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                                                                    EXHIBIT 10.3

================================================================================

                           AGREEMENT TO BUILD TO SUIT


                                  By and Among



                               SBC WIRELESS, LLC,
           for itself and as Agent for certain SBCW Parties Designated
                         on the signatures Page Hereof,


                                       and



                           SPECTRASITE HOLDINGS, INC.

                                [TowerCo Parent]


                                       and




                        SPECTRASITE COMMUNICATIONS, INC.

              [Vendor, a wholly-owned subsidiary of TowerCo Parent]





                               December 14, 2000
================================================================================


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                                                                                                               Page

                                TABLE OF CONTENTS


                                                                                                               Page


                                    Article I
                                   Definitions

Section 1.01. Definitions. .......................................................................................1
Section 1.02. Use of Words and Phrases. .........................................................................10

                                   Article II
                               Agreement Documents


                                   Article III
                     Scope Of Work; Nature Of The Engagement

Section 3.01. Engagement of Vendor. .............................................................................11
Section 3.02. Identification of Collocation Sites. ..............................................................12
Section 3.03. Term.  14
Section 3.04. Time for Commencement and Completion. .............................................................14
Section 3.05. Relationship. .....................................................................................14
Section 3.06. Project Personnel. ................................................................................15
Section 3.07. Familiarity with Project and BTS Sites. ...........................................................16
Section 3.08. Quality Standard. .................................................................................16
Section 3.09. Books and Records of Vendor, Right of Inspection by SBCW. .........................................16
Section 3.10. Scope of the Project. .............................................................................17
Section 3.11. Available BTS Sites in Event of Condemnation. .....................................................19
Section 3.12. Additional Provisions Regarding SBCW Parties. .....................................................19

                                   Article IV
                              Vendor's Undertakings

Section 4.01. Vendor's Undertakings. ............................................................................22
Section 4.02. Governmental Requirements and Permits. ............................................................23

                                    Article V
                             Pre-Construction Phase

Section 5.01. Proposal of BTS Sites; Development Plan. ..........................................................25
Section 5.02. Due Diligence .....................................................................................26
Section 5.03. Utilities. ........................................................................................27

                                   Article VI
                               Construction Phase

Section 6.01. General. ..........................................................................................28
Section 6.02. Performance of the Work ...........................................................................28
Section 6.03. Implementation Plan. ..............................................................................29
</TABLE>

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Section 6.04. Site Schedule. ....................................................................................29
Section 6.05. Quality Review. ...................................................................................30
Section 6.06. Compliance with Requirements, Permits, Bonds and Insurance during Construction ....................30
Section 6.07. Work Permits. .....................................................................................30
Section 6.08. Construction by Vendor. ...........................................................................31
Section 6.09. Site Data. ........................................................................................31
Section 6.10. Warranty. .........................................................................................31
Section 6.11. Access and Inspection. ............................................................................32
Section 6.12. Completion. .......................................................................................33

                                   Article VII
                             Guaranty Of Obligations

Section 7.01. TowerCo Parent's Guaranty. ........................................................................34

                                  Article VIII
                 Vendor's Additional Obligations As To Bts Sites

Section 8.01. Hazardous Waste and Contamination Investigation. ..................................................35
Section 8.02. Geotechnical Subsurface and Soil Investigation. ...................................................35
Section 8.03. Additional Environmental Requirements .............................................................36
Section 8.04. FAA/FCC Compliance. ...............................................................................37

                                   Article IX
                              Agreement To Sublease

Section 9.01. Execution of the Site Designation Supplement. .....................................................37
Section 9.02. Effect of Sublease and Site Designation Supplement. ...............................................38

                                    Article X
                                    Insurance

Section 10.01. Vendor's Insurance Requirements. .................................................................38
Section 10.02. Evidence of Insurance. ...........................................................................39
Section 10.03. Waiver of Subrogation. ...........................................................................39

                                   Article XI
                              Liability; Indemnity

Section 11.01. Liquidated Damages. ..............................................................................39
Section 11.02. Indemnity of SBCW. ...............................................................................40
Section 11.03. Relationship to Insurance. .......................................................................41
Section 11.04. No Third-Party Beneficiaries. ....................................................................41

                                   Article XII
                    Additional Representations And Warranties

Section 12.01. SBCW's Representations and Warranties.............................................................41
Section 12.02. Vendor's Representations and Warranties. .........................................................41
Section 12.03. TowerCo Parent's Representations and Warranties. .................................................42
</TABLE>

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<TABLE>
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                                  Article XIII
                             Default And Termination

Section 13.01. Default by Vendor. ...............................................................................42
Section 13.02. Obligations upon Termination. ....................................................................44
Section 13.03. Termination of Agreement by Vendor in Respect of SBCW's Bankruptcy. ..............................44

                                   Article XIV
                                  Force Majeure

Section 14.01. Force Majeure. ...................................................................................45
Section 14.02. Effect of Force Majeure. .........................................................................46

                                   Article XV
                      Fire or Other Casualty; Condemnation

Section 15.01. Obligation to Reconstruct; Use of Insurance Proceeds. ............................................46
Section 15.02. Condemnation of the Tower or Site; Application of Compensation. ..................................46

                                   Article XVI
                                  Miscellaneous

Section 16.01. Notices ..........................................................................................47
Section 16.02. Assignment, Binding Effect. ......................................................................48
Section 16.03. Authorized Representatives. ......................................................................49
Section 16.04. Headings. ........................................................................................49
Section 16.05. Annexes, Exhibits and Schedules. .................................................................49
Section 16.06. Publicity. .......................................................................................49
Section 16.07. Severability. ....................................................................................49
Section 16.08. Waiver. ..........................................................................................50
Section 16.09. Rights Cumulative. ...............................................................................50
Section 16.10. Time of Essence, Prompt Responses. ...............................................................50
Section 16.11. Applicable Law. ..................................................................................50
Section 16.12. Waiver of Jury Trial. ............................................................................50
Section 16.13. Entire Agreement. ................................................................................50
Section 16.14. Modifications. ...................................................................................51
Section 16.15. Counterparts. ....................................................................................51
Section 16.16. No Brokers. ......................................................................................51
Section 16.17. Power of Attorney by SBCW Parties; Authorization. ................................................51
</TABLE>


Annex and Schedules

Annex A  Specifications
Annex B  Vendor Responsibility Matrix
Annex C  Project Data Requirements; Form of SARF
Annex D Form of Candidate  Sheet;  Notice to Proceed
Annex E Form of Punch List

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Annex F Certificate of Completion
Annex G Form of Site Data Package; Form of Due Diligence Package Annex H Form of
Site Schedule  Annex I Collocation  Services on TowerCo  Existing  Sites Summary
Annex J  [Intentionally  deleted]  Annex K SBCW Standard  Configuration  Annex L
Minimum  Standards  for  BTS  Sites  Annex M  Minimum  Standards  for  Potential
Collocation Sites Annex N Existing Contracts

<TABLE>
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Schedule 8.04              Rules, Policies, Regulations and Interpretations of SBCW Relating to or in Connection
                           with Applicable FAA and FCC Regulations
Schedule 3.10(c)           Terms under which SBCW may acquire Sites and develop and construct its own Towers and
                           transfer such Towers to Southern Towers, Inc., an Affiliate of Vendor
Schedule 3.12(a)
Schedule 3.12(b)
</TABLE>

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                           AGREEMENT TO BUILD TO SUIT


     THIS AGREEMENT,  made and entered into as of the 14th day of December, 2000
by and between SBC WIRELESS, LLC, a Delaware limited liability company ("SBCW"),
for itself and as Agent for certain  SBCW  Parties (as defined in Section  1.01)
designated on the signature pages hereto, SPECTRASITE HOLDINGS, INC., a Delaware
corporation  ("TowerCo  Parent"),  and  SPECTRASITE   COMMUNICATIONS,   INC.,  a
wholly-owned subsidiary of TowerCo Parent and a Delaware corporation ("Vendor").

                              W I T N E S S E T H:

     WHEREAS,  SBCW desires for Vendor to identify potential cell site locations
within  specified  search areas located  within the Territory for  build-to-suit
sites and to cause each such cell site selected by SBCW to be acquired or leased
by Vendor and to be  developed,  among other  things,  causing a tower and other
improvements  to  be  designed,  constructed  and  installed  thereon,  for  the
non-exclusive  use and  occupancy  by SBCW or SBCW  Parties  pursuant to the BTS
Sublease; and

     WHEREAS,  SBCW and Vendor desire to enter into this  Agreement to set forth
their  respective  duties  and  responsibilities   pertaining  to  such  design,
construction  and  installation and other matters relating thereto and intend to
bind hereby only Vendor, SBCW and the SBCW Parties;

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

                                    Article I
                                   Definitions

Section 1.01.     Definitions.

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

                  "Acquisition"  means the acquisition by Vendor of a fee simple
         title to or ground lease interest in each BTS Site, all investigations,
         examinations, tests and inspections, and other due diligence activities
         incidental thereto, and all legal activities incidental thereto.

                  "Affiliate" means with respect to either party, any individual
         or  firm,   corporation,   partnership,   limited  liability   company,
         association,   trust  or  other  entity  which,   whether  directly  or
         indirectly, Controls, is Controlled by, or is under common Control with
         the subject party.  "Affiliation"  means,  with respect to two Persons,
         the relationship of such Persons as Affiliates of each other.

<PAGE>   7
                                                                               2

                  "Agreement"  means  this  Agreement,  including  any  Annexes,
         Schedules and any amendments hereto or thereto.

                  "Agreement to Sublease"  means the Agreement to Sublease dated
         August 25, 2000, among TowerCo Parent, Vendor, SBC TowerCo Inc. and the
         other Sublessor Entities named therein.

                  "BTS  Rent"  has the  meaning  given  to such  term in the BTS
Sublease.

                  "BTS  Markets"  has the meaning  given to such term in Section
3.12(a).

                   "BTS  Sites"  means the cell  tower  site  locations  located
         within the  Territory  that are or will be owned or leased by Vendor or
         TowerCo  Affiliates:  (i) on which Vendor constructs or is to construct
         Towers and Improvements  pursuant to this Agreement;  and (ii) on which
         SBCW or a SBCW  Party  leases  the  Leased  Space.  BTS  Sites  include
         Completed BTS Sites but excludes TowerCo Existing Sites.

                  "BTS Sublease" means the Sublease (BTS) of even date herewith
         among TowerCo  Parent,  SpectraSite Communications, Inc. or SpectraSite
         Wireless Towers, Inc. and SBCW.

                  "Business Day" means any day other than a Saturday,  Sunday or
         other  day on which  commercial  banks are  authorized  to close in New
         York.

                  "Cingular" means Cingular Wireless,  LLC or its successor,  if
         any, by merger,  consolidation or sale of all or  substantially  all of
         Cingular's or its successor's assets.

                  "Claim" has the meaning given to such term in Section 11.02.

                  "Collocation  Services"  has the  meaning  given  such term in
Section 3.02.

                  "Communications  Equipment" has the meaning given to such term
in the BTS Sublease.

                  "Completed  BTS Sites" has the  meaning  given to such term in
Section 6.12(c).

                   "Completion,"  "Complete" or  "Completed"  means (i) Vendor's
         receipt of zoning  approvals and other  Permits in accordance  with all
         Governmental  Requirements,  and all  applicable  FAA approvals  and/or
         antennas  structure  registration  ("ASR")  approvals (FCC Form 854 and
         854R) have been appropriately filed; (ii) Vendor's completion of all
<PAGE>   8

                                                                               3

         items of  construction in accordance  with the  Specifications  and the
         requirements  of all  Governmental  Authorities so that SBCW or an SBCW
         Party can use the Leased Space of the BTS Site without  interference in
         the  conduct  of  its  ordinary  business  activities;  (iii)  Vendor's
         securing  a  certificate  of  occupancy  or any other  final  municipal
         approval from the applicable Governmental Authority;  (iv) the issuance
         by Vendor or SBCW, as the case may be, of the  Completion  Certificate;
         (v) ready access by SBCW or an SBCW Party,  its  employees,  agents and
         invitees,  to (A) during the construction  period,  the entire BTS Site
         (including  Tower and  Improvements)  and (B) after the  Completion  of
         construction,  the Leased Space; (vi) all the fixtures and equipment to
         be installed by Vendor are installed and in good operating order; (vii)
         the BTS Site is clean;  and (viii) the Tower and the  Improvements  are
         ready for the installation of SBCW's Improvements.

                  "Completion  Certificate"  means,  as to each  BTS  Site,  the
         certificate of completion  issued by the party which  developed the BTS
         Site  (Vendor  or SBCW,  as the case may be) and  countersigned  by the
         other  party with  respect to such BTS Site to the effect that the Work
         is Completed in compliance with this Agreement, which certificate shall
         be issued in accordance with Annex F attached hereto.

                  "Completion Data" means height verification certifications via
         1-A  survey,  tape  drop or  some  other  agreed  method,  center  line
         measurements,  exact  location of all  equipment on a Tower,  and where
         required,  marking and  lighting  verification  and correct  posting of
         Tower registration numbers.

                  "Completion  Date"  means  the date on  which  the  Tower  and
         Improvements  are Completed with respect to each BTS Site,  pursuant to
         the Implementation Plan and the applicable Site Schedule.

                   "Compliance Data" means a 1-A survey of exact Tower location,
         certified by a registered surveyor, together with a topography map plot
         confirming  the  location  and  providing  the address of the BTS Site,
         FAA/FCC  height  verifications  as certified by either a surveyor or an
         independent  contractor  authorized to perform height  measurements  in
         accordance with SBCW specifications, FAA approvals, where required (FAA
         forms 7460-1,  7460-2),  FCC Tower  registration  forms, where required
         (FCC forms 854 and 854-R),  certification  that the Tower  registration
         number is posted at the BTS Site as  required  by the FCC  regulations,
         certification that correct  marking/lighting  is in place in accordance
         with FAA requirements, and a completed NEPA/EPA checklist demonstrating
         environmental compliance.

                  "Constructed  Improvements" means (i) grounding rings for SBCW
         and SBCW Party  equipment  shelters,  (ii)  connections  for  utilities
         service from the meter to SBCW's Communications Equipment, (iii) one or
         more  foundations,  concrete  equipment  pads or raised  platforms  for
         SBCW's  Communications  Equipment,  equipment  shelters,  buildings and
         constructions,  and (iv) any other  Improvements built for SBCW's or an
         SBCW Party's exclusive use in accordance with the Annexes.

<PAGE>   9
                                                                               4

                  "Contract  Manager"  has the  meaning  given  to such  term in
Section 3.06(e).

                  "Control"  means the  ownership,  directly or  indirectly,  of
         sufficient  voting shares of an entity,  or otherwise  the  possession,
         directly or  indirectly,  of the power to direct or cause the direction
         of the  management  and  policies  of an entity,  whether  through  the
         ownership of voting securities, by contract or otherwise.

                  "Designated  SBCW  Parties" has the meaning given to such term
in Section 3.12(a).

                   "Due Diligence  Package" means  collectively the documents in
         the form of Annex G-2 and  information  collected  by  Vendor  pursuant
         thereto.

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

                  "Environmental  Assessment" means the "Phase I" (as defined by
         the National Environmental  Protection Agency) environmental assessment
         of each BTS Site,  and such further  investigations  as are  reasonably
         indicated by the results thereof,  to be obtained by Vendor pursuant to
         Article 8 hereof.

                  "Environmental  Conditions" has the meaning given to such term
in the Agreement to Sublease.

                  "Environmental,  Health and Safety  Requirements" means all of
         the  terms  and   conditions   of  all  permits,   licenses  and  other
         authorizations  which are required  under,  and all other  limitations,
         restrictions,   conditions,  standards,   prohibitions,   requirements,
         obligations,  schedules  and  timetables  which  are  contained  in all
         federal,  state and local laws (including  rules,  regulations,  codes,
         judgments,  orders,  decrees,  stipulations,   injunctions  and  demand
         letters issued,  entered,  promulgated or approved thereunder) relating
         to public  health and safety,  worker health and safety or pollution or
         protection of the  environment,  including  laws relating to emissions,
         discharges, releases or threatened releases of Hazardous Materials into
         ambient air, surface water, ground water or lands or otherwise relating
         to the manufacture,  processing, distribution, use, treatment, storage,
         disposal,   transport  or  handling  of  Hazardous  Materials  and  all
         provisions of FCC regulation 1.1307 et seq.

                  "Excusable  Delay" means as to any BTS Site,  a Force  Majeure
         event as to such BTS Site,  or an extension or  adjustment  of the Site
         Schedule  only as it applies to the affected BTS Site,  as provided for
         and expressly permitted under the terms of this Agreement.
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                                                                               5

                  "Existing  POPs"  means the sum of the POPs shown in  Schedule
3.12(b) to this Agreement.

                  "FAA" means the Federal Aviation Administration.

                  "FCC" means the Federal Communications Commission.

                  "Force  Majeure" means those events  constituting  excuse from
         timely  performance  by Vendor of any duty or  obligation  hereunder to
         which it is subject, as such events are described in Article 13 hereof.

                  "Future  Designated  SBCW Party" has the meaning given to such
term in Section 3.12(a).

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

                  "Governmental  Requirements" means (i) all federal,  state and
         local laws,  ordinances,  and regulations and all orders and decrees of
         bodies or all Governmental Authorities,  which in any manner affect the
         Services  provided under this  Agreement,  Vendor's  performance of its
         obligations  hereunder  or the  ownership,  use or operation of the BTS
         Sites, and (ii) all Environment, Health and Safety Requirements.

                  "Ground  Lease"  means,  as to a given  BTS Site,  the  ground
         lease,  easement  or other right of use  pursuant to which  Vendor or a
         TowerCo Affiliate holds a leasehold interest, leasehold estate or other
         possessory interest therein.

                  "Ground Lease  Effective  Date" means, as to any Ground Lease,
         the date of execution and delivery by Vendor or a TowerCo  Affiliate of
         a Ground Lease or, as to any option to enter into any Ground Lease, the
         date on which such option is exercised.

                  "Hazardous  Materials"  has the meaning  given to such term in
the BTS Sublease.

                  "Implementation  Plan"  means,  as to each Site,  a plan to be
         prepared by Vendor that sets forth (i) a narrative description for each
         phase of the  Development  of such BTS  Site  (pre-construction  phase,
         construction phase and post-construction phase and Services),  and (ii)
         an appropriate  Site Schedule  developed and agreed upon by the parties
         pursuant to this Agreement and Annexes attached  hereto,  substantially
         in the form of Annex H.

                  "Improvements"  has the meaning  given to such term in the BTS
Sublease.
<PAGE>   11
                                                                               6

                  "Leased  Space" has the meaning  given to such term in the BTS
         Sublease;  except that (i)  regardless of the actual number of antennas
         and related equipment placed on the Leased Space of any BTS Site at the
         time of the execution of the applicable  Site  Designation  Supplement,
         the Leased  Space of such BTS Site  shall  include  space  for,  and be
         capable  of  supporting  the  following  equipment  or the  tower  load
         equivalent of: (x) up to twelve (12) panel antennas consistent with the
         (12) panel antenna arrays and related  equipment  specified in Annex K,
         and (y) a microwave dish placed  seventeen  feet (17') below  (measured
         center-line  to  center-line)  the location of such  panels;  provided,
         however,  that the size of such antennas and  microwave  dish shall not
         exceed  that of SBCW's  configuration(s)  for  antennas  and  microwave
         dishes  as more  particularly  described  in Annex  K,  and (ii)  shall
         include a sector frame for such antennas.  With respect to any sublease
         entered into at a Third Party Site as hereinafter provided,  the Leased
         Space shall be the demised premises described in such sublease.

                  "Liquidated  Damages"  has the  meaning  given to such term in
Section 11.01.

                  "Market  Transfer"  has the  meaning  given  to  such  term in
Section 3.12(c).

                  "Notice  to  Proceed"  means  a  written  notice  to  proceed,
         substantially in the form of the Notice to Proceed included in Annex D,
         given by SBCW to Vendor pursuant to this Agreement.

                  "Obligations"  has the  meaning  given to such term in Section
7.01.

                  "Original  Market"  has the  meaning  given  to  such  term in
Section 3.12(b).

                  "Original  Market Business" has the meaning given to such term
in Section 3.12(b).

                  "Permit  Appeal  Action" has the meaning given to such term in
Section 4.02(h).

                  "Permits" means any and all certificates,  licenses,  permits,
         authorizations,  registrations, consents, special use permits and other
         approvals   by   the   applicable   Governmental   Authorities   having
         jurisdiction in such matters required to be obtained,  issued,  granted
         or  received  for the  performance  of the Work and  Completion  or the
         Permitted Use (other than as to installation  of SBCW's  Communications
         Equipment),  including  without  limitation  any and all  Permits to be
         issued  by all  Governmental  Authorities  that  are  required  for the
         construction of the Tower and Improvements related thereto.

                  "Permitted  Use" has the meaning given to such term in the BTS
Sublease.

<PAGE>   12
                                                                               7

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

                  "Potential  Collocation  Sites" has the meaning  given to such
term in Section 3.02.

                  "Project"   means   Vendor's   performance  of  the  Work  and
         construction  of the Towers on the BTS Sites and the  provision  of the
         Collocation Services if requested by SBCW.

                  "Punch  List" has the  meaning  given to such term in  Section
6.12(c).

                  "SARF" has the meaning given to such term in Section 5.01(a).

                  "SBCW" has the meaning  given to such term in the  Preamble to
         this Agreement;  provided that when appropriate  "SBCW" shall also mean
         the SBCW Party which becomes (or is contemplated to become) a lessee of
         space at a site pursuant to this Agreement.

                  "SBCW's  Communications  Equipment"  has the meaning  given to
such term in the BTS Sublease.

                  "SBCW Indemnitee" means each of SBCW, SBCW's  Affiliates,  and
         the respective directors,  officers,  employees,  agents,  contractors,
         subcontractors, advisors and consultants of SBCW and SBCW Parties.

                  "SBCW's  Improvements"  has the meaning  given to such term in
the BTS Sublease.

                  "SBCW  Party"  means   corporations,   partnerships,   limited
         liability  companies or other entities which are Affiliates of Cingular
         and whose names are set forth on the signature  pages hereof,  and such
         additional  Persons as become SBCW Parties  pursuant to Section 3.12 of
         this Agreement.  For purposes of this Agreement,  except as provided in
         Section 3.12 of this  Agreement,  any Person which becomes an Affiliate
         of Cingular after the date hereof is deemed not to be an SBCW Party.

                  "SBCW  Sublease" has the meaning given to such term in Section
16.02.

                  "Scheduled  Commencement Date" means, with respect to each BTS
         Site,  the date on which  the  Work on such  BTS Site is  scheduled  to
         commence pursuant to the applicable Notice to Proceed given by SBCW.

                  "Services"  means all  services  required to be  performed  or
         procured by Vendor  subject and pursuant to the terms and conditions of
         this Agreement  including,  without  limitation:  (i) identification of
         potential new locations for BTS Sites within each designated search
<PAGE>   13
                                                                               8

         area and  presentation  of such  potential  BTS Sites to SBCW for final
         selection;  (ii)  Acquisition  of BTS  Sites;  (iii)  construction  and
         installation of a Tower and  Improvements on each of the BTS Sites; and
         (iv) the  identification  of  Potential  Collocation  Sites on  TowerCo
         Existing  Sites and the  provision  of other  Collocation  Services  if
         requested  by  SBCW,  all  as  more  particularly   described  in  this
         Agreement, including the Annexes.

                   "Site  Completion Date" means, as to each BTS Site, a date of
         execution of the Completion Certificate for such BTS Site.

                  "Site Data Package"  means  collectively  the documents in the
         form of Annex G-1  attached  hereto and the  information  collected  by
         TowerCo Parent pursuant thereto.

                   "Site  Designation  Supplement" has the meaning given to such
term in the BTS Sublease.

                  "Site  Schedule"  means a  timetable  prepared  by Vendor  and
         reasonably  approved  in writing by SBCW with  respect to each BTS Site
         that  describes the time periods and  completion  dates for each of the
         activities necessary to complete the Work with respect to such BTS Site
         in the form and  consistent  with Annex H and  conforming  to the dates
         provided in this Agreement.

                  "SMS Agreement"  means that certain Site Management  Agreement
         between  Pacific Bell Mobile  Services and Site  Management  Solutions,
         Inc.,  dated July 27, 1999,  as amended by the Addendum to Agreement of
         even date therewith.

                  "Sold  Market" has the  meaning  given to such term in Section
3.12(d).

                   "Space  Subtenants" has the meaning given to such term in the
BTS Sublease.

                  "Specifications"    means   the   drawings    and    technical
         specifications for the Tower and Improvements, as set forth in Annex A.

                  "Substantially  Complete" means, as to any BTS Site, that such
         BTS Site is  Complete,  except for minor items listed on the Punch List
         for such BTS Site that  would not  impair  or  adversely  affect in any
         material respect, or is not likely to impair or adversely affect in any
         material  respect,  SBCW's or SBCW  Party's  use and  operation  of the
         Leased Space on such BTS Site, including Communications Equipment.

                  "Substantially  Completed  BTS  Site"  means any BTS Site that
         would be a Completed  BTS Site,  except for minor  items  listed on the
         Punch List for such BTS Site that would not impair or adversely  affect
         in any material  respect  SBCW's or a SBCW Party's use and operation of
         the Leased Space on such BTS Site, including Communications Equipment.
<PAGE>   14
                                                                               9

                  "Swap  Market" has the  meaning  given to such term in Section
3.12(b).

                  "Swap Market  Business"  has the meaning given to such term in
Section 3.12(b).

                   "Term" has the meaning given to such term in Section 3.03.

                  "Territory"  means  the United  States of America, Puerto Rico
and the U.S. Virgin Islands.

                  "Third  Party" has the  meaning  given to such term in Section
3.12(c).

                   "Third  Party  Site"  has the  meaning  given to such term in
Section 3.02.

                  "Threshold"  has the  meaning  given to such  term in  Section
3.12(c).

                   "Tower" means a wireless transmission tower structure. Towers
         shall  not  include  TowerCo  Existing  Sites  and  shall  not  include
         rooftops,   steeples,   chimneys,   water  towers  or  other   existing
         structures,  or other structures that would  constitute  "owned neutral
         host infrastructure" or "in-building applications."

                  "TowerCo  Existing  Sites"  means  all  wireless  transmission
         towers,  now or  hereafter  owned or leased or operated  under  capital
         leases by Vendor, TowerCo Parent or by any entity Controlled by TowerCo
         Parent and located within the Territory,  provided,  however,  that BTS
         Sites shall not constitute TowerCo Existing Sites.

                  "TowerCo  Parent"  has the  meaning  given to such term in the
Preamble to this Agreement.

                  "Transferred  Markets"  has the meaning  given to such term in
Section 3.12(c).

                  "Vendor  Indemnitee"  has the  meaning  given to such  term in
Section 11.02.

                  "Warranty  Period"  has the  meaning  given  to  such  term in
Section 6.10.

                  "Work" means Vendor's  construction  and  installation  of the
         Tower and  Improvements  in  accordance  with the  Specifications,  and
         includes   labor   necessary   to  Complete   such   construction   and
         installation,  and materials and  equipment for such  construction  and
         installation,  as required by this  Agreement to be furnished by Vendor
         or any  subcontractor,  for the  construction  and  installation of the
         Tower and Improvements.
<PAGE>   15
                                                                              10

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

Section 1.02.     Use of Words and Phrases.

(a) Words of the  masculine  gender  shall be deemed  and  construed  to include
correlative  words of the feminine and neuter genders.  Unless the context shall
otherwise  indicate,  the  singular  shall  include  the  plural  as well as the
singular number.  "Herein,"  "hereby,"  "hereunder,"  "hereof," "herein before,"
"hereinafter," and other equivalent words refer to this Agreement and not solely
to the particular portion thereof in which any such word is used.

(b)  Whenever in this  Agreement  either of the words "day" or "days" is used it
means a calendar day unless specifically stated to be a Business Day.

(c) SBCW and Vendor  agree that any  defined  term used  herein  constituting  a
document, instrument, drawing, survey, map, plan, technical description or other
writing, and any other reference herein to a writing, shall include originals or
copies of such writing and any and all amendments,  supplements,  modifications,
renewals,  extensions,  restatements or replacements of or to the same from time
to time.

                                   Article II
                               Agreement Documents

         This  Agreement  shall consist of the following  documents,  as amended
from time to time as provided herein:

(a)      this Agreement document;

(b)      the following Annexes and Schedules, which are incorporated herein by
this reference:

<TABLE>
                  <S>                       <C>
                  Annex A                   Specifications
                  Annex B                   Vendor Responsibility Matrix
                  Annex C                   Project Data Requirements; Form of SARF
                  Annex D                   Form of Candidate Sheet; Notice to Proceed
                  Annex E                   Form of Punch List
                  Annex F                   Certificate of Completion
                  Annex G                   Form of Site Data Package; Form of Due Diligence Package
                  Annex H                   Form of Site Schedule
                  Annex I                   Collocation Services on TowerCo Existing Sites Summary
                  Annex J                   [Intentionally Deleted]
                  Annex K                   SBCW Standard Configuration
                  Annex L                   Minimum Standards for BTS Sites
                  Annex M                   Minimum Standards for Potential Collocation Sites
                  Annex N                   Existing Contracts
</TABLE>

<PAGE>   16
                                                                              11

<TABLE>
                  <S>                       <C>
                  Schedule 8.04             Rules, Policies, Regulations and Interpretations of SBCW Relating
                                            to or in Connection with Applicable FAA and FCC Regulations
                  Schedule 3.10(c)          Terms under which SBCW may acquire Sites and develop and construct
                                            its own Towers and transfer such Towers to Southern Towers, Inc.,
                                            an Affiliate of Vendor
                  Schedule 3.12(a)          Affiliates of Cingular bound by this Agreement
                  Schedule 3.12(b)          BTS Markets
</TABLE>

(c)      such additional documents as are incorporated by reference.

If any of the  foregoing are  inconsistent,  this  Agreement  shall prevail over
Annexes, Schedules and additional incorporated documents.

                                   Article III
                     Scope Of Work; Nature Of The Engagement


Section 3.01.     Engagement of Vendor.

(a) SBCW hereby  engages  Vendor,  for the Term of this Agreement as provided in
Section 3.03, to develop and construct  Towers and Improvements on the BTS Sites
(subject to any right of SBCW to terminate this  Agreement  under any applicable
provision of this  Agreement),  and perform the Services all as required by this
Agreement.  SBCW  reserves  the  right  to  construct  and  install  all  of the
Constructed  Improvements  and its  Communications  Equipment  on the BTS Sites;
provided,  however,  that SBCW  shall  have the  right to  request  that  Vendor
construct and install one or more concrete  equipment  pads or raised  platforms
capable of  accommodating  SBCW's or SBCW Party's  buildings,  huts or equipment
shelters  at each  BTS  Site.  The  parties  acknowledge  that  all  Constructed
Improvements  developed  and  constructed  by SBCW or Vendor on any BTS Site are
intended to constitute a part of SBCW's Improvements, and are not intended to be
shared by Space Subtenants or constitute a part of the Improvements. The parties
further acknowledge that Improvements,  other than Constructed Improvements,  do
not  constitute  a part of  SBCW's  Improvements.  Vendor  hereby  accepts  such
engagement in accordance with the terms and conditions of this Agreement. Vendor
shall  construct the Tower and  Improvements at each BTS Site in accordance with
the Implementation  Plan and applicable Site Schedule.  Vendor shall perform and
be  responsible  for all  responsibilities  assigned  to  Vendor  in the  Vendor
Responsibility  Matrix attached hereto as Annex B. In addition to the engagement
provided for in this Section 3.01, Vendor  acknowledges and agrees that SBCW may
engage Vendor on behalf of any  Affiliate of SBCW or of the SBCW Parties  (e.g.,
Bell South  wireless  companies) to develop and construct up to a maximum of one
hundred (100) Towers and  Improvements on BTS Sites located within the Territory
and to perform the Services as required  under this  Agreement  for such Towers.
Upon the  occurrence  of the  applicable  events  hereinafter  described in this
Agreement,  the applicable Affiliate of the SBCW Parties shall occupy the Leased
Space subject to the terms of the BTS Sublease.

<PAGE>   17
                                                                              12

(b)  Subject  to  Sections  3.02(a)  and  3.02(b),   Vendor's  compensation  for
Completion of the Work on BTS Sites pursuant to this  Agreement and  performance
of the Services, or any part thereof, will be derived solely from the payment of
the BTS Rent by SBCW pursuant to the BTS Sublease (notwithstanding that such BTS
Rent may be paid to an Affiliate of Vendor). The parties agree that the BTS Rent
payable by SBCW with  respect to the Leased Space of any  Completed  BTS Site or
TowerCo  Existing  Site shall be $1400 per month,  or such greater  amount as is
provided  in the BTS  Sublease  for any sites  which  become  subject to the BTS
Sublease on or after the first anniversary hereof, subject to an annual increase
as  provided  in the BTS  Sublease.  This  Section  3.01(b)  shall  survive  any
expiration or termination of this Agreement.

Section 3.02.     Identification of Collocation Sites.

(a) Vendor may,  without  delaying any of its obligations  under this Agreement,
including,  without  limitation,  its obligations  pursuant to Article 5, at any
time during the Term,  provide SBCW with a written notice  proposing any TowerCo
Existing  Site or any wireless  transmission  tower  ("Third Party Site") owned,
leased or operated by any third party  ("Third  Party  Owner"),  within a search
area specified in the applicable SARF that would be suitable for the collocation
of SBCW's Communications  Equipment ("Potential  Collocation Sites"). SBCW shall
either  accept the proposed  site, or at SBCW's  option,  in the event that SBCW
reasonably  believes  that such site does not satisfy the minimum  standards set
forth in Annex M, reject such site by sending notice of such election in writing
to Vendor within fifteen (15) days after the notice thereof.  In addition,  SBCW
may reject a Potential  Collocation  Site in writing  within  fifteen  (15) days
after  SBCW's  receipt  of  Vendor's  notice  thereof  if there  then  exists an
alternative  site  within such search  area that,  in SBCW's  judgment,  is also
suitable for the  collocation  of SBCW's  Communications  Equipment  but that is
available  to SBCW upon  economic  terms  and  conditions  that  are,  in SBCW's
judgment,  more  favorable  to SBCW.  In the  event  SBCW  pursues  a  Potential
Collocation Site (other than a Third Party Site), Vendor shall provide SBCW with
Compliance Data, a Site Data Package and a Due Diligence Package with respect to
such site within fifteen (15) days after receipt of SBCW's notice.  With respect
to Third Party Sites,  (A) the Due  Diligence  Package  shall also include (i) a
copy of the  Third  Party  Owner's  standard  form  of  sublease  ("Third  Party
Sublease"),  if any,  and (ii)  copies of any  existing  leases of space at such
Third Party Site,  to the extent the same are made  available by the Third Party
Owner (the items to be  delivered  pursuant to this  sentence,  the "Third Party
Deliveries");  and (B)  Vendor  shall use  commercially  reasonable  efforts  to
deliver the Due Diligence Package to SBCW within 45 days after receipt of SBCW's
notice (it being agreed that failure to so deliver  such Due  Diligence  Package
within  such 45-day  period  shall not be a breach of this  Agreement  but shall
permit  SBCW to revoke its  notice  that it wishes to pursue  such  Third  Party
Site). With respect to Third Party Sites, SBCW shall have ten (10) business days
from its receipt of the Due Diligence Package to reject such Potential

<PAGE>   18
                                                                              13

Collocation  Site if the Third Party Sublease is not satisfactory to SBCW in its
reasonable  judgment.  If SBCW  elects to become a tenant on a TowerCo  Existing
Site,  Vendor shall  sublease the Leased Space  thereon to SBCW or its Affiliate
pursuant  to  the  BTS  Sublease  and  SBCW  and  Vendor  shall  execute  a Site
Designation  Supplement  for such TowerCo  Existing Site. In the event that SBCW
elects to become a tenant on a TowerCo Existing Site on which there are existing
tenants,  SBCW shall  sublease the Leased  Space  subject to all  provisions  in
existing  leases of space at such TowerCo  Existing  Site which give the tenants
under such leases rights that are superior to those of SBCW  (provided that such
provisions  have  been  made  available  to SBCW  as  part of the Due  Diligence
Package).  In the  event  that SBCW  elects to become a tenant on a Third  Party
Site,  Vendor  shall use  reasonable  efforts to cause the Third  Party Owner to
sublease the Leased Space to SBCW or its Affiliate pursuant to a form reasonably
approved by SBCW and acceptable to the Third Party Owner.  SBCW shall pay Vendor
for Vendor's  search costs in  connection  with such  accepted  Third Party Site
(which costs shall  include the cost of  preparing  and/or  obtaining  the Third
Party Deliveries) at the then current market rates for such search services.  If
SBCW rejects a Potential  Collocation  Site as provided above in the event there
exists a suitable  alternative  site within the applicable  search area,  Vendor
shall have no further obligation with respect to that Potential Collocation Site
and SBCW shall be entitled to pursue such alternative site without  reference to
this  Agreement.  Furthermore,  if SBCW  rejects or does not pursue a  Potential
Collocation Site, Vendor shall keep performing all of its obligations hereunder,
including, without limitation, performing search Services in such search area as
provided in Article 5.

(b) If SBCW is  interested  in a Potential  Collocation  Site,  Vendor may, upon
written  notice  thereof  to  SBCW,  offer  the  performance  of  certain  other
Collocation  Services  and the fees for such  services set forth in Annex I (the
"Collocation  Services")  with  respect  to  such  Potential  Collocation  Site;
provided,  that Vendor acknowledges that at any time during the Term, SBCW shall
have the  right  to  engage  any  Person  other  than  Vendor  to  perform  such
Collocation Services. If the terms,  conditions and fees in connection with such
Collocation  Services are acceptable to SBCW,  SBCW may engage Vendor to perform
such Collocation Services upon written notice to Vendor within five (5) Business
Days after  receipt by SBCW of the offer from  Vendor.  If SBCW elects to engage
Vendor to perform such  Collocation  Services  pursuant to this Section 3.02(b),
such Collocation Services shall be performed in compliance with the requirements
of this  Agreement,  including,  without  limitation,  compliance  with  quality
standards,  Governmental  Requirements,  Permits and Environmental Laws, in each
case as applicable to such Collocation Services.  Vendor hereby acknowledges and
agrees that any and all fees in connection  with  performance of any Collocation
Services  shall be due and  payable  only if SBCW  installs  its  Communications
Equipment on a Potential  Collocation  Site. SBCW shall retain Vendor to install
all lines,  antennas  and SBCW's other  Communications  Equipment on all TowerCo
Existing Sites and BTS Sites  ("Installation  Services")  provided that SBCW and
Vendor  agree on the cost of the  Installation  Services,  such cost to be based
upon the current  market  rates for the  Installation  Services  for the area in
which the site is located.  If Vendor performs the  Installation  Services,  the
Installation  Services  shall be performed in accordance  with the provisions of
the  immediately  preceding  sentence and SBCW shall pay the  agreed-upon  costs
thereof within 10 days after delivery of a reasonably detailed invoice therefor.
<PAGE>   19
                                                                              14

Section 3.03.     Term.

(a) Subject to Article 13, this Agreement  shall commence on the Effective Date,
and shall continue until the fifth (5th)  anniversary of the Effective Date (the
"Term"),  plus such  additional  time as may be  required  (i) for an  aggregate
number of new Towers to be  developed  and  Completed  by either  Vendor or SBCW
(either  itself or through a third party  pursuant to Section  3.10(c)) equal to
the number of Towers that SBCW elected,  pursuant to Section 3.10(d),  to become
"Substitute  Sites" under the  Agreement to Sublease and (ii) for the parties to
satisfy their  respective  obligations  hereunder to the extent such obligations
arose or accrued prior to such fifth (5th) anniversary.

(b)  Notwithstanding  anything to the  contrary  contained  herein,  the parties
acknowledge and agree that upon execution of a Site Designation  Supplement with
respect to any site pursuant to this Agreement and the BTS Sublease, except with
respect to those  provisions of this  Agreement  which survive the expiration or
termination hereof, the BTS Sublease, the applicable Site Designation Supplement
and related  documents shall govern the respective rights and obligations of the
parties with respect to such BTS Site or TowerCo Existing Site.

Section 3.04.     Time for Commencement and Completion.

         Vendor and SBCW  acknowledge  that the time for Scheduled  Commencement
Date  and  Completion  of the BTS  Site  will be  determined  by the  applicable
Implementation  Plan  and the  Site  Schedule.  Vendor's  unexcused  failure  to
Complete  any BTS Site in  accordance  therewith  shall  subject  Vendor  to the
Liquidated Damages pursuant to Section 11.01.

Section 3.05.     Relationship.

         Vendor agrees to furnish its best skill and judgment in performing  its
obligations  hereunder,   and  to  cooperate  with  SBCW  in  furthering  SBCW's
interests.  Except as  expressly  provided  in Section  8.01,  SBCW,  Vendor and
TowerCo  Parent,  in the  performance  of this Agreement will be acting in their
individual capacities and not as employees, partners, joint venturers, agents or
associates of one another. In the performance of this Agreement,  Vendor is, and
shall  at all  times  during  the  term of this  Agreement  be,  an  independent
contractor.  Nothing  contained in this Agreement  creates the relationship of a
joint venture, partnership,  association or agency between the parties. No party
shall have any  authority  to bind or  otherwise  obligate  the  other.  Persons
retained by either  party as  employees  or agents  shall not,  solely by reason
thereof, be deemed to be employees or agents of the other party.
<PAGE>   20
                                                                              15

Section 3.06.     Project Personnel.

(a) Vendor shall,  at its own cost and expense,  employ only  competent and able
personnel for the  performance  of the Services and all of Vendor's  obligations
under  this   Agreement,   including,   without   limitation,   contractors  and
subcontractors that are properly licensed and legally qualified to construct the
Towers and  Improvements  and complete the Work on each BTS Site and/or  provide
the  Collocation  Services.  Vendor  shall make  available to SBCW a list of its
principal  contractors  and  subcontractors,  and SBCW  shall  have the right to
request a particular  contractor or  subcontractor  be removed from the list for
the  Project  so long as such  request  is based  upon  commercially  reasonable
criteria.  Vendor shall, at all times during the term of this Agreement,  keep a
sufficient number of qualified  personnel to the extent required to Complete the
Project  pursuant  to the  Implementation  Plan  and Site  Schedules,  including
without  limitation,  a  sufficient  number of suitable  experts in the areas of
engineering,  design,  construction,   installation,   management,   performance
enhancement and other operational specialties applicable to the Project. Subject
to Section  3.06(d),  Vendor shall have exclusive  control of and direction over
the  Persons  engaged in the  performance  of  Vendor's  obligations  under this
Agreement.

(b) If  reasonably  requested by SBCW,  Vendor shall make  available  additional
suitable   experts   in  the  areas  of   engineering,   design,   construction,
installation,   management,   performance   enhancement  and  other  operational
specialties  applicable  to the  Project,  and SBCW shall pay any  direct  costs
associated with any such suitable experts that are in addition to those required
pursuant to Section 3.06(a).

(c) Vendor  will be solely  responsible  for the  actions and conduct of all its
employees, agents, consultants, advisors, contractors and subcontractors. Vendor
will  ensure  that  anything  related  to its  employees,  agents,  consultants,
advisors,  contractors  or  subcontractors  shall be in strict  compliance  with
Governmental Requirements.

(d) SBCW reserves the right to require Vendor to immediately  remove and exclude
any Person or entity  employed by or otherwise  working for Vendor,  its agents,
consultants,  contractors,  subcontractors  or  advisors,  from  any BTS Site or
TowerCo Existing Site, at SBCW's reasonable  discretion,  who (i) engages in any
misconduct, (ii) is incompetent or (iii) is negligent in the performance of its,
his or her duties.  Vendor shall be responsible  for any additional  labor costs
arising in connection with any removal or exclusion  requested  pursuant to this
Section 3.06(d).

(e) Vendor shall assign key managers and personnel,  including Contract Managers
as  provided  below,  to manage,  supervise  and be  responsible  for the timely
performance of Vendor's obligations hereunder. Unless SBCW otherwise consents in
writing, as to each BTS Site, Vendor shall (i) allocate sufficient  personnel to
devote time and attention to such BTS Site,  and (ii) not remove any key manager
(including  Contract  Managers)  from any such position or reassign any such key
manager,  either within the Project or to another  project,  without a qualified
replacement.  In addition,  each party agrees to assign to the Project  contract
managers (the "Contract Managers") to provide overall supervision and management
of the Project. Each party may change its Contract Managers at any time and from
<PAGE>   21
                                                                              16

time to  time.  The  parties  further  agree to  cooperate  with  each  other in
implementing  the due  diligence  and  construction  process  set  forth in this
Agreement in order to Complete the Work on all BTS Site pursuant to the terms of
this  Agreement  and to use their  commercially  reasonable  efforts to amicably
resolve  any and all  issues  relating  to  performance  by  each  party  of its
respective  rights and obligations  hereunder.  The foregoing is intended to set
forth a general  approach to the day-to-day  conduct of the Project,  but is not
intended to qualify or limit the  obligations  of the parties  hereunder  or any
rights  hereunder  that any party may have in  respect  of a breach by the other
party of such obligations.

Section 3.07.     Familiarity with Project and BTS Sites.

         Vendor  represents  and warrants  that Vendor is familiar with projects
similar to the  Project,  is or will  become  familiar  with the  Specifications
applicable to the Towers and Improvements,  will visit and examine each BTS Site
and the surrounding locale, and knows or will know the working conditions in and
around each BTS Site.

Section 3.08.     Quality Standard.

         Vendor  agrees to perform its  obligations  and  furnish  its  Services
hereunder  properly,  diligently,  and in good  faith,  in  accordance  with the
standards of its profession,  and in accordance with all applicable Governmental
Requirements.  Vendor shall implement quality control procedures, which shall be
sufficient to ensure  compliance  with the  Specifications  and shall  otherwise
maintain quality standards for the Services at least equal to the normal quality
standards applied in the industry prior to the date of this Agreement.

Section 3.09.     Books and Records of Vendor, Right of Inspection by SBCW.
         Vendor  shall keep such  accounts  as may be  necessary  for its proper
financial  management  of the  Project  under  this  Agreement.  The  system  of
accounting  employed by Vendor shall be such as is  reasonably  satisfactory  to
SBCW.  SBCW  shall  be  afforded  access  to all  of  Vendor's  records,  books,
correspondence,   instructions,  drawings,  plans,  blueprints,  specifications,
receipts,  vouchers, memoranda and similar data relating to the Project and this
Agreement to the extent  relating to SBCW's  intended use,  Vendor's  compliance
with the terms hereof,  Vendor's and each BTS Site's and TowerCo Existing Site's
compliance  with  Governmental  Requirements,  the  structural  integrity of the
Improvements,  or if SBCW otherwise provides reasonable  justification therefor,
except for privileged  documents or where  disclosure is prohibited by law. Such
books and  records  shall be open for  inspection  and copying  upon  reasonable
written  notice by SBCW,  at its cost,  and its  authorized  representatives  at
reasonable  hours at Vendor's  principal  office and shall be retained by Vendor
for a period of three (3) years after the expiration of the BTS Sublease.

<PAGE>   22
                                                                              17

Section 3.10.     Scope of the Project.

(a) Subject to the terms and conditions of this Agreement,  SBCW, for itself and
as  agent  for the  SBCW  Parties,  hereby  grants  to  Vendor  for the Term the
exclusive  right to develop new Towers which SBCW elects to have  constructed in
the Territory; provided that the foregoing shall not apply with respect to Sites
subject to the  existing  contracts  listed in Part A of Annex N annexed  hereto
(the "Existing Contracts") and the Eastern Transportation  Corridor Sites listed
in Part B of Annex N (the "ETC  Sites").  Except as provided in Section  3.12 of
this Agreement,  the exclusive  rights  provided to Vendor  hereunder shall only
apply to SBCW and the SBCW  Parties  set  forth on the  signature  pages to this
Agreement,  and their  respective  successors  and assigns (but,  subject to the
provisions  of Section 3.12 hereof,  only if and for so long as such Persons and
such entity is an Affiliate of Cingular).

(b)  Notwithstanding  anything to the contrary  contained  herein and subject to
Article  13, the  parties  agree that  during  the Term,  Vendor  shall have the
exclusive right and obligation to perform all Services on the BTS Sites pursuant
to this  Agreement  other than  Collocation  Services  and  except as  expressly
provided  in this  Agreement  to the  contrary,  and shall  have an  affirmative
obligation to Complete the Work on any such BTS Sites in strict  compliance with
the provisions of this Agreement;  provided, however, that if at any time during
the Term,  Vendor's right and obligation to perform Services on the BTS Sites is
suspended  or  terminates  (i) in  respect of any BTS Site  pursuant  to Section
13.01(b)(i),  then SBCW shall have the right to engage any Person to perform any
and all  Services on such BTS Site,  or (ii)  pursuant to Section  13.01(b)(ii),
then SBCW  shall  have the right to engage  any  Person to  perform  any and all
Services  on any or all BTS Sites.  SBCW  reserves  the right to  construct  and
install all of the Constructed  Improvements and its Communications Equipment on
the BTS Sites; provided, however, that SBCW shall have the right to request that
Vendor  construct  and install  one or more  concrete  equipment  pads or raised
platforms  capable of accommodating  SBCW's or SBCW Party's  buildings,  huts or
equipment shelters.

(c) Notwithstanding anything to the contrary contained herein, SBCW reserves the
right,  either  directly or through a SBCW Party or any third party,  to acquire
Sites and  thereafter to develop and  construct  its own Towers  pursuant to the
terms  summarized  on Schedule  3.10(c)  hereof.  Following  Completion  of such
Towers, such Towers shall be sold to Vendor (or to SpectraSite  Wireless Towers,
Inc., an Affiliate of Vendor) for an amount  calculated  in accordance  with the
schedule of costs  agreed to by the parties  and  attached to Schedule  3.10(c).
Upon the sale of any such  Tower to  Vendor  (or  SpectraSite  Wireless  Towers,
Inc.),  said  Tower  shall be deemed  to be a BTS Site and SBCW or a SBCW  Party
shall  occupy the Leased  Space  subject  to the terms of the BTS  Sublease.  In
acquiring,  developing and constructing its own Towers as aforesaid, SBCW or the
applicable  SBCW Party may retain one or more  third  party  consultants  and/or
contractors to perform the work associated therewith,  but the retaining of such
entities  shall not  otherwise  relieve  SBCW from its  obligations  under  this
Agreement. The obligation of SBCW to sell Towers that it has developed to Vendor
(or SpectraSite  Wireless Towers,  Inc.) shall not apply to (i) Sites controlled
<PAGE>   23
                                                                              18

by SBCW or SBCW Parties with respect to which,  as of the date of the  Agreement
to  Sublease,  actual  construction  has  commenced,  defined as the issuance of
building  permits for such Site,  or (ii) the ETC Sites,  unless SBCW  obtains a
waiver  of the  right of first  refusal  to  purchase  the ETC  Sites  from Site
Management  Solutions,  Inc.  ("SMS") or if SMS fails to exercise  such right of
first refusal pursuant to the SMS Agreement or if such right of first refusal is
otherwise terminated or determined to be invalid or unenforceable.

(d) At any time on or before the "Final  Closing  Date" under the  Agreement  to
Sublease,  SBCW may elect to have any Towers that are being  developed by either
Vendor or by SBCW  (either  itself or through a third party  pursuant to Section
3.10(c)) become  "Substitute Sites" pursuant to the Agreement to Sublease rather
than become BTS Sites under this Agreement and the BTS Sublease.  For such Tower
to so become a Substitute  Site,  such Tower must satisfy all of the  conditions
and criteria set forth in the Agreement to Sublease for Substitute Sites and, in
addition:

(i)  if such Tower is being developed by Vendor,  no later than thirty (30) days
     before the  anticipated  date of  Completion  of such Tower,  Vendor  shall
     provide to SBCW  Vendor's  reasonable  good faith  estimate of (A) Vendor's
     actual,  direct  out-of-pocket  costs of acquiring the applicable  Site and
     developing and  constructing  such Tower  (including  all Site  acquisition
     costs and other "hard" and "soft" costs),  plus (B) Vendor's  personnel and
     related costs reasonably  allocated to such Tower based on the amount spent
     by  such  personnel  on  such  Site   acquisition   and   development   and
     construction,  and,  if SBCW  shall  elect  to have  such  Tower  become  a
     Substitute  Site  (which  election  shall be made in  writing no later than
     fifteen (15) days after receipt of Vendor's  calculation),  upon Completion
     of such  Tower,  SBCW shall  acquire  such Tower from  Vendor for an amount
     equal to the actual amounts under (A) plus (B) above (calculated as of ----
     the Completion Date), plus (C) a profit margin equal to Vendor's  customary
     profit margin for  arms-length  ---- agreements to develop Towers for third
     parties.  Following the acquisition of such Tower by SBCW, such Tower shall
     be leased to Vendor's  Affiliate,  Southern  Towers,  Inc.  pursuant to the
     Agreement  to Sublease  and shall be governed by the  Agreement to Sublease
     and the SBCW Sublease rather than by this Agreement; and

(ii) if such Tower is being  developed by SBCW (either itself or through a third
     party  pursuant to Section  3.10(c)),  and if SBCW shall elect to have such
     Tower become a Substitute  Site (which election shall be made in writing no
     later than fifteen (15) days before the  anticipated  date of Completion of
     such Tower),  then upon Completion,  such Tower shall be leased to Vendor's
     Affiliate,  Southern Towers, Inc. pursuant to the Agreement to Sublease and
     shall be governed by the Agreement to Sublease and the SBCW Sublease rather
     than by this Agreement.
<PAGE>   24
                                                                              19

         Transaction  and  transfer  costs  associated  with a Tower  becoming a
"Substitute  Site" as set forth in this  Section  3.10(d)  shall be  governed by
paragraph 7 of Schedule 3.10(c).

Section 3.11.     Available BTS Sites in Event of Condemnation.

         If prior to the execution of a Site  Designation  Supplement  for a BTS
Site, any  condemnation  occurs as to any BTS Site so as to render such BTS Site
unsuitable for the Permitted Use, Vendor shall, at the request of SBCW,  perform
all its  obligations  hereunder  in  respect  of a  replacement  site  for  such
condemned BTS Site  satisfactory  to SBCW  consistent  with the  requirements of
Article  5, as if such  replacement  site were a BTS Site  hereunder,  including
without limitation,  Acquisition of such replacement site, the construction of a
Tower and  Improvements  on any selected BTS Site  pursuant to and in accordance
with Article 6 and the further  subleasing of a portion of such BTS Site to SBCW
or its Affiliate pursuant to the BTS Sublease and a Site Designation Supplement.
The monthly  amounts  payable in respect of such  replacement  BTS Site shall be
equal to the amount of the BTS Rent that  would have been  payable in respect of
the replaced condemned BTS Site. The Site Schedule,  Scheduled Commencement Date
and Completion Date for any such  replacement site shall be determined by Vendor
and SBCW consistently with the construction schedules applicable to BTS Sites in
general.  This  Agreement  shall  survive  the Term  indefinitely  to the extent
necessary to give effect to this Section 3.11.


Section 3.12.     Additional Provisions Regarding SBCW Parties.

(a) This  Agreement  shall be binding on (i) SBCW and those other  Affiliates of
Cingular  listed in Schedule  3.12(a) hereof and (ii) all Affiliates of Cingular
which  now or  hereafter  directly  hold FCC  licenses  to  engage in the PCS or
cellular  communications  business in the FCC markets listed in Schedule 3.12(b)
annexed  hereto  (the  "BTS  Markets"),  whether  or  not  such  Affiliates  are
signatories to this Agreement (the "Designated SBCW Parties");  provided that in
the case of any SBCW Party  other than SBCW,  (i) such SBCW Party shall be bound
by this  Agreement  only so long as such SBCW Party is an  Affiliate of Cingular
and (ii) the cessation of such SBCW Party's Affiliation with Cingular shall, for
purposes of this Section  3.12, be deemed a transfer of such SBCW Party's PCS or
cellular business in an FCC market, as further provided in Section 3.12(b);  and
provided further,  that if SBCW ceases to be an Affiliate of Cingular,  it shall
no longer be bound by this  Agreement with respect to FCC markets (if any) as to
which it holds FCC  licenses  to engage  in the PCS or  cellular  communications
business (and such cessation of Affiliation  shall, for purposes of this Section
3.12,  be deemed a transfer of SBCW's PCS or cellular  business in such markets,
as further provided in Section 3.12(b)) but shall (x) remain obligated (or cause
a Person  reasonably  satisfactory  to Vendor  to be  obligated)  under  Section
3.12(b) and (c) to take the actions  referred to in clauses (i),  (ii) and (iii)
of said Sections with respect to any of SBCW Parties then bound by the Agreement
which  cease to be  Affiliates  of Cingular  as a result of the  transaction  in
question  and (y) shall  retain (or cause a Person  reasonably  satisfactory  to
<PAGE>   25
                                                                              20

Vendor to assume) its obligations  hereunder as agent and  attorney-in-fact  and
its other  obligations  which do not relate  specifically to the construction or
other provision of individual  towers (but only where,  after the application of
clause (x) of this sentence, multiple Persons which are Affiliates of each other
remain bound by this  Agreement  with respect to one or more FCC  markets).  Any
Person which  hereafter  becomes a Designated  SBCW Party (i.e., an Affiliate of
Cingular  which  directly  holds an FCC license to engage in the PCS or cellular
communications  business in a BTS  Market) (a "Future  Designated  SBCW  Party")
shall,  upon becoming such an Affiliate,  automatically  be deemed an SBCW Party
hereunder,  and, upon request,  SBCW shall promptly cause such Person to execute
and deliver to Vendor a  counterpart  of this  Agreement.  The  Designated  SBCW
Parties shall be bound by this  Agreement  only with respect to the BTS Markets.
Schedule 3.12(b) sets forth the Designated SBCW Parties in existence on the date
hereof and the BTS Markets in which they conduct business;

(b) If any SBCW Party  consummates  a "swap"  transaction  pursuant  to which it
transfers  its PCS or cellular  communications  business (the  "Original  Market
Business") in any FCC market or, in the case of a Designated SBCW Party, any BTS
Market (the "Original  Market") in exchange for another Person's PCS or cellular
communications  business (the "Swap Market Business") in another FCC market (the
"Swap Market"),  then SBCW shall, at its option, either (i) cause the transferee
of the Original  Market Business to assume all of the  transferor's  obligations
under this  Agreement  with respect to the  Original  Market (in which event the
transferor  shall have no  obligations  under this Agreement with respect to the
Swap Market),  (ii) cause the  transferor to become bound by this Agreement with
respect  to the Swap  Market  (in  which  event  the  transferee  shall  have no
obligations  under this Agreement with respect to the Original  Market) or (iii)
cause one or more SBCW Parties (which may be Future  Designated SBCW Parties) to
become bound by this Agreement with respect to one or more FCC markets which are
not  then  subject  to  this  Agreement  and  which,  in the  aggregate,  afford
build-to-suit  opportunities  comparable  to, or more  favorable to Vendor than,
those  afforded  by the  Original  Market  (in which  event the  transferor  and
transferee  shall have no  obligations  hereunder  with  respect to the Original
Market or the Swap  Market).  For purposes of this Section  3.12,  the following
shall  constitute a transfer of an SBCW  Party's PCS or cellular  communications
business  in an FCC  market:  (i) a  transfer  of such SBCW  Party's  license to
conduct  business  within  such FCC  market;  or (ii) a transfer of the stock or
other equity  interests in such SBCW Party (or in any entity which owns a direct
or indirect  interest in such SBCW Party),  or a merger,  consolidation or other
transaction, as a result of which (in each case) such SBCW Party ceases to be an
Affiliate of Cingular;

(c) If an SBCW Party  transfers  (any such transfer,  a "Market  Transfer") to a
Person  which is not an  Affiliate  of  Cingular  (a "Third  Party")  its PCS or
cellular communications business in one or more FCC markets or, in the case of a
Designated SBCW Party,  one or more BTS Markets (in each case, the  "Transferred
Markets") and such transfer is not a swap  transaction of the nature referred to
in  Section  3.12(b)  or a  transfer  required  to be  effected  for  regulatory
purposes,  then SBCW shall, at SBCW's option, either (i) cause the transferee to
<PAGE>   26
                                                                              21

assume all of the transferor's  obligations under this Agreement with respect to
one or more of such  Transferred  Markets,  and/or  (ii)  cause one or more SBCW
Parties  (which may be Future SBCW  Designated  Parties) to become bound by this
Agreement  with respect to one or more FCC markets which are not then subject to
this Agreement,  such that the Transferred Markets referred to in clause (i) and
the markets  referred to in clause (ii),  taken together,  afford  build-to-suit
opportunities comparable to, or more favorable to Vendor than, those afforded by
all of the  Transferred  Markets  included in such Market  Transfer,  taken as a
whole;  provided  that the  foregoing  requirement  shall not apply  until  SBCW
Parties have  consummated  transfers  after the date hereof to one or more Third
Parties (not  including  swap  transactions  of the nature  described in Section
3.12(b) but including transfers required to be effected for regulatory purposes)
with respect to BTS Markets with aggregate POPs at the time of such  transfer(s)
in excess of 17 1/2% of Existing POPs (the  "Threshold");  and provided  further
that in  determining  whether the Threshold has been reached SBCW shall be given
credit for the POPs of any FCC market which SBCW or an SBCW Party has elected to
make subject to this  Agreement  after the date hereof and which was not so made
subject  to  this  Agreement  pursuant  to  Section  3.12(b)  or  the  foregoing
provisions of this Section 3.12(c) (provided that SBCW shall be given credit for
a portion  of the POPs  (such  portion to be agreed to by SBCW and Vendor in the
exercise of their reasonable  discretion) of any FCC market made subject to this
Agreement  pursuant  to Section  3.12(b)  or the  foregoing  provisions  of this
Section  3.12(c) to the  extent  such  market  provides  superior  build-to-suit
opportunities  to those  afforded by the Original  Market (in the case of clause
(iii) of the first sentence of Section  3.12(b)) or the Transferred  Markets (in
the case of this Section 3.12(c));

(d) Notwithstanding  anything to the contrary contained in the foregoing, in the
case of a transfer of an SBCW Party's PCS or cellular communications business in
an FCC market or, in the case of a Designated SBCW Party, a BTS Market,  whether
in a swap  transaction  or  otherwise  (in each case,  the "Sold  Market"),  the
transferee shall be required to assume such SBCW Party's  obligations under this
Agreement  with  respect to all sites in such Sold  Market,  if any, as to which
Vendor shall have commenced performing its services hereunder and the transferee
shall have the same rights  vis-a-vis  Vendor with  respect to such sites as are
afforded the transferor under this Agreement (or, in the alternative, SBCW shall
reimburse  Vendor for its costs incurred in performing  such  services).  In the
event the assignee elects to assume such  obligations,  Vendor and such assignee
shall enter into an agreement  that affords  Vendor and such  assignee  relative
rights in respect of the applicable  sites no less favorable to such assignee or
Vendor than those afforded SBCW or Vendor, as applicable, under this Agreement;

(e) SBCW shall,  not less than fifteen (15) days prior to effecting any transfer
of an SBCW Party's PCS or cellular communications business in any FCC market (or
in the case of a Designated  SBCW Party,  in a BTS Market),  give Vendor written
notice of such transfer. In addition,  promptly after any Future Designated SBCW
Party becomes an Affiliate of Cingular,  SBCW shall give notice of such event to
Vendor;
<PAGE>   27
                                                                              22

(f) If, under the preceding provisions of this Section 3.12, any Person which is
not an Affiliate of Cingular  becomes bound by this Agreement with respect to an
FCC market,  then such Person and the applicable  Affiliate of Vendor shall,  at
the time such Person  becomes so bound,  enter into New Sublease  Documents  (as
defined in the BTS Sublease) with respect to such FCC market;

(g) SBCW  represents and warrants that the SBCW Parties which are signatories to
this  Agreement  were,  as of  April 4,  2000,  all of the  subsidiaries  of SBC
Communications  Inc.  which  directly  held FCC licenses to engage in the PCS or
cellular  communications  business in the  Territory  (except for  businesses in
Indianapolis  and New  Orleans)  and  that  since  April  4,  2000  none of such
subsidiaries  has sold or  otherwise  transferred  any portion of such  business
(except for businesses in Indianapolis and New Orleans). SBCW further represents
and warrants that the SBCW Parties which are  signatories  to this Agreement are
direct or indirect  subsidiaries of SBCW or (to the extent set forth in Schedule
3.12(b) annexed hereto) SBC Communications Inc.

                                   Article IV
                             Vendor's Undertakings.

Section 4.01.     Vendor's Undertakings.

(a) Commencing on the Effective Date of this Agreement, Vendor agrees to furnish
the  Services  for and on  behalf of SBCW and to  perform  such  Services  in an
expeditious  manner consistent with the interests of SBCW. In the performance of
the Services, Vendor shall furnish its best skill and judgment (i) in accordance
with the  standards  established  by the  industry,  (ii)  consistent  with good
development and construction  practices and efficient business practices,  (iii)
utilizing  skill and  judgment  available  throughout  its  organization  in the
performance  of this  Agreement to provide its  professional  knowledge,  ideas,
experience and abilities  relating to the design,  scheduling,  development  and
construction  of  the  Towers  and  Improvements,   and  (iv)  in  a  competent,
professional and efficient manner.

(b) Vendor shall keep SBCW fully informed of all Governmental  Requirements that
affect,  in any material  respect,  the Services to be performed  hereunder  and
shall  promptly  notify in writing SBCW of any part of the Project that does not
comply with any  Governmental  Requirements  to the extent  Vendor is or becomes
aware of such noncompliance.

(c) In addition to the Services,  as described in this  Agreement,  Vendor shall
have such other duties and responsibilities  reasonably and customarily required
for developments  similar to the development of each BTS Site as may be required
or  necessary  from time to time during the design,  development,  construction,
equipping   and   Completion   of  each  BTS  Site,   which  other   duties  and
responsibilities  shall be  deemed to be  within  the  scope of this  Agreement;
provided,  however,  that SBCW shall not incur any costs or  expenses  for or in
connection with any such services for BTS Sites.
<PAGE>   28
                                                                              23

Section 4.02.     Governmental Requirements and Permits.

(a) Vendor shall obtain, or cause to be obtained, the consent or approval of all
Governmental  Authorities and all Permits  necessary for the development of each
BTS Site.  Vendor  shall  advise  SBCW in  writing  of any  potential  issues or
problems,  including without  limitation any delays in connection with obtaining
any approvals from Governmental Authority.

(b) Vendor shall coordinate and manage all  professional and technical  services
required in connection with the  preparation and filing of applications  for and
obtaining all Permits Vendor shall be responsible  for diligently  preparing and
filing all applications for, and pursuing and obtaining, the Permits.

(c) Permits will be filed by Vendor in its own name,  except where prohibited by
applicable laws, and SBCW shall assist Vendor in securing all such Permits.

(d)  Vendor  shall use its best  efforts  to obtain  any  Permits  necessary  to
commence  construction of the Tower and  Improvements on or before the Scheduled
Commencement Date with respect to each BTS Site, and shall, unless otherwise set
forth in the Site  Schedule,  prepare and file an  application  for the required
Permit or Permits  with the  applicable  Governmental  Authority  not later than
thirty (30) days after the date of the  applicable  Notice to Proceed.  Vendor's
efforts relating to obtaining any Permits shall include, without limitation, the
approval  of any  necessary  rezoning of such BTS Site,  grant of any  variance,
vacating of any right-of-way,  issuance of any order or other action that may be
necessary,  or  obtain  any  other  land use  approval  necessary,  to  commence
construction  of the Tower and  Improvements  on such BTS Site. If, despite such
efforts, any Permits required to be obtained before commencement of construction
have not been  obtained  or could not have  been  obtained  as of the  Scheduled
Commencement  Date, then Vendor shall continue,  if SBCW agrees, to exercise its
best efforts,  for a period of at least one (1) year, to obtain any such Permits
as  promptly  as  possible,  and,  subject to  Section  4.02(e),  the  Scheduled
Commencement  Date will be adjusted to reflect all additional time which will be
required for the performance of any of the duties or obligations of Vendor under
this Agreement as a result of the delay in obtaining the Permits. The failure to
obtain  any such  Permit  shall  not in and of  itself  constitute  a breach  of
Vendor's obligations hereunder. However, the failure of Vendor to perform any of
its  obligations  set forth in this  Section  4.02 shall  constitute a breach of
Vendor's  obligations under this Agreement,  which, if not cured as contemplated
by Section 13.01(a)(i), would constitute an event of default hereunder.

(e) If Vendor has not obtained any Permit  required for the  Construction of the
Tower and  Improvements on any BTS Site, or for the Permitted Use thereof or any
other required Permit by the applicable Scheduled Commencement Date set forth in
the  applicable  Site  Schedule,  but in no event later than one hundred  twenty
(120) days after SBCW issues a Notice to Proceed for any BTS Site,  then, at any
time thereafter,  SBCW will have the right, at SBCW's sole option, to (i) assume
<PAGE>   29
                                                                              24

responsibility for obtaining such Permit by written notice to Vendor, and Vendor
shall  reimburse  SBCW for any costs,  fees, or expenses  (including  reasonable
attorneys'  fees and expenses)  incurred in pursuing and obtaining  such Permit;
provided,  however, that any reimbursement in excess of $20,000 shall be subject
to Vendor's pre-approval;  provided,  further,  however, that if Vendor fails to
approve any  reimbursement in excess of $20,000,  then SBCW shall have the right
to pursue  obtaining  such  Permits and shall be liable for any costs,  fees and
expenses  incurred in connection  therewith in excess of $20,000,  and provided,
further,  however,  that any  election  under  this  clause (i) shall be without
prejudice to SBCW's right to elect either one of the options set forth in clause
(ii) or (iii) below with  respect to such BTS Site;  (ii) reject the BTS Site at
no cost or  expense to SBCW,  whereupon  SBCW shall have the right to engage any
Person to perform  Services in respect to such BTS Site or an  alternative  site
within the  applicable  SARF;  or (iii)  reject the BTS Site and cause Vendor to
propose  additional  potential cell sites as  alternatives,  in accordance  with
Section 5.01. If SBCW makes the election in clause (ii) above and shall,  either
itself or through a third  party,  acquire a site and develop a tower within the
applicable  SARF, then the provisions of Section 3.10(c) hereof shall govern the
acquisition  of such site,  the  development  of such tower and the sale of such
tower to Vendor.

(f) Vendor shall comply with all  Governmental  Requirements  in performing  its
obligations  under this  Agreement,  the BTS Sublease and each Site  Designation
Supplement. Vendor shall indemnify, and hold harmless, each SBCW Indemnitee from
and  against  any Claims  (including  without  limitation  any fine,  penalty or
damage)  arising  out of  Vendor's  failure  to  comply  with  any  Governmental
Requirements  including,  without  limitation,  zoning  laws  and  FAA  and  FCC
regulations.

(g) If SBCW  determines  that  Vendor's  proposed  Tower  height  would cause an
extension  of time to obtain  any  Permit  beyond  the  period  set forth in the
applicable Site Schedule,  Vendor shall, at SBCW's written  request,  revise the
Due  Diligence  Package to provide a Tower height which,  while  meeting  SBCW's
requirements,  will,  in  SBCW's  judgment,  be  permitted  in a timely  fashion
consistent  with  the  applicable  Site  Schedule;  provided,  however,  that in
revising the Due  Diligence  Package,  Vendor shall have the right to pursue (i)
Permits  for  a  Tower  which  meets  SBCW's   requirements  but  which  can  be
subsequently  modified  to  increase  the  height  of the Tower in order to meet
Vendor's  requirements and/or (ii) simultaneous  Permits for the construction of
(1) a temporary  structure which satisfies SBCW's  requirements,  if all Permits
for such  temporary  structure  can be obtained  within the time provided in the
applicable  Site Schedule,  and (2) a permanent  Tower with greater height which
meets both SBCW's and Vendors requirements.  In the event that SBCW installs its
Communications  Equipment on any  temporary  tower  structure  prior to Vendor's
completion  of obtaining  permits and  constructing  a higher  permanent  Tower,
following  completion  of such higher  permanent  Tower,  SBCW's  Communications
Equipment  shall be relocated to the  permanent  Tower at Vendor's sole cost and
expense, and under the direction of SBCW
<PAGE>   30
                                                                              25

(h) Notwithstanding  anything to the contrary contained herein,  Vendor may, but
shall not be required to file or pursue any appeal or other similar action to be
filed  with a court  of  competent  jurisdiction  ("Permit  Appeal  Action")  in
connection  with obtaining  Permits;  provided,  however,  that Vendor shall not
pursue a Permit  Appeal Action that in any way involves SBCW or uses SBCW's name
or  represents  any  interest of SBCW absent  prior  consultation  with SBCW and
express  written  consent from SBCW to take such Permit  Appeal  Action.  Vendor
shall  notify  SBCW if Vendor  desires to  initiate  Permit  Appeal  Action with
respect to any BTS Site and,  following  the giving of such  notice,  SBCW shall
promptly  respond in writing  whether it has any objection to Vendor  initiating
such Permit Appeal Action. If SBCW shall so object, then SBCW shall no longer be
obligated  under  Section  3.10 to  exclusively  engage  Vendor to  perform  the
Services  on such BTS  Site and SBCW  shall  be free to  engage  any  Person  to
construct Tower,  Improvements and Constructed Improvements on such BTS Site and
perform any Services in connection therewith.

                                    Article V
                             Pre-Construction Phase

Section 5.01.     Proposal of BTS Sites; Development Plan.

(a) From time to time during the Term in  connection  with SBCW's need for a new
Tower,  SBCW shall issue a search area request form ("SARF") to Vendor  pursuant
to Attachment A to Annex C attached hereto. Promptly after receipt of each SARF,
but in no event  later than  thirty  (30) days after the giving of such  notice,
Vendor shall perform  searching  services in the search area  designated in such
SARF by using  diligent,  good faith efforts,  consistent with the standards set
forth in  Section  4.01,  to  identify  at least  three (3)  potential  BTS Site
locations,  unless  otherwise  agreed,  within each radio frequency  search area
identified  in such SARF and to prepare a  preliminary  Site Schedule and a Site
Data Package  collecting the information set forth in Annex G-1 attached hereto,
to the extent  required  by SBCW prior to  issuance of the Notice to Proceed for
presenting  such potential sites to SBCW for final  selection.  No site shall be
required to be proposed unless Vendor  reasonably  believes that such site meets
the  requirements  for proposed BTS Sites set forth in Annex L to this Agreement
(the "Minimum  Standards for BTS Sites") of this  Agreement for BTS Sites in all
material  respects and that it will be  possible,  with the exercise of diligent
efforts,   to  obtain  the  Permits   necessary  to  construct   the  Tower  and
Improvements.  Within fifteen (15) days after receipt of Vendor's proposal, SBCW
shall in writing either accept or, if SBCW  reasonably  believes that such sites
do not satisfy the standards set forth in Annex M or would not  accommodate  the
configuration  of equipment  designated  in Annex K (such  conditions,  the "SBC
Minimum Requirements"), reject one or more of the proposed BTS Sites and, in the
event SBCW accepts such  proposed  site,  such site shall become a BTS Site.  If
none of the sites  proposed by Vendor for any search area are  accepted by SBCW,
Vendor shall have an additional thirty (30) days in which to propose  additional
potential BTS Sites.  SBCW shall accept one or more of the  additional  proposed
BTS Sites or, at SBCW's option, in the event that SBCW reasonably  believes that
such sites do not satisfy the SBC Minimum Requirements,  reject the proposed BTS
<PAGE>   31
                                                                              26

Sites in writing within fifteen (15) days after receipt of Vendor's proposal. If
SBCW shall  accept more than one proposed  BTS Site or  additional  proposed BTS
Site,  then  Vendor may, in its  reasonable  judgment,  select one such Site and
pursue  that  Site  rather  than the  others  accepted  by SBCW.  If none of the
proposed BTS Sites are accepted by SBCW or if Vendor is unable,  notwithstanding
diligent efforts,  to propose a site that meets the requirements of this Section
5.01  within the time  period  set forth  herein,  Vendor  shall have no further
obligation  to search for  potential  sites in response  to such SARF,  and SBCW
shall be entitled to pursue such site without reference to this Agreement.

(b) Vendor will provide SBCW with methodology for each search ring and keep logs
demonstrating  reasons for rejecting  potential BTS Sites,  including why viable
alternative  locations were  rejected.  SBCW has the right to inspect these logs
upon reasonable notice.

(c) SBCW's right to select any proposed BTS Site as a BTS Site shall not relieve
or release Vendor from performing any of its obligations hereunder in respect of
such  BTS  Site or  otherwise  affect  any of  Vendor's  obligations  hereunder.
Together with SBCW's  written  notice of the  acceptance of a proposed site as a
BTS Site, SBCW shall deliver to Vendor a Notice to Proceed with respect such BTS
Site in the form of Annex D attached  hereto,  to be  completed  and returned to
SBCW in accordance  with Section 5.02.  Acceptance of the proposed BTS Site does
not constitute final  acceptance of the construction  which shall be governed by
Section 6.12 hereof.

(d) Not later  than ten (10) days  after  receipt of the Notice to Proceed as to
any BTS Site,  Vendor  shall  prepare for the  Development  of each BTS Site and
shall submit to SBCW for its approval,  which approval shall not be unreasonably
withheld or  delayed,  an  Implementation  Plan and a final Site  Schedule  with
respect to such BTS Site,  which  shall  include,  among  other  things,  design
services,  preparation of a development  plan, and  coordination of construction
activities.

Section 5.02.     Due Diligence

         During the pre-construction  phase, Vendor shall, on its own or through
one or more qualified  consultants  approved by SBCW: (i) compile and review all
reasonably  available  existing data with respect to each BTS Site from an owner
or a ground  lessor  of such BTS Site and any and all  Governmental  Authorities
having  jurisdiction  thereof,  and any  other  Persons  who may  have  relevant
information necessary to develop each BTS Site; (ii) for TowerCo Existing Sites,
within ten (10) days following  acceptance by SBCW pursuant to Section  3.02(a),
Vendor shall provide  Compliance Data to SBCW,  (iii) on new construction of BTS
Sites,  Vendor  shall  within  ten (10) days  from  initial  acceptance  by SBCW
pursuant to Section 5.01,  provide the 1A survey and proposed heights and power/
emissions  data to SBCW for  requisite  filing with the FAA and within three (3)
months provide  environmental  compliance data which will be required before FCC
Form 854 can be filed to register the  structure;  (iv) Vendor shall cause to be
<PAGE>   32
                                                                              27

performed  any  and  all  analyses,  examinations,   investigations,  tests  and
inspections  of each BTS Site,  including,  but not  limited  to,  environmental
studies,  surveys,  geotechnical studies, soil borings and the like and cause to
be accurately  completed and returned to SBCW with respect to each BTS Site, the
Due Diligence  Package in the form attached  hereto as Annex G-2  containing all
necessary or reasonably  available  information;  (v) make, or cause to be made,
inquiries of all Governmental  Authorities and Persons who will furnish electric
power, telephone service or any other utility to each BTS Site as to any matters
which may affect or be necessary to the  Development  of each BTS Site; and (vi)
determine all  Governmental  Requirements  necessary for the Development of each
BTS Site, including, but not limited to, the Tower and Improvements, zoning laws
or  regulations.  Vendor shall perform or supervise the activities  described in
items (i) through (vi) above,  and,  shall deliver to SBCW copies of all written
reports,  memoranda  or material  correspondence  prepared by or for Vendor with
respect to the  foregoing.  SBCW and Vendor  shall each have the right to reject
any BTS Site that in the respective  party's  reasonable  belief fails to comply
with the SBC Minimum  Requirements  or the Minimum  Standards for BTS Sites,  as
applicable,  or other requirements of this Agreement based on the results of the
information  contained in Site Data  Package,  Compliance  Data,  Due  Diligence
Package or other due diligence performed by Vendor or SBCW, as applicable.

         If,  notwithstanding  Vendor's  diligent  efforts,  Vendor is unable to
acquire or  negotiate  a Ground  Lease for any site which  meets the SBC Minimum
Requirements and which is otherwise reasonably  acceptable to Vendor by the date
on which the  construction  phase is to commence  pursuant to the Site Schedule,
the Vendor  shall not be required  to acquire or enter a Ground  Lease for or to
construct  or complete  such site.  In such event,  SBCW shall have the right to
engage  any  Person  to  perform  Services  in  respect  to such  BTS Site or an
alternative site within the applicable  SARF;  provided,  however,  that if SBCW
shall  exercise  such right and shall,  either  itself or through a third party,
acquire  a Site  and  develop  a tower  within  the  applicable  SARF,  then the
provisions of Section  3.10(c) hereof shall govern the acquisition of such Site,
the development of such tower and the sale of such tower to Vendor.

Section 5.03.     Utilities.

         Vendor shall  negotiate with the utility  companies  servicing each BTS
Site a plan for the  provision  of services to such BTS Site  including  without
limitation  electricity,  and other shared utilities  required on each BTS Site.
Vendor shall make applications for such utility companies to furnish services to
such BTS Site as may be adequate for the  Permitted  Use of the BTS Site by SBCW
and all Space  Subtenants.  Vendor shall cause such utility companies to provide
connections  to such BTS  Site.  In the  case of  telephone  company  connection
facilities,  all obligations shall remain with Vendor to the effect  connections
required  for the  Permitted  Use of the BTS Site under the BTS  Sublease,  with
exception  that Vendor  shall  utilize  SBCW as its agent to work with the local
telephone company on the development of the servicing plan. SBCW shall reimburse
Vendor for the cost of procuring  and  installing  the  connections  referred to
herein,  such  reimbursement  to be allocated  on an equitable  basis with other
lessees of space on the Tower.
<PAGE>   33
                                                                              28

                                   Article VI
                               Construction Phase

Section 6.01.     General.

(a) The parties shall hold progress  meetings,  and Vendor shall submit progress
reports to SBCW, in accordance  with the  Implementation  Plan or otherwise on a
weekly,  bi-weekly or monthly basis as may be agreed between  parties.  Progress
reports will show for each BTS Site, at a minimum, and not by way of limitation,
all dates and  schedules  referred  to in the  Implementation  Plan and the Site
Schedule,   any  anticipated  delays,  other  relevant   information,   and  the
corresponding activity period. Included in the information provided by Vendor to
SBCW shall be an estimate of when the  equipment  shelter can be placed and when
the equipment can be activated.  In addition,  SBCW may request and Vendor shall
facilitate  progress  meetings  with  Vendor's key managers and  subcontractors,
including the establishment of oversight  committees to monitor specific work in
progress on BTS Sites at times and  locations  agreed upon by SBCW and Vendor in
writing  no less than seven (7) days prior to such  meetings.  Progress  reports
shall be for planning purposes and monitoring compliance with this Agreement.

(b) Should any information or approval be required from SBCW as Work progresses,
Vendor shall  request such  information  or approval in writing.  Said  requests
shall  be  submitted  sufficiently  in  advance  of  the  date  upon  which  the
information  or approval  is needed,  but in no event less than five (5) days in
advance of such date,  to permit SBCW to act without  affecting  the progress or
sequence  of the  Work.  Such  request  shall  provide a  reasonable  time for a
response by SBCW.

(c) Vendor shall,  on a periodic  basis (but not less  frequently  than weekly),
review the progress of the  construction,  evaluate the percentage of completion
of each BTS Site as indicated in the Implementation Plan and the applicable Site
Schedule.  The  construction  schedule report shall be distributed not less than
weekly  during  the  construction  phase of the  Project  indicating  the actual
progress  compared to the scheduled  progress of the Work in accordance with the
applicable  Site  Schedule.  The reports shall  compare the actual  construction
dates to scheduled construction dates for each BTS Site.

(d)  Following  completion  of the Tower and  Improvements,  Vendor has five (5)
Business Days in which to provide  Completion  Data to SBCW.  Upon acceptance of
the Completion Data, SBCW shall, within five (5) Business days of receipt of the
Completion  Data,  either issue  approval of this  Completion  Data or provide a
written  explanation  of the  deficiency if SBCW does not accept the  Completion
Data.

Section 6.02.      Performance of the Work

         Vendor shall have the responsibility and obligation to perform the Work
in accordance with Annex A. Vendor shall provide a management team or a

<PAGE>   34
                                                                              29

representative on each BTS Site to provide supervision and administration of the
Completion  of the Work for each  such BTS  Site.  Vendor  shall  establish  and
implement  coordination and  communication  procedures  between Vendor and SBCW.
Vendor shall  establish and implement  procedures  for reviewing and  processing
requests  for   clarifications  and   interpretations  of  the   Specifications,
including, without limitation,  drawings and technical specifications,  schedule
adjustments,  and such other  procedures  as may be  required  to  Complete  the
Project. Vendor shall receive operation and maintenance manuals,  warranties and
guarantees for materials and equipment used in the Completion of the Project and
shall deliver this information to SBCW upon Completion of the Project.

Section 6.03.     Implementation Plan.

         The Implementation  Plan will set forth in detail the various tasks for
construction   and  completion  of  the   construction  of  the  Tower  and  the
Improvements for each BTS Site. Any material changes in the Implementation  Plan
shall be subject to written approval by SBCW, not to be unreasonably withheld or
delayed.  Vendor shall  commence the Work pursuant to the  Implementation  Plan,
using such means and methods of  construction  as will  maintain the progress of
the Work  substantially  in accordance  with the Site Schedule for each BTS Site
and shall cause  Completion of each BTS Site in accordance with the requirements
of the Site Schedule for such BTS Site.

Section 6.04.     Site Schedule.

(a) To enable the Towers  and the  Improvements  to be  planned,  scheduled  and
Completed in an orderly and expeditious  manner,  Vendor acknowledges and agrees
that each Site Schedule  shall be consistent  with the  Specifications  and each
stage of the Implementation Plan. As shall be provided in each Site Schedule for
a BTS Site, following finalization of construction plans and receipt of required
regulatory  approvals,  Vendor  has eight (8) weeks to  construct  the BTS Site.
Vendor and SBCW may agree to extend  this date for a BTS Site in the  applicable
Site Schedule or otherwise in a writing between the parties.

(b) Upon the occurrence of an event of Force Majeure,  the Site Schedule for any
affected BTS Site shall be adjusted to reflect all additional time which will be
required for the performance of any of the duties or obligations of Vendor under
this Agreement as a result of such event,  which  adjustment shall be subject to
the prior written approval of SBCW, not to be unreasonably withheld or delayed.

(c) Except as set forth in Section 6.04(b) as to an individual BTS Site, no Site
Schedule for any BTS Site shall  change,  and Vendor will have no right to cause
any such change,  without prior written reasonable approval by SBCW. Within five
(5)  Business  Days after the receipt of any request from Vendor for a change to
any Site  Schedule,  SBCW shall  notify  Vendor in writing  of its  approval  or
disapproval of such proposed change. Failure of SBCW to respond within said five
(5) Business Day period shall  constitute  and be deemed an  acceptance  of such
requested change unless the change is, or results in an extension of the
<PAGE>   35
                                                                              30

Scheduled  Completion Date by more than thirty (30) days with respect to any BTS
Site,  in which case SBCW must approve such change in writing  before it becomes
effective, such approval not to be unreasonably withheld.

(d) Vendor  acknowledges  and agrees that it has an  affirmative  obligation and
responsibility  promptly to notify SBCW of any circumstance which affects or may
affect any Site  Schedule in any  material  respect and the extent to which such
Site Schedule may be affected as a result of such circumstance.

Section 6.05.     Quality Review.

         Vendor shall  establish  and implement a program to monitor the quality
of the construction, as set forth in the Implementation Plan. The purpose of the
program  shall be to assist in guarding  against  defects and  deficiency in the
Work.  At any time and from  time to time,  SBCW  may,  in its  discretion,  and
without need to demonstrate cause, conduct an independent program to monitor the
quality  of the  construction  and  Vendor's  compliance  with  its  obligations
hereunder.

Section 6.06.     Compliance  with  Requirements, Permits,  Bonds and  Insurance
during Construction

         Vendor  shall  comply  with  all   Environmental,   Health  and  Safety
Requirements  as  they  relate  to  the  construction  of  the  Towers  and  the
Improvements  or the provision of  Collocation  Services in connection  with the
Project.  Vendor  shall,  at its own cost and expense,  procure and maintain all
licenses and permits required by local, state or federal regulatory agencies and
authorities with respect to the  construction,  and shall comply with all local,
state and federal laws,  ordinances,  rules and  regulations  applicable to this
Agreement.  SBCW has the right to audit Vendor's  compliance with Environmental,
Health and Safety  Requirements upon reasonable  notice.  Vendor shall indemnify
and hold  harmless  each of the SBCW  Indemnitees  from and  against  any  fine,
penalty or damage arising out of the failure by Vendor, its Affiliates or any of
their respective employees,  agents,  contractors,  subcontractors,  advisors or
consultants  to comply  with any such  laws,  ordinances,  rules or  regulations
including,  without  limitation,  zoning  laws and FAA  regulations  unless such
failure arises from SBCW's willful or negligent conduct. Vendor shall obtain, or
cause to be  obtained,  all  required  bonds and  insurance,  including  without
limitation the insurance  required under Article 10,  necessary or advisable for
the commencement of construction and Completion of the Work with respect to each
BTS Site or the provision of Collocation Services.

Section 6.07.     Work Permits.

         Vendor shall be the applicant for any and all necessary Permits for the
applicable  Work.  Vendor  shall  coordinate  and  manage all  professional  and
technical  services  required in connection  with the  preparation and filing of
applications  for and obtaining  all Permits.  Vendor shall be  responsible  for
ensuring  that all  applications  for the Permits are  diligently  prepared  and
filed, and pursued and obtained.
<PAGE>   36
                                                                              31

Section 6.08.     Construction by Vendor.

(a) Vendor,  at Vendor's  sole cost and expense,  shall cause the Towers and the
Improvements to be constructed and installed diligently and in a timely fashion,
with workmanship and materials in accordance with standards generally prevailing
in the industry and in any event,  in accordance  with the  Specifications,  the
Implementation  Plan for each BTS Site and all applicable  laws.  SBCW will have
the right to approve  or reject the  quality  of all  materials,  equipment  and
systems to be used in the  Completion  of the Towers and  Improvements  that are
different  from or not in  conformity  with  the  Specifications.  Vendor  shall
supervise the work and activities of the contractors,  subcontractors, engineers
and  other  Persons  engaged  in  the  design,  development,   construction  and
installation of the Towers and Improvements. Vendor shall obtain, or cause to be
obtained,  all  warranties.  Vendor shall cause the  construction of a Tower and
other Improvements on each BTS Site in accordance with this Agreement, including
the applicable Site Schedule and on or before the Site Completion Date.

(b) If SBCW  reasonably  requests  changes to the  Specifications,  Vendor shall
promptly  make such  changes to the  Specifications  and SBCW  shall  adjust the
Implementation  Plan,  the  Site  Schedule  for  any  affected  Site,  as may be
necessary or  required,  in SBCW's  reasonable  judgment  provided  that (i) the
change in the  Specifications  would not have a material  adverse  effect on the
Permitted Use under the BTS Sublease or on the BTS Site generally; and (ii) SBCW
pays any  reasonable  costs  incurred  by Vendor and  directly  attributable  to
implementation of such changes.

Section 6.09.     Site Data.

         In performing Services hereunder,  Vendor shall compile data concerning
each  BTS  Site and  furnish  such  data to  SBCW,  all in  accordance  with the
procedures set forth in Annex C and Annex G,  including all Compliance  Data and
Completion Data.

Section 6.10.     Warranty.

         Vendor  does  hereby   warrant  and   guarantee   that  the  Tower  and
Improvements  on each BTS Site and all  workmanship  and materials  incorporated
therein will be constructed in accordance  with the  Specifications  and will be
free from  defects in  workmanship  and  materials:  (i) as to the Tower (to the
extent constructed by Vendor as opposed to SBCW), for a period commencing on the
Completion  Date for such BTS Site and ending upon the expiration of the term of
the Site Designation  Supplement,  after giving effect to any and all extensions
thereof,  and (ii) as to the Improvements  and Constructed  Improvements (to the
extent  made by  Vendor  as  opposed  to  SBCW),  for a  period  of one (1) year
commencing on the  Completion  Date (the  "Warranty  Period").  In addition,  at
SBCW's request,  Vendor shall assign to SBCW a nonexclusive right to enforce all
warranties  respecting  materials used by Vendor in Completing each BTS Site and
shall secure any and all consents from the  suppliers of such  materials to make
such  assignment  effective or enforce any such warranties on behalf of SBCW. If
any defect or deviation  should exist,  develop,  be discovered or appear within
<PAGE>   37
                                                                              32

the Warranty  Period,  Vendor,  at its sole cost and expense,  immediately  upon
demand, shall fully and completely repair,  correct and eliminate such defect or
deviation.  The foregoing  warranties  and  guarantees  are cumulative of and in
addition to, and not restrictive of or in lieu of, any and all other  warranties
and  guarantees  provided  for or  required  by the  Specifications,  any  other
provision of this Agreement or applicable laws, and shall survive the expiration
or termination of this Agreement.

Section 6.11.     Access and Inspection.

(a) The construction  shall be performed in such a manner as will permit SBCW to
inspect each BTS Site. SBCW may, at its election, conduct or have conducted such
inspections as it deems  necessary at each BTS Site. If SBCW notifies  Vendor of
any observed defects or nonconformities  with the  Specifications,  Vendor shall
promptly  correct  any defect or  nonconformity  in such time and manner as will
permit Completion of each BTS Site in accordance with the Site Schedule for such
BTS Site. The failure of SBCW to inspect any BTS Site, however,  will not in any
way limit,  waive, or otherwise affect the rights of SBCW with respect to any of
Vendor's warranties or obligations under this Agreement.

(b) SBCW will have  access to any BTS Site during all  working  hours,  and will
have the right to observe the Work performed; provided, however, that SBCW shall
not  delay,  hinder  or  interfere  with the  performance  of the  Work.  SBCW's
inspection  of any Work will not  relieve  Vendor of any of its  obligations  to
perform the Work in accordance with this Agreement, including without limitation
the  Specifications,  except  to  the  extent  a  specific  deviation  from  the
Specifications  at any BTS Site is or has been accepted in writing by SBCW. Work
found not to be in  accordance  with the  Specifications  shall be  replaced  or
re-performed  by  Vendor,  except to the extent a  specific  deviation  from the
Specifications  is or has been  accepted in writing by SBCW.  SBCW will have the
right  to  reject  materials  and  workmanship  which  are  defective  or not in
conformance  with the  Specifications.  Rejected  Work at any BTS  Site  must be
promptly  removed  from  such BTS  Site.  Failure  on the part of SBCW to reject
defective or nonconforming  Work will not be construed to imply an acceptance of
such  Work;  provided,  however,  to the extent a  specific  deviation  from the
Specifications  is or has been accepted in writing by SBCW, such deviation shall
not be deemed to be defective or nonconforming Work.

(c) Should SBCW consider it necessary or advisable at any time before Completion
to examine Work already  completed  therein,  Vendor shall,  on request of SBCW,
promptly furnish all necessary facilities, labor, and material for that purpose.
If such Work is found to be defective in any material respect,  Vendor shall pay
all  expenses of such  examination.  If,  however,  such Work is not found to be
defective  in any  material  respect,  SBCW  shall  pay  all  expenses  of  such
examination  and  restoration  of the Work. The Site Schedule as to affected BTS
Site shall be equitably adjusted.
<PAGE>   38
                                                                              33

Section 6.12.     Completion.

(a) Promptly  following the Completion of the Work at any BTS Site in accordance
with  the  requirements  of the  Specifications  and  the  requirements  of this
Agreement,  including  without  limitation the construction of the Tower and the
Improvements on such BTS Site and the performance of the final cleanup  thereon,
Vendor shall issue a Completion  Certificate  with respect to such BTS Site. Not
later than twenty (20) days after receipt of such Completion  Certificate,  SBCW
shall provide  Vendor with written  notice stating (i) SBCW agrees that the Work
as to such BTS Site is  Completed,  in which  case SBCW shall  countersign  such
Completion  Certificate within such 20-day period, or (ii) SBCW rejects such BTS
Site as not  Completed,  provided  SBCW  includes an  explanation  in reasonable
detail of the  respects in which such BTS Site is not  Completed  and provides a
punch-list in the form of Annex E annexed  hereto (the "Punch List")  indicating
the  particulars  of any  alleged  deviation  from the  Specifications  or other
requirements  of Vendor  hereunder.  Vendor shall  promptly,  but not later than
within  thirty (30) days of the date of the Punch List,  and at its own cost and
expense, correct any such non-compliance or deviation. Subject to the provisions
of  Section  6.12(d),  SBCW  shall  commence  payment  to Vendor of the BTS Rent
applicable to such BTS Site  pursuant to the BTS Sublease:  (i) if SBCW fails to
either  countersign  the  Completion  Certificate or issue the Punch List within
twenty  (20) days after  SBCW's  receipt  of the  Completion  Certificate,  upon
expiration  of such 20-day  period;  (ii) if SBCW  countersigns  the  Completion
Certificate  within such 20-day period,  when SBCW  countersigns  the Completion
Certificate;  (iii) if SBCW issues the Punch List within such 20-day  period and
the site is Substantially  Complete, when SBCW issues the Punch List; or (iv) if
SBCW  issues  the Punch  List  within  such  20-day  period  and the site is not
Substantially Complete, when the site is Substantially Complete.

(b) In addition to any right SBCW may have under  Section  6.11,  SBCW will have
the  right to (i)  inspect  any BTS Site at any time  after  SBCW  receives  the
notification under Section 6.12(a) and prior to any date on which the Completion
Certificate is executed and (ii) notify Vendor in writing if such  inspection by
SBCW reveals  that  Completion  has not  occurred  with respect to any BTS Site.
Promptly after receipt of any such notification, Vendor shall promptly cause any
unperformed Work to be performed.

(c) Upon issuance of the Completion  Certificate  with respect to a BTS Site and
SBCW's  countersigning  thereof,  such BTS Site shall constitute a completed and
accepted  BTS Site (a  "Completed  BTS  Site").  SBCW  shall  have the  right to
commence the installation of its Communications Equipment at a BTS Site from and
after  Substantial  Completion  thereof or, with Vendor's prior written  consent
(not  to be  unreasonably  withheld  or  delayed),  prior  to  such  Substantial
Completion.

(d)  Notwithstanding  Sections  6.12(a)  and  (c),  if at any  time  before  the
execution of the Completion  Certificate or the Site Designation Supplement with
respect to any BTS Site, SBCW commences the  installation of its  Communications
Equipment or  Improvements  on such BTS Site,  the parties  shall deliver a Site
<PAGE>   39
                                                                              34

Designation Supplement with respect to the applicable BTS Site and SBCW shall be
obligated to pay Vendor (or SpectraSite  Wireless Towers,  Inc., an Affiliate of
Vendor)  the  applicable  BTS Rent  with  respect  to such BTS  Site;  provided,
however,  that in either  case SBCW shall have the right to defer,  accrue,  and
withhold  payment of, the  applicable BTS Rent until such BTS Site is Completed.
Not later than thirty (30) days after any such BTS Site is Complete,  SBCW shall
pay such accrued BTS Rent, without interest.

                                   Article VII
                             Guaranty Of Obligations

Section 7.01.     TowerCo Parent's Guaranty.

(a) TowerCo Parent hereby unconditionally guarantees to SBCW the full and timely
performance  and  observance  of all of the  terms,  provisions,  covenants  and
obligations of Vendor under this Agreement (the  "Obligations").  TowerCo Parent
agrees that if Vendor  defaults at any time during the term of this Agreement in
the  performance  of any of the  Obligations,  TowerCo  Parent shall  faithfully
perform and fulfill all Obligations  and shall pay to SBCW all attorneys'  fees,
court costs,  and other expenses,  costs and  disbursements  incurred by SBCW on
account of any  default by Vendor  and on  account  of the  enforcement  of this
guaranty.

(b) If Vendor  defaults  under this  Agreement  and SBCW  elects to enforce  the
provisions of this Section 7.01, SBCW shall promptly give TowerCo Parent written
notice  thereof,  which notice  shall  constitute  an exercise of SBCW's  rights
against TowerCo Parent  pursuant to this Section 7.01.  Following the receipt of
such notice by TowerCo Parent, TowerCo Parent shall have the same period of time
as is afforded to Vendor  under this  Agreement to cure such default but no such
cure period shall diminish the  obligations of TowerCo Parent under this Section
7.01.

(c) This guaranty  obligation of TowerCo  Parent shall be enforceable by SBCW in
an action against TowerCo Parent without the necessity of any suit,  action,  or
proceedings by SBCW of any kind or nature whatsoever against Vendor, without the
necessity  of any notice to TowerCo  Parent of Vendor's  default or breach under
this  Agreement  and  without  the  necessity  of any other  notice or demand to
TowerCo  Parent to which TowerCo  Parent or Vendor might  otherwise be entitled,
all of which notices  TowerCo  Parent hereby  expressly  waives.  TowerCo Parent
hereby agrees that the validity of this guaranty and the  obligations of TowerCo
Parent hereunder shall not be terminated,  affected,  diminished, or impaired by
reason of the  assertion or the failure to assert by SBCW against  Vendor any of
the rights or remedies  reserved  to SBCW  pursuant  to the  provisions  of this
Agreement  or any other  remedy or right which SBCW may have at law or in equity
or otherwise.

(d)  TowerCo  Parent  covenants  and agrees that this  guaranty is an  absolute,
unconditional,  irrevocable  and continuing  guaranty.  The liability of TowerCo
Parent hereunder shall not be affected, modified, or diminished by reason of any
assignment, renewal, modification or extension of this Agreement or any
<PAGE>   40
                                                                              35

modification  or waiver of or change in any of the  covenants  and terms of this
Agreement by agreement of SBCW and Vendor, or by any unilateral action of either
SBCW or Vendor, or by an extension of time that may be granted by SBCW to Vendor
or any indulgence of any kind granted to Vendor, or any dealings or transactions
occurring between SBCW and Vendor, including, without limitation, any adjustment
compromise,  settlement, accord and satisfaction, or release, or any bankruptcy,
insolvency,   reorganization,   arrangement,   assignment  for  the  benefit  of
creditors,  receivership,  or trusteeship affecting Vendor.  TowerCo Parent does
hereby  expressly  waive  any  suretyship  defense  it may have by virtue of any
statute, law, or ordinance of any state or other governmental authority.

(e) All of SBCW's  rights and  remedies  under this  guaranty are intended to be
distinct,  separate,  and  cumulative  and no such  right and  remedy  herein is
intended to be the exclusion of or a waiver of any other.

(f) TowerCo Parent hereby waives presentment  demand for performance,  notice of
nonperformance,  protest,  notice of protest,  notice of dishonor, and notice of
acceptance.  TowerCo Parent further waive any right to require that an action be
brought  against  Vendor or any other person or to require that resort be had by
SBCW to any security held by SBCW.

                                  Article VIII
                 Vendor's Additional Obligations As To Bts Sites

Section 8.01.     Hazardous Waste and Contamination Investigation.

(a) Prior to the Ground  Lease  Effective  Date for any BTS Site,  Vendor  shall
cause the  Environmental  Assessment  on such BTS Site to be  performed.  Vendor
shall provide SBCW with copies of any and all such Environmental Assessments.

(b)  Within  five  (5)  Business  Days  after  discovery  of  any  Environmental
Conditions  on any BTS Site not  disclosed  by, or in  excess of the  conditions
disclosed by, the Environmental Assessment,  Vendor shall advise SBCW in writing
of such condition and its effect upon the Site Schedule. SBCW reserves the right
to reject any proposed BTS Site if, in SBCW's sole discretion, it determines the
environmental condition creates an unreasonable risk or liability. All costs and
expenses  incurred by Vendor arising out of or by reason of the discovery of any
such  condition  on the BTS  Site  (including,  without  limitation,  costs  and
expenses paid or incurred to rectify such  condition)  shall be borne by Vendor.
The applicable  Site Schedule  shall be adjusted to reflect all additional  time
which will be required for the  performance  of any of the duties or obligations
of Vendor under this Agreement as a result of any such condition.

Section 8.02.     Geotechnical Subsurface and Soil Investigation.

(a)  Vendor  shall  obtain,  perform  and  analyze  all  reasonably  appropriate
geotechnical  data, soil and subsurface tests and other soil  engineering  tests
and reports necessary to the design,  engineering,  permitting, and construction
of the Tower and the  Improvements  (except that the  provisions of this Section
8.04 shall not apply to the Environmental Assessment).
<PAGE>   41
                                                                              36

(b) If Vendor shall have timely obtained all reasonably  appropriate tests, but,
nonetheless, concealed and unknown conditions that affect the performance of the
Work are  encountered  below ground or in an existing  structure  other than the
Work,  then (i) Vendor  shall bear all costs and  expenses  arising out of or by
reason of the  existence  of any such  condition  on the BTS Site (except to the
extent that (x) Vendor  notifies SBCW that its good faith estimate of such costs
and expenses exceeds $100,000 and Vendor is unwilling to bear any such costs and
expenses  in excess of such  amount,  in which  event SBCW will have the option,
exercisable in its sole discretion, either to (A) agree to pay the amount of any
such  reasonably  incurred  costs and  expenses  in excess of such amount or (B)
terminate  this  Agreement  as to such BTS Site,  in which  event  SBCW shall no
longer be obligated  under Section 3.09 to engage Vendor to perform  Services on
such BTS Site,  and shall be free to engage  any other  Person to  perform  such
Services),  and (ii) the  applicable  Site Schedule shall be adjusted to reflect
all  additional  time which will be required for the  performance  of any of the
duties or  obligations  of Vendor under this  Agreement as to such BTS Site as a
result  of any  such  condition,  subject  to  Vendor's  receipt  of  the  prior
reasonable approval of SBCW.

Section 8.03.     Additional Environmental Requirements

         Prior to commencement of construction in respect of any BTS Site and as
part of the Compliance  Data provided to SBCW,  Vendor shall perform an analysis
to  determine  whether (i) the  proposed  site will be located in an  officially
designated  wilderness area or preserve;  (ii) the facility may affect federally
listed,  threatened or endangered species or designated critical habitats; (iii)
the facility may affect districts, site buildings, structures, objects, or other
cultural resources listed, or eligible for listing,  in the National Register of
Historic  Places;  (iv) the facility may affect Indian  religious sites; (v) the
potential site is located within a 100-year floodplain; (vi) the construction of
the  facility  will  involve a  significant  change in surface  features  (e.g.,
wetland fill,  deforestation,  or water diversion);  (vii) the structure will be
equipped  with  high  intensity  white  lights  and  be  located  in or  near  a
residential  neighborhood;  including any future  modifications  to the rules as
directed by the FCC.  Vendor shall  deliver the results of each such analysis to
SBCW upon completion of such analysis,  together with a written certification to
the  results  thereof  based  on the  consulting  reports  received  by  Vendor,
including  Vendor's  certification  that  there  is no  condition  of  the  type
described in clauses (i); (ii); (iii); (iv); (v); (vi); or (vii). This data will
also include letters and/or other  documentation from the governmental  agencies
with  responsibility  for these matters,  including but not limited to the State
Historical Preservation Officer, U.S. Fish and Wildlife, and the U.S. Army Corps
of Engineers.  If it is found that any condition  listed in this Section 8.03 is
present at any BTS Site,  an  Environmental  Assessment  must be prepared by the
Vendor  and  provided  to  SBCW.   SBCW  will  be  responsible  for  filing  the
Environmental Assessment,  upon approval of the data contained therein, with the
FCC. If any of conditions  listed  herein are present,  no  construction  may be
commenced on a BTS Site until the required  FCC  applications  have been granted
<PAGE>   42
                                                                              37

and  notice  of  such  grant  is  provided   to  Vendor  by  SBCW's   authorized
representative,  and the applicable Site Schedule shall be adjusted accordingly.
All costs and  expenses  incurred  by Vendor in  connection  with or relating to
Vendor's compliance with the requirements of this Section 8.03 shall be borne by
Vendor. If,  notwithstanding  anything to the contrary contained herein,  Vendor
discovers  that any of the  conditions  described  in clauses  (i)-(vii) of this
Section  8.03 exist and any of these  conditions  shall have a material  adverse
effect on the construction, operation or value of such Site, Vendor shall not be
obligated to construct or complete such Site.

Section 8.04.     FAA/FCC Compliance.

         Vendor  hereby  expressly  agrees  to  comply  with any and all  rules,
policies,  regulations and  interpretations of SBCW relating to or in connection
with SBCW's  compliance  with the  applicable FAA and FCC  regulations,  as such
rules, policies, regulations and interpretations are described in Schedule 8.04.

Article IX
                              Agreement To Sublease

Section 9.01.     Execution of the Site Designation Supplement.

         Upon the Commencement Event (as hereinafter  defined) with respect to a
site, SBCW shall sublease the Leased Space of such BTS Site or TowerCo  Existing
Site from the applicable  Sublessor  under the BTS Sublease  pursuant to the BTS
Sublease  and SBCW and the  applicable  Sublessor  Entity under the BTS Sublease
shall  execute  a Site  Designation  Supplement  for such  BTS  Site or  TowerCo
Existing Site,  thereby  supplementing  the BTS Sublease so as to cause such BTS
Site or TowerCo  Existing Site to be covered  thereby.  SBCW shall designate the
specific  location of the Leased Space on each BTS Site or TowerCo Existing Site
to be  initially  occupied  by SBCW or its  Affiliate  and the Site  Designation
Supplement shall reflect such location.  As used herein,  the term "Commencement
Event"  shall mean:  (i) in the case of a BTS Site,  the earlier to occur of (A)
(i) if SBCW fails to either countersign the Completion  Certificate or issue the
Punch List  within  twenty  (20) days  after  SBCW's  receipt of the  Completion
Certificate,  upon expiration of such 20-day period;  (ii) if SBCW  countersigns
the Completion Certificate within such 20-day period, when SBCW countersigns the
Completion  Certificate;  (iii) if SBCW issues the Punch List within such 20-day
period and the site is Substantially  Complete, when SBCW issues the Punch List;
or (iv) if SBCW issues the Punch List within such 20-day  period and the site is
not Substantially  Complete, when the site is Substantially Complete and (B) the
date  on  which  SBCW  begins   installing  its   Communications   Equipment  or
Improvements on such BTS Site; (ii) in the case of a TowerCo  Existing Site, the
earlier  of (A) the date  agreed to by SBCW and Vendor and (B) the date on which
SBCW begins  installing its  Communications  Equipment or  Improvements  on such
TowerCo  Existing  Site;  or  (iii)  in the  case of a site on  which a Tower is
developed  by SBCW or an SBCW Party  pursuant  to Section  3.10(c),  the date on
which  Completion of such Tower on such site (or the interest of SBCW or an SBCW
Party  therein) has occurred  and such Tower has been  transferred  to Vendor or
SpectraSite Wireless Towers, Inc.
<PAGE>   43
                                                                              38

Section 9.02.     Effect of Sublease and Site Designation Supplement.

         The parties  acknowledge  and agree that upon the  Completion  of a BTS
Site or the final acceptance of an TowerCo Existing Site by SBCW, in addition to
any  obligations  of Vendor  hereunder that survive,  the respective  duties and
responsibilities  of the parties  pertaining to the sublease of such BTS Site or
TowerCo  Existing Site by Vendor (or by Southern  Towers,  Inc., an Affiliate of
Vendor) to SBCW shall be set forth and  governed by the BTS  Sublease and a Site
Designation Supplement for such BTS Site or TowerCo Existing Site.

                                    Article X
                                    Insurance
Section 10.01.    Vendor's Insurance Requirements.

         Throughout the term of this Agreement,  Vendor shall carry and maintain
in force the following insurance:

(a) Commercial  General  Liability  Insurance  (including  protective  liability
coverage on  operations  of  independent  contractors  engaged in  construction,
blanket  contractual  liability  coverage,   products  liability  coverage,  and
explosion, collapse and underground hazards coverage) for the benefit of Vendor,
against claims for personal injury,  bodily injury and property  damage,  with a
limit of not less  than  $1,000,000  in the event of  personal  injury or bodily
injury to any number of persons or of damage to property  arising out of any one
occurrence,  and not less than  $2,000,000 in the  aggregate  applicable to this
Project.  Such  insurance  (which may be furnished  under a primary policy or an
"umbrella"  policy or policies with a limit of not less than  $5,000,000)  shall
also include  coverage  against  liability for bodily injury or property  damage
arising  out of use by or on behalf of Vendor of any owned,  non-owned  or hired
automotive  equipment  for a limit  not less  than that  specified  above.  Such
insurance shall include a cross-liability/severability of interest provision and
shall otherwise comply with the requirements applicable to such insurance.

(b) Worker's compensation and related insurance covering all employees of Vendor
employed in, on or about the Project in order to provide  statutory  benefits as
required  by  the  applicable   laws  and  otherwise  in  compliance   with  the
requirements  applicable  to  such  insurance,  including  employer's  liability
insurance with limits of not less than $1,000,000 each  accident/$1,000,000 each
employee by decease/1,000,000 policy limits and otherwise in compliance with the
requirements applicable to such insurance

(c) Comprehensive  automobile  liability  insurance with limits of not less than
$1,000,000  per  occurrence  and in the aggregate for bodily  injury,  including
death and property  damage and  otherwise in  compliance  with the  requirements
applicable to such insurance.
<PAGE>   44
                                                                              39

(d)  Vendor's  all risk  insurance  policy  with  limits  of not less  than full
replacement  cost of each  Tower and the  Improvements  of each BTS Site and all
TowerCo Existing Sites on which SBCW or its Affiliates are a tenant.  So long as
such self insurance is reasonable in light of the financial  condition of Vendor
form time to time, SBCW agrees that Vendor may, at Vendor's option,  self insure
with respect to all or a portion of the risks required to be insured  against by
Vendor under this Section 10.01(d).

Section 10.02.    Evidence of Insurance.

         Promptly  following SBCW's reasonable  requests made from time to time,
Vendor shall furnish SBCW with appropriate certificates evidencing the insurance
required to be maintained by Vendor hereunder. If Vendor for any reason fails to
obtain  and/or  maintain in force any of the  insurance  required  under Section
10.01,  then Vendor shall,  and Vendor does hereby agree to, indemnify each SBCW
Indemnitee  against,  and hold,  save, and defend each SBCW Indemnitee  harmless
from,  any  and  all  claims,   demands,   actions,  causes  of  action,  suits,
liabilities,  damages,  losses,  costs  and  expenses  of  any  kind  or  nature
whatsoever (including, without limitation,  reasonable attorneys' fees and court
costs  incurred in  enforcing  this  indemnity  and  otherwise)  which such SBCW
Indemnitee  may  suffer or incur,  or which may be  asserted  against  such SBCW
Indemnitee, whether meritorious or not, against which such SBCW Indemnitee would
or should have been insured under any required  insurance  which Vendor does not
for any reason obtain or maintain in force.

Section 10.03.    Waiver of Subrogation.

         Each insurance policy  maintained by Vendor with respect to the Project
shall  contain  a waiver  of  subrogation  clause,  or shall  name both SBCW and
against Vendor as insured parties thereunder,  so that no insurer shall have any
claim over or against SBCW, by way of subrogation or otherwise,  with respect to
any  claims  which  are  insured  under  any such  policy,  except  for  workers
compensation insurance.

                                   Article XI
                              Liability; Indemnity

Section 11.01.    Liquidated Damages.

(a)  Except  as  expressly  provided  in this  Agreement,  if, as a result of an
Excusable Delay, Vendor delays in performing any of its obligations  pursuant to
any Site Schedule,  then SBCW shall adjust any Site Schedule pursuant to Section
6.04(b) so as to allow Vendor to perform the obligations  which Vendor could not
perform due to such Excusable  Delay.  If Vendor delays in performing any of its
obligations pursuant to any Site Schedule for any reason other than an Excusable
Delay,  then SBCW will have the option,  exercisable in its sole discretion,  to
<PAGE>   45
                                                                              40

allow  Vendor to perform the  obligations  which Vendor could not perform due to
such delay to a later time; provided,  however, that no such adjustment shall be
effective unless evidenced by a writing executed by SBCW.

(b) If Vendor fails to meet its  obligation  to  Substantially  Complete any BTS
Site  in  accordance  with  the  applicable   Site  Schedule,   in  addition  to
constituting a breach by Vendor,  SBCW will have the right to liquidated damages
in  respect  of each BTS Site that has not been  Substantially  Completed  in an
amount equal to $7,500 per month (prorated for partial  months),  for each month
or partial month that such failure continues (the "Liquidated Damages"),  not to
exceed  $15,000 for any single BTS Site.  If Vendor owes  Liquidated  Damages in
respect of any BTS Site, such  Liquidated  Damages shall be payable by Vendor in
cash,  within thirty (30) days from the date of the written notice  thereof.  If
after  sixty (60) days the BTS Site is still not  Substantially  Complete,  SBCW
shall no longer be  obligated  to engage  Vendor to perform the Services on such
BTS Site and SBCW  shall be free to engage  any  Person to  complete  the Tower.
Improvements and Constructed Improvements on such BTS Site.

(c) The payment of the  Liquidated  Damages  shall not  relieve  Vendor from its
obligations  to construct and install the Towers and  Improvements,  and perform
its  other  obligations   hereunder  in  accordance  with  the  respective  Site
Schedules.  The parties  hereto  acknowledge  that the amount of the  Liquidated
Damages payable by Vendor to SBCW under this Section 11.01 constitute liquidated
damages and not penalties,  that the injuries to SBCW caused by Vendor's  delays
described above are difficult or impossible to estimate accurately, and that the
sums payable herein are reasonable  estimates of the probable losses  associated
with such injuries.  The parties  further  acknowledge  that SBCW may not assert
other damages separate from and in addition to the Liquidated Damages for losses
related to delay.

Section 11.02.    Indemnity of SBCW.

(a) Vendor shall,  and Vendor does hereby agree to,  indemnify and hold harmless
each SBCW  Indemnitee  from and  against  any loss,  damage,  including  without
limitation any direct or indirect, special, incidental or consequential damages,
liability,  cost, expense, action or claim, including reasonable attorneys' fees
and amounts paid in settlement  ("Claims"),  by reason of or arising out of: (i)
personal injury,  death, and damage to tangible property  resulting from (A) the
intentional  or negligent  acts or omissions  of Vendor's  directors,  officers,
employees, agents, consultants, contractors or subcontractors in connection with
the Completion of each BTS Site and  performance of this  Agreement,  or (B) any
design  or  manufacturing  defect in any  Tower,  the  Improvements  or any part
thereof, whether manufactured by Vendor hereunder or otherwise or any defects in
construction  or   installation  of  any  Tower,   Improvements  or  Constructed
Improvements;  (ii)  Vendor's  breach of its  obligations  under this  Agreement
including without  limitation in respect of any Services;  (iii) the termination
or  removal of any  employee  or  subcontractor  of Vendor  pursuant  to Section
3.06(d);  (iv)  Vendor's  breach  of any  representation  or  warranty  in  this
Agreement,  including without  limitation its warranty pursuant to Section 6.10;
or (v) failure of Vendor to comply with any  obligation  under this Agreement as
to Governmental Requirements.
<PAGE>   46
                                                                              41

(b) SBCW  shall,  and SBCW does hereby  agree to,  indemnify  and hold  harmless
Vendor, Vendor's Affiliates, and the respective directors,  officers, employees,
agents,  contractors,  subcontractors,  advisors and  consultants  of Vendor and
Vendor's Affiliates (each, a "Vendor Indemnitee") from and against any Claim, by
reason of or  arising  out of  personal  injury,  death and  damage to  tangible
property  resulting from the intentional or negligent acts or omissions of SBCW,
but only to the  extent  (i) such  injury,  death or damage is caused by SBCW in
connection with (x) SBCW's  installation of any Constructed  Improvements or any
of SBCW Communications  Equipment,  (y) inspections  pursuant to Section 6.11 or
(z) the  provisions  of Section  6.12(d)  relating  to SBCW's  operation  of its
Communications  Equipment  prior to the execution of the Completion  Certificate
and (ii) Vendor is not responsible therefor under the terms of this Agreement.

Section 11.03.    Relationship to Insurance.

         In no event shall the indemnification provisions of Section 11.02 above
diminish,  affect impede or impair,  in any manner  whatsoever,  the benefits to
which any SBCW Indemnitee may be entitled under any insurance policy required by
this  Agreement or  otherwise  with respect to the Project or under the terms of
any waiver of any subrogation contained therein.

Section 11.04.    No Third-Party Beneficiaries.

         None of the duties and obligations of Vendor under this Agreement shall
in any way or in any manner be deemed to create any  liability  of Vendor to, or
any  rights in, any  person or entity  other than the SBCW  Indemnitees  and the
Vendor Indemnitees.

                                   Article XII
                    Additional Representations And Warranties

Section 12.01.    SBCW's Representations and Warranties.

         SBCW represents and warrants to Vendor that: (i) SBCW is a corporation,
duly  organized,  validly  existing and in good  standing  under the laws of the
State of  Delaware;  and (ii) SBCW has the full and  complete  right,  power and
authority to enter into this  Agreement  and perform its  respective  duties and
obligations  under this Agreement in accordance with the terms and conditions of
this Agreement.

Section 12.02.    Vendor's Representations and Warranties.

(a) Vendor represents and warrants that Vendor is a corporation, duly organized,
validly  existing and in good standing  under the laws of the State of Delaware,
and has the full and  complete  right,  power and  authority  to enter into this
Agreement and perform  Vendor's duties and  obligations  under this Agreement in
accordance with the terms and conditions of this Agreement.
<PAGE>   47
                                                                              42

(b) Vendor  represents and warrants to SBCW that at all times during the term of
this  Agreement,  Vendor shall have  sufficient  funds available to Complete the
Project in accordance with this Agreement,  including,  without limitation,  the
Implementation Plan and Site Schedules.

Section 12.03.    TowerCo Parent's Representations and Warranties.

         TowerCo  Parent  represents  and  warrants  that:  TowerCo  Parent is a
corporation,  duly  organized,  validly  existing and in good standing under the
laws of the State of Delaware; and (ii) TowerCo Parent has the full and complete
right,  power  and  authority  to enter  into this  Agreement  and  perform  its
respective  duties and  obligations  under this Agreement in accordance with the
terms and conditions of this Agreement.

                                  Article XIII
                             Default And Termination

Section 13.01.    Default by Vendor.

(a)      The following events shall constitute events of default by Vendor:

          (i) If Vendor, in any material respect: violates or breaches, or fails
     fully and completely to observe, keep, satisfy,  perform or comply with any
     terms,  covenants,   conditions,   requirements,   provisions,  duties  and
     obligations  under this  Agreement  other than the  breaches  described  in
     clauses (ii),  (iii) (iv), (v) and (vi) below,  and does not cure or remedy
     such  failure  to perform  within  ten (10) days  after  receipt of written
     notice from SBCW with respect  thereto  (which  notice shall  describe with
     reasonable  particularity such failure);  provided,  however,  that if such
     failure to perform shall necessitate  longer to cure than such ten (10) day
     period,  and SBCW does not unreasonably  object to an extension,  then such
     cure  period  shall be extended  for such  period of time as is  reasonably
     necessary to cure such failure to perform,  provided,  further, that Vendor
     commences  such cure within ten (10) days after  receipt of written  notice
     from SBCW and thereafter  proceeds diligently and in good faith to cure the
     default  within thirty (30) days from the date of receipt of notice of such
     default;

          (ii) If, (x) in any consecutive twelve (12) month period, SBCW becomes
     entitled to the Liquidated  Damages  pursuant to Section 11.01(b) in excess
     of  $200,000  in respect of any BTS Sites or (y) SBCW  becomes  entitled to
     Liquidated Damages pursuant to Section 11.01(b) in the amount of $15,000 in
     respect of any BTS Site;
<PAGE>   48
                                                                              43

          (iii)  If any  representation  or  warranty  made  by  Vendor  in this
     Agreement  or the BTS  Sublease  was false or  misleading  in any  material
     respect on the date as of which made (or deemed made);

          (iv) if Vendor breaches the provisions of Section 5.01(a);

          (v) if Vendor breaches the provisions of Section 5.02 hereof;

          (vi) If (A) a trustee or receiver is appointed to take  possession  or
     control of all or substantially  all of Vendor's assets,  and such receiver
     or trustee shall fail,  within sixty (60) days of  appointment to affirm or
     assume this Agreement,  to provide adequate  assurance as to its ability to
     perform all of the terms and  conditions of this Agreement as a receiver or
     trustee  of  Vendor,  to cure all other  events of  default  and to pay all
     damages  incurred by SBCW as a result of all events of default;  (B) Vendor
     shall  commence any voluntary  proceeding  under present or future  Federal
     bankruptcy  laws or under any other  bankruptcy,  insolvency  or other laws
     respecting  debtor's rights; or (C) an "order for relief" or other judgment
     or decree by any court of competent  jurisdiction is entered against Vendor
     in any  involuntary  proceeding  against  Vendor  under  present  or future
     Federal bankruptcy laws or under any other bankruptcy,  insolvency or other
     laws respecting  debtor's rights, or any such involuntary  proceeding shall
     be commenced  against  Vendor and shall continue for a period of forty-five
     (45) days after commencement without dismissal.

(b) Upon the occurrence of any event of default by Vendor under this  Agreement,
SBCW may pursue any and all rights and remedies  available under  applicable law
and  any one or  more  of the  following  rights  and  remedies,  separately  or
concurrently or in any combination, without further notice or demand whatsoever:

          (i) upon the  occurrence of any event of default with respect to a BTS
     Site under Sections 13.01(a)(i),  (ii)(y), (iii), (iv) or (v), SBCW may, at
     its option,  either (x) suspend its  obligations  with  respect to such BTS
     Site until such default is cured by Vendor or terminate its  obligations to
     engage  Vendor to perform  Services in respect of such BTS Site pursuant to
     Section 3.10, by giving Vendor written notice thereof,  and thereafter SBCW
     shall have the right to engage any Person to perform Services in respect of
     such BTS Site or an  alternative  site  within the  applicable  SARF or (y)
     terminate  this  Agreement  as to such BTS Site by  giving  Vendor  written
     notice of termination  and,  thereafter SBCW shall have the right to engage
     any  Person  to  perform  Services  in  respect  to  such  BTS  Site  or an
     alternative site within the applicable SARF; or

          (ii) upon the  occurrence of any event of default:  (A) under Sections
     13.01  (a)(ii)(x)  or (vi),  or (B) with  respect to more than ten  percent
     (10%) or more of the  proposed  cell sites  accepted  by SBCW  pursuant  to
     Section 5.01 during any twelve (12) consecutive month period under Sections
     13.01(a)(i),  (ii)(y), (iii), (iv) or (v), SBCW may, at its option, either:
     (x) suspend its obligations until such default is cured by Vendor or
<PAGE>   49
                                                                              44

     terminate its obligations to engage Vendor to perform Services  (including,
     without  limitation,  with  respect  to any or all BTS Sites)  pursuant  to
     Section 3.10, by giving Vendor written notice thereof,  and thereafter SBCW
     shall have the right to engage any Person to perform Services on any or all
     BTS Sites or (y) terminate  this Agreement in its entirety by giving Vendor
     written notice of termination, and this Agreement shall be terminated as to
     all BTS Sites at the time  designated by SBCW in its notice of  termination
     to Vendor.

(c) SBCW will have the  right to  recover  from  Vendor  all costs and  expenses
incurred  by SBCW in  enforcing  its rights and  remedies  hereunder,  including
attorneys'  fees  and  expenses  paid or  incurred  by SBCW in  connection  with
enforcement measures,  including the filing of any action at law or in equity or
the filing of any appeal of any  decision or judgment  with  respect to any such
action.  Notwithstanding  anything to the contrary  contained  herein,  no party
shall be liable to the others for indirect, incidental, special or consequential
damages,  including but not limited to lost profits,  however arising, even if a
party has been advised of the possibility of such damages.

(d) The  termination  of this  Agreement  by SBCW by reason of default by Vendor
shall  not  relieve  Vendor of any of its  duties  and  obligations  theretofore
accrued under this Agreement prior to the effective date of such  termination or
any representations or warranties theretofore made by Vendor.

Section 13.02.    Obligations upon Termination.

         Upon the termination of this Agreement, Vendor shall promptly:

(a) Upon  request  by SBCW,  deliver  to SBCW or such  other  person as SBCW may
designate all materials,  supplies, equipment keys, contracts and documents, all
books of account and records maintained pursuant to this Agreement pertaining to
this Agreement and the Project.

(b) Upon SBCW's request,  assign all existing  contracts relating to the Project
to SBCW or such other person or entity as SBCW shall designate.

(c) Furnish all such information, take all such other action, and cooperate with
SBCW as SBCW shall  reasonably  require in order to  effectuate  an orderly  and
systematic  termination of Services and Vendor's other, duties,  obligations and
activities hereunder.

Section  13.03.  Termination  of  Agreement  by  Vendor  in  Respect  of  SBCW's
Bankruptcy.

         Vendor may terminate  this  Agreement with respect to all BTS Sites for
cause in the event of  occurrence  of any of the  following,  after which Vendor
shall continue performing its duties and obligations  hereunder accrued prior to
the  effective  date of such  termination,  but  shall  cease  searching  for or
attempting to acquire any additional cell sites:
<PAGE>   50
                                                                              45

(a) A trustee or receiver is appointed to take  possession  or control of all or
substantially  all of SBCW's  assets,  and such  receiver or trustee shall fail,
within  sixty (60) days of  appointment,  to affirm or assume this  Agreement to
provide  adequate  assurance  as to its  ability to perform all of the terms and
conditions of this Agreement as a receiver or trustee of SBCW, to cure all other
events of default,  and to pay all damages incurred by Vendor as a result of all
events of default.

(b) SBCW shall commence any voluntary proceeding under present or future Federal
bankruptcy  laws or  under  any  other  bankruptcy,  insolvency  or  other  laws
respecting debtor's rights.

(c) An "order for relief" or other  judgment or decree by any court of competent
jurisdiction is entered against SBCW in any involuntary  proceeding against SBCW
under present or future Federal  bankruptcy laws or under any other  bankruptcy,
insolvency or other laws respecting  debtor's  rights,  or any such  involuntary
proceeding  shall be commenced  against SBCW and shall  continue for a period of
forty-five (45) days after commencement without dismissal.

                                   Article XIV
                                  Force Majeure

Section 14.01.    Force Majeure.

         An  event  of  "Force  Majeure"  shall  mean the  following  events  or
circumstances,  to the extent that they delay the  Completion of any BTS Site or
the  performance  of Vendor of its  other  duties  and  obligations  under  this
Agreement in respect of a BTS Site:

(a)      Condemnation or other exercise of the power of eminent domain;

(b) Material changes in Governmental Requirements applicable to the construction
of the Towers and  Improvements  and Completion of the BTS Site effective  after
the Effective Date, and the material orders of any Governmental Authority having
jurisdiction over a party;

(c)      acts  of God,  including,  without  limitation,  tornadoes, hurricanes,
floods,  sinkholes,  landslides, earthquakes, epidemics, quarantine and
pestilence;

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

(e)  acts of a  public  enemy,  acts  of  war,  terrorism,  effects  of  nuclear
radiation,  blockades,  insurrections,  riots, civil disturbances or national or
international calamities; and

(f) strikes,  walkouts, labor disputes or other third party events or conditions
to the extent there is no alternative  available to comply with the  obligations
of this Agreement; provided that Vendor is using commercially reasonable efforts
<PAGE>   51
                                                                              46

to mitigate the effect of such event or condition,  and, provided,  further that
if such event or condition  causes a delay in  performance  for a period greater
than  forty five (45) days,  then SBCW  shall have the right to  terminate  this
Agreement as to the affected BTS Site.

Section 14.02.    Effect of Force Majeure.

         Vendor  shall be entitled to an  adjustment  of the Site  Schedule  for
Force  Majeure,  but only for the number of days due to such  causes and only to
the extent that such occurrences actually delay the Completion of such BTS Site.
The extent of any such  adjustment is subject to the prior  written  approval of
SBCW, not to be unreasonably withheld or delayed. Under no circumstances shall a
Force Majeure event result in any extension of the Term.

                                   Article XV
                      Fire or Other Casualty; Condemnation

Section 15.01.    Obligation to Reconstruct; Use of Insurance Proceeds.

         In  the  event  of   destruction  or  damage  to  any  Tower  or  other
Improvements  by fire or  other  casualty  prior  to  Completion,  Vendor  shall
restore,  reconstruct and repair any such destruction or damage by fire or other
casualty such that the Tower and the  Improvements  shall be in accordance  with
the  Specifications.  Vendor  shall use all  available  insurance  proceeds  for
restoration,  reconstruction or repair, as required by this Agreement,  and SBCW
shall consent to such use of insurance  proceeds as required.  The parties agree
to adjust the Site Schedule in order to extend the timetable for the  Completion
of Work with respect to any destroyed or damaged Towers or Improvements.

Section 15.02.   Condemnation of the Tower or Site; Application of Compensation.

         In the event that a Tower or a BTS Site,  or both, or any part thereof,
is damaged or taken by the  exercise of the power of eminent  domain at any time
prior to the Completion Date, Vendor shall apply the compensation awarded to and
received by it to restoration, reconstruction and repair of the Tower; provided,
however, that the Tower can (i) be restored, reconstructed or repaired, and (ii)
be  commercially  feasible  for its  Permitted  Use as  contemplated  by the BTS
Sublease after the Taking (as defined in the BTS Sublease). The parties agree to
adjust the Site Schedule in order to extend the timetable for the  Completion of
Work with respect to the taken Tower or BTS Site.
<PAGE>   52
                                                                              47

Article XVI
                                  Miscellaneous

Section 16.01.    Notices

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

<TABLE>
         <S>                          <C>
         SBCW or SBCW Party:          SBC Wireless, LLC
                                      c/o SBC Wireless, Inc.
                                      17330 Preston, #100A
                                      Dallas, Texas 75252
                                      Attention:  General Counsel
                                      Facsimile No.:  (972) 733-2021

                                      with a copy to:

                                      SBC Communications Inc.
                                      175 E. Houston
                                      San Antonio, Texas 78205
                                      Attention:  Vice President and Assistant
                                      General Counsel
                                      Facsimile No.:  (210) 351-3488

         TowerCo Parent:              SpectraSite Holdings, Inc.
                                      100 Regency Forest Drive, Suite 400
                                      Cary, North Carolina 27511
                                      Attention: General Counsel
                                      Facsimile No.: (919) 468-8522

                                      with a copy to:

                                      Paul, Weiss, Rifkind, Wharton & Garrison
                                      1285 Avenue of the Americas
                                      New York, New York  10019-6064
                                      Attention:  Mitchell L. Berg, Bruce A
                                                  Gutenplan
                                      Facsimile No.: (212) 757-3990

         Vendor:                      SpectraSite Communications, Inc.
                                      100 Regency Forest Drive, Suite 400
                                      Cary, North Carolina 27511
                                      Attention: General Counsel
                                      Facsimile No.: (919) 468-8522
</TABLE>

<PAGE>   53
                                                                              48

<TABLE>
         <S>                          <C>
                                      with a copy to:

                                      Paul, Weiss, Rifkind, Wharton & Garrison
                                      1285 Avenue of the Americas
                                      New York, New York  10019-6064
                                      Attention:  Mitchell L. Berg, Bruce A
                                                  Gutenplan
                                      Telephone No.:  (212) 373-3000
                                      Facsimile No.:  (212) 757-3990
</TABLE>

All notices, demands,  requests, advice or communications given by mailing shall
be deemed given on the date of receipt in the United States Mail; those given by
commercial  courier  shall be  deemed  given on the date  such  notice,  demand,
request,  advice or  communication  is delivered to the  recipients  address set
forth above or to such other address as is specified by written  notice given in
accordance herewith.  Any notice, demand,  request,  advice or communication not
received  because of changed address or facsimile  number of which no notice was
given or because of refusal to accept  delivery shall be deemed  received by the
party to whom addressed on the date of hand  delivery,  on the date of facsimile
transmittal, on the first calendar day after deposit with commercial courier, or
on the third  calendar day  following  deposit in the United States Mail, as the
case may be.

Section 16.02.    Assignment, Binding Effect.

         The rights of the  parties  under this  Agreement  are  personal to the
parties and,  subject to the  provisions  of Section  3.12,  may not be assigned
without the prior written consent of the other party, except that (i) Vendor may
retain third party  contractors  to perform its  obligations  hereunder  and may
delegate any of its  obligations  hereunder to  wholly-owned  direct or indirect
subsidiaries  of TowerCo Parent and assign any rights  relating  thereto to such
subsidiaries,  provided  that  the  retaining  of  such  third  parties  or such
delegation  or  assignment   shall  not  relieve  or  release  Vendor  from  its
obligations  hereunder  and (ii)  TowerCo  Parent and  Vendor  may  collaterally
assign, mortgage,  pledge,  hypothecate or otherwise collaterally transfer their
interest in this Agreement to any Permitted Subleasehold Collateral Assignee (as
defined  in that  certain  Lease and  Sublease,  dated the date  hereof,  by and
between SBC Tower Holdings LLC and Southern Towers, Inc. (the "SBCW Sublease")),
and any such Permitted Subleasehold  Collateral Assignee (as defined in the SBCW
Sublease)  shall have the right to exercise  remedies  under any such  mortgage,
pledge, hypothecation or other collateral transfer in the manner consistent with
the provisions of this and every other agreement between TowerCo Parent,  Vendor
and SBCW made in  connection  with this  transaction.  This  Agreement  shall be
binding  upon and  enforceable  against,  and shall inure to the benefit of, the
parties  hereto  and their  respective  legal  representatives,  successors  and
permitted assigns.
<PAGE>   54
                                                                              49

Section 16.03.    Authorized Representatives.

         Any  consent,  approval,  authorization  or other  action  required  or
permitted to be given or taken under this  Agreement  by SBCW or Vendor,  as the
case may be, shall be given or taken by one or more of the Contract  Managers or
other  authorized  representatives  of each party.  The written  statements  and
representations of the Contract Managers or any other authorized  representative
of SBCW or  Vendor  shall be  binding  upon the  party  for whom the  applicable
Contract Managers or such other person is an authorized representative,  and the
other party hereto shall have no obligation  or duty  whatsoever to inquire into
the authority of any Contract  Managers or such other authorized  representative
to take any action which he proposes to take.

Section 16.04.    Headings.

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

Section 16.05.    Annexes, Exhibits and Schedules.

         Each and every  annex,  exhibit and  schedule  referred to or otherwise
mentioned in this  Agreement is attached to this  Agreement  and is and shall be
construed to be made a part of this Agreement by such reference or other mention
at each point at which  such  reference  or other  mention  occurs,  in the same
manner and with the same effect as if each annex and  exhibit  were set forth in
full and at length every time it is referred to or otherwise mentioned.

Section 16.06.    Publicity.

         Neither party will advertise or publish any information related to this
Agreement  without the prior written approval of the other party,  except to the
extent  previously  disclosed by a party in  accordance  with the then  existing
agreements of the parties.

Section 16.07.    Severability.

         If any term, covenant, condition or provision of this Agreement, or the
application  thereof to any person or circumstance,  shall be held to be invalid
or unenforceable, then in each such event the remainder of this Agreement or the
application of such term,  covenant,  condition or provision to any other person
or any other  circumstance  (other than those as to which it shall be invalid or
unenforceable) shall not be thereby affected, and each term, covenant, condition
and provision  hereof shall remain valid and  enforceable  to the fullest extent
permitted by law.
<PAGE>   55
                                                                              50

Section 16.08.    Waiver.

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

Section 16.09.    Rights Cumulative.

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

Section 16.10.    Time of Essence, Prompt Responses.

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

Section 16.11.    Applicable Law.

         This Agreement  shall be governed by,  construed  under and interpreted
and  enforced  in  accordance  with the laws of the State of New  York,  without
regard to its conflicts of laws provisions.

Section 16.12.    Waiver of Jury Trial.

         To the maximum extent  permitted by law, the parties hereby  knowingly,
voluntarily and  intentionally  waive the right to a trial by jury in respect of
any litigation  based hereon,  arising out of, under or in connection  with this
Agreement,  or any course of  conduct,  course of  dealing,  statement  (whether
verbal or  written)  or action of either  party or any  exercise by any party of
their respective rights under this Agreement (including, without limitation, any
action to terminate this Agreement, and any claim or defense asserting that this
Agreement  was  fraudulently  induced or is otherwise  void or  voidable).  This
waiver is a material inducement for the parties to enter into this Agreement.

Section 16.13.    Entire Agreement.

         This  Agreement  contains the entire  agreement of SBCW and Vendor with
respect  to the  engagement  of Vendor as the Vendor  for the  Project,  and all
representations,  warranties,  inducements,  promises  or  agreements,  oral  or
otherwise,  between the parties not  embodied in this  Agreement  shall be of no
force or effect.
<PAGE>   56
                                                                              51

Section 16.14.    Modifications.

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

Section 16.15.    Counterparts.

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

Section 16.16.    No Brokers.

(a) SBCW and Vendor hereby represent,  agree and acknowledge that no real estate
broker or other  person,  except  Goldman,  Sachs & Co.,  which is an advisor to
SBCW's  parent,  SBC  Communications  Inc., is entitled to claim or to be paid a
commission as a result of the execution and delivery of this Agreement including
any of the Exhibits,  or any proposed  improvement use,  disposition or lease of
any or all of the BTS Site.

(b) SBCW and  Vendor  warrant  and  represent  to each  other  that there are no
broker's commissions or fees payable in connection with this Agreement by reason
of their  respective  dealings,  negotiations or  communications  other than the
advisor's  fee  payable to  Goldman,  Sachs & Co.  which shall be payable by SBC
Communications  Inc. SBCW and Vendor shall, and do hereby indemnify,  defend and
hold  harmless  each other from and against  the Claims of any and all  brokers,
agents and other intermediaries  alleging a commission,  fee or other payment to
be owing by reason of their respective dealings,  negotiations or communications
in connection with this Agreement.

Section 16.17.    Power of Attorney by SBCW Parties; Authorization.

(a) SBCW Parties and each of them,  hereby  irrevocably  constitute  and appoint
SBCW (the  "Agent") as their  agent to modify,  amend or  otherwise  change this
Agreement or any of its terms or provisions,  to take all actions and to execute
all documents necessary or desirable to effect the terms of this Agreement,  and
to take all actions  and to execute  all  documents  which may be  necessary  or
desirable in connection therewith,  to give and receive consents and all notices
hereunder, to negotiate and settle claims for identification, and to perform any
other act arising  under or  pertaining  to the  Agreement  (including,  without
limitation, issuing an SARF to Vendor and accepting or rejecting any BTS Site or
TowerCo  Existing  Site  proposed  by  Vendor  for use by such SBCW  Party,  the
issuance of a Completion  Certificate  with respect  thereto or any other matter
pertaining to a BTS Site or the Project).  SBCW Parties, and each of them, agree
that service of process upon the Agent in any action or proceeding arising under
or pertaining  to the  Agreement  shall be deemed to be valid service of process
upon SBCW Parties.
<PAGE>   57
                                                                              52

(b) Nothing  contained  herein  shall be deemed to make the Agent liable to SBCW
Parties  because of service in its capacity as agent.  In performing  any of its
duties  hereunder,  the Agent shall not incur any  liability to SBCW Parties for
losses, damages, Liabilities or expenses, except for its willful default.

(c) It is  expressly  understood  and agreed that this power of attorney and the
agency  created  hereby is coupled  with an interest of the  respective  parties
hereto  and shall be binding  and  enforceable  on and  against  the  respective
successors  and  assigns of SBCW  Parties,  and each of them,  and this power of
attorney shall not be revoked or terminated and shall continue to be binding and
enforceable in the manner provided herein.



<PAGE>   58

                                                                             S-1


              SIGNATURE PAGE TO SPECTRASITE BUILD-TO-SUIT AGREEMENT

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

                      SBCW:
                      SBC WIRELESS, LLC,
                      for itself and for certain of its Affiliates, some
                      of whose names appear below



                      By: /s/Kathy Rehmer
                         -----------------------------------
                         Kathy Rehmer, as attorney-in-fact


                      VENDOR:
                      SPECTRASITE COMMUNICATIONS, INC.



                      By:/s/Glen Spivak
                         -----------------------------------
                          Glen Spivak
                          Vice President


                      TOWERCO PARENT:
                      SPECTRASITE HOLDINGS, INC.



                      By: /s/Richard Byrne
                         -----------------------------------
                          Richard Byrne
                          Title: Executive Vice President




                       [Signatures continued on next page]










              SIGNATURE PAGE TO SPECTRASITE BUILD-TO-SUIT AGREEMENT

<PAGE>   59
                                                                             S-2





                                SBCW PARTIES:

                                ABILENE SMSA LIMITED PARTNERSHIP

                                       By:  SOUTHWESTERN BELL WIRELESS
                                            LLC, General Partner

                                            By:   SBC WIRELESS, LLC, its manager



                                                  By:/s/Kathy Rehmer
                                                     ---------------------------
                                                      Kathy Rehmer
                                                      as Attorney-in-Fact by
                                                      Power-of-Attorney


<PAGE>   60
                                                                             S-3


                              AMARILLO SMSA LIMITED PARTNERSHIP

                                      By:  SOUTHWESTERN BELL WIRELESS
                                           LLC, General Partner

                                           By:   SBC WIRELESS, LLC, its manager



                                                 By:/s/Kathy Rehmer
                                                    ----------------------------
                                                     Kathy Rehmer
                                                     as Attorney-in-Fact by
                                                     Power-of-Attorney


<PAGE>   61
                                                                             S-4


                              AMCELL OF ATLANTIC CITY, LLC

                                        By:  AMERICAN CELLULAR NETWORK
                                             LLC, its manager

                                             By:  SBC WIRELESS, LLC, its manager



                                                   By:/s/Kathy Rehmer
                                                      --------------------------
                                                       Kathy Rehmer
                                                       as Attorney-in-Fact by
                                                       Power-of-Attorney



<PAGE>   62
                                                                             S-5


                                 AMERICAN CELLULAR NETWORK
                                 COMPANY, LLC

                                             By:  SBC WIRELESS, LLC, its manager


                                                   By:/s/Kathy Rehmer
                                                      --------------------------
                                                       Kathy Rehmer
                                                       as Attorney-in-Fact by
                                                       Power-of-Attorney



<PAGE>   63

                                                                             S-6

                                 AMERITECH MOBILE COMMUNICATIONS,
                                 LLC


                                             By:  SBC WIRELESS, LLC, its manager



                                                   By:/s/Kathy Rehmer
                                                      --------------------------
                                                       Kathy Rehmer
                                                       as Attorney-in-Fact by
                                                       Power-of-Attorney


<PAGE>   64

                                                                             S-7

                                 AMERITECH WIRELESS COMMUNICATIONS,
                                 LLC


                                             By:   SBC WIRELESS, LLC, its manage



                                                   By:/s/Kathy Rehmer
                                                      --------------------------
                                                       Kathy Rehmer
                                                       as Attorney-in-Fact by
                                                       Power-of-Attorney


<PAGE>   65
                                                                             S-8


                                 AURORA/ELGIN CELLULAR TELEPHONE,
                                 LLC

                                        By:  AMERICAN CELLULAR NETWORK
                                             LLC, its manager

                                             By:  SBC WIRELESS, LLC, its manager



                                                   By:/s/Kathy Rehmer
                                                      --------------------------
                                                       Kathy Rehmer
                                                       as Attorney-in-Fact by
                                                       Power-of-Attorney



<PAGE>   66

                                                                             S-9

                                 CELL SOUTH OF NEW JERSEY LLC


                                             By:  SBC WIRELESS, LLC, its manager



                                                   By:/s/Kathy Rehmer
                                                      --------------------------
                                                       Kathy Rehmer
                                                       as Attorney-in-Fact by
                                                       Power-of-Attorney



<PAGE>   67
                                                                            S-10


                                 CHAMPAIGN CELLTELCO

                                        By:  SOUTHWESTERN BELL MOBILE
                                             SYSTEMS   LLC, General Partner

                                             By:  SBC WIRELESS, LLC, its manager



                                                   By:/s/Kathy Rehmer
                                                      --------------------------
                                                       Kathy Rehmer
                                                       as Attorney-in-Fact by
                                                       Power-of-Attorney


<PAGE>   68

                                                                            S-11

                                 CINCINNATI SMSA LIMITED PARTNERSHIP

                                        By:  AMERITECH MOBILE
                                             COMMUNICATIONS LLC, General
                                                     Partner

                                             By:  SBC WIRELESS, LLC, its manager



                                                   By:/s/Kathy Rehmer
                                                      --------------------------
                                                       Kathy Rehmer
                                                       as Attorney-in-Fact by
                                                       Power-of-Attorney


<PAGE>   69

                                                                            S-12

                                 CORPUS CHRISTI SMSA LIMITED
                                 PARTNERSHIP

                                          By:  SOUTHWESTERN BELL WIRELESS
                                                   LLC, its General Partner

                                             By:  SBC WIRELESS, LLC, its manager



                                                   By:/s/Kathy Rehmer
                                                      --------------------------
                                                       Kathy Rehmer
                                                       as Attorney-in-Fact by
                                                       Power-of-Attorney



<PAGE>   70

                                                                            S-13

                                 C-SW CELLULAR PARTNERSHIP


                               By:    SOUTHWESTERN BELL MOBILE
                                      SYSTEMS, LLC, its General Partner

                               By:    SBC WIRELESS, LLC, its manager



                                      By:/s/Kathy Rehmer
                                         ---------------------------------------
                                                Kathy Rehmer
                                                as Attorney-in-Fact by
                                                Power-of-Attorney


                               By:    AMERICAN CELLULAR NETWORK LLC,
                                      its General Partner

                               By:    SBC WIRELESS, LLC, its manager



                                      By:/s/Kathy Rehmer
                                         ---------------------------------------
                                                Kathy Rehmer
                                                as Attorney-in-Fact by
                                                Power-of-Attorney


<PAGE>   71

                                                                            S-14

                                 DALLAS SMSA LIMITED PARTNERSHIP

                                        By:  SOUTHWESTERN BELL WIRELESS
                                             LLC, General Partner

                                             By:  SBC WIRELESS, LLC, its manager



                                                   By:/s/Kathy Rehmer
                                                      --------------------------
                                                       Kathy Rehmer
                                                       as Attorney-in-Fact by
                                                       Power-of-Attorney


<PAGE>   72
                                                                            S-15


                                 DECATUR CELLULAR TELEPHONE COMPANY LLC

                                        By:    SBC WIRELESS, LLC, its manager



                                               By:/s/Kathy Rehmer
                                                  ------------------------------
                                                     Kathy Rehmer
                                                     as Attorney-in-Fact by
                                                     Power-of-Attorney


<PAGE>   73
                                                                            S-16


                                         DELAWARE VALLEY PCS COMMUNICATIONS, LLC

                                                 By:  AMERICAN CELLULAR NETWORK
                                                      LLC, its manager

                                                      By:   SBC WIRELESS, LLC,
                                                            its manager



                                                        By:/s/Kathy Rehmer
                                                          ----------------------
                                                            Kathy Rehmer
                                                            as Attorney-in-Fact
                                                            by Power-of-Attorney


<PAGE>   74
                                                                            S-17


                                          DETROIT SMSA LIMITED PARTNERSHIP

                                                 By:  AMERITECH MOBILE
                                                      COMMUNICATIONS LLC, Genera
                                                              Partner

                                                      By:   SBC WIRELESS, LLC,
                                                            its manager



                                                         By:/s/Kathy Rehmer
                                                            --------------------
                                                            Kathy Rehmer
                                                            as Attorney-in-Fact
                                                            by Power-of-Attorney


<PAGE>   75

                                                                            S-18

                                   EASTERN MISSOURI CELLULAR LIMITED PARTNERSHIP

                                                 By:  SOUTHWESTERN BELL WIRELESS
                                                      LLC, General Partner

                                                      By:   SBC WIRELESS, LLC,
                                                            its manager



                                                        By:/s/Kathy Rehmer
                                                           ---------------------
                                                            Kathy Rehmer
                                                            as Attorney-in-Fact
                                                            by Power-of-Attorney


<PAGE>   76

                                                                            S-19

                                   GARY CELLULAR TELEPHONE COMPANY

                                          By:  SOUTHWESTERN BELL MOBILE
                                               SYSTEMS   LLC, General Partner

                                              By: SBC WIRELESS, LLC, its manager



                                                     By:/s/Kathy Rehmer
                                                        ------------------------
                                                         Kathy Rehmer
                                                         as Attorney-in-Fact by
                                                         Power-of-Attorney


<PAGE>   77
                                                                            S-20


                                   HOUMA THIBADOUX CELLULAR PARTNERSHIP

                                          By:  SBC WIRELESS, LLC, its General
                                                       Partner



                                          By:/s/Kathy Rehmer
                                             -----------------------------------
                                               Kathy Rehmer
                                               as Attorney-in-Fact by Power-of-
                                               Attorney


<PAGE>   78

                                                                            S-21

                                   JOLIET CELLULAR TELEPHONE, LLC

                                          By:  AMERICAN CELLULAR NETWORK
                                               LLC, its manager

                                             By: SBC WIRELESS, LLC, its manager



                                                     By:/s/Kathy Rehmer
                                                       -------------------------
                                                         Kathy Rehmer
                                                         as Attorney-in-Fact by
                                                         Power-of-Attorney




<PAGE>   79

                                                                            S-22

                                   KANSAS CITY SMSA LIMITED PARTNERSHIP

                                          By:  SOUTHWESTERN BELL WIRELESS
                                               LLC, General Partner

                                              By: SBC WIRELESS, LLC, its manager



                                                     By:/s/Kathy Rehmer
                                                       -------------------------
                                                         Kathy Rehmer
                                                         as Attorney-in-Fact by
                                                         Power-of-Attorney


<PAGE>   80

                                                                            S-23

                                   LUBBOCK SMSA LIMITED PARTNERSHIP

                                          By:  SOUTHWESTERN BELL WIRELESS
                                               LLC, General Partner

                                              By: SBC WIRELESS, LLC, its manager



                                                     By:/s/Kathy Rehmer
                                                       -------------------------
                                                         Kathy Rehmer
                                                         as Attorney-in-Fact by
                                                         Power-of-Attorney


<PAGE>   81

                                                                            S-24

                                   MADISON SMSA LIMITED PARTNERSHIP

                                          By:  AMERICAN MOBILE
                                               COMMUNICATIONS LLC, General
                                                       Partner

                                              By: SBC WIRELESS, LLC, its manager



                                                     By:/s/Kathy Rehmer
                                                       -------------------------
                                                         Kathy Rehmer
                                                         as Attorney-in-Fact by
                                                         Power-of-Attorney


<PAGE>   82

                                                                            S-25

                               MCALLEN-EDINBURG-MISSION SMSA LIMITED PARTNERSHIP

                                          By:  SOUTHWESTERN BELL WIRELESS
                                               LLC, General Partner

                                            By:   SBC WIRELESS, LLC, its manager



                                                     By:/s/Kathy Rehmer
                                                       -------------------------
                                                         Kathy Rehmer
                                                         as Attorney-in-Fact by
                                                         Power-of-Attorney


<PAGE>   83

                                                                            S-26

                                   MIDLAND-ODESSA SMSA LIMITED PARTNERSHIP

                                          By:  SOUTHWESTERN BELL WIRELESS
                                               LLC, General Partner

                                            By:   SBC WIRELESS, LLC, its manager



                                                     By:/s/Kathy Rehmer
                                                       -------------------------
                                                         Kathy Rehmer
                                                         as Attorney-in-Fact by
                                                         Power-of-Attorney


<PAGE>   84

                                                                            S-27

                                   MILWAUKEE SMSA LIMITED PARTNERSHIP

                                          By:  AMERITECH MOBILE
                                               COMMUNICATIONS LLC, General
                                                       Partner

                                            By:   SBC WIRELESS, LLC, its manager



                                                     By:/s/Kathy Rehmer
                                                       -------------------------
                                                         Kathy Rehmer
                                                         as Attorney-in-Fact by
                                                         Power-of-Attorney


<PAGE>   85

                                                                            S-28

                                   MISSOURI RSA 8 LIMITED PARTNERSHIP

                                          By:  SOUTHWESTERN BELL WIRELESS
                                               LLC, General Partner

                                              By: SBC WIRELESS, LLC, its manager



                                                     By:/s/Kathy Rehmer
                                                       -------------------------
                                                         Kathy Rehmer
                                                         as Attorney-in-Fact by
                                                         Power-of-Attorney


<PAGE>   86
                                                                            S-29


                                   MISSOURI RSA 9B1 LIMITED PARTNERSHIP

                                          By:  SOUTHWESTERN BELL WIRELESS
                                               LLC, General Partner

                                              By: SBC WIRELESS, LLC, its manager



                                                     By:/s/Kathy Rehmer
                                                       -------------------------
                                                         Kathy Rehmer
                                                         as Attorney-in-Fact by
                                                         Power-of-Attorney


<PAGE>   87

                                                                            S-30

                                   MISSOURI RSA 11/12 LIMITED PARTNERSHIP

                                          By:  SOUTHWESTERN BELL WIRELESS
                                               LLC, General Partner

                                              By: SBC WIRELESS, LLC, its manager



                                                     By:/s/Kathy Rehmer
                                                       -------------------------
                                                         Kathy Rehmer
                                                         as Attorney-in-Fact by
                                                         Power-of-Attorney


<PAGE>   88

                                                                            S-31

                                 NEHOLDINGS, LLC

                                   By:    SBC WIRELESS, LLC, its manager



                                        By:/s/Kathy Rehmer
                                           ------------------------------------
                                           Kathy Rehmer
                                           as Attorney-in-Fact by Power-of-
                                           Attorney



<PAGE>   89

                                                                            S-32

                                   OKLAHOMA CITY SMSA LIMITED PARTNERSHIP

                                          By:  SOUTHWESTERN BELL WIRELESS
                                               LLC, General Partner

                                              By: SBC WIRELESS, LLC, its manager



                                                     By:/s/Kathy Rehmer
                                                       -------------------------
                                                         Kathy Rehmer
                                                         as Attorney-in-Fact by
                                                         Power-of-Attorney


<PAGE>   90

                                                                            S-33

                                   OKLAHOMA RSA 3 LIMITED PARTNERSHIP

                                          By:  SOUTHWESTERN BELL WIRELESS
                                               LLC, General Partner

                                              By: SBC WIRELESS, LLC, its manager



                                                   By:/s/Kathy Rehmer
                                                      --------------------------
                                                      Kathy Rehmer
                                                      as Attorney-in-Fact by
                                                      Power-of-Attorney


<PAGE>   91

                                                                            S-34

                                   OKLAHOMA RSA 9 LIMITED PARTNERSHIP

                                          By:  SOUTHWESTERN BELL WIRELESS
                                               LLC, General Partner

                                              By: SBC WIRELESS, LLC, its manager



                                                     By:/s/Kathy Rehmer
                                                       -------------------------
                                                         Kathy Rehmer
                                                         as Attorney-in-Fact by
                                                         Power-of-Attorney


<PAGE>   92

                                                                            S-35

                                   PACIFIC TELESIS MOBILE SERVICES, LLC

                                          By:  SBC WIRELESS, LLC, its manager



                                               By:/s/Kathy Rehmer
                                                  ------------------------------
                                                     Kathy Rehmer
                                                     as Attorney-in-Fact by
                                                     Power-of-Attorney




<PAGE>   93

                                                                            S-36

                                   ST. JOSEPH SMSA LIMITED PARTNERSHIP

                                          By:  SOUTHWESTERN BELL WIRELESS
                                               LLC, General Partner

                                            By:   SBC WIRELESS, LLC, its manager



                                               By:/s/Kathy Rehmer
                                                  ------------------------------
                                                     Kathy Rehmer
                                                     as Attorney-in-Fact by
                                                     Power-of-Attorney


<PAGE>   94

                                                                            S-37

                                 SAN ANTONIO SMSA LIMITED PARTNERSHIP

                                        By:    SOUTHWESTERN BELL WIRELESS LLC,
                                               its General Partner

                                        By:    SBC WIRELESS, LLC, its manager



                                               By:/s/Kathy Rehmer
                                                  ------------------------------
                                                     Kathy Rehmer
                                                     as Attorney-in-Fact by
                                                     Power-of-Attorney



<PAGE>   95

                                                                            S-38

                                SBMS CELLULAR TELECOMMUNICATIONS BLOOMINGTON LLC

                                        By:    SBC WIRELESS, LLC, its manager



                                               By:/s/Kathy Rehmer
                                                  ------------------------------
                                                     Kathy Rehmer
                                                     as Attorney-in-Fact by
                                                     Power-of-Attorney



<PAGE>   96

                                                                            S-39

                                SBMS CELLULAR TELECOMMUNICATIONS SPRINGFIELD LLC

                                        By:    SBC WIRELESS, LLC, its manager



                                         By:/s/Kathy Rehmer
                                            ------------------------------------
                                               Kathy Rehmer
                                               as Attorney-in-Fact by
                                               Power-of-Attorney




<PAGE>   97

                                                                            S-40

                                    SNET CELLULAR LLC

                                           By:    SBC WIRELESS, LLC, its manager



                                              By:/s/Kathy Rehmer
                                                 -------------------------------
                                                 Kathy Rehmer
                                                 as Attorney-in-Fact by
                                                 Power-of-Attorney




<PAGE>   98

                                                                            S-41

                                            SOUTHWESTERN BELL MOBILE SYSTEMS LLC

                                           By:    SBC WIRELESS, LLC, its manager



                                            By:/s/Kathy Rehmer
                                               ---------------------------------
                                               Kathy Rehmer
                                               as Attorney-in-Fact by
                                               Power-of-Attorney


<PAGE>   99

                                                                            S-42

                                            SOUTHWESTERN BELL WIRELESS, LLC

                                           By:    SBC WIRELESS, LLC, its manager



                                            By:/s/Kathy Rehmer
                                               ---------------------------------
                                                  Kathy Rehmer
                                                  as Attorney-in-Fact by
                                                  Power-of-Attorney




<PAGE>   100

                                                                            S-43

                                   SPRINGWICH CELLULAR LIMITED PARTNERSHIP

                                            By:  SNET CELLULAR LLC, General
                                                 Partner

                                            By:   SBC WIRELESS, LLC, its manager



                                            By:/s/Kathy Rehmer
                                               ---------------------------------
                                                 Kathy Rehmer
                                                 as Attorney-in-Fact by
                                                 Power-of-Attorney


<PAGE>   101

                                                                            S-44

                                            TEXAS RSA 6 LIMITED PARTNERSHIP

                                            By:  SOUTHWESTERN BELL WIRELESS
                                                 LLC, General Partner

                                            By:   SBC WIRELESS, LLC, its manager



                                            By:/s/Kathy Rehmer
                                               ---------------------------------
                                                  Kathy Rehmer
                                                  as Attorney-in-Fact by
                                                  Power-of-Attorney


<PAGE>   102
                                                                            S-45


                                     TEXAS RSA 7B 1 LIMITED PARTNERSHIP

                                         By:  SOUTHWESTERN BELL WIRELESS
                                              LLC, General Partner

                                         By:   SBC WIRELESS, LLC, its manager



                                         By:/s/Kathy Rehmer
                                            ------------------------------------
                                                Kathy Rehmer
                                                as Attorney-in-Fact by
                                                Power-of-Attorney


<PAGE>   103

                                                                            S-46

                                      TEXAS RSA 9B 1 LIMITED PARTNERSHIP

                                      By:  SOUTHWESTERN BELL WIRELESS
                                           LLC, General Partner

                                      By:   SBC WIRELESS, LLC, its manager



                                      By:/s/Kathy Rehmer
                                         --------------------------------------
                                            Kathy Rehmer
                                            as Attorney-in-Fact by
                                            Power-of-Attorney


<PAGE>   104

                                                                            S-47

                                    TEXAS RSA 9B4 LIMITED PARTNERSHIP

                                      By:  SOUTHWESTERN BELL WIRELESS
                                           LLC, General Partner

                                      By:   SBC WIRELESS, LLC, its manager



                                      By:/s/Kathy Rehmer
                                         ---------------------------------------
                                            Kathy Rehmer
                                            as Attorney-in-Fact by
                                            Power-of-Attorney


<PAGE>   105


                                                                            S-48
                                     TEXAS RSA 10B1 LIMITED PARTNERSHIP

                                        By:  SOUTHWESTERN BELL WIRELESS
                                             LLC, General Partner

                                        By:   SBC WIRELESS, LLC, its manager



                                        By:/s/Kathy Rehmer
                                           ------------------------------------
                                              Kathy Rehmer
                                              as Attorney-in-Fact by
                                              Power-of-Attorney



<PAGE>   106
                                                                            S-49



                                   TEXAS RSA 18 LIMITED PARTNERSHIP

                                      By:  SOUTHWESTERN BELL WIRELESS
                                           LLC, General Partner

                                      By:   SBC WIRELESS, LLC, its manager



                                      By:/s/Kathy Rehmer
                                         ---------------------------------------
                                            Kathy Rehmer
                                            as Attorney-in-Fact by
                                            Power-of-Attorney



<PAGE>   107

                                                                            S-50

                                     TEXAS RSA 19 LIMITED PARTNERSHIP

                                     By:  SOUTHWESTERN BELL WIRELESS
                                          LLC, General Partner

                                     By:   SBC WIRELESS, LLC, its manager



                                     By:/s/Kathy Rehmer
                                        ----------------------------------------
                                           Kathy Rehmer
                                           as Attorney-in-Fact by
                                           Power-of-Attorney


<PAGE>   108
                                                                            S-51


                                  TEXAS RSA 20B1 LIMITED PARTNERSHIP

                                   By:  SOUTHWESTERN BELL WIRELESS
                                        LLC, General Partner

                                   By:   SBC WIRELESS, LLC, its manager



                                   By:/s/Kathy Rehmer
                                      ------------------------------------------
                                         Kathy Rehmer
                                         as Attorney-in-Fact by
                                         Power-of-Attorney


<PAGE>   109
                                                                            S-52


                              OPEKA SMSA LIMITED PARTNERSHIP

                                    By:  SOUTHWESTERN BELL WIRELESS
                                         LLC, General Partner

                                         By:   SBC WIRELESS, LLC, its manager



                                               By:/s/Kathy Rehmer
                                                  ------------------------------
                                                   Kathy Rehmer
                                                   as Attorney-in-Fact by
                                                   Power-of-Attorney



<PAGE>   110

                                                                            S-53

                         VINELAND CELLULAR TELEPHONE
                         COMPANY LLC

                                By:    SBC WIRELESS, LLC, its manager



                                       By:/s/Kathy Rehmer
                                          -------------------------------------
                                             Kathy Rehmer
                                             as Attorney-in-Fact by
                                             Power-of-Attorney




<PAGE>   111
                                                                            S-54


                           WASHINGTON/BALTIMORE CELLULAR LIMITED PARTNERSHIP

                                  By:  WASHINGTON/BALTIMORE
                                       CELLULAR HOLDCO LLC, General
                                               Partner

                                       By:   SBC WIRELESS, LLC, its manager



                                             By:/s/Kathy Rehmer
                                                --------------------------------
                                                   Kathy Rehmer
                                                   as Attorney-in-Fact by
                                                   Power-of-Attorney


<PAGE>   112

                                                                            S-55

                                WICHITA SMSA LIMITED PARTNERSHIP

                                       By:  SOUTHWESTERN BELL WIRELESS
                                            LLC, General Partner

                                            By:   SBC WIRELESS, LLC, its manager



                                                  By:/s/Kathy Rehmer
                                                     ---------------------------
                                                       Kathy Rehmer
                                                       as Attorney-in-Fact by
                                                       Power-of-Attorney


<PAGE>   113

                                                                            S-56

                                WORCESTER TELEPHONE COMPANY

                                       By:  SOUTHWESTERN BELL MOBILE
                                            SYSTEMS LLC, General Partner

                                            By:   SBC WIRELESS, LLC, its manager



                                                  By:/s/Kathy Rehmer
                                                     ---------------------------
                                                        Kathy Rehmer
                                                        as Attorney-in-Fact by
                                                        Power-of-Attorney


<PAGE>   114
                                                                            S-57


                                               CCPR OF THE VIRGIN ISLANDS, INC.



                                                By:/s/Paul R. Driscoll
                                                   -----------------------------
                                                      Paul R. Driscoll
                                                      Vice President




<PAGE>   115

                                                                            S-58

                                               CCPR SERVICES, INC.



                                               By:/s/Paul R. Driscoll
                                                  ------------------------------
                                                     Paul R. Driscoll
                                                     Vice President





<PAGE>   116

                                                                            S-59

                                               PINE BLUFF CELLULAR, INC.



                                               By:/s/Paul R. Driscoll
                                                  ------------------------------
                                                     Paul R. Driscoll
                                                     Vice President





<PAGE>   117

                                                                            S-60

                                      PINNACLE CELLULAR LIMITED PARTNERSHIP


                                        By:      OZARK CELLULAR
                                                 CORPORATION, as general partner



                                        By:/s/Paul R. Driscoll
                                           ------------------------------------
                                              Paul R. Driscoll
                                              Vice President





<PAGE>   118
                                                                            S-61


                                               RADIOFONE HOLDINGS, INC.



                                               By:/s/Paul R. Driscoll
                                                  ------------------------------
                                                    Paul R. Driscoll
                                                    Vice President




<PAGE>   119

                                                                            S-62

                                        SAN JUAN CELLULAR TELEPHONE COMPANY

                                        By:    CCPR, INC., General Partner


                                               By:/s/Paul R. Driscoll
                                                  ------------------------------
                                                     Paul R. Driscoll
                                                     Vice President



<PAGE>   120

                                                                            S-63

                                               USVI CELLULAR TELEPHONE
                                               CORPORATION



                                               By:/s/Paul R. Driscoll
                                                  ------------------------------
                                                    Paul R. Driscoll
                                                    Vice President