P I N N A C L E
                                   TOWERS INC.


April 30, 2003

Massoud Sedigh
17407 Borough Lane
Spring, Texas 77379

Dear Massoud:

Pinnacle Towers Inc. is pleased to confirm our offer and your acceptance of
employment for the position of Chief Information Officer, reporting to David J.
Grain, President. Your duties and responsibilities will be those described to
you during your recent interview with Mr. Grain. This letter will confirm our
understanding and agreement with respect to principal details of your
employment.

As discussed, your employment will begin on Monday, May 12, 2003. This is an
exempt position, for which you will be compensated at a rate of $200,000.00
annually and paid on a semi-monthly (twice a month) basis. In addition, you will
receive an employment incentive in the amount of $50,000 gross, payable on the
first pay period of employment to assist you in relocating to the Sarasota,
Florida area. The Company will also provide you with temporary living
accommodations during the introductory or probationary period. If you
voluntarily terminate your employment for any reason except by death or
disability within a twelve month period from date of employment, you will
reimburse the Company at the rate of one-twelfth (1/12) of the total employment
incentive contemplated above for each month you are not employed during the
twelve month period. This information is confidential and should not be
discussed with anyone other than your manager, Mr. Grain. Applicable federal,
state and local taxes will be withheld from each paycheck, as will be any
additional deductions you choose to make. An annual review will also be
conducted after twelve (12) months of continuous employment.

In the event your employment is terminated by the Company for non-cause, you
will receive six months Base Salary and benefits under COBRA (once elected).

Subject to Board confirmation, you will be granted an option to purchase that
number of shares of the common stock of the Company (the "Shares") representing
half of one percent (.5%) of the total outstanding common shares of the Company
as of the date hereof (the "Option") with one half of the Shares underlying the
Option having an Exercise Price per Share of $10 (the "$10 Shares") and one half
of the Shares underlying the Option having an Exercise Price of $20 (the "$20
Shares, and together with the $10 Shares, the "Option Shares"). In addition, at
my sole discretion, after one year of service, you may be eligible to receive an
additional grant of options representing (.25%). The




Option shall become vested and exercisable over a three-year period with the
Shares vesting on each of the 1st, 2nd and 3rd anniversaries of your date of
employment or date of grant. The Option shall be governed by the terms of an
option agreement, the terms of which shall be provided by the Company at a later
date. In the event the Company consummates an underwritten public offering of
Company common stock, pursuant to an effective registration statement filed
under the Securities Act of 1933, as amended, at any time during employment with
the Company, you will be entitled to have your Shares treated the same as shares
of the Company common stock held by other senior executive officers of the
Company with respect to registration rights relating to the Shares.

Your first 90 days of employment with Pinnacle Towers Inc. are considered an
introductory or probationary period. Completion of the Introductory or
probationary period does not guarantee continued employment for any specified
period of time.

The Company provides a very comprehensive benefits package. You will be eligible
to participate in our health, dental and vision plans upon completion of
one-month employment. Currently, employees of Pinnacle make a minimal
contribution towards the cost of health, dental and vision coverage for
themselves or their families. The Company also provides basic life insurance and
accidental death and dismemberment and dependent life insurance coverage at no
cost to employees. However, the Company reserves the right to announce changes
to the benefit plan administration. A benefit information package will be made
available to you at new hire orientation.

The Company offers a 401(k) plan to all employees upon date of hire. There are a
variety of investment options to choose from. The Company does not currently
make any matching contributions.

By accepting this offer and in exchange for employment with the Company, you
agree that all disputes, claims and controversies between you and the Company,
its affiliates, agents and successors will be resolved by final and binding
arbitration pursuant to the Federal Arbitration Act and the procedures of the
American Arbitration Association. By agreeing to final and binding arbitration,
you acknowledge that you are waiving any rights to a jury trial for all such
disputes, claims and controversies.

To prevent any misunderstanding between us, this letter will supersede any
discussions or written documents between us or between you and any other
representatives of Pinnacle regarding your employment. This letter sets forth
the entire understanding between us regarding your employment, and may not be
amended or modified except by a document in writing signed by both of us.

Please understand that while it is our hope and belief that our relationship
will be a long one, this is an offer of employment on an "at will" basis. The
application form explains the conditions of employment and compensation with
Pinnacle Towers Inc. are "at will" in that they can be terminated with or
without cause, and with or without notice, at any time, at the option of either
Pinnacle Towers Inc. or yourself, except as otherwise

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provided by law. The terms of this offer letter, therefore, do not and are not
intended to create either an express and/or implied contract of employment with
Pinnacle Towers Inc. No manager or representative of Pinnacle Towers Inc., other
than an officer of Pinnacle Towers Inc., has authority to enter into any
agreement for employment for any specified period of time or to make any
agreement or contract to the foregoing, and any promises to the contrary may
only be relied upon by you if they are in writing and signed by an officer of
Pinnacle Towers Inc.

As you are already aware, this offer of employment is contingent upon
satisfaction of the following conditions: proof of citizenship or unrestricted
authorization to work in the United States (please bring your acceptable
documents on your first day of employment); satisfactory completion of a
background investigation, which may include verification of past employment,
education, felony criminal convictions history, driving record and credit
report, if applicable.

Massoud, if you agree with and accept the terms of this offer of employment,
please sign below and return this letter to my attention via hand delivery or
confidential fax (941) 308-0310. We are confident your employment with Pinnacle
Towers Inc. will prove mutually beneficial, and we look forward to having you
join our team.

You are scheduled for new hire orientation at 8:30 on Monday, May 12, 2003.

Sincerely


/s/ David J. Grain
David J. Grain
President



I accept Pinnacle's offer of employment as outlined above:.


ACCEPTED BY:  Massoud Sedigh


SIGNATURE: /s/ Massoud Sedigh
          -----------------------------------


DATE: April 30, 2003
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