CONFIDENTIAL TREATMENT REQUESTED

     Confidential Portions of This Agreement Which Have been Redacted are Marked
with Brackets ("[***]"). The Omitted Material has been Filed Separately with The
Securities and Exchange Commission.


                          MASTER DESIGN BUILD AGREEMENT


     THIS MASTER DESIGN BUILD AGREEMENT ("Agreement"),  dated as of the ____ day
of  ____________,  1999  ("Effective  Date"),  is  made by and  between  Horizon
Personal  Communications,  Inc.  ("Horizon")  and SBA  Towers,  Inc.,  a Florida
corporation ("BTS Company").

     WHEREAS,  Horizon Telecom, Inc., Horizon and SBA have entered into an Asset
Purchase Agreement ("APA") whereby SBA will purchase certain  telecommunications
tower sites from  Horizon,  and Horizon and SBA have entered into or have agreed
to enter into a Master Site Agreement ("MSX"), and a Site Development  Agreement
("Site Development Agreement"); and

     WHEREAS,    Horizon   is   in   the   business   of   providing    wireless
telecommunications services; and

     WHEREAS,  BTS Company is in the  business of  erecting,  owning and leasing
tower facilities for equipment used in providing such services; and

     WHEREAS,  Horizon  desires  to use  BTS  Company's  services  to  identify,
evaluate, and acquire sites for such tower facilities; and

     WHEREAS,  BTS  Company  desires  to  construct  a  network  of  such  tower
facilities  within Horizon's service areas in a manner that will coordinate with
Horizon's needs for tower facilities; and

     WHEREAS,  the parties  desire that in most cases a site  identified  by the
procedures set forth herein will result in a tower  facility  constructed by BTS
Company  and  leased  to  Horizon  for the  installation  and  operation  of its
equipment; and

     WHEREAS,  this  Agreement  sets  forth  the  manner in which  Horizon  will
identify the general  location of potential sites, BTS Company will evaluate and
make  recommendations  as to specific  sites and Horizon will lease space on any
such site for the installation  and operation of its equipment  pursuant to this
Agreement.

     NOW,  THEREFORE,  for and in consideration of the mutual promises set forth
herein, the parties hereto agree as follows:

                           1. RELATIONSHIP OF PARTIES

     1.1 INDEPENDENT CONTRACTOR RELATIONSHIP. The parties intend by this
Agreement to establish an independent contractor relationship. Neither party nor
their employees shall be agents or legal  representatives of the other party for
any purpose.  Neither party shall have the authority to act for, bind, or commit


                                       1
<PAGE>

the other  party.  BTS Company and Horizon  agree that this  Agreement  does not
establish or create a relationship of employer-employee,  principal-agent,  or a
franchise, joint venture, or partnership for any purpose whatsoever.

     1.2 CONTRACTS WITH AFFILIATES.  BTS Company may contract with any Affiliate
(as  hereinafter  defined)  of BTS Company to provide  goods or services  beyond
those which its employees would perform, if it deems the same to be necessary or
advisable for development and/or construction of the Sites.

     1.3 LANDLORD AND TENANT RELATIONSHIP. BTS Company and Horizon shall execute
contemporaneously  with the execution of this  Agreement,  the MSA which governs
the relationship of BTS Company,  as landlord,  and Horizon, as tenant, on those
BTS Sites  which are  accepted  by Horizon  pursuant  to Section  2.7(b) of this
Agreement. A copy of the MSA is attached hereto as Exhibit "A."

     1.4  EXCLUSIVITY.  During the term of this Agreement,  BTS Company shall be
the exclusive  build-to-suit,  site acquisition,  line and antenna installation,
and construction company for wireless telecommunications tower sites for Horizon
and its  Affiliates  in Region 1 and Region 2 (as those terms are defined in the
MSA  and  the  Site  Development  Agreement  which  is  executed  simultaneously
herewith).  For purposes of this Agreement,  "Affiliates" with respect to either
party,  shall mean companies  which control,  are controlled by, or under common
control with that party.  For  purposes of this  Agreement,  the word  "control"
shall mean the  ownership,  directly  or  indirectly,  of the power to direct or
cause the direction of the management and policies of an entity, or the power to
veto major policy decisions of any such entity, whether through the ownership of
voting securities,  by contract or otherwise.  During the term of this Agreement
Horizon shall not engage any third party or Affiliate  directly or indirectly to
perform build-to-suit site acquisition,  construction, or equipment installation
services  described in this  Agreement  and will not enter into any  discussions
with any  third  party or  Affiliate  concerning,  or  furnish  any  information
relating to such  services to any third party or  Affiliate,  for the purpose of
considering,   soliciting   or   inducing   any  offer  by  such  third   party.
Notwithstanding the foregoing,  in the event that Horizon and BTS Company do not
agree upon the  payment  amount for a CMS Site,  Horizon  shall be  entitled  to
utilize  a  different  contractor  or  subcontractor  or its own  personnel  for
construction  services.  In the event that Horizon elects to utilize a different
contractor or subcontractor  as provided  herein,  Horizon shall first offer BTS
Company the right to perform such  services on the same terms and  conditions as
offered by the contractor or subcontractor.

                         II. SITE ACQUISITION SERVICES.

     2.1 SITE ACQUISITION SERVICES.

          (a) Horizon shall establish small geographic areas within which a cell
site or  transmission  tower  shall be located,  based on the network  grid's RF
design (a "Search  Ring").  For each  Search  Ring,  Horizon  shall  provide (i)
minimum tower specifications,  (ii) desired mounting height, (iii) a description
of the equipment that Horizon intends to put on the tower, and


                                       2
<PAGE>

(iv) any other  technical data  necessary to permit SBA to effectively  identify
the  candidate  sites that meet  Horizon's  needs.  Horizon  will provide to BTS
Company its System  network grid,  with the  established  Search Rings  overlaid
thereon.  Horizon will,  from time to time,  assign Search Rings to BTS Company.
BTS Company shall provide the  personnel and  facilities  which are necessary to
locate and lease or license  existing  towers,  buildings or other structures by
Horizon to be used for the construction and installation of Horizon's  equipment
("Collocation  Sites") or unimproved real property suitable for the construction
and installation of a communications  tower ("Tower") and related  facilities by
BTS  Company  ("BTS  Site").  As  used  herein,  "Sites"  shall  refer  to  both
Collocation  Sites  and BTS  Sites,  where  appropriate.  The  Site  Acquisition
Services  are more  particularly  described  in and  shall be  performed  by BTS
Company in  accordance  with the scope of work  attached  hereto as Schedule "A"
which is incorporated by referenced herein ("Site  Acquisition  Services").  BTS
Company shall be entitled to compensation  from Horizon for the Site Acquisition
Services as set forth on Schedule "C".

          (b) Upon its receipt of a Search Ring designated hereunder by Horizon,
BTS Company  shall  promptly,  diligently  and  professionally  perform the Site
Acquisition Services with respect to such Search Ring. BTS Company shall perform
the Site  Acquisition  Services in accordance  with this  Agreement,  including,
without  limitation,  the  objectives  and  procedures set forth in Schedule "A"
("Objectives  and  Procedures").  Provided  that  Horizon  does  not  materially
increase BTS Company's duties or impair BTS Company's rights hereunder,  Horizon
shall have the right  from time to time upon  written  notice to BTS  Company to
adjust,  modify or supplement  the  Objectives  and  Procedures  and the form of
documents to be generated or provided by BTS Company pursuant thereto.

          (c) Except as  expressly  authorized  in this  Agreement  or otherwise
expressly authorized by Horizon in writing, BTS Company shall provide all labor,
equipment,  material  and  supplies  necessary  or  appropriate  to perform Site
Acquisition  Services.  In the event that BTS Company elects to subcontract  any
Site  Acquisition  Services,  BTS Company shall obtain  Horizon's  prior written
consent to utilize such subcontractors,  which consent shall not be unreasonably
conditioned, delayed or withheld.

          (d) During the performance of Site  Acquisition  Services with respect
to any designated Search Ring, BTS Company shall at all times apprise Horizon of
any expressed opposition,  protest,  litigation or other efforts,  whether by an
individual,  group, neighborhood association or other organization, to restrict,
alter or prohibit the construction,  installation or operation of any structure,
structures or other facilities that Horizon or BTS Company proposes to construct
or operate on any Site within such Search Ring.

     2.2  WITHDRAWAL  OF  SITE.  In the  event  Horizon  elects  to  withdraw  a
Collocation  Site at any  time  or a BTS  Site  pursuant  to the  terms  of this
Agreement Horizon shall give BTS Company notice of such withdrawal and shall pay
BTS Company  [***] of the  milestone  installment  that would be due if the work
currently in progress was completed,  [***] of the reimbursable costs which were
incurred prior to the date on which BTS Company receives notice of the withdrawn
Site,  and [***] of all other amounts due  hereunder  for work  completed on the
Site as of the  date  BTS  Company  receives  Horizon's  withdrawal  notice  and
substitute the withdrawn  Site with an  alternative  site within sixty (60) days



                                       3
<PAGE>
                                        [***] - CONFIDENTIAL TREATMENT REQUESTED


("Alternative Site"), if available.  In the event that a withdrawn Site is a BTS
Site, Horizon shall pay BTS Company for Site Acquisition  Services in connection
with such Site as set forth in Schedule "C" attached hereto.

     2.3 SEARCH RINGS  DESIGN.  Horizon  shall have the right at any time in its
sole and absolute  discretion to expand or  reconfigure a previously  designated
Search Ring. In the event that Horizon  redesigns a search ring beyond 0.5 miles
of an urban or suburban  Site or 1.5 miles of a rural Site for which BTS Company
has begun but not yet  completed  all Site  Acquisition  Services,  then Horizon
shall pay BTS Company [***] for all Site Acquisition  Services  completed at the
time that the  notice of  redesign  is  received  by BTS  Company,  [***] of the
reimbursable  costs which were  incurred  prior to the date on which BTS Company
receives  notice of such  reconfigured  Search Ring,  and [***] of the milestone
installment  that would be due if the work  currently in progress was completed.
In the event that such Site was a BTS Site,  Horizon  shall pay BTS  Company for
such Site  Acquisition  Services  as set  forth on  Schedule  "C".  For all Site
Acquisition  Services rendered for the redesigned search ring, in the event that
the Site in the redesigned Search Ring is not a BTS Site,  Horizon shall pay BTS
Company an additional [***] of the milestone  installments due for all milestone
installments  to be  performed  and [***] of all  milestone  installments  to be
performed  for the first  time and  [***] of the  reimbursable  costs  which are
incurred.  Horizon  agrees not to develop  any site  within  any  redesigned  or
withdrawn  Search  Rings as a tower site and further  agrees not to transfer the
associated Work Product to any third party, including Affiliates.

     2.4 TERM OF SITE ACQUISITION SERVICES AGREEMENT. The term of this Agreement
(the "Site  Acquisition  Term") shall commence on the date of this Agreement and
shall expire on December 31, 2001.

          (a) This Agreement may be terminated as to any particular  Search Ring
upon written  notice by either party  following the other  party's  breach of an
obligation or covenant on such party's part to be performed with respect to that
Search  Ring,  which  breach  is not cured  within  thirty  (30) days  after the
breaching party's receipt of written notice; provided,  however, that so long as
the defaulting  party commenced  appropriate  curative action within such thirty
(30) day period, and thereafter diligently prosecutes such cure to completion as
promptly  as  possible,  the cure  period  will be  extended  until  the cure is
completed. If a party fails to cure a breach within this thirty (30) day period,
as it may be extended,  the party will be in default under this  Agreement as it
applies to the applicable Search Ring; and

          (b) Neither a termination  nor the expiration of this Agreement  shall
affect:

               (i) the  term  of the MSA or any  SLA,  as that  term is  defined
herein,  which  has  been  entered  into by the  parties  prior  to the  date of
termination of this Agreement, which shall continue in accordance with its terms
and conditions;

               (ii) the terms of this  Agreement that apply to any SLA which has
been  entered  into by the  parties  prior  to the date of  termination  of this
Agreement;



                                       4
<PAGE>
                                        [***] - CONFIDENTIAL TREATMENT REQUESTED


               (iii) any duties or obligations  for payment or performance  that
are or become owing hereunder prior to the effective date of such termination;

               (iv) the terms of this  Agreement  that apply to any Search  Ring
which was issued prior to the date of termination of this Agreement; or

               (v) any other duties or obligations  that  expressly  survive the
termination or expiration hereof.

          (c) A default regarding one Search Ring shall not constitute a default
under this Agreement;  however, a default under the greater of: (1) [***] Search
Rings;  or (2) [***] or more of the Search Rings which have been issued pursuant
to this  Agreement,  shall  constitute  a default  under every Search Ring and a
default under this Agreement.  In the event of such a default,  Horizon shall be
entitled to terminate the services of BTS Company and complete or engage a third
party to complete BTS Company's  responsibilities  under this Agreement pursuant
to the  Plans  and  Specifications  (as  hereinafter  defined)  provided  by BTS
Company.  In  such  event,   Horizon  shall  convey  the  Tower  Facilities  (as
hereinafter defined) and any site development  materials including ground leases
and  title,   environmental  and  geotechnical   reports  to  BTS  Company  upon
completion,  lien  free,  and  BTS  Company  shall  reimburse  Horizon  for  the
reasonable  costs  of  completing  its  responsibilities  and  pay  Horizon  the
applicable site development fee set forth in the Site Development  Agreement (as
hereinafter defined).

     2.5 GROUND LEASES.  The acquisition of BTS Sites by BTS Company pursuant to
this Agreement  shall be accomplished  using a lease agreement in  substantially
the same form as the  Option and Lease  Agreement  which is  attached  hereto as
Exhibit "B" (hereafter the "Ground Lease").  In no event shall BTS Company agree
to material  modifications  to the  provisions  set forth in paragraph 35 of the
Ground Lease  without  Horizon's  prior written  approval.  The  acquisition  of
Collocation   Sites  by  BTS  Company   pursuant  to  this  Agreement  shall  be
accomplished  using a lease agreement which Horizon shall provide to BTS Company
or on such other form which Horizon may, in its sole discretion, approve.

     2.6. ACCEPTANCE AND REJECTION OF COLLOCATION SITES. Horizon may at any time
in its sole and absolute  discretion  accept or reject any proposed  Collocation
Site. Without limiting the foregoing,  Horizon may withdraw its prior acceptance
of a Collocation Site and thereby reject such Collocation  Site. A withdrawal or
a rejection by Horizon of a Collocation Site shall not affect its obligation for
fees earned through the date of  termination  for Site  Acquisition  Services as
more particularly described in Section 2.2.

     2.7 ACCEPTANCE AND REJECTION OF BTS SITES; EXECUTION AND DELIVERY OF SLAS.

          (a) A BTS Site  shall be  deemed to be an  accepted  BTS Site from and
after the date that the  Candidate  Site which  corresponds  to the BTS Site has
been  approved  by  Horizon  pursuant  to Section  2(a) of  Schedule A and shall
continue to be deemed an accepted BTS Site unless and until Horizon  rejects the
BTS Site pursuant to section 2.7(b) hereof.



                                       5
<PAGE>

          (b)  Horizon  may at any time  prior  to the  parties'  execution  and
delivery of an SLA  corresponding  thereto,  and in Horizon's  sole and absolute
discretion,  reject any BTS Site.  In the case of a BIS Site that is accepted by
Horizon, the following shall apply:

               (i)  BTS  Company  shall  continue  the  diligent,  thorough  and
professional  prosecution of Site Acquisition Services (including the completion
of Ground  Lease  negotiations  and  required  zoning,  land use and  permitting
matters)  necessary for the construction of a  communications  tower and related
facilities consistent with the criteria theretofore identified by Horizon;

               (ii)  Subject to  Section  2.7(b)(iii)  below,  BTS  Company  and
Horizon shall prepare and finalize the SLA (and exhibits thereto)  applicable to
such BTS Site;

               (iii) Within thirty (30) days following BTS Company's  receipt of
all  necessary  zoning or other land use permits or approvals  applicable to the
improvements to be constructed by BTS Company on the BTS Site and the completion
of Site  Acquisition  Services in accordance with the Objectives and Procedures,
but subject to Section  2.7(b)(iv) below,  Horizon and BTS Company shall execute
and deliver the SLA applicable  thereto.  Unless Horizon  rejects the applicable
BTS Site  within  thirty  (30)  days  following  notice  by BTS  Company  of BTS
Company's receipt of all necessary zoning or other land use permits or approvals
applicable to the landlord  improvements to be constructed by BTS Company on the
BTS Site and BTS Company's completion of Site Acquisition Services in accordance
with the  Objectives  and  Procedures,  BTS  Company  shall  be  unconditionally
obligated  to enter  into the SLA  with  respect  thereto  upon  receipt  of the
foregoing  permits and approvals,  and shall thereafter  perform its obligations
thereunder in accordance  with the SLA and this Agreement.  Notwithstanding  any
provision of this Agreement to the contrary,  in the event that Horizon  neither
accepts  nor rejects the BTS Site  within  thirty days as provided  herein,  BTS
Company may, at BTS Company's  sole option either (1) deem the BTS Site approved
(in which event BTS Company shall be entitled to compel Horizon to execute a SLA
with  respect  to the BTS Site) or (2) deem the BTS Site to be  denied  and make
demand on Horizon for payment of the fees earned for Site Acquisition Services.

               (iv) Horizon may in its sole and absolute discretion withdraw its
prior  acceptance of a BTS Site,  and thereby  reject said BTS Site, at any time
prior to the BTS Company parties' execution and delivery of the SLA for such BTS
Site.

          (c) In the event of a rejection by Horizon of a BTS Site,  including a
rejection after a prior acceptance  thereof as described above in Section 2.7(b)
hereof,  Horizon's only obligation for such BTS Site shall be for the payment of
Site Acquisition  Services  incurred prior to such rejection with respect to the
Search Ring  containing  such BTS Site in  accordance  with Section 2.2. In such
event,  Horizon  agrees not to develop the rejected BTS Site as a tower site and
further agrees not to transfer the  associated  Work Product to any third party,
including Affiliates.



                                       6
<PAGE>

          (d) In the event of a rejection by Horizon of a BTS Site,  BTS Company
may elect to forego the  compensation  set forth in  Section  2.2 and retain the
Work  Product.  In  such  event,  Horizon  shall  have  the  right,  but not the
obligation,  for a period of one (1) year following the  construction of a tower
on such Site to enter into an SLA for such Site  pursuant  to the MSA as if such
Site were constructed as an accepted BTS Site; provided,  however,  that Horizon
shall not be entitled to compensation  for such Site under the Site  Development
Agreement.

          (e) This  Section  2.7 shall not be  deemed to limit or  restrict  any
rights of termination of a SLA as expressly set forth therein.  Horizon's rights
of rejection  with respect to a BTS Site  contained in this Section 2.7 shall be
in addition to, and not in lieu of, any SLA termination rights.

          (f) In the event that BTS Company's due diligence  investigation  of a
BTS Site reveals any defect in such Site which BTS Company  reasonably  believes
would materially adversely affect BTS Company's multi-tenant use or ownership of
such Site,  BTS  Company  shall be  entitled  to reject such Site upon notice to
Horizon.  In such  event,  Horizon  shall  have the right to  designate  another
candidate  site as the  preferred  candidate.  BTS Company  shall bear all costs
associated with Site  Acquisition  Activities and all costs  associated with the
due diligence investigation, zoning, and permitting of such Site.

     2.8 CONTINUED  PERFORMANCE  OF SITE  ACQUISITION  SERVICES  FOLLOWING  SITE
ACCEPTANCE  OR  REJECTION.  Unless  otherwise  notified by Horizon,  BTS Company
shall:

          (a) Following  Horizon's  acceptance of any Site,  continue to perform
Site Acquisition  Services with respect to such accepted Site in accordance with
this Agreement including, without limitation, the Objectives and Procedures; and

          (b) Following  Horizon's  rejection of any Site (including a rejection
after Horizon's prior acceptance thereof),  continue to perform Site Acquisition
Services  with  respect to the  Search  Ring  pertaining  thereto  (including  a
modified  Search Ring as  described  above in Section 2.3 hereof) in  accordance
with the terms and conditions of this Agreement,  including, without limitation,
the Objectives and Procedures.

     2.9 NO CONFLICTING OBLIGATIONS.

          (a) Neither  BT'S  Company  nor any  Affiliate  of BTS  Company  shall
hereafter during the Site Acquisition Term enter into any agreement, contract or
other   arrangement   with  any  Competitor  (For  purposes  of  this  Agreement
"Competitor"  shall mean an entity  whose  business  includes  the  provision of
wireless  telecommunications  services  to the  public)  pursuant  to which  BTS
Company or any  Affiliate  of BTS  Company  agrees to provide to or on behalf of
such  Competitor site  acquisition  services that: (i) may result in the leasing
(or other  acquisition)  of real  property and the  construction  thereon by BTS
Company or such Affiliate of a wireless communications facility designed to meet
such Competitor's specifications and (ii) affect or may affect any real property
located  within a Search Ring.  BTS Company shall provide to Horizon  during the
Site Acquisition Term BTS Company's primary duty of loyalty and  professionalism
in the


                                       7
<PAGE>

performance within the geographic area of Site Acquisition  Services  hereunder.
BTS Company shall not perform, or undertake to perform,  any services that would
conflict with BTS Company's loyal,  professional and diligent performance of its
duties  hereunder.  The foregoing  provisions  of this Section  2.9(a) shall not
apply if BTS  Company  notifies  Horizon  of a  pre-existing  conflict  upon BTS
Company's receipt of a Search Ring, nor will it apply to a Search Ring after BTS
Company has completed construction of a BTS Site within such Search Ring.

          (b) In the course of performing Site Acquisition Services or otherwise
in conducting its activities under or with respect to this Agreement or any SLA,
BTS Company shall not publish or distribute any materials or documentation using
Horizon's name without Horizon's express prior written  permission  specifically
relating to such use; provided,  however,  that BTS Company shall be entitled to
utilize Horizon's name where reasonably necessary to facilitate zoning and other
governmental approvals.

     2.10  COMPLIANCE  WITH LAWS.  BTS Company  represents  and warrants that it
shall:  (a) comply  with all  federal,  state and local  laws,  regulations  and
ordinances with respect to its performance of the Site Acquisition Services; (b)
file all reports  relating to the Site  Acquisition  Services and required under
applicable law (including,  without limitation, tax returns); (c) pay all filing
fees and federal state and local taxes  applicable to BTS Company's  business as
the same shall become due; and (d) pay all amounts  required under local,  state
and federal workers' compensation,  disability benefit,  unemployment insurance,
and other  employee  benefit laws and  regulations  when due. BTS Company  shall
provide  Horizon with such documents and other  supporting  materials as Horizon
may reasonably request to evidence BTS Company's continuing compliance with this
Section 2. 10.

     2.11  INSURANCE.  BTS Company and  Horizon  shall each  maintain in effect,
without interruption,  on an annual basis, during the term of this Agreement the
following insurance policies:

          (a) Commercial  General Liability (Bodily Injury and Property Damage).
Insurance  coverage  with  endorsement   evidencing   coverage  for  contractual
liability. The limits of this insurance shall not be less than:

               (i) Each Occurrence Limit $1,000,000

               (ii) General Aggregate Limit $2,000,000

          (b)  Comprehensive   Automobile   Liability   insurance  covering  the
ownership,  operation  and  maintenance  of allowed,  non-owed,  and hired motor
vehicles,  in limits not less than  $1,000,000  for bodily  injury and  property
damage per occurrence.

          (c)  Worker's   Compensation   Insurance  with  statutory  limits  and
Employer's  Liability Insurance with limits of not less than $ 1,000,00 for each
accident.



                                       8
<PAGE>

          (d)  Professional  Liability  (errors and omissions)  insurance of not
less than $1,000,000 for each occurrence,  with endorsement  evidencing coverage
for contractual liability.

          (e) All foregoing  insurance  shall  provide for an effective  date no
later than the Effective Date of this Agreement.  Horizon and BTS Company agrees
to maintain such coverage in effect without  interruption on an annual basis for
so long as  this  Agreement  is in  effect.  Horizon  shall  be  included  as an
additional insured on BTS Company's Commercial General Liability insurance,  and
BTS Company shall be included as an additional  insured on Horizon's  Commercial
General  Liability  insurance.  Horizon  and BTS  Company  agree to obtain  such
insurance from nationally recognized carriers at commercially  reasonable rates.
Horizon's  and BTS Company's  obligations  under this  Agreement,  including its
indemnification  obligations  under  Section  2.12,  will  not  be  affected  by
obtaining or the failure to obtain any insurance  coverage  required  under this
Section 2.11.

          (f)  Horizon  and BTS  Company  shall  each  provide  the  other  with
Certificates  of  Insurance  from its  insurance  agent or broker  or  insurance
company evidencing the above coverage and limits.

          (g) All insurance  policies required to be maintained  hereunder shall
be  issued  by  companies  that  hold a  current  rating  of not less  than "A",
according to Best Key Rating Guide,  unless this requirement is expressly waived
in writing by the other party.

     2.12   INDEMNIFICATION.   The  following   indemnities  shall  survive  the
expiration or termination of this Agreement:

          (a) By Horizon. Horizon shall indemnify and hold harmless BTS Company,
its Affiliates, directors, officers, shareholders, agents, and employees thereof
from and against any fine, penalty,  loss, cost, damage,  injury, claim, expense
(including  reasonable  attorney and other  professional  fees and costs and all
reasonable fees and costs  associated with enforcing this  indemnification),  or
liability  incurred  by BTS Company as the result of any act,  error,  omission,
non-performance  by negligence,  or wrongful act of Horizon arising directly out
of the  performance  of this  Agreement,  including  any  election by Horizon to
pursue certain rights under this Agreement.

          (b) By BTS Company.  BTS Company  shall  indemnify  and hold  harmless
Horizon,  its  Affiliates,   directors,  officers,  shareholders,   agents,  and
employees thereof from and against any fine, penalty, loss, cost damage, injury,
claim,  expense (including  reasonable  attorney and other professional fees and
costs  and  all  reasonable  fees  and  costs  associated  with  enforcing  this
indemnification),  or  liability  incurred  by Horizon as the result of any act,
error, omission,  non-performance by negligence,  or wrongful act of BTS Company
arising  directly  out of the  performance  of  this  Agreement,  including  any
election by BTS Company to pursue certain rights under this Agreement.

          (c) Notwithstanding anything to the contrary contained in this Section
2.12,  the  indemnity  obligations  of either party hereto will not apply to any
injury, loss, damage, liability, penalty or obligation (or any claim in



<PAGE>

respect  of  the  foregoing)   resulting  from  the  negligence  or  intentional
misconduct  of the other  party  hereto or such of such  other  party's  agents,
employees or  contractors.  To the fullest  extent  permitted by law, all claims
against  the other  party for lost  profits or  earnings  or other  indirect  or
consequential  damages otherwise recoverable under applicable law as a result of
the breach of this  Agreement or otherwise  pursuant to the foregoing  indemnity
provisions are hereby waived by the aggrieved party.

     2.13 ASSIGNMENT AND SUBLEASING.  BTS Company may not assign this Agreement,
in  whole  or in  part,  without  Horizon's  prior  written  consent  except  as
collateral in connection with BTS Company's financing. BTS Company may, however,
subject to the terms of the MSA, sublease any particular Site to another entity.
Horizon  may  assign  all or a  portion  of its  rights  hereunder  to:  (a) any
corporation resulting from any merger,  consolidation or other reorganization to
which Horizon is a party; (b) any corporation, partnership, association or other
person to which  Horizon  transfers all or  substantially  all of the assets and
business of Horizon  existing  at such time;  or (c) any  Affiliate  of Horizon;
provided,  however,  that in the event of an  assignment,  Horizon  shall remain
liable  for its  obligations  hereunder.  All the terms and  provisions  of this
Agreement  shall be binding upon and inure to the benefit of and be  enforceable
by the parties hereto and their respective successors and permitted assigns.

   III. CONSTRUCTION, CONSTRUCTION MANAGEMENT AND PROGRAM MANAGEMENT SERVICES

     3.1 CONSTRUCTION AND CONSTRUCTION MANAGEMENT. BTS Company shall perform the
services  set forth on  Schedule  "B"  attached  hereto  (all of which  shall be
hereinafter referred to collectively as the "Construction  Management Services")
for Horizon, for each site chosen within each of the Search Rings assigned.  All
sites for which BTS Company will perform Construction  Management Services shall
hereinafter be referred to as the "CMS Sites."

     3.2 PROGRAM MANAGEMENT SERVICES.  In connection with, and as a tracking and
indexing  mechanism  for its  provision  of Site  Acquisition  and  Construction
Management  Services  pursuant to this  Agreement,  BTS Company  shall  develop,
implement and maintain a deployment  plan which tracks all  activities and costs
associated with the performance of Site  Acquisition  Services and  Construction
Management Services for each Site in accordance with the following procedures:

          (a) BTS  Company  shall  develop  and  implement  a quality  assurance
program,  which  ensures  that all  activities  are  performed  to such  quality
standards as may be established from time to time by Sprint Spectrum, L.P.

          (b) BTS Company shall develop and  implement  comprehensive  reporting
mechanisms so that  detailed  site  progress is tracked on a weekly  basis,  and
complete reports are provided when required by Horizon, not less frequently than
once per week.

          (c) BTS Company  shall develop and  implement a  comprehensive  filing
system  that  ensures  that all  relevant  site  information  is  organized  and
available.  BTS Company shall seek to use electronic  means whenever  available.
BTS Company shall ensure the physical security of the filing system.



                                       10
<PAGE>

          (d) BTS Company  shall manage and  coordinate  interaction  among site
acquisition, construction, management, and the A&E firm.

          (e) BTS Company shall manage and coordinate  interactions  between the
infrastructure  development staff (site acquisition and construction management)
and other  disciplines  involved in the system deployment (e.g., RF engineering,
network engineering, marketing).

                         IV. DESIGN AND CONSTRUCTION OF
                       WIRELESS COMMUNICATIONS FACILITIES

     4.1 APPROVAL OF PLANS AND SPECIFICATIONS.  BTS Company shall be responsible
for constructing the tower platforms,  ice bridges,  towers, fencing,  grounding
systems,  power and telephone  connections to a central demarcation point within
the tower compound,  and a concrete  equipment pad as specified by site diagrams
for Horizon's  equipment and battery  backup ("Tower  Facilities").  BTS Company
shall prepare and deliver to Horizon for its approval three copies of prototype,
standard plans ("Plans") and construction specifications  ("Specifications") for
the  construction of prototype Tower  Facilities.  The Plans and  Specifications
shall be  delivered to Horizon at least  fourteen  (14)  business  days prior to
obtaining the building  permit on a Site.  Within ten (10) days after receipt of
the Plans and  Specifications,  Horizon  shall  either  approve  such  Plans and
Specifications  or deliver to BTS Company detailed written  objections  thereto.
Horizon  shall  approve  the Plans and  Specifications  if they meet the minimum
specifications set forth by Horizon in its Search Ring; provided,  however, that
Horizon  shall not be required to approve  the Plans and  Specifications  if BTS
Company's Plans and Specifications contemplate tower height or loading in excess
of what was  contemplated in Horizon's Search Ring minimum  specifications,  and
such excess would cause a material delay in BTS Company  obtaining  governmental
approvals with respect to the applicable  Site, and such delay would  materially
delay Horizon's anticipated installation date for its Equipment on such Site.

     4.2 CHANGE ORDERS.  Horizon shall have the right to issue reasonable change
orders to BTS Company on any given Site  provided that such changes are tendered
to BTS  Company  in  writing  thirty  (30) days  prior to the  submittal  of the
applicable  building  permit  application  for the  Tower  Facilities  which are
affected by the change order and further provided that Horizon pays the increase
in the cost of construction of the Tower Facilities  attributable to such change
orders.

     4.3 DEFINITION OF CONSTRUCTION  COSTS. As used herein,  Construction  Costs
shall mean those costs which are the  responsibility  of BTS Company  under this
Agreement  and which shall  include the costs of materials and labor used in the
construction  of  the  Tower  Facilities,   payments  made  to  contractors  and
subcontractors  performing  construction  work  in  connection  with  the  Tower
Facilities including but not limited to the cost of materials,  labor,  expenses
associated  with the lease of equipment  used in  construction,  the cost of any


                                       11
<PAGE>

tower  lighting  system,  the cost of all site work required for the property or
the easement, the cost incurred in extending utilities to the Property including
the cost incurred in obtaining  any grants of easements  for ingress,  egress or
utilities  over real property  owned by persons or entities other than the prime
lessor,  supplies,  reasonable  travel  expenses,  cost of overhead  incurred by
contractors in the  performance  of this  Agreement  fees for building  permits,
licenses and inspections, fees or assessments imposed by local, state or federal
governmental  entities  including but not limited to the FCC and FAA,  insurance
premiums paid by BTS Company during the construction period,  recording fees and
filing fees, fees and payments on construction,  interim or permanent financing,
mortgage brokerage fees, fees of engineers, surveyors, architects, attorneys and
others providing professional services,  brokerage commissions, and premiums for
contractor's  faithful  performance and or mechanic's lien bonds  ("Construction
Costs").  Construction  Costs shall not include the cost of Horizon's  Equipment
(as used  herein,  "Horizon's  Equipment"  shall  mean all  antennas,  microwave
antennas,  hardware and lines, GPS antennas,  hardware and lines, coaxial cable,
jumpers,  connectors,   waterproof  kits,  hoisting  grips,  mounting  brackets,
generators,  battery  backup kits,  BTS equipment and BTS mounting  platforms or
equipment)  or any  costs  associated  with  the  delivery  or  installation  of
Horizon's  Equipment.   Horizon  shall  be  solely  responsible  for  purchasing
Horizon's  Equipment,  the delivery and installation of Horizon's  Equipment and
the costs associated with these goods and services.

<PAGE>
                                        [***] - CONFIDENTIAL TREATMENT REQUESTED


     4.4  COVENANT TO  CONSTRUCT.  BTS Company  shall act with due  diligence to
construct the Tower  Facilities at minimum in accordance with Horizon's  minimum
specifications.  BTS Company  shall use due  diligence  to obtain all  necessary
permits and approval of the Plans from all applicable governmental agencies. BTS
Company will install Horizon's Equipment to agreed upon specifications,  perform
sweep tests and document  results meeting or exceeding  Horizon's  standards and
set  Horizon's  BTS  equipment  and  connect to  grounding  system  and  provide
resistance to ground tests yielding 5 ohms or less for a fee which is defined in
Schedule "C" of this Agreement. BTS Company shall provide conduit for electrical
and  telephone  connections  from central  demarcation  point to  Horizon's  BTS
Equipment  location and will pull coaxial cables into the "doghouse" and install
jumpers.  Horizon  shall be  responsible  for  connecting  power,  telephone and
coaxial  cable  jumpers to  Horizon's  BTS  equipment.  BTS Company will provide
warehouse space for storage and staging of Horizon and BTS Company's Equipment.

          4.5.  COMMENCEMENT OF CONSTRUCTION.  BTS Company shall make reasonable
and  diligent  efforts to  complete  the  construction  of an  individual  Tower
Facility within sixty (60) days after Horizon  executes an SLA for the Site upon
which the Tower  Facilities  are to be  constructed.  BTS Company  shall have no
obligation to commence  construction  of the Tower Facility at a Site unless and
until an SLA has been  properly  executed by Horizon for that Site. In the event
that BTS Company  reasonably  anticipates  that the construction of a particular
Tower  Facility  at a Site  cannot be  completed  within  sixty  (60) days after
execution of an SLA, BTS Company and Horizon  shall act  reasonably  in agreeing
upon  an   alternate   number  of  days  which  will  be  required  to  complete
construction.  In the event that BTS Company fails to complete the  construction
of any Tower Facility within thirty (30) days of the date on which such Site was
scheduled  to be  completed  (as such  scheduled  completion  date may have been
extended pursuant to the previous sentence), BTS Company shall pay to Horizon as
liquidated  damages  the sum of [***]  per day for each day on which  the  Tower
Facility has not been  completed  after the scheduled  completion  date (as such
scheduled  completion  date may have  been  extended  pursuant  to the  previous
sentence) unless Horizon elects to terminate this Agreement  pursuant to section
2.4 (c) in which event the liquidated damages provided for herein shall cease to
accrue on the effective date of such termination.  Except as provided in section
2.4(c) herein,  these  liquidated  damages shall be Horizon's sole remedy in the
event that BTS Company fails to meet such construction deadline.

     4.6. MANNER OF CONSTRUCTION.  BTS Company  represents,  warrants and agrees
that the Tower Facilities shall be constructed in a good and workmanlike  manner
and at a minimum in accordance  with Horizon's  minimum  specifications  and all
applicable federal, state and local laws, ordinances, rules and regulations. BTS
Company warrants to Horizon that all materials  furnished in connection with the
construction of the Tower Facilities will be new unless otherwise specified, and
that such  construction  will be of good  quality in  accordance  with  industry
standards, free from faults and patent defects. The warranties contained in this
section 4.6 shall run for a period of six (6) months  from the SLA  Commencement
Date, as defined in the MSA.



                                       12
<PAGE>


     4.7. NO LIENS.  BTS  Company  shall keep the Tower  Facilities  free of all
liens  and  claims  arising  out  of  or  related  to  the  performance  of  the
construction,  all liens and claims of any contractor,  subcontractor,  laborer,
mechanic or materialman for labor performed or material  furnished in connection
with the performance of the construction. In the event any such lien is recorded
against  the Site,  the BTS  Company  shall,  within  thirty (30) days after its
receipt of notice that such a lien has been recorded,  either (a) have such lien
released  of record,  or (b)  deliver to Horizon a bond,  in form,  content  and
amount and issued by a surety, reasonably satisfactory to Horizon,  indemnifying
Horizon against all costs and liabilities resulting from such lien.

     4.8.  NOTIFICATION OF COMPLETION.  BTS Company shall notify Horizon of: (i)
the expected date for  substantial  completion of the Tower  Facilities at least
fifteen (15) days before that date, and (ii) the date when the Tower  Facilities
have been  substantially  completed  ("Notice of Completion").  Within three (3)
business  days  after the Notice of  Completion,  Horizon  shall  deliver to BTS
Company a list of items  ("Punch  List") that Horizon deems  necessary  that BTS
Company complete or correct in order for the Tower Facilities to be completed in
accordance with Horizon's minimum specifications for the applicable Search Ring.
The Tower  Facilities shall be deemed accepted by Horizon if a Punch List is not
received by BTS Company  within three (3) business days of the date of Notice of
Completion.  In the event that Horizon delivers a Punch List to BTS Company, the
notification process set forth in this section shall be iterated until the Tower
Facilities   have  been   completed  in  accordance   with   Horizon's   minimum
specifications for the applicable Search Ring and any approved Change Orders.

                  V. REPRESENTATIONS, WARRANTIES AND COVENANTS

     5.1 MUTUAL REPRESENTATIONS, WARRANTIES AND COVENANTS. Each party represents
and warrants to the other party,  which  representations  and  warranties  shall
continue for the term of the Agreement and the  consummation of the transactions
herein contemplated, that:



                                       13
<PAGE>

          (a) it has full power and  authority to execute and perform  under the
Agreement;

          (b) the execution, delivery and performance of the Agreement have been
duly  authorized  by all  necessary  action  on the part of such  party  and the
Agreement is binding and  enforceable  against such party in accordance with its
terms;

     The parties  covenant and agree to use their best efforts to cooperate with
each  other  in the  performance  of  their  respective  obligations  under  the
Agreement, and to take no action that will interfere with the performance by the
other party of such obligations.

     5.2 BTS COMPANY'S REPRESENTATIONS, WARRANTIES, AND COVENANTS.

          (a) BTS Company is a corporation duly organized, validly existing, and
in good  standing  under the laws of the State of  Florida  and that,  as of the
Effective  Date, it is qualified to do business in and is in good standing under
the laws of the following states: Ohio, Kentucky, West Virginia, Tennessee.

          (b) BTS Company  warrants it shall  perform the Services in accordance
with  the  current  standards  of  care  and  diligence  normally  practiced  by
recognized firms in performing  services of a similar nature. If, during the six
(6) month  period  following  the  completion  of any of the  Services,  Horizon
observes  that the Services or a portion of the Services  were  incompletely  or
incorrectly  performed  and notifies BTS Company of the same within that period,
BTS Company shall  promptly  complete or correct such  Services  without cost or
expense to Horizon.

          (c) BTS  Company  shall  comply  with  all  local,  municipal,  state,
federal, and governmental laws, orders, codes, and regulations applicable to BTS
Company's  provision  of  Services.  BTS Company has all  necessary  licenses to
perform the Services and shall provide copies of same to Horizon.

     5.3 HORIZON'S REPRESENTATIONS, WARRANTIES AND COVENANTS.

          (a) Horizon  represents  and warrants  that all  information  which it
shall provide to BTS Company in connection  with BTS  Company's  performance  of
Service hereunder shall be true and complete in all material respects.

          (b) Horizon covenants that, in a timely fashion,  it shall provide all
information  which  BTS  Company  reasonably  requests,   not  otherwise  freely
available  to BTS Company,  deemed  necessary or desirable by BTS Company in the
course  of its  provision  of the  Services,  including,  but  not  limited  to,
information  to be  supplied  in  connection  with  the  zoning,  permitting  or
construction process.

          (c) Horizon is a corporation  duly organized,  validly existing and in
good  standing  under the laws of the State of Delaware and as of the  Effective
Date, it is qualified to do business in and is in good standing


                                       14
<PAGE>

under  the  laws  of  the  following  states:  Ohio,  Kentucky,  West  Virginia,
Tennessee.

     5.4 CONFIDENTIAL INFORMATION

          (a) USE OF CONFIDENTIAL INFORMATION. In order to permit the parties to
perform their respective obligations under this Agreement,  each party may, from
time to time,  disclose to the other  confidential  or proprietary  information.
Such  confidential  or proprietary  information  and the terms of this Agreement
shall  constitute   "Confidential   Information".   Each  party  shall  use  all
Confidential  Information  solely for the purpose of performing its  obligations
under this  Agreement.  Neither party shall disclose to any other person,  other
than employees or agents of the party who agree,  in writing,  to be bound by an
equivalent undertaking,  any Confidential Information. BTS Company agrees not to
disclose any of Horizon's Confidential Information or any information pertaining
to the Sites to a competitor of Horizon.  Horizon  agrees not to disclose any of
BTS Company's  Confidential  Information  or any  information  pertaining to the
Sites to a competitor of BTS Company.

          (b) EXCEPTIONS.  The  aforementioned  restrictions  shall apply to all
Confidential Information with the exception of the following:

               (i) Confidential Information which is made public by either party
while performing under this Agreement or which otherwise is or hereafter becomes
part of the public domain  through no wrongful  act,  fault or negligence on the
part of the other party;

               (ii)  Confidential  Information  which  a  party  can  reasonably
demonstrate is already in such party's possession and not subject to an existing
agreement of confidentiality;

               (iii)  Confidential  Information  which is received  from a third
party without restriction and without breach of an agreement with Horizon or BTS
Company;

               (iv) Confidential Information which is independently developed by
a party as evidenced by its records; or

               (v)  Confidential  Information  which either party is required to
disclose pursuant to a valid order of a court or other  governmental body or any
political subdivision thereof, provided that, to the extent that it may lawfully
do so, the  disclosing  party shall  provide the affected  party with  immediate
written  notice  of the  nature  of the  required  disclosure  and  shall  where
appropriate,  provide that party with the  opportunity to interpose an objection
or  obtain  a  protective  order  restricting  the  use  and  disclosure  of the
Confidential Information; or

               (vi) in  defense of a legal  action or  otherwise  required  by a
governmental agency or applicable law.



                                       15
<PAGE>

          (c)  MARKETING  OF  SITES.   Notwithstanding  the  foregoing,  nothing
contained  herein shall be construed to prevent BTS Company from marketing space
on the Tower  Facilities to be constructed on a particular Site after the Ground
Lease has been executed by the ground lessor and BTS Company.

             VI. OWNERSHIP OF WORK PRODUCT AND INTELLECTUAL PROPERTY

     6.1  OWNERSHIP OF WORK  PRODUCT.  BTS Company  shall  promptly  disclose to
Horizon all written work  product  generated  in the course of  performing  Site
Acquisition  Services  and all facts  respecting  such work  product  (the "Work
Product"). To the extent that Horizon pays BTS Company for the Work Product, BTS
Company hereby assigns to Horizon all of BTS Company's  right title and interest
in Work Product  including  without  limitation all engineering or architectural
drawings and specifications developed by BTS Company in connection with the Site
Development  Services and all intellectual  property rights embodied therein. In
addition, to the extent that Horizon pays BTS Company for the corresponding Work
Product, all inventions, discoveries, and other intellectual properties, whether
or not  patentable,  that are conceived or reduced to practice by BTS Company in
connection with the Site Development Services, are the sole property of Horizon,
and BTS Company hereby fully and forever assigns same to Horizon.

     In  addition,  to  the  extent  that  Horizon  pays  BTS  Company  for  the
corresponding  work product all materials that BTS Company develops and delivers
to Horizon  pursuant  to this  Agreement  shall  become  the sole and  exclusive
property  of Horizon  without  limitation.  BTS  Company  agrees to execute  all
documents  and to take all steps that  Horizon  deems  necessary or desirable to
protect Horizon's ownership and property rights of these materials.

     No  Implied  Rights or  Licenses.  Except  as  provided  elsewhere  in this
Agreement,  no rights or licenses to the Work Product or Horizon's  Confidential
Information  or to  trademarks,  inventions,  copyrights,  or  patents  embodied
therein are implied or granted under this Agreement.

     6.2 OWNER'S RIGHT TO COMPLETE WORK. If BTS Company  defaults or neglects to
carry out any of its obligations,  or takes any action,  or omits to do anything
which  endangers  safety,  or risks  damage or injury to persons or property and
fails within a five (5) day period after receipt of reasonable  detailed written
notice from Horizon not to commence and continue  correction  of such default or
neglect  with  diligence  and  promptness,  Horizon  may  correct all such work,
omissions,  or deficiencies,  and Horizon shall be entitled to recover costs and
expenses,  including  reasonable  attorneys' fees,  pertaining  thereto from BTS
Company.  This remedy  provided for in this section 6.2 shall be in addition to,
and not in lieu of any other  right or remedy  which may be  afforded to Horizon
herein or under applicable law.

                             VII. DISPUTE RESOLUTION

     7.1 ARBITRATION  PROCEDURE.  If the parties in this Agreement are unable to
resolve any dispute  arising out of or relating to this  Agreement  either party
may refer such  dispute for  resolution  by final and binding  arbitration.  The
party  submitting  a dispute to  arbitration  shall give notice  thereof to each
other party to such dispute and to the  President  of the  American  Arbitration


                                       16
<PAGE>

Association,  who shall  select an  arbitrator  (the  "Arbitrator")  who (i) has
expertise and at least five years'  experience in matters directly involved with
the type of services to be performed under this Agreement in the geographic area
in which the  obligations  hereunder are to be performed,  (ii) certifies to all
parties  that  he/she is  independent  of the parties to the dispute and will be
able to render an impartial decision,  and (iii) agrees to proceed in accordance
with the applicable provisions of this Section VII.

     The Arbitrator shall hold one or more hearings to begin within fifteen (15)
days of his/her  selection,  shall furnish a written decision within  forty-five
(45) days of his/her selection,  and shall provide an opinion  demonstrating the
basis for such decision.  The Arbitrator may also attempt to mediate the dispute
between parties if requested to do so by both of the parties.

     The  parties  hereto  agree  to  exchange  promptly  any and  all  relevant
documentation as the Arbitrator may order. All arbitration proceedings hereunder
shall be  conducted  in private,  and each party  hereby  agrees to maintain the
confidentiality  of the enforcement of the award.  All  arbitration  hearings or
mediation sessions are to be held in the Chillicothe, Ohio area unless otherwise
agreed  by the  parties,  and  arbitration  hearings  need not be  conducted  in
accordance with formal rules of evidence.

     The Arbitrator may determine the procedure for hearings which may, but need
not  include  (a)  direct  testimony  of  witnesses;  (b)  cross-examination  of
witnesses; (c) submission of sworn statement or affidavits; (d) consideration of
relevant documents;  and (e) consideration of other matters which the Arbitrator
considers to be helpful in making his/her decision.

     7.2  COST  OF  ARBITRATION.   The  Arbitrator's  fees  and  other  expenses
associated with  arbitration  shall be borne equally by the parties,  unless the
Arbitrator finds that the position of one party is frivolous or unreasonable, in
which case, the  Arbitrator may require the offending  party to pay all fees and
expenses (or some disproportionate amount) associated with the arbitration.

     7.3 CONTINUED  PERFORMANCE.  At all times during the course of  arbitration
proceedings,  the  parties  shall  continue  in  good  faith  to  perform  their
respective  obligations  under this Agreement to the extent such obligations are
not in dispute. If a disputed issue is impeding continued  performance by either
party,  the  Arbitrator  may adopt an expedited  schedule upon request of either
party.  Notwithstanding the foregoing,  should BTS Company not be paid in timely
fashion for any Service not disputed and not subject to arbitration proceedings,
BTS Company may suspend its performance of such Service.

     7.4 AWARD  ENFORCEMENT.  The arbitrator  may award monetary  damages and/or
make a  binding  order,  and the  parties  hereby  agree  that an  award  of the
Arbitrator  hereunder  may be  enforced  by either  party in the  United  States
District Court which has jurisdiction over matters arising in Chillicothe, Ohio.

     7.5 THIRD PARTY  GUARANTEES AND WARRANTIES.  If any of the Site Acquisition
or  Construction  Management  Services  requires  the  purchase of  equipment or


                                       17
<PAGE>

materials or the  procurement  of services,  BTS Company  shall make  reasonable
efforts to obtain from all vendors and  subcontractors  commercially  reasonable
guarantees  and  Warranties  with  respect  to  such  equipment,  materials  and
services.  BTS Company's  liability with respect to such equipment and materials
obtained  from  vendors  or  services  from  subcontractors  shall be limited to
procuring  guarantees  from such vendors or  subcontractors  and  rendering  all
reasonable  assistance to Horizon as part of the Site  Development  Services for
the purpose of enforcing the same.

     7.6 PERMITS.  BTS Company  shall  (without  additional  compensation)  keep
current all governmental  permits (other than Building  Permits),  certificates,
and  licenses  (including  professional  licenses)  required by law to be in BTS
Company's name necessary to perform the Services.

     7.7  PUBLICITY.  Neither  party  shall make news  releases  or issue  other
advertising  pertaining  to the  Site  Acquisition  Services  or this  Agreement
without prior written approval of the other party;  provided however,  that both
parties agree to either approve or deny such news release or advertising  within
two (2) business days of the request for approval  from the other party.  In the
event a party fails to either approve or deny such news release or advertisement
within two (2) business days, such news release of advertisement shall be deemed
approved.

     7.8  NOTICES.  All notices or other  communications  hereunder  shall be in
writing  and shall be deemed to have been  duly  delivered  and  effective  upon
receipt if personally  delivered,  or on receipt if mailed by prepaid  overnight
express  service,  addressed to the following (or other addresses as the parties
hereto may designate):

     If to Horizon, to:                      If to BTS Company, to:
     ------------------                      ----------------------
     Horizon Personal Communications, Inc.   BTS Company
     68 East Main Street                     SBA Towers, Inc.
     P.O. Box 480                            One Town Center Road, 3rd  Floor
     Chillicothe, Ohio 45601-0480            Boca Raton, FL 33462
     Attn:  Vice President Technology        Attn:  General Counsel

     7.9 BINDING EFFECT. The Agreement shall be binding upon and enforceable by,
and  inure to the  benefit  of,  successors,  assigns,  and  transferees  of the
parties.

     7.10 FURTHER ASSURANCES. The parties shall execute and deliver such further
instruments and perform such further acts as may reasonably be required to carry
out the intent and purposes of this Agreement.

     7.11 CHOICE OF LAW.  The  Agreement  shall be governed by and  construed in
accordance  with the laws of the State of Ohio,  excluding  the  conflict of law
provisions thereof.

     7.12 WAIVER.  The failure of either party to insist upon strict performance
of any obligation  hereunder,  irrespective of the length of time for which such
failure  continue,  shall not be a waiver of such party's right to demand strict
compliance in the future. No consent or waiver, express or implied, to or of any


                                       18
<PAGE>

breach  or  default  in  the  performance  of  any  obligation  hereunder  shall
constitute  a consent  or waiver to or of any  other  breach or  default  in the
performance of the same or any other obligation hereunder.

     7.13  SEVERABILITY.  In  case  any  term of this  Agreement  shall  be held
invalid,  illegal,  or unenforceable in whole or in part neither the validity of
the remaining part of such term nor the validity of the remaining  terms of this
Agreement shall in any way be affected thereby.

     7.14 HEADINGS.  All section and paragraph  titles or captions  contained in
this Agreement arc for convenience only and shall not be deemed part of the text
of this Agreement.

     7.15 PRONOUNS.  All pronouns and any variations  thereof shall be deemed to
refer to the masculine, feminine, neuter, singular, or plural as the context may
require.

     7.16  COUNTERPARTS.   This  Agreement  may  be  signed  in  any  number  of
counterparts,  each of which shall be  considered  an original  and all of which
taken together shall constitute one and the same instrument.

     7.17 MODIFICATION;  AMENDMENT;  ADDITIONAL SERVICES.  This Agreement may be
amended  only by a written  instrument  executed  by an  officer  or  authorized
representative  of each of the parties.  In the event that the  parties,  at any
time,  desire  BTS  Company to  provide  services  other than the types of those
provided for in this Agreement, then, at such time, the parties shall execute an
amendment to Sections III and IV of this Agreement, describing such services and
the payment to be made therefor in a manner substantially  similar to the manner
in which Services and payment for Services are presently  described therein.  In
the vent that the parties so amend this  Agreement,  the  agreement  as amended,
shall continue in full force and effect thereafter.

     7.18  CONSTRUCTION  OF  AGREEMENT.  This  Agreement  shall  be  interpreted
according  to its plain  meeting  and shall not be  strictly  construed  against
either party.

     7.19 ENTIRE  AGREEMENT.  This Agreement,  the MSA, and the Site Development
Agreement  ("Site  Development  Agreement")  which are  executed  simultaneously
herewith  between  Horizon  and  BTS  Company  and  the APA  which  is  executed
simultaneously  herewith contain the entire understanding  between and among the
parties  and  supersede  any prior  understandings  and  agreements  among  them
respecting the subject matter of this Agreement.

     7.20  CONDITIONS  PRECEDENT.  BTS Company shall have the right to terminate
this Agreement if the following  conditions have not been satisfied prior to the
Closing  (as that  term is  defined  in the  APA):  1) a BTS  Agreement  in form
substantially  similar to this  Agreement  has been entered into between  Bright
PCS, LLC and BTS Company;  and 2) this  Agreement has been approved by the Board
of  Directors  of BTS  Company.  In the event that BTS  Company  fails to obtain
approval of this  Agreement by its Board of Directors on or before  September 1,
1999,  this Agreement  shall  terminate and BTS Company shall pay to Horizon the
sum of Fifty Thousand  andNo/100  Dollars  ($50,000.00).  In the event that this
Agreement is  terminated  pursuant to this section  7.20,  Horizon shall pay BTS


                                       19
<PAGE>

Company for any services  provided  hereunder in accordance with Section 2.2 and
BTS Company  shall  deliver  all Work  Product to Horizon as provided in section
6.1.

     7.21 NO  BROKERS;  INDEMNIFICATION  FROM  BROKER'S  FEES.  Horizon  and BTS
Company hereby represent, agree an acknowledge that no broker or other person is
entitled to claim or to be paid a commission  as a result of the  execution  and
delivery of this Agreement. Each of the parties shall indemnify, defend and hold
the other party  harmless  for all claims,  damages,  liabilities  and  expenses
(including  attorney's fees) arising from a  misrepresentation  arising from the
first sentence of this paragraph.

     IN  WITNESS  WHEREOF,  BTS  Company  and  Horizon  have duly  executed  and
delivered this  Agreement.  The party last executing this Agreement shall insert
the date of such  execution  on the first page  hereof,  which date shall be the
Date of this Agreement.

                               BTS COMPANY:

                               SBA TOWERS, INC.


                               By:_________________________________
                               Title:______________________________
                               Attest:_____________________________

                                           [CORPORATE SEAL]


                                HORIZON:

                                HORIZON PERSONAL
                                COMMUNICATIONS, INC.


                                By:_________________________________
                                Title:______________________________


                                       20
<PAGE>


                                  SCHEDULE "A"
                            SITE ACQUISITION SERVICES


1.   Search  Ring  Background  Workup.  BTS  Company  shall  prepare  a  zoning,
     construction,  and land use analysis of the geographic area covered by each
     Search Ring, which will include, at a minimum:

     a.   Listing of all state and local jurisdictions;

     b.   Zoning process descriptions;

     c.   Zoning  maps in both  hardcopy  and  softcopy  formats,  to the extent
          possible;

     d.   Zoning application forms, and estimates of necessary fees;

     e.   Zoning meeting schedules;

     f.   Sample construction and land use permit applications, forms, estimates
          of  necessary  fees,  identity  of  permitting  authorities  and their
          various meeting schedules;

     g.   Contact  information (name,  address,  affiliation,  phone, e-mail and
          fax) for key zoning, construction, and land use permitting personnel;

     h.   Background report on community awareness, issues, and concerns related
          to PCS infrastructure deployment

     i.   Identified Federal Aviation Administration (FAA) restrictions;

     j.   Identified environmental restrictions.

2.   Site Identification, Acquisition, Zoning and Permitting

     a.   BTS Company shall identify at least two possible  locations on which a
          Collocation  Site or a BTS Site could be located  within  each  Search
          Ring.  Each candidate  Site shall be submitted to Horizon,  which will
          certify  in  writing  to BTS  Company  whether  each such  Site  meets
          Horizon's  requirements  within  ten  (10)  days of  such  submission.
          Submission  of the Site  shall  be made to the  person  designated  by
          Horizon  from  time  to  time.  Horizon  shall  designate  one  of the
          candidate Sites as the Preferred Candidate.

     b.   BTS Company  shall  negotiate  the purchase or lease of the  Preferred
          Candidate within each Search Ring. If the Preferred Candidate is a BTS
          Site,  the purchase or lease  agreement for such Site shall be between


                                       21
<PAGE>

          the  landowner  and BTS Company  and shall be on terms and  conditions
          substantially  similar to the  agreement  which is attached  hereto as
          Exhibit  "B"  (hereafter  the "Ground  Lease").  In no event shall BTS
          Company agree to material modifications to the provisions set forth in
          paragraph  35 of the Ground  Lease  without  Horizon's  prior  written
          approval.  In the event that the Preferred  Candidate is a Collocation
          Site,  the lease for such Site  shall be  between  the  landowner  and
          Horizon. The purchase and lease terms for each Collocation Site shall,
          upon completion of their  negotiation by BTS Company,  be submitted to
          Horizon in  writing,  and  Horizon  shall  accept or reject  same,  in
          writing  (acceptance  may be by execution of documents  presented,  if
          appropriate).

     c.   For  all BTS  Sites,  BTS  Company  shall  conduct  a  thorough  title
          investigation in accordance with generally accepted industry standards
          to  ensure  that BTS  Company  has a valid and  enforceable  leasehold
          interest  in the Site and that the  intended  use of such  Site is not
          prohibited or  unreasonably  restricted.  For Collocation  Sites,  BTS
          Company shall, at the express written direction of Horizon order title
          abstracts,  coordinate  a  full  title  search,  and/or  obtain  title
          insurance.

     d.   For all BTS Sites,  BTS  Company  shall  have a Phase I  environmental
          assessment  and a NEPA  analysis  conducted to ensure that the site is
          free from  environmental  contamination  and that  construction of the
          Site does not require FCC approval.  At the express written  direction
          of  Horizon,  BTS  Company  shall  coordinate  a  "Phase  I" or  other
          environmental surveys for approved and accepted Collocation Sites.

     e.   BTS Company shall obtain all land use permits and/or zoning  variances
          required for each approved and accepted Site if any are necessary.  If
          no approvals or variances  are  required,  BTS Company  shall  provide
          proof  thereof.  In  connection  with  obtaining  these  approvals and
          variances, BTS Company shall:

          i.   Submit complete zoning applications with all necessary exhibits;

          ii.  Attend necessary  meetings,  including zoning hearings,  planning
               meetings, and community meetings, as a representative of Horizon;

          iii. Coordinate community outreach programs, expert witness testimony,
               and other  measures  which may be  required to assure the zoning,
               construction, and land use of approved and accepted Sites.

          iv.  Secure all required construction permits on behalf of BTS Company
               and Horizon.



                                       22
<PAGE>

3.       Documentation of Site Acquisition Services.

         BTS Company shall  maintain a  comprehensive  record (both hardcopy and
         electronic  copy, when available)  indexed by Site, which shall include
         the following elements, at a minimum:

          a.   Site Survey Report for each of the Sites presented to Horizon for
               approval,   consisting  of  property  name,  address,   latitude,
               longitude,   photos,  site  owner  or  property  manager  contact
               information, and proposed lease rate or purchase price;

          b.   For each of the approved and accepted  Sites,  the fully executed
               lease agreement or purchase document with all exhibits;

          c.   For each of the approved and accepted Sites,  the copy of zoning,
               construction,  and  land use  applications  and  zoning  variance
               requests, if any, with all exhibits;

          d.   For each of the approved and accepted Sites, the copy of the land
               use permits;

          e.   For  each  of the  approved  and  accepted  Sites,  the  Landlord
               approval of construction  plans,  and other indicia of compliance
               with lease terms;

          f.   For  each  of  the  approved  and  accepted  Sites,  copy  of the
               construction permits.

     4.   Organizational Interfaces

          a.   BTS Company shall designate one or more points of contact,  as it
               deems  efficient,   in  order  to  communicate  effectively  with
               Horizon.  BTS Company shall obtain  Horizon's  explicit  approval
               before  obligating   Horizon   financially,   contractually,   or
               otherwise.

          b.   BTS Company shall coordinate the activities of the  Architectural
               and Engineering (A&E) firms during the site acquisition phase, to
               include the  development of  site-specific  drawings for landlord
               approval and for zoning purposes.

          c.   BTS Company  shall  coordinate  all site  visits  during the site
               acquisition  phase,  to  include  at  a  minimum:  site  surveys,
               technical team visits,  drive tests,  construction  surveys,  A&E
               surveys, geotechnical surveys, and environmental surveys.

          d.   BTS  Company  shall  work  to  ensure  a  smooth   transition  of
               site-related  activities  from Site  Acquisition to  Construction
               Management.

          e.   BTS  Company  shall   procure  on  behalf  of  Horizon   required
               discretionary (zoning,  construction,  and land use) entitlements
               and  other  permits,  including  building  permits  required  for


                                       23
<PAGE>

               completion of Sites from state and local  government  authorities
               and from agencies of the United States  Government other than the
               Federal Communications Commission ('FCC').

          f.   BTS  Company  will from time to time  provide  Horizon  with such
               financial  information as Horizon deems  reasonably  necessary to
               track costs associated with the development of the Sites.




                                       24
<PAGE>

                                  SCHEDULE "B"
                        CONSTRUCTION MANAGEMENT SERVICES


The  Construction  Management  Services  to be  performed  by BTS Company are as
follows:

1.   For all approved  and accepted  Sites,  BTS Company  shall,  as required by
     Horizon,  continue its installation of Horizon's Equipment on such Sites by
     acting as the construction manager in the capacity of general contractor to
     Horizon.

2.   The  Minimum  Construction  Management  Services  which BTS  Company  shall
     perform include:

     a.   Ordering and permitting  access and delivery for the  installation  of
          commercial electrical power.

     a.   Permitting access to, arranging for, scheduling  accepting delivery of
          telephone service as ordered to be installed by BTS Company.

     b.   Management  and  supervision  of day-to-day  construction  activities,
          including

          i.   Site access preparation;

          ii.  Site preparation;

          iii. Electrical connection, power, and grounding;

          iv.  Antenna mounting and coaxial routing and mounting;

          v.   Placement of OEM equipment;

          vi.  Safety and OSHA compliance.

2.   BTS Company Operating Standards.

     a.   All  construction  activities shall fully comply with Sprint Spectrum,
          L.P.'s  standards for quality,  as well as with all local,  state, and
          national codes and laws.

     b.   BTS Company shall present and fully implement a  comprehensive  safety
          program.  BTS Company shall  demonstrate its corporate  safety record.
          BTS Company shall  document and report safety  hazards,  environmental
          concerns, and other abnormal situations immediately.



                                       25
<PAGE>

3.   Subcontractor and Supplier Management.

     a.   BTS Company shall select all subcontractors and suppliers. BTS Company
          shall develop  subcontractor  and supplier  selection  standards.  BTS
          Company shall implement a subcontractor  and supplier election process
          that reflects the best interests of Horizon at all times.

     b.   BTS Company shall maintain full responsibility to Horizon for quality,
          cost,  delivery,  and  performance of all  subcontractor  and supplier
          goods and services.

4.   Materials Management

     a.   Horizon  shall  provide the  following  materials FOB at BTS Company's
          warehouse  location as  identified  from time to time,  but  initially
          located in Fort Wayne,  Indiana:  All  Antennas,  microwave  antennas,
          hardware and fines, GPS antennas,  hardware and lines,  Coaxial Cable,
          Jumpers,   Connectors,   Waterproof  Kits,  Hoisting  Grips,  Mounting
          Brackets,  Generators,  Battery  Backup kits,  BTS  equipment  and BTS
          Mounting platforms or equipment.

     b.   BIS  Company  will  provide  at its cost and retain  possession  of at
          expiration or earlier  termination  of the relevant site lease,  tower
          platforms, ice bridges, towers, fencing,  grounding systems, power and
          telephone  connections to a central demarcation point within the tower
          compound,  and a concrete  equipment pad as specified by site diagrams
          for Horizon's BTS Equipment and Battery Backup.

     c.   BTS  Company  will  install  each  of the  foregoing  to  agreed  upon
          specifications,  perform sweep tests and document  results  meeting or
          exceeding  Horizon standards and set Horizon BTS equipment and connect
          to grounding system and provide  resistance to ground tests yielding 5
          ohms or less,  for a fee defined in Schedule  "C".  BTS Company  shall
          provide conduit for electrical and telephone  connections from central
          demarc point to Horizons BTS Equipment  location and will pull coaxial
          cables into the  "doghouse"  and  install  jumpers.  Horizon  shall be
          responsible for connecting power,  telephone and coaxial cable jumpers
          to Horizon's BTS equipment.

     d.   BTS Company  will provide  warehouse  space for storage and staging of
          Horizon  and BTS  Company's  equipment  and will  implement  inventory
          control and security processes acceptable to Horizon.

5.   Final Deliverables. As the final deliverable of its Construction Management
     Services,  BTS Company shall deliver to Horizon a written  Closeout  Report
     for each CMS site  within  10 days of  completion,  which  shall  include a
     thorough  and fully  approved  close out  package of all  Sites.  Close out
     activities shall include,  but are not limited to final  inspection,  punch
     list development and resolution, and final walk-through and inspection with
     Horizon.  BTS  Company  shall  not have  completed  close  out until it has


                                       26
<PAGE>

     received  notice  from  Horizon  of  completed  close out  following  final
     walk-through  and  inspection,  which  notice  shall  not  be  unreasonably
     withheld.

6.   Documentation  of  Construction   Management  Service.  BTS  Company  shall
     maintain  comprehensive  records  for  each  site  for  which  it  performs
     Construction Management Services,  indexed by CMS Site, which shall include
     the following, at a minimum:

     c.   land use permit,

     d.   construction and related permit,

     e.   current construction status,

     f.   detailed financial  accounting records,  including but not limited to,
          approved purchase orders price quotations and selections criteria; and
          verification of goods or services received.

7.   Organizational Interfaces.

     g.   BTS Company shall designate one or more points of contact, as it deems
          efficient,  in order to  communicate  effectively  with  Horizon.  BTS
          Company shall obtain Horizon's  explicit prior written approval before
          obligating Horizon financially, contractually, or otherwise.

     h.   BTS Company shall coordinate the activities of the  Architectural  and
          Engineering  (A&E) firms  during the  construction  phase,  to include
          ensuring that basic site drawings  provided by Horizon are tailored to
          the specific requirements of individual Sites.

     i.   BTS Company shall  coordinate all site visits during the  construction
          phase, to include at a minimum:  site surveys,  technical team visits,
          drive  tests,  construction  surveys,  architectural  and  engineering
          surveys, geotechnical surveys, and environmental surveys.

     d.   BTS  Company  shall  from  time  to time  provide  Horizon  with  such
          financial  information as Horizon deems reasonably  necessary to track
          costs associated with the development of the Sites.

     e.   BTS Company shall coordinate its Construction Management Services with
          Horizon to insure that each Site delivered by BTS Company  pursuant to
          the  terms  of  this  Agreement   shall  be  ready  for  delivery  and
          installation  of  equipment in  accordance  with  Horizon's  equipment
          vendor contracts,  and that all conditions to such equipment  vendor's
          installation  of equipment and performance of services on a Site shall
          have been fulfilled.  No Site shall be deemed  completed unless it has
          been  delivered  to  Horizon  in  accordance  with  the  terms of this
          Section.


                                       27
<PAGE>
                                        [***] - CONFIDENTIAL TREATMENT REQUESTED


                                  SCHEDULE "C"
   PAYMENT FOR SITE ACQUISITION SERVICES AND CONSTRUCTION MANAGEMENT SERVICES


IV.  PAYMENT

     A.   COMPENSATION  FOR SITE  ACQUISITION  AND  CONSTRUCTION  COSTS  FOR BTS
          SITES.

     BTS Company shall be solely  responsible for all costs associated with Site
Acquisition  Services  for all sites on which the  Preferred  Candidate is a BTS
Site. BTS Company shall by solely  responsible for all costs associated with the
construction  of the Tower  Facilities  on each BTS Site.  Horizon shall pay BTS
Company for Construction  Management  Services which are rendered by BTS Company
on BTS Sites in  accordance  with  paragraph  B(2)  below as if such Site were a
Collocation Site.

     B.   COMPENSATION FOR SERVICES ON SITES

          1.   Site Acquisition Fees

               a.   Per Site Fees for Site  Acquisition on Collocation  Sites In
                    consideration  for  performance of the Site  Acquisition for
                    Collocation Sites Horizon shall pay BTS Company,  the sum of
                    [***] per Site on which zoning approval is not required, and
                    the sum of  [***]  per  Site on  which  zoning  approval  is
                    required, in the manner set forth below:

------------------------------------------------------------------------------
Milestone                             Amount Due
------------------------------------------------------------------------------
Upon, RF approval of a completed      [***]
Site Survey Report
------------------------------------------------------------------------------
Upon, fully executed lease or         [***]
purchase agreement for a site
------------------------------------------------------------------------------
Upon receipt of zoning approval       [***]
(if applicable)
------------------------------------------------------------------------------
Upon, Issuance of a building          [***]
permit or equivalent approval
------------------------------------------------------------------------------
Total amount due upon completion      [***] for sites on which zoning
of Site Development Services          approval is required of Site Development

                                      [***] for sites on which zoning
                                      approval is not required
------------------------------------------------------------------------------

                                       28
<PAGE>
                                        [***] - CONFIDENTIAL TREATMENT REQUESTED


               b.   Per  Site  Fees  for  Site   Acquisition  on  BTS  Sites  In
                    consideration   for  performance  of  the  Site  Acquisition
                    Services for BTS Sites for which  payment is due pursuant to
                    this Agreement,  Horizon shall pay BTS Company in accordance
                    with  this  Agreement,  an amount  not to exceed  the sum of
                    [***] per Site in the manner set forth below.


------------------------------------------------------------ -----------------
Milestone                                                    Amount Due
------------------------------------------------------------ -----------------
Upon, RF approval of a completed Site Survey Report          [***]
------------------------------------------------------------ -----------------
Upon, fully executed lease or purchase agreement for a site  [***]
------------------------------------------------------------ -----------------
Upon receipt of zoning approval (if applicable)              [***]
------------------------------------------------------------ -----------------
Upon, Issuance of a building permit or equivalent approval   [***]
------------------------------------------------------------ -----------------
Total amount due upon completion of Site Development         [***]
Services
------------------------------------------------------------ -----------------

               c.   Reimbursement for Per Site Advances

               i.   Non-Reimbursable  Costs. BTS Company's  compensation for the
                    Site  Acquisition  Services  on  Collocation  Sites shall be
                    inclusive of customary  out-of-pocket  expenses  incurred by
                    BTS Company in the performance of its obligations  hereunder
                    ("Per Site Fee"), including, without limitation;

                    (a)  wireless equipment and services;

                    (b)  field expenses for maps, deeds, and film development;

                    (c)  vehicle expense; and

                    (d)  travel and living expenses.

                    Any  extraordinary or other expenses that BTS Company should
                    reasonably anticipate  incurring,  which are not customarily
                    incurred  in  the  ordinary  course  of  business,  must  be
                    pre-approved  by Horizon in order for BTS Company to receive
                    reimbursement for such expenditures.

                                       29
<PAGE>

                    ii.  Reimbursable Costs.

                    In the event that BTS Company provides or contracts directly
                    with third parties, trade contractors, and subcontractors in
                    connection with its provision of Site  Acquisition  Services
                    for Collocation  Sites, the following  expenses (in addition
                    to other  expenses  which the parties may agree to from time
                    to time)  shall be  considered  pass  through  costs  and be
                    reimbursed to BTS Company to the extent not paid directly by
                    Horizon in accordance with IV(a) above,  provided,  however,
                    that  Horizon  shall  be  obligated  to  reimburse  expenses
                    incurred  by BTS  Company  only  with  respect  to which BTS
                    Company  had  received   express   written   direction  from
                    Horizon.:

                    (a.) Any  and  all   construction   materials  used  in  the
                         installation of Horizon's Equipment on the Site;

                    (b.) Any and all construction  subcontractor cost including,
                         but not limited to, cable and antenna  contractors  and
                         electricians;

                    (c.) Architectural and electrical engineering drawings;

                    (d.) Azimuth verification surveys;

                    (e.) Blueprint reproduction;

                    (f.) Building  inspection fees; except that Horizon will not
                         pay   for  any   expedited   delivery   costs,   unless
                         specifically authorized by Horizon

                    (g.) Cable sweeps and other technical tests;

                    (h.) Costs involved in varying zoning compliance,  including
                         permit and inspection fees;

                    (i.) Delivery  costs for all  materials  except that Horizon
                         will not pay for any expedited  delivery costs,  unless
                         specifically authorized by Horizon;

                    (j.) Engineering services;

                    (k.) Federal Aviation Administration study and analysis;

                    (l.) GIS/mapping;



                                       30
<PAGE>

                    (m.) Independent inspection agencies;

                    (n.) Legal  support  and  expert  witness  fees  for  zoning
                         hearings;

                    (o.) Option  fees  for  leases,   lease  options,   purchase
                         agreements,  and  purchase  agreement  options  to  the
                         extent  such  options  were   approved  by  Horizon  in
                         advance;

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

                    (q.) Photo simulations;

                    (r.) Site survey;

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

                    (t.) Appraisals,   title   reports,   and  title   insurance
                         premiums;

                    (u.) Zoning, filing, and permitting application fees and

                    (v.) Office  supplies and equipment,  but only to the extent
                         that  such  supplies  and  equipment  requests  are  in
                         compliance   with  Horizon's   standard   policies  and
                         procedures for such expenses.


     2.   Construction and Construction Management Fees.

               a.   Per CMS Site Fees. In  consideration  for performance of the
                    construction and Construction  Management  Services ('CMS'),
                    Horizon  shall pay BTS  Company  an  amount  to be  mutually
                    agreed  upon on a site by site basis in the manner set forth
                    below:


                                       31
<PAGE>
                                        [***] - CONFIDENTIAL TREATMENT REQUESTED


--------------------------------------------------------------------------
Milestones                                 Amount Due
--------------------------------------------------------------------------
Upon the commencement of construction      [***]
on the CMS Site
--------------------------------------------------------------------------
Final acceptance of civil construction     [***]
on the CMS Site
--------------------------------------------------------------------------
Total amount due per CMS Site              To be agreed upon on a site by
upon completion of Construction            site basis
Management Services
--------------------------------------------------------------------------

               b.   Withdrawal

                    In the event Horizon elects to withdraw a CMS Site,  Horizon
                    shall give BTS Company notice of such withdrawal,  and shall
                    pay BTS  Company  [***] of the  milestone  installment  that
                    would be due if the work currently in progress was completed
                    and [***] of all other work  completed on the  withdrawn CMS
                    Site as of the  date of  Horizon's  withdrawal  notice  plus
                    reimbursable  expenses and substitute the withdrawn CMS Site
                    with  an   alternative   site   within   sixty   (60)   days
                    ("Alternative CMS Site"), if available.  If Horizon does not
                    issue  an   Alternative   CMS  Site  within  sixty  days  of
                    withdrawing  a CMS Site,  then BTS Company shall be entitled
                    to receive 50% of the entire  Construction  Management  Fee,
                    for the CMS Site withdrawn.

               c.   Payments to Contractors

                    BTS Company shall be responsible for making all payments due
                    to contractors and subcontractors selected by, or contracted
                    with,  BTS  Company  to  perform  services  and  to  provide
                    materials  at the  Sites  in  connection  with  Construction
                    Management Services rendered  hereunder.  Horizon may advise
                    BTS Company in writing that Horizon will pay them  directly.
                    BTS  Company  shall  present  copies  of all  such  invoices
                    relating to the  installation  of Horizon's  Equipment which
                    BTS Company has paid,  and  Horizon  shall then  provide BTS
                    Company  reimbursement of such  disbursements  within thirty
                    (30) days of BTS  Company's  submission  of said invoices to
                    Horizon.

                    BTS Company shall furnish  evidence  satisfactory to Horizon
                    that  all  labor  furnished  and  material  consumed  by BTS


                                       32
<PAGE>

                    Company  during the invoice period has been paid in full and
                    that the  Services  are not  subject  to liens or  claims on
                    account thereof. Horizon may withhold payment of the invoice
                    until BTS Company furnishes such evidence.

     C.   TIMING OF PAYMENT

     All invoices shall be sent to Horizon's  mailing address and marked:  Attn:
Accounts  Payable.  BTS Company  shall invoice  Horizon in  accordance  with the
payment  schedule  set  forth  herein.  Such  invoice,  after  receipt  in  form
satisfactory to Horizon,  and subject to verification by Horizon,  shall be paid
within  thirty  (30)  days  of  receipt  by  Horizon.  Invoices  must be sent in
accordance  with the  invoicing  instructions  provided in this  Agreement.  All
invoices must indicate the FEIN #____________ and the correct code per line item
as invoices. These codes will be provided to BTS Company by Horizon.

     D.   PAYMENT DISPUTES

     If Horizon  disputes the amount of expenses or fees claimed by BTS Company,
Horizon  shall  notify BTS Company in writing and shall pay when due all amounts
not in dispute. If the disputed matter cannot be resolved informally between the
parties,  either  Horizon or BTS Company may request  arbitration  pursuant  the
terms of this Agreement.

     E.   LIABILITIES

     BTS Company shall remain  solely  responsible  for all matters  relating to
compensation,  unemployment disability insurance, social security,  withholding,
and all other federal,  state, and local laws,  rules and regulations  governing
such matters.





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<PAGE>



                                   EXHIBIT "A"
                                       MSA


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