<PAGE>
                                                                   EXHIBIT 10.32


             FIRST AMENDMENT OF MASTER TOWER SPACE LICENSE AGREEMENT


     THIS FIRST AMENDMENT OF MASTER TOWER SPACE LICENSE AGREEMENT ("Amendment")
made this 18th day of June 2001, by and between AMERICAN TOWER, L.P.
("Licensor") and UBIQUITEL LEASING COMPANY ("Licensee").

                              W I T N E S S E T H:

     WHEREAS, Licensor and Licensee have previously entered into that certain
Master Tower Space License Agreement dated April 4, 2001 (the "Master License
Agreement'), attached hereto and by this reference incorporated herein as
EXHIBIT B TO THE FIRST AMENDMENT; and

     WHEREAS, Licensor and Licensee desire to amend the Master License Agreement
in certain respects as set forth hereinbelow;

     NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the receipt and sufficiency of which is hereby acknowledged, Licensor and
Licensee hereby agree as follows:

A.   The Master Licensee Agreement is hereby amended by deleting the fourth
     (4th) sentence in Section 12.4 of the Master License Agreement "Entire
     Agreement; Prior Agreement" and replacing it with the following "All
     license agreements for Tower Facilities owned or leased by Licensor
     executed by Licensee and Licensor prior to the Effective Date of this
     Agreement ("INTEGRATED PRIOR LICENSES") shall be terminated as of the
     Effective Date (the "INTEGRATION DATE") and shall be rewritten as Licenses
     to this Agreement within sixty (60) Days of the Integration Date
     ("REWRITTEN AGREEMENTS")."

B.   The Master Licensee Agreement is hereby amended by deleting the Schedule
     form in its entirety and replacing it with the Schedule form attached
     hereto as EXHIBIT A TO THE FIRST AMENDMENT.

C.   Licensor and Licensee agree that the terms and conditions of this Amendment
     shall be effective as of the date of the execution of the Master License
     Agreement and shall be applicable to all Licenses executed pursuant to the
     Master License Agreement prior to and subsequent to the execution of this
     Amendment.

D.   Unless otherwise defined herein, or the context otherwise clearly requires,
     terms defined in the Master License Agreement shall have such meanings when
     used herein.

E.   Licensor and Licensee agree that all other terms and conditions of the
     Master License Agreement, not otherwise inconsistent with this Amendment,
     shall remain in full force and effect by and between the parties.


<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Amendment to the Master
License Agreement as of the day and year first written above.


AMERICAN TOWER, L.P.                        UBIQUITEL LEASING COMPANY
By: ATC GP Inc., its sole
    general partner


-------------------------------             -----------------------------------
By:  Steven J. Moskowitz                    By:  David L. Zylka
Its:  Executive Vice President              Its:  Vice President of Engineering






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<PAGE>

                      MASTER TOWER SPACE LICENSE AGREEMENT


     This Master Tower Space License Agreement (this "AGREEMENT") is entered
into by and between AMERICAN TOWER, L.P., a Delaware limited partnership, whose
business address is 116 Huntington Avenue, Boston, Massachusetts 02116
(hereinafter referred to as the "LICENSOR", and UbiquiTel Leasing Company, a
Delaware corporation, whose business address is One West Elm Street, 4th Floor,
Conshohocken, PA 19428, (hereinafter referred to as the "LICENSEE"). Licensor
and Licensee each may be referred to as a "PARTY" and collectively as "PARTIES".

                                  BACKGROUND

     From time to time Licensee and/or its Affiliates may have the need or
desire to license space on communication towers then-owned or operated by
Licensor and/or its Affiliates within the United States. This Agreement sets
forth the terms and conditions by which Licensee or its Affiliates may request
to license space on a communication tower and the terms and conditions by which
Licensor or its Affiliates may license such tower space to Licensee or its
Affiliates.

                                   AGREEMENTS

     In consideration of the mutual covenants benefiting the parties hereto, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged and confessed, the parties hereto agree as follows:

     1. DEFINITIONS. Capitalized terms used in this Agreement but not defined
herein are defined in Appendix I.

     2. PARTIES. Unless otherwise mutually agreed, the parties hereto agree that
the terms and conditions herein shall be binding upon and exclusive to each
party hereto and their respective Affiliates with respect to any license or
lease of space by Licensee or any of its Affiliates on any communications tower,
antenna structure or rooftop ("TOWER(S)"), ground space and/or communications
building or shelter then-owned or operated by Licensor or any of its Affiliates
within the United States (all such Towers, ground space and buildings, shelters,
other structures (including other Towers located thereon) and property accessory
thereto being hereinafter referred to as "TOWER FACILITY (-IES)") entered into
during the Term of this Agreement. This Agreement shall not be applicable to any
communication tower, antenna structure, rooftop, building or shelter (a) which
is managed or marketed by Licensor, as agent or representative, on behalf of a
third party, (b) which is pursuant to a Build-to-Suit agreement (as such term is
commonly used in the tower industry) upon which Licensee is or shall be the
anchor tenant, or (c) is located outside of the United States of America. The
parties acknowledge that each License shall be a Schedule that shall be signed
by the Licensor and Licensee or one of their respective Affiliates. In the event
that any Schedule is executed by Licensor or its Affiliates under any trade name
utilized by the Licensor or its Affiliates and such signatory does not hold a
real property or leasehold interest in the affected Tower Facility, the
execution of such Schedule shall be deemed to have been

<PAGE>

properly executed by the Licensor or Licensor's Affiliate which properly
holds such interest in the affected Tower Facility (including, without
limitation, a leasehold interest between Affiliates of the Licensor). In such
event, upon receipt of written notice from Licensee, Licensor shall promptly
execute a Schedule for such affected Licensed Premises with the proper trade
name that holds a real property or leasehold interest in the affected Tower
Facility.

     3. LICENSE OF TOWER SPACE.

        3.1. APPLICATION FOR CO-LOCATION/REQUESTS TO LICENSE PREMISES. From time
to time during the Term, Licensee may submit applications to Licensor (in the
form of Licensor's then-current application form, the "APPLICATION") to request
the licensing of tower space on any one of Licensor's Towers. Licensee may
submit applications for multiple spaces at one time. Each Application for space
at a Tower Facility shall be accompanied by a check payable to Licensor in the
amount of one thousand dollars ($1,000.00) for each site, as an application fee
for each requested license of space "APPLICATION FEE"). The Application Fee
shall be nonrefundable and retained in full by the Licensor.

            (a) After Licensee has submitted an Application and Application Fee
to Licensor, Licensor will notify Licensee If Licensor desires to license such
space to Licensee, whether the requested space is available and the terms under
which Licensor offers to make such Tower available to Licensee by mailing a
Schedule containing such terms and conditions to Licensee with a copy of any
available and applicable Ground Lease with the economic terms redacted attached
as Exhibit C to such Schedule. The date of such mailing shall be the offer date
("OFFER DATE") of the applicable Schedule. Licensee shall notify Licensor in
writing no more that twenty (20) Business Days after the Offer Date if it
accepts Licensor's offer by returning to Licensor two (2) executed and otherwise
unaltered counterparts of the Schedule offered to Licensee. The offer of license
expressed in any individual License offered to Licensee shall automatically
expire and become void if not accepted and executed by Licensee and such
acceptance received by Licensor within twenty (20) Business Days of the Offer
Date of such License. The licensing of space requested by Licensee on such
License shall be deemed licensed by Licensee in accordance with the license
terms of such License upon execution by both parties and the receipt by Licensor
of a company check (that can be immediately deposited by Licensor) or wire
transfer in an amount equal to the initial License Fee for such Licensed
Premises on or before the twentieth (20th) Business Day following the Offer
Date. Tower space licensed in accordance with the foregoing procedures) is
referred to herein as LICENSED PREMISES.

            (b) The remaining terms and conditions of this Agreement shall apply
to all Licensed Premises. Additional terms that only apply to a particular
license of space at a Tower shall be set forth on the executed Schedule. Except
as otherwise provided herein, in the event of a conflict between the terms of
this Agreement and the terms of an individual License, the terms of the License
shall govern.



                                       2
<PAGE>

            (c) Notwithstanding anything to the contrary, no space on any Tower
shall be deemed Licensed Premises unless and until Licensor and Licensee have
executed a completed Schedule and Licensor has received initial License Fee in
accordance with this Section 3.

            (d) From time to time, Licensor's right to license space to Licensee
at a Tower Facility may be subject to a right of first refusal for the benefit
of a third party. In such event, any affected License shall not be deemed
effective unless and until such third party's rights have been refused with
respect to such License or deemed waived by such third party. In the event that
such third party exercises such right, the affected License hereunder shall be
deemed terminated effective upon Licensor's receipt of such party's notice of
exercise.

        3.2. CHANGES TO SCHEDULES AND APPLICATION. The Licensor anticipates
needing, and hereby reserves the right, to revise the unexecuted form of
Schedule and the Application from time to time. The Licensor will furnish
Licensee with such new forms of Schedule or the Application if and when the same
are revised, and upon receipt from Licensor, such revised Schedule or
Application shall be incorporated into this Agreement and shall replace the
blank form of Schedule or Application attached hereto with respect to space
subsequently licensed.

     4. TERM: EXTENSION PERIODS.

        4.1. TERM OF THIS AGREEMENT. The term of this Agreement (the "TERM")
shall commence on the date first written below (the "EFFECTIVE DATE") and shall
continue for the two-year period following the Effective Date and shall remain
in effect, with respect to each individual fully executed License, for so long
thereafter as any such License remains in effect in accordance with the
remaining provisions of this Agreement. Notwithstanding the foregoing, the Term
of this Agreement shall automatically renew in accordance with the terms and
conditions herein for successive periods of two (2) years each as of the end of
each then-current two-year period unless either party has given the other no
less than 90 Days prior written notice of its Intention to terminate this
Agreement effective as of the end of the then-current two-year period.

        4.2. TERM OF EACH LICENSE. The primary term of each License shall
commence on earlier of the commencement of installation of Licensee's Equipment
or the date set forth in the applicable License (but, notwithstanding anything
to the contrary in any License, in no event to exceed forty-five (45) Days from
the Offer Date of the applicable Schedule) ("LICENSE COMMENCEMENT DATE"). The
primary term shall continue for ten (10) years following the License
Commencement Date (the "PRIMARY TERM"). The term of each License shall be
extended as follows: (a) the License Term shall be extended automatically beyond
its Primary Term for five (5) years (the "FIRST RENEWAL PERIOD") unless either
party has given the other notice that it does not wish to extend the License
Term and such notice is given at least 90 Days before the First Renewal Period
is scheduled to begin, (b) the License Term shall be further extended beyond the
First Renewal Period for five (5) years (the "SECOND RENEWAL PERIOD") unless
either party has given the other notice that it does not wish to extend the
First


                                       3
<PAGE>

Renewal Period and such notice is given at least 90 Days before the Second
Renewal Period is scheduled to begin and (c) the License Term shall be further
extended automatically beyond the Second Renewal Period for five (5) years (the
"THIRD RENEWAL PERIOD") unless either party has given the other notice that it
does not wish to extend the Second Renewal Period and such notice is given at
least 90 Days before the Third Renewal Period is scheduled to begin.

        4.3. EXCEPTIONS TO TERM; SUBORDINATION TO GROUND LEASE. Notwithstanding
anything to the contrary in this Agreement, in the event that any particular
Tower Facility subject to a License hereunder is located on property or
Licensor's use of such property is subject to the terms and provisions of a
Ground Lease that expires or terminates prior to the License Term of the
relevant License then such affected License shall automatically terminate upon
termination of Licensor's right to possession of the Tower Facility and/or
property under said Ground Lease; provided that such Ground Lease has not been
renewed or extended by Licensor. Licensor agrees that, it will not take any
action with respect to the then-current Ground Lease to cause such Ground Lease
to be prematurely terminated during the License Term. Licensor hereby warrants
and agrees that it shall exercise any renewal option available to it pursuant to
the Ground Lease through the end of the applicable License Term. Notwithstanding
anything to the contrary in this Agreement or any License, (a) Licensor and
Licensee acknowledge and agree that in the event that the lessor under an
applicable Ground Lease has the right to approve any License or Licensee's use
of the Licensed Premises, such License shall be subject to Licensor receipt of
any such approval, (b) all terms, conditions and covenants contained in this
Agreement and any License shall be specifically subject to and subordinate to
the terms and conditions of an applicable Ground Lease, and (c) in the event
that any of the provisions of the Ground Lease are in conflict with any of the
provisions of this Agreement or any License (other than those provisions
relating to the length of term, termination rights or financial consideration),
the terms of the Ground Lease shall control. Notwithstanding the foregoing,
Licensor shall not be required to pay any form of consideration to obtain the
approval or consent of any lessor under a Ground Lease, nor shall Licensor be
required to take actions to obtain such approval or consent which, in its sole
discretion, it determines to be commercially unreasonable. Licensee agrees to be
bound by such Ground Lease as applicable to the access and occupancy of the
Licensed Premises. Upon Licensee's written request, Licensor shall provide
Licensee with a copy of any applicable Ground Lease with the economic terms
redacted.

     5. TERMINATION.

        5.1. BY LICENSOR. Notwithstanding the provisions of Section 4, Licensor
may terminate the applicable License (a) upon the occurrence of a Licensee
Default with respect to such License pursuant to Section 12.2(a), (b) without
any further obligation by either party to the other if any law, ordinance,
regulation or directive of any governmental or regulatory authority hereinafter
enacted or ordered prohibits Licensee's or Licensor's use of the Licensed
Premises, (c) in accordance with Section 8.7 without any further obligation by
either party to the other, (d) pursuant to Sections 3.1(d), 8.3(c), 10(a), or
10(b), (e) upon prior written notice and prior to the installation of Licensee's



                                       4
<PAGE>

Equipment thereon, without any further obligation by either party to the other,
in the event that a structural analysis performed after the execution of the
License by Licensor or one of Licensor's Affiliates or on behalf of Licensor or
one of its Affiliates but prior to the installation of Licensee's Equipment
indicates that the existing Tower can not structurally accommodate the proposed
installation of Licensee's Equipment thereon, or (f) in the event that Licensee
breaches any of its obligations under this Agreement with respect to fifteen
percent (15%) or more of the Licenses executed hereunder, Licensor shall have
the right (but not the obligation) to terminate any or all of the Licenses under
this Agreement without prejudice to any other remedies that it may be entitled
to hereunder or by law.

        5.2. BY LICENSEE. Notwithstanding the provisions of Section 4,
Licensee may terminate the applicable License (a) upon the occurrence of a
Licensor Default with respect to such License pursuant to Section 12.2(a),
(b) without any further obligation by either party to the other pursuant to
Sections 8.3(b) or 10(a), (c) in accordance with Section 8.7, (d) in the
event that any permit or license necessary for Licensee's use of the Licensed
Premises as contemplated in the applicable License is revoked, terminated, or
cancelled due to no act or omission on the part of the Licensee, (e) upon
prior written notice and prior to the installation of Licensee's Equipment
thereon, without any further obligation by either party to the other, in the
event that a structural analysis performed after the execution of the License
by Licensee but prior to the installation of Licensee's Equipment indicates
that the existing Tower can not structurally accommodate Licensee's proposed
installation of its Equipment thereon, or (f) in the event that any Tower
Facility is unavailable for the initial installation of Licensee's Equipment
pursuant to Section 12.3 below for the sixty (60) consecutive Days
immediately following the License Commencement Date due to no act of omission
by Licensee.

        5.3. EFFECTIVENESS; EFFECT OF TERMINATION. No termination under this
Section 5 shall be effective until a termination notice is given by the
terminating party to the other party and such notice is specifically identified
as a termination notice under this Section 5. Unless expressly stated herein
that neither party shall have any further obligation to the other with respect
to such termination, the party exercising its termination rights in accordance
with this Section 5 shall have such cumulative rights and remedies as may be
available at law or in equity. Termination shall not affect any obligations or
liabilities arising under this Agreement prior to the effective date of such
termination or those obligations that expressly survive such termination.

     6. FEES AND OTHER REMUNERATION.

        6.1. LICENSE FEE. With respect to each License, Licensee shall pay
Licensor a license fee equal to the sum of (a) the license fee specified in the
Schedule relating to such License (as such License Fee may escalate from time to
time as provided in the following sentence) (the "LICENSE FEE") plus (b) the
amount of utility charges directly attributable to Licensee's equipment, if any.
Commencing on July 1, 2001 and every July 1st thereafter during the License Term
(including any renewals), the applicable License Fee shall be increased by an
amount equal to the greater of (i) four


                                       5
<PAGE>

percent (4%) of the immediately preceding year's License Fee or (ii) the
increase in the Consumer Price Index for all Urban Consumers, U.S. City Average,
published by the United States Department of Labor Statistics (1982-1984 = 100)
(the "index") for the preceding year ("ANNUAL ESCALATOR"). If the Index is
discontinued or revised, such other government index or computation with which
it is replaced shall be used in order to obtain substantially the same result as
if the Index had not been discontinued or revised. If the License Commencement
Date for any License is fewer than twelve (12) months from the immediately
subsequent July 1st, then the Annual Escalator adjustment made to the License
Fee on the first July 1 during the Primary Term of the License shall be
pro-rated for the number of full calendar months between the License
Commencement Date and the immediately subsequent July 1st.

        6.2. TAXES AND OTHER FEES. Licensee shall pay or reimburse Licensor for
any and all taxes, fees, assessments, and any other similar expense or increases
thereto directly attributable to Licensee's Equipment or Licensee's use of the
Tower Facility (whether constituting a portion of real estate, sales, use,
franchise fees or taxes or otherwise). In the event that a particular License is
associated with a Tower located on real property which is owned by the Bureau of
Land Management, the United States Forest Service or other Governmental
Authority, Licensee shall also pay Licensor for any and all base fees or
assessments invoiced to Licensor or the underlying lessor under the Ground Lease
by such Governmental Authority, as well as, any fees or assessments and/or
increases in such fees or assessments invoiced by such Governmental Authority
that are directly attributable to and/or are the result of the use or presence
of Licensee's Equipment or operations at the Tower Facility.

        6.3. UTILITIES. Except as otherwise specified in a particular License,
Licensor shall provide Licensee with access to any then-available p.o.t.s.
telephone or other utility services at the Tower Facility at Licensee's sole
cost and expense. Licensor may require Licensee, at Licensee's expense, to
separately meter its required utility services at any Tower Facility. Licensee
shall reimburse Licensor, as specifically set forth in the applicable License,
for any utility services utilized by Licensee which are not separately metered
by Licensee. Licensee shall be solely responsible for and shall pay all bills
for telephone services at each Tower Facility directly to the relevant
telecommunications service provider.

        6.4. COMMON EXPENSES. Licensee shall reimburse Licensor for Licensee's
Pro-Rata Share of all costs and expenses Incurred by Licensor for the repair,
maintenance and replacement of access roads. For the purposes of the foregoing
sentence, a "Pro Rata Share" of costs and expenses shall be determined based on
the number of licensees using the Tower Facility. In no event, however, shall
Licensee be required to pay any expenses or any pro-rata share of costs or
expenses incurred by Licensor to replace the tower structure. Licensee shall
also be responsible for its Pro-Rata Share of all expenses associated with the
repair, maintenance, replacement and fueling of any generator owned by Licensor
(or the lessor under the Ground Lease) that is located at the Tower Facility and
utilized by Licensee in connection with its Equipment or with respect to
Licensor's general operation of the Tower Facility (excluding any buildings
which are not utilized by Licensee). For the


                                       6
<PAGE>

purposes of the foregoing sentence, a "Pro-Rata Share" of costs and
expenses shall be determined based on the number of licensees using the
generator at the Tower Facility. In the event that Licensee also licenses space
within a building or shelter owned by the Licensor at the Tower Facility,
Licensee shall also reimburse Licensor for Its pro-rata share (based on the
amount of square footage licensed by Licensee in the applicable building or
shelter) of all common expenses incurred for the operation, maintenance, repair
and replacement associated with such building or shelter, including, without
limitation, the physical structure of the building (including the roof), HVAC
system, backup generator (if any and including fuel expenses) and common utility
expenses.

        6.5. SITE INSPECTION FEE. On or before the License Commencement Date,
Licensee shall pay Licensor a fee of two thousand five hundred dollars ($2,500)
("SITE INSPECTION FEE"). Licensee shall also pay a Site Inspection Fee for
subsequent installations on a tower structure, which payment shall be due on or
before the date that such Equipment is installed. Notwithstanding the foregoing,
in the event that Licensor installs Licensee's Equipment or if Licensee requests
that Licensor install Licensee's Equipment, but Licensor is unable or unwilling
to install Licensee's Equipment pursuant to Section 8.4, Licensor shall waive
the Site Inspection Fee with respect to such installation.

        6.6. RF COMPLIANCE TESTING. Licensee shall reimburse Licensor, within 30
Days following receipt of an invoice from Licensor, for reasonable expenses or
costs incurred by Licensor to perform Federal Communications Commission ("FCC")
radio frequency ("RF") radiation compliance tests for human exposure to RF
radiation as a result of the installation, existence or subsequent modification
of Licensee's Equipment at a Tower. Licensee may elect to perform such
compliance tests itself so long as Licensee (i) begins to conduct such tests
within five (5) Business Days of notice from Licensor, (ii) submits the results
of such tests in electronic form to Licensor within five (5) Days of completion
of such tests, (iii) conducts or has such tests conducted in conformance with
standards determined by Licensor in Licensor's sole judgment. Nothing in this
Section 6.6 shall be deemed or interpreted to obligate Licensor to perform such
tests or, in the event that Licensor elects to perform such tests, impose any
obligation or liability upon Licensor in excess of Licensor's obligation and
liability, as a tower owner, under FCC regulations related to RF radiation. From
time to time, Licensee may request that Licensor provide Licensee with data
reasonably required by Licensee for its performance of RF radiation compliance
tests for human exposure and Licensee shall pay Licensor an Administrative Fee
equal to One Hundred Dollars ($100) per hour for the provision of such data
services.

        6.7. REMITTANCE OF FEES. With respect to each License, Licensee shall
pay to Licensor the monthly License Fee and any other recurring Payments on or
before the first Day of each month in the License Term (unless otherwise
specified in the Schedule), without setoff, deduction or demand. Notwithstanding
the foregoing, the Past Due Rate and any other late payment fees shall not be
assessed on License Fee Payments during the first two (2) months in the License
Term for any License. With respect to other non-recurring Payments due to
Licensor under this Agreement, unless otherwise expressly provided herein or in
the Schedule, such non-recurring Payments


                                       7
<PAGE>

shall be due within thirty (30) Days following the date that Licensor mails
an invoice to Licensee. The Day on which a Payment is owed to Licensor hereunder
shall be hereinafter referred to as the "Due Date". All Administrative Fees
pursuant to this Agreement or any License shall be automatically increased on
July 1, 2005 and every five (5) years thereafter by twenty percent (20%).
Payments shall be made to the REMITTANCE ADDRESS specified on the Schedule or to
such other address as Licensor may specify from time to time in writing to
Licensee. Any Payment not received by Licensor within 10 Days after the Due Date
shall bear interest from the Due Date until the date received by Licensor at a
rate equal to (a) eighteen percent (18%) per annum, or (b) at a lower rate if
required by law in the state in which this Agreement is to be performed (the
"PAST DUE RATE").

     7. ACCESS RIGHTS. With respect to each License and subject to the
provisions of the applicable Ground Lease (if any) or as otherwise provided in
the applicable License, Licensee's authorized technicians or other Persons under
Licensee's direct supervision ("AUTHORIZED PERSONNEL") shall have rights of
ingress and egress twenty-four (24) hours per Day, seven (7) Days per week
during the License Term in and over the Tower Facilities relating to such
License for the purposes of installing, repairing, maintaining, operating,
servicing or removing Licensee's Equipment and antennae described in the
applicable License. Licensee understands and agrees that other licensees and
their authorized representatives shall have similar access, ingress and egress
rights to such Tower Facilities. In the event that Licensee requires an
Authorized Personnel to enter the Tower Facilities and such Authorized Personnel
is not in possession of Licensee's lock codes or keys, Licensor shall provide
access to the Authorized Personnel by pre-arrangement with Licensor for an
Administrative Fee of Fifty Dollars ($50) per hour (door-to-door) so long as
Licensor has previously provided Licensee with the then-current lock codes or
keys for the applicable Tower Facility.

     8. COVENANTS

        8.1. EQUIPMENT. Licensee agrees that all of Licensee's Equipment to be
installed upon Licensor's Tower Facilities and all frequencies utilized by
Licensee pursuant to any License will be in exact accordance with that specified
in the applicable License. Any deviation from the aforementioned shall result in
a default by Licensee with respect to the applicable License, provided that
Licensee may replace its existing Equipment at any time with identical or
substantially identical (in dimension, as well as specification) equipment in
accordance with Section 8.2. Each License shall specify the precise frequency
spectrum and channels on which Licensee will operate from the Tower Facility and
its operation from such Tower Facility shall be limited to those channels and
spectrum, unless otherwise agreed to in writing by Licensor. Prior to the
initial installation of Licensee's Equipment, Licensor shall have the right to
require Licensee to install a stackable or stacked equipment shelter at any
Tower Facility. If Licensor requires Licensee to install a stackable or stacked
equipment shelter at any Tower Facility, then Licensee hereby consents to the
stacking of a third-party or Licensor owned shelter above or below Licensee's
shelter. In the event that a shelter is installed above Licensee's shelter,
Licensor shall be solely responsible for all costs and expenses associated with
obtaining any required consents or permits in connection with


                                       8
<PAGE>

such shelter installation. Licensee agrees to cooperate with Licensor in
the event that Licensor determines that such stacking of shelters is required
pursuant to this Section 8.1. In the event that Licensee's shelter is installed
above a third-party or Licensor owned shelter, Licensee shall be solely
responsible for obtaining any required consents or permits in connection with
such shelter installation and Licensor agrees to cooperate with Licensee to
obtain such consents or permits at Licensee's sole cost and expense and in such
event Licensee shall reimburse Licensor for all of Licensor's actual costs and
expenses including Licensor's in-house labor costs and expenses.

        8.2. PERFORMANCE OF WORK. Prior to installing any Licensee's Equipment
or making any modifications, enhancements or changes thereto (collectively, the
"WORK"), the following procedures shall be taken:

            (a) Licensee shall submit to Licensor detailed plans and
specifications accurately describing all aspects of the proposed work to be
performed including, without limitation, weight and wind load requirements and
power supply requirements and evidence that Licensee has obtained all approvals,
permits and consents required by, and has otherwise compiled with, all Legal
Requirements applicable to the performance of the Work.

            (b) Licensee shall not commence any of the Work until Licensor
notifies Licensee of its written approval thereof, which approval shall not be
unreasonably delayed or withheld with respect to any installation or
modification which is (i) Licensee's initial installation of its Equipment in
accordance with the applicable License, or (ii) will be located at the same
location on the Tower as the then-existing permitted Equipment and does not
exceed the windload effect or dimensions of the existing Equipment on the Tower.
Notwithstanding the foregoing, in the event that Licensee desires to replace any
of its existing Equipment with identical items at the same location, Licensor's
prior approval shall not be required; provided, however, that Licensee shall be
required to comply with the remaining provisions of this Section 8.2 and to
provide Licensor with no less than twenty (20) Days prior written notice of the
date upon which Licensee intends to perform such replacement.

            (c) Prior to any Licensee-requested installation or modification or
Licensor's offer to license space to Licensee hereunder, Licensor may, at its
election, perform (or cause to be performed) any structural analysis that may be
required, in Licensor's reasonable judgment, in order to determine available
capacity for the installation or modification of any of Licensee's Equipment,
provided, however, that Licensee will not be prohibited from performing such
analysis for its own account. Within thirty (30) Days following receipt of an
invoice from Licensor, Licensee shall promptly reimburse Licensor for all
reasonable costs and expenses of such analysis. If Licensor requires a
structural analysis to be performed, then Licensor shall give Licensee prior
written notice including an estimate of the cost of such structural analysis to
Licensee. Licensee may elect to perform such structural analysis Itself so long
as Licensee (i) begins to conduct such analysis within five (5) Business Days of
notice from Licensor, (ii) submits the results of such analysis in electronic
form to Licensor within five (5) Days


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<PAGE>

of completion of such analysis, (iii) conducts or has such analysis
conducted in conformance with standards determined by Licensor In Licensor's
sole judgment.

            (d) Prior to any Licensee-requested installation or modification or
Licensor's offer to license space to Licensee hereunder Licensor may elect to
perform a shared site interference study ("SSIS") and Licensee shall pay
Licensor an Administrative Fee of one thousand six hundred dollars ($1,600) per
study. This Administrative Fee shall be payable at the time of Licensee's
Application or immediately upon a determination by Licensor that a SSIS is
required. If Licensor requires a SSIS to be performed, then Licensor shall give
Licensee prior written notice of such required SSIS to Licensee. Licensee may
elect to perform such study itself so long as Licensee (i) begins to conduct
such study within five (5) Business Days of notice from Licensor, (ii) submits
the results of such study in electronic form to Licensor within five (5) Days of
completion of such study. (iii) conducts or has such study conducted in
conformance with standards determined by Licensor in Licensor's sole judgment
Licensor's performance of the SSIS shall in no way constitute a warranty or
representation from Licensor that Licensee's proposed operations from the Tower
Facility will not suffer or cause interference with other users, but shall
merely be a customary report intended to assist in the prevention of potential
interference.

            (e) Licensee shall perform, or cause to be performed, all of the
Work in compliance with the plans and specifications approved by Licensor in
accordance with Section 8.2 (b) and with all applicable Legal Requirements.
Licensee shall ensure that the Work does not interfere with the operation of any
communications systems and/or equipment of any other user of the Tower Facility.

            (f) All Work shall be performed at Licensee's sole cost and expense
(including but not limited to any structural analysis pursuant to Section
8.2(c), intermodulation study pursuant to Section 8.2(d), structural
modifications required to the Tower to accommodate Licensee's Equipment, and the
installation of any of Licensee's Equipment), and Licensee shall pay all
invoices of labor and materialmen in a timely manner to prevent the imposition
of any liens on the real property, Licensor's personal property or real property
interest, Licensee's Equipment located thereon or its interest in the Licensed
Premises. In engaging any Person to perform any portion of the Work, Licensee
shall require a written unconditional waiver from any contractor, subcontractor,
laborer or materialman of all rights under state material and mechanic lien laws
or other laws to impose a lien on the real property or any of Licensor's
personal property or real property interest. With respect to any permitted
structural modifications to the Tower, Licensor reserves the right to
simultaneously upgrade the tower structure in excess of the modification
required to accommodate Licensee's Equipment in order to increase the Tower
capacity ("Excess Upgrade") Licensee shall be responsible for any and all costs
associated with such permitted structural modifications to the Tower to
accommodate Licensee's Equipment. Licensor shall be solely responsible for any
and all costs associated with such Excess Upgrade in excess of any and all costs
and expenses of the modifications necessary to accommodate Licensee's Equipment.



                                       10
<PAGE>

            (g) Licensor may elect to provide access to standard 110-volt
circuitry for the operation of Licensee's Equipment. Any other modifications,
enhancements or requirements with respect to the electrical power supply will be
at Licensee's expense; provided, all such modifications, enhancements and other
requirements shall be identified in Licensee's plans and specifications
submitted in accordance with Section 8.2(a) and approved by Licensor, which
approval shall not be unreasonably delayed or withheld. In no event shall
Licensee install or cause to be installed any additional utilities without the
prior consent of Licensor, which consent shall not be unreasonably withheld,
conditioned or delayed. In the event of any such modification, enhancements or
installations of additional utilities, Licensor reserves the right to require
Licensee to provide additional utility capacity than required for Licensee's
operations, Licensee shall be responsible for any and all costs associated with
such modifications enhancements or installations of additional utilities and
Licensor shall reimburse Licensee for the costs for any excess capacity
specifically requested by Licensor. Licensee shall (at Licensee's expense)
secure, to Licensor's reasonable satisfaction, any propane tanks or generators
owned by Licensee at any Tower to prevent any damage that might otherwise occur
during earthquakes or other forces of nature.

            (h) All Work shall be performed by qualified contractors (including
but not limited to steeplejacks or other tower climbers), subject to the
approval of Licensor, with worker's compensation and general liability insurance
certificates on file with Licensor naming Licensor as an additional insured and
otherwise satisfying the coverage requirements described in Appendix II. Upon
receipt of written request from Licensee, Licensor shall provide to Licensee a
list of qualified contractors for the applicable Tower Facility. Licensor shall
not withdraw its approval for qualified contractors on such list for a period of
thirty (30) Days after such list is submitted to Licensee pursuant to this
Section 8.2(h) for an applicable Tower Facility so long as such qualified
contractors' insurance coverage as required by this Agreement, including but not
limited to this Section 8.2(h), state and federal OSHA compliance, contractor's
license and business license remains in full force and effect during such thirty
(30) Day period. Notwithstanding the foregoing, Licensor reserves the right, in
its sole discretion, to refuse to permit any Person or company to climb any
tower structure owned or leased by the Licensor. Licensee shall be solely
responsible and liable to Licensor for Licensee's failure to obtain or deliver
to Licensor the required insurance certificates from Licensee's approved
contractor.

            (i) Upon the completion of Licensee's installation, replacement or
modification of Licensee's Equipment at any Tower Facility, but in no event
later than twenty (20) Business Days following such completion, Licensee shall
provide Licensor with (i) electronic arid hard copies of as-built drawings of
the Licensee's Equipment installed at the Tower Facility ("AS-BUILT DRAWINGS"),
(ii) a copy of the site drawing precisely identifying the location of Licensee's
shelter, cabinets, cable runs, generators, utility lines and other pertinent
installations, which must be in exact accordance with those submitted as EXHIBIT
B to the applicable License ("Site Drawings"), and (iii) the date upon which
such installation and/or modification was performed. With respect to Licensee's
initial installation of its Equipment, Licensee's written notice in accordance

                                       11
<PAGE>

with the foregoing sentence shall include the date upon which Licensee first
commenced the installation of any of its Equipment at the Tower Facility
(whether the commencement of construction and/or installation of Licensee's
shelter or cabinets or the installation of Licensee's Equipment within Licensors
building or on the Tower) and the date which Licensee completed such initial
installation; provided, however, that in the event that Licensee fails to
provide accurate or timely notice of such commencement of installation, the
commencement of installation of Licensee's Equipment shall be deemed to be the
date upon which Licensor received the applicable License from Licensee. Upon
written approval by Licensor's operations manager of the As-Built Drawings and
Site Drawings as evidenced by his/her signature on the applicable documents,
such As-Built Drawings shall be attached as EXHIBIT D to the applicable License
and the Site Drawings shall be attached as EXHIBIT B to the applicable License;
provided, however, that notwithstanding any signature on such documents by
Licensor or its employees, in the event that the As-Built Drawings and/or the
Site Drawings are inconsistent with Licensee's permitted installation as
specifically described in the applicable EXHIBIT A of the affected License or
Licensee fails to deliver the As-Built Drawings and/or Site Drawings to Licensor
in accordance with this Section 8.2(i), such discrepancy or failure shall be
deemed a material default hereunder with respect to such License. In the event
of such discrepancy the terms of EXHIBIT A shall govern. If Licensee produces or
obtains site plans, site surveys and/or structural calculations, then Licensee
shall provide copies of such documents to Licensor upon completion of Licensee's
installation, and in no event later than twenty (20) Business Days following
such completion.

            (j) Licensee agrees to comply with the reasonable directions and
requirements which Licensor, in its discretion, may from time to time establish
in connection with each of the Tower Facilities and the operations of Licensee
thereunder, provided that such directions and requirements do not unreasonably
interfere with Licensee's ordinary course of business or operations as
contemplated herein.

            (k) Licensee acknowledges and agrees that, upon reasonable prior
notice (except for emergency situations), Licensee shall reduce operating power
or cease operation of Licensee's Equipment when it is necessary to prevent the
overexposure of workers at any Tower Facility to RF radiation.

            (l) Licensor reserves the right to perform a pre-installation and/or
post-installation audit and review with Licensee and Licensee shall fully
cooperate with any such reasonable request by Licensor and shall respond to and
address any reasonable concern of Licensor as a result of such audit.

        8.3. COMPLIANCE WITH LAWS.

            (a) Licensee shall comply with all Legal Requirements applicable to
each License, Licensee's use of the Tower Facilities related to such License and
the installation, ownership, maintenance and use of Licensee's Equipment as
contemplated by such License including, without limitation, Legal Requirements
governing the transmission or operation of radio communications systems and
related


                                       12
<PAGE>

equipment, environmental laws and regulations, U.S. and applicable state
Occupational Safety and Health Administration ("OSHA"), the Federal Aviation
Administration ("FAA"), and the FCC. Licensor shall comply with all Legal
Requirements applicable to a tower operator. The Licensor shall cooperate with
Licensee in Licensees efforts to obtain any permits or other approvals that may
be necessary to comply with the preceding sentence; provided, however that,
notwithstanding the foregoing, (a) Licensor shall not be required to expend any
funds or undertake any liability or obligation in connection with such
cooperation, (b) Licensor may elect to obtain such required approvals or permits
on Licensee's behalf, and (c) in no event may Licensee encourage, suggest,
participate in or permit the imposition of any restrictions whatsoever on
Licensor's current or future use or ability to license space at the Tower
Facility as part of or in exchange for obtaining any such approval or permit.

            (b) If Licensor, in its reasonable opinion, determines that any
structural modifications or repairs are needed to be made to any Tower or
surrounding premises due to the presence of Licensee's Equipment or approved
modifications to comply with then-current laws or regulations (other than
structural modifications required to accommodate and directly attributable to
Licensee's installations or modifications of its Equipment thereon), Licensor
shall notify Licensee of such modifications or repairs and give Licensee an
estimate of their costs on a pro-rata basis (based on the number of users of the
Tower). If Licensee's share of such estimated costs exceeds the monthly License
Fee for the immediately preceding twelve (12) months, Licensee may terminate the
applicable License by notifying Licensor in writing within ten (10) Business
Days of receiving such estimate, and Licensee shall remove any Equipment that
has been installed at the Tower Facility immediately, and in no event later than
ten (10) days after such notice of termination is received by Licensor. If
Licensee does not terminate the applicable License in accordance with this
Section 8.3(b), Licensor shall proceed with such repairs and/or modifications
and invoice Licensee for the costs and expenses arising from such work on a
pro-rata basis. Licensee shall pay Licensor all amounts so invoiced within
thirty (30) Days after receipt of the invoice.

            (c) Notwithstanding anything to the contrary, in the event that any
permit, approval, consent or authorization required for Licensor's use of,
operation of or right to license space to Licensee at any Tower Facility is
challenged by any Governmental Authority or third party as part of any
governmental, regulatory or legal proceeding, Licensee acknowledges that (i)
Licensor shall reserve the right to withhold its approval of any of Licensee's
proposed installations or modifications of Licensee's Equipment at the affected
Tower Facility until such challenge has been finally adjudicated and Licensor
prevails, or (ii) Licensor may terminate the affected License without any
further obligations hereunder by either party in the event that Licensor is
subject to a non-appealable order, decision or ruling necessitating such
termination or if Licensor in its sole discretion determines that the defense of
any such challenge would be commercially unreasonable. So long as Licensor is
not subject to a restraining order or injunction and has not elected to
terminate the affected License, following a written notice to Licensor
specifically referencing this Section 8.3(c) and in accordance with Section 8.2,
Licensee may elect to install or modify Licensee's Equipment at the


                                       13
<PAGE>

affected Tower Facility at Licensee's sole cost and risk and acknowledges
that in the event of a governmental or legal order requiring the removal of any
or all of Licensee's Equipment or modifications from the Tower or the receipt of
a termination notice from Licensor hereunder, Licensee shall promptly at its
sole cost and expense remove (and repair any damage occasioned by such removal,
if applicable) its Equipment and any such modifications from the Tower Facility.
Licensor shall not be responsible to Licensee for any delay in the construction
of any Tower Facility which prevents or delays Licensee's installation on the
License Commencement Date provided that such delay is caused by any governmental
action, court order or other circumstance which is beyond the reasonable control
of the Licensor. In the event that the Licensee is unable to install or utilize
its Equipment pursuant to any of the circumstances described in this subsection
(excluding termination of the License), the License Fee shall be abated for any
such period of delay in which Licensee is unable to operate its Equipment from
the affected Tower Facility.

        8.4. INSTALLATION SERVICES BY LICENSOR. Licensee shall submit its scope
of work requirements for the installation of its Equipment at each of the Tower
Facilities to Licensor within ten (10) Business Days following the execution of
each License. For subsequent installations or modifications to Equipment
previously installed at a Tower Facility, Licensee shall submit its scope of
work requirements no later that twenty (20) Business Days prior to the intended
date of commencement of such Work. Unless otherwise notified by Licensor in
writing within ten (10) Business Days following Licensor's receipt of the
complete scope of work requirements from Licensee, Licensor or one of its
Affiliates shall install or modify (or shall cause the installation or
modification of) Licensee's Equipment on the Tower at the standard market rate
for such services (excluding any discounts which may be offered or are available
from time to time). Licensor and Licensee agree to diligently and in good faith
negotiate a construction contract or purchase order to install or modify
Licensee's Equipment in accordance with the terms and conditions of this
Agreement. If the parties hereto fail to mutually agree upon the terms and
conditions of the construction contract or purchase order, the parties shall
mutually agree to the appointment of an appraiser with a national firm
experienced in these matters, which appraiser shall resolve the dispute in
accordance with common industry practice and both parties hereto agree to be
bound by such decision.

        8.5. LICENSEE'S MAINTENANCE OF APPROVED EQUIPMENT. Licensee shall
maintain its Equipment in compliance with applicable Legal Requirements. Without
limiting the foregoing, Licensee shall comply with all applicable requirements
imposed by the FCC rules and regulations and any other applicable Legal
Requirement as soon as practicable after installation or approved modification
of any Equipment on any of the Tower Facilities.

        8.6. LICENSOR'S TOWER LIGHTING AND MARKETING OBLIGATIONS. In the event
Licensee receives notice or otherwise obtains knowledge that a Tower is not in
compliance with any Legal Requirement, Licensee will immediately so notify
Licensor by telecopy and, to the extent necessary, will cooperate in all
reasonable respects with Licensor in curing any such noncompliance.
Notwithstanding the foregoing, during the


                                       14
<PAGE>

Term, Licensor will maintain the applicable Tower Facilities marking and
lighting in good order and repair and in material compliance with all applicable
Legal Requirements including without limitation, the rules and regulations of
the FCC and the FAA. Such compliance shall be Licensor's sole responsibility.

        8.7. NO INTERFERENCE.

            (a) Interference with a Pro-Existing Use. Notwithstanding anything
to the contrary in this Agreement but subject to Section 8.7(f), Licensee's use
of any Tower Facilities and its operation of all of its Equipment thereon
(including any subsequent modification or alteration thereto) shall be conducted
in a manner that does not interfere electrically, or in any other manner
whatsoever with any then preexisting use of any Tower Facility by Licensor or
other users of the Tower ("PRE-EXISTING USE"). In the event that any
Pro-Existing Use experiences interference caused by Licensee or Licensee's
Equipment (including any subsequent modification or alteration thereto),
Licensee shall be notified in writing of such interference and Licensee shall
power down its equipment and/or cease operations in order to correct and
eliminate such interference within seventy-two (72) hours after Licensee's
receipt of such notice. If Licensee does not cease all interfering operation
within such seventy-two (72) hour period, Licensor shall have the right to
disconnect Licensee's Equipment until such time as Licensee can affect repairs
to the interfering Equipment. If Licensee is unable to eliminate the
interference, or reduce it to a level acceptable to the affected user of the
Pro-Existing Use, within a period of thirty (30) Days following such initial
notice (provided that during such 30 Day period, Licensee may operate its
equipment intermittently during off-peak hours for testing purposes only), then
Licensor may, in addition to any other rights it may have for Licensee's breach
hereof, terminate the applicable License. Subsequent to a written request by
Licensor, in Licensor's sole discretion and at Licensee's sole cost and expense,
each Licensee transmitter shall have a circulator and harmonic filter installed
between the transmitter output and antenna feedline. Also, Licensor may, at its
option, require Licensee to supply, at Licensee's sole cost and expense,
additional radio frequency interference (RFI) limiting equipment for
installation on the equipment of any user whose equipment is experiencing such
interference. In the event that Licensee is notified of any interference
experienced by a Pro-Existing Use on the Tower Facility alleged to be caused by
Licensee's operations thereon, Licensee shall be obligated to perform whatever
actions are necessary, at Licensee's sole cost and expense, to eliminate such
interference and shall not be released from its obligation to continue to pay
the Licensee Fee during any period that Licensee can not operate from the Tower
Facilities pursuant to this Section 8.7(a). Notwithstanding the foregoing, if
Licensee after using its best efforts to eliminate its interfering operation,
including but not limited to replacing its Equipment, to Pre-Existing Use within
the period of thirty (30) Days following initial notice, which thirty (30) Day
period shall be extended to allow for delivery, permitting, installation and
testing of any replacement Equipment and Licensee relocates to another Licensor
Tower Facility ("REPLACEMENT TOWER FACILITY") upon mutually agreeable terms,
which in no event shall be less favorable to Licensor, ("REPLACEMENT LICENSE"),
then Licensee may terminate the applicable License on the License Commencement
Date of such Replacement License without any further obligation by either Party
to the other for the


                                       15
<PAGE>

applicable Tower Facility and/or License; provided, however that such
termination shall not affect any obligations or liabilities arising under this
Agreement and/or such License prior to the effective date of such termination or
those obligations that expressly survive such termination, including but not
limited to those contained in Section 9.1 hereto. Licensee shall be solely
responsible for all costs and expenses to relocate its Equipment from the
applicable Tower Facility to the Replacement Tower Facility.

            (b) Interference by a Subsequent Use. Licensee acknowledges and
agrees that Licensor intends to market to third parties space on the same Tower
and in the same Tower Facilities (including equipment structures and shelters)
as are used hereunder by Licensee; provided that, subject to Section 8.7(f),
Licensor agrees that Licensor's and Licensor's customers' use of the Tower with
respect to equipment that is installed or modified subsequent to the Licensee's
then-current operation of Licensee's Equipment thereon ("SUBSEQUENT USE") will
not interfere with Licensee's then-current operations. In the event that
Licensee experiences interference caused by any Subsequent Use, Licensee shall
notify Licensor in writing of such interference and Licensor shall, or shall
cause the operator of the interfering Subsequent Use, to power down its
equipment and/or cease operations in order to correct and eliminate such
interference within seventy-two (72) hours after Licensor's receipt of such
notice. If such Subsequent Use is unable to operate without causing such
interference, or if such interference is not reduced to a level acceptable to
Licensee, within a period of thirty (30) Days (provided that during such 30 Day
period the Subsequent Use may be operated intermittently during off-peak hours
for testing purposes only), then Licensee may, in additional to any other rights
it may have for Licensor's breach hereof, terminate the applicable License.
Except as otherwise provided in Section 8.7(f), Licensor hereby acknowledges
that its has an affirmative obligation to Licensee to cause any such interfering
Subsequent Use to cease any interfering operations in accordance with this
Section 8.7(b). In the event that Licensor is notified of any interference
experienced by Licensee alleged to be caused by a Subsequent Use on the Tower
Facility, Licensor shall be obligated to perform (or cause to be performed)
whatever actions are commercially reasonable and necessary, at no cost or
expense to Licensee, to eliminate such interference.

            (c) Interference with Lighting and Building Systems and Building
Tenants. In no event shall Licensee's use of any Tower Facilities or operation
of any of Licensee's Equipment thereon be conducted in a manner that interferes
with Licensor's lighting system located on any of the Towers, building systems,
or, in the event that Licensee's Equipment is installed on the rooftop of a
building, with equipment of any kind used by building tenants who are not
tenants of the Licensor.

            (d) Dispute As to Cause of Interference. Any dispute as to the cause
of interference under this Section 8.7 that can not be resolved by the affected
parties shall be submitted to a professional engineer chosen by mutual agreement
of the Parties and such engineer's decision as to the cause of such interference
shall be final and binding upon the parties. If such interference to a
Pre-Existing Use is found to be caused by any installation of Equipment or any
subsequent modification or alteration thereto or by operation of such Equipment
by Licensee, the fees and charges of the


                                       16
<PAGE>

engineer to whom the dispute is referred shall be borne by Licensee. If
such interference is found not to be caused by such installation of Equipment or
any subsequent modification, alteration or operations, the fees and charges of
the engineer to whom the dispute is referred shall be borne by the complaining
party.

            (e) No Illegal or Unpermitted Use. Notwithstanding anything to the
contrary, nothing in Section 8.7 shall be deemed or interpreted to authorize
Licensee to illegally transmit on any frequency, to transmit on a channel or
frequency not specified in the individual License, to operate at variance from
the specifications in its FCC license or the FCC's rules governing Licensee's
operation of its Equipment, or to provide any protection to Licensee from
interference from parties who are not users of the Towers.

            (f) FCC PART 15 USE. In the event that any of Licensee's operations
from a Tower Facility are governed by Part 15 of the FCC's rules and regulations
(47 C.F.R. ss. 15.1, ET SEQ.) as updated, amended and/or superseded by any and
all Legal Requirements ("Part 15"), Licensee's rights pursuant to Section 8.7
with respect to such use shall only be enforceable with respect to interference
which Is not governed by Part 15. Licensee acknowledges and agrees that Licensee
has an obligation to Licensor pursuant to Part 15 and pursuant to this Agreement
to cooperate, in good faith, with all other users (including Part 15 users) of
the Tower Facility and Licensor, regardless of the frequency utilized by such
other user or whether such users began operations from the Tower Facility prior
to or subsequent to Licensee's then-current use, to eliminate any and all
interference caused by or experienced by Licensee's use of the frequencies
pursuant to Part 15. With respect thereto, Licensee acknowledges that Licensor
anticipates that the Tower Facility may be or is licensed to and utilized by
multiple users sharing the same frequencies under Part 15. Notwithstanding
anything to the contrary in this Agreement or any License, Licensor makes no
representations or warranties with respect to whether or not any other users of
the Tower Facilities are utilizing frequencies governed by Part 15, including
without limitation any frequency which Licensee intends to utilize under any
License.

        8.8. LABELING AND IDENTIFICATION. Licensee shall identify its Equipment
and equipment cabinets (unless such cabinet is located in a building owned by
Licensee) by labels identifying Licensee's name and contact phone number and
shall permanently identify its coaxial cable at the top and bottom. FAILURE BY
LICENSEE TO SO IDENTIFY ITS EQUIPMENT MAY CAUSE AN INTERRUPTION IN SERVICE OF
LICENSEE'S OPERATION AND SHALL CONSTITUTE A LICENSEE DEFAULT OF THIS AGREEMENT.
In the event that Licensee fails to comply with this Section 8.8, Licensor
reserves the right, in addition to any other rights it may have hereunder
following ten (10) Days prior written notice, to label Licensee's Equipment and
assess an Administrative Fee of One Thousand Five Hundred Dollars ($1,500),
which shall be payable to Licensor upon receipt of an invoice.

        8.9. INSURANCE. Licensee and Licensor shall keep in full force and
effect during the Term of this Agreement and the License Term of any License
insurance coverage in accordance with Appendix II attached hereto. In addition,

                                       17
<PAGE>

Licensee shall cause, and shall be solely responsible to Licensor for any
failure to cause, all contractors or subcontractors performing Work on any
Licensed Premises on behalf of the Licensee to obtain insurance coverage in
accordance with Appendix II.

        8.10. COMBINING EQUIPMENT. The Licensor may require the Licensee, where
technically feasible to Licensee in Licensee's reasonable judgment, to remove
its individual antenna and transmission line and utilize a radio frequency
combining network with a common transmission line and antenna, at the sole cost
of Licensor. The Licensee shall be required to provide an appropriate RF
combining fitter for use on this network. The combining network shall remain the
property of the Licensor at the termination of this Agreement.

        8.11. REPLACEMENT OR RECONSTRUCTION OF TOWER BY LICENSOR.
Notwithstanding anything to the contrary herein, Licensee acknowledges and
agrees that the Licensor reserves the right, in its sole discretion, to replace
or rebuild an existing Tower or the top of any Tower, provided, however, that in
the event of such tower replacement, Licensor shall provide Licensee with
suitable space at the Tower Facility during the construction period to permit
the continued operation of Licensee's Equipment without any materially adverse
effect on Licensee's operations and Licensor shall be solely responsible for the
costs associated with removing and re-installing the Licensee's Equipment on the
replacement tower and the reasonable cost of obtaining any required FCC
approval, permission or authority, including special temporary authority to
operate the Equipment from the replacement tower. The Licensor also expressly
reserves the right to erect one or more towers on the Tower Facility, subject to
Licensor's obligations to Licensee pursuant to Section 8.7 of this Agreement. In
no event shall Licensee's rent be abated in any manner during any period of
construction of the Tower or top of a Tower so long as Licensee is capable of
continuing to operate its Equipment from a temporary location at the Tower
Facility with substantially the same service area as before the relocation as
contemplated under the applicable License. Each Party acknowledges and agrees
that they will reasonably cooperate with the other Party in any actions,
filings, or permits that may be required for either Party to exercise their
rights under this Section 8.11.

        8.12. COOPERATION RELATING TO LICENSEE'S USE. Upon Licensor's written
request, Licensee shall promptly furnish Licensor with complete and accurate
information in response to any reasonable request by Licensor for information
about any of the Equipment or utilities utilized by Licensee at any Tower
Facility or any of the channels and frequencies authorized by Licensee thereon.

     9. INDEMNIFICATION.

        9.1. BY LICENSEE. Licensee shall indemnify, defend and hold harmless
Licensor, its Affiliates and their respective directors, officers, shareholders,
successors and assigns from all Damages arising from (a) any Claim to the extent
such Claim is attributable to the joint, concurrent or sole negligence, gross
negligence, or willful misconduct or strict liability of Licensee, or its
agents, employees, representatives, contractors or other Persons acting or
engaged by, through or under Licensee, (b) any


                                       18
<PAGE>

material breach by Licensee of any provision of this Agreement, and (c)
actions taken by Licensor to resolve any interference caused by Licensee or
Licensee's Equipment pursuant to Section 8.7(a) or 8.7(f), as applicable, to any
other party which Licensor is required by law or contractual obligation to
resolve.

        9.2. BY LICENSOR. The Licensor shall indemnify, defend and hold harmless
Licensee, its Affiliates and their respective directors, officers, shareholders,
successors and assigns from all Damages arising from (a) any Claim to the extent
such Claim is attributable to the joint, concurrent or sole negligence, gross
negligence, or willful misconduct or strict liability of Licensor, or its
agents, employees, representatives, contractors or other Persons acting or
engaged by, through or under Licensor, (b) any material breach by Licensor of
any provision of this Agreement, and (c) interference to Licensee's Equipment or
permitted operations caused by Licensor's failure to enforce Licensee's rights
to be free from such interference in accordance with Section 8.7(b).

        9.3. LIMITS ON INDEMNIFICATION. Except as otherwise expressly provided
in Sections 9.1(c) and 9.2(c), neither party shall be responsible or liable to
any of the foregoing Indemnified Parties for any Damage arising from any Claim
to the extent attributable to any acts or omissions of other licensees or tower
users occupying any particular Tower Facilities or for any structural or power
failures or destruction or damage to the Tower Facilities except to the extent
caused by the joint, concurrent, sole or gross negligence, or willful misconduct
of such party.

        9.4. EXPRESS NEGLIGENCE. THE FOREGOING INDEMNITIES SET FORTH IN THIS
SECTION 9 ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH
THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY STATE'S EXPRESS
NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT
INDEMNITIES BECAUSE OF THE SIMPLE OR GROSS NEGLIGENCE (WHETHER SOLE, CONCURRENT,
ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY OF ANY OF THE INDEMNIFIED
PARTIES.

        9.5. SURVIVAL. The provisions of this Section 9 shall survive the
expiration or earlier termination of this Agreement with respect to any events
occurring on or before expiration or termination whether or not Claims relating
thereto are asserted before or after expiration or termination.

     10. DESTRUCTION OR CONDEMNATION.

            (a) In the event that any Tower is destroyed or damaged by fire,
lightning, windstorm, flood, earthquake, explosion, collapse, aircraft or other
vehicle damage or other casualty, Licensor shall, unless it elects to terminate
the related License with respect to the affected Tower as hereinafter provided,
promptly reconstruct or repair the Tower to substantially the same condition as
existed before the destruction or damage and upon completion give possession to
Licensee of substantially the same space licensed under the affected License. If
the Tower is in need of such repair or is so damaged by fire, lightning,
windstorm, flood, earthquake, explosion, aircraft or other


                                       19
<PAGE>

vehicle damage, collapse or other casualty that reconstruction or repair
cannot reasonably be undertaken without dismantling Licensee's Equipment, then
Licensor may, upon giving written notice to Licensee, remove any Licensee's
Equipment and interrupt the signal activity of Licensee but will use reasonable
efforts to have Licensee's Equipment replaced as soon as reasonably possible.
Licensee will be afforded the right, at Licensee's sole cost and expense, to
install temporary facilities pending repairs, provided such temporary facilities
do not interfere in any way with the construction, rebuilding or operation of
the Tower. Licensor agrees to provide Licensee alternative space, if available,
on the Tower during such reconstruction/repair period. If Licensor elects not to
restore the Tower within four (4) months from the date of any casualty, Licensor
may, by notice to Licensee, terminate the License Term of the affected License
effective on the date of such casualty. Licensor shall give Licensee such notice
promptly following such election not to restore the Tower. Notwithstanding the
foregoing, during such four (4) month period following the date of any casualty,
if Licensee's operation has been materially disrupted for thirty (30) or more
Days and such material disruption was not the result of Licensee's actions or
inactions and such disruption can not be avoided by Licensee in a commercially
reasonable manner, then Licensee upon written notice to Licensor may terminate
the License Term of the affected License. If Licensor elects to restore the
Tower, should Licensor not substantially restore or replace the Tower in a
fashion sufficient to allow Licensee to replace Licensee's Equipment thereon
within four (4) months of the date of casualty provided that such four (4) month
period shall be automatically extended for so long as Licensor has commenced end
diligently continues to restore or replace such Tower and Licensee's operation
has been materially disrupted for thirty (30) or more Days, then Licensee, upon
written notice to Licensor terminate the License Term of the affected License.

            (b) Licensor shall be entitled to terminate the License Term of the
affected License if all or any part of to the associated Tower Facility is
acquired, transferred, condemned or taken pursuant to any eminent domain
proceeding if as a result any of such event, Licensor has determined not to
continue to operate the Tower Facility. Irrespective of the form in which
recovery may be had by law, all rights to damages or compensation shall belong
to Licensor in all cases. Licensee hereby grants to Licensor all of Licensee's
rights to such Damages and covenants to deliver such further assignments thereof
as Licensor may from time to time request. Nothing contained herein shall be
construed to prevent Licensee from prosecuting in any eminent domain proceedings
a claim for relocation expenses, provided that such action shall not affect the
amount of compensation otherwise recoverable by Licensor from the taking
authority.

            (c) The License Fee with respect to the affected Tower Facility
shall be abated during any period that the Tower has not been restored following
an event described in clauses (a) or (b) above so long as Licensee is unable to
continue to operate from a temporary location without any materially adverse
affect on its service area at the Tower Facility during any period of
restoration.



                                       20
<PAGE>

     11. SURRENDER.

         11.1. GENERAL. Upon the expiration or termination of any License,
Licensee shall peaceably deliver up and surrender the Licensed Premises on which
Licensee's Equipment was installed or located.

         11.2. ALTERATIONS AND IMPROVEMENTS. Upon the termination or expiration
of any License, all permanent alterations, installations, changes, replacements,
additions or improvements that (a) have been made by Licensee to the related
Tower Facilities and (b) cannot be removed without material damage to the
remainder of such Tower Facilities, shall, at the Licensor's sole discretion, be
deemed a part of such Tower Facilities and the same shall not be removed.

         11.3. REMOVAL OF LICENSEE'S EQUIPMENT. Upon the termination or
expiration of any License and so long as Licensee is not in default hereunder,
Licensee may remove all Equipment owned by Licensee so long as the removal
thereof would not cause material damage to property not owned by Licensee and
shall repair any damage caused to the Tower Facilities due to the removal of
such Equipment at Licensee's expense. Licensee shall remove such Equipment to
one foot below grade, and such removal shall be performed by a qualified
steeplejack, tower climber or contractor in a workmanlike manner without any
interference, damage or destruction to any other equipment, structures or
operations of the tower, and without injury or damage to the tower, the
surrounding real property or improvements located thereon. If Licensee fails to
make such repairs within 10 Days after occurrence of any such damage, Licensor
may perform the necessary repairs at Licensee's expense. Licensee shall pay
Licensor all amounts so invoiced within 10 Days after receipt of the invoice. If
Licensee fails to remove such Equipment within 30 Days after the termination or
expiration any License, such Equipment shall be deemed abandoned. The Licensor
may, at its option, (a) cause any such abandoned Equipment to be removed and
stored (including the costs of any repairs required due to such removal) at the
expense of Licensee which must be promptly reimbursed to Licensee upon receipt
of an invoice(s), b) sell all or any part of such Equipment at public or private
sale, without notice to Licensee, and retain the proceeds of such sale and/or
(c) declare that title to such Equipment shall be deemed to have passed to
Licensor and Licensee shall execute any documents reasonably requested by
Licensor to evidence such transfer of interest.

         11.4. RELEASE DOCUMENTS. Upon the termination or expiration of any
License, Licensee shall immediately upon the request and at the expense of
Licensor, deliver a release in recordable form of any instruments of record
evidencing such License.

     12. MISCELLANEOUS.

         12.1. ASSIGNMENT AND SUBLEASING.

            (a) In the event Licensor mortgages, grants a security interest in
or otherwise collaterally assigns its interest in this Agreement or in any
License,


                                       21
<PAGE>

Licensee will execute and deliver to Licensor's lender or other party to
whom such interest is granted an Estoppel certificate certifying as to such
reasonable and accurate matters as are customarily expressed to lenders and a
subordination, attornment and non-disturbance agreement pursuant to which any
interest Licensee may have in any Tower Facilities by reason of this Agreement
or any License is subordinated to a mortgage lien or other security interest
granted in favor of Licensor's lenders; provided, Licensee shall only be
obligated to enter into any such subordination, attornment and non-disturbance
agreement if, pursuant to the terms thereof, the lender agrees not to disturb
Licensee's interest in any of the Tower Facilities arising from this Agreement
or any License so long as Licensee continues to perform its obligations
according to the terms hereof and thereof.

            (b) Licensee may not assign or transfer (by operation of law or
otherwise) this Agreement, any License or its all or any part of its interests
therein without the prior written consent of Licensor. Notwithstanding the
foregoing and so long as Licensee is not then in default, Licensee may assign
this Agreement or any individual License with upon thirty (30) Days prior
written notice to Licensor to any of the following: (i) Any Affiliate of
Licensee, provided that Licensee shall continue to remain liable to Licensor
hereunder; (ii) Any corporation or other entity resulting from the merger or
consolidation of Licensee; (iii) Any corporation, partnership, or other entity,
or Person which acquires all or substantially all of the assets of or fifty
percent (50%) or more of the stock or interest in Licensee; or (iv) any
corporation, partnership or other entity acquiring all or substantially all of
Licensee's assets, including the use of Licensee's rights to the FCC licenses
that Licensee uses to operate Licensee's Equipment at the applicable Tower
Facilities, in a given Basic Trading Area ("BTA"), so long as such corporation
or partnership is not a competitor of Licensor, provided that such assignee
pursuant to Sections 12.1(b)(i),(ii),(iii) and (iv) assumes in full the
obligations of Licensee under the License. Upon any such assignment, Licensee
shall be released from any further obligations hereunder accruing from or after
the date of any such assignment. In the event that Licensee requests Licensor's
consent to any assignment of any one or more individual License, Licensee shall
be required to pay Licensor an Administrative Fee of $500.00 for each consent to
assignment or assignment requested by Licensee. In no event may Licensee sublet,
sublease, grant any form of shared use right or permit any other similar use of
any Tower Facility or any portion thereof by or interest therein to any party
other than Licensee. Notwithstanding anything to the contrary in this Agreement
or in any License, in no event may Licensee diplex or combine signals for itself
or others. Upon any request by Licensee to assign any License, Licensor may
require the assignee to enter into a new license agreement directly with
Licensor so long as the License Fee, Annual Escalator and length and
commencement of each affected License Term is not altered by such replacement
license agreement.

            (c) Licensor may freely assign this Agreement or any License or any
interest therein so long as any such assignee agrees in writing to assume
Licensor's obligations hereunder. Upon any such assignment, Licensor shall be
released from any further obligations hereunder accruing from or after the date
of any such assignment. Licensor shall also have right to assign its rights, but
not its


                                       22
<PAGE>

obligations, under this Agreement or any License, in whole or in part,
to one or more of Licensor's Affiliates.

        12.2. DEFAULTS.

            (a) Licensee and Licensor shall have fifteen (15) Days after receipt
of written notice to cure any monetary Licensor Default or Licensee Default,
respectively, and thirty (30) Days after receipt of written notice to cure any
non-monetary Licensor Default or Licensee Default, respectively; provided
however, that if any non-monetary Licensor Default or Licensee Default is not
capable of being cured within the requisite period of time, then so long as the
party charged with the default has diligently pursued such cure of the default
within the prescribed period, the party shall be given the necessary time to
cure the default. If subsequent to the foregoing requisite periods of time,
there continues to be an event of Licensor Default or Licensee Default, the
non-defaulting party may, upon thirty (30) Days written notice to the other
party, terminate this Agreement with respect to the applicable License and
institute any other proceedings at law or in equity to recover damages from the
other party. The cure periods set forth in this Section 12(a) shaft not be
applicable with respect to any breach of Licensor's or Licensee's rights or
obligations pursuant to Section 8.7.

            (b) Upon the occurrence of any Licensee Default which is not cured
in accordance with Section 12.2(a), Licensor may (i) enter upon the affected
Licensed Premises(s) without being liable for prosecution or any claims of
Damages of such entry, and do whatever Licensee is obligated to do under the
terms of this Agreement or any individual License to correct the default, (ii)
remove and store Licensee's Equipment from the Licensed Premises at the expense
of Licensee which Equipment shall not be returned or released to Licensee until
the default has been cured, or (iii) disconnect Licensee's Equipment. All costs
of removal and storage of Licensee's Equipment (including the costs of any
repairs required due to such removal) pursuant to this Section shall be at the
expense of Licensee, which costs shall be reimbursed to Licensor upon receipt of
an invoice(s). Licensee agrees to reimburse Licensor on demand for any expenses
that Licensor may incur in effecting compliance with Licensee's obligations
under this Agreement or any License in this manner, and Licensee further agrees
that Licensor shall not be liable for any Damages resulting from such action. No
action by Licensor pursuant to this Section 12.2(b) shall be construed as an
election on Licensor's part to terminate this Agreement or any individual
License, unless a written notice of such intention is given to Licensee, and
Licensee's obligation to pay the monthly License Fee hereunder shall not be
terminated or suspended.

         12.3. EXCUSABLE DELAY. Neither party shall assume responsibility for
any losses or damages caused by acts of God, including, but not limited to,
wind, lightning, rain, ice, earthquake, floods, or rising water, or by aircraft
or vehicle damage. In the event that Licensor shall be delayed, hindered in or
prevented from the performance of any act required hereunder by reason of acts
of God (including, but not limited to, wind, lightning, rain, ice, earthquake,
flood or rising water), aircraft or vehicle damage or other casualty, unforeseen
soil conditions, acts of third parties who are not employees of Licensor,
strikes, lock-outs, labor troubles, inability to procure material, failure of
power,


                                       23
<PAGE>

governmental actions or inaction (including but not limited to those
related to zoning approvals, permits or related appeals), laws or regulations,
riots, insurrection, war or other reasons beyond its control, or any delay
caused by the acts or omissions of Licensee, then the performance of such act
shall be excused for the period of delay and the period for performance of any
such act shall be extended for a period equivalent to the period required to
perform as a result of such delay.

         12.4. ENTIRE AGREEMENT; PRIOR AGREEMENTS. This Agreement and the
appendices, exhibits form of Schedules and Licenses that may be executed from
time to time by the parties with respect to specific Tower Facilities constitute
the entire agreement between the parties pertaining to the subject matter hereof
within the United States and supersede all prior agreements, understandings,
negotiations and discussions, whether oral or written, of the parties with
respect to the subject matter herein. The parties hereto also expressly
acknowledge that any and all other existing master license agreements or master
lease agreements (or similar Agreements but not any individual site agreements)
between the parties and their Affiliates ("Prior Agreements") are hereby
terminated in their entirety (notwithstanding their terms and conditions to the
contrary) effective as of the date of this Agreement except with respect to, and
only to the extent of, any individual schedule or license executed under such
Prior Agreements prior to the date of this Agreement. Further, in the event that
Licensor or Licensee or any of their Affiliates assumes or acquires (by reason
of merger, transfer of control, or assignment) any interest in any additional
Prior Agreements during the Term hereof, at the election of Licensor all such
assumed or acquired Prior Agreements (whether executed by the initial parties
before or after the execution of this Agreement) shall be automatically
terminated in their entirety (notwithstanding their terms and conditions to the
contrary) effective upon such assignment or acquisition by Licensor or Licensee,
or their respective Affiliates, as applicable, except with respect to, and only
to the extent of, any individual schedule or license executed under such Prior
Agreements prior to the date of such automatic termination. All license
agreements for Tower Facilities owned or leased by Licensor executed by Licensee
and Licensor prior to the Effective Date of this Agreement ("INTEGRATED PRIOR
LICENSES") shall be terminated as of the Effective Date (the "INTEGRATION DATE")
and shall be rewritten as Licenses to this Agreement within thirty (30) Days of
the Integration Date ("REWRITTEN AGREEMENTS"). License Commencement Dates,
License Fees and Application Fees in such Integrated Prior Licenses shall be
unaltered on the applicable Rewritten Agreement.

         12.5. NOTICES. All notices, consents, approvals, and other
communications given to either party under this Agreement shall be in writing to
such party at the address set forth for such party as its Notice Address in the
applicable License or at such other address as such party shall designate by
notice to the other party hereto in accordance with this Section 12.5 and may be
delivered personally (including delivery by private courier services, including
overnight courier delivery) or by confirmed telecopy followed by first-class
United States mail, postage prepaid, registered or certified mail with return
receipt requested, to the party entitled thereto, and shall be deemed to be duly
given or made when deposited with the applicable carrier or courier. In the
event that conflicting Notice Addresses appear in the Licenses, the most recent
License shall control.



                                       24
<PAGE>

         12.6. CHOICE OF LAW. This Agreement shall be construed and interpreted
and the rights of the parties determined in accordance with the internal laws of
the State of New York. Each individual License shall be construed and
interpreted and the rights of the parties determined in accordance with the
internal laws in the state in which the Tower Facility is located, provided that
in the event that more than one License is involved in the dispute or
controversy the laws of the State of New York shall govern.

         12.7. DISCLAIMERS, AMENDMENTS AND WAIVERS.

            (a) No endorsement or statement on any check or letter accompanying
a check for payment of fee or other amount shall be deemed an accord and
satisfaction, and Licensor may accept such check or payment without prejudice to
Licensor's right to recover the balance of such fee or other payment or to
pursue any other remedy provided in this Agreement. No payment by Licensee or
receipt by Licensor of a lesser amount than the periodic installment(s) of the
License Fee shall be deemed to apply to any amount other than the earliest then
outstanding payment due hereunder.

            (b) LICENSEE ACKNOWLEDGES THAT THE LICENSOR HAS NOT MADE ANY
REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR AT COMMON LAW, BY STATUTE, OR
OTHERWISE RELATING TO ANY TOWER FACILITIES INCLUDING, WITHOUT LIMITATION, THE
CONDITION OF ANY TOWER FACILITIES (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED OR
EXPRESSED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, ENVIRONMENTAL CONDITION, OR
GEOLOGIC CONDITION). IN FURTHERANCE OF THE FOREGOING, THE LICENSOR EXPRESSLY
DISCLAIMS AND NEGATES, AND LICENSEE HEREBY WAIVES (I) ANY IMPLIED OR EXPRESSED
WARRANTY OF MERCHANTABILITY, (II) ANY IMPLIED OR EXPRESSED WARRANTY OF FITNESS
FOR A PARTICULAR PURPOSE, (III) ANY IMPLIED OR EXPRESSED WARRANTY OF CONFORMITY
TO MODELS OR SAMPLES OF MATERIALS, (IV) ANY CLAIM FOR DAMAGES BECAUSE OF ANY
LATENT OR PATENT DEFECTS OR OTHER DEFECTS, WHETHER KNOWN OR UNKNOWN AND (V) ANY
AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW. IT IS THE EXPRESS
INTENTION OF THE PARTIES HERETO THAT ALL TOWER FACILITIES BE LICENSED ON AN AS
IS, WHERE IS BASIS. THE PARTIES HERETO AGREE THAT, TO THE EXTENT REQUIRED BY
APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED
IN THIS SECTION ARE CONSPICUOUS DISCLAIMERS.

            (c) No amendment, supplement, modification or waiver of this
Agreement shall be binding unless executed in writing by the party to be bound
thereby. No waiver of any of the provisions of this Agreement shall constitute a
waiver of any other provision hereof (whether or not similar), nor shall such
waiver constitute a continuing waiver unless expressly agreed to in writing by
the affected party.



                                       25
<PAGE>

         12.8. BROKERAGE FEES. Each of Licensor and Licensee represent and
warrant to the other that no broker was involved for such representing person in
connection with this transaction and each of Licensor and Licensee agrees to
indemnify and hold the other harmless from and against the claims of any broker
acting on behalf of the indemnifying party in connection with this transaction.

         12.9. QUIET ENJOYMENT. The Licensor covenants and agrees that, upon
Licensee's paying the License Fee and observing and performing all of the terms,
covenants and conditions on Licensee's part to be observed and performed under
this Agreement (including any License), Licensee shall peacefully and quietly
enjoy the Tower Facilities covered by each License during the applicable License
Term, subject to the provisions of Section 5.1(f).

         12.10. REFERENCES. Any reference herein to a Section shall be deemed to
refer to the applicable Section of this Agreement unless otherwise expressly
stated herein. Any reference to an Appendix shall be deemed to refer to the
applicable Appendix attached hereto, all such Appendices being incorporated
herein and made a part hereof by this reference. Any reference to a Schedule
shall be deemed to refer to any form of Schedule attached hereto from time to
time or any License signed by Licensor and Licensee and, when so signed, shall
be incorporated herein and made a part hereof by this reference.

         12.11. NO THIRD PARTY BENEFICIARIES. Except as otherwise provided in
Section 8.7 or the applicable License, this Agreement is solely for the benefit
of the parties hereto, their successors and assigns permitted under this
Agreement and the indemnified parties under Sections 9.1 and 9.2, and no
provisions of this Agreement shall be deemed to confer upon any other Person any
remedy, claim, liability, reimbursement, cause of action or other right.

         12.12. RECORDATION OF MEMORANDUM. At Licensee's request and expense
(including all reasonable expenses incurred by Licensor hereunder). Licensor
agrees to execute a memorandum of agreement for a particular License in a form
acceptable to Licensor, so long as such recordation is not otherwise restricted
or prohibited by the applicable Ground Lease. Licensee agrees to provide
Licensor with a certified copy of any such memorandum within five (5) Business
Days following any recordation of such memorandum.

         12.13. LIMITED RELATIONSHIP. Nothing contained in this Agreement shall
be deemed or construed by the parties hereto or by any third Person to create
the relationship of principal and agent, partnership, joint venture or any
association between Licensor and Licensee other than contracting parties.

         12.14. APPLICABLE STANDARD. Any approval, consent, decision or election
to be made or given by a party hereunder may be made or given in such party's
sole judgment and discretion, unless a different standard (such as
reasonableness or good faith) is provided for explicitly.



                                       26
<PAGE>

         12.15. INTEREST. Any Payment not made on the date required by this
Agreement shall accrue interest at the Past Due Rate from the Due Date of such
Payment until the date such Payment is paid, as well as an Administrative Fee of
fifteen percent (15%) of the applicable monthly License Fee to compensate
Licensor for the additional administrative costs incurred or anticipated to be
incurred by reason of such late Payment.

         12.16. INTERPRETATION. Each of the parties has agreed to the use of the
particular language of the provisions of this Agreement, and any questions of
doubtful interpretation shall not be resolved by any rule or interpretation
against the draftsman, but rather in accordance with the fair meaning thereof,
having due regard to the benefits and rights intended to be conferred upon the
parties hereto and the limitations and restrictions upon such rights and
benefits intended to be provided.

         12.17. WAIVER OF CERTAIN DAMAGES. NOTWITHSTANDING THE PROVISIONS OF
SECTIONS 8.9, 9.1 OR 9.2, EACH PARTY HERETO HEREBY WAIVES THE RIGHT TO RECOVER
CONSEQUENTIAL (INCLUDING LOST PROFITS), PUNITIVE, EXEMPLARY AND SIMILAR DAMAGES
AND THE MULTIPLIED PORTION OF DAMAGES.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of April 4,
2001 (the "EFFECTIVE DATE").


LICENSOR:
AMERICAN TOWER, L.P.
BY: ATC GP, INC. (ITS SOLE GENERAL PARTNER)


By:
   -----------------------------------------
Name:  Steven J. Moskowitz
Title: Executive Vice President


LICENSEE:
UBIQUITEL LEASING COMPANY


By:
   -----------------------------------------
Name:  David L Zylka
Title: Vice President of Engineering









                                       27
<PAGE>


                                   APPENDIX I

                                  DEFINED TERMS

ADMINISTRATIVE FEE - means all fees designated as Administrative Fees herein and
in each License and shall also include the Application Fee and Site Inspection
Fee as adjusted by twenty percent (20%) on July 1, 2005 and every five (5) years
thereafter by twenty percent (20%).

AFFILIATE(S) - means, with respect to any Person, (i) any other Person directly
or indirectly controlled by, controlling or under common control with such first
Person and (ii) any director or officer of such first Person or of any Person
referred to in clause (i) above. For the purposes of this definition control of
any Person means ownership, directly or indirectly, of 50% or more of the voting
stock of such Person, if a corporation, and ownership of 50% or more of the
equity or beneficial interest in any other Person. The general partner of any
Person who is a partnership will be deemed to control such Person.

AGREEMENT - as defined in the introductory paragraph.

ANNUAL ESCALATOR - as defined in Section 6.1.

APPLICATION - as defined in Section 3.1, as revised from time to time in
accordance with Section 3.2.

APPLICATION FEE - as defined in Section 3.1.

AUTHORIZED PERSONNEL - as defined in Section 7.

BUSINESS DAY - means a day other than a Saturday, Sunday or legal holiday for
commercial banks under the laws of the United States or the State of New York.

CLAIMS - means demands, claims, suits, actions, proceedings or investigations
brought against a Person by an unrelated or unaffiliated Person.

DAMAGES - means debts, liabilities, obligations, losses, damages, cost and
expenses, whether actual, interest (including, without limitation, prejudgment
interest), penalties, reasonable legal fees (including without limitation,
in-house counsel at prevailing independent counsel rates in the metropolitan
area in which they practice), disbursements and costs of investigations,
deficiencies, levies, duties and imposts (but in no event consequential or
punitive damages).

DAY - means a calendar day including Monday, Tuesday, Wednesday, Thursday,
Friday, Saturday, and Sunday.

DUE DATE - as defined in Section 6.7.

                                       28
<PAGE>

EFFECTIVE DATE - as defined in Section 4.1.

EQUIPMENT - means "Licensee's Equipment."

FAA - means the United States Federal Aviation Administration.

FCC - means the United States Federal Communications Commission.

FIRST RENEWAL PERIOD - as defined in Section 4.2.

GOVERNMENTAL AUTHORITY - means any federal, state, county or municipal
governmental authority, including all executive, legislative, judicial and
administrative bodies thereof with jurisdiction over the Parties or the subject
matter of this Agreement and subject to Section 12.6.

GROUND LEASE - means an easement, ground lease, license, permit or right of way
by which Licensor has the right to use the premises on which the Tower Facility
is located.

INDEMNIFIED PARTY - shall mean any Person entitled to indemnification under
Section 9.1 or Section 9.2 hereof.

LICENSE FEE - as defined in Section 6.1 and the applicable License.

LEGAL REQUIREMENTS - shall mean any law, statute, code, ordinance, order, rule,
regulation, judgment, decree, injunction, franchise, permit, certificate,
license, authorization, or other directional requirement (including, without
limitation, any of the foregoing that relates to environmental standards or
controls) of any governmental authority with jurisdiction over the Parties or
the subject matter of this Agreement and subject to Section 12.6.

LICENSE - shall mean, with respect to any Licensed Premises, the terms and
conditions between Licensor and Licensee governing the license of such space as
set forth in this Agreement and the executed Schedule relating to the licensing
of such space.

LICENSE COMMENCEMENT DATE - as defined in Section 4.2.

LICENSE TERM - for each License means the period commencing on the first Day of
the Primary Term and ending on the last Day of the Primary Term or the last day
of the last applicable renewal period, if it is renewed.

LICENSED PREMISES - as defined in Section 3.1.

LICENSEE - as defined in the introductory paragraph.

LICENSE DEFAULT - means the occurrence of any of the following events: (a)
failure by


                                       29
<PAGE>

Licensee at any time to pay, when due, any sums payable by Licensee
hereunder within the cure period set forth in Section 12.2 and (b) failure by
Licensee to observe or perform any other covenant, agreement, condition or
provision of this Agreement or any License, subject to the cure periods in
accordance with Section 12.2, and (c) if Licensee files a petition in bankruptcy
or for reorganization or any other similar act by or against Licensee under any
bankruptcy or insolvency law (and, in the case of any involuntary filing, if
such filing is not vacated or removed within sixty (60) days).

LICENSEE'S EQUIPMENT - (also referred to herein as the "Equipment") means all of
the antennae, transmission, cable and other equipment brought to a Tower
Facility by Licensee, whether owned, leased or otherwise obtained by Licensee,
and located on Licensor's Tower Facilities, including on any Tower and in
equipment shelters, as such equipment may be modified or replaced at any time
during the applicable License term in accordance with the terms and conditions
of this Agreement, all as specifically described in the applicable License or
any amendments thereto.

LICENSOR - as defined in the introductory paragraph.

LICENSOR DEFAULT - means the occurrence of any of the following events: (a)
failure by Licensor at any time to pay, when due, any sums payable by Licensor
hereunder within the cure period set forth in Section 12.2 and (b) failure by
Licensor to observe or perform any other covenant, agreement, condition or
provision of this Agreement or any License, subject to the cure periods in
accordance with Section 12.2 and (c) if Licensor files a petition in bankruptcy
or for reorganization or any other similar act by or against Licensor under any
bankruptcy or insolvency law (and, in the case of any involuntary filing, if
such filing is not vacated or removed within sixty (60) days).

NOTICE ADDRESS - as defined in the applicable License.

OFFER DATE - as defined in Section 3.1(a).

PAST DUE RATE - as defined in Section 6.7.

PAYMENT - all monies due by one Party to the other Party under this Agreement or
any License, including, but not limited to the License Fees, Administrative
Fees, Past Due Rate charges, or any reimbursements due hereunder.

PERSON - means any natural person, firm, partnership, association, corporation,
limited liability company, company, trust, entity, public body or government.

PRIMARY TERM - as defined in Section 4.2.

REMITTANCE ADDRESS - as defined in Schedule.

RFI - means radio frequency interference.



                                       30
<PAGE>

SCHEDULE(S) - collectively or individually, the form of Schedule attached
hereto, as revised from time to time in accordance with Section 3.2.

SECOND RENEWAL PERIOD - as defined in Section 4.2.

SITE INSPECTION FEE - payment to be made by Licensee to Licensor for each
installation of its permitted Equipment set forth in Section 6.5.

TERM - as defined in Section 4.1.

THIRD RENEWAL PERIOD - as defined in Section 4.2.

TOWER(S) - as defined in Section 2.

TOWER FACILITIES - means, with respect to any License, the Tower, real property,
buildings and all other facilities and equipment located on the underlying real
property and owned or leased by Licensor.

WORK - as defined in Section 8.2.


                                       31