<PAGE>
                                                                   EXHIBIT 10.8


                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT ("Agreement") is made effective as of the
5th day of June , 2002, by and between o2wireless Solutions, Inc., a Georgia
corporation (the "Company"), and Martin Dempsey ("Employee").

         WHEREAS, the Company desires to employ Employee and Employee desires
to accept employment with the Company under the terms and conditions set forth
herein; and

         WHEREAS, the Company and Employee desire to set forth in writing all
of the covenants, terms and conditions of their agreement and understanding as
to such employment.

         NOW THEREFORE, in consideration of the foregoing, the mutual promises
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, agree as follows:

         1.       EMPLOYMENT AND DUTIES. The Company hereby employs Employee,
and Employee hereby accepts employment, as Vice President-Finance, of the
Company. Employee shall also be responsible for such other managerial or
executive position(s) as agreed to in writing by the parties. Employee's
responsibilities will include management and supervision of all aspects of the
Company's fiscal policies and procedures, including but not limited to,
accounting, cash management, record keeping, preparation of budgets and
forecasts, financial statement preparation and reporting, compliance with all
applicable tax laws, compliance with securities laws related to periodic
reports filed with the Securities and Exchange Commission, and all other duties
and responsibilities attendant to the position of Vice President-Finance.
Employee agrees to serve in such capacities and to faithfully and diligently
perform such duties, responsibilities and services that are incidental thereto,
as well as such other duties, responsibilities and services as may be
prescribed or requested by the Chief Executive Officer ("CEO") or Board of
Directors of the Company ("Board of Directors") from time to time. Employee
shall report to the CEO and shall devote his full time, attention and best
efforts to the performance of his duties, responsibilities and services to the
Company in a lawful manner and in accordance with all policies and procedures
of the Company and instructions from the CEO or Board of Directors.

         2.       TERM. The Term of this Agreement (the "Term of Agreement")
shall commence on the date set forth above and will terminate one (1) year
thereafter ("Termination Date"), unless the Agreement is terminated at an
earlier date as provided herein.

         3.       COMPENSATION AND EMPLOYEE BENEFITS.

         (a)      Compensation. Employee shall receive an annualized salary
(the "Base Salary") of One Hundred Fifteen Thousand Dollars ($115,000.00),
which shall be paid in accordance with the Company's regular payroll practices
and subject to any and all withholdings pursuant to applicable law.


<PAGE>
         (b)      Signing Bonus. Employee shall receive a one time bonus in the
total gross amount of $15,000.00 upon execution of this Agreement by the
Company and Employee. The Company will withhold all applicable taxes and
statutory deductions from said bonus payment.

         (c)      Incentive Bonus. Employee shall be eligible to receive an
incentive bonus (the "Incentive Bonus") equal to the lesser of (i) the Maximum
Bonus or (ii) the product obtained by multiplying the EBITDA Ratio by the
Maximum Bonus. The Incentive Bonus shall be paid to Employee on April 1, 2003;
provided, however, that the Incentive Bonus shall not be payable in the event
that (i) the employment of the Employee is terminated by the Company pursuant
to Section 4(c) hereof, (ii) the employment of Employee is terminated by the
Company or the Employee, for any reason prior to December 31, 2002, or (iii)
during the period beginning January 1, 2003 and ending April 1, 2003, Employee
terminates his employment hereunder pursuant to Section 4(b) hereof. As used in
this Section 3(c), the following terms shall have the meanings indicated below:

         "Maximum Bonus" shall mean an amount equal to 10% of the Employee's
Base Salary.

         "EBITDA Ratio" shall mean the quotient obtained by dividing EBITDA by
$4,000,000.

         "EBITDA" shall mean the earnings of all regions before taking into
account interest, taxes, depreciation, amortization and corporate cost
allocation.

         (d)      Employee/Fringe Benefits. Employee shall be eligible to
participate in all employee benefit programs and fringe benefits (including,
but not limited to, medical, dental, vision, life, accidental death and
dismemberment, travel, accident and short-term/long-term disability insurance
plans or programs, as may be in effect from time to time) as provided by the
Company to executive employees, subject to any and all terms, conditions, and
eligibility requirements for said programs and benefits, as may from time to
time be prescribed by the Company.

         (e)      Other Business Expenses. The Company shall reimburse Employee
for his actual out-of-pocket, business expenses that are incurred by Employee
and are reasonable and necessary in relation to and in furtherance of
Employee's performance of his duties to the Company. Such reimbursement shall
be subject to compliance with the Company's reimbursement policies and the
provision of substantiating documents of said expenses as may be reasonably
requested by the Company.

         (f)      Vacation. Employee shall be entitled to twenty-one (21) days
Paid Time Off (PTO) per year for vacation and otherwise shall be subject to the
Company's normal vacation policy as it pertains to carryover of vacation from
one calendar year to another. Illness, other personal time away from work, and
holidays shall be allowed in accordance with the Company's normal policies;
provided, that vacation shall be taken at such times as shall not unreasonably
interfere with the Employee's responsibilities hereunder.

         4.       TERMINATION. Employee's employment may be terminated prior to
the expiration of the employment term as follows:


                                       2
<PAGE>
         (a)      Death or Disability. Employee's employment hereunder shall
terminate automatically upon Employee's death. In such event, Employee's estate
shall be entitled to receive any earned and unpaid Base Salary and bonus,
prorated through the date of death. If Employee is prevented from performing
the essential functions of his position, with or without reasonable
accommodations, as a result of physical or mental illness, injury or incapacity
for either (i) a period of ninety (90) consecutive days, or (ii) more than one
hundred eighty (180) days in the aggregate in any twelve (12) month period,
then Employee acknowledges that he would be unable to perform the essential
functions of his job and the Company may terminate the Employee's employment
upon written notice to Employee. The date of disability shall be the date
specified by the Board of Directors of the Company in the written notice
provided to Employee by the Company. In the event of termination due to
disability, Employee shall be entitled to receive any earned and unpaid Base
Salary and bonus, prorated through the date of disability. While receiving
disability income payments under the Company's disability income plan, Employee
shall not be entitled to receive any Base Salary hereunder, but shall continue
to participate in the Company's benefit plans, to the maximum extent permitted
by such plans, until the termination of his employment. Termination of his
employment for disability shall not restrict or limit the Employee's
opportunity to receive continued benefits under the Company's then existing
disability plans(s) in accordance with the terms of such plan(s).

         (b)      Termination Without Cause. This Agreement may be terminated
by Employee or by the Company at any time, for any reason or without cause or
reason, by giving fourteen (14) days written notice to the other party. In the
event the Company terminates Employee's employment without cause, then Employee
shall be entitled to any earned and unpaid Base Salary prorated through the
date of termination and severance pay in the form of continuation of payment of
his annualized base salary for a period of six (6) months from the date of such
termination, which shall be paid in accordance with the Company's regular
payroll practices and subject to any and all applicable taxes and statutory
deductions.

         (c)      Termination For Cause: This Agreement may be immediately
terminated by the Company without notice at any time and without further
obligation, except for Base Salary earned through the date of termination, for
any of the following reasons: (a) fraud, misrepresentation, or dishonesty; (b)
negligence; (c) criminal acts or conduct, criminal conviction of Employee or
the entering by Employee of a plea of "guilty", "no contest", or "nolo
contendere" to any misdemeanor or felony; (d) inattention to or failure to
properly and accurately perform duties and responsibilities assigned to
Employee by the Company, such performance to be judged in the Company's sole
and exclusive discretion; (e) reckless or willful misconduct; or (f) the
engaging by Employee in act or activity prohibited under the terms of this
Agreement.

         5.       CONFIDENTIALITY.

         (a)      Employee agrees that, both during and after termination of
his employment for any reason, Employee will hold in a fiduciary capacity for
the benefit of the Company, and shall not, without the prior written consent of
the Company, directly or indirectly use (for his own benefit or for the benefit
of any other person or entity) or disclose, except as authorized by the Company
in connection with the performance of Employee's duties, any Confidential
Information, as defined hereinafter, that Employee may have or acquire (whether
or not developed or compiled by Employee and whether or not Employee has been
authorized to have access to such


                                       3
<PAGE>
Confidential Information) during the term of, or in connection with, his
employment. The term "Confidential Information" as used in this Agreement shall
mean and include any information, data and know-how relating to the business of
the Company that is disclosed to Employee by the Company or known by him as a
result of his relationship with the Company and not generally within the public
domain (whether constituting a trade secret or not), including without
limitation, the following information:

                           (i)      financial information, such as Company's
         earnings, assets, debts, prices, fee structures, volumes of purchases
         or sales or other financial data, whether relating to Company
         generally, or to particular products, services, geographic areas, or
         time periods;

                           (ii)     supply and service information, such as
         information concerning the goods and services utilized or purchased by
         the Company, the names or addresses of suppliers, terms of supply or
         service contracts, or of particular transactions, or related
         information about potential suppliers, to the extent that such
         information is not generally known to the public, and to the extent
         that the combination of suppliers or use of a particular supplier,
         though generally known or available, yields advantages to Company the
         details of which are not generally known;

                           (iii)    marketing information, such as details
         about ongoing or proposed marketing programs or agreements by or on
         behalf of Company, marketing forecasts or results of marketing efforts
         or information about impending transactions;

                           (iv)     personnel information, such as employees'
         personal or medical histories, compensation or other terms of
         employment, actual or proposed promotions, hirings, resignations,
         disciplinary actions, terminations or reasons therefor, training
         methods, performance, or other employee information;

                           (v)      customer information, such as any
         compilation of past, existing or prospective customers, customer
         proposals or agreements between customers and the Company, status of
         customer accounts or credit, or related information about actual or
         prospective customers; and

                           (vi)     information provided to the Company by a
         third party under an obligation of confidentiality.

                  The term "Confidential Information" does not include
information that has become generally available to the public by the act of one
who has the right to disclose such information without violating any right of
the Company or the customer to which such information pertains.

         (b)      The covenant contained in this Section 5 shall survive the
termination of Employee's employment with the Company for any reason for a
period of two (2) years; provided, however, that with respect to those items of
Confidential Information which constitute a trade secret under applicable law,
the Employee's obligations of confidentiality and non-disclosure as set forth
in this Section 5 shall continue to survive after said two (2) year period to
the greatest extent


                                       4
<PAGE>
permitted by applicable law. These rights of the Company are in addition to
those rights the Company has under the common law or applicable statutes for
the protection of trade secrets.

         6.       NON-SOLICITATION OF EMPLOYEES. Employee agrees that he will,
for so long as he is employed hereunder and for a period of one (1) year after
termination of his employment, refrain from, unless previously consented to in
writing by the Company, on his behalf or on behalf of any other person or
entity, soliciting the employment of, employing or encouraging to leave the
employment of the Company, its successors or assigns or any affiliate of the
Company or its successors or assigns, any individual who at such time or within
one hundred eighty (180) days prior to such time is or was an employee of the
Company, its successors or assigns or any affiliate of the Company or its
successors or assigns.

         7.       NON-COMPETITION. Employee expressly covenants and agrees that
during the term of his employment hereunder and for a period of six (6) months
after termination of his employment for any reason, he will not, without the
prior written consent of the Company, obtain or accept a "Competitive Position"
in the "Restricted Territory" with a "Competitor" of the Company (as such terms
are hereafter defined), if the Company or its successors or assigns is also
then still engaged in the Company's Business. For purposes of this Agreement, a
"Competitor" of the Company means any business, individual, partnership, joint
venture, association, firm, corporation or other entity engaged, wholly or
partly, in the business of turnkey cable, fiber optic, and wireline and
wireless telecommunications services including land use planning; site
acquisition; site, systems (including but not limited to RF) and structural
engineering; permitting and zoning; civil, site and tower construction; tower
erection; tower design and manufacturing; equipment services; site management
and maintenance; and build-to-suit financing/ownership of sites; a "Competitive
Position" means the provision of services for the benefit of any Competitor of
the Company whereby Employee will use any Confidential Information (as that
term is defined in Section 5), or whereby Employee has duties for such
Competitor that are the same as or substantially similar to those actually
performed by him pursuant to the terms hereof; and the "Restricted Territory"
means and includes the geographic area comprising the area within 100 miles of
the following office locations of the Company, its subsidiaries, affiliates
and/or divisions as set forth on Exhibit "A"; provided that on the date at
issue the Company has not permanently ceased to conduct business within such
area. Employee acknowledges and agrees that he has been or will be working
within and throughout the Restricted Territory as defined above or has had or
will have material contact with customers or actively sought prospective
customers of the Company located within such areas.

         8.       MATERIAL CONTACT. For the purposes of Sections 7 and 8 of
this Agreement, "material contact" exists between Employee and each customer or
potential customer: (i) with whom Employee dealt; (ii) whose dealings with the
Company were coordinated or supervised by Employee; or (iii) about whom
Employee obtained Confidential Information in the ordinary course of business
as a result of Employee's performance of his duties and responsibilities
hereunder and in the case of each of clauses (i), (ii) and (iii) above, such
occurrence was within two (2) years prior to the date of termination of
Employee's employment with the Company.

         9.       TOLLING OF PERIOD OF RESTRAINT. Employee hereby expressly
acknowledges and agrees that in the event the enforceability of any of the
terms of this Agreement shall be challenged in court or pursuant to arbitration
and Employee is not enjoined from breaching any


                                       5
<PAGE>
of the restraints set forth in Sections 5 through 8, then if a court of
competent jurisdiction or arbitration panel finds that the challenged restraint
is enforceable, the time period of the restraint shall be deemed tolled upon
the filing of the lawsuit challenging the enforceability of the restraint until
the dispute is finally resolved and all periods of appeal have expired, but in
no event shall any restriction endure beyond the two (2) year anniversary of
the Employee's termination from employment with the Company.

         10.      ACKNOWLEDGMENTS. The Employee hereby acknowledges and agrees
that the restrictions contained in Sections 5 through 8 are fair and reasonable
and necessary for the protection of the legitimate business interests of the
Company. Employee acknowledges that in the event the Employee's employment with
the Company terminates for any reason, the Employee will be able to earn a
livelihood without violating the restrictions contained in Sections 5 through 8
and that the Employee's ability to earn a livelihood without violating such
restrictions is a material condition to the Employee's employment and continued
employment with the Company.

         11.      WORK PRODUCT; INVENTIONS.

         (a)      Ownership by the Company. The Company shall own all right,
title and interest in and to all work product developed by Employee in
Employee's provision of services to the Company, including without limitation,
all preliminary designs and drafts, all other works of authorship, all
derivative works and patentable and unpatentable inventions and improvements,
all copies of such works in whatever medium such copies are fixed or embodied,
and all worldwide copyrights, trademarks, patents or other intellectual
property rights in and to such works (collectively the "Work Product"). All
copyrightable materials of the Work Product shall be deemed a "work made for
hire" for the purposes of U.S. Copyright Act, 17 U.S.C. ss. 101 et seq., as
amended.

         (b)      Assignment and Transfer. In the event any right, title or
interest in and to any of the Work Product (including without limitation all
worldwide copyrights, trademarks, patents or other intellectual property rights
therein) does and shall not vest automatically in and with the Company,
Employee agrees to and hereby does irrevocably assign, convey and otherwise
transfer to the Company, and the Company's respective successors and assigns,
all such right, title and interest in and to the Work Product with no
requirement of further consideration from or action by Employee or the Company.

         (c)      Registration Rights. The Company shall have the exclusive
worldwide right to register, in all cases as "claimant" and when applicable as
"author," all copyrights in and to any copyrightable element of the Work
Product, and file any and all applicable renewals and extensions of such
copyright registrations. The Company shall also have the exclusive worldwide
right to file applications for and obtain (i) patents on and for any of the
Work Product in Employee's name and (ii) assignments for the transfer of the
ownership of any such patents to the Company.

         (d)      Additional Documents. Employee agrees to execute and deliver
all documents requested by the Company regarding or related to the ownership
and/or other intellectual property rights and registrations specified herein.
Employee hereby further irrevocably


                                       6
<PAGE>
designates and appoints the Company as Employee's agent and attorney-in-fact to
act for and on Employee's behalf and stead to execute, register and file any
such assignments, applications, registrations, renewals and extensions and to
do all other lawfully permitted acts to further the registration, prosecution
and issuance of patents, copyright or similar protections with the same legal
force and effect as if executed by Employee.

         12.      RIGHTS TO MATERIALS. All records, files, memoranda, computer
programs, reports, price lists, customer lists, drawings, plans, sketches,
projections, business plans, financial information, Company documents and the
like (together with all copies thereof) relating to the business of the
Company, which Employee shall use or prepare or come in contact with in the
course of, or as a result of, his employment shall, as between the parties
hereto, remain the sole property of the Company. Upon the termination of his
employment or upon the prior demand of the Company, he shall immediately return
all such materials and shall not thereafter cause removal thereof from the
premises of the Company.

         13.      ASSISTANCE IN LITIGATION. Employee shall, upon reasonable
notice, furnish such information and assistance to the Company as may
reasonably be required by the Company in connection with any litigation in
which it is, or may become, a party, and which arises out of facts and
circumstances known to Employee. The Company shall promptly reimburse Employee
for his out-of-pocket expenses incurred in connection with the fulfillment of
his obligations under this Section; provided, however, that Employee's
obligations under this Section shall only exist during the term of this
Agreement and during the period, if any, during which he receives compensation
from the Company following the termination or expiration of this Agreement.

         14.      SEVERABILITY. The parties covenant and agree that the
provisions contained herein are reasonable and are not known or believed to be
in violation of any federal, state, or local law, rule or regulation. Except as
noted below, should any provision of this Agreement be declared or determined
by any court of competent jurisdiction to be unenforceable or invalid for any
reason, the validity of the remaining parts, terms or provisions of this
Agreement shall not be affected thereby and the invalid or unenforceable part,
term or provision shall be deemed not to be a part of this Agreement. The
covenants set forth in this Agreement are to be reformed pursuant to Section 15
if held to be unreasonable or unenforceable, in whole or in part, and, as
written and as reformed, shall be deemed to be part of this Agreement.

         15.      REFORMATION. If any of the covenants or promises of this
Agreement are determined by any court of law or equity, with jurisdiction over
this matter, to be unreasonable or unenforceable, in whole or in part, as
written, Employee hereby consents to and affirmatively requests that said court
reform the covenant or promise so as to be reasonable and enforceable and that
said court enforce the covenant or promise as so reformed.

         16.      INJUNCTIVE RELIEF. Employee understands, acknowledges and
agrees that in the event of a breach or threatened breach of any of the
covenants and promises contained in this Agreement, the Company will suffer
irreparable injury for which there is no adequate remedy at law and the Company
will therefore be entitled to obtain, without bond, injunctive relief enjoining
said breach or threatened breach. The Employee further acknowledges, however,
that the Company shall have the right to seek a remedy at law as well as or in
lieu of equitable relief in the event of any such breach.


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<PAGE>
         17.      EMPLOYEE'S OBLIGATIONS UPON TERMINATION. Upon the termination
of Employee's employment hereunder for whatever reason, Employee shall
automatically tender Employee's resignation from any office Employee may hold
with the Company or any subsidiary of the Company, and Employee shall not at
any time thereafter represent himself to be connected or to have any connection
with the Company or its related entities.

         18.      ASSIGNMENT. Due to the personal service nature of Employee's
obligations, Employee may not assign this Agreement. Subject to the
restrictions in this Section, this Agreement shall be binding upon and benefit
the parties hereto, and their respective heirs, successors or assigns. The term
"Company" as used in this Agreement shall be deemed to include the successors
and assigns of the original or any subsequent entity constituting the Company
as well as any and all divisions, subsidiaries or affiliates thereof.

         19.      MUTUAL NON-DISPARAGEMENT; PRESS RELEASES.

         (a)      Mutual Non-Disparagement. The Company and Employee agree that
neither party will undertake any disparaging or harassing conduct directed at
the other at any time during the term of this Agreement or following
termination hereof.

         (b)      Press Releases. Other than as required by applicable law, the
parties agree that no public announcement or similar publicity with respect to
this Agreement or the termination of Employee's employment with the Company
will be issued, if at all, unless the parties agree as to the time, manner and
content of such announcement or publicity. Unless consented to by the Company
in advance or required by law, Employee shall keep this Agreement strictly
confidential and may not make any disclosure of this Agreement or any of its
terms or provisions to any person. The parties will consult with each other in
good faith concerning the means by which the Company's employees, customers and
suppliers and others having dealings with Employee will be informed of the
termination of Employee's employment with the Company.

         20.      ENTIRE AGREEMENT; MODIFICATION; GOVERNING LAW. This Agreement
constitutes the entire understanding between the parties regarding the subject
matters addressed herein and supersedes any prior oral or written agreements
between the parties. This Agreement can only be modified by a writing signed by
both parties, and shall be interpreted in accordance with and governed by the
laws of the State of Georgia without regard to the choice of law provisions
thereof. Notwithstanding the foregoing, the protective provisions contained in
Sections 5 through 12 hereof shall be governed and enforced in accordance with
the laws of the state in which enforcement of such provisions is sought.


                                       8
<PAGE>
         21.      NEGOTIATED AGREEMENT. Employee and the Company agree that
this Agreement shall be construed as drafted by both of them, as parties of
equivalent bargaining power, and not for or against either of them as drafter.

         22.      REVIEW AND VOLUNTARINESS OF AGREEMENT. Employee acknowledges
Employee has had an opportunity to read, review, and consider the provisions of
this Agreement, that Employee has in fact read and does understand such
provisions, and that Employee has voluntarily entered into this Agreement.

         23.      NON-WAIVER. The failure of the Company to insist upon or
enforce strict performance of any provision of this Agreement or to exercise
any rights or remedies hereunder will not be construed as a waiver by the
Company to assert or rely upon any such provision, right or remedy in that or
any other instance.

         24.      NO CONFLICTING OBLIGATIONS. Employee hereby acknowledges and
represents that Employee's execution of this Agreement and performance of
employment-related obligations and duties for the Company as set forth
hereunder will not cause any breach, default or violation of any other
employment, non-disclosure, confidentiality, non-competition or other agreement
to which Employee may be a party or otherwise bound. Employee hereby agrees
that he will not use in the performance of his duties for the Company (or
otherwise disclose to the Company) any trade secrets or confidential
information of any prior employer or other person or entity if and to the
extent that such use or disclosure may cause a breach or violation of any
obligation or duty owed to such employer, person, or entity under any agreement
or applicable law.

         25.      RIGHT TO ARBITRATION. Any controversy or claim arising out of
or relating to Employee's employment by the Company, or the termination
thereof, or this Agreement, or the breach thereof (including, without
limitation, any claim that any provision of this Agreement or any obligation of
Employee is illegal or otherwise unenforceable or voidable under law, ordinance
or ruling or that Employee's employment by the Company was illegally
terminated) shall be settled by arbitration at the office of the American
Arbitration Association in Atlanta, Georgia, in accordance with the United
States Arbitration Act (9 USC, ss. 1 et seq.) and the rules of the American
Arbitration Association. Company and Employee each consents and submits to the
personal jurisdiction and venue of the trial courts of Cobb County, Georgia,
and also to the personal jurisdiction and venue of the United States District
Court for the Northern District of Georgia for purposes of enforcing this
provision. All awards of the arbitration shall be binding and non-appealable
except as otherwise provided in the United States Arbitration Act. Judgment
upon the award of the arbitrator may be entered in any court having
jurisdiction thereof. The arbitration shall take place at a time noticed by the
American Arbitration Association regardless of whether one of the parties fails
or refuses to participate. The arbitrator shall have no authority to award
punitive damages, but will otherwise have the authority to award any remedy or
relief that a court of competent jurisdiction could order or grant, including,
without limitation, specific performance of any obligation created under this
Agreement, the issuance of an injunction or other provisional relief, or the
imposition of sanctions for abuse or frustration of the arbitration process.
The parties shall be entitled to engage in reasonable discovery, including a
request for the production of relevant documents. Depositions may be ordered by
the arbitrator upon a showing of need. The foregoing provisions shall not
preclude the Company from bringing an action in any court of competent
jurisdiction for injunctive or other provisional relief as the


                                       9
<PAGE>
Company may determine is necessary or appropriate. [To be initialed below by
Employee and Company]

         --------                   -------                    ----
         Employee                   Company                    Date

         26.      NOTICES. Any notice or other communications under this
Agreement shall be in writing, signed by the party making the same, and shall
be delivered personally or sent by certified or registered mail, postage
prepaid, addressed as follows:

                  If to Employee:           Martin Dempsey

                  If to the Company:        o2wireless Solutions, Inc.
                                            440 Interstate North Pkwy.
                                            Atlanta, Georgia  30339
                                            Attention: Chairman of the Board or
                                                       Corporate Secretary

or to such other address as may hereafter be designated by either party hereto.
All such notices shall be deemed given on the date received.

         IN WITNESS WHEREOF, the parties hereto have hereunto affixed their
hands as of the date first above written.


                                    THE COMPANY:

                                    O2WIRELESS SOLUTIONS, INC.


                                    By: /s/ Andrew D. Roscoe
                                       ----------------------------------------
                                       Andrew D. Roscoe
                                       Chairman, President and
                                       Chief Executive Officer

                                    EMPLOYEE:

                                    /s/ Martin Dempsey                     L.S.
                                    --------------------------------------
                                    Martin Dempsey


                                      10
<PAGE>
                                  EXHIBIT "A"

                        List of Company Office Locations

Corporate - 440 Interstate North Parkway, Atlanta, GA 30339

o2wireless Deployment - Southeast Region - 2355 Industrial Park Blvd.,
         Cumming, GA 30041 SE
         Field Office - 425 Feaster Road, Greenville, SC 29615

o2wireless Deployment - Central Region - 309 Spangler Drive, Suite D,
         Richmond, KY 40475
         Central Field Office - 6240A Enterprise Drive, Knoxville, TN 37909

o2wireless Deployment - Northeast Region - 15 Just Road, Fairfield, NJ 07004
         NE Field Office - 4640 Wedgewood Blvd., Frederick, MD 21703

o2wireless Deployment - Southwest Region - 10430 Rodgers Road, Houston, TX
         77070

o2wireless Deployment - Midwest Region - 900 Oakmont Lane, Suite 310, Westmont,
         IL 60559

o2wireless Systems Group, Inc. - 900 Oakmont Lane, Suite 310, Westmont, IL 60559
         Product Services - 6900-B North Park Blvd., Charlotte, NC 28216
         Product Services Field Office - 5036 N. 54th Avenue, Suite 10,
         Glendale, AZ 85301