Exhibit 10.19  AGREEMENT  This
Agreement, made and entered into as of this
         day of
                ,
             (the Agreement),
by and between FiberTower Corporation, a Delaware corporation (Company), and
                
(Indemnitee):  WHEREAS, it is
reasonable, prudent and necessary for the Company to obligate itself to
indemnify, and to advance expenses on behalf of, its directors to the fullest
extent permitted by applicable law so that they will serve or continue to serve
the Company free from undue concern that they will not be so indemnified; and  WHEREAS,
Indemnitee is willing to serve, continue to serve the Company as a director and
to take on additional service for or on its behalf on the condition that he be
so indemnified;  NOW, THEREFORE,
in consideration of the premises and the covenants contained herein, the
Company and Indemnitee do hereby covenant and agree as follows:  Section 1.  Services by
Indemnitee.  Indemnitee agrees to
serve as a director of the Company. 
Indemnitee may at any time and for any reason resign from such position
(subject to any other contractual obligation or any obligation imposed by
operation of law).  Section 2.  Indemnification
- General.  The Company shall
indemnify, and advance Expenses (as hereinafter defined) to, Indemnitee (a) as
provided in this Agreement and (b) to the fullest extent permitted by
applicable law in effect on the date hereof and as amended from time to
time.  The rights of Indemnitee provided
under the preceding sentence shall include, but shall not be limited to, the
rights set forth in the other Sections of this Agreement.  Section 3.  Proceedings
Other Than Proceedings by or in the Right of the Company.  Indemnitee shall be entitled to the rights or
indemnification provided in this Section 3 if, by reason of his Corporate
Status (as hereinafter defined), he is, or is threatened to be made, a party to
or a participant in any threatened, pending or completed Proceeding (as
hereinafter defined), other than a Proceeding by or in the right of the
Company.  Pursuant to this Section 3,
Indemnitee shall be indemnified against all Expenses, judgments, penalties,
fines and amounts paid in settlement (including all interest, assessments and
other charges paid or payable in connection with or in respect of such
Expenses, judgments, penalties, fines and amounts paid in settlement) actually
and reasonably incurred by him or on his behalf in connection with such
Proceeding or any claim, issue or matter therein, if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the Company and, with respect to any criminal Proceeding, had no
reasonable cause to believe his conduct was unlawful.  Section 4.  Proceedings by or in the Right of the
Company.  Indemnitee shall be
entitled to the rights of indemnification provided in this Section 4 if,
by reason of his Corporate Status, he is, or is threatened to be made, a party
to or a participant in any threatened, pending or completed Proceeding brought
by or in the right of the Company to procure a judgment in its favor.  Pursuant to this Section, Indemnitee shall be
indemnified against all Expenses (including all interest, assessments and other
charges paid or payable in connection with or in respect of such Expenses)
actually and reasonably incurred by him or on his behalf in connection with
such Proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not


opposed to the best interests of the Company; provided,however, that
indemnification against such Expenses shall be made in respect of any claim,
issue or matter in such Proceeding as to which Indemnitee shall have been
adjudged to be liable to the Company if and only to the extent that the Court
of Chancery of the State of Delaware, or the court in which such Proceeding
shall have been brought or is pending, shall determine that such
indemnification may be made.  Section 5.  Partial
Indemnification.  Notwithstanding any
other provision of this Agreement, to the extent that Indemnitee is, by reason
of his Corporate Status, a party to (or a participant in) and is successful, on
the merits or otherwise, in defense of any Proceeding, he shall be indemnified
against all Expenses actually and reasonably incurred by him or on his behalf
in connection therewith.  If Indemnitee
is not wholly successful in defense of such Proceeding but is successful, on
the merits or otherwise, as to one or more but less than all claims, issues or
matters in such Proceeding, the Company shall indemnify Indemnitee against all
Expenses actually and reasonably incurred by him or on his behalf in connection
with each successfully resolved claim, issue or matter.  For purposes of this Section and without
limitation, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, shall be deemed to be a successful
result as to such claim, issue or matter. 
If Indemnitee is entitled under any provision of this agreement to
indemnification by the Company for some or a portion of the Expenses,
judgments, penalties, fines and amounts paid in settlement (including all
interest, assessments and other charges paid or payable in connection with or
in respect of such Expenses, judgments, penalties, fines and amounts paid in
settlement) actually and reasonably incurred by him or on his behalf in
connection with such Proceeding or any claim, issue or matter therein, but not,
however, for the total amount thereof, the Company shall nevertheless indemnify
Indemnitee for the portion to which the Indemnitee is entitled.  Section 6.  Indemnification
for Additional Expenses.  (a)           The Company shall
indemnify Indemnitee against any and all Expenses and, if requested by
Indemnitee, shall (within seven (7) business days of such request) advance
such Expenses to Indemnitee, which are incurred by Indemnitee in connection
with any action brought by Indemnitee for (i) indemnification or advance
payment of Expenses by the Company under this Agreement or any other agreement
or by-law of the Company now or hereafter in effect; or (ii) recovery
under any directors and officers liability insurance policies maintained by
the Company, regardless of whether Indemnitee ultimately is determined to be
entitled to such indemnification, advance expense payment or insurance
recovery, as the case may be.  (b)           Notwithstanding any
other provision of this Agreement, to the extent that Indemnitee is, by reason
of his Corporate Status, a witness in any Proceeding to which Indemnitee is not
a party, he shall be indemnified against all Expenses actually and reasonably
incurred by him or on his behalf in connection therewith.  Section 7.  Advancement
of Expenses.  The Company shall
advance all reasonable Expenses incurred by or on behalf of Indemnitee in
connection with any Proceeding within seven (7) days after the receipt by
the Company of a statement or statements from Indemnitee requesting such
advance or advances from time to time, whether prior to or after final
disposition of such Proceeding.  Such
statement or statements shall reasonably evidence the Expenses incurred by
Indemnitee and shall include or be preceded or accompanied by an undertaking by
or  2


on behalf of
Indemnitee to repay any Expenses advanced if it shall ultimately be determined
that Indemnitee is not entitled to be indemnified against such Expenses.  Such undertaking shall be accepted without
reference to the financial ability of Indemnitee to make such repayment.  Notwithstanding the foregoing, the obligation
of the Company to advance Expenses pursuant to this Section 7 shall be
subject to the condition that, if, when and to the extent that the Company
determines that Indemnitee would not be permitted to be indemnified under
applicable law, the Company shall be entitled to be reimbursed, within thirty
(30) days of such determination, by Indemnitee (who hereby agrees to reimburse
the Company) for all such amounts theretofore paid; provided, however,
that if Indemnitee has commenced or thereafter commences legal proceedings in a
court of competent jurisdiction to secure a determination that Indemnitee
should be indemnified under applicable law, any determination made by the
Company that Indemnitee would not be permitted to be indemnified under
applicable law shall not be binding and Indemnitee shall not be required to
reimburse the Company for any advance of Expenses until a final judicial
determination is made with respect thereto (as to which all rights of appeal
therefrom have been exhausted or lapsed). 
Advances shall be unsecured and interest-free.  Section 8.  Procedure for
Determination of Entitlement to Indemnification.  (a)           To obtain
indemnification under this Agreement, Indemnitee shall submit to the Company a
written request, including therein or therewith such documentation and
information as is reasonably available to Indemnitee and is reasonably
necessary to determine whether and to what extent Indemnitee is entitled to
indemnification.  The Secretary of the
Company shall, promptly upon receipt of such a request for indemnification,
advise the Board in writing that Indemnitee has requested indemnification.  (b)           Upon written request
by Indemnitee for indemnification pursuant to the first sentence of Section 8(a) hereof,
a determination, if required by applicable law, with respect to Indemnitees
entitlement thereto shall be made in the specific case; (i) if a Change in
Control (as hereinafter defined) shall have occurred, by Independent Counsel
(as hereinafter defined) in a written opinion to the Board of Directors, a copy
of which shall be delivered to Indemnitee; or (ii) if a Change of Control
shall not have occurred, (A) by a majority vote of the Disinterested
Directors (as hereinafter defined), even though less than a quorum of the
Board, or (B) if there are no such Disinterested Directors or, if such
Disinterested Directors so direct, by Independent Counsel in a written opinion
to the Board, a copy of which shall be delivered to Indemnitee or (C) if
so directed by the Board, by the stockholders of the Company; and, if it is so
determined that Indemnitee is entitled to indemnification, payment to
Indemnitee shall be made within seven (7) days after such
determination.  The Company and the
Indemnitee shall each cooperate with the person, persons or entity making such
determination with respect to Indemnitees entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance
request any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to Indemnitee and
reasonably necessary to such determination. 
Any costs or expenses (including attorneys fees and disbursements)
incurred by Indemnitee in so cooperating with the person, persons or entity
making such determination shall be borne by the Company (irrespective of the
determination as to Indemnitees entitlement to indemnification), and the
Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.  3


(c)           In the event the
determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to Section 8(b) hereof, the Independent Counsel
shall be selected as provided in this Section 8(c).  If a Change of Control shall not have
occurred, the Independent Counsel shall be selected by the Board of Directors,
and the Company shall give written notice to Indemnitee advising him of the
identity of the Independent Counsel so selected.  If a Change of Control shall have occurred,
the Independent Counsel shall be selected by Indemnitee (unless Indemnitee
shall request that such selection be made by the Board of Directors, in which
event the preceding sentence shall apply), and Indemnitee shall give written
notice to the Company advising it of the identity of the Independent Counsel so
selected.  In either event, Indemnitee or
the Company, as the case may be, may, within 10 days after such written notice
of selection shall have been given, deliver to the Company or to Indemnitee, as
the case may be, a written objection to such selection; provided, however,
that such objection may be asserted only on the ground that the Independent
Counsel so selected does not meet the requirements of Independent Counsel as
defined in Section 17 of this Agreement, and the objection shall set forth
with particularity the factual basis of such assertion.  If such written objection is so made and
substantiated, the Independent Counsel so selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court has determined
that such objection is without merit. 
If, within 20 days after submission by Indemnitee of a written request
for indemnification pursuant to Section 8(a) hereof, no Independent
Counsel shall have been selected and not objected to, either the Company or
Indemnitee may petition the Court of Chancery of the State of Delaware for
resolution of any objection which shall have been made by the Company or
Indemnitee to the others selection of Independent Counsel and/or for the
appointment as Independent Counsel of a person selected by the Court or by such
other person as the Court shall designate, and the person with respect to whom
all objections are so resolved or the person so appointed shall act as
Independent Counsel under Section 8(b) hereof.  The Company shall pay any and all reasonable
fees and expenses of Independent Counsel incurred by such Independent Counsel
in connection with acting pursuant to Section 8(b) hereof, and the
Company shall pay all reasonable fees and expenses incident to the procedures
of this Section 8(c), regardless of the manner in which such Independent
Counsel was selected or appointed, and if such Independent Counsel was selected
or appointed by the Indemnitee or the Court, shall provide such Independent
Counsel with such retainer as may requested by such counsel.  Upon the due commencement of any judicial
proceeding or arbitration pursuant to Section 10(a)(iii) of this
Agreement, Independent Counsel shall be discharged and relieved of any further
responsibility in such capacity (subject to the applicable standards of
professional conduct then prevailing).  (d)           The Company shall
not be required to obtain the consent of the Indemnitee to the settlement of
any Proceeding which the Company has undertaken to defend if the Company
assumes full and sole responsibility for such settlement and the settlement
grants the Indemnitee a complete and unqualified release in respect of the
potential liability.  The Company shall
not be liable for any amount paid by the Indemnitee in settlement of any
Proceeding that is not defended by the Company, unless the Company has
consented to such settlement, which consent shall not be unreasonably withheld.  4


Section 9.  Presumptions and Effect of Certain
Proceedings.  (a)           In making a
determination with respect to entitlement to indemnification or the advancement
of expenses hereunder, the person or persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification or advancement of
expenses under this Agreement if Indemnitee has submitted a request for
indemnification or the advancement of expenses in accordance with Section 7
or Section 8(a) of this Agreement, and the Company shall have the
burden of proof to overcome that presumption in connection with the making by
any person, persons or entity of any determination contrary to that
presumption.  Neither the failure of the
Company (including its board of directors or independent legal counsel) to have
made a determination prior to the commencement of any action pursuant to this
Agreement that indemnification is proper in the circumstances because
Indemnitee has met the applicable standard of conduct, nor an actual
determination by the Company (including its board of directors or independent
legal counsel) that Indemnitee has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that Indemnitee has
not met the applicable standard of conduct.  (b)           If the person,
persons or entity empowered or selected under Section 8 of this Agreement
to determine whether Indemnitee is entitled to indemnification shall not have
made a determination within sixty (60) days after receipt by the Company of the
request therefor, the requisite determination of entitlement to indemnification
shall be deemed to have been made and Indemnitee shall be entitled to such
indemnification, absent (i) a misstatement by Indemnitee of a material
fact, or an omission of a material fact necessary to make Indemnitees
statement not materially misleading, in connection with the request for
indemnification, or (ii) a prohibition of such indemnification under
applicable law; provided, however, that such 60-day period may be
extended for a reasonable time, not to exceed an additional thirty (30) days,
if the person, persons or entity making the determination with respect to
entitlement to indemnification in good faith, requires such additional time for
the obtaining or evaluating of documentation and/or information relating
thereto; and provided, further, that the foregoing provisions of this Section 9(b) shall
not apply (i) if the determination of entitlement to indemnification is to
be made by the stockholders pursuant to Section 8(b) of this
Agreement and if (A) within fifteen (15) days after receipt by the Company
of the request for such determination the Board of Directors has resolved to
submit such determination to the stockholders for their consideration at an
annual meeting thereof to be held within seventy-five (75) days after such
receipt and such determination is made thereat, or (B) a special meeting
of stockholders is called within fifteen (15) days after such receipt for the
purpose of making such determination, such meeting is held for such purpose
within sixty (60) days after having been so called and such determination is
made thereat, or (ii) if the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to Section 8(b) of
this Agreement.  (c)           The termination of
any Proceeding or of any claim, issue or matter therein, by judgment, order,
settlement or conviction, or upon a plea of nolocontendere or its equivalent, shall not
(except as otherwise expressly provided in this Agreement) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that
Indemnitee did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Company or, with
respect to any criminal Proceeding, that Indemnitee had reasonable cause to
believe that his conduct was unlawful.  5


(d)           Reliance as Safe
Harbor.  For purposes of any determination
of good faith, Indemnitee shall be deemed to have acted in good faith if
Indemnitees action is based on the records or books of account of the Company
or relevant enterprise, including financial statements, or on information
supplied to Indemnitee by the officers of the Company or relevant enterprise in
the course of their duties, or on the advice of legal counsel for the Company
or relevant enterprise or on information or records given in reports made to
the Company or relevant enterprise by an independent certified public
accountant or by an appraiser or other expert selected with reasonable care by
the Company or relevant enterprise.  The
provisions of this Section 9(d) shall not be deemed to be exclusive
or to limit in any way the other circumstances in which the Indemnitee may be
deemed to have met the applicable standard of conduct set forth in this
Agreement.  (e)           Actions of Others.  The knowledge and/or actions, or failure to
act, of any director, officer, agent or employee of the Company or relevant
enterprise shall not be imputed to Indemnitee for purposes of determining the
right to indemnification under this Agreement.  Section 10.  Remedies of
Indemnitee.  (a)           In the event that (i) a
determination is made pursuant to Section 8 of this Agreement that
Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement
of Expenses is not timely made pursuant to Section 7 of this Agreement, (iii) no
determination of entitlement to indemnification shall have been made pursuant
to Section 8(b) of this Agreement within 90 days after receipt by the
Company of the request for indemnification, (iv) payment of
indemnification is not made pursuant to Section 5 or 6 of this Agreement
within ten (10) days after receipt by the Company of a written request
therefor, or (v) payment of indemnification is not made within ten (10) days
after a determination has been made that Indemnitee is entitled to
indemnification, Indemnitee shall be entitled to an adjudication by the Court
of Chancery of the State of Delaware, or any other court of competent
jurisdiction, of his entitlement to such indemnification or advancement of
Expenses.  Alternatively, Indemnitee, at
his option, may seek an award in arbitration to be conducted by a single
arbitrator pursuant to the Commercial Arbitration Rules of the American
Arbitration Association.  (b)           In the event that a
determination shall have been made pursuant to Section 8(b) of this
Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding or arbitration commenced pursuant to this Section 10 shall be
conducted in all respects as a de  novo trial, or arbitration, on
the merits and Indemnitee shall not be prejudiced by reason of that adverse
determination.  If a Change of Control shall
have occurred, in any judicial proceeding or arbitration commenced pursuant to
this Section 10, the Company shall have the burden of proving that
Indemnitee is not entitled to indemnification or advancement of Expenses, as
the case may be.  (c)           If a determination
shall, have been made pursuant to Section 8(b) of this Agreement that
Indemnitee is entitled to indemnification, the Company shall be bound by such
determination in any judicial proceeding or arbitration commenced pursuant to
this Section 10, absent (i) a misstatement by Indemnitee of a
material fact, or an omission of a material fact necessary to make Indemnitees
statement not materially misleading in connection with the request for
indemnification, or (ii) a prohibition of such indemnification under
applicable law.  6


(d)           In the event that
Indemnitee, pursuant to this Section 10, seeks a judicial adjudication of
or an award in arbitration to enforce his rights under, or to recover damages
for breach of, this Agreement, Indemnitee shall be entitled to recover from the
Company, and shall be indemnified by the Company against, any and all expenses
(of the types described in the definition of Expenses in Section 17 of
this Agreement) actually and reasonably incurred by him in such judicial
adjudication or arbitration, but only if he prevails therein.  If it shall be determined in said judicial
adjudication or arbitration that Indemnitee is entitled to receive part but not
all of the indemnification or advancement of expenses sought, the expenses
incurred by Indemnitee in connection with such judicial adjudication or
arbitration shall be appropriately prorated. 
The Company shall indemnity Indemnitee against any and all Expenses and,
if requested by Indemnitee, shall (within ten (10) days after receipt by
the Company of a written request therefor) advance such expenses to Indemnitee,
which are incurred by Indemnitee in connection with any action brought by
Indemnitee for indemnification or advance of Expenses from the Company under
this Agreement or under any directors or officers liability insurance policies maintained by the
Company, regardless of whether Indemnitee ultimately is determined to be
entitled to such indemnification, advancement of Expenses or insurance
recovery, as the case may be.  (e)           The Company shall be
precluded from asserting in any judicial proceeding or arbitration commenced
pursuant to this Section 10 that the procedures and presumptions of this
Agreement are not valid, binding and enforceable and shall stipulate in any
such court or before any such arbitrator that the Company is bound by all the
provisions of this Agreement.  Section 11.  Non-Exclusivity;Survival of Rights; Insurance; Subrogation.  (a)           The rights of
indemnification and to receive advancement of Expenses as provided by this
Agreement shall not be deemed exclusive of any other rights to which Indemnitee
may at any time be entitled under applicable law, the Certificate of
Incorporation, the By-Laws, any agreement, a vote of stockholders or a
resolution of directors, or otherwise. 
No amendment, alteration or repeal of this Agreement or of any provision
hereof shall limit or restrict any right of Indemnitee under this Agreement in
respect of any action taken or omitted by such Indemnitee in his Corporate
Status prior to such amendment, alteration or repeal.  To the extent that a change in the General
Corporation Law of the State of Delaware, whether by statute or judicial
decision, permits greater indemnification or, advancement of Expenses than
would be afforded currently under the Companys By-Laws and this Agreement, it is the
intent of the parties hereto that Indemnitee shall enjoy by this Agreement the
greater benefits so afforded by such change. 
No right or remedy herein conferred is intended to be exclusive of any
other right or remedy, and every other right and remedy shall be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. 
The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any
other right or remedy.  (b)           To the extent that
the Company maintains an insurance policy or policies providing liability
insurance for directors, officers, employees or agents of the Company or of any
other corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise which such person serves at the request of the Company,
Indemnitee shall be covered by such  7


policy or
policies in accordance with its or their terms to the maximum extent of the
coverage available for any such director, officer, employee or agent under such
policy or policies.  (c)           In the event of any
payment under this Agreement, the Company shall be subrogated to the extent of
such payment to all of the rights of recovery of Indemnitee, who shall execute
all papers required and take all action necessary to secure such rights,
including execution of such documents as are necessary to enable the Company to
bring suit or enforce such rights.  (d)           The Company shall
not be liable under this Agreement to make any payment of amounts otherwise
indemnifiable hereunder if and to the extent that Indemnitee has otherwise
actually received such payment under any insurance policy, contract, agreement
or otherwise.  (e)           The Companys
obligation to indemnify or advance expenses hereunder to Indemnitee who is or
was serving at the request of the Company as a director, officer, employee or
agent of any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise shall be reduced by any amount Indemnitee has
actually received as indemnification or advancement of expenses from such other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise.  Section 12.  Duration of
Agreement.  (a)           This Agreement shall
continue until and terminate upon the later of: 
(a) 10 years after the date that Indemnitee shall have ceased to
serve as a director of the Company (or of any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise which
Indemnitee served at the request of the Company); or (b) the final
termination of any Proceeding then pending in respect of which Indemnitee is
granted rights of indemnification or advancement of expenses hereunder and of
any proceeding commenced by Indemnitee pursuant to Section 10 of this
Agreement relating thereto.  (b)           This Agreement shall
not be deemed an employment contract between the Company (or any of its
subsidiaries) and Indemnitee.  Indemnitee
specifically acknowledges that Indemnitees employment with the Company (or any
of its subsidiaries), if any, is at will, and the Indemnitee may be discharged
at any time for any reason, with or without cause, except as may be otherwise
provided in any written employment contract between Indemnitee and the Company
(or any of its subsidiaries), other applicable formal severance policies duly
adopted by the Board, or, with respect to service as a director or officer of
the Company, by the Companys Certificate of Incorporation, By-laws, and the
General Corporation Law of the State of Delaware.  The foregoing notwithstanding, this Agreement
shall continue in force as provided above after Indemnitee has ceased to serve
as a director of the Company.  (c)           This Agreement shall
be binding upon the Company and its successors and assigns and shall inure to
the benefit of Indemnitee and his heirs, executors and administrators.  Section 13.  Severability.  If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and  8


enforceability
of the remaining provisions of this Agreement (including without limitation,
each portion of any Section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall not in any way be affected or impaired
thereby; (b) such provision or provisions shall be deemed reformed to the
extent necessary to conform to applicable law and to give the maximum effect to
the intent of the parties hereto; and (c) to the fullest extent possible,
the provisions of this Agreement (including, without limitation, each portion
of any Section of this Agreement containing any such provision held to be
invalid, illegal or unenforceable, that is not itself invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifested
thereby.  Section 14.  Exception to
Right of Indemnification or Advancement of Expenses.  Except as provided in Section 6(a) of
this Agreement, Indemnitee shall not be entitled to indemnification or
advancement of Expenses under this Agreement with respect to any Proceeding
brought by Indemnitee (other than a Proceeding by Indemnitee to enforce his
rights under this Agreement), or any claim therein, unless the bringing of such
Proceeding or making of such claim shall have been approved by the Board of
Directors.  Section 15.  Identical
Counterparts.  This Agreement may be
executed in one or more counterparts, each of which shall for all purposes be
deemed to be an original but all of which together shall constitute one and the
same Agreement.  Only one such
counterpart signed by the party against whom enforceability is sought needs to
be produced to evidence the existence of this Agreement.  Section 16.  Headings.  The headings of the paragraphs of this
Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.  Section 17.  Definitions.  For purposes of this Agreement:  (a)           Change in Control
shall have the meaning set forth on Exhibit A.  (b)           Corporate Status
describes the status of a person who is or was a director, officer, employee,
fiduciary or agent of the Company or of any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise which such
person is or was serving at the request of the Company.  (c)           Disinterested
Director means a director of the company who is not and was not a party to the
Proceeding in respect of which indemnification is sought by Indemnitee.  (d)           Effective Date
means December 20, 2001.  (e)           Expenses shall
include all reasonable attorneys fees, retainers, court costs, transcript
costs, fees of experts, witness fees, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees,
and all other disbursements or expenses of the types customarily incurred in
connection with prosecuting, defending, preparing to prosecute or defend,
investigating, being or preparing to be a witness, in, or otherwise
participating in, a Proceeding.  9


(f)            Independent
Counsel means a law firm, or a member of a law firm, that is experienced in
matters of corporation law and neither presently is, nor in the past five years
has been, retained to represent: (i) the Company or Indemnitee in any
matter material to either such party, or (ii) any other party to the
Proceeding giving rise to a claim for indemnification hereunder.  Notwithstanding the foregoing, the term Independent
Counsel shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in
representing either the Company or Indemnitee in an action to determine
Indemnitees rights under this Agreement. 
The Company agrees to pay the reasonable fees of the Independent Counsel
referred to above and to fully indemnify such counsel against any and all
Expenses, claims, liabilities and damages arising out of or relating to this
Agreement or its engagement pursuant hereto.  (g)The
term judgments, penalties, fines and amounts paid in settlement shall be
broadly construed and shall include, without limitation, all direct and
indirect payments of any type or nature whatsoever (including, without
limitation, all penalties and amounts required to be forfeited or reimbursed to
the Company), as well as any penalties or excise taxes assessed on a person
with respect to an employee benefit plan.  (h)           The
term Proceeding shall be broadly construed and shall include, without limitation,
any threatened, pending or completed action, suit, arbitration, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or
any other actual, threatened or completed proceeding (including the
prosecution, defense, settlement, appeal and giving of testimony therein),
whether brought by or in the right of the Company or otherwise and whether
civil, criminal, administrative or investigative, in which Indemnitee was, is,
may be or will be involved as a party or otherwise, by reason of the fact that
Indemnitee is or was a director or officer of the Company, by reason of any
action taken by him or of any inaction on his part while acting as director or
officer of the Company, or by reason of the fact that he is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise; in each
case whether or not he is acting or serving in any such capacity at the time
any liability or expense is incurred for which indemnification or advancement
of expenses can be provided under this Agreement; except one (i) initiated
by an Indemnitee pursuant to Section 10 of this Agreement to enforce his
right under this Agreement or (ii) pending on or before the Effective
Date.  (i)            serving at the request of the Company shall
include, without limitation, any service as a director, officer, employee or
agent of the Company which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an employee benefit plan,
its participants or beneficiaries.  Section 18.  Enforcement.  (a)           The
Company expressly confirms and agrees that it has entered into this Agreement
and assumed the obligations imposed on it hereby in order to induce Indemnitee
to serve as a director and/or officer of the Company, and the Company
acknowledges that Indemnitee is relying upon this Agreement in serving as a
director and/or officer of the Company.  10


(b)           This
Agreement (including the documents expressly referred to herein) constitutes
the entire agreement between the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and understandings, oral,
written and implied, between the parties hereto with respect to the subject
matter hereof.  Section 19.  Modification and Waiver.  No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by both of the
parties hereto.  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 such waiver
constitute a continuing waiver.  Section 20.  Notice by Indemnitee.  Indemnitee agrees promptly to notify the
Company in writing upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any Proceeding
or matter which may be subject to indemnification or advancement of Expenses
covered hereunder.  The failure of
Indemnitee to so notify the Company shall not relieve the Company of any
obligation which it may have to the Indemnitee under this Agreement or
otherwise.  Section 21.  Notices.  All notices, requests, demands or other
communications hereunder shall be in writing and shall be deemed to have been
duly given if (i) delivered by hand and receipted for by the party to whom
said notice or other communication shall have been direct, or (ii) mailed
by certified or registered mail with postage prepaid, on the third business day
after the date on which it is so mailed:  (a)           If
to Indemnitee to:   (b)           If
to the Company to;  FiberTower
Corporation 185 Berry
Street, Suite 4800 San
Francisco, California
Attention: Chief Financial Officer  or to such other address as may have been
furnished to Indemnitee by the Company or to the Company by Indemnitee, as the
case may be.  Section 22.  Contribution.  To the fullest extent permissible under
applicable law, if the indemnification provided for in this Agreement is
unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of
indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for judgments, fines, penalties, excise taxes, amounts paid or to be
paid in settlement and/or for Expenses, in connection with any claim relating
to an indemnifiable event under this Agreement, in such proportion as is deemed
fair and reasonable in light of all of the circumstances of such Proceeding in
order to reflect (i) the relative benefits received by the Company and
Indemnitee as a result of the event(s) and/or transaction(s) giving  11


cause to such Proceeding; and/or (ii) the relative fault of the
Company (and its directors, officers, employees and agents) and Indemnitee in
connection with such event(s) and/or transaction(s).  Section 23.  Governing law; Submission to Jurisdiction;
Appointment of Agent for Service of Process.  This Agreement and the legal relations among
the parties shall be governed by, and construed and enforced in accordance
with, the laws of the State of Delaware, without regard to its conflict of laws
rules.  Except with respect to any
arbitration commenced by Indemnitee pursuant to Section 10(a) of this
Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree
that any action or proceeding arising out of or in connection with this
Agreement shall be brought only in the Chancery Court of the State of Delaware
(the Delaware Court), and not in any other state or federal court in the
United States of America or any court in any other country, (ii) consent
to submit to the exclusive jurisdiction of the Delaware Court for purposes of
any action or proceeding arising out of or in connection with this Agreement, (iii) appoint,
to the extent such party is not a resident of the State of Delaware,
irrevocably CT Corporation as its agent in the State of Delaware for acceptance
of legal process in connection with any such action or proceeding against such
party with the same legal force and validity as if served upon such party
personally within the State of Delaware, (iv) waive any objection to the
laying of venue of any such action or proceeding in the Delaware Court, and (v) waive,
and agree not to plead or to make, any claim that any such action or proceeding
brought in the Delaware Court has been brought in an improper or otherwise
inconvenient forum.  Section 24.  Miscellaneous.  Use of the masculine pronoun shall be deemed
to include usage of the feminine pronoun where appropriate.  IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.  FIBERTOWER CORPORATIONBy:Name:Title:   INDEMNITEE   By:  12


EXHIBIT
A  Change of Control.  For the purposes of this
Agreement, a Change of Control means:  i.The acquisition by any person, corporation,
partnership, limited liability company or other entity (a Person, which term
shall include a group within the meaning of section 13(d) of the
Securities Exchange Act of 1931 (the Exchange Act)) of ultimate beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
Act), directly or indirectly of 30% or more of either (i) the then
outstanding shares of common stock of the Company (the Outstanding Company
Common Stock) or (ii) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of
directors (the Outstanding Company Voting Securities); provided, however,
that for purposes of this subsection (a), the following acquisitions shall not
constitute a Change of Control: (i) any such acquisition directly from the
Company, except for acquisition of securities upon conversion of other
securities of the Company (ii) any such acquisition by the Company, (iii) any
such acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company or (iv) any
such acquisition by any corporation pursuant to a transaction which complies
with clauses (i), (ii) and (iii) of subsection (c) of this Exhibit A;
or  ii.Individuals who, as of the date hereof, constitute the
Board (the Incumbent Board) cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election, by the Companys shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or  iii.Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the Company in one or a series of transactions (a Business
Combination), in each case, unless, following such Business Combination, (i) all
or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, immediately following such Business Combination
more than 50% of, respectively, the outstanding shares of common stock and the
combined voting power of the then  A-1


outstanding
voting securities entitled to vote generally in the election of directors, as
the case may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Companys assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Company Common
Stock and outstanding Company Voting Securities, as the case may be, (ii) no
Person (excluding any corporation resulting from such Business Combination or
any employee benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) ultimately beneficially owns,
directly or indirectly, 30% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (iii) at least a majority of the
members of the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board, providing
for such Business Combination; or  iv.Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.  A-2