CONFIDENTIAL TREATMENT REQUESTED

     Confidential Portions of this Agreement Which Have Been Redacted Are Marked
With  ("[***]).  The  Omitted  Material  Has  Been  Filed  Separately  With  The
Securities and Exchange Commission.


                              MASTER SITE AGREEMENT

                                 BY AND BETWEEN

                                SBA TOWERS, INC.

                                       AND

                  BRIGHT PERSONAL COMMUNICATIONS SERVICES, LLC.





<PAGE>
                        CONFIDENTIAL TREATMENT REQUESTED

                              MASTER SITE AGREEMENT


     THIS MASTER SITE  AGREEMENT  (this "MSA") is made and entered into this 1st
day of October,  1999 (the "Date of this MSA"), by and between SBA TOWERS,  INC.
("SBA"); and BRIGHT PERSONAL COMMUNICATIONS SERVICES, LLC ("Bright PCS").

                                    RECITALS:

     WHEREAS,  SBA and Bright PCS have executed that certain Master Design Build
Agreement  ("BTS  Agreement")  contemporaneously  with the execution of this MSA
which provides for the design,  development and  construction of new tower sites
("BTS Sites"); and

     WHEREAS, this MSA shall govern the BTS Sites; and

     WHEREAS,  SBA and Bright PCS will enter into a Site Agreement ("SLA") which
will   establish  the  terms  for  use  of  BTS  Sites  in  form  and  substance
substantially  similar to Attachment "A" attached hereto and by reference made a
part hereof.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged,  the parties hereto,  intending to
be legally bound hereby, agree as follows:

     1. MSA. This MSA sets forth the general terms and conditions upon which all
Sites (as defined below) shall be leased to Bright PCS. SBA and Bright PCS shall
execute SLAs in the form attached  hereto as Attachment "A" for each BTS Site in
accordance with the provisions of paragraph  2.7(b) of the BTS Agreement as such
Sites are  identified  from time to time.  Each SLA shall  identify a particular
Site,  made  subject to this MSA.  In the event of a conflict  or  inconsistency
between the terms of this MSA and a SLA,  the terms of the SLA shall  govern and
control for that Site.

     2. SITE.

          (a) Subject to the following terms and  conditions,  SBA hereby grants
Bright PCS the right to install,  maintain  and operate  Bright  PCS's  wireless
communications  equipment  and  appurtenances  on space on a tower on a BTS Site
("Tower") which is adequate to allow the installation of the Equipment,  as that
term is  defined  in this  paragraph  2,  with  sufficient  separation  from the
equipment  owned  by SBA or any  equipment  which  is  owned  or  operated  by a
sublessee or licensee of SBA as may be necessary  to prevent  interference  with
the  Equipment as provided in paragraph 6 of this MSA ("Tower  Space")  together
with ground  space that will not exceed two hundred  fifty (250)  square feet on
each  BTS  Site  as  described  in  this  paragraph  2  ("Ground   Space")  with
non-exclusive   easements   for  access  and   utilities  to  the  Ground  Space


                                       1
<PAGE>

(collectively  the  "Easement").  Bright PCS shall have  exclusive  control  and
dominion of the Tower  Space and the Ground  Space  provided  that SBA and other
tenants  of the BTS Site  shall  have a  non-exclusive,  temporary  construction
easement over the Site, as that term is  hereinafter  defined,  as is reasonable
and necessary for the  maintenance,  repair and installation of equipment on the
Tower, but in no event may SBA or any other entity disturb or interfere with the
operations  conducted by Bright PCS of the Site in performing these  activities.
In no event shall SBA install or allow its  lessees,  sublessees,  licensees  or
other  entities  which are  granted  the right by SBA to occupy  the BTS Site to
install any  improvements  below, on or above the Ground Space. The Tower Space,
Ground Space,  Easements and Cable Path (as  hereinafter  defined) as to any BTS
Site may be collectively referred to herein as a "Site".

          (b) Subject to the terms and conditions of this MSA, SBA hereby agrees
to lease each of the Sites to Bright  PCS.  SBA  further  grants and  assigns to
Bright PCS the  non-exclusive  rights:  (i) to utilize  portions  of any utility
Easement for the installation and maintenance of utilities, cables, conduits and
pipes  for the  providing  of  necessary  utility  service  (including,  without
limitation, electrical and telecommunications service) to the Equipment; (ii) to
utilize the BTS Site  including any ingress and egress  easements for pedestrian
and  vehicular  access to and from the Site;  and (iii) to use a portion  of the
ground and space on the Tower to install  cabling and utilities  for  connecting
and linking the Tower Space with the Ground Space (the "Cable Path"). Bright PCS
shall be entitled to enter the Site on a twenty-four  (24) hour,  seven (7) days
per week basis during the SLA Term (as  hereinafter  defined).  Bright PCS shall
give SBA verbal  notice not less than  twenty  four hours  prior to a  scheduled
ascension  of a Tower by Bright PCS or its agents or  contractors.  In the event
that Bright PCS must ascend a Tower for exigent  circumstances  it shall provide
verbal notice of the ascension of the Tower within twenty fours (24) hours after
the tower was ascended.

          (c) Bright PCS shall have the  right,  without  paying any  additional
consideration to SBA, to install,  maintain,  operate, replace,  reconfigure and
upgrade  the  following  equipment  on each Site:  (i) one (1) six foot  (6'-0")
maximum  diameter  microwave  dish;  (ii) up to twelve (12) panel  antennas  and
associated tower top amplifiers and connection boxes,  jumper cabling and twelve
(12) - 1 5/8" coaxial  cables;  and (iii) a generator and a generator  fuel tank
provided  that Bright PCS shall obtain any  governmental  permits and  approvals
which are required for such  activities.  SBA  acknowledges  and agrees that the
microwave  dish  installed by Bright PCS on the Tower need not be located within
the Tower  Space,  provided  that,  in such event,  Bright PCS shall  locate the
microwave dish on the Tower so as not to adversely  affect the  installation  of
another carrier's equipment on the Tower and to avoid overloading the Tower when
considering  the  loads  in  existence  as of the  date of  installation  of the
microwave dish.

          (d) Bright PCS shall have the  right,  without  paving any  additional
consideration to SBA, to install,  maintain,  operate, replace,  reconfigure and
upgrade on each Site any  Equipment  which may be located  within  Ground  Space
which will not exceed two hundred  fifty (250)  square  feet.  In  addition,  if
necessary to handle  maximum  traffic  capacity,  Bright PCS shall also have the
right, without paying any additional consideration to SBA, to install, maintain,
operate,  replace,  reconfigure and upgrade on each Site  additional  electronic
equipment and related cabinetry within the Ground Space.



                                       2
<PAGE>

          (e)  The  equipment  and  items  specified  in  paragraph  2(c)  shall
hereafter  be referred to as the  "Equipment."  In no event shall  Bright PCS be
required to share the  Equipment  with SBA or any other  occupant of a Site as a
common  facility.  Bright PCS shall  maintain at its expense  the  Equipment  in
accordance with applicable laws, codes, ordinances and regulations.

          (f)  Bright  PCS may from time to time  during  the SLA Term  replace,
substitute  or modify any of the  Equipment.  Bright PCS must  submit  plans and
specifications  of the  replacement,  modification,  substitution  or additional
equipment.  SBA shall have the right to cause an intermodulation study, but only
if the  Equipment  is  operating  at a New  Spectrum  as that term is defined in
paragraph  6(a).  SBA shall have the right to cause a structural  analysis to be
performed  using such plans and  specifications,  at Bright  PCS's sole cost and
expense  but only in the event there  exists a  reasonable  likelihood  that the
windloading  or  structural  capacity  of the load  created by the  replacement,
modification,  substitution or additional equipment exceeds the loads created by
a full array of the Equipment.  The plans and specifications  will be subject to
SBA's  approval,  such  approval  not to be  unreasonably  withheld,  delayed or
conditioned.  The costs of any such intermodulation study or structural analysis
shall not exceed the market rates for said services. It will be unreasonable for
SBA to reject such plans and  specifications  if the equipment  described in the
plans (i) does not  increase  the wind load or  structural  burden upon the Site
above that which  would be created by a full array of the  Equipment,  (ii) does
not  increase the leased  Tower or ground  space,  and (iii) does not create any
technical or radio frequency interference which interferes with the equipment or
network of other users who are then located upon the Site.

          (g) SBA shall not enter  into any  lease,  sublease,  license or other
occupancy agreement (or any amendment or modification thereof) affecting the BTS
Site or the Tower or permit the  installation  of any equipment  that would have
the effect of (i) restricting or impairing Bright PCS's right to install and use
at any time during the SLA Term the full amount of the Equipment; (ii) violating
any federal,  state or local law,  regulation or ordinances;  or (iii) impairing
Bright PCS's access to the  Equipment.  In connection  with the  foregoing,  SBA
shall  require any  structural  report or analysis  obtained by SBA or any other
proposed  sublessee,  licensee  or other  occupant  of the Tower to  assume  and
incorporate  the  utilization of the full amount of the Equipment  regardless of
whether the full amount of the  Equipment  has been  installed as of the date of
the report or analysis.  In the event of a violation of this Paragraph 2(g) that
is not cured within  thirty (30) days after SBA's  receipt of written  notice of
such violation, Bright PCS may (without being obligated to do so and in addition
to,  and not in lieu of,  any other  remedy  available  to Bright PCS on account
thereof) seek the  enforcement of this Paragraph 2(g) against SBA and any entity
participating in such violation, including the seeking of equitable relief.

          (h) The Equipment  shall remain the  exclusive  property of Bright PCS
and  Bright  PCS  shall  have the  right to  remove  all or any  portion  of the
Equipment at any time during the SLA Term. Bright PCS shall remove the Equipment
from the Site  within  thirty  (30) days  after the  expiration  or any  earlier
termination of any SLA subject to any rights that SBA may have in and to certain


                                       3
<PAGE>
                                        [***] - CONFIDENTIAL TREATMENT REQUESTED

alterations  and  improvements  to the Site as set forth in this MSA. Bright PCS
shall  repair any damage  caused by such  removal.  In the event that Bright PCS
does not remove its Equipment from a Site on or before the expiration or earlier
termination of the applicable SLA, then Bright PCS shall pay as hold-over rental
for the period after the date of the  termination  or earlier  expiration of the
SLA a sum which is  equivalent  to [***] of the rental  rate which was  accruing
immediately  prior to the  expiration or termination of the applicable SLA which
amount shall be prorated through the date that the Equipment is removed from the
Site.

          (i) Bright PCS and its employees,  agents, consultants and contractors
shall be entitled to enter upon the BTS Site for purposes of accessing  the Site
subject to the notice requirements of paragraph 2(b) of this MSA. SBA shall have
the right to  approve  those  contractors  engaged  by Bright  PCS  before  said
contractors  enter a Site  provided  that the approval of any  contractor by SBA
shall not be  conditioned or  unreasonably  withheld or delayed by SBA and, once
such an approval has been given,  shall apply to all Sites which are governed by
this MSA.

     3. TERM.

          (a) MSA  Term.  The MSA term  shall  begin on the date of this MSA and
shall continue until the expiration or earlier termination of the last SLA which
remains subject to the terms of this MSA (the "MSA Term").

          (b) SLA Term and Renewal.  Subject to Paragraphs  3(c) and (d) of this
MSA,  the Initial SLA Term for BTS Sites shall be [***],  which term shall begin
on the earlier of the date which is (i) [***]  after the date that SBA  notifies
Bright PCS that the Tower is suitable for the  installation  of the Equipment or
(ii) the date at which Bright PCS commences the  installation  of the Equipment.
The date upon which each SLA  commences  may  hereinafter  be referred to as the
"SLA  Commencement  Date".  The  Initial  SLA  Term,  together  with any and all
renewals and extensions thereof, shall be defined as the "SLA Term".

          (c) Subject to Paragraph  3(d) hereof,  without regard to whether such
rights are or are not set forth in each SLA and further provided that Bright PCS
is not in default in the  payment of Rent beyond any  applicable  cure period at
the date of the  commencement  of the  Renewal  Term (as  hereinafter  defined),
Bright PCS shall have the right,  but not the obligation,  to extend any SLA for
[***] additional,  consecutive [***] year terms (each, a "Renewal Term"). Bright
PCS's  sublease of the Site during each  Renewal Term shall be on the same terms
and  conditions as set forth herein except with respect to rent and insurance as
otherwise set forth herein.  This MSA and each SLA shall automatically renew for
each successive Renewal Term unless Bright PCS notifies SBA in writing of Bright
PCS's  intention not to renew any such SLA at least sixty (60) days prior to the
expiration of the Initial SLA Term or the Renewal Term then in effect.

          (d) SBA hereby  covenants  and agrees that,  so long as Bright PCS has
not exercised its option to refrain from renewing an SLA, SBA shall exercise any
right to renew the  ground  lease  (or  refrain  from  effecting  a  non-renewal
thereof,  as the case may be) applicable to such Site ("Ground Lease") and shall


                                       4
<PAGE>

                                        [***] - CONFIDENTIAL TREATMENT REQUESTED

not exercise any right of  termination of such Ground Lease (except as otherwise
provided  under this MSA) so that such Ground Lease shall continue in full force
and effect  during the Initial Term and all Renewal Terms  available  under such
SLA. Without in any way modifying SBA's obligation to renew each Ground Lease as
described  above,  the SLA Term of any SLA  shall  not  extend  beyond  the term
(including  any renewals  thereof) of the Ground Lease  applicable  to such Site
and,  simultaneously  with the  expiration or earlier  termination of the Ground
Lease in accordance  with its terms,  the applicable  SLA shall also  terminate;
provided, however, that the foregoing shall not be deemed or construed to modify
or limit any of Bright  PCS's  rights of  nondisturbance  or of cure  under such
Ground  Lease or under any other  agreement  with the lessor  under such  Ground
Lease ("Ground  Lessor").  In the event that SBA and the Ground Lessor hereafter
enter into any further  extensions  or renewals of the Ground  Lease,  SBA shall
provide  written  notice  thereof to Bright PCS within  thirty  (30) days of the
execution thereof.

     4. RENT.

          (a)  Sites; Initial Term and Renewal Term.

               (i) During the Initial SLA Term, Bright PCS shall pay annual rent
for each SLA at such place as SBA may specify in writing to Bright PCS from time
to time the sum of [***] in equal  monthly  installments  in the amount of [***]
per month, in advance ("Rent"). The first monthly payment for each Site shall be
due on the SLA  Commencement  Date for such  Site.  Rent for any  partial  month
during the SLA Term or any renewal or  extension  thereof  shall be prorated and
payable  according to the actual number of days in the calendar  month for which
such determination of Rent is to be made.

               (ii)  Rent  Escalation.  On the  third  anniversary  of  the  SLA
Commencement Date for each BTS Site, and on each anniversary of the Commencement
Date for said Sites thereafter throughout the Initial Term and any Renewal Term,
[***].
          (b)  Bright PCS shall  have the right to use a direct  deposit  system
with  regard to Rent  payments.  SBA  agrees to  cooperate  with  Bright  PCS in
providing  requisite  information  to Bright PCS for such  direct  deposit.  The
implementation of the direct deposit process shall be at Bright PCS's expense.

     5. PERMITTED USE.  Bright PCS may use each Site for: (1) the  transmission,
relay and receipt of communication  signals utilizing any lawful frequencies via
the  Equipment,  (ii)  the  construction,   alteration,   maintenance,   repair,
replacement  and  relocation of the  Equipment in accordance  with the terms and
provisions  of this MSA and  (iii)  any  other  incidental  lawful  purposes  in
accordance with the terms and conditions hereof.



                                       5
<PAGE>

     6. INTERFERENCE.

          (a) Bright  PCS's use of each Site as  permitted  in  accordance  with
Paragraph 5 for the installation  and operation of the Equipment  (including any
microwave  dishes  installed  and  operated by Bright PCS  pursuant to Paragraph
2(c)) shall  constitute  the "Senior Use" on the BTS Site.  The Senior Use shall
further include any use or uses by substitute,  modified or replacement antennas
that are  installed  within the Tower Space on account of damage,  disrepair  or
obsolescence of any of the antennas  described above or failure of such antennas
to yield optimum performance,  even if such substitute,  modified or replacement
antennas are of a different model or manufacturer.  Bright PCS's use of the Site
for the Senior Use shall be deemed for all purposes the  senior-in-priority  use
of the  BTS  Site.  It is  understood  that  should  the  Equipment  operate  at
frequencies  different  from the  frequencies  than those  which  Bright PCS has
authority  to  utilize  ("New  Spectrum")  as of the Date of this MSA the use of
those  frequencies  shall  not be a  Senior  Use for the  purpose  of  resolving
interference  with the then  existing  uses at that  Site.  Notwithstanding  the
foregoing,  if Bright PCS shall begin the operation of frequencies pursuant to a
New Spectrum,  the use of the New Spectrum shall thereafter  constitute a Senior
Use  relative  to any use of the BTS  Site  which  commences  after  the date of
commencement of use of the New Spectrum.  If the equipment which is operating at
the New Spectrum causes interference with the then existing equipment at the BTS
Site and such  interference  cannot be eliminated  within five (5) business days
after receipt by Bright PCS of notice from SBA of the existence of interference,
Bright PCS shall cease the operation of the Equipment  which is operating at the
New Spectrum and is causing interference (except for intermittent  operation for
the purpose of testing,  after  performing  maintenance,  repair,  modification,
replacement,   or  other  action  taken  for  the  purpose  of  correcting  such
interference) until such interference is corrected.

          (b) In the event that, as to any Site leased to Bright PCS pursuant to
an SLA, SBA enters into any lease,  sublease or license  agreement in the future
with any third party for other  portions of the BTS Site or the Tower,  then SBA
agrees to require  such lessee,  sublessee  or licensee to install  equipment of
types and operating at radio  frequencies  that will not cause  interference  to
Bright PCS's communications operations being conducted from the Site. SBA agrees
that in the event such lessee,  sublessee or licensee causes  interference  with
the  Equipment,  SBA will require  such  sublessee or licensee to take all steps
necessary  to correct  and  eliminate  the  interference.  SBA will  notify such
lessee, sublessee or licensee of such interference within 24-hours of receipt of
such notice from Bright PCS. If such  interference  cannot be eliminated  within
five (5)  business  days after  receipt by such  sublessee or licensee of notice
from  SBA of the  existence  of  interference,  SBA  shall  cause  such  lessee,
sublessee  or  licensee  to  disconnect  the  electric  power and shut down such
lessee's, sublessee's or licensee's equipment (except for intermittent operation
for the purpose of testing, after performing maintenance,  repair, modification,
replacement,   or  other  action  taken  for  the  purpose  of  correcting  such
interference) until such interference is corrected.  If such interference is not
completely  rectified to the  satisfaction  of Bright PCS within sixty (60) days
after receipt by such lessee, sublessee or licensee of such notice from SBA, SBA
shall  cause such  lessee,  sublessee  or licensee  to remove its  antennas  and
equipment from the BTS Site and the Tower.



                                       6
<PAGE>

     7. UTILITIES.

          (a) Use by Bright PCS.  Bright PCS shall pay the cost of all  electric
power,  telephone and other utility service  consumed by Bright PCS in operating
the Equipment and shall make payment therefor when due directly to the providing
utility or service  company before any lien,  fine,  penalty,  interest or other
charge may attach on account of nonpayment.

          (b) Use by SBA and  Others.  Except  for the cost of  electric  power,
telephone  and other  utility  service  consumed by Bright PCS in operating  the
Equipment,  SBA  shall  pay or cause to be paid  the cost of all  utilities  and
services  utilized on the BTS Site directly to the providing  utility or service
company before any lien, fine,  penalty,  interest or other charge may attach on
account  of  nonpayment.  SBA shall  not nor  shall it allow any third  party to
sub-meter  electricity  at any Site from  Bright  PCS.  SBA and any third  party
granted a right to use the BTS Site or a portion  thereof in accordance with the
terms of this MSA may connect to the utility  improvements  which serve the Site
provided that said utilities  shall (i) be separately  metered from Bright PCS's
utilities, (ii) not cause an undue loading on the electrical service when taking
into  consideration  the electrical load created by the Equipment which has been
or may be  installed  at the Site by Bright  PCS and (iii) be  installed  on the
secondary side of the utility  transformer which provides  electrical service to
the Site.

     8. GROUND LEASE DEFAULT; BRIGHT PCS'S RIGHT TO CURE. Upon the occurrence of
a Monetary  or  Non-Monetary,  Ground  Lease  Default,  as  hereinafter  defined
(collectively,  "Ground Lease  Defaults")  and without  limiting or  restricting
Bright PCS's rights or remedies under Paragraphs 9, 10 and 11 hereof, Bright PCS
shall be authorized  to exercise the remedies set forth below in this  Paragraph
8:

          (a) In the case of a default in the payment of rent due under a Ground
Lease or a default in any other obligation  imposed upon SBA as lessee under the
Ground  Lease the cure of which can be reduced to the payment of a monetary  sum
(a "Monetary  Ground Lease  Default"),  Bright PCS may, within or outside of any
cure period  provided  therefor  in the Ground  Lease or  otherwise  afforded to
Bright PCS by an agreement with the Ground Lessor,  pay to the ground lessor any
amount  required  under the Ground Lease to cure such default so that the Ground
Lease shall remain in full force and effect, including,  without limitation, any
interest,  late charge or other assessment  charged or assessed by Ground Lessor
with respect  thereto.  Bright PCS shall  provide to SBA written  notice of such
action at or before  the time of making  the  foregoing  payment  to the  Ground
Lessor.  SBA shall  have a period of ten (10) days from the date of  receipt  of
said notice from Bright PCS to cure said default  before Bright PCS may affect a
cure  pursuant  and demand an offset  against Rent  pursuant to this  paragraph.
Following any such payment by Bright PCS to Ground  Lessor,  Bright PCS shall be
entitled to withhold the full amount thereof, plus an additional  administrative
charge of five percent (5%) of the amount paid,  from  installments of Rent next
owing under any such SLA until such amount and charge have been fully  credited.
In connection therewith, the parties hereby acknowledge that such administrative
charges  are  intended  to  compensate  Bright  PCS for its  administrative  and
additional  overhead  costs,  fees  and  expenses  reasonably   anticipated  and
estimated  to be incurred  on account of such action and are not  intended to be
imposed as a penalty.



                                       7
<PAGE>

          (b) In the case of a  default  under a Ground  Lease the cure of which
cannot be reduced to the payment of a monetary sum  ("Non-Monetary  Ground Lease
Default"),  Bright  PCS may,  upon  written  notice to SBA  (except  in cases of
emergency  whereby  Bright PCS shall provide such notice as promptly as possible
after the fact),  commence and prosecute any and all action or actions necessary
to cure such default as may be  available to SBA under the terms and  conditions
of such Ground Lease.  SBA shall have a period of ten (10) days from the date of
receipt of said notice from Bright PCS to cure said  default  before  Bright PCS
may affect a cure  pursuant and demand an offset  against Rent  pursuant to this
paragraph.  In the event of any such curative  action by Bright PCS described in
this Paragraph 8(b), Bright PCS shall be entitled to withhold the full amount of
all costs and expenses  incurred by Bright PCS in completing  such cure, plus an
additional  administrative  charge of five  percent  (5%) of such  amount,  from
installments of Rent next owing under this MSA until such amount and charge have
been fully credited.

          (c) In the  event  that  Bright  PCS  effects  a cure of a breach of a
Ground Lease by SBA as provided herein, Bright PCS may, at its election, require
SBA to assign the Ground Lease to Bright PCS and effect an Acquisition  pursuant
to the terms of paragraph 9 hereof.

     9. OTHER DEFAULTS BY SBA; ADDITIONAL BRIGHT PCS REMEDIES.

          (a) The following shall constitute  events of default under any SLA by
SBA:

               (i) Breach of any representation,  warranty or covenant set forth
in this MSA including the applicable SLA (with the exception of the interference
provisions  set forth in Paragraph 6) which is not cured within thirty (30) days
of receipt of written  notice,  or such shorter time as may be specified by this
MSA or the applicable Ground Lease,  except such cure period will be extended as
reasonably necessary to permit SBA to complete the cure so long as SBA commences
the cure within such thirty (30) day period,  or other  applicable  period,  and
thereafter continuously and diligently pursues and completes such cure;

               (ii) If any  petition  is  filed by or  against  SBA,  under  any
paragraph  or chapter of the present or any future  federal  Bankruptcy  Code or
under any similar law or statute of the United  States or any state thereof (and
with respect to any petition  filed  against SBA, such petition is not dismissed
within ninety (90) days after the filing thereof),  or SBA is adjudged  bankrupt
in proceedings filed under any paragraph or chapter of the present or any future
Bankruptcy Code or under any similar law, or statute of the United States or any
state thereof.

               (iii) If a receiver, custodian or trustee is appointed for SBA or
for  substantially  all of the assets of SBA and such appointment is not vacated
within sixty (60) days of the date of appointment; or

               (iv) If SBA makes a transfer in fraud of creditors.



                                       8
<PAGE>

          (b) Upon the  occurrence  of any  default by SBA under this MSA or any
Ground Lease  Default,  Bright PCS shall be entitled to exercise any one or more
of the  following  rights or remedies in  accordance  with,  and subject to, the
terms, provisions and conditions of this MSA:

               (i) in the case of a default  of this MSA  resulting  from  SBA's
failure to renew the Ground Lease as required under Paragraph 3(d) hereof Bright
PCS shall have the right to take all necessary and appropriate steps to effect a
renewal thereof;

               (ii) in the event of a breach  or an  alleged  default  under the
Ground Lease by SBA which is not cured
within  five (5) days prior to the date that period to cure  defaults  under the
Ground  Lease  expires  or if SBA shall fail to  properly  effect a renewal of a
Ground Lease,  then Bright PCS may upon written notice to SBA,  acquire from SBA
all of SBA's  rights,  title,  benefits,  interests  and  obligations  under the
applicable  Ground  Lease  (hereinafter  referred  to  as an  "Acquisition")  in
accordance with the provisions of Paragraphs 9(c) and 9(d) hereof,  whereupon at
the completion of the Closing (as hereinafter  defined) of such  Acquisition the
applicable SLA shall terminate;

               (iii) upon written notice to SBA, terminate the applicable SLA(s)
without exercising its right of Acquisition,  whereupon Bright PCS shall have no
further liability to SBA hereunder with regard to any such SLA(s); and

               (iv) with or without  terminating  the applicable SLA, pursue any
and all other remedies available hereunder or under applicable law or in equity.

          (c) In the event that Bright PCS elects to exercise its right to cause
an Acquisition, the improvements on the Site which were constructed and owned by
SBA ("SBA Improvements"), including, without limitation, the Tower, any concrete
foundations,  and any utilities structures or other improvements owned by SBA on
the BTS Site shall be  bargained,  sold and conveyed to Bright PCS at a purchase
price equal to the fair market  value of such  improvements  after  disassembly,
less any  dismantling  and  moving  expenses  and less the amount of any debt or
obligation  encumbering or secured by such SBA  Improvements.  Nothing contained
herein shall be deemed to grant SBA the right to encumber  the SBA  Improvements
except as otherwise provided in this MSA.

          (d) The closing of the Acquisition  (the "Closing") shall occur within
thirty (30) days after SBA's  receipt of Bright PCS's notice of exercise of such
right.  During the aforementioned  period prior to Closing,  Bright PCS shall be
entitled (but shall not be obligated) to take all measures necessary to maintain
each Ground Lease in full force and effect,  including  the exercise of the cure
remedies  described above in Paragraph 8 hereof,  provided,  however,  that such
right shall not relieve SBA of its primary  responsibilities  in respect of each
Ground  Lease.  SBA agrees to deliver to Bright PCS  originals  or copies of any
other  existing  leases,  subleases and licenses  affecting the BTS Site. At the
Closing,  (i)  Bright  PCS  shall  pay to SBA  the  purchase  price  for the SBA
Improvements to be conveyed to Bright PCS under this Paragraph 9; (ii) SBA shall


                                       9
<PAGE>

execute  and deliver to Bright PCS a bill of sale  without  recourse to such SBA
Improvements;  (iii) SBA and Bright PCS shall  execute and deliver an assignment
and  assumption  without  recourse of each Ground Lease and of existing  leases,
subleases and licenses  consistent  with the terms and  conditions  hereof and a
termination  agreement providing for the termination of the applicable SLA as of
the date of the Closing; and (iv) any and all other deeds, instruments and other
writings as may be  reasonably  required  by Bright PCS or its title  insurer to
effect the Acquisition or procure title insurance to the BTS Site.

          (e) SBA shall  indemnify and hold Bright PCS harmless from and against
any  claims,  actions,   injuries,   losses  or  damages  (including  reasonable
attorneys'  fees and court costs)  suffered or incurred by Bright PCS on account
of SBA's actions or omissions  under or with respect to the Ground Lease and any
assigned  subleases  and  licenses  with any third party  prior to the  Closing.
Bright PCS shall  indemnify  and hold SBA harmless  from and against any claims,
actions,  injuries,  losses or damages (including reasonable attorneys' fees and
court costs)  suffered or incurred by SBA on account of Bright PCS's  actions or
omissions  under or with respect to the Ground Lease and the assigned  subleases
and licenses with any third party after the Closing. The respective  obligations
of SBA and Bright PCS under this  Paragraph  9(e) shall  survive the Closing and
the termination of the applicable SLA.

          (f) In no event shall an event of default under one SLA  constitute an
event of default  under any other SLA or  entitle  Bright  PCS to  exercise  any
remedies in relation to any Site other than the Site which is the subject of the
event of  default;  provided,  however,  that  Bright PCS shall be  entitled  to
exercise any setoff  rights it may possess  against SBA,  whether  arising under
this MSA or by operation of law, against any SLA.

     10.  BRIGHT  PCS'S  DEFAULT.  The  occurrence  of any  one or  more  of the
following events constitutes an "event of default" by Bright PCS under any SLA:

          (a) If Bright PCS fails to pay Rent  within  ten days of Bright  PCS's
receipt of written request for payment;

          (b) Breach of any  representation,  warranty or covenant  set forth in
this MSA including any SLA, with the exception of the  non-payment of any fee or
other sums by Bright PCS,  which is not cured within thirty (30) days of receipt
of written  notice or such shorter time as may be specified by this MSA,  except
such thirty (30) day cure period  will be extended as  reasonably  necessary  to
permit  Bright PCS to complete the cure so long as Bright PCS commences the cure
within such thirty (30) day period and  thereafter  continuously  and diligently
pursues and completes such cure;

          (c) If any  petition  is filed by or  against  Bright  PCS,  under any
paragraph  or chapter of the present or any future  federal  Bankruptcy  Code or
under any similar law or statute of the United  States or any state thereof (and
with respect to any petition  filed  against  Bright PCS,  such  petition is not
dismissed  within ninety (90) days after the filing  thereof),  or Bright PCS is
adjudged  bankrupt in  proceedings  filed under any  paragraph or chapter of the
present or any future Bankruptcy Code or under any similar law or statute of the
United States or any state thereof,



                                       10
<PAGE>

          (d) If a receiver, custodian or trustee is appointed for Bright PCS or
for any of the assets of Bright PCS and such  appointment  is not vacated within
sixty (60) days of the date of appointment; or

          (e) If Bright PCS makes a transfer in fraud of creditors.

     11.  SBA'S  REMEDIES.  If an event of  default by Bright  PCS  occurs,  SBA
(without notice or demand except as expressly  required above) may terminate the
applicable SLA. Bright PCS will become liable for damages equal to the total of:

          (a) The actual,  reasonable  costs of recovering  the Site which is in
default, including reasonable attorneys' fees;

          (b) The Rents accrued and payable as of the date of termination,  plus
interest thereon from the date due until paid; and

          (c) the Rent  reserved for the remainder of the then existing SLA Term
as such Rents would ordinarily become due and payable.

          (d) If Bright  PCS does not cure an actual  default  within the period
available to cure a default,  SBA may cure the default and demand  reimbursement
from Bright PCS of those reasonable  expenditures made by Bright PCS to cure any
such default. Following any such payment by SBA, SBA shall be entitled to demand
reimbursement  from Bright PCS of the full amount  thereof,  plus an  additional
administrative  charge of five percent (5%) of the amount  paid.  In  connection
therewith,  the parties hereby acknowledge that such administrative  charges are
intended to compensate SBA for its administrative and additional overhead costs,
fees and expenses reasonably anticipated and estimated to be incurred on account
of such action and are not intended to be imposed as a penalty.

     In no event shall SBA be entitled to accelerate Rents due under any SLA. In
no event shall an event of default under one SLA  constitute an event of default
under any other SLA or entitle SBA to exercise  any  remedies in relation to any
Site other than the Site which is the subject of the event of default  provided,
however, that SBA shall be entitled to exercise any setoff rights it may possess
against  Bright PCS,  whether  arising  under this MSA or by  operation  of law,
against any SLA.

     12.  TERMINATION  RIGHTS OF BRIGHT PCS. In addition to, and not in lieu of,
any other rights of termination set forth herein,  Bright PCS may on one or more
occasions terminate any SLA without any penalty or further liability as follows:

          (a) during any Renewal  Term upon not less than sixty (60) days' prior
written  notice  to  SBA  if,  notwithstanding  the  exercise  of  Bright  PCS's
reasonable,  diligent and good faith efforts,  Bright PCS is unable to obtain or
maintain the FCC license or other  governmental  approval or permit  required to
continue to utilize the Site in the manner then currently utilized;



                                       11
<PAGE>

          (b) upon not less than thirty (30) days' prior  written  notice to SBA
if, through no fault of Bright PCS, SBA may no longer  lawfully  operate the SBA
Improvements  as a wireless  communications  facility or may no longer  lawfully
maintain the Tower on the BTS Site;

          (c) upon not less than thirty (30) days' prior  written  notice to SBA
if Bright PCS determines,  in its reasonable discretion exercised in good faith,
that the BTS Site has  experienced  or  suffered,  or hereafter  experiences  or
suffers,  an environmental  contamination or other hazardous  substance  release
through  no fault of  Bright  PCS that  was not  disclosed  in an  environmental
assessment provided to Bright PCS prior to the execution of the SLA;

          (d) upon not less than six (6) months' prior written notice to SBA for
no reason or any reason at all after the expiration of the Initial Term.

     In the event that Bright PCS  terminates  the SLA for any Site  pursuant to
this  Paragraph 12,  Bright PCS shall,  upon such  termination,  effect a timely
removal  of its  Equipment  and  transfer  to SBA all of its  right,  title  and
interest, without representation or warranty, to any concrete foundations, tower
mounting platforms, power poles, utility service entrance equipment, cabling and
conduit remaining at such Site.

     13. ADDITIONAL WARRANTIES AND COVENANTS.  So long as this MSA is in effect,
SBA hereby further covenants, warrants and agrees as follows:

          (a) SBA shall not exercise any right of  termination  available to SBA
as the tenant  under any Ground Lease except in a Renewal Term and may only then
exercise a right to terminate  the Ground Lease if SBA  exercises  such right to
protect safety or property or SBA reasonably  believes that continued leasing of
the Site will  cause or has  caused SBA to incur  liability  exceeding  the fair
market value of the Site. SBA may not exercise this termination right unless SBA
gives Bright PCS at least 30 days notice.  This notice shall give Bright PCS the
right to cause an  Acquisition  of the Site as described in Paragraphs  9(c) and
(d) of this  MSA.  Bright  PCS must  accept  the offer  within  ten (10) days of
receipt of the  notice.  If SBA fails to receive a response  within the ten (10)
day period,  Bright PCS will be deemed to have rejected the offer,  and SBA will
have the right to terminate the Ground  Lease.  If Bright PCS accepts the offer,
an Acquisition  will occur as described in Paragraphs  9(c) and (d) of this MSA.
Without limiting the generality of the foregoing, in the event of any bankruptcy
filing or other  insolvency  proceeding  by or  against  SBA in which the Ground
Lease is rejected,  or sought to be rejected,  by SBA or SBA's  trustee or other
representative of SBA's bankruptcy  estate,  SBA shall invoke any and all rights
under 11 U.S.C. ss. 365(h) or any other  applicable  provision (or any successor
provision)  to continue  SBA's  occupancy of the BTS Site so as to permit Bright
PCS's continued occupancy and use of the Site as authorized herein;

          (b) SBA shall duly and punctually perform each and every obligation of
the  "Lessee"  under (and as defined in) the Ground Lease and shall not cause or
permit  the  occurrence  of any  event of  default  on the part of the  "Lessee"
thereunder;



                                       12
<PAGE>

          (c) SBA shall not surrender, or offer to surrender,  any BTS Site to a
Ground Lessor;

          (d) SBA shall not enter  into any  amendment  of a Ground  Lease  that
would adversely  affect any right or remedy of Bright PCS hereunder or under the
applicable SLA;

          (e) In the event of Ground  Lessor's  failure  to observe or perform a
warranty or covenant of such Ground  Lessor  under the  applicable  Ground Lease
which has an adverse  affect upon Bright  PCS's  permitted  use or Bright  PCS's
governmental  permits,  SBA shall use diligent and good faith  efforts to compel
Ground Lessor's observance or performance of such warranty or covenant;

          (f) As promptly  as possible  upon SBA's  receipt  thereof,  SBA shall
provide to Bright PCS a copy of any  notice of default  received  by SBA under a
Ground Lease; any notice of a bankruptcy,  receivership or other insolvency case
or  proceeding  affecting  a  Ground  Lessor  or a BTS  Site;  and  any  notice,
complaint,  order or decree  affecting,  or seeking  to affect,  the status of a
Tower or the operation of a BTS Site as a wireless  communications  facility. In
the event that SBA  provides to a Ground  Lessor any notice of a default by such
Ground Lessor under the Ground Lease, SBA shall simultaneously provide a copy of
such notice to Bright  PCS.  SBA will not  terminate a Ground  Lease due to such
default by a Ground  Lessor  except  during a Renewal  Term and only then if SBA
first  offers to assign such Ground  Lease to Bright PCS, in which event  Bright
PCS shall have the right to take an  assignment of the Ground Lease and to cause
an  Acquisition.  Bright PCS shall provide notice to SBA of the intent of Bright
PCS to accept an  assignment  of a Ground Lease within ten (10) days of the date
that  Bright PCS  receives a notice of such an event  from SBA.  The  failure of
Bright  PCS to tender  said  notice to SBA within ten (10) days of the date that
Bright PCS receives a notice of such an event from SBA shall constitute a waiver
of Bright PCS's right to accept an assignment of the Ground Lease;

          (g) SBA shall not  authorize,  permit or allow any third  party to use
any portion of a BTS Site in violation of applicable laws, regulations, codes or
ordinances  (including,  without  limitation,  any legal requirements  governing
radio frequency emissions) or in violation of the applicable Ground Lease; and

          (h) SBA  shall  maintain  at its  expense  the Tower and any other SBA
improvements  on the  BTS  Site  in  accordance  with  applicable  laws,  codes,
ordinances and regulations, including any applicable lighting, painting or other
marking  requirements.  In the  event  that  a  Tower  is  subject  to  lighting
requirements under any applicable laws,  ordinances,  codes or regulations,  SBA
shall  maintain an alarm system to monitor the operation of such  lighting,  and
Bright PCS may install at its expense a tie-in monitor or alarm to inform Bright
PCS of the operation of such lighting.  SBA shall  indemnify and hold Bright PCS
harmless   from  and  against  any  actions,   claims,   proceedings,   damages,
liabilities,  fees,  fines,  expenses and other  losses  suffered or incurred by
Bright PCS in connection with the tower lighting system,  except such matters as
may have  been  suffered  or  incurred  solely as the  result  of  Bright  PCS's
negligence or willful misconduct. Notwithstanding the foregoing, the maintenance
of the tower lighting system shall be the responsibility of SBA immediately upon
the  execution of such SLA. In the event that Bright PCS  discovers  that one or


                                       13
<PAGE>

more  lighting  systems  which  are  required  by any  governmental  agency  are
malfunctioning,  Bright PCS shall notify SBA at the following  telephone number,
which  number  shall  be  monitored  by  SBA 24  hours  a  day,  7 days a  week:
1-888-950-7483  (SITE). Bright PCS shall be entitled to take any action which it
deems  reasonably  necessary,  including  repairing such lighting  system and/or
notifying the FAA, FCC or any other  governmental  agency  without any liability
whatsoever  to SBA for such  actions  if SBA  fails  to  follow  the  applicable
government  procedures  beyond  applicable  notice and grace periods.  SBA shall
maintain each Tower in good condition and repair.

          (i) SBA does hereby  agree to  indemnify  and hold Bright PCS harmless
from any and all losses,  damages,  fines,  penalties or costs of any kind which
may arise from the improper design, maintenance or operation of a Tower or tower
lighting systems,  or which may be imposed by the FAA, FCC or any other federal,
state or local agency arising from the improper design, maintenance or operation
of a Tower or tower  lighting  systems unless arising from Bright PCS's actions.
Should Bright PCS be cited because a Site is not in compliance  through no fault
of Bright  PCS and,  should  SBA fail to cure the  conditions  of  noncompliance
within  the  time to cure  the  non-compliance  as  required  by the  applicable
governmental  agencies,  Bright PCS may either  terminate the applicable SLA or,
with prior  written  notice from Bright PCS to SBA and allowing SBA a reasonable
opportunity to cure,  proceed to cure the conditions of  noncompliance  at SBA's
expense.  Amounts  of  all  reasonable  expenses  to  cure  such  conditions  of
non-compliance,  together with any such fine or citation paid by Bright PCS, may
be deducted by Bright PCS from the Rent.

          (j)  If  antenna  power  output  ("RF  Emissions")  are  presently  or
hereafter become subject to any restrictions imposed by the FCC for RF Emissions
standards on Maximum Permissible  Exposure ("MPE"), or if the Tower otherwise is
or becomes subject to federal, state or local rules,  regulations,  restrictions
or  ordinances,  Bright PCS shall  comply  with SBA's  reasonable  requests  for
modifications  to Bright PCS's Equipment which are reasonably  necessary for SBA
to  comply.  SBA  shall  take all  measures  to ensure  that all other  lessees,
sublessees  and  licensees  comply,  with  such  limits,   rules,   regulations,
restrictions or ordinances. The RF Emissions requirements of Bright PCS shall be
superior to the  requirements of any other occupants of the BTS Site,  provided,
however, that in no event shall Bright PCS's RF Emissions exceed any limitations
imposed by the FCC for the operation of equipment by a single, PCS or comparable
tenant.  If an engineering  evaluation or other power density study be performed
to evaluate RF Emissions compliance with MPE limits is required under applicable
law, SBA or other  lessees  shall bear all costs of such an evaluation or study.
If said study indicates that RF Emissions at the facility do not comply with MPE
limits, then SBA and all of SBA's other lessees,  licensees and sublessees shall
immediately  take any steps  necessary to ensure that they are  individually  in
compliance  with such  limits  and  shall  cease or  reduce  operations  until a
maintenance  program or other  mitigating  measures can be implemented to comply
with MPE.  At SBA's  request,  Bright PCS shall  provide to SBA  technical  data
necessary for routine calculations of MPE compliance, including, but not limited
to, TPO gains, losses and operating frequencies.



                                       14
<PAGE>

          (k) SBA at its sole cost and  expense,  except if such cost or expense
arises out of a  negligent  or  wrongful  act or  omission  of Bright PCS or its
contractors,  shall monitor, maintain and repair each Tower such that Bright PCS
may  utilize  such Tower for the use  permitted  under  Paragraph 5 of this MSA,
including, without limitation,  lighting systems and markings and the structural
integrity of each. Tower installation,  maintenance and repair of the Tower must
comply  with all laws  applied in a manner  consistent  with  standard  industry
practices except for minor  noncompliance that do not affect Bright PCS's rights
and privileges under this MSA.

     14. RELOCATION.

          (a) Following  the date of this MSA,  Bright PCS shall have the right,
at Bright PCS's sole cost and  expense,  to relocate the Tower Space at any Site
to another  location on the Tower (the "Relocated  Tower Space"),  provided that
Bright PCS must first obtain SBA's prior  written  consent,  which consent shall
not be unreasonably conditioned, delayed or withheld.

          (b) Following  any such  relocation,  the Relocated  Tower Space shall
thereafter be deemed the "Tower  Space" for all purposes  under this MSA and the
applicable SLA, shall be leased to and occupied by Bright PCS in accordance with
the terms and  conditions  of this MSA, and this MSA and the SLA shall be deemed
amended  accordingly.  Bright  PCS's  obligations  to pay  any  expense  or cost
incurred on account of such  relocation  shall survive any  expiration or sooner
termination of this MSA.

     15.  FINANCING  MATTERS.  SBA hereby  represents,  covenants  and agrees as
follows:

          (a) SBA  shall not  grant,  convey  or cause to  attach  any  security
interest  in, to or  against  any of SBA's  interest  or title  under any of the
Ground Lease,  SBA's interest or title under any SLA, this MSA, any of the Tower
or any of the other SBA Improvements  unless, and this MSA and the SLAs shall be
subordinate  to the  Security  Interest  if, the  grantee  or holder  thereof (a
"Secured   Party")   and  SBA  duly   execute   and  deliver  to  Bright  PCS  a
non-disturbance  and attornment  agreement  ("NDA") in a form  substantially the
same as that attached hereto as Attachment "B".

          (b) Except for the  attachment  of a Security  Interest  as  permitted
under  Paragraph  15 (a) of this MSA,  SBA shall not at any time during the Term
permit or allow  the  filing or other  attachment  of any lien,  charge or other
encumbrance against the Site, the BTS Site, the Tower, or other SBA Improvements
on account of its work with respect  thereto (other than liens that are inchoate
or otherwise  attach by operation of law and  subsequently  accrue or secure the
payment of a subsequently accruing obligation,  but in all events subject to the
requirement  to  discharge  same as provided in the next  sentence  hereof),  or
otherwise  during the SLA Term on account of SBA's acts or omissions or the acts
or omissions of its  lessees,  sublessees  or  licensees.  Without  limiting the
foregoing, SBA shall discharge of record, whether by bond, payment or otherwise,
any such lien,  charge or encumbrance  prohibited under this Paragraph 15 within
thirty  (30) days  after  receipt of actual  notice of the filing or  attachment
thereof.



                                       15
<PAGE>

          (c) Bright PCS shall not at  anytime  during the Term  permit or allow
the filing or other  attachment of any involuntary  lien,  charge or encumbrance
against the Equipment,  Site,  the BTS Site,  the Tower,  any SLA or this MSA on
account of its work with respect  thereto (other than liens that are inchoate or
otherwise  attached by  operation of law and  subsequently  accrue or secure the
payment of the subsequently  accruing  obligation,  but in all events subject to
the requirement to discharge same as provided in the next sentence  hereof),  or
otherwise during the Term on account of Bright PCS's acts or omissions.  Without
limiting the foregoing,  Bright PCS shall discharge of record,  whether by bond,
payment or otherwise,  any such lien,  charge,  or encumbrance  prohibited under
this  Paragraph 15 within thirty (30) days after receipt of actual notice of the
filing or attachment thereof.

     16. CASUALTY AND  CONDEMNATION.  If the whole or any substantial  part of a
Site shall be taken by any public authority under the power of eminent domain so
as to interfere  with Bright PCS's use and occupancy  thereof,  then the term of
the applicable SLA shall cease on the part so taken on the date of possession by
such  authority of that part, and any unearned Rent paid in advance of such date
shall  be  refunded  by SBA to  Bright  PCS  within  thirty  (30)  days  of such
possession,  and Bright PCS shall have the right to terminate the applicable SLA
upon written notice to SBA, which notice shall be delivered by Bright PCS within
thirty  (30) days  following  the date  notice is received by Bright PCS of such
taking or possession. If Bright PCS chooses not to terminate the applicable SLA,
the Rent shall be reduced or abated in  proportion  to the actual  reduction  or
abatement  of Bright  PCS's use of the Site.  If all or a portion of the Site is
destroyed, rendering the Site unusable, Rent will be suspended until the Site is
restored.  SBA shall have a period of one hundred  twenty  (120) days to restore
the Site. If the  restoration  is not completed  within one hundred twenty (120)
days, then Bright PCS shall have the right to terminate the applicable SLA.

     17. TAXES.

          (a)  Bright  PCS shall pay,  on or before  the due date  thereof,  all
personal  property  taxes  levied  against the  Equipment  and all taxes  levied
against the Rent except for income taxes  payable by SBA. If the assessed  value
of the BTS Site is increased by inclusion of the Equipment and SBA is liable for
the payment of such increase in taxes,  then Bright PCS shall pay to SBA, within
thirty  (30) days after  receiving  a written  request  for  payment or at least
fifteen (15) days prior to the due date of such taxes (whichever is later),  the
part of such increase in taxes specifically attributable to the inclusion of the
Equipment.  As a condition of such  payment,  SBA shall provide to Bright PCS an
original or copy of the tax assessment or other taxing  authority  documentation
evidencing such increase on account of the Equipment.

          (b) SBA  shall  pay or  cause to be paid,  on or  before  the due date
thereof,  personal  property taxes levied against the Tower and SBA improvements
and all real  property  taxes for which SBA is liable  under the Ground Lease or
applicable law.



                                       16
<PAGE>

     18. INSURANCE AND SUBROGATION.

          (a) SBA and Bright PCS shall each provide and maintain during the Term
commercial  general  liability  insurance in an aggregate  amount of Two Million
Dollars  ($2,000,000)  per site and name the other party hereto as an additional
insured on such policy or policies.  Each party may satisfy this  requirement by
obtaining  appropriate  endorsements to any master policy of liability insurance
maintained by such party. In no event shall the deductible  under either party's
policy of commercial general liability  insurance exceed Ten Thousand and No/100
Dollars ($10,000.00).  The policy amount set forth in this Paragraph 18(a) shall
be reset on every  fifth  anniversary  of the Date of this MSA to  increase by a
commercially  reasonable  amount but not more than 115% of the policy amount set
during the preceding  five (5) year period.  The parties shall also maintain any
other insurance required by law, including workers' compensation insurance.

          (b) To the  extent  permitted  under  both of the  parties'  insurance
policies,  neither  party  shall  be  liable  to the  other  (or to the  other's
successors or assigns) for any loss or damage caused by fire or any of the risks
enumerated in a standard "All Risk" insurance policy,  and, in the event of such
insured loss,  neither party's  insurance  company shall have a subrogated claim
against the other. To the extent permitted under both of the parties'  insurance
policies each party hereto shall obtain from its insurers  under all policies of
fire,  theft, and other casualty  insurance  maintained by it at any time during
the Term insuring or covering the BTS Site or the Site, or any portion  thereof,
improvements   thereon  or  operations  therein,  a  waiver  of  all  rights  of
subrogation which the insurer might have against the other party.

          (c)  During  the  Initial  Term and any  Renewal  Term of any SLA on a
particular  Site,  SBA shall  maintain an  all-risks  policy of property  damage
insurance on such Site which contains or provides for replacement  cost coverage
is  sufficient  in  amount  to  rebuild  and  replace  the  Tower  and other SBA
Improvements in the event of any casualty loss.  During the Initial Term and any
Renewal  Term of any SLA on a  particular  Site,  Bright PCS shall  maintain  an
all-risks  policy of property  damage  insurance on such Site which  contains or
provides for  replacement  cost  coverage is sufficient in amount to rebuild and
replace the Equipment in the event of any casualty loss.

     19. INDEMNIFICATIONS.

          (a) Subject to  Paragraph  18(b)  above,  Bright PCS shall  indemnify,
defend and hold SBA harmless from and against any and all injury,  loss, damage,
obligation,  penalty or liability  (or any claims in respect of the  foregoing),
costs or expenses (including reasonable attorneys' fees and court costs) imposed
upon, incurred by or asserted against SBA and arising from or on account of: (i)
any occurrence,  injury to or death of persons (including workmen) or loss of or
damage to property caused by the negligence or willful  misconduct of Bright PCS
or its agents,  employees or contractors,  licensees,  guests or invitees in the
use, operation,  maintenance or repair of or on the BTS Site,  excepting matters
caused  by the  negligence  or  willful  misconduct  of SBA  and  SBA's  agents,
employees,  representatives  and contractors (and Bright PCS shall not be deemed
SBA's  contractor  for  purposes  hereof)  or (ii) any  failure by Bright PCS to
perform or comply with any of the applicable  terms,  covenants or conditions of
the MSA or any applicable SLA.



                                       17
<PAGE>

          (b) Subject to Paragraph 18(b) above, SBA shall indemnify,  defend and
hold Bright PCS  harmless  from and against  any and all injury,  loss,  damage,
obligation,  penalty or liability  (or any claims in respect of the  foregoing),
costs or expenses (including reasonable attorneys' fees and court costs) imposed
upon,  incurred by or asserted against Bright PCS and arising from or on account
of: (i) any  occurrence,  injury to or death of persons  (including  workmen) or
loss of or damage to property caused by the negligence or willful  misconduct of
SBA or SBA's agents,  employees,  contractors,  licensees,  subtenants,  guests,
invitees  or other  persons on or about the BTS Site  other than  Bright PCS and
Bright PCS's agents,  employees,  representatives and contractors (and SBA shall
not be deemed Bright PCS's  contractor for purposes  hereof) or (ii) any failure
by SBA to perform or comply with any of the terms,  covenants or  conditions  of
the Ground Lease, this MSA or any applicable SLA.

          (c) SBA shall  have no  obligation  to  indemnify  Bright  PCS from or
against  nor shall  Bright PCS be  entitled  to assert a claim  against  SBA for
incidental and consequential damages arising from the negligence of SBA, but SBA
shall be responsible for incidental and  consequential  damages arising from the
intentional  torts and  willful  misconduct  of SBA or SBA's  officers,  agents,
employees, representatives, invitees and contractors. Likewise, Bright PCS shall
have no obligation to indemnify SBA from or against nor shall SBA be entitled to
assert a claim  against  Bright PCS for  incidental  and  consequential  damages
arising from the  negligence of Bright PCS, but Bright PCS shall be  responsible
for incidental and  consequential  damages arising from the intentional acts and
willful  misconduct of Bright PCS or Bright PCS's officers,  agents,  employees,
representatives,  invitees or contractors.  The foregoing  waivers of incidental
and consequential  damages shall not apply to damages  attributable to claims of
third parties to this MSA.

     20.  CELL  SITE  ON  WHEELS.   Should  Bright  PCS  experience  a  loss  in
communications service to its customers for any reason, Bright PCS shall be, and
hereby is,  authorized,  to the fullest extent permissible by applicable law and
ordinance  and the Ground  Lease,  to bring onto the BTS Site a mobile  wireless
communications  facility  or COW  during  such  period of loss of service to the
extent space is available and further provided that the presence of the COW does
not materially interfere with the maintenance, repair and restoration efforts of
SBA or the other tenants.  In the event that Bright PCS takes such action as the
result of a breach,  or other  negligent  or  wrongful  act or  omission of SBA,
Bright PCS shall be entitled to recover against SBA (or, at Bright PCS's option,
to set off against Rent payable  hereunder)  the  reasonable  costs and expenses
incurred by Bright PCS in implementing and maintaining such facility during such
period and of removing the same upon the re-establishment of regular service.

     21.  NOTICES.  All  notices,  requests,  demands  and other  communications
hereunder shall be in writing and personally delivered against receipt,  sent by
overnight  delivery  by a  nationally  recognized  overnight  carrier or mailed,
certified mail, return receipt requested, addressed as follows:



                                       18
<PAGE>

                  If to Bright PCS, to:

                  Bright PCS, LLC
                  68 East Main Street
                  P.O. Box 480
                  Chillicothe, Ohio 45601-0480
                  Attn:  Vice President Technology

                  With a copy to:

                  Lewellen & Frazier PLC
                  415 North McKinley, Suite 1240
                  Little Rock, AR 72205
                  Attention:  Todd A. Lewellen

                  If to SBA, to:

                  SBA Towers, Inc.
                  Onetown Center Road, 3rd Floor
                  Boca Raton, Florida 33486
                  Attention:  Site Administration

All notices,  demands and requests shall be effective upon actual  delivery,  if
personally  delivered against receipt or delivered by overnight carrier,  or, if
mailed on the date of the  United  States  Postal  Service  postmark;  provided,
however,  that the time  period in which a response  or action,  if any,  to any
notice,  demand or request must be given or completed shall commence to run from
the date of receipt of the notice,  demand or request by the addressee  thereof.
Rejection or failure to claim delivery of any such properly given notice, demand
or request, or any refusal to accept any such notice,  demand or request, or the
inability  to deliver  because of changed  address of which no notice was given,
shall be deemed to be receipt of the  notice,  demand or request  sent as of the
date of the United  States  Postal  Service  postmark  or the date of  attempted
personal  delivery  or  overnight  carrier  delivery,  as the  case  may be.  By
providing at least five (5) days' written notice thereof in accordance with this
Paragraph  21,  either  party  shall have the right from time to time and at any
time during the term of this MSA to change its address and to specify as its new
address any address within the continental United States of America.

     22. QUIET ENJOYMENT,  TITLE AND AUTHORITY. SBA covenants and warrants that:
(i) SBA has full right, power and authority to execute this MSA and the power to
grant all rights and interests  hereunder;  (ii) SBA's execution and performance
of this MSA will not violate any laws, ordinances,  covenants, or the provisions
of any mortgage,  lease or other agreement  binding on SBA; and (iii) subject to
matters of record as of an SLA Commencement  Date and condemnation  proceedings,
Bright PCS shall have the quiet enjoyment of each Site under this MSA during the
SLA Term.  SBA shall  indemnify  Bright  PCS from and  against  any loss,  cost,
expense  or damage  including  attorneys  fees  associated  with a breach of the


                                       19
<PAGE>

foregoing covenant of quiet enjoyment. Subject to Paragraph 22 (iii), Bright PCS
shall not be disturbed in its use and  occupancy of such Site or in the exercise
of its rights under this MSA or the  applicable SLA as long as Bright PCS is not
in default  hereunder  beyond any  applicable  grace or cure period.  Bright PCS
covenants  and  warrants  that:  (i)  Bright PCS has the full  right,  power and
authority to execute this MSA and perform its  obligations  hereunder,  and (ii)
Bright PCS's  execution and  performance  of this MSA will not violate any laws,
ordinances,  covenants,  or the  provisions  of any  mortgage,  lease  or  other
agreement binding on Bright PCS.

     23. ENVIRONMENTAL LAWS.

          (a) Bright PCS,  its heirs,  grantees,  successors,  and assign  shall
indemnify,  defend, reimburse and hold harmless SBA from and against any and all
damages,  caused by activities conducted on a Site by Bright PCS, and either (i)
arising  from the presence of any  substance,  chemical or waste  identified  as
hazardous,  toxic or dangerous in any applicable federal,  state or local law or
regulation  including  petroleum  or  hydrocarbon  based  fuels  such as diesel,
propane or natural  gas  (collectively,  "Hazardous  Materials")  introduced  by
Bright PCS upon,  about or beneath a Site or migrating  from such Site,  or (ii)
arising out of the  violation  by Bright PCS of any  environmental  requirements
applicable to a Site or applicable to the activities of Bright PCS on such Site.
Bright PCS covenants that it shall not nor shall Bright PCS allow its employees,
agents or independent  contractors  to treat,  store or dispose of any Hazardous
Materials on the BTS Site except in accordance with applicable laws.

          (b) Except as set forth above, SBA, its heirs,  grantees,  successors,
and assigns shall indemnify, defend, reimburse and hold harmless Bright PCS from
and against  any and all  damages  arising  from (i) the  presence of  Hazardous
Materials  upon,  about or beneath any BTS Site or  migrating to or from the BTS
Site  introduced  by  SBA or its  other  tenants,  or  (ii)  arising  out of the
violation  by  SBA or  its  other  tenants  of  any  environmental  requirements
pertaining to the BTS Site and any activities thereon.

     24. ASSIGNMENT AND SUBLEASING.

     Either party may assign all or a portion of its rights,  title or interests
hereunder  or under a  particular  SLA,  provided,  however,  that the  proposed
assignee  shall agree in writing to be bound by the terms and conditions of this
MSA and each  applicable SLA. In the event that the proposed  assignee  provides
audited  (i)  balance  sheets and (ii)  statements  of  operations  prepared  in
accordance with GAAP which indicate that the assignee has a financial  position,
as measured by reference to such assignee's net worth,  operating  results,  and
working  capital,  which is  comparable  to that of the  assigning  party's best
financial  position  using the same formula  during the previous three (3) years
but in no event  prior to the date of this MSA,  the  assigning  party  shall be
released from any and all obligations under the assigned instruments and for the
assigned  Sites.  No such assignment by either party shall affect the rights and
obligations  of the other party  under this MSA. In the event that the  proposed
assignee  does  not  have a  financial  position  (as  defined  above)  which is
comparable to the assigning party's best financial  position during the previous
three (3) years,  but in no event prior to the date of this MSA,  the  assigning
party shall remain liable for all obligations under the assigned instruments and
for the assigned Sites.  Bright PCS shall not be entitled to assign its interest
under this MSA or an SLA to an entity which  utilizes a spectrum  different than



                                       20
<PAGE>

that of Bright PCS unless it first  obtains  SBA's prior  written  consent which
consent shall not be conditioned or unreasonably withheld or delayed by SBA. SBA
acknowledges  that its  consent  to a  proposed  assignment  by Bright PCS to an
entity  which  operates  at a  spectrum  different  from  Bright  PCS's  will be
unreasonably  withheld  if  the  operation  at  said  spectrum  will  not  cause
interference  with the operation of other  equipment at each applicable BTS Site
affected by the SLA proposed to be assigned by Bright PCS. Bright PCS shall have
no right to  sublease  or  partially  assign its rights  under any SLA unless it
first  obtains  SBA's prior  written  consent;  however,  SBA shall be entitled,
subject to the other  provisions  hereof,  to sublease or  partially  assign its
rights under an SLA without obtaining Bright PCS's prior consent.

     25. NOTICE OF PROPOSED THIRD PARTY USE; RIGHT OF FIRST REFUSAL.

          (a) In the event  that (i) SBA  makes or  receives  a bona fide  offer
pursuant to which a third party would enter into a lease,  sublease,  license or
other occupancy  agreement with respect to any portion of a BTS Site (the "Right
of First  Refusal  Space")  during the term of this MSA and (ii) SBA  intends to
accept such offer,  then SBA shall  promptly send written  notice (the "Right of
First Refusal  Notice") to Bright PCS offering to lease or sublease the Right of
First Refusal Space to Bright PCS for the same rent and under the same terms and
conditions as the aforementioned bona fide offer (the "Right of First Refusal").
The Right of First Refusal Notice shall contain the following information:

               (i) the price,  terms,  and  condition  for the  occupancy of the
Right of First Refusal Space,  the name of the person or entity making the offer
and a description of the Right of First Refusal Space;

               (ii) evidence of the bona fide offer such as a written  proposal,
term sheet or proposed contract or a summary of a verbal offer; and

               (iii)  provided that such third party is a provider or carrier of
wireless communications services, the frequency or frequencies, proposed antenna
radiation  center  location  and  radiated  power  level and type of  technology
(whether CDMA, TDMA, etc.) to be utilized by such third party on the BTS Site.

          (b) Bright PCS shall have three (3) days after Bright PCS's receipt of
the Right of First  Refusal  Notice in accordance  with the notice  provision in
Paragraph  21 hereof  (which  three (3) day period is  referred to herein as the
"Acceptance  Period") to elect to exercise the Right of First Refusal. If Bright
PCS elects to exercise the Right of First  Refusal,  Bright PCS shall notify SBA
in writing within the Acceptance  Period of Bright PCS's intent to exercise such
right,  whereupon the Right of First Refusal shall become a binding contract for
the lease or sublease of the Right of First  Refusal  Space and Bright PCS shall
lease or sublease the Right of First Refusal Space in accordance with such rent,
terms and  conditions.  If Bright PCS does not notify SBA in writing  within the
Acceptance  Period of  Bright  PCS's  election  to  exercise  its Right of First
Refusal on such terms and  conditions,  Bright PCS's right to exercise its Right


                                       21
<PAGE>

of First Refusal on such terms and conditions shall terminate. This Paragraph 25
(b) shall not be deemed to limit or alter  Bright  PCs's  relocation  rights set
forth in  Paragraph 14 of this MSA or to relieve  Bright PCS of its  obligations
under the SLA prior to the exercise of the Right of First Refusal by Bright PCS.

     26. RIGHT OF FIRST REFUSAL TO PURCHASE.

          (a)  Except  in the  instance  of a sale of  substantially  all of the
assets of SBA or in the event of a merger or  reorganization  by SBA, if, at any
time  during  the Term SBA  receives  a bona fide  offer  from a third  party to
purchase any BTS Site (the "Offer"),  which Offer SBA is prepared to accept, SBA
shall  promptly  transmit  to Bright PCs its written  offer (the "First  Refusal
Notice")  to sell the BTS Site to Bright  PCS on the same  terms and  conditions
specified  in the Offer.  Bright PCS shall have ten (10)  business  days  within
which to accept  such  offer.  If Bright PCS shall  accept such offer by written
notice (the  "Acceptance  Notice") to SBA within said ten (10) day period  (such
Acceptance  Notice  shall  specify a closing date which is the earlier of thirty
(30) days from the date  thereof or the closing  date  specified  in the Offer),
such offer and acceptance  shall constitute a contract between them for the sale
by SBA and the  purchase by Bright PCS of the Site and shall not  thereafter  be
subject to rejection by either party.

          (b) If the Offer is not so accepted  by Bright  PCS,  SBA may sell the
BTS Site to such bona fide third party  purchaser on the terms  contained in the
Offer. Any such sale and transfer must be consummated  within 180 days following
the expiration of the time herein above provided for the acceptance of the Offer
by Bright  PCS. If the BTS Site is sold to such third  party,  the sale shall be
subject to this MSA and the  applicable  SLA and all of the  provisions  hereof,
including the right of first refusal provided in this Paragraph 26.

     27. WAIVER OF SBA'S LIEN.  SBA hereby waives any and all lien rights it may
have,  statutory  or  otherwise,  with  respect to the  Equipment or any portion
thereof.  The Equipment shall be deemed  personal  property for purposes of this
MSA and any SLA,  regardless  of whether any  portion  thereof is deemed real or
personal property under applicable law.

     28. CONFIDENTIAL INFORMATION.

          (a) USE OF CONFIDENTIAL INFORMATION. In order to permit the parties to
perform their respective  obligations  under this MSA, each party may, from time
to time,  disclose to the other  confidential or proprietary  information.  Such
confidential  or  proprietary  information  and  the  terms  of this  MSA  shall
constitute  "Confidential  Information".  Each party shall use all  Confidential
Information solely for the purpose of performing its obligations under this MSA.
Neither party shall disclose to any other person, other than employees or agents
of the party who agree,  in writing,  to be bound by an equivalent  undertaking,
any  Confidential  Information.  SBA agrees not to disclose  any of Bright PCS's
Confidential Information to a competitor of Bright PCS. Bright PCS agrees not to
disclose any of SBA's Confidential Information to a competitor of SBA.

          (b) EXCEPTIONS.  The  aforementioned  restrictions  shall apply to all
Confidential Information with the exception of the following:



                                       22
<PAGE>

               (i) Confidential Information which is made public by either party
while performing under this MSA or which otherwise is or hereafter  becomes part
of the public domain through no wrongful act,  fault,  or negligence on the part
of the other party;

               (ii)  Confidential  Information  which  a  party  can  reasonably
demonstrate is already in such party's possession and not subject to an existing
agreement of confidentiality.

               (iii)  Confidential  Information  which is received  from a third
party without  restriction and without breach of an agreement with Bright PCS or
SBA;

               (iv) Confidential Information which is independently developed by
a party as evidenced by its records; or

               (v)  Confidential  Information  which either party is required to
disclose pursuant to a valid order of a court or other  governmental body or any
political subdivision thereof, provided that, to the extent that it may lawfully
do so, the  disclosing  parry shall  provide the affected  party with  immediate
written  notice of the  nature  of the  required  disclosure  and  shall,  where
appropriate,  provide that party with the  opportunity to interpose an objection
or  obtain  a  protective  order  restricting  the  use  and  disclosure  of the
Confidential Information; or

               (vi) in  defense of a legal  action or  otherwise  required  by a
governmental agency or applicable law.

     29. MISCELLANEOUS.

          (a) Each  party  agrees  to  furnish  to the  other and to a person or
entity designated by the requesting party, within twenty (20) days after receipt
of written  request  such  truthful  estoppel  information  as either  party may
reasonably request.

          (b) Each party agrees to execute any documents (including a short form
or  memorandum of lease,  easement  agreement,  or both)  requested by the other
party to confirm of record its rights  under this MSA or any SLA (but  excluding
the economic terms  hereof).  Unless the laws of the state in which the BTS Site
is located  prohibit the  recordation  of a short form or  memorandum  of lease,
neither  party shall  record  this MSA,  but may record,  in lieu  thereof,  the
aforementioned  short form or  memorandum of lease or the SLA. In the event of a
recordation prohibition described above, either party may record any SLA. Either
party may record any easement agreement.

          (c)  This  MSA and the BTS  Agreement  including  all  SLAS,  exhibits
attached hereto and  incorporated  herein by reference  constitutes the sole and
entire  agreement  between the parties hereto with respect to the subject matter
hereof  and  supersedes  all  understandings,  contracts,  promises,  covenants,
representations,  statements,  agreements and  undertakings  (whether written or
oral),  with respect  thereto made prior to, the  execution and delivery of this
MSA.  This MSA or any SLA may not be modified  or  amended,  except by a written


                                       23
<PAGE>

instrument  signed by both  parties  hereto.  This MSA,  SBA's rights and Bright
PCS's  rights  hereunder  shall be deemed to be and hereby are  incorporated  by
reference  into each SLA for a Site and this MSA and each SLA shall run with and
burden title to each Site and BTS Site and, except as otherwise provided herein,
the provisions of this MSA and each SLA shall be binding upon and shall inure to
the benefit of the parties hereto and their  respective  heirs,  administrators,
executors,   legal  representatives,   successors  and  permitted  assigns.  The
paragraph  captions  and  headings  used in this  MSA  are  for  convenience  of
reference  only and shall not  affect  the  construction  to be given any of the
provisions  hereof.  If the time  period or date by which or on which any right,
option or election  provided  under this MSA must be exercised or by which or on
which any act required hereunder must be performed,  or by which or on which any
notice must be given or received,  expires or occurs on a Saturday,  Sunday or a
holiday  observed  by  state  chartered  or  national  banks  in  the  state  or
commonwealth in which the Site are located,  then such time period or date shall
be  automatically  extended  through  the end of the  next  day  which  is not a
Saturday,  Sunday  or such a  holiday.  All  exhibits  attached  to this MSA and
referred to herein are deemed incorporated in this MSA by reference.

          (d) Whenever possible, each provision of this MSA shall be interpreted
in such manner as to be  effective  and valid under  applicable  law, but if any
provision of this MSA shall be prohibited by or invalid  under  applicable  law,
such provision  shall be ineffective  only to the extent of such  prohibition or
invalidity,  without  invalidating  the  remainder  of  such  provision  or  the
remaining provisions of this MSA.

          (e) This  MSA does  not,  and  shall  not be  construed  to,  create a
partnership  or joint venture or any other  relationship  between SBA and Bright
PCS other than the relationship of lessor and lessee under the laws of the state
or commonwealth in which each BTS Site is located.

          (f) This MSA shall be governed by, and  construed in  accordance  with
the laws of the state where the applicable Site is situated.

          (g) This MSA may be executed in two or more counterparts, all of which
shall be considered one and the same  agreement and shall become  effective when
one or more counterparts  have been signed by the each of the parties,  it being
understood that all parties need not sign the same counterpart.

          (h)  Bright  PCS  shall be  entitled  to pursue  NDAs with the  Ground
Lessors  for each  Site;  provided,  however,  that SBA shall  have the right to
review  and  approve,  which  approval  shall not be  unreasonably  conditioned,
delayed or withheld,  all  correspondence  which is sent to the Ground  Lessors.
Bright PCS shall  provide SBA with copies of all such  correspondence  for SBA's
files.

          (i) Bright PCS and SBA hereby represent, agree and acknowledge that no
broker or other  person is  entitled  to claim or to be paid a  commission  as a
result of the  execution  and  delivery of this MSA.  Each of the parties  shall
indemnify,  defend and hold the other party  harmless  for all claims,  damages,
liabilities   and  expenses   (including   attorney's   fees)   arising  from  a
misrepresentation arising from the first sentence of this paragraph.



                                       24
<PAGE>

          (j)  Notwithstanding  anything to the contrary  contained in this MSA,
faxed  signatures  on this MSA shall be binding as though such  signatures  were
original ink signatures.

          (k)  Notwithstanding  anything to the contrary  contained in this MSA,
the terms of this MSA shall apply only to Region 1, which is  comprised  of BTAs
23, 39, 73, 78, 80, 126,  143,  155,  197, 233, 255, 280, 294, 342, 359, 424 and
487.  Bright PCS  represents  and  warrants  that Bright PCS shall not issue any
Search  Rings (as defined in the BTS  Agreement)  to any entity  during the Site
Acquisition  Term (as  defined  in the BTS  Agreement)  in  Region  2,  which is
comprised  of BTA 229.  This MSA does not  apply to Region 2 as a result of this
representation.  In the event that Bright PCS issues a Search Ring to any entity
in Region 2 during the Site  Acquisition  Term,  such  Search Ring and all other
Search Rings issued in Region 2 shall be subject to the BTS  Agreement  and this
MSA,  and  Region 2 shall be subject to the  exclusivity  provisions  of Section
_1.7_ of the BTS  Agreement,  except  that (i) the Rent for  Sites  within  such
Region 2 Search  Rings  shall be $1,300 a month  subject to a three (3) % annual
increase;  and (ii) Bright will be required to execute an Antenna Site Agreement
substantially  similar to the form  attached  as  Exhibit B to the  Master  Site
Agreement  dated as of August 17,  1999,  by and between BTS Company and Horizon
Personal Communications,  Inc. ("Horizon MSA"), to lease space on 20 tower sites
owned by BTS Company in Region 2 for $1,300 monthly Rent, subject to a 3% annual
increase and an initial one (1) year  abatement,  to the extent  Horizon has not
already done so pursuant to the Horizon MSA.

          IN  WITNESS  WHEREOF,  SBA and  Bright  PCS  have  duly  executed  and
delivered  this MSA. The party last  executing this MSA shall insert the date of
such  execution on the first page  hereof,  which date shall be the Date of this
MSA.

                                BTS COMPANY:

                                SBA TOWERS, INC.


                                By:   /s/ Jeffrey A. ???
                                   -------------------------------
                                Title:  Senior Vice President
                                Attest:
                                Title:  Assistant Secretary


                                         [CORPORATE SEAL]


                                 BRIGHT PCS, LLC


                                 By:  /s/ Mark J. Rekers
                                    ------------------------------
                                 Name:  Mark J. Rekers
                                 Title:  Secretary


<PAGE>


                                 ATTACHMENT "A"
                                       SLA

                            SITE LEASE ACKNOWLEDGMENT


     This Site Lease Acknowledgment  ("SLA") is made and entered into as of this
____  day of  ________  1999,  by and  between  Bright  Personal  Communications
Services,     LLC,    hereinafter     designated    as    "Bright    PCS"    and
_____________________________,  hereinafter  designated  as "SBA",  pursuant and
subject to that certain Master Site Agreement ("MSA") by and between the Parties
hereto,  dated as of October __, 1999. All  capitalized  terms have the meanings
ascribed to them in the MSA.

     1. The Site  leased by SBA to Bright PCS shall  consist of the Cable  Path,
Easements, Tower Space, and Ground Space, as those terms are defined in the MSA.
The Site is a portion  of that  certain  real  property,  located in the City of
__________,  the  County  of  ____________,  and the State of  __________,  more
particularly  described  in the  Memorandum  of Lease  which is recorded in Book
____, Page ____ [or as Instrument Number ____] in the office of the ____________
of  ____________  County,  ______________  (the  "BTS  Site").  The BTS  Site is
described in Exhibit "1" attached hereto and made a part hereof.

     2.  The  commencement  date  of  the  SLA  ("SLA  Commencement   Date")  is
____________, 1999. The first (1st) monthly rental payment is due and payable by
Bright PCS to SBA on the SLA Commencement Date in accordance with Paragraph 4 of
the MSA. Any future rent  adjustments  shall be calculated  in  accordance  with
Paragraph 4 of the MSA.

     3. The term of this SLA is five (5) years beginning on the SLA Commencement
Date.  The term of the SLA will  automatically  renew for  three (3)  additional
consecutive  five (5) year terms  unless  Bright PCS  notifies SBA in writing of
Bright PCS's intention not to renew as provided in Paragraph 3(c) of the MSA.

     4. Bright PCS has been granted certain  preferential rights pursuant to the
MSA which may affect  subsequent  tenants or purchasers  of the BTS Site.  These
preferential  rights  include a right of first refusal to purchase the BTS Site,
the right of first refusal to lease  additional space on the tower, the right to
relocate its equipment to a different  height on the tower, the right to install
additional  equipment on the BTS Site (subject to such  limitations  to install,
modify,  or replace the  equipment as may be provided in the MSA),  the right to
place a mobile  telecommunications  facility  on the  property  in the event the
existing  tower  facilities  are damaged or destroyed,  and the right to be free
from interference from subsequent tenants.



                                       25
<PAGE>

     IN WITNESS  WHEREOF,  the  parties  hereto have set their hands and affixed
their respective seals the day and year first above written.

                                        BRIGHT PCS, LLC

ATTEST:                                 ________________________


_________________________________       By: _________________________________
                                        Title:_______________________________


                                        SBA TOWERS, INC.

ATTEST:                                 ________________________


_________________________________       By:__________________________________
                                        Title:_______________________________


                               [ACKNOWLEDGEMENTS]





                                       26
<PAGE>



                             EXHIBIT "L" TO THE SLA

                        LEGAL DESCRIPTION OF THE BTS SITE





                                       27
<PAGE>


                                 ATTACHMENT "B"
                    NON-DISTURBANCE AND ATTORNMENT AGREEMENT


                                       28



<PAGE>
                                 FIRST ADDENDUM
                                       TO
                              MASTER SITE AGREEMENT

     THIS FIRST  ADDENDUM  TO MASTER  SITE  AGREEMENT  ("Addendum")  is made and
entered  into  this  _____ day of April,  2000 by and  among  SBA  Towers,  Inc.
("SBA"),  Bright Personal  Communications  Services,  LLC ("Bright") and Horizon
Personal  Communications,  Inc.  ("Horizon")  Bright and Horizon may hereinafter
collectively referred to as "Lessee".

     WHEREAS,  SBA and Horizon  entered into that certain  Master Site Agreement
("Horizon MSA") dated as of August 17, 1999;

     WHEREAS,  SBA and Bright  entered into that certain  Master Site  Agreement
("Bright MSA") dated as of the day of October, 1999 ;

     WHEREAS, SBA and Lessee both wish to modify the Horizon MSA and Bright MSA.

     NOW  THEREFORE,  for  good  and  valuable  consideration  the  receipt  and
sufficiency of which are hereby acknowledged,  SBA, Bright and Horizon do hereby
agree as follows:

     1.  Secured  Financing  Addendum.  SBA and Lessee  wish to modify  both the
Horizon MSA and Bright MSA to incorporate the following provisions:

          Financing.  Lessee  may,  upon  notice  to SBA,  mortgage  or  grant a
     security  interest in this MSA and the  Equipment,  and may assign this MSA
     and the Equipment to any such  mortgagees or holders of security  interests
     including their successors and assigns (hereinafter  collectively  referred
     to as "Secured Parties").  In such event, SBA shall execute such consent to
     leasehold  financing  as may  reasonably  be required  by Secured  Parties.
     Provided that SBA has been given  written  notice of the name and addresses
     of the Secured  Parties by Lessee,  SBA shall  notify  Lessee and  Lessee's
     Secured Parties simultaneously of any default by Lessee and to give Secured
     Parties the same right to cure any  default as Lessee  except that the cure
     period  for any  Secured  Party  shall not be less  than 10 days  after the
     receipt of the default notice. If a termination, disaffirmance or rejection
     of the MSA pursuant to any laws  (including  any  bankruptcy  or insolvency
     laws) by Lessee shall  occur,  or if SBA shall  terminate  this MSA for any
     reason,  SBA will give to the Secured Parties prompt notice thereof and SBA
     will give the Secured  Parties the right to enter upon the  Property or BTS
     site, as  applicable,  during a 30-day period  commencing  upon the Secured
     Party's  receipt of such notice for the purpose of removing any  Equipment.
     Upon written  request from Lessee,  SBA shall execute and deliver a written


                                       1
<PAGE>

     instrument  in  recordable  form   acknowledging  the  assignment  and  the
     foregoing agreements of SBA.

     2.  Consent  to  Assignment.   Notwithstanding  anything  to  the  contrary
contained  in this MSA,  SBA shall have the right to assign this MSA and any SLA
to an Affiliate of SBA, and upon such assignment, SBA shall be released from any
and all obligations  under the assigned MSA or SLA,  provided that such assignee
assumes all of SBA's obligations under such assigned agreement in writing at the
time of the  assignment.  For  purposes  of this MSA,  "Affiliates"  shall  mean
companies which control are controlled by, or under common control with SBA. For
purposes of this MSA, the word "control"  shall mean the ownership,  directly or
indirectly,  of the power to direct or cause the direction of the management and
policies of an entity,  or the power to veto major policy  decisions of any such
entity,  whether  through the  ownership  of voting  securities,  by contract or
otherwise.

     3. No Other Modifications.  The Horizon MSA and the Bright MSA shall remain
the entire  agreement  and  understanding  of SBA and Lessee with respect to the
subject  matter  thereof  except as  modified  by this  Addendum,  and except as
specifically  altered and amended herein, the Horizon MSA and the Bright MSA are
hereby ratified and confirmed in all respects, are in full force and effect, and
have not otherwise been amended, modified, extended or renewed, whether verbally
or in writing.

     IN WITNESS WHEREOF,  SBA, Horizon and Bright have executed this Addendum as
of the date and year first above written.

SBA TOWERS, INC.


Attest:________________________

Title:_________________________


HORIZON PERSONAL COMMUNICATIONS, INC.


Attest:________________________

Title:_________________________


BRIGHT PERSONAL COMMUNICATIONS SERVICES, LLC


Attest:________________________

Title:_________________________