EXHIBIT 10.3

                             SUBSCRIPTION AGREEMENT

                  This Subscription Agreement is entered into effective as of
January 27, 2000, between Pinnacle Towers Inc., a Delaware corporation (the
"Purchaser") and Pinnacle Towers III Inc., a Florida corporation (the
"Company").

                  The Company has created and authorized the issuance of shares
of its Series A Convertible Preferred Stock, par value $0.001 per share ("Series
A Preferred Stock").

                  The Company has agreed to issue and sell to the Purchaser, and
the Purchaser has agreed to subscribe for and purchase, certain of the shares of
Series A Preferred Stock.

                  NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Purchaser agree as follows:

                  1. Subscription, Purchase and Sale. The Purchaser hereby
subscribes for and purchases, and the Company hereby issues and sells to the
Purchaser, 0.206501 shares of Series A Preferred Stock, for an aggregate
purchase price of $206,501.

                  2. Payment of Subscription Price. The Purchaser is paying the
aggregate purchase price for the 0.206501 shares of Series A Preferred Stock on
the date of this Subscription Agreement by wire transfer of immediately
available funds as directed by the Company.

                  3. Purchaser's Representations. The Purchaser represents and
warrants that it is acquiring the shares of series A Preferred Stock being
purchased by it hereunder solely for its own account, for investment purposes,
and that the Purchaser is an accredited investor, as that term is defined in the
rules and regulations promulgated under the Securities Act of 1933, as amended.

                  4. Company's Representations. The Company represents and
warrants to the Purchaser that (a) the Company is a corporation existing and in
good standing under the laws of the State of Florida, (b) the Company has the
legal power and capacity to enter into this Agreement and issue the 0.206501
shares of Series A

<PAGE>
Preferred Stock to be issued pursuant to this Agreement, and (c) when issued in
accordance with this Agreement, such 0.206501 shares of Series A Preferred Stock
will be duly authorized, validly issued, fully paid and nonassessable.

                  5. Miscellaneous. This Subscription Agreement may be executed
in two or more counterparts, no one of which need contain the signatures of both
parties hereto.

             *                *                 *                 *

<PAGE>
                  This Subscription Agreement is hereby executed and delivered
by the parties to be effective as of the date first written above.


                                              PINNACLE TOWERS INC.


                                              By:_______________________________
                                                 _______________________________


                                              PINNACLE TOWERS III INC.


                                              By:_______________________________
                                                 _______________________________