AMENDMENT TO STOCK OPTION AGREEMENT,
                            CONSENT TO PLAN AMENDMENT
                 AND ACKNOWLEDGEMENT OF EMPLOYMENT ARRANGEMENTS

         This Agreement is made as of the 22 day of August, 2003, between
Pinnacle Holdings Inc. (the "Company") and William T. Freeman ("Optionee").

         Optionee has been granted options (the "Options") pursuant to the
Pinnacle Holdings Inc. Employee Stock Option Plan (the "Plan"), and Optionee and
the Company are currently parties to one option agreement (the "Option
Agreement"), attached as Exhibit A hereto, with respect to the Options, setting
forth the terms and conditions of the Options.

         In consideration of valuable consideration, Optionee hereby agrees with
the Company as follows:

         1. Option Plan Amendments. Notwithstanding any of the provisions, terms
or conditions of the Plan, the Option Agreement or other agreement to the
contrary, Optionee consents to the proposed amendments to be made by the Board
of Directors of the Company to the Plan (which amendments may be made prior to
the time this agreement is delivered) which are set forth in the marked version
of the Plan attached hereto as Exhibit B (the "Amended Plan").

         2. Option Agreement. Optionee and the Company understand and agree that
the Amended Plan will fully supersede the Plan and the terms of any other
agreement between the Optionee and the Company except for the terms set forth in
Section 3(c) of the Employment Agreement undersigned and [Pinnacle Towers, Inc./
the Company] attached as Exhibit C hereto, and that, since the Plan's provisions
are incorporated into the Option Agreement, the Option Agreement will be amended
by the Amended Plan to the extent that there are any inconsistencies between the
Amended Plan and the Option Agreement. In addition, Optionee and the Company
understand and agree that, in light of Section 3(c) of the Employee Agreement,
Section 3(b) of the Option Agreement is hereby deleted. The Option Agreement
will also be amended by the provisions set forth in paragraphs 3 and 4 below.
Optionee agrees that except as set forth in the Option Agreement or this
agreement or Section 3(c) of the Employment Agreement (except insofar as Section
3(c) of the Employment Agreement is superceded by the express provisions of this
agreement), no other agreement shall be deemed to contain any provisions
governing the terms and conditions of the options granted pursuant to the Option
Agreement.

         3. Vesting Provisions. In addition, Optionee and the Company understand
and agree that Section 3(a) of the Option Agreement is hereby amended to replace
the words "over a three year period on each anniversary of the Date of Grant"
with the words "over a three year period on each anniversary of January 1,
2003."

         4. Number of Shares Covered by Option. Optionee hereby agrees that the
number of $10 Shares (as defined in the Option Agreement) under the Option
Agreement




is 174,250 and that the number of $20 Shares (as defined in the Option
Agreement) under the Option Agreement is 174,250.

         5. No Other Equity Interests. Optionee acknowledges, and hereby
represents and warrants to the Company, that except for the securities covered
by the Option Agreement, the Optionee has not been promised by the Company or
any other person or entity, and the Optionee has no right, title or interest in
any stock of the Company or any options, warrants, rights or other securities
convertible into or exchangeable for any stock or any options, warrants, rights
or other securities of the Company or any of its subsidiaries.

         6. No Other Agreements. Optionee acknowledges, and hereby represents
and warrants to the Company, that except for the agreement attached as Exhibit C
hereto, there are no written or other agreements between the undersigned and the
Company or any subsidiary thereof (or any predecessor thereto) that are not null
and void, and that the agreement attached as Exhibit C hereto, except to the
extent superceded by Option Agreement (as amended pursuant hereto) and this
Agreement, constitutes the entire agreement between the undersigned and the
Company with respect to the employment of the undersigned.

         7. Governing Law. This agreement shall be governed by the laws of the
State of Delaware, without regard to the conflicts of laws provisions thereof.


                                       ACKNOWLEDGED AND AGREED:

                                       /s/ William T. Freeman
                                       ----------------------------------
                                       William T. Freeman

                                       /s/ David Grain
                                       ----------------------------------
                                       David Grain
                                       President
                                       Pinnacle Holdings, Inc.


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