CONFIDENTIAL TREATMENT REQUESTED

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

                         MASTER DESIGN BUILD AGREEMENT

     THIS MASTER DESIGN BUILD AGREEMENT ("Agreement") dated as of the 1st
day of October,  1999 ("Effective Date"), is made by and between Bright Personal
Communications  Services,  LLC  ("Bright  PCS") and SBA Towers,  Inc., a Florida
corporation ("BTS Company").

     WHEREAS,   Bright   PCS  is  in  the   business   of   providing   wireless
telecommunications services; and

     WHEREAS,  BTS Company is in the  business of  erecting,  owning and leasing
tower facilities for equipment used in providing such services; and

     WHEREAS,  Bright PCS desires to use BTS  Company's  services  to  identify,
evaluate, and acquire sites for such tower facilities; and

     WHEREAS,  BTS  Company  desires  to  construct  a  network  of  such  tower
facilities  within Bright PCS's  service areas in a manner that will  coordinate
with Bright PCS's needs for tower facilities; and

     WHEREAS,  the parties  desire that in most cases a site  identified  by the
procedures set forth herein will result in a tower  facility  constructed by BTS
Company  and  leased to Bright PCS for the  installation  and  operation  of its
equipment; and

     WHEREAS,  this  Agreement  sets forth the  manner in which  Bright PCS will
identify the general  location of potential sites, BTS Company will evaluate and
make recommendations as to specific sites and Bright PCS will lease space on any
such site for the installation  and operation of its equipment  pursuant to this
Agreement.

     NOW,  THEREFORE,  for and in consideration of the mutual promises set forth
herein, the parties hereto agree as follows:

                           1. RELATIONSHIP OF PARTIES

     1.1  INDEPENDENT  CONTRACTOR  RELATIONSHIP.  The  parties  intend  by  this
Agreement to establish an independent contractor relationship. Neither party nor
their employees shall be agents or legal  representatives of the other party for
any purpose.  Neither party shall have the authority to act for, bind, or commit
the other party.  BTS Company and Bright PCS agree that this  Agreement does not
establish or create a relationship of employer-employee,  principal-agent,  or a
franchise, joint venture, or partnership for any purpose whatsoever.

     1.2 CONTRACTS WITH AFFILIATES.  BTS Company may contract with any Affiliate
(as  hereinafter  defined)  of BTS Company to provide  goods or services  beyond
those which its employees would perform, if it deems the same to be necessary or
advisable  for  development  and/or  construction  of the Sites (as  hereinafter
defined).



                                       1
<PAGE>

     1.3  LANDLORD  AND TENANT  RELATIONSHIP.  BTS  Company and Bright PCS shall
execute  contemporaneously  with the execution of this Agreement,  a Master Site
Agreement  ("MSA") which governs the  relationship of BTS Company,  as landlord,
and Bright PCS, as tenant,  on those BTS Sites which are  accepted by Bright PCS
pursuant  to Section  2.7(b) of this  Agreement.  A copy of the MSA is  attached
hereto as Exhibit "A."

     1.4  EXCLUSIVITY.  During the term of this Agreement,  BTS Company shall be
the exclusive  build-to-suit,  site acquisition,  line and antenna installation,
and construction company for wireless  telecommunications tower sites for Bright
PCS and its Affiliates in Region 1 (as defined in the MSA). For purposes of this
Agreement, "Affiliates" with respect to either party, shall mean companies which
are controlled by that party. For purposes of this Agreement, the word "control"
shall mean the  ownership,  directly  or  indirectly,  or 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.  During the term of this Agreement,
Bright PCS shall not engage any third party or Affiliate  directly or indirectly
to  perform  build-to-suit,   site  acquisition,   construction,   or  equipment
installation  services  described in this  Agreement and will not enter into any
discussions  with any  third  party or  Affiliate  concerning,  or  furnish  any
information  relating to such services to any third party or Affiliate,  for the
purpose of  considering,  soliciting  or inducing any offer by such third party.
Notwithstanding  the foregoing,  in the event that Bright PCS and BTS Company do
not agree  upon the  payment  amount  for a CMS Site (as  hereinafter  defined),
Bright PCS shall be entitled to utilize a different  contractor or subcontractor
or its own personnel  for  construction  services.  In the event that Bright PCS
elects to utilize a different  contractor or  subcontractor  as provided herein,
Bright PCS shall first offer BTS Company the right to perform  such  services on
the same terms and conditions as offered by the contractor or subcontractor.

                          II. SITE ACQUISITION SERVICES

     2.1 SITE ACQUISITION SERVICES.

          (a) Bright PCS shall establish small  geographic  areas within which a
     cell site or  transmission  tower  shall be  located,  based on the network
     grid's RF design (a "Search Ring").  For each Search Ring, Bright PCS shall
     provide (i) minimum tower  specifications,  (ii) desired  mounting  height,
     (iii) a description  of the equipment that Bright PCS intends to put on the
     tower, and (iv) any other technical data necessary to permit BTS Company to
     effectively  identify  the  candidate  sites that meet Bright  PCS's needs.
     Bright PCS will provide to BTS Company its system  network  grid,  with the
     established  Search Rings overlaid  thereon.  Bright PCS will, from time to
     time,  assign  Search Rings to BTS Company.  BTS Company  shall provide the
     personnel and facilities which are necessary to locate and lease or license
     existing towers, buildings or other structures by Bright PCS to be used for
     the construction  and installation of Bright PCS's equipment  ("Collocation
     Sites") or  unimproved  real  property  suitable for the  construction  and
     installation of a communications  tower ("Tower") and related facilities by
     BTS Company  ("BTS  Site").  As used  herein,  "Sites"  shall refer to both
     Collocation Sites and BTS Sites,  where  appropriate.  The Site Acquisition


                                       2
<PAGE>
                                        [***] - CONFIDENTIAL TREATMENT REQUESTED

     Services are more  particularly  described in and shall be performed by BTS
     Company in accordance  with the scope of work  attached  hereto as Schedule
     "A"  which  is   incorporated  by  reference   herein  ("Site   Acquisition
     Services").  BTS Company shall be entitled to compensation  from Bright PCS
     for the Site Acquisition Services as set forth on Schedule "C".

          (b) Upon its receipt of a Search Ring  designated  hereunder by Bright
     PCS, BTS Company shall promptly,  diligently and professionally perform the
     Site  Acquisition  Services  with respect to such Search Ring.  BTS Company
     shall  perform  the Site  Acquisition  Services  in  accordance  with  this
     Agreement, including, without limitation, the objectives and procedures set
     forth in Schedule "A" ("Objectives and  Procedures").  Provided that Bright
     PCS does not  materially  increase  BTS  Company's  duties  or  impair  BTS
     Company's  rights  hereunder,  Bright PCS shall have the right from time to
     time upon written  notice to BTS Company to adjust,  modify,  or supplement
     the  Objectives and Procedures and the form of documents to be generated or
     provided by BTS Company pursuant thereto.

          (c) Except as  expressly  authorized  in this  Agreement  or otherwise
     expressly  authorized  by Bright PCS in writing,  BTS Company shall provide
     all labor,  equipment,  material and supplies  necessary or  appropriate to
     perform Site Acquisition  Services. In the event that BTS Company elects to
     subcontract any Site Acquisition Services,  BTS Company shall obtain Bright
     PCS's prior written consent to utilize such  subcontractors,  which consent
     shall not be unreasonably conditioned, delayed or withheld.

          (d) During the performance of Site  Acquisition  Services with respect
     to any  designated  Search  Ring,  BTS Company  shall at all times  apprise
     Bright  PCS of any  expressed  opposition,  protest,  litigation  or  other
     efforts, whether by an individual, group, neighborhood association or other
     organization, to restrict, alter or prohibit the construction, installation
     or operation of any structure,  structures or other  facilities that Bright
     PCS or BTS Company proposes to construct or operate on any Site within such
     Search Ring.

     2.2  WITHDRAWAL  OF SITE.  In the event  Bright  PCS  elects to  withdraw a
Collocation  Site at any  time  or a BTS  Site  pursuant  to the  terms  of this
Agreement, Bright PCS shall give BTS Company notice of such withdrawal and shall
pay BTS Company [***] of the milestone  instrument that would be due if the work
currently in progress was completed,  [***] of the reimbursable costs which were
incurred prior to the date on which BTS Company receives notice of the withdrawn
Site,  and [***] of all other amounts due  hereunder  for work  completed on the
Site as of the date BTS Company  receives  Bright  PCS's  withdrawal  notice and
substitute the withdrawn  Site with an  alternative  site within sixty (60) days
("Alternative Site"), if available.  In the event that a withdrawn Site is a BTS
Site,  Bright  PCS  shall  pay BTS  Company  for Site  Acquisition  Services  in
connection with such Site as set forth in Schedule "C" attached hereto.



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


     2.3 SEARCH RINGS DESIGN. Bright PCS shall have the right at any time in its
sole and absolute  discretion to expand or  reconfigure a previously  designated
Search Ring.  In the event that Bright PCS  redesigns a search ring beyond [***]
miles of an urban or suburban  Site or [***] miles of a rural Site for which BTS
Company has begun but not yet  completed  all Site  Acquisition  Services,  then
Bright  PCS  shall  pay BTS  Company  [***]  for all Site  Acquisition  Services
completed  at the time that the notice of redesign  is received by BTS  Company,
[***] of the  reimbursable  costs which were incurred prior to the date on which
BTS Company receives notice of such  reconfigured  Search Ring, and [***] of the
milestone  installment  that would be due if the work  currently in progress was
completed.  In the event that such Site was a BTS Site, Bright PCS shall pay BTS
Company for such Site Acquisition Services as set forth on Schedule "C". For all
Site Acquisition  Services rendered for the redesigned Search Ring, in the event
that the Site in the redesigned  Search Ring is not a BTS Site, Bright PCS shall
pay BTS Company an additional  [***] of the milestone  installments  due for all
milestone  installments to be performed and [***] of all milestone  installments
to be performed for the first time and [***] of the reimbursable costs which are
incurred.  Bright PCS agrees not to develop  any site within any  redesigned  or
withdrawn  Search  Rings as a tower site and further  agrees not to transfer the
associated Work Product to any third party, including Affiliates.

     2.4 TERM OF SITE ACQUISITION SERVICES AGREEMENT. The term of this Agreement
(the "Site  Acquisition  Term") shall commence on the date of this Agreement and
shall expire on December 31, 2001.

          (a) This Agreement may be terminated as to any particular  Search Ring
     upon written  notice by either party  following the other party's breach of
     an obligation or covenant on such party's part to be performed with respect
     to that Search  Ring,  which  breach is not cured  within  thirty (30) days
     after the breaching party's receipt of written notice;  provided,  however,
     that so long as the defaulting party commenced  appropriate curative action
     within  such thirty (30) day period and  thereafter  diligently  prosecutes
     such cure to  completion  as promptly as possible,  the cure period will be
     extended  until the cure is  completed.  If a party  fails to cure a breach
     within this thirty (30) day period as it may be extended, the party will be
     in default  under this  Agreement  as it applies to the  applicable  Search
     Ring; and

          (b) Neither a termination  nor the expiration of this Agreement  shall
     affect:

               (i) the  term  of the MSA or any  SLA,  as that  term is  defined
          herein,  which has been entered into by the parties  prior to the date
          of termination of this  Agreement,  which shall continue in accordance
          with its terms and conditions;

               (ii) the terms of this  Agreement that apply to any SLA which has
          been entered into by the parties prior to the date of  termination  of
          this Agreement;

               (iii) any duties or obligations  for payment or performance  that
          are or become  owing  hereunder  prior to the  effective  date of such
          termination;

               (iv) the terms of this  Agreement  that apply to any Search  Ring
          which was issued prior to the date of termination  of this  Agreement;
          or



                                       4
<PAGE>
                                        [***] - CONFIDENTIAL TREATMENT REQUESTED


               (v) any other duties or obligations  that  expressly  survive the
          termination or expiration hereof.

          (c) A default regarding one Search Ring shall not constitute a default
     under this Agreement;  however, a default under the greater of [***] Search
     Rings; or [***] or more of the Search Rings which have been issued pursuant
     to this Agreement, shall constitute a default under every Search Ring and a
     default under this  Agreement.  In the event of such a default,  Bright PCS
     shall be entitled to terminate  the services of BTS Company and complete or
     engage a third party to complete BTS Company's  responsibilities under this
     Agreement pursuant to the Plans and Specifications (as hereinafter defined)
     provided by BTS Company.  In such event,  Bright PCS shall convey the Tower
     Facilities  (as  hereinafter  defined) and any site  development  materials
     including ground leases and title,  environmental and geotechnical  reports
     to BTS Company upon completion,  lien free, and BTS Company shall reimburse
     Bright PCS for the reasonable costs of completing its  responsibilities and
     pay Bright PCS the applicable  site  development  fee set forth in the Site
     Development Agreement (as hereinafter defined).

     2.5 GROUND LEASES.  The acquisition of BTS Sites by BTS Company pursuant to
this Agreement  shall be accomplished  using a lease agreement in  substantially
the same form as the  Option and Lease  Agreement  which is  attached  hereto as
Exhibit "B" (hereafter the "Ground Lease").  In no event shall BTS Company agree
to material  modifications  to the  provisions  set forth in paragraph 35 of the
Ground Lease without  Bright PCS's prior written  approval.  The  acquisition of
Collocation   Sites  by  BTS  Company   pursuant  to  this  Agreement  shall  be
accomplished  using a lease  agreement  which  Bright  PCS shall  provide to BTS
Company  or on such other form  which  Bright PCS may,  in its sole  discretion,
approve.

     2.6.  ACCEPTANCE AND REJECTION OF COLLOCATION SITES.  Bright PCS may at any
time  in its  sole  and  absolute  discretion  accept  or  reject  any  proposed
Collocation  Site.  Without limiting the foregoing,  Bright PCS may withdraw its
prior acceptance of a Collocation Site and thereby reject such Collocation Site.
A withdrawal or a rejection by Bright PCS of a Collocation Site shall not affect
its  obligation  for  fees  earned  through  the  date of  termination  for Site
Acquisition Services as more particularly described in Section 2.2.

     2.7 ACCEPTANCE AND REJECTION OF BTS SITES; EXECUTION AND DELIVERY OF SLAS

          (a) A BTS Site  shall be  deemed to be an  accepted  BTS Site from and
     after the date that the Candidate  Site which  corresponds  to the BTS Site
     has been  approved by Bright PCS pursuant to Section 2(a) of Schedule A and
     shall  continue to be deemed an accepted  BTS Site unless and until  Bright
     PCS rejects the BTS Site pursuant to Section 2.7(b) hereof.

          (b)  Bright PCS may at any time prior to the  parties'  execution  and
     delivery  of an SLA  corresponding  thereto,  and in Bright  PCS's sole and
     absolute discretion, reject any BTS Site. In the case of a BTS Site that is
     accepted by Bright PCS, the following shall apply:



                                       5
<PAGE>

               (i)  BTS  Company  shall  continue  the  diligent,  thorough  and
          professional  prosecution of Site Acquisition  Services (including the
          completion of Ground Lease negotiations and required zoning,  land use
          and  permitting   matters)   necessary  for  the   construction  of  a
          communications  tower  and  related  facilities  consistent  with  the
          criteria theretofore identified by Bright PCS;

               (ii) Subject to Section 2.7(b)(iii) below, BTS Company and Bright
          PCS  shall  prepare  and  finalize  the  SLA  (and  exhibits  thereto)
          applicable to such BTS Site;

               (iii) Within thirty (30) days following BTS Company's  receipt of
          all necessary zoning or other land use permits or approvals applicable
          to the  improvements  to be constructed by BTS Company on the BTS Site
          and the completion of Site Acquisition Services in accordance with the
          Objectives and Procedures,  but subject to Section  2.7(b)(iv)  below,
          Bright  PCS  and  BTS  Company  shall  execute  and  deliver  the  SLA
          applicable thereto.  Unless Bright PCS rejects the applicable BTS Site
          within  thirty  (30)  days  following  notice  by BTS  Company  of BTS
          Company's receipt of all necessary zoning or other land use permits or
          approvals applicable to the landlord improvements to be constructed by
          BTS  Company  on the BTS Site  and BTS  Company's  completion  of Site
          Acquisition Services in accordance with the Objectives and Procedures,
          BTS Company shall be  unconditionally  obligated to enter into the SLA
          with  respect  thereto  upon  receipt  of the  foregoing  permits  and
          approvals,  and shall thereafter perform its obligations thereunder in
          accordance  with  the  SLA and  this  Agreement.  Notwithstanding  any
          provision of this Agreement to the contrary,  in the event that Bright
          PCS neither  accepts  nor  rejects the BTS Site within  thirty days as
          provided herein, BTS Company may, at BTS Company's sole option, either
          (1) deem the BTS Site  approved  (in which event BTS Company  shall be
          entitled to compel Bright PCS to execute a SLA with respect to the BTS
          Site) or (2) deem the BTS Site to be denied and make  demand on Bright
          PCS for payment of the fees earned for Site Acquisition Services.

               (iv) Bright PCS may in its sole and absolute  discretion withdraw
          its prior  acceptance of a BTS Site, and thereby reject said BTS Site,
          at any time prior to the BTS Company  parties'  execution and delivery
          of the SLA for such BTS Site.

          (c) In the event of a rejection by Bright PCS of a BTS Site, including
     a rejection after a prior acceptance  thereof as described above in Section
     2.7(b) hereof,  Bright PCS's only obligation for such BTS Site shall be for
     the payment of Site Acquisition  Services  incurred prior to such rejection
     with respect to the Search Ring containing such BTS Site in accordance with
     Section  2.2. In such event,  Bright PCS agrees not to develop the rejected
     BTS Site as a tower site and further  agrees not to transfer the associated
     Work Product to any third party, including Affiliates.



                                       6
<PAGE>

          (d) In the  event of a  rejection  by Bright  PCS of a BTS  Site,  BTS
     Company may elect to forego the  compensation  set forth in Section 2.2 and
     retain the Work  Product.  In such event,  Bright PCS shall have the right,
     but  not  the  obligation,  for a  period  of one (1)  year  following  the
     construction  of a tower on such  Site to enter  into an SLA for such  Site
     pursuant to the MSA as if such Site were  constructed  as an  accepted  BTS
     Site.

          (e) This  Section  2.7 shall not be  deemed to limit or  restrict  any
     rights of  termination  of an SLA as expressly  set forth  therein.  Bright
     PCS's  rights of  rejection  with  respect to a BTS Site  contained in this
     Section  2.7  shall  be in  addition  to,  and  not in  lieu  of,  any  SLA
     termination rights.

          (f) In the event that BTS Company's due diligence  investigation  of a
     BTS Site  reveals  any  defect in such Site  which BTS  Company  reasonably
     believes would materially  adversely affect BTS Company's  multi-tenant use
     or  ownership  of such Site,  BTS Company  shall be entitled to reject such
     Site upon notice to Bright  PCS.  In such event,  Bright PCS shall have the
     right to designate another candidate site as the preferred  candidate.  BTS
     Company shall bear all costs  associated with Site  Acquisition  Activities
     and all costs associated with the due diligence investigation,  zoning, and
     permitting of such Site.

     2.8 CONTINUED  PERFORMANCE  OF SITE  ACQUISITION  SERVICES  FOLLOWING  SITE
ACCEPTANCE OR REJECTION.  Unless  otherwise  notified by Bright PCS, BTS Company
shall:

          (a) Following Bright PCS's acceptance of any Site, continue to perform
     Site Acquisition  Services with respect to such accepted Site in accordance
     with this  Agreement,  including,  without  limitation,  the Objectives and
     Procedures; and

          (b)  Following  Bright  PCS's  rejection  of  any  Site  (including  a
     rejection after Bright PCS's prior acceptance thereof), continue to perform
     Site  Acquisition  Services  with  respect  to the Search  Ring  pertaining
     thereto (including a modified Search Ring as described above in Section 2.3
     hereof) in  accordance  with the terms and  conditions  of this  Agreement,
     including, without limitation, the Objectives and Procedures.

     2.9 NO CONFLICTING OBLIGATIONS.

          (a)  Neither  BTS  Company  nor any  Affiliate  of BTS  Company  shall
     hereafter  during  the Site  Acquisition  Term  enter  into any  agreement,
     contract  or other  arrangement  with any  Competitor  other  than  Horizon
     Personal  Communications  Services,  Inc. For  purposes of this  Agreement,
     "Competitor"  shall mean an entity whose business includes the provision of
     wireless  telecommunications  services to the public  pursuant to which BTS
     Company or any  Affiliate of BTS Company  agrees to provide to or on behalf
     of such  Competitor site  acquisition  services that: (i) may result in the
     leasing  (or  other  acquisition)  of real  property  and the  construction
     thereon by BTS  Company  or such  Affiliate  of a  wireless  communications


                                       7
<PAGE>

     facility designed to meet such Competitor's  specifications and (ii) affect
     or may affect any real property  located  within a Search Ring. BTS Company
     shall provide to Bright PCS during the Site  Acquisition Term BTS Company's
     primary duty of loyalty and  professionalism  in the performance within the
     geographic area of Site Acquisition  Services hereunder.  BTS Company shall
     not perform, or undertake to perform, any services that would conflict with
     BTS Company's loyal,  professional  and diligent  performance of its duties
     hereunder.  The foregoing provisions of this Section 2.9(a) shall not apply
     if BTS  Company  notifies  Bright PCS of a  preexisting  conflict  upon BTS
     Company's  receipt  of a Search  Ring,  nor will it apply to a Search  Ring
     after BTS  Company  has  completed  construction  of a BTS Site within such
     Search Ring.

          (b) In the course of performing Site Acquisition Services or otherwise
     in conducting its activities under or with respect to this Agreement or any
     SLA,  BTS  Company  shall  not  publish  or  distribute  any  materials  or
     documentation  using Bright PCS's name without  Bright PCS's  express prior
     written permission  specifically  relating to such use; provided,  however,
     that BTS  Company  shall be  entitled  to utilize  Bright  PCS's name where
     reasonably necessary to facilitate zoning and other governmental approvals.

     2.10  COMPLIANCE  WITH LAWS.  BTS Company  represents  and warrants that it
shall:  (a) comply  with all  federal,  state and local  laws,  regulations  and
ordinances with respect to its performance of the Site Acquisition Services; (b)
file all reports  relating to the Site  Acquisition  Services and required under
applicable law (including,  without limitation, tax returns); (c) pay all filing
fees and federal,  state and local taxes applicable to BTS Company's business as
the same shall become due; and (d) pay all amounts  required under local,  state
and federal workers' compensation,  disability benefit,  unemployment insurance,
and other  employee  benefit laws and  regulations  when due. BTS Company  shall
provide Bright PCS with such documents and other supporting  materials as Bright
PCS may reasonably request to evidence BTS Company's continuing  compliance with
this Section 2.10.

     2.11  INSURANCE.  BTS Company and Bright PCS shall each maintain in effect,
without interruption, on an annual basis, during the term of this Agreement, the
following insurance policies:

          (a) Commercial  General Liability (Bodily Injury and Property Damage).
     Insurance  coverage with  endorsement  evidencing  coverage for contractual
     liability. The limits of this insurance shall not be less than:

               (i) Each Occurrence Limit $1,000,000

               (ii) General Aggregate Limit $2,000,000

          (b)  Comprehensive   Automobile   Liability   insurance  covering  the
     ownership,  operation and maintenance of allowed, non-owed, and hired motor
     vehicles, in limits not less than $1,000,000 for bodily injury and property
     damage per occurrence.

          (c)  Worker's   Compensation   Insurance  with  statutory  limits  and
     Employer's  Liability Insurance with limits of not less than $1,000,000 for
     each accident.



                                       8
<PAGE>

          (d)  Professional  Liability  (errors and omissions)  insurance of not
     less than  $1,000,000  for each  occurrence,  with  endorsement  evidencing
     coverage for contractual liability.

          (e) All foregoing  insurance  shall  provide for an effective  date no
     later than the Effective Date of this Agreement. Bright PCS and BTS Company
     agrees to maintain  such  coverage  in effect  without  interruption  on an
     annual basis for so long as this  Agreement is in effect.  Bright PCS shall
     be included as an additional  insured on BTS Company's  Commercial  General
     Liability  insurance,  and BTS Company  shall be included as an  additional
     insured on Bright PCS's Commercial General Liability insurance.  Bright PCS
     and BTS Company agree to obtain such insurance from  nationally  recognized
     carriers at commercially  reasonable rates.  Bright PCS's and BTS Company's
     obligations under this Agreement, including its indemnification obligations
     under  Section  2.12,  will not be affected by  obtaining or the failure to
     obtain any insurance coverage required under this Section 2.11.

          (f)  Bright PCS and BTS  Company  shall  each  provide  the other with
     Certificates  of Insurance from its insurance  agent or broker or insurance
     company evidencing the above coverage and limits.

          (g) All insurance  policies required to be maintained  hereunder shall
     be issued  by  companies  that hold a current  rating of not less than "A",
     according to Best Key Rating Guide,  unless this  requirement  is expressly
     waived in writing by the other party.

     2.12   INDEMNIFICATION.   The  following   indemnities  shall  survive  the
expiration or termination of this Agreement:

          (a) By Bright PCS.  Bright PCS shall  indemnify  and hold harmless BTS
     Company, its Affiliates,  directors,  officers,  shareholders,  agents, and
     employees thereof from and against any fine,  penalty,  loss, cost, damage,
     injury,   claim,   expense   (including   reasonable   attorney  and  other
     professional  fees and costs and all reasonable  fees and costs  associated
     with enforcing this indemnification),  or liability incurred by BTS Company
     as the result of any act, error,  omission,  non-performance by negligence,
     or wrongful act of Bright PCS arising  directly out of the  performance  of
     this  Agreement,  including  any  election by Bright PCS to pursue  certain
     rights under this Agreement.

          (b) By BTS Company.  BTS Company  shall  indemnify  and hold  harmless
     Bright PCS, its Affiliates, directors, officers, shareholders,  agents, and
     employees thereof from and against any fine,  penalty,  loss, cost, damage,
     injury,   claim,   expense   (including   reasonable   attorney  and  other
     professional  fees and costs and all reasonable  fees and costs  associated
     with enforcing this  indemnification),  or liability incurred by Bright PCS
     as the result of any act, error,  omission,  non-performance by negligence,
     or wrongful act of BTS Company  arising  directly out of the performance of
     this  Agreement,  including  any election by BTS Company to pursue  certain
     rights under this Agreement.



                                       9
<PAGE>

          (c) Notwithstanding anything to the contrary contained in this Section
     2.12,  the indemnity  obligations  of either party hereto will not apply to
     any injury, loss, damage, liability, penalty or obligation (or any claim in
     respect of the  foregoing)  resulting  from the  negligence or  intentional
     misconduct of the other party hereto or such of such other party's  agents,
     employees  or  contractors.  To the fullest  extent  permitted  by law, all
     claims  against  the other  party for lost  profits  or  earnings  or other
     indirect or consequential  damages  otherwise  recoverable under applicable
     law as a result of the breach of this  Agreement or  otherwise  pursuant to
     the  foregoing  indemnity,  provisions  are hereby  waived by the aggrieved
     party.

     2.13 ASSIGNMENT AND SUBLEASING.  BTS Company may not assign this Agreement,
in whole or in part,  without  Bright  PCS's  prior  written  consent  except as
collateral in connection with BTS Company's financing. BTS Company may, however,
subject to the terms of the MSA, sublease any particular Site to another entity.
Bright  PCS may assign  all or a portion  of its  rights  hereunder  to: (a) any
corporation resulting from any merger,  consolidation or other reorganization to
which Bright PCS is a party;  (b) any corporation,  partnership,  association or
other  person to which  Bright PCS  transfers  all or  substantially  all of the
assets and business of Bright PCS existing at such time; or (c) any Affiliate of
Bright PCS; provided,  however,  that in the event of an assignment,  Bright PCS
shall remain liable for its obligations hereunder.  All the terms and provisions
of this  Agreement  shall be  binding  upon and inure to the  benefit  of and be
enforceable by the parties hereto and their respective  successors and permitted
assigns.

             III. CONSTRUCTION, CONSTRUCTION MANAGEMENT AND PROGRAM
                               MANAGEMENT SERVICES

     3.1 CONSTRUCTION AND CONSTRUCTION MANAGEMENT. BTS Company shall perform the
services  set forth on  Schedule  "B"  attached  hereto  (all of which  shall be
hereinafter referred to collectively as the "Construction  Management Services")
for Bright PCS, for each site chosen  within each of the Search Rings  assigned.
All sites for which BTS Company will perform  Construction  Management  Services
shall hereinafter be referred to as the "CMS Sites."

     3.2 PROGRAM MANAGEMENT SERVICES.  In connection with, and as a tracking and
indexing  mechanism  for its  provision  of Site  Acquisition  and  Construction
Management  Services  pursuant to this  Agreement,  BTS Company  shall  develop,
implement and maintain a deployment  plan which tracks all  activities and costs
associated with the performance of Site  Acquisition  Services and  Construction
Management Services for each Site in accordance with the following procedures:

          (a) BTS  Company  shall  develop  and  implement  a quality  assurance
     program  which  ensures that all  activities  are performed to such quality
     standards as may be established from time to time by Sprint Spectrum, L.P.

          (b) BTS Company shall develop and  implement  comprehensive  reporting
     mechanisms so that detailed site progress is tracked on a weekly basis, and
     complete  reports  are  provided  when  required  by Bright  PCS,  not less
     frequently than once per week.



                                       10
<PAGE>

          (c) BTS Company  shall develop and  implement a  comprehensive  filing
     system that ensures that all relevant  site  information  is organized  and
     available.  BTS  Company  shall  seek  to  use  electronic  means  whenever
     available.  BTS Company  shall ensure the  physical  security of the filing
     system.

          (d) BTS Company  shall manage and  coordinate  interaction  among site
     acquisition construction, management, and the A&E firm.

          (e) BTS Company shall manage and coordinate  interactions  between the
     infrastructure   development   staff  (site  acquisition  and  construction
     management) and other disciplines  involved in the system deployment (e.g.,
     RF engineering, network engineering, marketing).

        IV. DESIGN AND CONSTRUCTION OF WIRELESS COMMUNICATIONS FACILITIES

     4.1 APPROVAL OF PLANS AND SPECIFICATIONS.  BTS Company shall be responsible
for constructing the tower platforms,  ice bridges,  towers, fencing,  grounding
systems,  power and telephone  connections to a central demarcation point within
the tower compound,  and a concrete  equipment pad as specified by site diagrams
for Bright PCS's equipment and battery back-up ("Tower Facilities"). BTS Company
shall  prepare  and  deliver  to Bright  PCS for its  approval  three  copies of
prototype,    standard   plans   ("Plans")   and   construction   specifications
("Specifications") for the construction of prototype Tower Facilities. The Plans
and  Specifications  shall be  delivered  to Bright PCS at least  fourteen  (14)
business days prior to obtaining the building permit on a Site.  Within ten (10)
days after  receipt  of the Plans and  Specifications,  Bright PCS shall  either
approve such Plans and Specifications or deliver to BTS Company detailed written
objections  thereto.  Bright PCS shall approve the Plans and  Specifications  if
they meet the minimum specifications set forth by Bright PCS in its Search Ring;
provided,  however,  that  Bright PCS shall not be required to approve the Plans
and Specifications if BTS Company's Plans and  Specifications  contemplate tower
height or loading in excess of what was contemplated in Bright PCS's Search Ring
minimum  specifications,  and such excess  would  cause a material  delay in BTS
Company  obtaining  governmental  approvals with respect to the applicable Site,
and such delay would materially delay Bright PCS's anticipated installation date
for its Equipment (as hereinafter defined) on such Site.

     4.2 CHANGE  ORDERS.  Bright  PCS shall  have the right to issue  reasonable
change  orders to BTS Company on any given Site  provided  that such changes are
tendered to BTS Company in writing  thirty (30) days prior to the  submittal  of
the applicable  building permit  application for the Tower  Facilities which are
affected  by the change  order and  further  provided  that  Bright PCS pays the
increase in the cost of  construction  of the Tower  Facilities  attributable to
such change orders.

     4.3 DEFINITION OF CONSTRUCTION  COSTS. As used herein,  Construction  Costs
shall mean those costs which are the  responsibility  of BTS Company  under this
Agreement  and which shall  include the costs of materials and labor used in the
construction  of  the  Tower  Facilities,   payments  made  to  contractors  and
subcontractors  performing  construction  work  in  connection  with  the  Tower


                                       11
<PAGE>
                                        [***] - CONFIDENTIAL TREATMENT REQUESTED

Facilities including but not limited to the cost of materials,  labor,  expenses
associated  with the lease of equipment  used in  construction,  the cost of any
tower  lighting  system,  the cost of all site work required for the property or
the easement, the cost incurred in extending utilities to the Property including
the cost incurred in obtaining  any grants of easements  for ingress,  egress or
utilities over real property,  owned by persons or entities other than the prime
lessor,  supplies,  reasonable  travel  expenses,  cost of overhead  incurred by
contractors in the  performance of this  Agreement,  fees for building  permits,
licenses and inspections, fees or assessments imposed by local, state or federal
governmental  entities  including but not limited to the FCC and FAA,  insurance
premiums paid by BTS Company during the construction period,  recording fees and
filing fees, fees and payments on construction,  interim or permanent financing,
mortgage brokerage fees, fees of engineers, surveyors, architects, attorneys and
others providing professional services,  brokerage commissions, and premiums for
contractor's  faithful  performance and or mechanic's lien bonds  ("Construction
Costs"). Construction Costs shall not include the cost of Bright PCS's Equipment
(as used herein,  "Bright PCS's  Equipment"  shall mean all antennas,  microwave
antennas,  hardware and lines, GPS antennas,  hardware and lines, coaxial cable,
jumpers,  connectors,   waterproof  kits,  hoisting  grips,  mounting  brackets,
generators,  battery  backup kits,  BTS equipment and BTS mounting  platforms or
equipment) or any costs  associated  with the delivery or installation of Bright
PCS's Equipment.  Bright PCS shall be solely  responsible for purchasing  Bright
PCS's Equipment, the delivery and installation of Bright PCS's Equipment and the
costs associated with these goods and services.

     4.4  COVENANT TO  CONSTRUCT.  BTS Company  shall act with due  diligence to
construct  the Tower  Facilities  at minimum in  accordance  with  Bright  PCS's
minimum  specifications.  BTS  Company  shall use due  diligence  to obtain  all
necessary  permits and  approval of the Plans from all  applicable  governmental
agencies.  BTS  Company  will  install  Bright  PCS's  Equipment  to agreed upon
specifications,  perform sweep tests and document  results  meeting or exceeding
Bright  PCS's  standards  and set  Bright  PCS's BTS  equipment  and  connect to
grounding system and provide  resistance to ground tests yielding 5 ohms or less
for a fee which is defined in Schedule "C" of this Agreement.  BTS Company shall
provide   conduit  for  electrical  and  telephone   connections   from  central
demarcation  point to Bright PCS's BTS Equipment  location and will pull coaxial
cables into the "doghouse" and install jumpers.  Bright PCS shall be responsible
for  connecting  power,  telephone and coaxial cable jumpers to Bright PCS's BTS
equipment.  BTS Company will provide  warehouse space for storage and staging of
Bright PCS and BTS Company's Equipment.

     4.5.  COMMENCEMENT OF  CONSTRUCTION.  BTS Company shall make reasonable and
diligent  efforts to complete the  construction of an individual  Tower Facility
within  sixty (60) days after Bright PCS executes an SLA for the Site upon which
the Tower Facilities are to be constructed. BTS Company shall have no obligation
to commence construction of the Tower Facility at a Site unless and until an SLA
has been  properly  executed by Bright PCS for that Site.  In the event that BTS
Company  reasonably  anticipates  that the  construction  of a particular  Tower
Facility at a Site cannot be completed within sixty (60) days after execution of
an SLA,  BTS Company  and Bright PCS shall act  reasonably  in agreeing  upon an
alternate number of days which will be required to complete construction. In the
event that BTS Company fails to complete the  construction of any Tower Facility
within  thirty  (30)  days of the date on which  such Site was  scheduled  to be
completed (as such scheduled  completion date may have been extended pursuant to
the  previous  sentence),  BTS  Company  shall pay to Bright  PCS as  liquidated
damages the sum of [***] for each day on which the Tower  Facility  has not been


                                       12
<PAGE>

completed after the scheduled completion date (as such scheduled completion date
may have been  extended  pursuant to the previous  sentence)  unless  Bright PCS
elects to terminate this Agreement pursuant to Section 2.4(c) in which event the
liquidated  damages  provided for herein shall cease to accrue on the  effective
date of such  termination.  Except as provided in Section 2.4(c)  herein,  these
liquidated  damages  shall be Bright  PCS's sole  remedy,  in the event that BTS
Company fails to meet such construction deadline.

     4.6. MANNER OF CONSTRUCTION.  BTS Company  represents,  warrants and agrees
that the Tower Facilities shall be constructed in a good and workmanlike  manner
and at a minimum in accordance with Bright PCS's minimum  specifications and all
applicable federal, state and local laws, ordinances, rules and regulations. BTS
Company  warrants to Bright PCS that all materials  furnished in connection with
the construction of the Tower Facilities will be new unless otherwise specified,
and that such  construction  will be of good quality in accordance with industry
standards, free from faults and patent defects. The warranties contained in this
Section 4.6 shall run for a period of six (6) months  from the SLA  Commencement
Date, as defined in the MSA.

     4.7. NO LIENS.  BTS  Company  shall keep the Tower  Facilities  free of all
liens  and  claims  arising  out  of  or  related  to  the  performance  of  the
construction,  all liens and claims of any contractor,  subcontractor,  laborer,
mechanic or materialman for labor  performed or material  finished in connection
with the performance of the construction. In the event any such lien is recorded
against  the Site,  the BTS  Company  shall,  within  thirty (30) days after its
receipt of notice that such a lien has been recorded,  either (a) have such lien
released of record,  or (b) deliver to Bright PCS a bond,  in form,  content and
amount,  and  issued  by  a  surety,  reasonably  satisfactory  to  Bright  PCS,
indemnifying  Bright PCS against all costs and  liabilities  resulting from such
lien.

     4.8. NOTIFICATION OF COMPLETION. BTS Company shall notify Bright PCS of (i)
the expected date for  substantial  completion of the Tower  Facilities at least
fifteen (15) days before that date, and (ii) the date when the Tower  Facilities
have been  substantially  completed  ("Notice of Completion").  Within three (3)
business  days after the Notice of  Completion,  Bright PCS shall deliver to BTS
Company a list of items ("Punch List") that Bright PCS deems necessary, that BTS
Company complete or correct in order for the Tower Facilities to be completed in
accordance with Bright PCS's minimum  specifications  for the applicable  Search
Ring.  The Tower  Facilities  shall be deemed  accepted by Bright PCS if a Punch
List is not received by BTS Company  within three (3) business  days of the date
of Notice of  Completion.  In the event that Bright PCS delivers a Punch List to
BTS  Company,  the  notification  process  set  forth in this  section  shall be
iterated  until the Tower  Facilities  have been  completed in  accordance  with
Bright  PCS's  minimum  specifications  for the  applicable  Search Ring and any
approved Change Orders.




                                       13
<PAGE>

                  V. REPRESENTATIONS, WARRANTIES AND COVENANTS

     5.1 MUTUAL REPRESENTATIONS, WARRANTIES AND COVENANTS. Each party represents
and warrants to the other party,  which  representations  and  warranties  shall
continue for the term of the Agreement and the  consummation of the transactions
herein contemplated, that:

          (a) it has full power and  authority to execute and perform  under the
     Agreement;

          (b) the execution, delivery and performance of the Agreement have been
     duly  authorized by all necessary  action on the part of such party and the
     Agreement is binding and enforceable  against such party in accordance with
     its terms.

     The parties  covenant and agree to use their best efforts to cooperate with
each  other  in the  performance  of  their  respective  obligations  under  the
Agreement, and to take no action that will interfere with the performance by the
other party of such obligations.

     5.2 BTS COMPANY'S REPRESENTATIONS, WARRANTIES, AND COVENANTS.

          (a) BTS Company is a corporation duly organized, validly existing, and
     in good standing under the laws of the State of Florida and that, as of the
     Effective  Date,  it is qualified to do business in and is in good standing
     under the laws of the following  states:  Ohio,  Kentucky,  West  Virginia,
     Tennessee.

          (b) BTS  Company  warrants  it  shall  perform  the  Site  Acquisition
     Services in  accordance  with the current  standards of care and  diligence
     normally practiced by recognized firms in performing  services of a similar
     nature. If, during the six (6) month period following the completion of any
     of the  Site  Acquisition  Services,  Bright  PCS  observes  that  the Site
     Acquisition  Services or a portion of the Site  Acquisition  Services  were
     incompletely or incorrectly  performed and notifies BTS Company of the same
     within that period,  BTS Company  shall  promptly  complete or correct such
     Site Acquisition Services without cost or expense to Bright PCS.

          (c) BTS  Company  shall  comply  with  all  local,  municipal,  state,
     federal, and governmental laws, orders,  codes, and regulations  applicable
     to BTS Company's  provision of Site Acquisition  Services.  BTS Company has
     all necessary  licenses to perform the Site Acquisition  Services and shall
     provide copies of same to Bright PCS.

     5.3 BRIGHT PCS'S REPRESENTATIONS, WARRANTIES AND COVENANTS.

          (a) Bright PCS represents and warrants that all  information  which it
     shall provide to BTS Company in connection  with BTS Company's  performance
     of Site  Acquisition  Services  hereunder shall be true and complete in all
     material respects.

          (b) Bright PCS covenants that, in a timely  fashion,  it shall provide
     all information which BTS Company reasonably requests, not otherwise freely


                                       14
<PAGE>
                                        [***] - CONFIDENTIAL TREATMENT REQUESTED

     available to BTS Company,  deemed  necessary or desirable by BTS Company in
     the course of its provision of the Site  Acquisition  Services,  including,
     but not limited to,  information  to be  supplied  in  connection  with the
     zoning, permitting or construction process.

          (c) Bright PCS is a limited liability company duly organized,  validly
     existing and in good standing under the laws of the State of Ohio and as of
     the  Effective  Date,  it is  qualified  to do  business  in and is in good
     standing  under the laws of the  following  states:  Ohio,  Kentucky,  West
     Virginia, Tennessee.

          (d)  Notwithstanding  anything  to  the  contrary  contained  in  this
     Agreement, the terms of this Agreement shall apply only to Region 1. Bright
     PCS  represents  and  warrants  that  Bright PCS shall not issue any Search
     Rings to any  entity  during  the  Site  Acquisition  Term in  Region 2 (as
     defined in the MSA).  This Agreement 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
     exclusivity provisions of Section 1.7, except that (i) the Rent (as defined
     in the MSA) for BTS Sites  within such Region 2 Search Rings shall be [***]
     a month  subject to a three percent (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 [***]  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.

     5.4 CONFIDENTIAL INFORMATION.

          (a) USE OF CONFIDENTIAL INFORMATION. In order to permit the parties to
     perform their respective obligations under this Agreement,  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 Agreement  shall  constitute  "Confidential  Information."  Each party
     shall use all Confidential Information solely for the purpose of performing
     its obligations  under this Agreement.  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.  BTS  Company  agrees  not to  disclose  any of  Bright  PCS's
     Confidential  Information or any  information  pertaining to the Sites to a
     competitor  of Bright  PCS.  Bright PCS agrees not to  disclose  any of BTS
     Company's  Confidential  Information or any  information  pertaining to the
     Sites to a competitor of BTS Company.

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

               (i) Confidential Information which is made public by either party
          while  performing  under  this  Agreement  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;



                                       15
<PAGE>

               (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 BTS Company;

               (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  party 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.

          (c)  MARKETING  OF  SITES.   Notwithstanding  the  foregoing,  nothing
     contained  herein shall be construed to prevent BTS Company from  marketing
     space on the Tower  Facilities to be constructed on a particular Site after
     the Ground Lease has been executed by the ground lessor and BTS Company.

             VI. OWNERSHIP OF WORK PRODUCT AND INTELLECTUAL PROPERTY

     6.1  OWNERSHIP OF WORK  PRODUCT.  BTS Company  shall  promptly  disclose to
Bright PCS all written work product  generated in the course of performing  Site
Acquisition  Services  and all facts  respecting  such work  product  (the "Work
Product").  To the extent that Bright PCS pays BTS Company for the Work Product,
BTS Company hereby assigns to Bright PCS all of BTS Company's  right,  title and
interest in Work  Product,  including  without  limitation  all  engineering  or
architectural drawings and specifications developed by BTS Company in connection
with the Site Acquisition Services and all intellectual property rights embodied
therein.  In  addition,  to the extent  that Bright PCS pays BTS Company for the
corresponding Work Product, all inventions,  discoveries, and other intellectual
properties, whether or not patentable, that are conceived or reduced to practice
by BTS Company in connection with the Site  Acquisition  Services,  are the sole
property of Bright PCS, and BTS Company hereby fully and forever assigns same to
Bright PCS.



                                       16
<PAGE>

     In  addition,  to the  extent  that  Bright  PCS pays BTS  Company  for the
corresponding work product, all materials that BTS Company develops and delivers
to Bright PCS pursuant to this  Agreement  shall  become the sole and  exclusive
property of Bright PCS  without  limitation.  BTS Company  agrees to execute all
documents and to take all steps that Bright PCS deems  necessary or desirable to
protect Bright PCS's ownership and property rights of these materials.

     No  Implied  Rights or  Licenses.  Except  as  provided  elsewhere  in this
Agreement,   no  rights  or  licenses  to  the  Work  Product  or  Bright  PCS's
Confidential Information or to trademarks,  inventions,  copyrights,  or patents
embodied therein are implied or granted under this Agreement.

     6.2 OWNER'S RIGHT TO COMPLETE WORK. If BTS Company  defaults or neglects to
carry out any of its obligations,  or takes any action,  or omits to do anything
which  endangers  safety,  or risks  damage or injury to persons or property and
fails within a five (5) day period after receipt of reasonable  detailed written
notice from Bright PCS not to commence and continue  correction  of such default
or neglect with diligence and promptness,  Bright PCS may correct all such work,
omissions,  or  deficiencies,  and Bright PCS shall be entitled to recover costs
and expenses,  including reasonable attorneys' fees, pertaining thereto from BTS
Company.  This remedy  provided for in this Section 6.2 shall be in addition to,
and not in lieu of any other right or remedy which may be afforded to Bright PCS
herein or under applicable law.

                             VII. DISPUTE RESOLUTION

     7.1 ARBITRATION  PROCEDURE.  If the parties in this Agreement are unable to
resolve any dispute arising out of or relating to this Agreement,  either party,
may refer such  dispute for  resolution  by final and binding  arbitration.  The
party  submitting  a dispute to  arbitration  shall give notice  thereof to each
other party to such dispute and to the  President  of the  American  Arbitration
Association,  who shall  select an  arbitrator  (the  "Arbitrator")  who (i) has
expertise and at least five years'  experience in matters directly involved with
the type of services to be performed under this Agreement in the geographic area
in which the  obligations  hereunder are to be performed,  (ii) certifies to all
parties  that  he/she is  independent  of the parties to the dispute and will be
able to render an impartial decision,  and (iii) agrees to proceed in accordance
with the applicable provisions of this Section 7.1.

     The Arbitrator shall hold one or more hearings to begin within fifteen (15)
days of his/her  selection,  shall furnish a written decision within  forty-five
(45) days of his/her selection,  and shall provide an opinion  demonstrating the
basis for such decision.  The Arbitrator may also attempt to mediate the dispute
between parties if requested to do so by both of the parties.

     The  parties  hereto  agree  to  exchange  promptly  any and  all  relevant
documentation as the Arbitrator may order. All arbitration proceedings hereunder
shall be  conducted  in private,  and each party  hereby  agrees to maintain the
confidentiality  of the enforcement of the award.  All  arbitration  hearings or
mediation sessions are to be held in the Chillicothe, Ohio area unless otherwise
agreed  by the  parties,  and  arbitration  hearings  need not be  conducted  in
accordance with formal rules of evidence.



                                       17
<PAGE>

     The Arbitrator may determine the procedure for hearings which may, but need
not,  include  (a) direct  testimony  of  witnesses;  (b)  cross-examination  of
witnesses; (c) submission of sworn statement or affidavits; (d) consideration of
relevant documents;  and (e) consideration of other matters which the Arbitrator
considers to be helpful in making his/her decision.

     7.2  COST  OF  ARBITRATION.   The  Arbitrator's  fees  and  other  expenses
associated with  arbitration  shall be borne equally by the parties,  unless the
Arbitrator finds that the position of one party is frivolous or unreasonable, in
which case the  Arbitrator  may require the offending  party to pay all fees and
expenses (or some disproportionate amount) associated with the arbitration.

     7.3 CONTINUED  PERFORMANCE.  At all times during the course of  arbitration
proceedings,  the  parties  shall  continue  in  good  faith  to  perform  their
respective obligations under this Agreement,  to the extent such obligations are
not in dispute. If a disputed issue is impeding continued  performance by either
party,  the  Arbitrator  may adopt an expected  schedule  upon request of either
party.  Notwithstanding the foregoing,  should BTS Company not be paid in timely
fashion  for any Site  Acquisition  Service  not  disputed  and not  subject  to
arbitration  proceedings,  BTS Company may suspend its  performance of such Site
Acquisition Service.

     7.4 AWARD  ENFORCEMENT.  The arbitrator  may award monetary  damages and/or
make a  binding  order,  and the  parties  hereby  agree  that an  award  of the
Arbitrator  hereunder  may be  enforced  by either  party in the  United  States
District Court which has jurisdiction over matters arising in Chillicothe, Ohio.

     7.5 THIRD PARTY  GUARANTEES AND WARRANTIES.  If any of the Site Acquisition
or  Construction  Management  Services  requires  the  purchase of  equipment or
materials or the  procurement  of services,  BTS Company  shall make  reasonable
efforts to obtain from all vendors and  subcontractors  commercially  reasonable
guarantees  and  Warranties  with  respect  to  such  equipment,  materials  and
services.  BTS Company's  liability with respect to such equipment and materials
obtained  from  vendors  or  services  from  subcontractors  shall be limited to
procuring  guarantees  from such vendors or  subcontractors  and  rendering  all
reasonable assistance to Bright PCS as part of the Site Acquisition Services for
the purpose of enforcing the same.

     7.6 PERMITS.  BTS Company  shall  (without  additional  compensation)  keep
current all governmental  permits (other than Building  Permits),  certificates,
and  licenses  (including  professional  licenses)  required by law to be in BTS
Company's name necessary to perform the Site Acquisition Services.

     7.7  PUBLICITY.  Neither  party  shall make news  releases  or issue  other
advertising  pertaining  to the  Site  Acquisition  Services  or this  Agreement
without prior written approval of the other party; provided,  however, that both
parties agree to either approve or deny such news release or advertising  within
two (2) business days of the request for approval  from the other party.  In the
event a party fails to either approve or deny such news release or advertisement
within two (2) business days, such news release of advertisement shall be deemed
approved.



                                       18
<PAGE>

     7.8  NOTICES.  All notices or other  communications  hereunder  shall be in
writing  and shall be deemed to have been  duly  delivered  and  effective  upon
receipt if personally  delivered,  or on receipt if mailed by prepaid  overnight
express  service,  addressed to the following (or other addresses as the parties
hereto may designate):

     if to Bright PCS, to:                      If to BTS Company, to:

     Bright PCS
     68 East Main Street                        SBA Towers, Inc.
     P.O. Box 5050                              One Town Center Road, 3rd Floor
     Chillicothe, Ohio 45601-0480               Boca Raton, FL 33462
     Attn: Vice President Technology            Attn: General Counsel

     7.9 BINDING EFFECT. The Agreement shall be binding upon and enforceable by,
and inure to the benefit of, successors,
assigns, and transferees of the parties.

     7.10 FURTHER ASSURANCES. The parties shall execute and deliver such further
instruments and perform such further acts as may reasonably be required to carry
out the intent and purposes of this Agreement.

     7.11 CHOICE OF LAW.  The  Agreement  shall be governed by and  construed in
accordance  with the laws of the State of Ohio,  excluding  the  conflict of law
provisions thereof.

     7.12 WAIVER.  The failure of either party to insist upon strict performance
of any obligation  hereunder,  irrespective of the length of time for which such
failure  continue,  shall not be a waiver of such party's right to demand strict
compliance in the future. No consent or waiver, express or implied, to or of any
breach  or  default  in  the  performance  of  any  obligation  hereunder  shall
constitute  a consent  or waiver to or of any  other  breach or  default  in the
performance of the same or any other obligation hereunder.

     7.13  SEVERABILITY.  In  case  any  term of this  Agreement  shall  be held
invalid,  illegal, or unenforceable in whole or in part, neither the validity of
the remaining part of such term nor the validity of the remaining  terms of this
Agreement shall in any way be affected thereby.

     7.14 READINGS.  All section and paragraph  titles or captions  contained in
this Agreement are for convenience only and shall not be deemed part of the text
of this Agreement.

     7.15 PRONOUNS.  All pronouns and any variations  thereof shall be deemed to
refer to the masculine, feminine, neuter, singular, or plural as the context may
require.

     7.16  COUNTERPARTS.   This  Agreement  may  be  signed  in  any  number  of
counterparts,  each of which shall be  considered  an original  and all of which
taken together shall constitute one and the same instrument.

     7.17 MODIFICATION;  AMENDMENT;  ADDITIONAL SERVICES.  This Agreement may be
amended  only by a written  instrument  executed  by an  officer  or  authorized


                                       19
<PAGE>

representative  of each of the parties.  In the event that the  parties,  at any
time,  desire  BTS  Company to  provide  services  other than the types of those
provided for in this Agreement, then, at such time, the parties shall execute an
amendment to Sections III and IV of this Agreement, describing such services and
the payment to be made therefor in a manner substantially  similar to the manner
in which Site Acquisition Services and payment for Site Acquisition Services are
presently  described  therein.  In the  event  that the  parties  so amend  this
Agreement,  the Agreement,  as amended,  shall continue in full force and effect
thereafter.

     7.18  CONSTRUCTION  OF  AGREEMENT.  This  Agreement  shall  be  interpreted
according  to its plain  meaning  and shall not be  strictly  construed  against
either party.

     7.19  ENTIRE  AGREEMENT.  This  Agreement  and the MSA  which  is  executed
simultaneously  herewith  between Bright PCS and BTS Company  contain the entire
understanding   between  and  among  the  parties   and   supersede   any  prior
understandings  and agreements  among them respecting the subject matter of this
Agreement.

     7.20  FACSIMILE  SIGNATURE.   Notwithstanding   anything  to  the  contrary
contained in this Agreement, faxed signatures on this Agreement shall be binding
as though such signatures were original ink signatures.

     7.21 NO BROKERS;  INDEMNIFICATION  FROM BROKER'S  FEES.  Bright PCS and BTS
Company 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 Agreement. 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.

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

BTS COMPANY:                                 BRIGHT PCS

SBA TOWERS, INC.

By:      /s/                                 By:      /s/
   _________________________________            ______________________________
Title: CFO, Sr. Vice President               Name:    Mark J. Rekers

Attest: Robert Grobstein, Asst. Sect.        Title:   Secretary

[CORPORATE SEAL]





                                       20
<PAGE>




                                  SCHEDULE "A"
                            SITE ACQUISITION SERVICES

1.   Search  Ring  Background  Workup.  BTS  Company  shall  prepare  a  zoning,
     construction,  and land use analysis of the geographic area covered by each
     Search Ring, which will include, at a minimum:

     a.   Listing of all state and local jurisdictions;

     b.   Zoning process descriptions;

     c.   Zoning  maps in both  hardcopy  and  softcopy  formats,  to the extent
          possible;

     d.   Zoning application forms, and estimates of necessary fees;

     e.   Zoning meeting schedules;

     f.   Sample construction and land use permit applications, forms, estimates
          of  necessary  fees,  identity  of  permitting  authorities  and their
          various meeting schedules;

     g.   Contact  information (name,  address,  affiliation,  phone, e-mail and
          fax) for key zoning, construction, and land use permitting personnel;

     h.   Background report on community awareness, issues, and concerns related
          to PCS infrastructure deployment;

     i.   Identified Federal Aviation Administration (FAA) restrictions;

     j.   Identified environmental restrictions.

2.   Site Identification, Acquisition, Zoning and Permitting.

     a.   BTS Company shall identify at least two possible  locations on which a
          Collocation  Site or a BTS Site could be located  within  each  Search
          Ring. Each candidate Site shall be submitted to Bright PCS, which will
          certify in writing to BTS Company  whether each such Site meets Bright
          PCS's requirements within ten (10) days of such submission. Submission
          of the Site shall be made to the person  designated by Bright PCS from
          time to time. Bright PCS shall designate one of the candidate Sites as
          the Preferred Candidate.

     b.   BTS Company  shall  negotiate  the purchase or lease of the  Preferred
          Candidate within each Search Ring. If the Preferred Candidate is a BTS
          Site,  the purchase or lease  agreement for such Site shall be between
          the  landowner  and BTS Company  and shall be on terms and  conditions
          substantially  similar to the  agreement  which is attached  hereto as
          Exhibit  "B"  (hereafter  the "Ground  Lease").  In no event shall BTS


                                       21
<PAGE>

          Company agree to material modifications to the provisions set forth in
          paragraph 35 of the Ground Lease  without  Bright PCS's prior  written
          approval.  In the event that the Preferred  Candidate is a Collocation
          Site,  the lease for such Site  shall be  between  the  landowner  and
          Bright PCS.  The purchase  and lease terms for each  Collocation  Site
          shall,  upon  completion  of  their  negotiation  by BTS  Company,  be
          submitted  to Bright PCS in  writing,  and Bright PCS shall  accept or
          reject same, in writing  (acceptance  may be by execution of documents
          presented, if appropriate).

     c.   For  all BTS  Sites,  BTS  Company  shall  conduct  a  thorough  title
          investigation in accordance with generally accepted industry standards
          to  ensure  that BTS  Company  has a valid and  enforceable  leasehold
          interest  in the Site and that the  intended  use of such  Site is not
          prohibited or  unreasonably  restricted.  For Collocation  Sites,  BTS
          Company shall, at the express  written  direction of Bright PCS, order
          title abstracts,  coordinate a full title search,  and/or obtain title
          insurance.

     d.   For all BTS Sites,  BTS  Company  shall  have a Phase I  environmental
          assessment  and a NEPA  analysis  conducted to ensure that the site is
          free from  environmental  contamination  and that  construction of the
          Site does not require FCC approval.  At the express written  direction
          of Bright  PCS,  BTS  Company  shall  coordinate  a "Phase I" or other
          environmental surveys for approved and accepted Collocation Sites.

     e.   BTS Company shall obtain all land use permits and/or zoning  variances
          required for each approved and accepted Site if any are necessary.  If
          no approvals or variances  are  required,  BTS Company  shall  provide
          proof  thereof.  In  connection  with  obtaining  these  approvals and
          variances, BTS Company shall:

          i.   Submit complete zoning applications with all necessary exhibits;

          ii.  Attend necessary  meetings,  including zoning hearings,  planning
               meetings,  and community meetings,  as a representative of Bright
               PCS;

          iii. Coordinate community outreach programs, expert witness testimony,
               and other  measures  which may be  required to assure the zoning,
               construction, and land use of approved and accepted Sites.

          iv.  Secure all required construction permits on behalf of BTS Company
               and Bright PCS.



                                       22
<PAGE>

     3.   Documentation of Site Acquisition Services.

          BTS Company shall maintain a comprehensive  record (both hard copy and
          electronic copy, when available)  indexed by Site, which shall include
          the following elements, at a minimum:

          a.   Site Survey Report for each of the Sites  presented to Bright PCS
               for approval,  consisting of property  name,  address,  latitude,
               longitude,  photos,  site  owner  or  property  manager,  contact
               information, and proposed lease rate or purchase price;

          b.   For each of the approved and accepted  Sites,  the fully executed
               lease agreement or purchase document with all exhibits;

          c.   For each of the approved and accepted Sites,  the copy of zoning,
               construction,  and  land use  applications  and  zoning  variance
               requests, if any, with all exhibits;

          d.   For each of the approved and accepted Sites, the copy of the land
               use permits;

          e.   For  each  of the  approved  and  accepted  Sites,  the  Landlord
               approval of construction  plans,  and other indicia of compliance
               with lease terms;

          f    For  each  of  the  approved  and  accepted  Sites,  copy  of the
               construction permits.



                                       23
<PAGE>

     4.   Organizational Interfaces.

          a.   BTS Company shall designate one or more points of contact,  as it
               deems efficient,  in order to communicate effectively with Bright
               PCS. BTS Company  shall obtain  Bright  PCS's  explicit  approval
               before  obligating  Bright  PCS  financially,  contractually,  or
               otherwise.

          b.   BTS Company shall coordinate the activities of the  Architectural
               and Engineering (A&E) firms during the site acquisition phase, to
               include the  development of  site-specific  drawings for landlord
               approval and for zoning purposes.

          c.   BTS Company  shall  coordinate  all site  visits  during the site
               acquisition  phase,  to  include  at  a  minimum:  site  surveys,
               technical team visits,  drive tests,  construction  surveys,  A&E
               surveys, geotechnical surveys, and environmental surveys.

          d.   BTS  Company  shall  work  to  ensure  a  smooth   transition  of
               site-related  activities  from Site  Acquisition to  Construction
               Management.

          e.   BTS  Company  shall  procure  on behalf of  Bright  PCS  required
               discretionary  (zoning,  construction and land use)  entitlements
               and  other  permits,  including  building  permits  required  for
               completion of Sites from state and local  government  authorities
               and from agencies of the United States Government, other than the
               Federal Communications Commission ("FCC").

          f.   BTS Company will from time to time  provide  Bright PCS with such
               financial information as Bright PCS deems reasonably necessary to
               track costs associated with the development of the Sites.




                                       24
<PAGE>



                                  SCHEDULE "B"
                        CONSTRUCTION MANAGEMENT SERVICES

The  Construction  Management  Services  to be  performed  by BTS Company are as
follows:

     1.   For all approved and accepted Sites, BTS Company shall, as required by
          Bright PCS,  continue its  installation  of Bright PCS's  Equipment on
          such Sites by acting as the  construction  manager in the  capacity of
          general contractor to Bright PCS.

     2.   The Minimum  Construction  Management Services which BTS Company shall
          perform include:

          a.   Ordering and permitting  access and delivery for the installation
               of commercial electrical power.

          b.   Permitting  access  to,  arranging  for,   scheduling   accepting
               delivery of  telephone  service as ordered to be installed by BTS
               Company.

          c.   Management and supervision of day-to-day construction activities,
               including

               i.   Site access preparation;

               ii.  Site preparation;

               iii. Electrical connection power, and grounding;

               iv.  Antenna mounting and coaxial routing and mounting;

               v.   Placement of OEM equipment;

               vi.  Safety and OSHA compliance.

     3.   BTS Company Operating Standards.

          a.   All  construction  activities  shall  fully  comply  with  Sprint
               Spectrum,  L.P.'s  standards  for  quality,  as well as with  all
               local, state, and national codes and laws.

          b.   BTS Company  shall  present and fully  implement a  comprehensive
               safety  program.  BTS Company  shall  demonstrate  its  corporate
               safety  record.  BTS Company  shall  document  and report  safety
               hazards,  environmental  concerns,  and other abnormal situations
               immediately.



                                       25
<PAGE>

     4.   Subcontractor and Supplier Management.

          a.   BTS Company shall select all  subcontractors  and suppliers.  BTS
               Company  shall  develop   subcontractor  and  supplier  selection
               standards.  BTS  Company  shall  implement  a  subcontractor  and
               supplier  election  process that  reflects the best  interests of
               Bright PCS at all times.

          b.   BTS Company shall maintain full  responsibility to Bright PCS for
               quality, cost, delivery, and performance of all subcontractor and
               supplier goods and services.

     5.   Materials Management.

          a.   Bright  PCS shall  provide  the  following  materials  FOB at BTS
               Company's warehouse location as identified from time to time, but
               initially located in Fort Wayne, Indiana: All Antennas, microwave
               antennas,  hardware and lines, GPS antennas,  hardware and lines,
               Coaxial Cable,  Jumpers,  Connectors,  Waterproof Kits,  Hoisting
               Grips,  Mounting Brackets,  Generators,  Battery Backup kits, BTS
               equipment and BTS Mounting platforms or equipment.

          b.   BTS Company will provide at its cost and retain  possession of at
               expiration  or earlier  termination  of the relevant  site lease,
               tower platforms, ice bridges, towers, fencing, grounding systems,
               power and telephone  connections to a central  demarcation  point
               within  the  tower  compound,  and a  concrete  equipment  pad as
               specified by site  diagrams for Bright  PCS's BTS  Equipment  and
               Battery Backup.

          c.   BTS Company  will  install  each of the  foregoing to agreed upon
               specifications,  perform sweep tests and document results meeting
               or  exceeding  Bright  PCS  standards  and  set  Bright  PCS  BTS
               equipment and connect to grounding system and provide  resistance
               to ground  tests  yielding 5 ohms or less,  for a fee  defined in
               Schedule "C". BTS Company shall  provide  conduct for  electrical
               and  telephone  connections  from central  demarc point to Bright
               PCS's BTS  Equipment  location and will pull coaxial  cables into
               the  "doghouse"  and  install   jumpers.   Bright  PCS  shall  be
               responsible  for  connecting  power,  telephone and coaxial cable
               jumpers to Bright PCS's BTS equipment.

          d.   BTS Company will provide  warehouse space for storage and staging
               of Bright  PCS and BTS  Company's  equipment  and will  implement
               inventory  control and security  processes  acceptable  to Bright
               PCS.

     6.   Final  Deliverables.  As the  final  deliverable  of its  Construction
          Management Services, BTS Company shall deliver to Bright PCS a written


                                       26
<PAGE>

          Closeout Report for each CMS site within 10 days of completion,  which
          shall include a thorough and fully  approved  close out package of all
          Sites.  Close out  activities  shall  include,  but are not limited to
          final  inspection,  punch list  development and resolution,  and final
          walk-through  and  inspection  with Bright PCS. BTS Company  shall not
          have completed  close out until it has received notice from Bright PCS
          of completed  close out following final  walk-through  and inspection,
          which notice shall not be unreasonably withheld.

     7.   Documentation of Construction  Management  Service.  BTS Company shall
          maintain  comprehensive  records  for each site for which it  performs
          Construction  Management  Services,  indexed by CMS Site,  which shall
          include the following, at a minimum:

          a.   land use permit,

          b.   construction and related permit,

          c.   current construction status,

          d.   detailed financial accounting records,  including but not limited
               to,  approved  purchase  orders price  quotations  and selections
               criteria; and verification of goods or services received.

     8.   Organizational Interfaces.

          a.   BTS Company shall designate one or more points of contact,  as it
               deems efficient,  in order to communicate effectively with Bright
               PCS. BTS Company shall obtain Bright PCS's explicit prior written
               approval before obligating Bright PCS financially, contractually,
               or otherwise.

          b.   BTS Company shall coordinate the activities of the  Architectural
               and  Engineering  (A&E) firms during the  construction  phase, to
               include ensuring that basic site drawings  provided by Bright PCS
               are tailored to the specific requirements of individual Sites.

          c.   BTS  Company  shall   coordinate   all  site  visits  during  the
               construction  phase,  to  include  at a  minimum:  site  surveys,
               technical  team  visits,  drive  tests,   construction   surveys,
               architectural and engineering surveys,  geotechnical surveys, and
               environmental surveys.

          d.   BTS Company shall from time to time provide  Bright PCS with such
               financial information as Bright PCS deems reasonably necessary to
               track costs associated with the development of the Sites.



                                       27
<PAGE>

          e.   BTS Company shall coordinate its Construction Management Services
               with Bright PCS to insure that each Site delivered by BTS Company
               pursuant  to the  terms of this  Agreement  shall  be  ready  for
               delivery and  installation of equipment in accordance with Bright
               PCS's equipment vendor contracts, and that all conditions to such
               equipment  vendor's  installation of equipment and performance of
               services  on a Site shall have been  fulfilled.  No Site shall be
               deemed  completed  unless it has been  delivered to Bright PCS in
               accordance with the terms of this Section.




                                       28
<PAGE>

                                        [***] - CONFIDENTIAL TREATMENT REQUESTED

                                  SCHEDULE "C"
   PAYMENT FOR SITE ACQUISITION SERVICES AND CONSTRUCTION MANAGEMENT SERVICES

PAYMENT

     A.   COMPENSATION  FOR SITE  ACQUISITION  AND  CONSTRUCTION  COSTS  FOR BTS
          SITES.

     BTS Company shall be solely  responsible for all costs associated with Site
Acquisition  Services  for all sites on which the  Preferred  Candidate is a BTS
Site. BTS Company shall be solely  responsible for all costs associated with the
construction of the Tower Facilities on each BTS Site.  Bright PCS shall pay BTS
Company for Construction  Management  Services which are rendered by BTS Company
on BTS Sites in  accordance  with  paragraph  B(2)  below as if such Site were a
Collocation Site.

     B. COMPENSATION FOR SERVICES ON SITES.

          1. Site Acquisition Fees

               a.   Per Site Fees for Site  Acquisition on Collocation  Sites In
                    consideration  for  performance of the Site  Acquisition for
                    Collocation Sites, Bright PCS shall pay BTS Company, the sum
                    of [***] per Site on which zoning  approval is not required,
                    and the sum of [***] per Site on which  zoning  approval  is
                    required, in the manner set forth below:


Milestone                                                  Amount Due
---------                                                  ----------
Upon RF approval of a completed Site Survey Report         [***]
Upon fully executed lease or purchase agreement for        [***]
 site
Upon receipt of zoning approval (if applicable)            [***]
Upon issuance of a building permit or equivalent           [***]
approval
Total amount due upon completion of Site Acquisition       [***] for sites
Services                                                   on which zoning
                                                           approval is required

                                                           [***] for sites
                                                           on which zoning
                                                           approval is not
                                                           required


               b.   Per  Site  Fees  for  Site  Acquisition  on  BTS  Sites.  In
                    consideration   for  performance  of  the  Site  Acquisition
                    Services for BTS Sites for which  payment is due pursuant to
                    this  Agreement,   Bright  PCS  shall  pay  BTS  Company  in
                    accordance with this Agreement,  an amount not to exceed the
                    sum of [***] per Site in the manner set forth below:




                                       29
<PAGE>

                                        [***] - CONFIDENTIAL TREATMENT REQUESTED


Milestone                                                  Amount Due
---------                                                  ----------
Upon RF approval of a completed Site Survey Report         [***]
Upon fully executed lease or purchase agreement            [***]
for a site
Upon receipt of zoning approval (if applicable)            [***]
Upon issuance of a building permit or equivalent           [***]
approval
Total amount due upon completion of Site                   [***]
Acquisition Services


               c.   Reimbursement for Per Site Advances

                    i.   Non-Reimbursable  Costs. BTS Company's compensation for
                         the Site  Acquisition  Services  on  Collocation  Sites
                         shall be inclusive of customary  out-of-pocket expenses
                         incurred  by  BTS  Company  in the  performance  of its
                         obligations  hereunder  ("Per  Site  Fee"),  including,
                         without limitation;

                              (a)       wireless equipment and services;

                              (b)       field expenses for maps, deeds, and film
                                        development;

                              (c)       vehicle expense; and

                              (d)       travel   and   living    expenses    Any
                                        extraordinary or other expenses that BTS
                                        Company  should  reasonably   anticipate
                                        incurring,  which  are  not  customarily
                                        incurred  in  the  ordinary   course  of
                                        business, must be pre-approved by Bright
                                        PCS in order for BTS  Company to receive
                                        reimbursement for such expenditures.

                    ii.  Reimbursable  Costs.  In the  event  that  BTS  Company
                         provides  or  contracts  directly  with third  parties,
                         trade  contractors,  and  subcontractors  in connection
                         with its  provision  of Site  Acquisition  Services for
                         Collocation  Sites, the following expenses (in addition


                                       30
<PAGE>

                         to other  expenses  which the parties may agree to from
                         time to time) shall be  considered  pass through  costs
                         and be reimbursed to BTS Company to the extent not paid
                         directly by Bright PCS in accordance  with IV(a) above,
                         provided,  however,  that Bright PCS shall be obligated
                         to reimburse expenses incurred by BTS Company only with
                         respect  to which  BTS  Company  had  received  express
                         written direction from Bright PCS:

                              (a)       Any and all construction  materials used
                                        in  the  installation  of  Bright  PCS's
                                        Equipment on the Site;

                              (b)       Any and all  construction  subcontractor
                                        cost  including,  but  not  limited  to,
                                        cable  and   antenna   contractors   and
                                        electricians;

                              (c)       Architectural and electrical engineering
                                        drawings;

                              (d)       Azimuth verification surveys;

                              (e)       Blueprint reproduction;

                              (f)       Building  inspection  fees;  except that
                                        Bright   PCS   will   not  pay  for  any
                                        expedited    delivery   costs,    unless
                                        specifically authorized by Bright PCS;

                              (g)       Cable sweeps and other technical tests;

                              (h)       Costs   involved   in   varying   zoning
                                        compliance,    including    permit   and
                                        inspection fees;

                              (i)       Delivery costs for all materials  except
                                        that  Bright  PCS  will  not pay for any
                                        expedited    delivery   costs,    unless
                                        specifically authorized by Bright PCS;

                              (j)       Engineering services;

                              (k)       Federal  Aviation  Administration  study
                                        and analysis;

                              (l)       GIS/mapping;

                              (m)       Independent inspection agencies;

                              (n)       Legal  support and expert  witness  fees
                                        for zoning hearings;



                                       31
<PAGE>
                              (o)       Option fees for leases,  lease  options,
                                        purchase   agreements,    and   purchase
                                        agreement  options  to the  extent  such
                                        options  were  approved by Bright PCS in
                                        advance;

                              (p)       Phase 1  Environmental  Study  including
                                        soil compaction,  engineering, and other
                                        inspections of the property  required or
                                        reasonably deemed necessary to provide a
                                        thorough  due  diligence  review  of the
                                        project;

                              (q)       Photo simulations;

                              (r)       Site survey;

                              (s)       Structure loading study and analysis for
                                        towers,     rooftops,    water    tanks,
                                        billboards and signs,  and other similar
                                        facilities   expected   to  contain  PCS
                                        equipment;

                              (t)       Appraisals,  title  reports,  and  title
                                        insurance premiums;

                              (u)       Zoning,     filing,    and    permitting
                                        application fees; and

                              (v)       Office supplies and equipment,  but only
                                        to the  extent  that such  supplies  and
                                        equipment  requests  are  in  compliance
                                        with Bright PCS's standard  policies and
                                        procedures for such expenses.

          2.   Construction and Construction Management Fees.

               a.   Per CMS Site Fees. In  consideration  for performance of the
                    construction and Construction  Management  Services ("CMS"),
                    Bright PCS shall pay BTS  Company  an amount to be  mutually
                    agreed  upon on a site by site basis in the manner set forth
                    below:



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                                        [***] - CONFIDENTIAL TREATMENT REQUESTED


Milestones                                                 Amount Due
----------                                                 ----------
Upon the commencement of construction on the CMS Site      [***]

Final acceptance of civil construction on the CMS Site     [***]

Total amount due per CMS Site upon completion of           To be agreed upon on
Construction Management Services                           a site by site basis


               b.   Withdrawal

                    In the  event  Bright  PCS  elects to  withdraw  a CMS Site,
                    Bright PCS shall give BTS Company notice of such withdrawal,
                    and shall pay BTS Company [***] of the milestone installment
                    that  would be due if the work  currently  in  progress  was
                    completed  and  [***] of all  other  work  completed  on the
                    withdrawn CMS Site as of the date of Bright PCS's withdrawal
                    notice  plus   reimbursable   expenses  and  substitute  the
                    withdrawn  CMS Site with an  alternative  site within  sixty
                    (60) days ("Alternative CMS Site"), if available.  If Bright
                    PCS does not issue an Alternative CMS Site within sixty days
                    of  withdrawing  a CMS  Site,  then  BTS  Company  shall  be
                    entitled  to  receive  [***]  of  the  entire   Construction
                    Management Fee, for the CMS Site withdrawn.

               c. Payments to Contractors

                    BTS Company shall be responsible for making all payments due
                    to contractors and subcontractors selected by, or contracted
                    with,  BTS  Company  to  perform  services  and  to  provide
                    materials  at the  Sites  in  connection  with  Construction
                    Management  Services  rendered  hereunder.  Bright  PCS  may
                    advise BTS Company in writing  that Bright PCS will pay them
                    directly.  BTS  Company  shall  present  copies  of all such
                    invoices  relating  to  the  installation  of  Bright  PCS's
                    Equipment  which BTS Company has paid,  and Bright PCS shall
                    then provide BTS Company reimbursement of such disbursements
                    within thirty (30) days of BTS Company's  submission of said
                    invoices to Bright PCS.

                    BTS Company shall furnish  evidence  satisfactory  to Bright
                    PCS that all labor  furnished  and material  consumed by BTS
                    Company  during the invoice period has been paid in full and
                    that the  Services  are not  subject  to liens or  claims on
                    account  thereof.  Bright  PCS may  withhold  payment of the
                    invoice until BTS Company furnishes such evidence.



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     C. TIMING OF PAYMENT

     All  invoices  shall be sent to Bright  PCS's  mailing  address and marked:
Attn: Accounts Payable.  BTS Company shall invoice Bright PCS in accordance with
the payment  schedule set forth  herein.  Such  invoices,  after receipt in form
satisfactory  to Bright PCS, and subject to verification by Bright PCS, shall be
paid within thirty (30) days of receipt by Bright PCS.  Invoices must be sent in
accordance  with the  invoicing  instructions  provided in this  Agreement.  All
invoices  must  indicate  the  FEIN # and the  correct  code  per  line  item as
invoices. These codes will be provided to BTS Company by Bright PCS.

     D. PAYMENT DISPUTES

     If Bright  PCS  disputes  the  amount of  expenses  or fees  claimed by BTS
Company,  Bright PCS shall  notify BTS Company in writing and shall pay when due
all amounts not in dispute. If the disputed matter cannot be resolved informally
between the parties,  either  Bright PCS or BTS Company may request  arbitration
pursuant to the terms of this Agreement.

     E. LIABILITIES

     BTS Company shall remain  solely  responsible  for all matters  relating to
compensation,  unemployment, disability insurance, social security, withholding,
and all other federal,  state, and local laws,  rules and regulations  governing
such matters.




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                                   EXHIBIT "A"
                                       MSA