
party,  terminate  this  Agreement  with respect to the  applicable  License and
institute any other  proceedings at law or in equity to recover damages from the
other  party.  The cure  periods  set forth in this  Section  12(a) shall not be
applicable  with  respect  to any  breach of  Licensor  or  Licensee's  right or
obligations pursuant to Section 8.7.

                  (b) Upon the  occurrence of any Licensee  Default which is not
cured in  accordance  with  Section  12.2(a),  Licensor  may (i) enter  upon the
affected Licensed Space(s) without being liable for prosecution or any claims of
Damages of such entry,  and do whatever  Licensee is  obligated  to do under the
terms of this Agreement or any individual  License to correct the Default,  (ii)
remove and store Licensee's  Equipment from the Licensed Space at the expense of
Licensee which Equipment shall not be returned or released to Licensee until the
default has been  cured,  or (iii)  disconnect  Licensee's  Equipment.  Licensee
agrees to reimburse  Licensor on demand for any expenses that Licensor may incur
in effecting compliance with Licensee's  obligations under this Agreement or any
License in this manner,  and Licensee  further agrees that Licensor shall not be
liable  for any  Damages  resulting  from such  action.  No  action by  Licensor
pursuant to this Section 12.2(b) shall be construed as an election on Licensor's
part to terminate  this Agreement or any  individual  License,  unless a written
notice of such intention is given to Licensee.


<PAGE>
         12.3 Force Majeure.  Neither party shall assume  responsibility for any
losses or damages  caused by acts of God,  including,  but not limited to, wind,
lightning,  rain, ice,  earthquake,  floods,  or rising water, or by aircraft or
vehicle  damage.  In the event that  Licensor  shall be delayed,  hindered in or
prevented from the  performance of any act required  hereunder by reason of acts
of God (including,  but not limited to, wind, lightning,  rain, ice, earthquake,
flood or rising water), aircraft or vehicle damage or other casualty, unforeseen
soil  conditions,  acts of third  parties  who are not  employees  of  Licensor,
strikes,  lock-outs,  labor troubles,  inability to procure material, failure of
power,  governmental  actions or  inaction  (including  but not limited to those
related to zoning approvals,  permits or related appeals),  laws or regulations,
riots,  insurrection,  war or other  reasons  beyond its  control,  or any delay
caused by the acts or omissions of Licensee,  then the  performance  of such act
shall be excused for the period of delay and the period for  performance  of any
such act shall be extended  for a period  equivalent  to the period  required to
perform as a result of such delay.

         12.4  Entire  Agreement;  Prior  Agreements.  This  Agreement  and  the
appendices,  exhibits  form of Schedules  and Licenses that may be executed from
time to time by the parties with respect to specific Tower Facilities constitute
the entire agreement between the parties pertaining to the subject matter hereof
within the United  States and supersede  all prior  agreements,  understandings,
negotiations  and  discussions,  whether  oral or written,  of the parties  with
respect  to the  subject  matter  herein.  The  parties  hereto  also  expressly
acknowledge that any and all other existing master license  agreements or master
lease agreements (or similar  Agreements but not any individual site agreements)
between the parties  and their  Affiliates,  if any,  ("Prior  Agreements")  are
hereby terminated in their entirety  (notwithstanding their terms and conditions
to the contrary)  effective as of the date of this Agreement except with respect
to, and only to the extent of, any individual schedule or license executed under
such Prior Agreements prior to the date of this Agreement. Further, in the event
that  Licensor or Licensee or any of their  Affiliates  assumes or acquires  (by
reason of merger,  transfer  of  control,  or  assignment)  any  interest in any
additional Prior Agreements during the Term hereof, all such assumed or acquired
Prior  Agreements  (whether  executed by the initial parties before or after the
execution of this Agreement) shall be automatically terminated in their entirety
(notwithstanding their terms and conditions to the contrary) effective upon such
assignment  or  acquisition  by  Licensor  or  Licensee,   or  their  respective
Affiliates,  as  applicable,  except with respect to, and only to the extent of,
any individual schedule or license executed under such Prior Agreements prior to
the date of such automatic termination.

         12.5   Notices.   All   notices,   consents,   approvals,   and   other
communications given to either party under this Agreement shall be in writing to
such party at the address set forth for such party as its Notice  Address in the
applicable  License or at such other  address as such party shall  designate  by
notice to the other party hereto in accordance with this Section 12.5 and may be
delivered personally (including delivery by private courier services,  including
overnight  courier  delivery) or by confirmed  telecopy  followed by first-class
United States mail,  postage  prepaid,  registered or certified mail with return
receipt requested, to the party entitled thereto, and shall be deemed to be duly
given or made when  deposited  with the  applicable  carrier or courier.  In the
event that conflicting Notice Addresses appear in the Schedules, the most recent
Schedule shall control.

         12.6 Choice of Law. This Agreement  shall be construed and  interpreted
and the rights of the parties determined in accordance with the internal laws of
the  State  of  New  York.  Each  individual  License  shall  be  construed  and
interpreted  and the rights of the parties  determined  in  accordance  with the
internal laws in the state in which the Tower Facility is located, provided that
in the  event  that  more  than  one  License  is  involved  in the  dispute  or
controversy the laws of the State of New York shall govern.


<PAGE>
         12.7     Disclaimers, Amendments, and Waivers.
                  ------------------------------------

                  (a) No  endorsement  or  statement  on  any  check  or  letter
accompanying  a check  for  payment  of fee or other  amount  shall be deemed an
accord and  satisfaction,  and Licensor may accept such check or payment without
prejudice  to  Licensor's  right to  recover  the  balance  of such fee or other
payment or to pursue any other remedy provided in this Agreement.  No payment by
Licensee  or  receipt  by  Licensor  of  a  lesser   amount  than  the  periodic
installment(s)  of the License Fee shall be deemed to apply to any amount  other
than the earliest then outstanding payment due hereunder.

                  (b) LICENSEE  ACKNOWLEDGES  THAT THE LICENSOR HAS NOT MADE ANY
REPRESENTATION OR WARRANTY,  EXPRESS,  IMPLIED OR AT COMMON LAW, BY STATUTE,  OR
OTHERWISE RELATING TO ANY TOWER FACILITIES  INCLUDING,  WITHOUT LIMITATION,  THE
CONDITION OF ANY TOWER FACILITIES (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED OR
EXPRESSED  WARRANTY  OF  MERCHANTABILITY,  FITNESS  FOR  A  PARTICULAR  PURPOSE,
CONFORMITY  TO MODELS OR  SAMPLES  OF  MATERIALS,  ENVIRONMENTAL  CONDITION,  OR
GEOLOGIC  CONDITION).  IN FURTHERANCE OF THE FOREGOING,  THE LICENSOR  EXPRESSLY
DISCLAIMS AND NEGATES,  AND LICENSEE  HEREBY WAIVES (I) ANY IMPLIED OR EXPRESSED
WARRANTY OF  MERCHANTABILITY,  (II) ANY IMPLIED OR EXPRESSED WARRANTY OF FITNESS
FOR A PARTICULAR PURPOSE,  (III) ANY IMPLIED OR EXPRESSED WARRANTY OF CONFORMITY
TO MODELS OR SAMPLES OF  MATERIALS,  (IV) ANY CLAIM FOR  DAMAGES  BECAUSE OF ANY
LATENT OR PATENT DEFECTS OR OTHER DEFECTS,  WHETHER KNOWN OR UNKNOWN AND (V) ANY
AND ALL IMPLIED  WARRANTIES  EXISTING  UNDER  APPLICABLE  LAW. IT IS THE EXPRESS
INTENTION OF THE PARTIES  HERETO THAT ALL TOWER  FACILITIES BE LICENSED ON AN AS
IS, WHERE IS BASIS.  THE PARTIES  HERETO AGREE THAT,  TO THE EXTENT  REQUIRED BY
APPLICABLE LAW TO BE EFFECTIVE,  THE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED
IN THIS SECTION ARE CONSPICUOUS DISCLAIMERS.

                  (c) No amendment,  supplement,  modification or waiver of this
Agreement  shall be binding unless  executed in writing by the party to be bound
thereby. No waiver of any of the provisions of this Agreement shall constitute a
waiver of any other provision  hereof  (whether or not similar),  nor shall such
waiver  constitute a continuing  waiver unless expressly agreed to in writing by
the affected party.

         12.8  Brokerage  Fees.  Each of Licensor  and  Licensee  represent  and
warrant to the other that no broker was involved for such representing person in
connection  with this  transaction  and each of Licensor and Licensee  agrees to
indemnify and hold the other  harmless from and against the claims of any broker
acting on behalf of the indemnifying party in connection with this transaction.

         12.9 Quiet  Enjoyment.  The Licensor  covenants  and agrees that,  upon
Licensee's paying the License Fee and observing and performing all of the terms,
covenants and conditions on Licensee's  part to be observed and performed  under
this Agreement  (including any License),  Licensee shall  peacefully and quietly
enjoy the Tower Facilities covered by each License during the applicable License
Term.


<PAGE>
         12.10 References.  Any reference herein to a Section shall be deemed to
refer to the applicable  Section of this Agreement  unless  otherwise  expressly
stated  herein.  Any  reference  to an Appendix  shall be deemed to refer to the
applicable  Appendix  attached hereto,  all such Appendices  being  incorporated
herein and made a part hereof by this  reference.  Any  reference  to a Schedule
shall be deemed to refer to any form of  Schedule  attached  hereto from time to
time or any License  signed by Licensor and Licensee and, when so signed,  shall
be incorporated herein and made a part hereof by this reference.

         12.11 No Third Party  Beneficiaries.  Except as  otherwise  provided in
Section 8.7 or the applicable License,  this Agreement is solely for the benefit
of the  parties  hereto,  their  successors  and  assigns  permitted  under this
Agreement  and the  indemnified  parties  under  Sections  9.1 and  9.2,  and no
provisions of this Agreement shall be deemed to confer upon any other Person any
remedy, claim, liability, reimbursement, cause of action or other right.

         12.12  Recordation  of  Memorandum.  At Licensee's  request and expense
(including all reasonable  expenses  incurred by Licensor  hereunder),  Licensor
agrees to execute a memorandum of agreement  for a particular  License in a form
acceptable to Licensor,  so long as such recordation is not otherwise restricted
or  prohibited  by the  applicable  Ground  Lease.  Licensee  agrees to  provide
Licensor with a certified copy of any such  memorandum  within five (5) Business
Days following any recordation of such memorandum.

         12.13 Limited  Relationship.  Nothing contained in this Agreement shall
be deemed or  construed  by the parties  hereto or by any third Person to create
the  relationship  of principal  and agent,  partnership,  joint  venture or any
association between Licensor and Licensee other than contracting parties.

     12. 14 Applicable Standard. Any approval,  consent, decision or election to
be made or given by a party  hereunder may be made or given in such party's sole
judgment and discretion,  unless a different standard (such as reasonableness or
good faith) is provided for explicitly.

     12.15 Multiple Counterparts.  This Agreement may be executed in one or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

         12.16    Intentionally omitted.

         12.17 Interpretation.  Each of the parties has agreed to the use of the
particular  language of the provisions of this  Agreement,  and any questions of
doubtful  interpretation  shall not be  resolved  by any rule or  interpretation
against the draftsman,  but rather in accordance with the fair meaning  thereof,
having due regard to the benefits and rights  intended to be conferred  upon the
parties  hereto  and the  limitations  and  restrictions  upon such  rights  and
benefits intended to be provided.



<PAGE>
         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
25th day of May, 2000 (the "Effective Date").


LICENSOR:
AMERICAN TOWER, L.P.
By:  ATC GP, Inc. (its sole General Partner)


By:
    ----------------------------------------------------------
Name:
Title:


LICENSEE:
U.S. WIRELESS CORPORATION


By:       ___________________________________
Name: Title: