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                                                                   EXHIBIT 10.27

                            MASTER SITE AGREEMENT

       THIS MASTER SITE AGREEMENT (hereinafter referred to as this "MSA"), is
made as of the 11th day of May, 2000 (the "MSA Commencement Date"), by and
between SPECTRASITE COMMUNICATIONS, INC., a Delaware corporation, and its
subsidiaries, affiliates, successors and permitted assigns (hereinafter
collectively referred to as "SpectraSite") and UBIQUITEL LEASING COMPANY, a
Delaware corporation, and its successors and permitted assigns (hereinafter
referred to as the "User").

       WHEREAS, SpectraSite is the owner of communications towers located on
property either owned, leased or licensed by SpectraSite (individually, a
"Tower", collectively, "Towers");

       WHEREAS, User is a provider of certain wireless communications
services in the United States as such services are more particularly defined
in Section 3 hereinbelow ("User's Wireless Business");

       WHEREAS, SpectraSite and User desire to enter into this MSA which will
establish the general terms and conditions whereby User will license or
sublicense, as appropriate, from SpectraSite space on one or more of the
Towers and ground space on SpectraSite's land [real property owned, leased or
licensed by SpectraSite with respect to each Site (as defined below) hereinafter
the "Property")] for the construction or housing of an equipment shelter or
cabinet(s) for the placement of User's communications equipment for operation
of User's Wireless Business;

       NOW, THEREFORE, for valuable consideration, the receipt, adequacy and
sufficiency of which are hereby acknowledged by the parties hereto, the
parties hereby agree as follows:

       1.     MSA.  This MSA sets forth the general terms and conditions upon
which all Sites, as defined below, shall be licensed or sublicensed to User.
From time to time during the term hereof, User and SpectraSite may execute
Site Agreements in the form attached hereto as SCHEDULE "I" and by reference
made a part hereof.  Each Site Agreement shall identify a particular Site
made subject to this MSA and more fully set forth specific terms particular
to that Site.  In the event of a conflict or inconsistency between the terms
of this MSA and a Site Agreement, the terms of the Site Agreement shall
govern and control for that Site.

       2.     DEMISE.

       (a)    By each Site Agreement and subject to the following terms and
conditions, SpectraSite shall license or sublicense, as applicable, to User
certain space on one or more of the Towers ("Tower Space") together with
sufficient space on the Property ("Ground Space") with easements for access and
utilities and if SpectraSite owns an equipment shelter at any site, to the
extent space within the equipment shelter is available, space in the equipment
shelter for the housing of User's transmission equipment.

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       (b)    User's use of the Tower and Property shall be limited to the
Tower and Property, together with easements for access and utilities
described and depicted in EXHIBITS "A" AND "B" to each Site Agreement (the
Tower Space, the Ground Space and any easements providing access and
utilities to the Property are sometimes referred to herein individually as a
"Site" or collectively as "Sites").

       (c)    A Site will either be a Site that SpectraSite has agreed to
construct, own and lease a portion to User at a location and on a Site
acquired for User ("Build-to-Suit Site"), or all other Site's currently owned
by SpectraSite or owned by SpectraSite in the future ("Non-Build-to-Suit
Site").

       (d)    In order to enter into a Site Agreement, the Parties shall perform
the following tasks:

              (i)    User shall submit a site application to SpectraSite. at the
              address provided in Section 29 hereof, of its desire to license or
              sublicense, as applicable, any such Site;

              (ii)   Upon receipt by SpectraSite of the completed Site
              Application, SpectraSite shall:

                     (A)    evaluate the feasibility of the occupancy of the
                     Site specified in the Site Application

                     (B)    transmit all information in SpectraSite's possession
                     which may assist User in ascertaining whether the Site
                     meets the conditions specified in Section 5 (b) of this
                     MSA;

       (e)    For Non-Build-to-Suit Sites, SpectraSite may deny and return
any Site Application (i) if the Site is structurally inadequate to
accommodate the occupancy specified in the Site Application; (ii) if the
available ground space at the Site cannot accommodate the occupancy specified
in the Site; (iii)  if SpectraSite is subject to conflicting contractual
obligations in existence at the time of the Site Application, (iv) if the
occupancy or installation proposed in the Site Application would violate  any
law, rule or regulation, applicable to User, SpectraSite or the Site or (v)
if the installation or occupancy proposed by the Site Application would
require SpectraSite to expend more than $ 2,000, without reimbursement
("Cause").

       (f)    If SpectraSite evaluates a Site Application and finds there is
no Cause SpectraSite shall deliver to User three (3) completed, unexecuted
counterparts of a Site Agreement for the Site User shall have a period of
fifteen (15) business days from User's receipt of such Site Agreement to
execute and return same to SpectraSite;

       (g)    If, after SpectraSite tenders a Site Agreement to User, in
accord with Section 2(d) of this MSA, and if all conditions specified in
Section 5(b) of this MSA are satisfied, User elects not to occupy the Site or
if User fails to return the Site Agreement, fully executed, within fifteen

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(15) business days after receipt of the Site Agreement, User shall pay to
SpectraSite a cancellation fee of one thousand five hundred dollars
($1,500.00) ("Cancellation Fee") for the  Site and neither SpectraSite nor
User shall have any further obligations to the other with respect to the
Site.

       3.     PERMITTED USE.  Subject to the terms of this MSA and the Site
Agreement for each respective Site, User shall be permitted the right to
install, maintain, operate, service.  Subject to SpectraSite's prior
written approval, which approval shall not be unreasonably withheld,
conditioned or delayed, User may modify and replace its communications
equipment as more particularly described on the User's Site Application
attached as EXHIBIT "C" to each Site Agreement and at such Site, including
without limitation, the Tower, which "Equipment", as defined in Section 8(c),
shall be utilized for the transmission and reception of wireless voice and
data communications using communications services technology.  These shall be
the only permissible uses under this MSA and each Site Agreement.
SpectraSite shall not permit any other tenant or licensee to attach its
equipment within User's Tower Space without first obtaining User's prior
written approval, which approval shall not be unreasonably withheld,
conditioned or delayed.

       4.     PRIME LEASE/LICENSE. (a)    SpectraSite has an agreement with
the owner of each Site ("Prime Landlord") by which it derives its rights to
occupy and to sublicense each Site ("Prime Lease").

       (b)    SpectraSite represents and warrants that each Prime Lease
currently is in full force and effect;

       (c)    SpectraSite shall exercise all options for renewal of any and
all renewal terms of each Prime Lease;

       (d)    SpectraSite shall refrain from any activities, which would
cause a default under any Prime Lease.

       (e)    Each Site Agreement is subject and subordinate to all of the
terms and conditions of the Prime Lease, which are incorporated in the Site
Agreement by reference and a copy of which will be attached to the Site
Agreement as EXHIBIT "A-1", subject to redaction of the financial terms set
forth therein or as otherwise required by confidentiality and non-disclosure
provisions contained therein.

       (f)    SpectraSite will notify User within twenty (20) days after
SpectraSite learns of the termination of the Prime Lease.

       (g)    SpectraSite agrees to cooperate with User to obtain a letter of
assurance or non-disturbance from the Prime Landlord for the Term.

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       5.     CONDITIONS PRECEDENT.

       (a)    CONSENT OF PRIME LANDLORD.  If SpectraSite is party to a Prime
Lease/License for a Site that requires SpectraSite to give notice or to
obtain consent from the Prime Landlord, SpectraSite shall diligently provide
notice to or obtain the required consent from the Prime Landlord.  If
SpectraSite fails to obtain the required consent within thirty (30) days from
submission of the Site Application, User may withdraw the site application
without further obligation.  If SpectraSite determines that it will be unable
to obtain consent, then it shall notify User of that the Consent will not be
obtained and return the Site Application to User.  With the return of the
Site Application, SpectraSite shall refund to User any application fees or
other amounts tendered to SpectraSite for the Site at which SpectraSite
failed to obtain the Prime Landlord's consent. Upon return of the Site
Application and refund of application fees or other amounts tendered to
SpectraSite for the site at which SpectraSite failed to obtain the Prime
Landlord consent, neither SpectraSite nor User shall have any obligations to
the other except for any indemnity obligations, including without limitation,
environmental indemnity and tax obligations, arising prior to the date of
termination.

       (b)    CONDITIONS.  User's obligations under any Site Agreement are
further contingent upon the satisfaction of the following conditions prior to
the Site Commencement Date, as defined in Section 6(b):

              (i)    APPROVALS.  After receipt of the materials specified in
       Section 2(b)(ii) of this MSA, User shall obtain all certificates,
       permits, licenses and other approvals that may be required by any
       federal, state or local authorities (the "Approvals") to permit User's
       intended use of the Site.  SpectraSite shall cooperate, at User's cost,
       with User in its effort to obtain such Approvals.  In the event that User
       notifies SpectraSite that (A) any application for an Approval is
       rejected, (B) an Approval is canceled, expires, lapses, or is otherwise
       withdrawn or terminated for any reason whatsoever prior to installation
       of the Equipment by User, or (C) any application for Approval is not
       likely to be obtained or approved, as determined in User's sole
       discretion, the Approvals shall be deemed to not have been obtained by
       User.

              (ii)   RADIO FREQUENCY PROPAGATION TEST.  User determining, in
       User's sole discretion, that the results of any radio frequency
       propagation tests are satisfactory, such that User is able to use the
       Site for User's intended use.

              (iii)  UTILITIES AND ACCESS.  User determining, in User's sole
       discretion, that (A) telephone and electric utilities are available at
       the Site of sufficient capacity to accommodate User's Equipment and (B)
       ingress and egress is available to and from the Site and to and from a
       publicly dedicated road.

              (iv)   TOWER CAPACITY.  User determining in User's sole discretion
       based on a Tower analysis satisfying the requirements of Section 8(b)
       (ii) hereof that the Tower is of sufficient capacity to accommodate the
       load requirements of User's Equipment.

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              (v)    TITLE.  User determining in User's sole discretion that the
       status of title as to the Property and easements granted herein is
       acceptable to User.

              (vi)   HAZARDOUS SUBSTANCES.  User determining in User's sole
       discretion that the Site and Property are free of all Hazardous
       Substances, as defined in Section 13(b) hereof.

       (c)    If any one (1) of the conditions set forth above is not satisfied
within thirty (30) days of site application, User may withdraw its application.
If any of the above cannot be satisfied within sixty (60) days, SpectraSite may
return the site application

       6.     TERM.

       (a)    MSA TERM.  The MSA term shall begin on the MSA Commencement
Date and shall continue until the expiration or earlier termination of the
last Site Agreement governed hereby. (the "Term").

       (b)    SITE AGREEMENT INITIAL TERM.  Provided the applicable
contingencies set forth in Section 5 of this MSA have been satisfied, a Site
Agreement Initial Term shall begin on the earlier of:  (i) the Site
Commencement Date; or (ii) thirty (30) days from the Site Agreement Execution
Date; (the "Site Commencement Date"), and shall continue until: a) for
Build-to-Suit Sites, midnight of the tenth (10th) anniversary of the Site
Commencement Date or b) for Non-Build-to-Suit sites, midnight of the fifth
(5th) anniversary of the Site Commencement Date (the "Initial Term"), unless
earlier terminated pursuant to Section 18 of this MSA.  During the Initial
Term, any Site may only be terminated by User upon the payment to SpectraSite
of liquidated damages in an amount equal to: a) the rent due SpectraSite for
the remainder of the Initial Term or b) for Build-to-Suit sites, the lesser
of the rent due SpectraSite for the remainder of the Initial Term or
SpectraSite's total construction costs for the Site, payable within thirty
(30) days of such termination.  Within five (5) business days of the
Commencement Date, User shall provide SpectraSite written notice of the date
User commenced installation of its Equipment on the Site in the form of
EXHIBIT "D" of the Site Agreement attached hereto and made a part hereof by
reference.

       (c)    SITE AGREEMENT RENEWAL TERM.  Provided the Prime Lease/License
remains in effect and has not expired or been terminated, and User is not in
default, User shall have the option of extending any Site Agreement for three
(3) additional five (5) year terms (the "Renewal Terms").  Such renewal
options shall be deemed automatically exercised without notice by User to
SpectraSite unless User gives SpectraSite written notice of its intention not
to exercise any such option at least ninety (90) days prior to the expiration
of the then current term, in which case, the term of the Site Agreement shall
expire at the end of the then current term. Notwithstanding the expiration of
this MSA, the terms and conditions of this MSA shall continue to apply to
each Site Agreement until the Site Agreement Term, including any renewal
terms expires or terminates.

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       7.     RENT.

       (a)    BASE RENT. User shall pay initial monthly rent in the amount
of: a) for Build-to-Suit Sites, the lesser of the sum of the underlying
ground lease monthly rental payments, plus $850 or $1,500, or (b) for
Non-Build-to-Suit sites, the sum of $1,500 (hereinafter referred to as "Base
Rent") for a maximum antenna loading of not more than nine (9) panel
antennas, not to exceed five (5) feet by eight (8) inches by six (6) inches,
nine (9) runs of 1 5/8" coax cables and Ground Space not to exceed twelve
(12) feet by twenty (20) feet.  The first annual installment of Base Rent is
due and payable not later than the Site Commencement Date.  Commencing on the
fifth (5th) anniversary of the Site Commencement Date for that particular
site, the Base Rent for each Site governed by this MSA shall increase each
year on the anniversary of the Site Commencement Date for that particular
Site Agreement by an amount equal to three percent (3%) over the Base Rent
payable for the immediately preceding year. The Base Rent paid by User to
SpectraSite shall be due without set-off, notice, or demand from SpectraSite
to User. Any Base Rent or other payment made by User shall contain a notation
of the applicable SpectraSite site number applicable to the Site Agreement,
which Site number is referenced in Section numbered 1 of the Site Agreement.

       (b)    TAXES.

              (i)    PERSONAL PROPERTY TAXES.  User shall be responsible for the
       reporting and payment when due of any tax directly related to User's
       ownership or operation of the Equipment and such reporting and payment
       shall be made directly to the appropriate tax authorities.

              (ii)   SALES TAXES.  SpectraSite shall be responsible for billing,
       collecting, reporting, and remitting sales taxes directly related to rent
       payments received pursuant to this MSA and any Site Agreement, if any.
       User shall be responsible for reimbursing SpectraSite for all sales taxes
       billed related to rent payments received pursuant to this MSA and any
       Site Agreement, such reimbursement to be due and payable within thirty
       (30) days of SpectraSite's delivery to User of a written invoice and
       copies of paid tax receipts specifying the payments made by SpectraSite.

              (iii)  REAL PROPERTY TAXES.  Consistent with its obligations under
       each Prime Lease, SpectraSite shall pay when due any and all real
       property taxes for the Property; however, User shall be responsible for
       any increases in the real property taxes for the Property associated with
       User's Equipment or use of the Property

       8.     IMPROVEMENTS BY USER.

       (a)    APPROVAL OF ENGINEERING AND CONSTRUCTION COMPANIES.  User shall
use the company of SpectraSite's choice for structural Analysis, RF Analysis and
the design and construction of platforms, antenna systems, cable runs and any
other modification of any type to the Property and the easement and the
installation of the User's Equipment on the Tower and

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User shall be solely responsible for and shall indemnify SpectraSite from all
costs and expenses associated with these materials and services.

       (b)    PLANS, STRUCTURAL ANALYSIS AND RF ANALYSIS.

              (i)    Prior to the commencement of any construction or
       installation on the Site by User, User shall furnish, for review and
       approval by SpectraSite, which approval may be withheld in SpectraSite's
       reasonable discretion, plans and specifications for such construction or
       installation of the improvements and User shall not commence the
       construction or installation on the Site until such time as User has
       received written approval of the plans and specifications from
       SpectraSite. Unless approved in writing by SpectraSite, User shall
       exercise best efforts to utilize antenna-mounting structures, which
       minimizes the overall loading on the tower.  Platforms shall be painted
       to match the existing structure.  Antennae shall be centered on platforms
       or frames and pipe mounts shall be cut to length.  Future pipe mounts
       shall not be left on the structure.  User shall be responsible for paying
       in advance to SpectraSite the cost of any structural enhancements to be
       made to the Tower to accommodate the Equipment.  Such structural
       enhancements shall become part of the Tower.

              (ii)   Prior to the commencement of any modification, which would
       have the effect of increasing the loading on the tower, User shall
       conduct at User's sole cost and expense a structural analysis and wind
       load analysis of the Tower which includes any existing loads (as well as
       the loads that third-party users have the right to place on the Tower)
       and the load of User's antennas, cabling and appurtenances.

              (iii)  User shall be responsible for securing all building permits
       from any and all applicable governmental authorities prior to the
       commencement of any construction or installation on the Site.  Copies of
       the construction permit issued to User shall be provided to SpectraSite.

              (iv)   SpectraSite shall, at its option, require all construction
       or repair activities not performed by SpectraSite, to be supervised by a
       SpectraSite representative and User shall reimburse SpectraSite for
       SpectraSite's actual, reasonable costs related thereto plus fifteen
       percent (15%) within thirty (30) days of SpectraSite's delivery to User
       of a written invoice for such costs.

       (c)    EQUIPMENT.  User's communications system, including antennas,
radio equipment and operating frequency, cabling and conduits, shelter and/or
cabinets, and other personal property owned or operated by User, which User
anticipates shall be located by User on the Site, is more particularly
described on User's collocation application, a copy of which is attached
hereto as EXHIBIT "C" ("Equipment").  SpectraSite hereby grants User and its
duly authorized agents, employees, and contractors reasonable access to the
Tower and the Site for the purpose of installing and maintaining the
Equipment and appurtenances. User shall be responsible for all site work to
be done on the Site pursuant to this MSA.  User shall provide all materials
and shall pay for all labor for the construction, installation, operation,
maintenance and repair of the

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Equipment. User shall not construct or install any equipment or improvements
on the Site other than which are described in EXHIBIT "C" or alter the radio
frequency or operation of the Equipment without first obtaining the prior
consent of SpectraSite which consent may be withheld by SpectraSite in
SpectraSite's reasonable discretion.  SpectraSite may not charge additional
fees unless User exceeds the Ground Space or tower loading granted to User
under Section 7(a) and the equipment listed on EXHIBIT "C".  The Equipment
shall remain User's exclusive personal property throughout the term and upon
termination of the Site Agreement. User shall have the right to remove all
Equipment at User's sole expense on or before the expiration or earlier
termination of the Site Agreement; provided User repairs any damage to the
Property or the Tower caused by such removal.

       (d)    COMPLIANCE WITH GOVERNMENTAL RULES.  All work shall be
performed by User or User's employees, contractors or agents in a good and
workmanlike manner.  SpectraSite shall be entitled to require strict
compliance with the plans and specifications approved by SpectraSite pursuant
to Sections 8(a) and 8(b), including specifications for the grounding of
the Equipment.  All construction, installations and operations in connection
with this MSA by User shall meet with all applicable Rules and Regulations of
the Federal Communications Commission ("FCC"), the Federal Aviation
Administration ("FAA") and all applicable codes and regulations of the city,
county, and state concerned.  SpectraSite assumes no responsibility for the
licensing, operation and maintenance of the Equipment.  User has the
responsibility of carrying out the terms of User's FCC license with respect
to tower light observation and notification to the FAA if those requirements
imposed on User are in excess of those required of SpectraSite.  User
covenants that the Equipment and the construction, installation, maintenance
and operation thereof shall not damage the Tower or improvements or interfere
with the use of the Tower by SpectraSite or pre-existing users on the Tower.

       (e)    POST-CONSTRUCTION DRAWINGS.  Following the installation of its
Equipment, User shall provide SpectraSite with post-construction field
drawings satisfactory to SpectraSite, highlighting any field changes made
during installation and verifying the antenna RAD centers.

       9.     INGRESS AND EGRESS.

       (a)    Upon the Execution Date of a Site Agreement, SpectraSite hereby
grants to User, subject to the limitations set forth herein, in the Prime
Lease/License or in the applicable Site Agreement, (i) the non-exclusive
right to use the Tower Space, at locations mutually agreed upon by User and
SpectraSite, for the term hereof for ingress, egress, and access to the Tower
Space adequate to service User's Equipment and (ii) a non-exclusive easement
for the term hereof, for ingress, egress, and access to the Ground Space, on
a twenty-four (24) hours per day, seven (7) days per week basis (subject to
limitations contained in the Prime Lease/License and subject to reasonable
rules and limitations established by SpectraSite), across (A) the Property in
locations mutually agreed upon by SpectraSite and User and (bb) if the
Property is leased or licensed by SpectraSite, across the property of the
Prime Landlord to the extent and in the locations of the Prime Landlord
granted ingress, egress and access easements to SpectraSite in the Prime
Lease/License.  User or User's qualified, insured contractors under User's
direct supervision shall have access to the Tower upon twenty-four (24) hours
notice to SpectraSite, which access

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shall be subject to the accompaniment, at SpectraSite's option, of
SpectraSite's field personnel to provide an escort and/or supervision, and
User shall reimburse SpectraSite for SpectraSite's actual, reasonable costs
related thereto within thirty (30) days of SpectraSite's delivery to User of
a written invoice for such costs.  The foregoing notwithstanding, User shall
have access to the Site and User's Equipment immediately and without notice
in the event of an emergency, and User shall notify SpectraSite as soon as
practicable of User's access during such emergency.  Other security measures
required for a particular Site may be set forth in the Site Agreement.

       (b)    Prior to the Execution Date of a Site Agreement, User may have
access to a Property and the Tower situated thereon only upon the execution and
delivery by SpectraSite and User of an entry and testing agreement in form and
substance substantially similar to SCHEDULE "II" attached hereto and by
reference made a part hereof (an "Entry and Testing Agreement") which will
establish the terms under which User may access the Property and Tower for the
"Permitted Activities," as defined in the applicable Entry and Testing
Agreement.

       10.    UTILITIES, CABLE RUNS.  Upon execution of a Site Agreement,
SpectraSite hereby grants to User the non-exclusive right to use the Tower
for the term hereof to place any utilities and cable runs on the Tower, at
locations mutually agreed upon in writing by SpectraSite and User, in order
to service or operate the Equipment, subject to SpectraSite's prior written
approval of the design and installation method and procedures, such approval
not to be unreasonably withheld, conditioned or delayed.  Upon execution of
the Site Agreement, SpectraSite hereby grants to User a non-exclusive
easement to the Ground Space for the term hereof to place any utilities or
cable runs on or bring utilities across the Property and if the Property is
leased or licensed by SpectraSite, the property of the Prime Landlord to the
extent and in the locations the Prime Landlord granted utility and cable run
easements.  User shall pay the cost of all utility service necessary to
install, maintain and operate the Equipment, including, if User occupies
space within a shelter owned by SpectraSite, a proportionate share of the
utilities for the environmental controls for the shelter (based on a
percentage of space used by User in the shelter).  User shall install a
separate meter for User's use within the Site, unless User obtains
SpectraSite's prior written approval of an alternate location.  If
installation of a meter is not practicable, the parties shall prorate such
charges based on approximate actual use within thirty (30) days of User
having been provided a copy of the invoice and details of the calculations by
which the amount due from User was derived by SpectraSite.  User shall obtain
and pay the cost of telephone connections.  Installation of telephone service
shall be in compliance with the procedures for installation and maintenance
of Equipment set forth herein.

       11.    USER'S COVENANTS.  User covenants that from the Execution Date
of a Site Agreement, that the Equipment, and all installation, operation,
modification, relocation and maintenance associated therewith, will:

       (a)    In no way damage the Tower, Property, any other structure or
accessories thereto, any Prior User's, as defined below, facilities or equipment
or any Subsequent User's, as defined below, facilities or equipment, normal wear
and tear excepted.  If damage, other than normal wear and tear, occurs and such
damage is caused by User, or User's employees, agents,

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contractors, or subcontractors, then User shall be liable for repair or
reimbursement of repair for said damages;

       (b)    Not interfere with SpectraSite's operation on the Tower or the
operations of any Prior User (as defined herein).  For purposes hereof, a
"Prior User" shall mean any other user of the Tower that has submitted to
SpectraSite a site application in good faith prior to the submission of
User's Site Application for such Tower, which site application serves as the
basis for a written agreement for the use of the Tower by such user.  In the
event SpectraSite determines, in its sole discretion based on standard and
accepted engineering practices, that User's Equipment are interfering with
the operation of SpectraSite's or a Prior User's equipment, authorized
frequency spectrum or signal strength, User shall, within forty-eight (48)
hours of notification, take all steps necessary to eliminate the
interference, with the exception of ceasing User's operations.  If User
cannot eliminate or resolve such interference within the forty-eight (48)
hour period, SpectraSite shall have the right to require that User turn off
its Equipment and only turn on its Equipment during off-peak hours specified
by SpectraSite in order to test whether such interference continues or it has
been satisfactorily eliminated.  In the event that User is unable to resolve
or eliminate, to the satisfaction of SpectraSite, such interference within
thirty (30) days from the initial notification of such interference, User
will immediately remove or cease operations of the objectionable Equipment
and SpectraSite shall have the right to terminate the applicable Site
Agreement.  User shall not on any Site interfere with SpectraSite's use of
the Site, the provision of services to SpectraSite's customers, or the use of
the Site by other Prior Users.  Such interference shall be deemed a material
breach of the Site Agreement.

       (c)    Not interfere with the maintenance of the Tower and the Tower
lighting system;

       (d)    Keep the Equipment in a state of repair acceptable to
SpectraSite in SpectraSite's reasonable discretion;

       (e)    Identify the Equipment with metal tags fastened securely to its
bracket on the Tower and to each transmission line;

       (f)    Comply with all applicable rules and regulations of the FCC and
all federal, state and local laws governing use of the Equipment on the Site;

       (g)    Comply with all applicable laws and ordinances and promptly
discharge or bond off any lien for labor or material for which User
contracted, within thirty (30) days of filing same;

       (h)    Within thirty (30) days after the expiration or termination of
a Site Agreement, remove all Equipment from the Property and restore the
Tower and the Site to its original condition, normal wear and tear excepted.
If User does not remove the Equipment on or prior to the expiration or
termination of the applicable Site Agreement, User shall remove such
Equipment within a reasonable period thereafter provided User pays to
SpectraSite 125% of the Rent in effect during such holdover period.  If User
does not remove its Equipment within thirty (30) days after the expiration or
termination of the Site Agreement, SpectraSite shall have the

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right to remove and store the Equipment, at User's sole expense, and User
shall reimburse SpectraSite for such expenses upon demand.  If SpectraSite
removes the Equipment, SpectraSite shall not be responsible for any damage to
the Equipment during the removal and storage thereof unless caused by the
gross negligence of SpectraSite.  Notwithstanding the foregoing, except as
may be required under any lease or license agreement pursuant to which
SpectraSite has rights in and to the Property, User shall not be required to
remove any concrete pads upon which User's Equipment shelters or cabinets may
have been located upon the expiration or termination of a Site Agreement;

       (i)    Upon the completion of the initial installation of the
Equipment on the Site, or within thirty (30) days of the completion of the
relocation of the Equipment or installation of additional equipment on the
Site and, for any year in which User has performed a site audit on the Site
or the Equipment or User's operations at the Site have changed or been
modified, by December 1 of each year throughout the term of the Site
Agreement, provide SpectraSite with the number of batteries, battery model
numbers, battery manufacturers, the number of cells in each battery and the
amount of sulfuric acid in User's batteries on the Site in order for
SpectraSite or if, the property is leased or licensed by SpectraSite, the
Prime Landlord, to file such information with the Environmental Protection
Agency ("EPA") and any state and local authorities as required by applicable
law.  Further, within thirty (30) days of User's receipt of a written request
from SpectraSite, User will provide SpectraSite with any other information
and copies of documents relating to the Equipment located on the Site which
SpectraSite or Prime Landlord may be required to file with the FCC, EPA or
any other governmental agencies.  User agrees to indemnify and hold
SpectraSite harmless from any liabilities resulting from any inaccuracies in
such information or documentation delivered by User to SpectraSite or User's
failure to provide SpectraSite with such information or documentation in
accordance with the provisions of this Section 11 (i);

       (j)    Be coordinated through SpectraSite and User shall cooperate with
SpectraSite.

       (k)    Comply with the rules and regulations of the FCC.  SpectraSite
has constructed its Towers in compliance with the rules and regulations of
the FCC. By User's collocation on any SpectraSite Tower, User accepts full
responsibility (including financial responsibility) to take any and all
measures to comply with the FCC mandate as it pertains to modifications of
existing towers.  After this mandate has been satisfied, all documentation to
substantiate compliance will be forwarded to SpectraSite for record
maintenance.

       (l)    In the event that an AM radio station is located on a site and
the site is fitted with a detuning apparatus to protect the AM radio
station's antenna array, User will follow the following procedure:

              (i)    Prior to the Site Commencement Date, User will transmit a
       certified letter to the licensee of record of the collocated AM radio
       station at the address listed in the FCC's records, giving notice
       ("Collocation Notice") of the User's intent to collocate its equipment at
       the site.   The Collocation Notice will state that SpectraSite has
       detuned the structure with the installation of a detuning apparatus and
       that Tower will not increase its

                                       11
<PAGE>



       electrical height due to User's collocation.  The installation of
       User's equipment will cause no further perturbation to the AM radio
       station's signal.

              (ii)   User will furnish a copy of the Collocation Notice to
       SpectraSite for its records.

              (iii)  After the Site Commencement Date at the site at which any
       AM radio station is collocated, at its own expense, User will ensure the
       proper working condition of the detuning apparatus by retaining the
       appropriate SpectraSite detuning consultant to take proximity
       measurements at the site and to adjust said apparatus to accommodate
       User's equipment.

       (m)    If, due to User's collocation, it becomes necessary to modify
the actual height of the Tower, it will be the responsibility of User to
retain a detuning consultant and perform a partial proof of performance
report and/or install/modify detuning apparatus to ensure the integrity of a
given AM Signal.


       12.    SPECTRASITE'S COVENANTS.  SpectraSite covenants that during the
term of a Site Agreement it shall:

       (a)    keep Equipment free from any liens arising from any of
SpectraSite's tax liability, work performed, materials furnished or
obligations incurred by or at SpectraSite's request.  All persons either
contracting with SpectraSite or furnishing or rendering labor and materials
to SpectraSite shall be notified in writing by SpectraSite that they must
look only to SpectraSite for payment for any labor or materials.  If any lien
is filed against the Equipment as a result of SpectraSite's acts or
omissions, its employees, agents or contractors or subcontractors,
SpectraSite shall discharge it or bond it off within thirty (30) days after
SpectraSite learns that the lien has been filed.

       (b)    Maintain the Tower and surrounding area in a workmanlike
condition;

       (c)    Upon User's payment of rent and performance of its covenants,
but subject to the terms of any Prime Lease/License pursuant to which
SpectraSite has rights in and to the Property, and subject to any prior lien
or encumbrance on the Property, ensure User's quiet use and enjoyment of the
Site;

       (d)    Comply with all applicable rules and regulations of the FCC,
the FAA, and all federal, state and local laws governing the Tower and
Property;

       (e)    Not permit any Subsequent User (as defined herein) to interfere
with the operation of User's Equipment, authorized frequency spectrum, signal
strength or Equipment.  For purposes hereof, a "Subsequent User" shall mean any
other user of the Tower that submits to SpectraSite a site application for the
use of such Tower after the submission of User's Site Application for such Tower
or any existing user which modifies its use materially, including, without
limitation, any change to frequency channel or range, antenna height, output
power

                                      12
<PAGE>


or effective radiated power or relocation of the transmission equipment at
the site.  In the event SpectraSite determines, in its discretion based on
standard and accepted engineering practices, that the Subsequent User is
interfering with the operation of User's Equipment, authorized frequency
spectrum, signal strength or Equipment, SpectraSite shall, within forty-eight
(48) hours of notification, take all steps necessary to eliminate the
interference, with the exception of ceasing the Subsequent User's operations.
If the Subsequent User cannot eliminate or resolve such interference within
the forty-eight (48) hour period, SpectraSite shall take all steps reasonably
necessary to require that the Subsequent User turn off its equipment and only
turn on its equipment during off-peak hours specified by SpectraSite in order
to test whether such interference continues or it has been satisfactorily
eliminated.  In the event that the Subsequent User is unable to resolve or
eliminate, to the satisfaction of SpectraSite, such interference within
thirty (30) days from the initial notification of such interference, the
Subsequent User will immediately remove or cease operations of the
objectionable equipment. Notwithstanding the foregoing, if the Subsequent
User is a governmental entity, SpectraSite shall have the right to give the
governmental entity five (5) business days notice prior to SpectraSite being
required to take any actions required by this Section 12 (d) to cure such
interference.  SpectraSite shall give such governmental entity written notice
of the interference within two (2) business days of SpectraSite's
determination that such action is reasonably necessary.  SpectraSite's notice
to the governmental entity shall be deemed given on the day it is delivered
by hand or on the day it is deposited with an overnight courier or the United
States mail.

       13.    COMPLIANCE WITH LAWS.

       (a)    FCC AND FAA COMPLIANCE.  SpectraSite acknowledges that it is
aware of its obligations under Section 303 of the Communications Act of 1934
(47 U.S.C. 303), as amended, and the rules promulgated thereunder, to
maintain the painting and illumination of Towers as prescribed by the FCC.
SpectraSite further acknowledges that it is aware that it is subject to
forfeitures assessed by the FCC for violations of such rules and
requirements.  SpectraSite further acknowledges that it, and not User, shall
be responsible for compliance with all Tower or building marking and lighting
requirements, which may be required by the FAA or the FCC.  SpectraSite shall
indemnify and hold harmless User from any fines or other liabilities caused
by SpectraSite's failure to comply with such requirements.  Further, should
User be cited by either the FCC or FAA because a Tower is not in compliance
within the time frame allowed by the citing agency, User may terminate the
Site Agreement for such Tower immediately upon notice to SpectraSite, or, at
User's option, cause the Tower to comply with FAA or FCC requirements and
SpectraSite shall be responsible for reimbursing User for its actual costs
incurred to bring the Tower into compliance with FAA or FCC requirements.
Notwithstanding the foregoing, if FAA or FCC compliance requires the removal
and/or relocation of the Tower, User's sole remedy shall be to terminate the
Site Agreement for such Tower.  Upon such termination, the parties to the
Site Agreement shall be released from all duties, obligations, liabilities
and responsibilities under the Site Agreement except for any indemnity
obligations, including without limitation, environmental indemnity and tax
obligations, and User's obligation to remove the Equipment from the Property.

                                      13
<PAGE>


       (b)    HAZARDOUS SUBSTANCES. Each Party warrants and represents that
it will not use, store, dispose, or release any Hazardous Substances on the
Property in violation of any applicable federal, state or local law,
regulation, or order.  "Hazardous Substances" means any hazardous material or
substance which is or becomes defined as a hazardous substance, pollutant or
contaminant subject to reporting, investigation or remediation pursuant to
any federal, state or local law, regulation or order; and any substance which
is or becomes regulated by any federal, state or local governmental
authority; and any oil, petroleum products and their by-products.

       (c)    PHASE I - ENVIRONMENTAL SITE ASSESSMENT.  After the execution
and delivery by SpectraSite and User of an Entry and Testing Agreement for a
Site User may perform a Phase I - environmental site assessment on the
Property pertaining to such Site provided such Phase I - environmental site
assessment does not involve any subsurface soils testing and further provided
that User provides SpectraSite with a complete written copy of the Phase I -
environmental site assessment within ten (10) days of completion at no
expense to SpectraSite. Only with SpectraSite's prior written consent and
subject to SpectraSite's supervision may User perform a Phase II -
environmental site assessment on the Property.

       14.    ASSIGNMENT OR SUBLETTING; NO LIENS.  (a)  This MSA and any Site
Agreement shall be binding upon and inure to the benefit of the legal
representatives, heirs, successors, and assigns of SpectraSite and User.

       (b)    ASSIGNMENT.  (i)     Either Party may assign all of its right,
title or interest hereunder to its affiliates or subsidiaries.

              (ii)   Either Party may assign this Agreement as part of a larger
       transaction, which includes the sale, or transfer of substantially all of
       its assets.

              (iii)  Either Party may assign all or a portion of its rights,
       title or interests hereunder only upon SpectraSite's prior written
       consent, which consent shall not be withheld or delayed if the proposed
       assignee agrees in writing to be bound hereby and maintains at the time
       of such assignment, as demonstrated by current financial statements
       provided to SpectraSite, a financial position reasonably demonstrating
       the ability of such assignee to meet and perform the obligations to be
       assigned hereunder through the unexpired balance of the current Initial
       Term or Renewal Term, as the case may be (or delivers to SpectraSite a
       full guaranty of such obligations by a guarantor that so demonstrates
       such a financial position).

              (iv)   Any purported assignment, which violates of the terms of
       this MSA or any Site Agreement shall be void.

              (v)    User may not sublicense all or any part of the Site without
       SpectraSite's prior written consent.


                                      14
<PAGE>

       (c)    LIENS.  User shall keep the Property, the Tower, the Site and
the Equipment free from any liens arising from any work performed, materials
furnished or obligations incurred by or at the request of User.  All persons
either contracting with User or furnishing or rendering labor and materials
to User shall be notified in writing by User that they must look only to User
for payment for any labor or materials.  If any lien is filed against the
Property, the Tower, the Site or the Equipment as a result of the acts or
omissions of User, its employees, agents or contractors or subcontractors,
User shall discharge it or bond it off within thirty (30) days after User
learns that the lien has been filed.

       15.    INSURANCE; RISK OF LOSS.

       (a)    USER'S INSURANCE.  Prior to installation of the Equipment and
to having access to a Site and at all times during the term of a Site
Agreement, User shall provide proof of insurance for each individual Site, as
outlined below, satisfactory to SpectraSite, and maintain the coverages
specified below during the term of a Site Agreement and until all Equipment
are removed from the Site following termination of a Site Agreement:

              (i)    Commercial General Liability Insurance with limits of not
       less than $2,000,000 per occurrence and in the aggregate.

              (ii)   Workers' Compensation coverage in the statutory amount.

              (iii)  Employers Liability coverage with limits of not less than
       $500,000 each accident, $500,000 each employee by disease and $500,000
       policy limit by disease.

              (iv)   Automobile Liability for Owned and Non-Owned Autos,
       Combined Single Limit of $1,000,000.

       (b)    SPECTRASITE'S INSURANCE.    Prior to installation of the User's
Equipment and at all times during the term of a Site Agreement, SpectraSite
shall provide proof of insurance for each individual Site, as outlined below,
and maintain the coverages specified below during the term of a Site
Agreement and until all of User's Equipment is removed from the Site
following termination of a Site Agreement:

              (i)    Commercial General Liability Insurance with limits of not
       less than $2,000,000 per occurrence and in the aggregate.

              (ii)   Workers' Compensation coverage in the statutory amount.

              (iii)  Employers Liability coverage with limits of not less than
       $500,000 each accident, $500,000 each employee by disease and $500,000
       policy limit by disease.

              (iv)   Automobile Liability for Owned and Non-Owned Autos,
       Combined Single Limit of $1,000,000.

                                      15
<PAGE>


       (c)    ADDITIONAL INSURED.  Each Party shall name the other Party as
an additional insured under its liability policy. Additionally, each Party
shall obtain a waiver of subrogation from its insurer on the policies listed
above. No policy may be cancelable or subject to reduction of coverage.

       (d)    THIRD PARTIES.  User and SpectraSite shall require their
respective contractors and subcontractors to carry workers' compensation
insurance and adequate liability insurance in conformity with the minimum
requirements listed above.

       (e)    RISK OF LOSS; LIMITATION OF LIABILITY.  Notwithstanding
anything herein to the contrary, each party shall bear the risk of loss of or
damage to the respective personal property during the term of each Site
Agreement except to the extent caused by the negligence or willful misconduct
of the other party. Neither party shall be liable for any damage to the other
party's personal property except to the extent caused by a party's negligence
or willful misconduct.  Notwithstanding anything herein to the contrary, the
parties shall not be liable for any consequential or incidental damages
incurred by the other party due to any malfunction, vandalism, acts of God
(including, without limitation, lightning, wind, rain, hail, fire or storms)
or any other damage resulting from any reason.  In the event the Tower or
other portions of the Site are destroyed or so damaged as to be unusable;
SpectraSite shall exercise best efforts to restore the Site in a prompt
matter.  In the event SpectraSite is unable to restore the site in a timely
manner (i.e. within 90 days), or User may elect to cancel and terminate the
Site Agreement, or in the alternative may elect to restore the Site, in which
case User and SpectraSite shall remain bound hereby but shall be entitled to
an abatement of rent during the loss of use.  In no event shall the leasehold
or other interest created by the Site Agreement be specifically enforceable
and in no event shall SpectraSite be responsible to any party for
consequential damages, lost business opportunities, profits or market share.

       (f)    REMOVAL OF EQUIPMENT.  User's obligation to provide the
insurance coverages set forth in this Section 15 shall survive the expiration
or termination of the Site Agreement until the Equipment is removed from the
Property.

       16.    INDEMNIFICATION.  User and SpectraSite each indemnifies the
other against and holds the other harmless from any and all costs, demands,
damages, suits, expenses, or causes of action (including reasonable attorneys
fees and court costs) which arise out of the use, maintenance and/or
occupancy of the Site by the indemnifying party, including any and all
claims, liabilities, demands, causes of action, losses, damages, orders,
judgments, penalties, clean-up costs, costs and expenses including, without
limitation, attorneys fees and costs arising from the other Party's
misrepresentation, breach of warranty or breach of agreement, contained in
Section 13 (b).  This indemnity does not apply to any claims arising from the
gross negligence or intentional misconduct of the indemnified party.  Except
for claims arising from its own acts of gross negligence or intentional
misconduct, neither Party will have any liability for personal injury or
death, loss of revenue due to discontinuance of operations at the Site, or
imperfect communications operations experienced by User for any reason. The
obligations of indemnity

                                      16
<PAGE>


pursuant to Section 13 (b) shall survive the termination or expiration of
this MSA and each Site Agreement for a period of two (2) years.



       17.    DEFAULT.

       (a)    USER'S DEFAULT.  Each of the following shall be considered a
default of a Site Agreement by the User:

              (i)    The failure to pay any rent required pursuant to this MSA
       and the Site Agreement within twenty (20) business days after receipt of
       SpectraSite's written notice of such failure;

              (ii)   The failure to cure, within (30) days after receipt of
       SpectraSite's written notice thereof, any breach of any other term of
       this MSA or the Site Agreement, provided, however, that if such breach is
       not capable of being cured within such period but User has undertaken
       efforts to cure such breach, and such breach is capable of being cured,
       such thirty (30) day period shall be extended for so long as User is
       diligently attempting in good faith, to cure such breach, not to exceed
       an additional thirty (30) calendar days (except for promises relating to
       interference as set forth in Section 11 (b) hereof);

              (iii)  The failure of User to eliminate interference problems as
       set forth in Section 11(b); or

              (iv)   If (a) User gives notice to any governmental body of its
       insolvency or pending insolvency or makes an assignment for the benefit
       of creditors or takes any other similar action for the protection or
       benefit of its creditors, or files an answer admitting the material
       allegations of, or consenting to, or defaults in answering any pleading
       filed with respect to the commencement of any case or proceeding
       respecting User under any bankruptcy or insolvency law, or (b) any order
       for relief is entered against User in any case in bankruptcy, any order,
       judgment or decree is entered against User by a court of competent
       jurisdiction appointing a receiver, trustee, custodian or liquidator of
       User or of all or a substantial part of its assets, and such order,
       judgment, or decree continues unstayed and in effect for a period of
       ninety (90) consecutive days, or any proceeding for the reorganization of
       a party under, or for an arrangement under, any bankruptcy or insolvency
       law applicable to User is commenced whether by or against User and not
       dismissed within ninety (90) days from commencement thereof.

       (b)    REMEDIES.  Upon default of a Site Agreement by User, in
addition to all other remedies provided at law or in equity, SpectraSite may,
at its option:

                                      17
<PAGE>


              (i)    elect to terminate the Site Agreement and to remove all of
       the Equipment by legal process, thereby terminating the Site Agreement,
       and store the Equipment at User's expense, payable upon demand by
       SpectraSite

              (ii)   elect to treat the Site Agreement in full force and effect
       and shall be entitled to collect the rent provided for hereunder.

       (c)    CROSS DEFAULT  Notwithstanding anything to the contrary
contained in the foregoing, in the event User is in default in respect of the
payment of Rent on more than ten percent (10%) of the Sites covered by this
MSA at the time of such default, and if such default shall remain uncured
thirty (30) days after written notice of cross default (hereinafter referred
to as "Cross Default Notice"), SpectraSite may, at its option, terminate this
MSA with respect to all of the Sites covered thereby.  Any Cross Default
given by SpectraSite shall (i) identify the Sites for which User is in
default with respect to the payment of Rent and (ii) set forth the amount of
Rent past due for each Site so identified.

       (d)    Upon the termination of a Site Agreement pursuant to this
Section, the parties hereto shall be released from all duties, obligations,
liabilities and responsibilities under the Site Agreement except for
indemnity obligations, including without limitation, environmental indemnity
and tax obligations, any obligations arising prior to the date of
termination, and User's obligation to pay the accelerated rent as described
above and to remove its Equipment from the Property.

       18.    TERMINATION.  In the event SpectraSite's right to occupy the
Property is terminated at any time following execution of a Site Agreement as
a result of the termination or expiration of the Prime Lease/License,
SpectraSite shall have no liability to User as a result of such termination,
the Site Agreement shall automatically terminate upon the effective
termination date of the Prime Lease/License and be of no further force and
effect, and except for any indemnity obligations and User's obligation to
remove the Equipment from the Property, the parties hereto shall be released
from all duties, obligations, liabilities and responsibilities under the Site
Agreement.  SpectraSite represents and warrants that with respect to each
Site, SpectraSite shall timely exercise any and all renewal options which
become available during the Term of any Site Agreement or any Renewal Term
thereof.

       19.    CONDEMNATION AND DESTRUCTION. If the whole or any substantial
part of the Property, except for any shelter owned by SpectraSite, shall be
taken by any public authority under the power of eminent domain, or if the
whole or any substantial part of the Property, except for any shelter owned
by SpectraSite, shall be destroyed by fire or other casualty, so as to
interfere with SpectraSite's use and occupancy thereof, then the applicable
Site Agreement shall cease on the part so taken on the date of possession by
such authority of that part or the destruction of that part, and SpectraSite
shall exercise best efforts to locate, secure and obtain all required
governmental approvals and construct a reasonable replacement site.  If the
replacement site is acceptable to User, User shall relocate its equipment to
the replacement site at its sole cost and expense.  Prior to SpectraSite
commencing its best efforts described above, User shall determine if it
wishes to continue the Site Agreement at the replacement site, or shall have
the

                                      18
<PAGE>


right to terminate the applicable Site Agreement upon written notice to
SpectraSite  If User chooses not to terminate the applicable Site Agreement,
the Base Rent shall be reduced or abated in proportion to the actual
reduction or abatement of User's use of the Site.

       20.    EMISSIONS.  If antenna power output ("RF Emissions") are
presently or hereafter become subject to any restrictions imposed by the FCC
or other governmental agency for RF Emissions standards on Maximum
Permissible Exposure ("ME") limits, or if the Tower otherwise become subject
to federal, state or local rules, regulations, restrictions or ordinances,
User shall comply with SpectraSite's requests for modifications to User's
Equipment which are necessary for SpectraSite to comply with such limits,
rules, regulations, restrictions or ordinances.  The RF Emissions
requirements of User shall be subordinate to any prior users of the Tower.
Similarly, the RF Emissions of users subsequent to User shall become
subordinate to any requirements of User.  If SpectraSite requires an
engineering evaluation or other power density study be performed to evaluate
RF Emissions compliance with ME limits, then a propionate share of the
reasonable costs of such an evaluation or study.  If said study indicates
that RF Emissions at the facility do not comply with ME limits, then User,
SpectraSite, and subsequent tenants shall immediately take any steps
necessary to ensure that they are individually in compliance with such limits
or shall at the demand of SpectraSite cease operation until a maintenance
program or other mitigating measures can be implemented to comply with ME.
If User's facilities cannot be modified because of FCC licensing concerns,
diminished coverage resulting from the modification or any other adverse
impact on User's operations from the site, User may terminate the Site
Agreement without penalty and receive a refund of any unused rent.

       21.    RELOCATION OF TOWER.  SpectraSite may, at its election,
relocate the Tower to an alternative location or property owned or leased by
SpectraSite. Such location will (i) be at SpectraSite's sole cost, (ii) not
result in an interruption of User's communications services or effect the
services that User provides to its customers and (iii) User shall pay rent in
the same amount as paid for the previous site, or User may terminate the Site
License.  Upon such relocation, the Property covered herein shall be the new
Tower and the new ground area on which the new Tower sits.  At the request of
either party, User and SpectraSite shall enter into an amendment of the Site
Agreement, to clarify the rights of SpectraSite to the new Tower.

       22.    LIMITATION OF PARTIES' LIABILITY. Neither User nor SpectraSite
shall assert any claim against the other for loss of anticipatory profits or
any other direct, special, incidental or consequential damages incurred as a
result of User's use of any Site pursuant to this MSA.

       23.    RULES.  SpectraSite may, from time to time, establish
reasonable rules relating to access to and from the Property, which apply
equally to all attachers at a Site.  User agrees to comply with such rules.
Such rules shall not materially impede User's access rights or adversely
impact User or its operations.

       24.    MORTGAGE BY SPECTRASITE.  This MSA and each Site Agreement is
and shall be subject to a security interest or mortgage which might now or
hereafter constitute a lien upon the Site.  This MSA and each Site Agreement
is and shall be subject and subordinate in all respects

                                      19
<PAGE>


to any and all such mortgages on the Site and to all renewals, modifications,
consolidations, replacements and extensions thereof.  In the event any
proceedings are brought for foreclosure or in the event of the exercise of
the power of sale under any mortgage covering any Site, the User shall attorn
to the purchaser upon any such foreclosure or sale and recognize such
purchaser as the lessor/User, as applicable, under this MSA and the
applicable Site Agreement(s); provided that so long as the User is not in
default hereunder, this MSA and the applicable Site Agreement(s) shall remain
in full force and effect, and User's use and occupancy pursuant to this MSA
and applicable Site Agreements shall not be disturbed.

       25.    ENTIRETY.  This MSA and Site Agreement, including all Schedules
and Exhibits hereto and thereto, constitute the entire agreement between
SpectraSite and User and any modification to the MSA or Site Agreement, any
Schedule or Exhibits hereto or thereto, must, in order to be effective, be in
writing, signed by authorized representatives of each party.

       26.    WAIVER.  Failure or delay on the part of either party to
exercise any right, power, privilege or remedy hereunder shall not operate as
a waiver thereof; nor shall any single or partial exercise of any right under
this MSA of under a Site Agreement preclude any other or further exercise
thereof or the exercise of any other right.

       27.    BINDING EFFECT.  This MSA and the Site Agreements shall extend
to and bind the heirs, personal representatives, successors, permitted
assigns, or its successors in interest of the parties hereto.

       28.    GOVERNING LAW.  This MSA and performance hereunder and
thereunder shall be governed, interpreted, construed and regulated by the
laws of the state of Delaware.  Each Site Agreement and performance hereunder
and thereunder shall be governed, interpreted, construed and regulated by the
laws of the state where the Property and Site are located.

       29.    NOTICE.  All notices hereunder shall be deemed validly given if
sent by certified mail, return receipt requested, or with a nationally
recognized courier which provides notice of receipt, postage fully prepaid,
addressed as follows, or to such other addresses as may be given from either
party in writing to the other:

       SpectraSite:  SpectraSite Communications, Inc.
                     100 Regency Forest Drive, Suite 400
                     Cary, NC 27511
                     Attn:  Legal Department

       User:         Ubiquitel Leasing Company
                     1 Bala Plaza East
                     Bala Cynwid, Pennsylvania  19004
                     Attn: Dean Russell






                                      20

<PAGE>


       30.    HEADINGS.  Section headings in this MSA and in each Site
Agreement are included for the convenience of reference only and shall not
constitute a part of this MSA or the Site Agreement for any other purpose.

       31.    BROKERAGE.  User warrants and represents to SpectraSite that it
has not dealt with a real estate agent or broker with respect to this MSA or
any Site Agreement, and shall hold SpectraSite harmless against all claims by
any real estate agent or broker claiming a commission hereunder or thereunder
on behalf of User.  SpectraSite warrants and represents to User that it has
not dealt with a real estate agent or broker with respect to this MSA or any
Site Agreement, and shall hold User harmless against all claims by any real
estate agent or broker claiming a commission hereunder or thereunder on behalf
of SpectraSite.

       32.    MEMORANDUM OF LEASE.  At the request of User, SpectraSite hereby
agrees to execute a memorandum or short form of lease (a "Memorandum of
Lease"), in form satisfactory for recording, and such Memorandum of Lease may
be filed of record by the User, at User's sole cost, including taxes or
assessments incurred in connection therewith.  The parties understand and
agree that this MSA and the Site Agreements shall not be recorded of record.
User agrees to prepare, execute and record, at its expense, a release, within
thirty (30) days of expiration or termination of a Site Agreement.  In the
event User fails to do so, SpectraSite has a contractual right as User's agent
for this limited purpose to prepare, execute and record such release and User
shall reimburse SpectraSite, upon demand, for all expenses, including attorney
fees and filing fees, incurred in connection therewith.

       33.    COUNTERPARTS.  This MSA and each Site Agreement may be executed
in any number of counterparts, each of which shall be an original, but all of
which together shall constitute but one instrument.

       34.    AUTHORITY.  Each party hereby represents and warrants to the
other that all necessary corporate authorizations required for execution and
performance of this MSA and each Site Agreement have been given and that the
undersigned officer is duly authorized to execute this MSA and each Site
Agreement and bind the party for which it signs.

       35.    SEVERABILITY.  If any term, covenant, condition or provision of
this MSA or the Site Agreement or any application hereof or thereof shall, to
any extent, be invalid or unenforceable, the remainder of this MSA and each
Site Agreement shall not be affected thereby, and shall be valid and
enforceable to the fullest extent permitted by law.


                                       21

<PAGE>

       36.    DISCLAIMER OF WARRANTIES.  EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT, SPECTRASITE HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ASSOCIATED WITH THE
PROPERTY OR THE TOWER.  USER ACCEPTS THE SITE "AS IS."


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


                            SPECTRASITE:

                            SPECTRASITE COMMUNICATIONS, INC., a Delaware
                            corporation

                               By:
                                               ----------------------------
                               Printed Name:
                                               ----------------------------
                               Title:
                                               ----------------------------
                               Signature Date:
                                               ----------------------------


                            USER:

                            UBIQUITEL LEASING COMPANY, a Delaware
                            corporation

                               By:
                                               ----------------------------
                               Printed Name:
                                               ----------------------------
                               Title:
                                               ----------------------------
                               Signature Date:
                                               ----------------------------









                                       22

<PAGE>

                                    SCHEDULE "I"
                                   SITE AGREEMENT

       THIS SITE AGREEMENT (the "Site Agreement") is made as of the latter
signature date hereof (the "Execution Date"), by and between SPECTRASITE
COMMUNICATIONS, INC., its successors and assigns [as attorney-in-fact for     ,
pursuant to Tower Management Agreement dated      ] (hereinafter referred to as
"SpectraSite") and [     , a subsidiary or affiliate of] UBIQUITEL LEASING
COMPANY. (hereinafter referred to as "User").  Unless otherwise defined herein,
capitalized terms shall have the meaning set forth in the MSA.  The parties
agree that except as otherwise set forth herein, the terms and conditions of
the MSA shall govern the relationship of the parties under this Site Agreement
and the MSA is incorporated herein by reference.  In the event of a conflict
or inconsistency between the terms of the MSA and this Site Agreement, the
terms of this Site Agreement shall govern and control.


       1.     SPECTRASITE SITE NAME/NUMBER:

       2.     USER SITE NAME/NUMBER:

       3.     NAME OF USER:

       4.     NAME OF PRIME LANDLORD:

       5.     DATE OF PRIME LEASE/LICENSE:

       6.     SITE ADDRESS:

       7.     SITE LATITUDE AND LONGITUDE:

       8.     CENTERLINE ANTENNA HEIGHT:              .

       9.     BASE RENT:                                 subject to three
              percent (3%) increases annually, commencing on the fifth (5th)
              anniversary of the Site Commencement Date of this Site Agreement.

       10.    SITE COMMENCEMENT DATE.            the earlier of:  (i) the date
              User commences the installation of its Equipment on the Tower; or
              (ii) thirty (30) days from the Execution Date of the Site
              Agreement.

       11.    INITIAL TERM:               five (5) or ten (10) years commencing
              on the Site Commencement Date.

       12.    RENEWAL TERM:        three (3) five year renewal terms.

       13.

       14.    SQUARE FEET OF GROUND SPACE:


                                       23

<PAGE>

       15.    SPECTRASITE CONTACT FOR EMERGENCIES:   TowerSentry
                                                     1-888-498-3667

       16.    SPECTRASITE ADDRESS FOR PAYMENTS:

                            SpectraSite Communications, Inc.
                            PO Box 751760
                            Charlotte, NC  28275-1760

       *USER MUST INCLUDE THE SPECTRASITE SITE NUMBER ON EACH RENT CHECK

       17.    USER CONTACT FOR EMERGENCIES:






       18.    SITE SPECIFIC PROVISIONS:








                                       24

<PAGE>

       IN WITNESS WHEREOF, the parties hereto have set their hands as of the
signature date set forth below.

                            SPECTRASITE:

                            SpectraSite Communications, Inc., a Delaware
                            corporation

                               By:              EXHIBIT - NOT FOR SIGNATURE
                                               ----------------------------
                               Printed Name:
                                               ----------------------------
                               Title:
                                               ----------------------------
                               Signature Date:
                                               -----------------

                            USER:

                            Ubiquitel Leasing Company, a Delaware
                            corporation

                               By:              EXHIBIT - NOT FOR SIGNATURE
                                               ----------------------------
                               Printed Name:
                                               ----------------------------
                               Title:
                                               ----------------------------
                               Signature Date:
                                               -----------------






                                       25

<PAGE>

                                    EXHIBIT "A"
                                    -----------

Site Description
----------------

Site Name:    _____________                      MSA/RSA/MTA/BTA: ___________
Site Number:  _____________                      Site Address: ______________

Legal Description of Property:
-----------------------------








Legal Description of Access Easement:
------------------------------------








Legal Description of Utility Easement:
-------------------------------------










                                       26

<PAGE>


                                   EXHIBIT "A-1"
                                   -------------

                           PRIME LEASE/LICENSE AGREEMENT

                               (Subject to redaction)

























                                       27
<PAGE>

                                    EXHIBIT "B"


                                 USER'S GROUND SPACE



<PAGE>

<TABLE>
<CAPTION>
                                    EXHIBIT "C"
                    USER'S TOWER EQUIPMENT AND GROUND EQUIPMENT

----------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>
 RETURN THIS APPLICATION TO: (E-MAIL IS PREFERRED)                         Date Received by SCI:
                                                                                                ----------------
 SPECTRASITE COMMUNICATIONS, INC.                                          Revision Dates:
 100 REGENCY FOREST DRIVE, SUITE   E-     Error! Bookmark not defined                           ----------------
 400                               MAIL
 CARY, NC 27511                    OFFICE:  919-468-0112                   SCI Site Name:       ----------------
 ATTN: COLLOCATION MANAGEMENT      FAX:     919-465-3343                   SCI Site Number:     ----------------

----------------------------------------------------------------------------------------------------------------
                                            APPLICANT INFORMATION
----------------------------------------------------------------------------------------------------------------
 Applicant                                                 Contact Name:
                             -------------------------                  ----------------------------------------
 Applicant Site Name:                                      Contact Number:
                             -------------------------                  ----------------------------------------
 Applicant Site Name:                                      Contact Fax:
 -----------------------------------------------------                  ----------------------------------------
 Applicant Legal Entity Name:                              Contact Address:
                             -------------------------                  ----------------------------------------
 Notice Address for Lease:
                             -------------------------                  ----------------------------------------
                                                           Contact Email:
----------------------------------------------------------------------------------------------------------------
                                          ADDITIONAL CARRIER INFORMATION
----------------------------------------------------------------------------------------------------------------
 Leasing Contact Name/Number:
                                  ------------------------------------------------------------------------------
 RF Contact Name/Number:
                                  ------------------------------------------------------------------------------
 Construction Contact Name/Number:
                                  ------------------------------------------------------------------------------
 Emergency Contact Name/Number:
                                  ------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
                                SPECTRASITE TOWER INFORMATION
----------------------------------------------------------------------------------------------------------------
 Latitude:                                           Existing Structure Type:
 Longitude:           -----------------------------  Existing Structure Height:   -------------------------------
                -------------------------------------------------------------------------------------------------
 Site Address:
----------------------------------------------------------------------------------------------------------------
                                                 ANTENNAS
----------------------------------------------------------------------------------------------------------------
 Sector                                      V1                   V2                 V3
----------------------------------------------------------------------------------------------------------------
 Desired Rad Center (Feet AGL)
----------------------------------------------------------------------------------------------------------------
 Antenna Quantity
----------------------------------------------------------------------------------------------------------------
 Antenna Manufacturer
----------------------------------------------------------------------------------------------------------------
 Antenna Model (Attach Spec Sheet)
----------------------------------------------------------------------------------------------------------------
 Weight (per antenna)
----------------------------------------------------------------------------------------------------------------
 Antenna Dimensions
----------------------------------------------------------------------------------------------------------------
 ERP (watts)
----------------------------------------------------------------------------------------------------------------
 Antenna Gain
----------------------------------------------------------------------------------------------------------------
 Orientation/Azimuth
----------------------------------------------------------------------------------------------------------------
 Mechanical Tilt
----------------------------------------------------------------------------------------------------------------
 Channels
----------------------------------------------------------------------------------------------------------------
 Tower Mount Dimensions
----------------------------------------------------------------------------------------------------------------
 Tower Mount Weight
----------------------------------------------------------------------------------------------------------------
 Tower Mount Mounting Height
----------------------------------------------------------------------------------------------------------------
 Transmit Frequency
----------------------------------------------------------------------------------------------------------------
 Receive Frequency
----------------------------------------------------------------------------------------------------------------
 Number of Coax Cables (PER ANTENNA)
----------------------------------------------------------------------------------------------------------------
 Diameter of Coax Cables
----------------------------------------------------------------------------------------------------------------
 Type of Service (i.e. CELLULAR, CDMA, GSM, TDMA, PAGING):
----------------------------------------------------------------------------------------------------------------
                                             GROUND SPACE REQUIREMENTS
----------------------------------------------------------------------------------------------------------------
 Total Lease Area Dimensions
----------------------------------------------------------------------------------------------------------------
 Cabinet Pad Dimensions                        Cabinet Manufacturer/Model
----------------------------------------------------------------------------------------------------------------
 Shelter Pad Dimensions                        Shelter Manufacturer/Model
----------------------------------------------------------------------------------------------------------------
                                          POWER REQUIREMENTS
----------------------------------------------------------------------------------------------------------------
 AC Power                                      Required Voltage and Total Amperage
----------------------------------------------------------------------------------------------------------------
</TABLE>

                                       29
<PAGE>


                                    EXHIBIT "D"

                     Notice of Installation of User's Equipment


[DATE]



SpectraSite Communications, Inc.
100 Regency Forest Drive, Suite 400
Cary, NC 27511

Attn:  Collocation Management

RE:    SITE AGREEMENT FROM SPECTRASITE TO UBIQUITEL HOLDINGS, INC. AT
       [SpectraSite's Tower #]
       [SpectraSite's Tower Name]
       [SpectraSite's Tower Address]

Dear Collocation Management:

       Pursuant to SECTION 6(b) of the Master Site Agreement, this letter
serves to advise you that Ubiquitel Leasing Company. commenced the installation
of its Equipment on the Site on the above-referenced property on
___________________, 19__.

                                       Sincerely,


                                       Ubiquitel Holdings, Inc.




                                       30
<PAGE>

                                   SCHEDULE "II"
                            ENTRY AND TESTING AGREEMENT


       This Entry and Testing Agreement ("Agreement") is made as of the ___day
of _______199_, between SPECTRASITE COMMUNICATIONS, INC., a Delaware corporation
("SpectraSite"), and UBIQUITEL LEASING COMPANY, a Delaware corporation
("Entrant"), concerning the following described property owned or leased by
SpectraSite ("Property"): [insert site address]

-------------------------------------------------------------------------------

       SpectraSite currently owns and operates a communications tower (the
"Tower") on the Property.  SpectraSite and Entrant are in the process of
negotiating an agreement whereby Entrant will lease, sublease or license certain
portions of the Property.  In order for Entrant to determine the viability and
feasibility of the Property as a tower or antenna site, Entrant desires to enter
upon and inspect the Property to conduct boundary surveys and/or locate
temporarily communications equipment on the Property to conduct short term radio
propagation tests; and

       As an accommodation to Entrant, SpectraSite is willing to grant
permission to Entrant, its employees, agents or contractors to enter upon the
Property solely to conduct such investigations, under the terms and conditions
stated herein.  In consideration of the mutual covenants and agreements
contained herein, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows.

       1.     SpectraSite grants to Entrant, its contractors, agents, employees
and assigns a right of entry and license to enter upon the Property solely to
conduct and perform boundary surveys, Phase I environmental studies, and radio
propagation tests (the "Permitted Activities").  Entrant's entry rights are
specifically limited to the Permitted Activities and to the Property or any
other portion of the property surrounding the Property.  Entrant shall be
responsible for any and all costs related to the Permitted Activities, including
any temporary installation, operation and removal of equipment on the Property
and the Tower.  Any entry or activity on the Tower by Entrant shall be
coordinated in advance with SpectraSite and shall be subject to SpectraSite's
approval and supervision, at Entrant's cost.

       2.     Entrant agrees to comply with all local, state and federal laws,
rules and ordinances applicable to the Permitted Activities.  Entrant further
agrees to exercise due care in the performance of all Permitted Activities on
the Property, and not to interfere with SpectraSite's or any other party's
activities on the Property.  Entrant shall promptly repair, at its cost, any
damage to the Property, the Tower, or any other property caused by the acts or
omissions of Entrant, its agents, employees, contractors or subcontractors.

       3.     Entrant shall indemnify and hold harmless SpectraSite, its
employees, agents or contractors, from all claims, actions, damages, liability
and expense, including without limitation attorneys' fees and costs, in
connection with personal injury or property damage arising out of


                                       31
<PAGE>

the negligence or willful misconduct of Entrant, its employees, agents or
contractors, including without limitation the Permitted Activities, upon the
Property, the Tower, or any other portion of the property surrounding the
Property.  This indemnification shall survive the expiration or termination
of this Agreement.

       4.     Entrant shall maintain, and shall have its contractors and
subcontractors maintain, adequate insurance coverage, as determined by
SpectraSite.  At SpectraSite's request, Entrant agrees to provide certificates
of insurance evidencing such insurance coverage of Entrant, its contractors, or
subcontractors.

       5.     The term of this Agreement shall be from the Execution Date to the
earlier of (i) three hundred sixty-five (365) days from the Execution Date or
(ii) until SpectraSite and Entrant enter into a Site Agreement with respect to
the Property; provided, however, that SpectraSite may immediately terminate this
Agreement in the event Entrant breaches any term of this Agreement.

       6.     In the event this Agreement expires or is terminated without the
existence of a fully executed lease, sublease or license, Entrant will
immediately remove any and all of its equipment from the Property and restore
the Property to its condition existing immediately prior to such entry,
reasonable wear and tear and damage not caused by Entrant excepted.

       7.     This Agreement constitutes the entire understanding between the
parties with respect to the activities contemplated by this Agreement.  All
prior agreement or understandings, with respect to the Site, whether oral or
written, are superseded.  This Agreement may be amended only by a written
document duly executed by the parties.  This Agreement is governed by the laws
of the State wherein the Property is located.



                    REMAINDER OF PAGE INTENTIONALLY LEFT BLANK



                                       32
<PAGE>



       IN WITNESS WHEREOF, the undersigned have hereunto set their hands and
seals as of the date first above written.

                                       SPECTRASITE COMMUNICATIONS, INC.

                                       By:
                                          ------------------------------------

                                       Printed Name:
                                                    --------------------------

                                       Title:
                                              --------------------------------


                                       ENTRANT:

                                       UBIQUITEL LEASING COMPANY

                                       By:
                                          ------------------------------------

                                       Printed Name:
                                                    --------------------------

                                       Title:
                                              --------------------------------





                                       33