EXHIBIT 10.8
                                                               REGION: Southwest
                                                                  AREA: Oklahoma
                                                              MKT: Oklahoma City
                                                           SITE NAME: Twin Hills
                                                                 SITE#: 0K3215 A


                  COMMUNICATIONS SITE LEASE AGREEMENT (GROUND)

     This Communications Site Lease Agreement (Ground)  ("Agreement') is entered
into 6th day of March 2001,  between  Nextel West Corp. a Delaware  corporation,
d/b/a  Nextel  Communications,  ("Lessee"),  and Great  Midwest  Life  Insurance
Company, a Texas corporation, ("Lessor").

     For good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:

1.   Premises.  Lessor is the owner of a parcel of land (the "Land")  located in
the City of Del City, County of Oklahoma,  state of Oklahoma,  commonly known as
3021  Epperly.  The Land is more  particularly  described  in  Exhibit A annexed
hereto.   Lessor  hereby  leases  to  Lessee  and  Lessee  leases  from  Lessor,
approximately  one thousand five hundred (1,500) square feet of the Land and all
access and utility easements, if any, (the "Premises") as described in Exhibit B
annexed hereto.

2.   Use. The Premises may be used by Lessee for any activity in connection with
the  provision of  communications  services.  Lessor  agrees to  cooperate  with
Lessee,  at  Lessee's  expense,  in making  application  for and  obtaining  all
licenses,  permits  and any and  all  oilier  necessary  approvals  that  may be
required for Lessee's intended use of the Premises.

3.   Tests and  Construction.  Lessee shall have the right at any time following
the full  execution of this Agreement to enter upon the Land for the purpose of:
making  appropriate  engineering and boundary  surveys,  inspections,  soil test
borings, other reasonably necessary tests and constructing the Lessee Facilities
(as defined in Paragraph 6(a) below).

4.   Term. The term of this Agreement shall be five (5) years  commencing on the
date Lessee begins construction of' Lessee Facilities or June 1, 2001. whichever
first occurs  ("Commencement  Date") and terminating on the fifth anniversary of
the Commencement  Date (the `Term") unless  otherwise  terminated as provided in
Paragraph  10.  Lessee  shall  have the  right to  extend  the Term for five (5)
successive  Five (5) year  periods (the  "Renewal  Terms") on the same terms and
conditions as set forth herein.  This Agreement shall  automatically be extended
for each successive  Renewal Tern unless Lessee notifies Lessor of its intention
not to renew prior to commencement of the succeeding Renewal Term.

5.   Rent -

     (a)  Within 15 days of the  Commencement  Date and on the first day of each
month  thereafter,  Lessee shall pay to Lessor as rent Eight  Hundred and 00/100
DOLLARS  ($800.00)  per month  ("Rent").  Rent for any  fractional  month at the
beginning  or at the end of the Term or  Renewal  Term shall be  prorated.  Rent
shall be  payable  to Lessor at 3021  Epperly,  Del City,  OK 73155;  Attention:
Charles L Smith.

     (b) On the first day of any Renewal Term of this  Agreement,  Rent shall be
increased  by ten  percent  (10%) of the  Rent  for the Term or the  immediately
preceding Renewal Term.

6.   Facilities; Utilities; Access.

     (a) Lessee has the right to erect,  maintain  and  operate on the  Premises
radio communications  facilities,  including without limitation an antenna tower
or pole and  foundation,  utility lines,  transmission  lines,  air  conditioned
equipment  shelter(s),  electronic  equipment,  radio transmitting and receiving
antennas,  supporting equipment and structures thereto ("Lessee Facilities'). In
connection therewith,  Lessee has the right to do all work necessary to prepare,
maintain and alter the Premises for Lessee's business operation;  and to install
transmission  lines  connecting the antennas to the  transmitters and receivers.
All of  Lessee's  construction  and  installation  work  shall be  performed  at
Lessee's sole cost and expense and in a good and  workmanlike  manner.  Title to
the Lessee  Facilities shall be held by Lessee.  All of Lessee  Facilities shall
remain Lessee's personal property and are not fixtures.  Lessee has the right to
remove all Lessee  Facilities at its sole expense on or before the expiration or
earlier termination of the Agreement; provided, Lessee repairs any damage to the
Premises  caused by such removal.  Upon  termination of this  Agreement,  Lessee
shall not be  required to remove any  foundation  more than three (3) foot below
grade level.

                                    02/27/01                                   1


<PAGE>
                                                               REGION: Southwest
                                                                  AREA: Oklahoma
                                                              MKT: Oklahoma City
                                                           SITE NAME: Twin Hills
                                                                 SITE#: 0K3215 A

     (b) Lessee shall pay for the  electricity  it consumes in its operations at
the rate charged by the servicing utility company Lessee shall have the right to
draw electricity and other utilities from the existing  utilities on the Land or
obtain  separate  utility  service  from any utility  company  that will provide
service to the Land (including a standby power generator for Lessee's  exclusive
use).  Lessor  agrees to sign such  documents or easements as may be required by
said utility  companies to provide such service to the  Premises,  including the
grant to Lessee or to the servicing utility company at no cost to the Lessee, of
an easement in, over,  across or through the Land as required by such  servicing
utility company to provide  utility  services as provided  herein.  Any easement
necessary for such power or other utilities will be at a location  acceptable to
Lessor and the servicing utility company.

     (c)  Lessee,  Lessee's  employees,  agents.  subcontractors,   lenders  and
invitees shall have access to the Premises without notice to Lessor  twenty-four
(24) hours a day, seven (7) days a week, at no charge.  Lessor giants to Lessee,
and its agents,  employees,  contractors,  guests and invitees,  a non-exclusive
right and easement for pedestrian  and vehicular  ingress and egress across that
portion of the Land described in Exhibit B.

     (d) Lessor  grants  Lessee  permission  to  construct  an access  road (the
"Access  Road") at least  twelve  feet wide,  from the nearest  public  roadway,
Epperly Street,  across the Land owned by Lessor,  to the Premises,  and as more
fully  described in Exhibit B. Lessee will  maintain the Access Road at its sole
cost and  expense  except for damages  resulting  from use of the Access Road by
Lessor, or its agents,  employees.  contractors,  or invitees, the cost of which
shall be Lessor's sole  responsibility.  Lessor shall  maintain all other access
roadways from the nearest public roadway to the Land for Lessee's  non-exclusive
use in a manner sufficient to allow pedestrian and vehicular access at all times
under normal weather  conditions,  Lessor shall maintain the access  roadways at
its sole cost and expense  except for damages  resulting  from use of the access
roadways by Lessee or its agents, employees,  contractors, or invitees, the cost
of which shall be Lessee's sole responsibility.

7.   Interference.

     (a) Lessee shall  operate the Lessee  Facilities  in a manner that will not
cause  interference  to  Lessor  and other  lessees  or  licensees  of the Land,
provided that their  installations  predate that of the Lessee  Facilities.  All
operations  by Lessee  shall be in  compliance  with all Federal  Communications
Commission ("FCC") requirements.

     (b) Subsequent to the installation of the Lessee  Facilities,  Lessor shall
not permit itself~ its lessees or licensees to install new equipment on the Land
or property  contiguous  thereto owned or controlled by Lessor if such equipment
is likely to cause  interference  with Lessee's  operations.  Such  interference
shall be deemed a material breach by Lessor. In the event  interference  occurs,
Lessor  agrees  to  take  all  reasonable  steps  necessary  to  eliminate  such
interference, in a reasonable time period.

8.   Taxes.  If real property or personal  property  taxes are assessed,  Lessee
shall  pay any  portion  of  such  taxes  directly  attributable  to the  Lessee
Facilities.  Lessor shall pay all meal property taxes,  assessments and deferred
taxes on the Land.

9.   Waiver of Lessor's Lien.

     (a)  Lessor  waives  any lien  tights  it may have  concerning  the  Lessee
Facilities  which are deemed Lessee's  personal  property and not fixtures,  and
Lessee has the right to remove the same at any time without Lessor's consent.

     (b)  Lessor   acknowledges   that  Lessee  has  entered  into  a  financing
arrangement including promissory notes and financial and security agreements for
the financing of the Lessee  Facilities  (the  "Collateral')  with a third party
financing  entity  (and  may in  the  future  enter  into  additional  financing
arrangements with other financing entities). In connection therewith, Lessor (i)
consents to the  installation of the Collateral;  (ii) disclaims any interest in
the Collateral,  as fixtures or otherwise;  and (iii) agrees that the Collateral
shall be exempt from execution, foreclosure, sale; levy, attachment, or distress
for any Rent due or to become due and that such Collateral may be removed at any
time without recourse to legal proceedings.

10.  Termination.  This Agreement may be terminated without further liability on
thirty (30) days prior  written  notice as follows:  (i) by either  party upon a
default of any covenant or term hereof by the other party,  which default is not
cured Within sixty (60) days of receipt of written  notice of default,  provided
that the grace period for any monetary  default is ten (10) days from receipt of
notice;  or (ii) by Lessee  for any  reason or for no  reason,  provided  Lessee
delivers written notice of early termination to Lessor no later than thirty (30)
days prior to the Commencement Date; or (iii) by Lessee if it does not obtain or

                                    03/21/01                                   2
<PAGE>

                                                               REGION: Southwest
                                                                  AREA: Oklahoma
                                                              MKT: Oklahoma City
                                                           SITE NAME: Twin Hills
                                                                 SITE#: 0K3215 A


maintain any license,  permit or other approval  necessary for the  construction
and  operation  of Lessee  Facilities;  or (iv) by Lessee if Lessee is unable to
occupy and utilize the Premises due to an action of the FCC,  including  without
limitation, a take back of channels or change in frequencies; 01(v) by Lessee if
Lessee  determines  that the Premises are not appropriate for its operations for
economic  or  technological  reasons,  including,  without  limitation,   signal
interference.

11.  Destruction  or  Condemnation.  If the  Premises or Lessee  Facilities  are
damaged, destroyed, condemned or transferred in lieu of condemnation, Lessee may
elect to terminate  this  Agreement  as of the date of the damage,  destruction,
condemnation  or transfer in lieu of  condemnation by giving notice to Lessor no
more than forty-five  (45) days following the date of such damage,  destruction,
condemnation  or  transfer  in lieu of  condemnation.  If Lessee  chooses not to
terminate this  Agreement,  Rent shall be reduced or abated in proportion to the
actual reduction or abatement of use of the Premises.

12.  Insurance.  Lessee,  at Lessees  sole cost and expense,  shall  procure and
maintain  on the  Premises  and on the  Lessee  Facilities,  bodily  injury  and
property  damage  insurance with a combined single limit of at least One Million
and 00/100 Dollars ($1,000,000.00) per occurrence.  Such insurance shall insure,
on an  occurrence  basis,  against all  liability of Lessee,  its  employees and
agents arising out of or in connect on with Lessee's use of the Premises, all as
provided for herein.  Lessor,  at Lessor's sole cost and expense,  shall procure
and maintain on the Land,  bodily injury and property  damage  insurance  with a
combined  single  limit  of  at  least  One  Million  Dollars  ($1,000,000)  per
occurrence.  Such  insurance  shall  insure,  on an  occurrence  basis,  against
liability of Lessor,  its employees  and agents  arising out of or in connection
with Lessor's use,  occupancy and  maintenance of the Land.  Each party shall be
named as an additional  insured on the other's policy.  Each parry shall provide
to the other a certificate of insurance evidencing the coverage required by this
paragraph within thirty (30) days of the Commencement Date.

13.  Waiver of  Subrogation.  Lessor  and  Lessee  release  each other and their
respective  principals,  employees,  representatives and agents, from any claims
for damage to any person or to the Premises or to the Lessee Facilities  thereon
caused by, or that  result  from,  risks  insured  against  under any  insurance
policies  carried by the  patties  and in force at the time of any such  damage.
Lessor and Lessee shall cause each insurance  policy obtained by them to provide
that the insurance  company  waives all tight of recovery by way of  subrogation
against the other in connection  with any damage covered by any policy.  Neither
Lessor nor Lessee shall be liable to the other for any damage  caused by fire or
any of the  risks  insured  against  under  any  insurance  policy  required  by
Paragraph 12.

14.  Assignment and Subletting.

     (a) Lessee may assign this  Agreement  or sublet or license the Premises or
arty portion thereof to an entity upon written notification to Lessor by Lessee,
subject to the  assignee  assuming  all of  Lessee's  obligations  herein.  Upon
assignment,  subletting  or  licensing,  Lessee  shall be relieved of all future
performance,  liabilities,  and obligations  under this Agreement.  Lessee shall
have the right to sublet this Agreement  without  Lessor's  consent.  Lessor may
assign slits  Agreement upon written  notice to Lessee,  subject to the assignee
assuming all of Lessor's obligations herein, including but not limited to, those
set forth in Paragraph 9 ("Waiver of Lessor's Lien") above. This Agreement shall
run with the  property and shall be binding upon and inure to the benefit of the
parties,  their  respective  successors,  personal  representatives,  heirs  and
assigns.  Notwithstanding  anything to the contrary contained in this Agreement,
Lessee may assign, mortgage,  pledge,  hypothecate or otherwise transfer without
notice or consent its interest in this  Agreement to any  financing  entity,  or
agent on behalf of any financing  entity to whom Lessee (i) has  obligations for
borrowed  money or in  respect  of  guaranties  thereof,  (ii)  has  obligations
evidenced  by bonds,  debentures,  notes or  similar  instruments,  or (iii) has
obligations under or with respect to letters of credit,  bankers acceptances and
similar facilities or in respect of guaranties thereof

     (b) Upon  assignment  of this  Agreement by Lessee (other than a collateral
assignment  to a financing  entity,  as described in the Waiver of Lessor's Lien
Paragraph),  upon such assignment,  the Lessee/assignee  hereby agrees to supply
Lessor a performance bond in the amount of thirty-thousand  ($30,000.00) dollars
(`Performance  Bond"),  for the sole purpose of assuring Lessee's payment of all
sums that may  become  due to Lessor  under this  Agreement  (including  without
limitation,  any and all Rent),  as well as the  performance of all  obligations
under this  Agreement  In the event  that  Lessee/assignee  fails  either to pay
Lessor  any  sum of  money  due  under  this  Agreement,  Lessor  shall  provide
Lessee/assignee  written  notice  of  such  failure,  together  with  sufficient
documentation  of the  amount  that is due or the  obligation  that  needs to be
performed (the "Late Notice").  If  Lessee/assignee  has not paid the sum within
ten (10) days, or performed the obligation  within (60) days,  after the date of
the Late Notice,  Lessor may access the bond upon thirty (30) days prior written
notice to  Lessee/assignee.  Once  Lessee/assignee  is  obligated  to supply the
Performance Bond to Lessor,  Lessee/assignee  shall keep the Performance Bond in
place throughout the Term and any renewal Term of this Assignment.

15.  Warranty of Title and Quiet  Enjoyment.  Lessor  warrants  that: (I) Lessor
owns the Land in fee  simple and has  rights of access  thereto  and the Land is



                                    03/21/01                                   3

<PAGE>

                                                               REGION: Southwest
                                                                  AREA: Oklahoma
                                                              MKT: Oklahoma City
                                                           SITE NAME: Twin Hills
                                                                 SITE#: 0K3215 A

free and clear of all liens, encumbrances and restrictions; (ii) Lessor has full
right to make and perform this Agreement;  and (iii) Lessor covenants and agrees
with Lessee that upon Lessee paying the Rent and observing  and  performing  all
the  terms,  covenants  and  conditions  on  Lessee's  part to be  observed  and
performed,  Lessee may peacefully and quietly enjoy the Premises.  Lessor agrees
to  indemnify,  and hold  harmless  Lessee  from any amid all claims on Lessee's
leasehold interest.

16.  Repairs.  Lessee  Shall not be required to make any repairs to the Premises
or Land unless such repairs  shall be  necessitated  by reason of the default or
neglect of Lessee.  Except as set forth in Paragraph 6(a) above, upon expiration
or  termination  hereof,  Lessee shall  restore the Premises to the condition in
which it existed upon  execution  hereof,  reasonable  wear and tear and loss by
casualty or other causes beyond Lessee's control excepted.

     17.  Hazardous  Substances.  Lessee agrees that it will not use,  generate,
store or dispose of any Hazardous  Material on, under,  about or within the Land
in violation of any law or regulation.  Lessor represents,  warrants arid agrees
(1) that neither  Lessor nor, to Lessor's  knowledge,  any third party has used,
generated,  stored or disposed of, or permitted the use, generation,  storage or
disposal of, any Hazardous  Material (defined below) on, under,  about or within
the Land in  violation of any law or  regulation,  and (2) that Lessor will not,
and will not permit any third  party to use,  generate,  store or dispose of any
Hazardous  Material on, under,  about or within the Land in violation of any law
or  regulation.  Lessor and Lessee  each  agree to  defend,  indemnify  and hold
harmless the other and the other's  partners,  affiliates,  agents and employees
against  any  and  all  losses,  liabilities,  claims  and/or  costs  (including
reasonable   attorney's  fees  amid  Costs)  arising  from  any  breach  of  any
representation,  warranty or agreement  contained in this paragraph.  As used in
this  paragraph,  "Hazardous  Material"  shall mean  petroleum or any  petroleum
product, asbestos, any substance known by the state in which the Land is located
to cause cancer and/or reproductive toxicity, and/or any substance,  chemical or
waste that is  identified  as  hazardous,  toxic or dangerous in any  applicable
federal,  state or local law or  regulation.  This  paragraph  shall survive the
termination of this Agreement.

18.  Liability and Indemnity.

     (a)  Lessee  shall  indemnify  and hold  Lessor  harmless  from all  claims
(including attorneys' fees, costs and expenses of defending against such claims)
arising from the negligence or willful  misconduct of Lessee or Lessee's  agents
or  employees  in or about the Land.  Lessor  shall  indemnify  and hold  Lessee
harmless  from all claims  (including  attorneys'  fees,  costs and  expenses of
defending  against  such  claims)  arising  or alleged to arise from the acts or
omissions  of  Lessor  or  lessors  agents,  employees,   licensees,   invitees,
contractors,  or other  tenants  occurring  in or about  the  Land.  The  duties
described in Paragraph 18 survive termination of this Agreement.

     (b) Lessee agrees to indemnify  and hold  harmless  Lessor from and against
any and all claims,  actions and liabilities  (including  attorneys' fees, costs
and expenses of defending  against such claims) arising or alleged to arise from
the acts or  omissions  of  Lessee or  Lessee's  agents,  employees,  licensees,
invitee, or  contractors  in any manner  relating to or connected  with Lessee's
tenancy under this Agreement.

19.  Miscellaneous.

     (a) This  Agreement  constitutes  the entire  agreement  and  understanding
between  the  patties,  and  supersedes  all  offers,   negotiations  and  other
agreements  concerning the subject matter  contained  herein.  Any amendments to
this Agreement must be in writing and executed by both parties.

     (b) If any  provision of this  Agreement is invalid or  unenforceable  with
respect to any party, the remainder of this Agreement or the application of such
provision  to  persons  other  than  those  as to  whom it is  held  invalid  or
unenforceable,  shall not be affected and each provision of this Agreement shall
be valid and enforceable to the fullest extent permitted by law.

     (c) This  Agreement  shall be  binding  on and inure to the  benefit of the
successors and permitted assignees of the respective parties.

     (d) Any  notice  or demand  required  to be given  herein  shall be made by
certified or registered mail, return receipt  requested,  or reliable  overnight
courier to the address of the respective parties set forth below:


                                    03/21/01                                   4
<PAGE>
<TABLE>
<CAPTION>

                                                               REGION: Southwest
                                                                  AREA: Oklahoma
                                                              MKT: Oklahoma City
                                                           SITE NAME: Twin Hills
                                                                 SITE#: 0K3215 A

<S>        <C>                                     <C>                 <C>
Lesson     Great Midwest Life Insurance Company           Lessee:      Nextel West Corp
           3021 Epper]y                                                4700 West Sam Houston Parkway North,        Del
           City, OK 73155                                              Suite 200
           Attn: Charles L. Smith                                      Houston, Texas 77041
                                                                       Attn: Property Manager

                                                   With a copy to:     Nextel Communications
                                                                       2001 Edmund Halley Drive
                                                                       Reston, VA 20191-3436
                                                                       Sixth Floor, Mail Stop 6E630
                                                                       Attn: Site Leasing Services, Contracts Manager
</TABLE>


Lessor or Lessee  may from time to tune  designate  any other  address  for this
purpose by written  notice to the other party.  All notices  hereunder  shall be
deemed received upon actual receipt.

     (e) This Agreement shall be governed by the laws of the State of Oklahoma.

     (f) Lessor  acknowledges that a Memorandum of Agreement in the form annexed
hereto as Exhibit C will be  recorded by Lessee in the  official  records of the
County  where the Land is  located.  In the event  the Land is  encumbered  by a
mortgage  or deed of trust,  Lessor  agrees to obtain  and  furnish  to Lessee a
non-disturbance  and  attornment  instrument  for each such  mortgage or deed of
trust.

     (g) Lessee may obtain title  insurance on its interest in the Land.  Lessor
shall  cooperate  by  executing  documentation  required by the title  insurance
company.

     (h) In any case  where the  approval  or  consent  of one  party  hereto is
required,  requested or otherwise to be given under this  Agreement,  such party
shall not unreasonably delay or withhold its approval or consent.

     (i) All Riders and  Exhibits  annexed  hereto form  material  parts of this
Agreement.

     (j) This Agreement may be executed in duplicate counterparts, each of which
shall be deemed an original.

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

<PAGE>
<TABLE>
<CAPTION>


<S>                                        <C>
LESSOR:                                    LESSEE:
Great Midwest Life Insurance Company,      Nextel West Corp, a Delaware corporation, d/b/a
a Texas corporation                        Nextel Communications



By:     /s/ Charles L. Smith               By:    /s/ Roger Sampson
     ------------------------------          -----------------------------
       Charles L. Smith                        Roger Sampson
Date:      3/2/01                          Date:  06 Mar 01
       ----------------------------               ------------------------
Title:      President                      Title: Regional Vice President
       ----------------------------               ------------------------
Tax ID#          75-1563616
       ----------------------------

</TABLE>

                                    03/21/01                                   5
<PAGE>

                                                               REGION: Southwest
                                                                  AREA: Oklahoma
                                                              MKT: Oklahoma City
                                                           SITE NAME: Twin Hills
                                                                 SITE#: 0K3215 A

                               AMENDMENT NO. 1 TO
                       COMMUNICATIONS SITE LEASE AGREEMENT

     This Amendment No. 1 to  Communications  Site Lease Agreement,  hereinafter
referred to as the "Amendment", is made this day 27th day of March , 2001 by and
between GREAT MIDWEST LIFE INSURANCE  COMPANY, a Texas corporation whose address
is 3021 Epperly, Del City, OK 73155,  (hereinafter  referred to as "Lessor") and
NEXTEL WEST CORP, a Delaware  corporation,  d/b/a Nextcl  Communications,  whose
address is 4700 West Sam Houston  Parkway North,  Suite 200,  Houston,  TX 77041
(hereinafter referred to as "Lessee")

                                   WITNESSETH:

     WHEREAS,  Lessor  and  Lessee  entered  into a  Communications  Site  Lease
Agreement  (hereinafter  referred to as the "Agreement") on for the placement of
certain  telecommunications  facilities and other  improvements  on certain land
owned by March 6, 2001; and

     WHEREAS, the parties now desire to modify and amend the Agreement;

     NOW,  THEREFORE,  in consideration of the execution of this Amendment,  and
the mutual  promises,  terms,  covenants and conditions  contained  herein,  the
parties hereto do hereby agree as follows;

     1.  The  foregoing   recitations  are  true  and  correct  and  are  hereby
incorporated by reference.

     2. That  Paragraph 1.  Premises.  of the Agreement is hereby deleted in its
entirety and replaced with the following:


     1.   Premises. Lessor is the owner of a parcel of land (the "Land') located
     in the City of Del City,  County of Oklahoma,  State of Oklahoma,  commonly
     known as 3021 Epperly. The Land is more particularly described in Exhibit A
     annexed  hereto.  Lessor  hereby  leases to Lessee and Lessee  leases  from
     Lessor,  approximately two thousand four hundred (2,400) square feet of the
     Land and all access and utility  easements,  if any,  (the  "Premises")  as
     described in Exhibit B annexed hereto.

     3.  That  Paragraph  5. Rent of the  Agreement  is  hereby  deleted  in its
entirety and replaced with the following


     5. Rent

     (a)  Within 15 days of the  Commencement  Date and on the first day of each
     month  thereafter,  Lessee shall pay to Lessor as rent One  Thousand  Three
     Hundred and 00/100 DOLLARS  ($1,300.00)  per month  ("Rent").  Rent for any
     fractional month at the beginning or at the end of the Term or Renewal Term
     shall be  prorated.  Rent shall be payable to Lessor at 3021  Epperly,  Del
     City, OK 73155; Attention: Charles L Smith.

     (b)  On the first day of any Renewal Term of this Agreement,  Rent shall be
     increased by ten percent (10%) of the Rent for the Term or the  immediately
     preceding Renewal Term.

     4. That  Exhibit  "B"  Agreement  is hereby  deleted  in its  entirety  and
replaced with the attached Exhibit "B".

     5. Except as set forth in this  Amendment,  all provisions of the Agreement
and Amendments  thereto,  remain unchanged and in full forced and effect.  It is
the intention of the parties hereto,  that in the event of any conflict  between
the terms of the Agreement and this Amendment,  this Amendment shall prevail and
any  conflicting  language,  terms  or  provisions  in the  Agreement  shall  be
inoperative.  Capitalized terms in this Amendment shall have the same meaning as
are given in the Agreement, unless otherwise defined in this Amendment.


                                    03/21/01                                   1
<PAGE>

                                                               REGION: Southwest
                                                                  AREA: Oklahoma
                                                              MKT: Oklahoma City
                                                           SITE NAME: Twin Hills
                                                                 SITE#: 0K3215 A

     IN WITNESS  WHEREOF,  the  parties  have  executed  this  Amendment  to the
Agreement on the date and year first above written.


                              LESSOR
                              GREAT MIDWEST LIFE INSURANCE COMPANY,
                              a Texas corporation


                              By: /s/ Charles L. Smith
                                 -----------------------------------------------

                              Print Name:  Charles L. Smith
                                         ---------------------------------------

                              Title: President
                                     -------------------------------------------





                              LESSEE
                              NEXTEL WEST CORP, a Delaware corporation, d/b/a
                              Nextel Communications

                              By: /s/ Harry Hull                  3/27/01
                                 -----------------------------------------------

                              Print Name:   Harry Hull
                                          --------------------------------------

                              Title: Vice President - Engineering and Operations
                                    --------------------------------------------

                                    03/21/01                                   2