<PAGE>   1

                                                                   EXHIBIT 10.53

                            STOCK PURCHASE AGREEMENT

         This Stock Purchase Agreement (the "Agreement"), is made and entered
into as of the _____ day of March, 2001, by and among Pinnacle Towers, Inc., a
Delaware corporation, (the "Buyer"), and Robert J. Wolsey and Steven R. Day (the
"Sellers") and is made in reference to the following facts:

                                R E C I T A L S:

         A.       Each of the Sellers owns two hundred (200) shares (the
"Stock") of the issued and outstanding shares of the voting common stock of
PINNACLE TOWERS III, INC. (the "Corporation").

         B.       Each of the Sellers desires to sell, and Buyer desires to
purchase, the Stock on the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the premises, the mutual covenants
and agreements herein contained, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

         1.       Purchase and Sale and Transfer of Stock. The Sellers hereby
agree to sell, transfer, convey and deliver to the Buyer, and the Buyer hereby
agrees to purchase and accept delivery of, all of the Stock owned by each of
them.

         2.       Purchase Price, Payment and Security. The purchase price (the
"Purchase Price") to be paid by the Buyer to each of the Sellers for all of the
Stock owned by each of them is Four Thousand Five Hundred Dollars ($ 4,500.00).

         3.       Closing. The closing (the "Closing") of the transactions
contemplated hereby will occur at a time on or before March 30, 2001, and at a
place, mutually acceptable to the parties. At the Closing, the following will
occur:

                  a.       Buyer shall deliver to each Seller a check in the
         amount of the Purchase Price; and

                  b.       Each Seller shall deliver to Buyer a certificate or
         certificates representing the Stock, registered in the name of Seller,
         duly endorsed by the Seller for transfer to the Buyer or accompanied by
         an irrevocable stock power duly executed by the Seller.

         4.       Conditions Precedent. The consummation of the transactions
contemplated hereby are subject to the satisfaction of the following conditions
precedent:


<PAGE>   2

                  a.       The approval of this Agreement and the transactions
contemplated hereby by the Board of Directors of Pinnacle Holdings Inc.

                  b.       The approval of this Agreement by the Board of
Directors of Buyer;

                  c.       The adoption and filing of Amended and Restated
Articles of Incorporation in substantially the form attached hereto as Exhibit A
hereto;

                  d.       The transfer by the Corporation to Pinnacle Towers V
Inc. of those certain assets of the Corporation in accordance with Asset
Contribution Agreement attached as Exhibit B hereto, including without
limitation all of the stock of each of Shaffer and Associates, Inc. and Sierra
Towers, Inc. owned by the Corporation; and

                  e.       The timely filing with the Internal Revenue Service
of a valid election that Pinnacle Towers V Inc. be treated as a taxable REIT
subsidiary as described in Section 856(l) of the Internal Revenue Code of 1986,
as amended, the effective date of which election is both prior to the Closing
and on or after the date of transfer described in Section 4d above.

         5.       Mutual Representations and Warranties. In order to induce the
other party to enter into this Agreement and consummate the transactions
contemplated hereby, each Seller represents and warrants to the Buyer, and the
Buyer represents and warrants to each Seller, as of the date hereof and as of
the time of Closing that:

                  a.       Each party has complied with all provisions of
applicable law in connection with this Agreement and has full power and
authority under applicable law to execute, deliver and perform this Agreement
and any and all agreements, certificates, documents and instruments contemplated
by this Agreement.

                  b.       This Agreement constitutes the legal, valid and
binding obligation of each party and is enforceable against such party in
accordance with its terms. Each and every one of the agreements, certificates,
documents and instruments which shall now or hereafter be executed by each party
and delivered to any other party in connection with this Agreement, is and will
constitute the legal, valid and binding obligation of such party and will be
enforceable against such party in accordance with its respective terms.

                  c.       The execution and delivery of this Agreement and each
certificate, document and/or instrument which shall now or hereafter be executed
by each party and delivered to any other party in connection with this Agreement
and the consummation of the transactions contemplated herein will not result in
a breach or violation of, or a default under any agreement to which such party
is a party or by which any such party or any of such party's property may be
bound, or any statute, regulation, order or other law to which any such party is
subject.


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<PAGE>   3

                  d.       No party has any obligation to pay any fees or
commissions to any broker, finder or agent with respect to the transactions
contemplated by this Agreement for which any party hereto could become liable or
obligated.

         6.       Representations and Warranties of the Seller. In order to
induce the Buyer to enter into this Agreement and to perform his obligations
hereunder, each Seller hereby represents and warrants to the Buyer as of the
date hereof and as of the time of Closing as follows:

                  a.       The Stock is owned of record and beneficially by the
Seller alone, free and clear of any and all liens, claims and encumbrances of
any kind whatsoever, except for the pledge thereof to Bank of America, N.A.
which will be released in connection with the Closing. At the Closing, the
transfer by the Seller of the Stock will convey to Buyer valid and marketable
title to the Stock, free and clear of any and all liens, claims and
encumbrances.

                  b.       The Seller has been furnished or otherwise obtained
all information necessary to enable Seller to evaluate the merits of the sale of
the Stock.

         7.       Covenants. Each Seller covenants and agrees as follows with
respect to the period between the execution of this Agreement and the Closing:

                  a.       The Seller will not engage in any practice or take
any action inconsistent with the continuation of the ordinary course of business
of the Corporation.

                  b.       The Seller in his capacity as a shareholder of the
Corporation shall execute one or more written consents to approve both (i) the
transfer of assets by the Corporation as contemplated by Section 4 d. hereof,
and (ii) the adoption of amended and restated articles of incorporation of the
Corporation as contemplated by Section 4 c. hereof.

                  c.       The Seller will not seek to remove the Stock from the
existing pledge thereof to Bank of America Texas, N.A. except in furtherance of
the consummation of sale of the Stock to Buyer in accordance with this
Agreement, and will not otherwise pledge, encumber or hypothecate such Stock or
permit any liens to attach thereto. The Seller agrees to take all such actions
necessary or convenient to cause the release of the Stock from the pledge to
Bank of America Texas, N.A. in furtherance of the consummation of this
Agreement.

         8.       Miscellaneous.

                  a.       Governing law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Florida.


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<PAGE>   4

                  b.       Recitals. The parties acknowledge that the Recitals
hereto are true and correct and they are by this reference incorporated into
this Agreement.

                  c.       Notices. Any notices, requests, demands and other
communications required or permitted to be given hereunder shall be in writing
and shall be deemed to have been duly given when delivered by hand or when
deposited in the United States mail, by registered or certified mail, postage
prepaid, return receipt requested, as follows:

If to the Buyer:                       Pinnacle Towers, Inc.
                                       301 North Cattlemen Road, Suite 300
                                       Sarasota, FL  34232
                                       Attention: Christine Shirley, Treasurer

If to a Seller:                        Robert J. Wolsey
                                       301 North Cattlemen Road, Suite 300
                                       Sarasota, FL  34232

                                       Steven R. Day
                                       301 North Cattlemen Road, Suite 300
                                       Sarasota, FL  34232

or to such other address as the party hereto may from time to time give written
notice of, in accordance with this Section 8, to the others.

                  d.       Entire Agreement. This Agreement constitutes the
entire agreement among the parties hereto and supersedes all prior agreements,
understandings, negotiations and discussions, both written and oral, among the
parties hereto with respect to the subject matter hereof. This Agreement may not
be amended or modified in any way except by a written instrument executed by all
of the parties hereto.

                  e.       Benefits; Binding Effect. This Agreement shall be for
the benefit of and binding upon the parties hereto, their respective heirs,
personal representatives, legal representatives, successors and assigns.

                  f.       No Waiver. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provisions
hereof (whether or not similar), nor shall any such waiver constitute a
continuing waiver unless otherwise expressly so provided.

                  g.       No Third Party Beneficiary. Nothing expressed or
implied in this Agreement is intended, or shall be construed, to confer upon or
give any person, firm, corporation, partnership, association or other entity,
other than the parties hereto and persons and entities whose name appears in
this Agreement and their


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<PAGE>   5

respective heirs, personal representatives, legal representatives, successors
and assigns, any rights or remedies under or by reason of this Agreement.

                  h.       Severability. The invalidity of any one or more of
the words, phrases, sentences, clauses, sections or subsections contained in
this Agreement shall not affect the enforceability of the remaining portions of
this Agreement or any part hereof, all of which are inserted conditionally on
their being valid in law, and, in the event that any one or more of the words,
phrases, sentences, clauses, sections or subsections contained in this Agreement
shall be declared invalid, this Agreement shall be construed as if such invalid
word or words, phrase or phrases, sentence or sentences, clause or clauses,
section or sections, or subsection or subsections had not be inserted.

                  i.       Expenses. All legal, accounting and other costs and
expenses incurred in connection with this Agreement and any of the transactions
contemplated hereby shall be borne and paid by the party incurring such costs
and expenses, and no party shall be obligated for any cost or expense incurred
by any other party.

                  j.       No Brokerage. The Buyer and the Seller hereby
severally declare that no broker or finder has been employed by any of them,
that all negotiations relative to this Agreement have been carried on directly
between them without the intervention of any person other than counsel to the
respective parties hereto and that no person or entity is entitled to any
brokerage or finder's fee with respect to this Agreement or any transaction
contemplated by this Agreement.

                  k.       Section Headings. The section and other headings
contained in this Agreement are for reference purposes only and shall not affect
the meaning or interpretation of any provisions of this Agreement.

                  l.       Counterparts. This Agreement may be executed in any
number of counterparts and by the several parties hereto in separate
counterparts, each of which shall be deemed to be one and the same instrument.

                  m.       Further Assurances. Each of the parties hereto agrees
to cooperate with each other party in good faith to carry out the purpose and
intent of this Agreement, and from time to time upon reasonable request, will
execute and deliver such other instruments of assignment, transfer and
conveyance and take such other actions as may be reasonably required to more
effectively carry out the purpose and intent of this Agreement and effect the
transactions contemplated hereby.

                  n.       Survival. All the representations, warranties,
covenants and agreements of the parties contained in this Agreement shall
survive the closing hereunder, and continue in full force and effect forever
thereafter, subject to any applicable statute of limitations.


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<PAGE>   6

                  o.       Attorney's Fees. If any legal action, arbitration or
other proceedings is brought for the enforcement of this Agreement, or because
of an alleged dispute, breach, default or misrepresentation in connection with
any of the provisions of this Agreement, the prevailing party or parties shall
be entitled to recover reasonable attorneys' fees and other costs incurred with
that action or proceeding, in addition to any other relief to which any of them
may be entitled, including attorneys' fees and costs in any appellate
proceeding.

                  p.       Construction. Neither this Agreement nor any related
document shall be construed more strongly against any party regardless of who
was responsible for its preparation.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

SELLERS:                                       BUYER:

                                               PINNACLE TOWERS, INC.

-------------------------------                By
Robert J. Wolsey                                  ------------------------------
                                                  Name:
                                                       -------------------------
                                                  Title:
                                                        ------------------------



-------------------------------
Steven R. Day



                                       6
<PAGE>   7

                                                                       EXHIBIT A


                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                            PINNACLE TOWERS III INC.

         In accordance with Section 607.1007 of the Florida Business Corporation
Act ("FBCA"), the Articles of Incorporation of Pinnacle Towers III Inc., a
Florida corporation (the "Corporation"), are hereby amended and restated to read
in their entirety as follows:

                                 ARTICLE I. NAME

         The name of the Corporation is:

                            PINNACLE TOWERS III INC.

                               ARTICLE II. ADDRESS

         The mailing address of the Corporation is:

                           301 North Cattlemen Road, Suite 300
                           Sarasota, FL  34232

                     ARTICLE III. COMMENCEMENT OF EXISTENCE

         The existence of the Corporation will commence at 12:01 A.M., the date
of filing of the Articles of Incorporation.

                               ARTICLE IV. PURPOSE

         The Corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.

                          ARTICLE V. AUTHORIZED CAPITAL

         A.       AUTHORIZED SHARES. The total number of shares of capital stock
that the Corporation has authority to issue is:

                  1.       1,960,440 shares of Voting Common Stock, par value
         $0.001 per share (the "Voting Common");

                  2.       1,965,000 shares of Nonvoting Common Stock, par value
         $0.001 per share (the "Nonvoting Common"); and

                  3.       1,000,000 shares of Preferred Stock, par value $0.001
         per share (the "Preferred Stock").


<PAGE>   8

         B.       COMMON STOCK. The Voting Common and the Nonvoting Common are
collectively referred to as the "Common Stock". The shares may be issued from
time to time as authorized by the Board of Directors of the Corporation without
further approval of the shareholders of the Corporation, except as otherwise
provided herein or to the extent that such approval is required by statute, law,
rule or regulation. Shares of Common Stock will have the rights, preferences and
limitations set forth below. Capitalized terms used and not otherwise defined in
this Section B shall have the meaning set forth in Section 8.

                  1.       VOTING RIGHTS. Except as otherwise provided in this
Article V or as otherwise required by applicable law, (a) holders of Voting
Common shall be entitled to one vote per share on all matters to be voted on by
the shareholders of the Corporation, and (b) holders of Nonvoting Common shall
have no right to vote on any matter to be voted on by the shareholders of the
Corporation, except as otherwise required by statute, law, rule or regulation.

                  2.       DIVIDENDS. As and when dividends are declared or paid
thereon, whether in cash, property or securities of the Corporation, the holders
of Common Stock shall be entitled to participate in such dividends ratably on a
per share basis; provided, that (i) if dividends are declared that are payable
in shares of Voting Common or Nonvoting Common then dividends shall be payable
at the same rate on each such class of Common Stock and the dividends payable in
shares of Voting Common shall be payable to holders of Voting Common, and
dividends payable in shares of Nonvoting Common shall be payable to holders of
Nonvoting Common, and (ii) if the dividends consist of other voting securities
of the Corporation, then the Corporation shall make available to each holder of
Nonvoting Common, at such holder's request, dividends consisting of non-voting
securities of the Corporation which are otherwise identical to such other voting
securities.

                  3.       LIQUIDATION. The holders of Common Stock shall be
entitled to participate ratably on a per share basis in all distributions to the
holders of Common Stock in any liquidation, dissolution or winding up of the
Corporation.

                  4.       STOCK SPLITS AND STOCK DIVIDENDS. If there are any
shares of Common Stock issued and outstanding, the Corporation will not in any
manner subdivide (by stock split, stock dividend or otherwise) or combine (by
reverse stock split or otherwise) the outstanding shares of Common Stock of one
class unless the outstanding Common Stock of all the other classes will be
proportionately subdivided or combined. All such subdivisions will be payable
only in Voting Common only to the holders of Voting Common and in Nonvoting
Common only to the holders of Nonvoting Common.


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<PAGE>   9

                  5.       DISTRIBUTIONS. Subject to any right of any holder of
Preferred Stock to receive any distribution whether in cash, property or
securities and whether by dividend, liquidation, distribution or otherwise
("Distribution"), the holders of Common Stock will be entitled to receive any
Distribution ratably among such holders on the basis of the number of shares of
Common Stock held by such holders.

                  6.       APPROVAL BY VOTING COMMON. So long as any Voting
Common remains outstanding, without the prior written consent of the holders of
a majority of the outstanding shares of Voting Common, the Corporation will not,
nor will it permit any Subsidiary to (i) issue any Senior Securities, Pari Passu
Securities or Common Stock, other than to issue up to 5,000 additional shares of
Nonvoting Common in order for it, in the judgment of any officer of the
Corporation, to obtain or maintain the status of the Corporation as a Real
Estate Investment Trust under Section 856-860 of the Code; (ii) redeem, purchase
or otherwise acquire directly or indirectly any Pari Passu Securities or Common
Stock, (iii) sell, transfer, assign or dispose of or lease to one or more
Affiliates in one or more related series of transactions or take any similar
action with respect to any substantial portion of the Corporation's assets, or
make any material acquisition of assets, other than pursuant to that certain
Agreement for Purchase and Sale effective as of August 31, 1999, between the
Corporation and Pinnacle Towers Inc., a Delaware corporation; (iv) Incur in
excess of $100,000 in Debt for borrowed money; (v) enter into a transaction with
an Affiliate of the Corporation involving consideration in excess of $10,000;
(vi) directly or indirectly pay or declare any dividend or make any distribution
upon any Pari Passu Securities or any Common Stock; or (v) Incur or suffer to
exist any Lien on or with respect to any property or assets now owned or
hereafter acquired to secure any Debt.

                  7.       RESERVED SHARES. The Corporation will at all times
reserve and keep available out of its authorized Voting Common a sufficient
number of shares of Voting Stock to issue upon conversion of any shares of
"Series A. Preferred" (as defined herein) or indebtedness of the Corporation
that is outstanding from time to time that is convertible into Voting Common to
satisfy the Corporation's obligations to issue Voting Common upon any such
conversions.

                  8.       DEFINITIONS. As used herein or in Section V(C)
hereof, the following terms have the following respective meanings:

                  "AFFILIATE" means any Person that directly or indirectly
         controls, is controlled by, or is under common control with the
         Corporation. For purposes of this definition, "control" means the
         possession, directly or indirectly, of the power to direct or cause the
         direction of the management and policies of the Corporation, whether
         through ownership of voting securities, by contract or otherwise.


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<PAGE>   10

                  "CAPITAL LEASE OBLIGATION" of the Corporation means the
         obligation to pay rent or other payment amounts under a lease of (or
         other Debt arrangements conveying the right to use) real or personal
         property of the Corporation which is required to be classified and
         accounted for as a capital lease or a liability on the face of a
         balance sheet of the Corporation in accordance with generally accepted
         accounting principles. The stated maturity of such obligation shall be
         the date of the last payment of rent or any other amount due under such
         lease prior to the first date upon which such lease may be terminated
         by the lessee without payment of a penalty. The principal amount of
         such obligation shall be the capitalized amount thereof that would
         appear on the face of a balance sheet of the Corporation in accordance
         with generally accepted accounting principles.

                  "DEBT" means (without duplication), with respect to the
         Corporation, whether recourse is to all or a portion of the assets of
         the Corporation and whether or not contingent, (i) every obligation of
         the Corporation for money borrowed, (ii) every obligation of the
         Corporation evidenced by bonds, debentures, notes or other similar
         instruments, including obligations Incurred in connection with the
         acquisition of property, assets or businesses, (iii) every
         reimbursement obligation of the Corporation with respect to letters of
         credit, bankers' acceptances or similar facilities issued for the
         account of the Corporation, (iv) every obligation of the Corporation
         issued or assumed as the deferred purchase price of property or
         services (including securities repurchase agreements but excluding
         trade accounts payable or accrued liabilities arising in the ordinary
         course of business which are not overdue or which are being contested
         in good faith), (v) every Capital Lease Obligation of the Corporation,
         (vi) all Receivables Sales of the Corporation, together with any
         obligation of the Corporation to pay any discount, interest, fees,
         indemnities, penalties, recourse, expenses or other amounts in
         connection therewith, (vii) every obligation under Interest Rate or
         Currency Protection Agreements of the Corporation and (viii) every
         obligation of the type referred to in clauses (i) through (vii) of
         another Person and all dividends of another Person the payment of
         which, in either case, the Corporation has Guaranteed or is responsible
         or liable, directly or indirectly, as obligor, Guarantor or otherwise.
         The "amount" or "principal amount" of Debt at any time of determination
         as used herein represented by (a) any contingent Debt, shall be the
         maximum principal amount hereof, (b) any Debt issued at a price that is
         less than the principal amount at maturity thereof, shall be the amount
         of the liability in respect thereof determined in accordance with
         generally accepted accounting principals, and (c) any Receivables Sale,
         shall be the amount, if any, in connection with such Receivables Sale
         for which there is recourse to the seller or any of its Subsidiaries.


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<PAGE>   11

                  "GUARANTEE" of the Corporation means any obligation,
         contingent or otherwise, of the Corporation guaranteeing, or having the
         economic effect of guaranteeing, any Debt of any other Person (the
         "Primary Obligor") in any manner, whether directly or indirectly, and
         including, without limitation, any obligation of such Person, (i) to
         purchase or pay (or advance or supply funds for the purchase or payment
         of) such Debt or to purchase (or to advance or supply funds for the
         purchase of) any security for the payment of such Debt, (ii) to
         purchase property, securities or services for the purpose of assuring
         the holder of such Debt of the payment of such Debt, or (iii) to
         maintain working capital, equity or other financial statement condition
         or liquidity of the Primary Obligor so as to enable the Primary Obligor
         to pay such Debt (and "Guaranteed", "Guaranteeing" and "Guarantor"
         shall have the meanings correlative to the foregoing); provided,
         however, that the Guarantee by the Corporation shall not include
         endorsements by the Corporation for collection or deposit, in either
         case, in the ordinary course of business.

                  "INCUR" means, with respect to any Debt or other obligation of
         the Corporation, to create, issue, incur (by conversion, exchange or
         otherwise), assume, Guarantee or otherwise become liable in respect of
         such Debt or other obligation or the recording, as required pursuant to
         generally accepted accounting principles or otherwise, of any such Debt
         or other obligation on the balance sheet of the Corporation (and
         "Incurrence", "Incurred", "Incurable" and "Incurring" shall have
         meanings correlative to the foregoing); provided, however, that a
         change in generally accepted accounting principles that results in an
         obligation of the Corporation that exists at such time becoming Debt
         shall not be deemed an Incurrence of such Debt.

                  "INTEREST RATE OR CURRENCY PROTECTION AGREEMENT" of the
         Corporation means any forward contract, futures contract, swap, option
         or other financial agreement or arrangement (including, without
         limitation, caps, floors, collars and similar agreements) relating to,
         or the value of which is dependent upon, interest rates or currency
         exchange rates or indices.

                  "JUNIOR SECURITIES" means any capital stock or other equity
         securities of the Corporation, except for the Series A Preferred (as
         defined below), Senior Securities and Pari Passu Securities.

                  "LIQUIDATION VALUE" means, in relation to any Share,
         $1,000,000.

                  "PARI PASSU SECURITIES" means shares of any series of
         preferred stock of the Corporation created and authorized in accordance
         with the Articles of Incorporation of the Corporation, if the terms of
         such series expressly provide that shares of such series will be "Pari
         Passu Securities" with respect to the Series A Preferred.


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<PAGE>   12

                  "PERSON" means any individual, corporation, partnership, joint
         venture, trust, unincorporated organization or government or any agency
         or political subdivision thereof.

                  "RECEIVABLES" means receivables, chattel paper, instruments,
         documents or intangibles evidencing or relating to the right to payment
         of money.

                  "RECEIVABLES SALE" of the Corporation means any sale of
         Receivables of the Corporation (pursuant to a purchase facility or
         otherwise), other than in connection with a disposition of the business
         operations of the Corporation relating thereto or a disposition of
         defaulted Receivables for purpose of collection and not as a financing
         arrangement.

                  "SENIOR SECURITIES" means shares of any series of preferred
         stock of the Corporation created and authorized in accordance with the
         Articles of Incorporation of the Corporation, if the terms of such
         other series expressly provide that shares of such series will be
         "Senior Securities" with respect to the Series A Preferred.

                  "SUBSIDIARY" means any corporation of which the shares of
         outstanding capital stock possessing the voting power (under ordinary
         circumstances) in electing the board of directors are, at the time as
         of which any determination is being made, owned by the Corporation
         either directly or indirectly through Subsidiaries.

         C.       PREFERRED STOCK.

                  1.       GENERALLY. Shares of Preferred Stock may be issued
from time to time in one or more series. The Board of Directors of the
Corporation without further approval by the shareholders of the Corporation is
hereby expressly authorized to determine and alter all rights, preferences,
privileges, qualifications, limitations and restrictions of any such series
(including, without limitation, voting rights and the limitation and exclusion
of voting rights) of Preferred Stock and the number of shares constituting any
such series and the designation thereof, and to increase or decrease (but not
below the number of shares of such series then outstanding) the number of shares
of any series after the issuance of shares of that series. If the number of
shares of any series is so decreased, then the shares constituting such
reduction will resume the status that such shares had prior to the adoption of
the resolution originally fixing the number of shares of such series. No share
of any series of Preferred Stock will be sold or otherwise transferred (with or
without consideration) to any individual if such transfer would result in a
violation of the Percentage Ownership Limit.


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<PAGE>   13

                  2.       VOTING RIGHTS. The holders of shares of Preferred
Stock shall not be entitled to vote except unless established by the Board of
Directors or otherwise required by statute, law, rule or regulation.

                  3.       STOCK TO BE RESERVED. The Corporation will at all
times reserve and keep available out of its authorized Preferred Stock, solely
for the purpose of paying dividends, such number of shares of Preferred Stock as
shall be required to satisfy only dividend requirements.

                  4.       RETIREMENT OF SHARES. Shares of Preferred Stock that
are redeemed by the Corporation shall be permanently retired and shall not under
any circumstances be reissued.

                  5.       SERIES A CONVERTIBLE PREFERRED STOCK.

                  5(a).    DESIGNATION AND NUMBER OF SHARES. The Corporation is
hereby authorized to issue from time to time a total of 100 shares of Preferred
Stock to be designated Series A Convertible Preferred Stock, with $0.001 par
value per share, having the preferences, qualifications, rights and privileges
set forth herein (the "Series A Preferred"). Capitalized terms used and not
otherwise defined in this Section 5 shall have the meanings set forth in Section
B(8) above.

                  5(b).    RANK.

                           (I)      PRIORITY. The Series A Preferred will rank
with respect to dividend rights and rights on liquidation, winding up and
dissolution: (a) senior to the Common Stock and all other Junior Securities; (b)
pari passu with all Pari Passu Securities; and (c) junior to all Senior
Securities.

                          (II)      DISTRIBUTIONS. Any distribution made
pursuant to dividend rights or rights on liquidation, winding up, or dissolution
will be made to the holders of the Corporation's securities in accordance with
the relative priorities set forth above, and any such distribution will fully
satisfy the Corporation's obligations to the holders of a senior security prior
to any distribution to the holders of any Junior Security.

                  5(c).    DIVIDENDS.

                           (I).     GENERAL OBLIGATION. When and as declared by
the Corporation's Board of Directors and to the extent permitted under the FBCA
of the State of Florida, and subject to the terms of any Senior Securities, the
Corporation will pay preferential dividends to the holders of the Series A
Preferred as provided in this Section 5(c)(i). Dividends on each share of the
Series A Preferred (a "Share") will accrue on a daily basis at the rate of 18%
per annum of the sum of the Liquidation Value thereof from time to time plus all
accumulated and unpaid


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<PAGE>   14

dividends thereon from and including the date of issuance of such Share to and
including the first to occur of: (a) the date on which the Liquidation Value of
such Share (plus all accrued and unpaid dividends thereon) is paid to the holder
thereof in connection with the liquidation of the Corporation; or (b) the date
on which such Share is acquired by the Corporation. Such dividends will accrue
whether or not they have been declared and whether or not there are profits,
surplus or other funds of the Corporation legally available for the payment of
dividends. The date on which the Corporation initially issues any Share will be
deemed to be its "date of issuance" regardless of the number of times transfer
of such Share is made on the stock records maintained by or for the Corporation
and regardless of the number of certificates which may be issued to evidence
such Share.

                           (II)     DIVIDEND REFERENCE DATES. To the extent not
paid on March 31, June 30, September 30 or December 31 of any year, beginning
with the first such date after the date of issuance of the Share in question
(each a "Dividend Reference Date"), all dividends which have accrued on each
Share outstanding during the three-month period (or other period, in the case of
the first Dividend Reference Date after the date of issuance of such Share)
ending upon each such Dividend Reference Date will be accumulated and will
remain accumulated and accrue dividends with respect to such Share until paid to
the holder thereof.

                           (III)    DISTRIBUTION OF PARTIAL DIVIDEND PAYMENTS.
If at any time the Corporation pays less than the total amount of dividends then
accrued with respect to the Series A Preferred, such payment will be distributed
pro rata among the holders thereof based upon the rank and number of Shares held
by each such holder.

                  5(d).    LIQUIDATION. Subject to the terms of any Senior
Securities, upon any liquidation, dissolution or winding up of the Corporation
(whether voluntary or involuntary), each holder of Series A Preferred will be
entitled to be paid, after any required distribution or payment is made upon any
Senior Securities, before any distribution or payment is made upon any Junior
Securities, and on a pari passu basis (pro rata according to the relative
amounts to be paid) with any required distribution or payment to be made upon
any Pari Passu Securities, an amount in cash equal to the aggregate Liquidation
Value of all Shares held by such holder (plus all accrued and unpaid dividends
thereon), and the holders of Series A Preferred will not be entitled to any
further payment. If upon any such liquidation, dissolution or winding up of the
Corporation the Corporation's assets to be distributed among the holders of the
Series A Preferred and any Pari Passu Securities are insufficient to permit
payment to such holders of the aggregate amount which they are entitled to be
paid under this Section 5(d), then the entire assets available to be distributed
to the Corporation's shareholders will be distributed pro rata among the holders
of Series A Preferred and any Pari Passu Securities based upon the aggregate
Liquidation Value (plus all accrued and unpaid


                                       8
<PAGE>   15

dividends) of the Series A Preferred, and the comparable amount payable to the
holders of any Pari Passu Securities, held by each such holder. Neither the
consolidation or merger of the Corporation into or with any other entity or
entities (whether or not the Corporation is the surviving entity), nor the sale
or transfer by the Corporation of all or any part of its assets, nor the
reduction of the capital stock of the Corporation nor any other form of
recapitalization or reorganization affecting the Corporation will be deemed to
be a liquidation, dissolution or winding up of the Corporation within the
meaning of this Section 5(d).

                  5(e).    VOTING RIGHTS. Except as otherwise may be required
herein or by the FBCA, the holders of the Series A Preferred will not be
entitled to notice of any meeting of the shareholders of the Corporation and
will not be entitled to vote, together with any other shareholders or as a
separate class, on any matter to be voted on by the Corporation's shareholders.

                  5(f).    APPROVAL BY SERIES A PREFERRED. So long as any Series
A Preferred remains outstanding, without the prior written consent of the
holders of a majority of the outstanding shares of Series A Preferred, the
Corporation will not, nor will it permit any Subsidiary to (i) issue any Senior
Securities or Pari Passu Securities; (ii) redeem, purchase or otherwise acquire
directly or indirectly any Pari Passu Securities or Junior Securities; (iii)
sell, transfer, assign or dispose of or lease to one or more Affiliates in one
or more related series of transactions or take any similar action with respect
to a majority of the Corporation's assets; or (iv) directly or indirectly pay or
declare any dividend or make any distribution upon any Pari Passu Securities or
any Junior Securities.

                  5(g).    CONVERSION RIGHTS. Each share of Series A Preferred
shall be convertible by the holder thereof at any time into a number of shares
of voting or nonvoting Common Stock or in any combination thereof as selected by
the holder equal to the Liquidation Value of such share plus, without
duplication, all accrued and unpaid dividends thereon divided by 25, with such
number being subject to such adjustments to account for any increase or decrease
in the number of outstanding shares of Common Stock that results from a stock
split, stock dividend, combination of shares, merger or other event affecting
the number of outstanding shares of Common Stock (the "Conversion Shares"),
which conversion shall be effective no later than one business day after a
notice of conversion is delivered by the holder thereof to the Corporation.

                  5(h).    REGISTRATION OF TRANSFER. The Corporation will keep
at its principal office a register for the registration of Series A Preferred.
Upon the surrender of any certificate representing Series A Preferred at such
place, the Corporation will, at the request of the record holder of such
certificate, execute and deliver (at the Corporation's expense) a new
certificate or certificates in exchange therefor representing in the aggregate
the number of Shares represented by the


                                       9
<PAGE>   16

surrendered certificate. Each such new certificate will be registered in such
name and will represent such number of Shares as is requested by the holder of
the surrendered certificate and will be substantially identical in form to the
surrendered certificate, and dividends will accrue on the Series A Preferred
represented by such new certificate from the date to which dividends have been
fully paid on such Series A Preferred represented by the surrendered
certificate.

                  5(i).    REPLACEMENT. Upon receipt of evidence reasonably
satisfactory to the Corporation (provided that an affidavit of the registered
holder will be satisfactory) of the ownership and the loss, theft, destruction
or mutilation of any certificate evidencing Share(s), and in the case of any
such loss, theft or destruction, upon receipt of indemnity reasonably
satisfactory to the Corporation (provided that if the holder is a financial
institution or other institutional investor its own agreement will be
satisfactory), or, in the case of any such mutilation upon surrender of such
certificate, the Corporation will (at its expense) execute and deliver in lieu
of such certificate a new certificate of like kind representing the number of
Shares of such Series represented by such lost, stolen, destroyed or mutilated
certificate and dated the date of such lost, stolen, destroyed or mutilated
certificate, and dividends will accrue on the Series A Preferred represented by
such new certificate from the date to which dividends have been fully paid on
such lost, stolen, destroyed or mutilated certificate.

                  5(j).    AMENDMENT AND WAIVER. No amendment, modification or
waiver will be binding or effective with respect to any provision of any of
Sections 5(a) through 5(j) hereof without the prior written consent of the
holders of a majority of the Series A Preferred outstanding at the time such
action is taken; provided that no change in the terms hereof may be accomplished
by merger or consolidation of the Corporation with another corporation or entity
unless the Corporation has obtained the prior written consent of the holders of
a majority of the Series A Preferred then outstanding.

         D.  TRANSFER OF STOCK.

                  1.       REGISTRATION OF TRANSFERS. The Corporation will keep
at its principal office (or such other place as the Corporation reasonably
designates) a register for the registration of shares of Common Stock and
Preferred Stock. Upon the surrender at such place of any certificate
representing shares of any class of capital stock with respect to all of which a
transfer would satisfy all requirements of paragraph 1 of this Part D, the
Corporation will, at the request of the registered holder of such certificate,
execute and deliver a new certificate or certificates in exchange therefor
representing in the aggregate the number of shares of the class represented by
the surrendered certificate, and the Corporation forthwith will cancel such
surrendered certificate. Each such new certificate will be registered in such
name and will represent such number of shares of such class as is requested by


                                       10
<PAGE>   17

the holder of the surrendered certificate (so long as the requirements of this
paragraph 2 and paragraph 1 of this Part D are otherwise satisfied with respect
to the capital stock represented by such certificate) and will be substantially
identical in form to the surrendered certificate. The issuance of new
certificates will be made without charge to the holders of the surrendered
certificates for any issuance tax in respect thereof or other cost incurred by
the Corporation in connection with such issuance.

                  2.       REPLACEMENT. Upon receipt of evidence reasonably
satisfactory to the Corporation (an affidavit of the registered holder being
satisfactory) of the ownership and the loss, theft, destruction or mutilation of
any certificate evidencing one or more shares of any class of Common Stock or
Preferred Stock, and in the case of any such loss, theft or destruction, upon
receipt of indemnity reasonably satisfactory to the Corporation (provided that
if the holder is a financial institution or other institutional investor then
its own agreement will be satisfactory) or, in the case of any such mutilation
upon surrender of such certificate, the Corporation will (at its expense),
execute and deliver in lieu of such certificate a new certificate of like kind
representing the number of shares of such class represented by such lost,
stolen, destroyed or mutilated certificate and dated the date of such lost,
stolen, destroyed or mutilated certificate.

                       ARTICLE VI. ACTION BY SHAREHOLDERS

         1.       SHAREHOLDER ACTION BY UNANIMOUS WRITTEN CONSENT. At any time
and without regard to the restrictions hereinafter set forth in this Article VI,
any action required or permitted to be taken at an annual or special meeting of
the shareholders of the Corporation may be taken without a meeting, without
prior notice, and without a vote if the action is taken by written consent of
the holders of at least 95% of the outstanding stock of each voting group
entitled to vote thereon.

         2.       RECORD DATE. For the purpose of determining the shareholders
for any purpose other than for determining shareholders entitled to notice of
and to vote at an annual or special shareholders meeting, the Board of Directors
shall fix a record date, which shall be not more than seventy days before the
date written notice of the record date is delivered to the shareholders. If no
record date is set by the Board of Directors, the record date shall be
determined as follows: for determining shareholders entitled to demand a special
meeting, the record date is the date the first such demand is delivered to the
Corporation; and for determining shareholders entitled to a share dividend, the
record date is the date the Board of Directors authorizes the dividend. For
determining shareholders entitled to notice of and to vote at an annual or
special shareholders meeting the record date is as of the close of business on
the date that is seven days after notice of the record date is first delivered
or deemed delivered to the shareholders entitled to notice thereof; provided,
however, that no record date shall occur within the last five calendar days


                                       11
<PAGE>   18

of a calendar quarter. When a determination of the shareholders entitled to vote
at any meeting has been made, that determination shall apply to any adjournment
of the meeting, unless the Board of Directors fixes a new record date. The Board
of Directors shall fix a new record date if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.
Notwithstanding anything contained herein to the contrary, irrespective of
whether prior action is required by the Board of Directors, the record date for
determining shareholders entitled to take action without a meeting is the date a
signed written consent is delivered to the Corporation by the holders of at
least 95% of the outstanding stock of each voting group entitled to vote
thereon.

         3.       SPECIAL SHAREHOLDER MEETINGS. No special meeting of the
shareholders of the Corporation shall occur within the last five calendar days
of a calendar quarter.

                ARTICLE VII. INITIAL REGISTERED OFFICE AND AGENT

         The street address of the current registered office of the Corporation
is 1200 South Pine Island, Plantation, Florida 33324, and the name of the
Corporation's current registered agent at that address is CT Corporation
Systems.

                    ARTICLE VIII. INITIAL BOARD OF DIRECTORS

         The Corporation shall have two directors initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The names and street addresses
of the initial directors are:

<TABLE>
<CAPTION>
                       Name                                       Address
                  ----------------                   -----------------------------------
                  <S>                                <C>
                  Steven R. Day                      301 North Cattlemen Road, Suite 300
                                                     Sarasota, FL 34232

                  Robert J. Wolsey                   301 North Cattlemen Road, Suite 300
                                                     Sarasota, FL 34232
</TABLE>

                               ARTICLE IX. BYLAWS

         The power to adopt, alter, amend or repeal bylaws shall be vested in
the Board of Directors and the shareholders, except that the Board of Directors
may not amend or repeal any bylaws or article or provision thereof without the
affirmative vote of the holders of the outstanding stock of each voting group
entitled to vote thereon if the bylaws provide that they or such article or
provision is not subject to amendment or repeal by the Board of Directors.


                                       12
<PAGE>   19

                              ARTICLE X. AMENDMENTS

         The Corporation reserves the right to amend, alter, change or repeal
any provision in these Articles of Incorporation in the manner prescribed by
law, and all rights conferred on shareholders are subject to this reservation.

      IN WITNESS WHEREOF, the undersigned has executed these Amended and
Restated Articles of Incorporation this _______ day of March, 2001.


                                                   -----------------------------
                                                   Steven R. Day, Secretary


                                       13
<PAGE>   20
                                                                       EXHIBIT B

                          ASSET CONTRIBUTION AGREEMENT


         This Asset Contribution Agreement (the "Agreement") is entered into
effective as of ______________, 2001, between Pinnacle Towers III Inc., a
Florida corporation (the "Transferor") and Pinnacle Towers V Inc., a Florida
corporation (the "Company").

         WHEREAS, in exchange for certain assets described on Exhibit A (the
"Assets") to be contributed by the Transferor, the Company has authorized the
issuance of 2,000,000 shares of its Voting Common Stock, par value $0.001 per
share ("Stock") and a promissory note in the face amount of $5,187,150 in the
form attached as Exhibit B (the "Note").

         WHEREAS, the Company has agreed to issue to the Transferor, and the
Transferor has agreed to accept, the Stock and the Note, in exchange for the
transfer of the Assets to the Company.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Transferor
agree as follows:

         1.       TRANSFER OF ASSETS, ASSUMPTION OF COMMITMENTS. Transferor
agrees to transfer the Assets to the Company in exchange for the Stock and Note.
Company agrees to assume all liabilities under and with respect to the Assets
arising with respect to periods subsequent to the date of the transfer of the
Assets to Transferee (the "Assumed Commitments").

         2.       EXECUTION AND CLOSING. In connection with the execution and
delivery of this Agreement, the following has occurred or will occur:

                  a.       Transferor has transferred the Assets to the Company,
and the Transferee has assumed the Assumed Commitments, through the execution of
the documents of transfer attached hereto as Exhibit C.

                  b.       Company has issued and delivered to Transferor a
certificate for the Stock and will cause the Note to be executed and delivered
to the Transferor or its agent.

         3.       TRANSFEROR'S REPRESENTATIONS.

                  a.       The Transferor represents and warrants that it is
acquiring the Stock and Note being issued to it hereunder solely for its own
account, for investment purposes, and that the Transferor is an accredited
investor, as that term is defined in the rules and regulations promulgated under
the Securities Act of 1933, as amended.

                  b.       Transferor has the full right, power and authority,
without the consent of any other person which has not been obtained, to execute
and deliver this Agreement and the agreements contemplated hereby to which it is
a party and to consummate the


<PAGE>   21

transactions contemplated on its part hereby and thereby. All corporate actions
required to be taken by Transferor to authorize the execution and delivery of
this Agreement and all agreements and transactions contemplated hereby have been
duly and properly taken.

         4.       COMPANY'S REPRESENTATIONS. The Company represents and warrants
to the Purchaser that (a) the Company is a corporation existing and in good
standing under the laws of the State of Florida, (b) the Company has the legal
power and capacity to enter into this Agreement and issue the Stock and Note to
be issued pursuant to this Agreement, (c) when issued in accordance with this
Agreement, such Stock will be duly authorized, validly issued, fully paid and
nonassessable, and (d) the Note will constitute a valid agreement enforceable
against the Company in accordance with its terms.

         5.       MISCELLANEOUS.

                  a.       This Agreement may be executed in two or more
counterparts, no one of which need contain the signatures of both parties
hereto.

                  b.       The parties agree to execute such other instruments
and documents as may be reasonably necessary or appropriate to carry out the
transactions contemplated by this Agreement.

         This Agreement is hereby executed and delivered by the parties to be
effective as of the date first written above.


COMPANY:                                    TRANSFEROR:

PINNACLE TOWERS V INC.                      PINNACLE TOWERS III INC.


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



<PAGE>   22

                                    EXHIBIT A

                            DESCRIPTION OF THE ASSETS


1.       All of the stock of Shaffer and Associates, Inc. owned by Transferor,
         constituting all of the issued and outstanding stock of Shaffer and
         Associates, Inc.

2.       All of the stock of Sierra Towers, Inc. owned by Transferor,
         constituting all of the issued and outstanding stock of Sierra Towers,
         Inc.

3.       All representations, warranties, covenants and rights of
         indemnification in favor of the Transferor under each agreement
         pursuant to which the Transferor acquired any of the assets listed
         above.


<PAGE>   23
                                                                       EXHIBIT B


THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN
EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND APPLICABLE LAWS OR SOME
OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE
LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED.

                             PINNACLE TOWERS V INC.
                                 PROMISSORY NOTE

$5,187,150                                                     March _____, 2001

         PINNACLE TOWERS V INC., a Florida corporation (the "Company"), the
principal office of which is located at 301 North Cattlemen Road, Suite 300,
Sarasota, Florida 34232, for value received hereby promises to pay to Pinnacle
Towers III Inc., or its registered assigns, the sum of Five Million One Hundred
Eighty Seven Thousand One Hundred Fifty Dollars ($5,187,150), or such lesser
amount as shall then equal the outstanding principal amount hereof and any
unpaid accrued interest hereon, as set forth below. The outstanding principal
under this Note shall be due and payable in full within 30 days of the date
demand is made therefor by the Holder. Demand under this Note shall be given
by the Holder to the Company by written notice thereof in accordance with
Section 9 below. Payment for all amounts due hereunder shall be made at the
Company's option by either wire transfer or by mail to the registered address
of the Holder.

         The following is a statement of the rights of the Holder of this Note
and the conditions to which this Note is subject, and to which the Holder
hereof, by the acceptance of this Note, agrees:

         1.       Definitions. As used in this Note, the following terms, unless
the context otherwise requires, have the following meanings:

                  (a)      "Company" includes any corporation which shall
succeed to or assume the obligations of the Company under this Note.

                  (b)      "Holder," when the context refers to a holder of
this Note, shall mean any Person who shall at the time be the registered holder
of this Note.

                  (c)      "Person" means any individual, Company, partnership,
joint venture, trust, unincorporated organization or government or any agency or
political subdivision thereof.


<PAGE>   24

         2.       Interest. Commencing on June 30, 2001, and on each September
30, December 31, March 31 and June 30 thereafter until all outstanding principal
and interest on this Note shall have been paid in full, the Company shall pay
interest at an interest rate determined as follows with respect to each calendar
year during which any amounts due hereunder are outstanding (the "Interest
Rate"). From the date of this Note until December 31, 2001, the Interest Rate
shall be nine percent (9%) per annum. The Interest Rate shall adjust on January
1, 2002 and on January 1 of each subsequent year during which any amount due
under this Note is outstanding to a rate equal to one quarter of one percent
(0.25%) greater than the per annum interest rate payable by Pinnacle Towers Inc.
under its senior credit facility as of the immediately preceding December 31. In
the event that the principal amount of this Note is not paid in full when such
amount becomes due and payable, interest at the same rate as the Interest Rate
plus two percent (2%) shall continue to accrue on the balance of any unpaid
principal until such balance is paid.

         3.       Prepayment. Prepayment of the principal of this Note is
permitted, in whole or in part, without premium or penalty of any kind; provided
the Company provides the Holder with thirty (30) days' prior written notice
(unless notice is waived in writing by the Holder) of its intention to prepay
the principal of this Note, in whole or in part.

         4.       Representations and Warranties of the Holder.

                  (a)      The Holder by its acceptance of this Note
acknowledges that it is aware that this Note has not been registered under the
Securities Act of 1933, as amended ("Act"), or the securities laws of any state
or other jurisdiction.

                  (b)      The Holder warrants and represents to the Company
that it has acquired this Note for investment and not with a view to or for sale
in connection with any distribution of this Note or such Common Stock or with
any intention of distributing or selling this Note or such Common Stock.

                  (c)      The Holder has no right to demand that the Company
register this Note.

         5.       Assignment. Subject to the restrictions on transfer described
in Section 7 below, the rights and obligations of the Company and the Holder of
this Note shall be binding upon and benefit the successors, assigns, heirs,
administrators and transferees of the parties.

         6.       Waiver and Amendment. Any provision of this Note may be
amended, waived or modified upon the written consent of the Company and the
Holder.


                                       2
<PAGE>   25

         7.       Transfer of This Note. With respect to any offer, sale or
other disposition of this Note, the Holder will give written notice to the
Company prior thereto, describing briefly the manner thereof, together with a
written opinion of such Holder's counsel, to the effect that such offer, sale or
other distribution may be effected without registration or qualification (under
any federal or state law then in effect). Promptly upon receiving such written
notice and reasonably satisfactory opinion, if so requested, the Company, as
promptly as practicable, shall notify such Holder that such Holder may sell or
otherwise dispose of this Note, all in accordance with the terms of the notice
delivered to the Company. If a determination has been made pursuant to this
Section 7 that the opinion of counsel for the Holder is not reasonably
satisfactory to the Company, the Company shall so notify the Holder promptly
after such determination has been made. Each Note thus transferred shall bear a
legend as to the applicable restrictions on transferability in order to ensure
compliance with the Act, unless in the opinion of counsel for the Company such
legend is not required. The Company may issue stop transfer instructions to its
transfer agent in connection with such restrictions.

         8.       Treatment of Note. To the extent permitted by generally
accepted accounting principles, the Company will treat, account and report the
Note as debt and not equity for accounting purposes and with respect to any
returns filed with federal, state or local tax authorities.

         9.       Notices. Any notice, request or other communication required
or permitted hereunder shall be in writing and shall be deemed to have been duly
given if personally delivered or if (and then two business days after) mailed by
registered or certified mail, postage prepaid, at the respective addresses of
the parties as set forth herein. Any party hereto may by notice so given change
its address for future notice hereunder.

         10.      Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida, excluding that
body of law relating to conflict of laws.

         11.      Heading; References. All headings used herein are used for
convenience only and shall not be used to construe or interpret this Note.
Except where otherwise indicated, all references herein to Sections refer to
Sections hereof.



                                       3
<PAGE>   26

         IN WITNESS WHEREOF, the Company has caused this Note to be issued on
the day first above written in March 2001.

                                            PINNACLE TOWERS V INC.


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


                                       4
<PAGE>   27

                                                                       EXHIBIT C


                BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT

         This Bill of Sale, Assignment and Assumption Agreement ("Bill of Sale")
is entered into as of March ___, 2001, between PINNACLE TOWERS III, INC., a
Florida corporation, ("Transferor"), whose address is 301 North Cattlemen Road,
Suite 300, Sarasota, FL 34232, and Pinnacle Towers V Inc., a Florida corporation
("Transferee"), whose address is 301 North Cattlemen Road, Suite 300, Sarasota,
FL 34232, pursuant to the Asset Contribution Agreement of even date herewith
between Transferor and Transferee ("Agreement"). Capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in the Agreement.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Transferor and Transferee agree as
follows:

         1.       (a)      Transferor hereby sells, transfers, assigns, conveys,
and delivers to Transferee and its successors and assigns forever all of its
right, title, and interest in and to all of the Assets to have and to hold the
same and each and all thereof unto Transferee and its successors and assigns
forever, to its and their own use and benefit forever.

                  (b)      Transferor hereby binds itself and its successors and
assigns to warrant and forever defend title to the Assets unto Transferee and
its successors and assigns against every person whomsoever claiming or to claim
the same or any part thereof.

                  (c)      Transferor hereby irrevocably constitutes and
appoints Transferee its true and lawful attorney-in-fact, with full power of
substitution and resubstitution, in its name or Transferee's name, but on behalf
and for the benefit of Transferee, to demand, collect, and receive for the
account of Transferee all of the Assets; to institute or prosecute, in its name
or otherwise, all proceedings which Transferee may deem necessary or convenient
in order to realize upon, affirm, or obtain title to or possession of or to
collect, assert, or enforce any claim, right, or title of any kind in or to the
Assets; and to defend and compromise any and all actions, suits, or proceedings
in respect of any of the Assets. Transferor agrees that the foregoing powers are
coupled with an interest and are and shall be irrevocable.

         2.       Transferee hereby assumes and agrees to perform, discharge,
and satisfy, after the date hereof, all of the Assumed Commitments, all in
accordance with the terms of the Agreement, but does not assume or agree to
perform any other liabilities or obligations of Transferor. Transferee shall not
have any obligation, duty, or liability under the Assumed Commitments arising or
accruing on or before the date hereof.

         3.       Transferor assigns and transfers unto Transferee all
representations, warranties, covenants and rights of indemnification which
Transferor may have under or pursuant to the agreements pursuant to which the
Transferor acquired the Assets.

         4.       Transferor covenants and agrees that if there are any Assets
otherwise covered by this Bill of Sale which cannot be transferred or assigned
by it without the consent of or notice to a third party and with respect to
which any necessary consent or notice has not at the date of delivery of this
Bill of Sale been given or obtained, the


<PAGE>   28

beneficial interest therein and thereto, and the obligations and liabilities, to
the extent they constitute Assumed Commitments, shall in any event pass hereby
to Transferee as of the date hereof, but effective as of the date such consent
is given. Pending the date such consent is given, Transferor agrees (i) to hold,
and hereby declares that it holds, such Assets in trust for and for the benefit
of Transferee, its successors and assigns, (ii) to use all reasonable efforts to
obtain and secure a valid transfer or transfers of such Assets, and (iii) to use
all reasonable efforts to make or complete such transfers as soon as reasonably
possible.

         5.       All of the terms and provisions of this Bill of Sale shall be
binding upon Transferor and Transferee, and its respective successors and
assigns, and shall inure to the benefit of Transferee, its successors and
assigns.

         IN WITNESS WHEREOF, the parties have executed this Bill of Sale,
Assignment and Assumption Agreement as of the date first written above.


                                            PINNACLE TOWERS III, INC.,
                                            a Florida corporation


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



                                            PINNACLE TOWERS V INC.,
                                            a Florida corporation


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


                                       2
<PAGE>   29

                                                               CONT EXHIBIT C


                            IRREVOCABLE STOCK POWER


For Value Received, the undersigned, PINNACLE TOWERS III INC. hereby sells,
assigns, and transfers unto PINNACLE TOWERS V INC. ALL OF THE Shares of the
Common Capital Stock of SHAFFER AND ASSOCIATES, INC. (the "Corporation"),
standing in its name on the books of the Corporation represented by all
Certificates herewith and do hereby irrevocably constitute and appoint HOLLAND &
KNIGHT LLP attorneys to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.


Dated: March_________, 2001


                                                PINNACLE TOWERS III INC.

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


IN PRESENCE OF

---------------------------
<PAGE>   30

                                                               CONT EXHIBIT C

                            IRREVOCABLE STOCK POWER


For Value Received, the undersigned, PINNACLE TOWERS III INC. hereby sells,
assigns, and transfers unto PINNACLE TOWERS V INC. ALL OF THE Shares of the
Common Capital Stock of SIERRA TOWERS, INC. (the "Corporation"), standing in its
name on the books of the Corporation represented by all Certificates herewith
and do hereby irrevocably constitute and appoint HOLLAND & KNIGHT LLP attorneys
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.


Dated: March_________, 2001


                                                PINNACLE TOWERS III INC.

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


IN PRESENCE OF

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