<PAGE>

                                                                   EXHIBIT 10.33

                            MASTER LICENSE AGREEMENT


       for CROWN CASTLE(R) owned and managed wireless communications sites

                                     between

        Crown Atlantic Company LLC, a Delaware limited liability company,

           Crown Communication New York, Inc, a Delaware corporation,

                  Crown Castle PT Inc., a Delaware corporation,

                Crown Castle South Inc., a Delaware corporation,

       Crown Castle GT Company LLC, a Delaware limited liability company,

                                       and

                Crown Communication Inc., a Delaware corporation,
              for itself and on behalf of its applicable affiliates

                                       and

                           Ubiquitel Leasing Company,
                             a Delaware corporation

    Be advised that (1) this standard document is copyrighted by Crown Castle
   and (2) Crown Castle considers this information to be highly proprietary in
     nature. It is intended for the sole use of the recipient pertaining to
 business licensing with Crown Castle. Disclosure to any third party may create
                          civil liability on your part.



<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE
1.   Definitions...........................................................   1

2.   Site License Process..................................................   5

     2.1    License Application............................................   5
     2.2    Licensor's Obligation..........................................   5
     2.3    Minimum Site Commitment[NOT APPLICABLE]........................   5
     2.4    Licensor's Reserved Rights.....................................   5

3.   Site Use .............................................................   6

4.   Term   ...............................................................   7
     4.1    Term of Agreement..............................................   7
     4.2    SLA Term.......................................................   7

5.   Consideration.........................................................   7

     5.1    Basic Monthly Payment..........................................   7
     5.2    Fee Adjustment.................................................   7
     5.3    Licensee's Payment of Taxes,
            Fees and Assessments...........................................   8
     5.4    Licensee's Share of Site
            Maintenance Expenses...........................................   8
     5.5    Extraordinary Site Development Costs...........................   8
     5.6    Regulatory Compliance Costs....................................   8
     5.7    Site Commitment Surcharge[NOT APPLICABLE]......................   8
     5.8    Late Payments..................................................   8
     5.9    Payment Method.................................................   9
     5.10   Electronic Payment.............................................   9

6.   Improvements and Construction.........................................   9

     6.1    Maintenance of Site and
            Licensee's Equipment...........................................   9
            6.1.1  Equipment Maintenance...................................   9
            6.1.2  Routine Inspection and
                     Emergency Repairs.....................................   9
            6.1.3  Non-Emergency Repairs...................................   9

                                     ii
<PAGE>

     6.2    Installation, Modification and Relocation......................   10
            6.2.1  Initial Installation....................................   10
            6.2.2  Subsequent Installation or Modification.................   10
            6.2.3  Licensor's Costs........................................   10
            6.2.4  Relocation..............................................   11
            6.2.5  No Interference
                     Repair/Renewal........................................   11
            6.2.6  Removal of Equipment....................................   11
            6.2.7  Site Access.............................................   11
     6.3    Acceptance of Site.............................................   12
            6.3.1  Acceptance as Suitable..................................   12
            6.3.2  Acceptance of Facilities................................   12
            6.3.3  Waiver of Claims........................................   12

7.   Liens    .............................................................   12

8.   Interference..........................................................   13

9.   Indemnification.......................................................   13

10.  Insurance.............................................................   14

     10.1   Insurance Amounts..............................................   14
     10.2   Subordination..................................................   15
     10.3   Attornment.....................................................   15

11.  Surrender of Facilities...............................................   15

12.  Covenants and Warranties..............................................   16

     12.1   Licensor.......................................................   16
     12.2   Licensee.......................................................   16
     12.3   Authority......................................................   16
     12.4   No Brokers.....................................................   17

13.  Utilities.............................................................   17

14.  Limitation of Liability...............................................   17

15.  Casualty or Condemnation..............................................   18

     15.1   Casualty.......................................................   18
     15.2   Condemnation...................................................   17

16.  Default  .............................................................   18



                                      iii


<PAGE>

     16.1   Licensee's Default.............................................   18
     16.2   Licensor's Remedies............................................   19
     16.3   Licensee's Remedies
            upon Licensor's Default........................................   20
     16.4   Continuing Obligations.........................................   20

17.  Environmental Matters.................................................   21

18.  Review of Charges.....................................................   21

19.  Governing Law.........................................................   22

20.  Assignment and Sublease...............................................   22

21.  Severability..........................................................   23

22.  No Waiver.............................................................   23

23.  Representation........................................................   23

24.  Notices  .............................................................   23

25.  Binding Effect........................................................   24

26.  No Offer .............................................................   24

27.  Recording.............................................................   24

28.  Prime Lease Agreement.................................................   25

29.  Termination...........................................................   25

30.  Supersedes............................................................   25

31.  Non-Disclosure........................................................   25

32.  Third Parties.........................................................   26

33.  Compliance with FCC Radio
     Frequency Radiation Requirements......................................   26

     33.1   Licensee's Installation or
            Modification of Equipment at a Site............................   26



                                       iv


<PAGE>

     33.2   Future Cooperation.............................................   26
     33.3   Protection of Workers..........................................   26
     33.4   Licensee  Joint RF Liability...................................   26

34.  Captions .............................................................   27

35.  FCC Registration......................................................   27

36.  Regulatory Filings....................................................   27

37.  Counterparts..........................................................   27

38.  Public Announcements..................................................   28

39.  Status of Parties.....................................................   28

40.  Attorneys' Fees.......................................................   28

41.  Entire Agreement......................................................   28

Exhibit "A" -- Site Engineering Application................................   30

Exhibit "B" -- Site License Acknowledgement................................   31

     SLA Exhibit "1" -- Property Legal Description.........................   34
     SLA Exhibit "2" -- Site and Access Right of Way
                          Legal Description................................   35
     SLA Exhibit "3" -- Approved Site Engineering
                         Application Location of
                           Antenna(s)......................................   36
     SLA Exhibit "4" -- Location of Equipment
                          Building/Floor Space and
                          Any Other Appended
                          Installation at the Site.........................   37
     SLA Exhibit "5" -- Prime Lease Agreement..............................   38
     SLA Exhibit "6" -- Form of Memorandum for
                          Recording........................................   39

Exhibit "C" -- Basic Annual Payment Schedule...............................   43

Exhibit "D" -- Direct Deposit Information..................................   44

Exhibit "E" -- Installation Scope of Work..................................   45

Exhibit "F" -- Special Conditions, Site Rules and
               Regulations, and Access and Security
               Procedures for Users........................................   46

                                       v

<PAGE>


                            MASTER LICENSE AGREEMENT


     THIS MASTER LICENSE AGREEMENT (the "Agreement") is entered into this 15th
day of December, 2000, between CROWN ATLANTIC COMPANY LLC, a Delaware limited
liability company, CROWN COMMUNICATION NEW YORK, INC., a Delaware corporation,
CROWN CASTLE PT INC., a Delaware corporation, CROWN CASTLE SOUTH INC., a
Delaware corporation, CROWN CASTLE GT COMPANY LLC, a Delaware limited liability
company, and CROWN COMMUNICATION INC., a Delaware corporation (collectively
"Licensor") with its principal place of business at 375 Southpointe Boulevard,
Canonsburg, Washington County, Pennsylvania 15317 and UBIQUITEL LEASING COMPANY,
a Delaware corporation with its principal place of business at One West Elm
Street, 4th Floor, Conshohocken, Pennsylvania 19428 ("Licensee").

                              W I T N E S S E T H:

     WHEREAS, Licensor maintains and operates an extensive network of wireless
communications facilities throughout the United States (including sites under
lease and others yet to be constructed);

     WHEREAS, Licensee desires to obtain a license for the non-exclusive use of
certain Sites (as defined in Section 1) to operate its wireless communications
equipment; and,

     WHEREAS, Licensor and Licensee are desirous of establishing terms and
conditions that will apply to the licensing of the Facilities (as defined in
Section 1) to Licensee.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein
and intending to be legally bound hereby, the parties hereto agree as follows:


                                 1. DEFINITIONS

     The following terms as used in this Agreement are defined as follows:

     "AGREEMENT" This Master License Agreement, which supersedes any other Site
     use or occupancy agreement between Licensor and Licensee.

     "BASIC MONTHLY PAYMENT" The monthly payment due from Licensee to Licensor
     for the licensing of each Site calculated in accordance with Section 5.1,
     and as adjusted from time to time pursuant to Section 5.2.



                                       1
<PAGE>

     "BASIC ANNUAL PAYMENT" The aggregate of all Basic Monthly Payments made
     during a calendar year.

     "BUSINESS DAYS" Those calendar days excluding Saturdays, Sundays and legal
     federal holidays.

     "CONSUMER PRICE INDEX" The Consumer Price Index published by the Bureau of
     Labor Statistics of the United States Department of Labor for Urban Wage
     Earners and clerical workers for all items (CPI-W) -- U.S. City Average
     (base year) or the successor thereto.

     "EARLIER EXISTING OPERATIONS" The operations of a Prior User as authorized
     by Licensor and existing prior to the full execution of Licensee's SLA for
     that Site, which use has not been amended since the full execution of
     Licensee's SLA for that Site.

     "ENVIRONMENTAL HAZARDS" All or any Hazardous Substances, hazardous waste,
     pollutants, asbestos, polychlorinated biphenyls (PCB), petroleum or other
     fuels (including crude oil or any fraction or derivative thereof) or
     underground storage tanks.

     "ENVIRONMENTAL LAWS" Any and all laws, statutes, regulations, ordinances,
     rules, orders, decisions, judgments, actions, guidelines or policies, which
     are heretofore or hereafter enacted, promulgated, issued, ordered or
     decreed by any federal, tribal, state or local governmental authority,
     whether executive, legislative or judicial, and which relate to the
     environment, health, or safety, including, without limitation, the
     Comprehensive Environmental Response, Compensation and Liability Act, 42
     U.S.C. ss.ss.9601 et seq. ("CERCLA"); Emergency Planning and Community
     Right-to-Know Act, 42 U.S.C. ss.ss.11001 et seq. ("EPCRA"), the Solid Waste
     Disposal Act (commonly called the Resource Conservation and Recovery Act),
     42 U.S.C. ss.6901 et seq. ("RCRA"); the Atomic Energy Act, 42 U.S.C.
     ss.ss.2011 et seq. ("AEA"); Hazardous Materials Transportation Act, 49
     U.S.C. ss.5101, et seq. ("HMTA"); the Federal Insecticide, Fungicide, and
     Rodenticide Act, 7 U.S.C. ss.ss.136 et seq. ("FIFRA"); the Occupational
     Safety and Health Act, 29 U.S.C. ss.ss.651 et seq. ("OSHA Act"); the
     Federal Water Pollution Control Act (commonly called the "Clean Water
     Act"), 33 U.S.C. ss.ss.1251 et seq. ("CWA"); the Oil Pollution Act, 33
     U.S.C. ss.ss.2701 et seq. ("OPA"); the Clean Air Act, 42 U.S.C. ss.ss.7401
     et seq. ("CAA"); the Toxic Substances Control Act, 15 U.S.C. ss.ss.2601 et
     seq. ("TSCA"), and all regulations, ordinances, rules, orders, decisions,
     actions, guidelines or policies, enacted, promulgated, issued, ordered or
     decreed thereunder.

     "EQUIPMENT" Licensee's communications equipment and other personal property
     installed on the Facilities and authorized pursuant to the Site Engineering
     Application approved by Licensor pursuant to Section 2.1.

     "EVENT OF DEFAULT" The occurrence of any one or more of the events
     described in Section 16.1.



                                       2
<PAGE>

     "EXTRAORDINARY SITE DEVELOPMENT COSTS" Costs incurred for development,
     construction or operation of a Site in excess of costs normally expended,
     including, but not by way of limitation, extraordinary civil work (for
     design and construction of foundations, roads, walls in difficult
     construction conditions or with challenging engineering requirements),
     stealth tower structures, excessive site litigation expenses for protracted
     disputes or in the event of multiple appeals, lighting systems for towers
     at or higher than five hundred (500) feet, contract expenses including
     revenue sharing with third parties required by the ground lease or other
     contract applicable to a Site and existing as of the SLA Commencement Date,
     and payment to the landlord to obtain consent to locate users at a Site.

     "FAA" The U.S. Federal Aviation Administration.

     "FCC" The U.S. Federal Communications Commission.

     "FACILITIES" That portion of each Site which is licensed to Licensee.

     "FORCE MAJEURE" An event which cannot be definitely foreseen or reasonably
     controlled, including, but not limited to acts of God, weather conditions,
     structural failure due to manufacturer's error, ground subsidence, acts of
     war, labor disputes, terrorist acts, civil disobedience, vandalism and all
     other man-made calamities.

     "GOVERNMENT ENTITY" Any federal, state or local governmental unit or agency
     thereof with jurisdiction applicable to a Site or Sites.

     "HAZARDOUS MATERIALS" As that term is defined in the Hazardous Materials
     Transportation Act, 49 U.S.C. ss.ss.5101, et seq., and any regulations
     promulgated pursuant thereto.

     "HAZARDOUS SUBSTANCES" As that term is defined in the Hazardous Materials
     Transportation Act, 49 U.S.C. ss.ss.5101, et seq., and any regulations
     promulgated pursuant thereto.

     "MLA COMMENCEMENT DATE" The date first written above in this Agreement.

     "MLA TERM" The term of this Agreement as set forth in Section 4.1.

     "NOTICE OF DISPUTE" The written notice provided by Licensee to Licensor
     subject to the conditions set forth in Section 18 which notifies Licensor
     of Licensee's dispute of a sum payable to Licensor pursuant to this
     Agreement.

     "POLLUTANTS" Pollutants shall have the same definition as the definition
     set forth in the Clean Water Act and any regulations promulgated pursuant
     thereto.



                                       3
<PAGE>

     "PRIME LEASE" The lease or other agreement between a third party landowner
     and Licensor from which Licensor derives its rights in a Site owned by the
     landowner. The Prime Lease may also be between two third parties, with one
     of them being a predecessor in interest to Licensor's interest.

     "PRIOR USER" A user of a Site whose use was authorized by Licensor and
     established prior to the full execution of the SLA between Licensor and
     Licensee for that Site, which use has not been amended since the full
     execution of Licensee's SLA for that Site.

     "PRO RATA SHARE" The fraction or decimal equivalent of dividing one (1) by
     the total number of then-existing users in occupancy on the last day of the
     applicable calendar year on a Site. Notwithstanding the foregoing, in no
     event shall Licensee's Pro Rata Share exceed fifty percent (50%) for any
     Site.

     "REGULATORY COMPLIANCE COSTS" The reasonable costs, including reasonable
     attorney's fees, incurred at a Site in order to comply with any law,
     regulation, rule, guideline, directive or requirement promulgated by a
     Governmental Entity, including Environmental Laws and applicable to a Site
     at which Licensee holds a SLA.

     "RENEWAL TERM" The term for which any particular SLA may be extended
     pursuant to Section 4.2.

     "RF" Radio frequency.

     "SITE" The tower, land area, equipment shelters, easements, roadways and
     all improvements thereto owned or otherwise controlled by Licensor, its
     affiliates or subsidiaries and available for license to third parties.

     "SITE APPLICATION FEE" The fee paid by Licensee to Licensor to evaluate
     Licensee's proposed occupancy at a Site as set forth in Section 2.1.

     "SITE AUDIT FEE" The fee paid to Licensor by Licensee for Licensor's review
     of the installation of Licensee's Equipment at a Site by a third-party
     contractor as set forth in Section 6.2.1.

     "SITE ENGINEERING APPLICATION" The application form set forth in Exhibit
     "A" of this Agreement which shall be submitted to Licensor by Licensee when
     Licensee is interested in licensing a Site or subsequently modifying its
     previous installation at any Site, as further described in Article 2.

     "SITE MAINTENANCE EXPENSE" The reasonable costs incurred by Licensor to
     operate and maintain a Site in a manner in keeping with generally accepted
     standards of similar communication facilities located in the same
     geographic region of the applicable Site and otherwise commercially
     reasonable, appropriate and in the best


                                       4
<PAGE>

     interest of a Site and Licensee and other occupants of the Site, including
     where applicable, all costs and expenses to inspect and maintain once
     installed fences, gates, security systems, grounding systems, tower
     lighting, access roads including, but not limited to removal of snow, ice
     and debris, rust abatement, tower structures, generator service and fueling
     (unless separately charged), tower painting, HVAC, site signage, drainage
     pipes, ducts, conduits and similar items, not treated for accounting
     purposes as capital expense.

     "SLA" A Site License Acknowledgement executed for a Site in a form
     substantially identical to Schedule "B" of this Agreement.

     "SLA COMMENCEMENT DATE" The earlier date upon which installation of
     Licensee's Equipment commences at the Site or as otherwise specified in the
     SLA by mutual agreement of Licensor and Licensee. ......... "SLA TERM" The
     first period of five (5) years from the SLA Commencement Date for which a
     SLA is licensed to Licensee as may be extended as set forth in Section 4.2.

     "SUBSEQUENT USER" Any user of the Site which submits its Site Engineering
     Application to Licensor for that Site after the submission of Licensee's
     Site Engineering Application, or any Prior User which materially modifies
     its use of the Site, including, without limitation, any change to frequency
     channel or range, antenna height, output power or effective radiated power,
     or relocation of the transmission equipment at the Site.


                             2. SITE LICENSE PROCESS

     2.1 LICENSEE APPLICATION. Licensee shall indicate its interest in licensing
the Facilities, changing frequency or power levels or modifying Equipment at any
Site by submitting a Site Engineering Application to Licensor, together with a
non-refundable Site Application Fee of $1,500.00. The Site Application Fee shall
be applied to reduce the cost of other Licensor provided services at the same
Site, however, the Site Application Fee may not be applied to the Site Audit
Fee, if applicable. An additional Site Engineering Application shall be
submitted for any change to the Equipment originally authorized by the SLA or a
previously approved Site Engineering Application if such change results in
increased tower loading, occupation of additional ground space or operation of
Equipment on frequencies or at power levels not previously approved, however, no
additional Site Application Fee shall be due with the new Site Engineering
Application if the change does not increase tower loading or occupation of
ground space. Licensee's approved Site Engineering Application shall be an
exhibit to the SLA and shall define Licensee's authorized use of the Facilities.
Upon Licensor's approval of Licensee's Site Engineering Application which
approval shall not be unreasonably withheld, Licensor and Licensee shall execute
a SLA, which shall become effective and become part of this Agreement on the SLA
Commencement Date.



                                       5
<PAGE>

     2.2 LICENSOR'S OBLIGATION. Within thirty (30) days of receiving the Site
Engineering Application, Licensor shall notify Licensee in writing of the
approved location of the Equipment. The location of the Equipment at the Site
requested by Licensee shall be determined by Licensor on the approved Site
Engineering Application. Failure of Licensor to notify Licensee within such
thirty (30) day period shall be deemed a denial of the application. Licensor
shall not be obligated to approve a Site Engineering Application for a Site if
the approval thereto shall result, in Licensor's sole discretion, in any capital
or improvement cost to Licensor which is not reimbursed by Licensee pursuant to
this Agreement or, if the execution of a SLA by Licensor shall result in any
adverse impact to the business of Licensor or existing users at a Site.

     2.3 [NOT APPLICABLE]

     2.4 LICENSOR'S RESERVED RIGHTS. Licensor reserves the right, from time to
time, at Licensor's sole cost and expense, to change a Site in any way Licensor
may desire, including, but not by way of limitation, addition or removal of
land, construction, modification or addition to the tower or any other
structure, or the reconstruction, replacement or alteration thereof, provided
that such change does not (except for reasonable minimal periods of disruption
during non-peak operating times) materially alter the signal pattern of the
Equipment existing at the Site prior to the change or otherwise prevent Licensee
from the operation of the Equipment on the Facilities in a commercially
reasonable manner. Licensor shall provide Licensee with notice in writing thirty
(30) days in advance of any such change.


                                   3. SITE USE

     Licensor hereby grants Licensee the right, license and privilege to use the
Facilities at each Site. Licensee shall use the Facilities at each Site to
install, operate and maintain only the Equipment specified in each SLA,
including only the frequencies and power levels authorized in the Site
Engineering Application approved by Licensor. Licensee shall not occupy any
additional space on the tower, additional ground space or equipment shelter
space, except as specified in the applicable SLA and upon approval of a Site
Engineering Application. These limitations are in addition to the restrictions
on subletting, sublicensing or partial assignment described in Section 20.
Licensee agrees that the limitations on use of the Facilities, combined with the
restrictions on transferring, in whole or in part, its rights hereunder (except
as otherwise expressly set forth herein) shall prohibit and restrict Licensee
from sharing, splitting, offering, exchanging or selling its rights under this
Agreement or any SLA with or to another spectrum licensee of the FCC. Licensee
shall comply with all permits, directives, laws, rules, regulations and
ordinances of all applicable Government Entities and with the Special
Conditions, Site Rules and Regulations, and Access and Security Procedures for
Users as set forth in Exhibit "F" hereto. Subject to the conditions of Section
36, Licensee shall be solely responsible for obtaining, at its own expense, all
permits, authorizations and licenses associated with its occupancy of Facilities
at each Site and utilization of Equipment thereon; provided, however, Licensor
hereby agrees to reasonably cooperate with Licensee, at no cost to Licensor, in
the execution of any documents, applications or the provision of materials which
may be required in connection with Licensee's efforts to obtain the permits,
authorizations and licenses which may be required in connection with Licensee's
use of the Sites. Licensee agrees that any


                                       6
<PAGE>

expansion in Licensee's use of the Facilities as approved in the SLA as
executed for any Site requires an amendment to the SLA for which expansion
Licensor may be entitled to additional compensation.


                                     4. TERM

     4.1 TERM OF AGREEMENT. Licensor and Licensee agree that no additional Sites
shall be licensed to Licensee under Article 2 of this Agreement two (2) years
from the date first written above All other terms and conditions of this
Agreement shall survive for so long as any SLA remains in effect.

     4.2 SLA TERM. Each Site licensed by Licensor to Licensee pursuant to a SLA
shall be licensed for five (5) years, beginning on the SLA Commencement Date.
The term of each SLA may be extended for up to three (3) additional five (5)
year terms at Licensee's option. In the event that Licensee desires to renew a
SLA, Licensee shall submit its request to Licensor, in writing, at least six (6)
months prior to the end of the SLA Term.

     Notwithstanding the foregoing, if Licensor's rights in the Site are derived
from a Prime Lease or other agreement with a third party and such Prime Lease
has a shorter term than those provided for under this Section 4.2, then the SLA
Term and Licensee's right to extend any particular SLA shall only be for as long
as Licensor retains its interest in said Prime Lease. Licensor, at its sole
discretion, shall use reasonable commercial efforts to renew or extend any Prime
Lease for which Licensee's SLA is in effect and has a remaining term of twelve
(12) months or more. In no event, however, is Licensor obligated to Licensee for
any inconvenience, damage, claim or loss arising out of Licensor's failure to
extend or renew said Prime Lease.


                                5. CONSIDERATION

     5.1 BASIC MONTHLY PAYMENT. Licensee shall pay to Licensor the Basic Monthly
Payment for the licensing of each Site, as designated on the applicable SLA and
calculated in accordance with the schedule set forth in Exhibit "C". The Basic
Monthly Payment for each SLA shall be paid in advance and without demand, in
equal monthly installments beginning on the SLA Commencement Date and continuing
each month thereafter for the remainder of the SLA Term, including any
extensions thereof, and including all adjustments as provided for hereafter.

     5.2. FEE ADJUSTMENT. The Basic Annual Payment, Site Application Fee and
Site Installation Fee due pursuant to this Agreement, shall be increased on the
first anniversary of the date first written above and every anniversary
thereafter by an amount equal to the increase in the Consumer Price Index for
the applicable period. Licensor's failure to timely demand any such increase
shall not be construed as a waiver of any right thereto and Licensee shall be
obligated to remit all increases notwithstanding any lack of notice or demand
thereof.


                                       7
<PAGE>

     5.3 LICENSEE'S PAYMENT OF TAXES, FEES AND ASSESSMENTS. Licensee shall pay
directly to the applicable Government Entity or to Licensor if Licensor is
invoiced by such Government Entity, all taxes, fees, assessments or other
charges assessed by any Government Entity against the Equipment and/or
Licensee's use of any Site. Licensee shall also pay to Licensor the applicable
Pro Rata Share of all taxes, fees, assessments or charges assessed by any
Government Entity against any Site. Licensor shall provide notice of any
assessments to be paid by Licensee and received by Licensor promptly upon
receipt. Licensee shall make said payments directly to the Government Entity.
For all other assessments against the Site, Licensor shall invoice Licensee
annually, indicating the amount of the assessment, the Pro Rata Share and the
amount due. Said invoices shall be paid within thirty (30) days of Licensee's
receipt.

     5.4 LICENSEE'S SHARE OF SITE MAINTENANCE EXPENSES. Licensee shall pay to
Licensor, the applicable Pro Rata Share of the Site Maintenance Expense. At the
end of each calendar year during any SLA Term, the total Site Maintenance
Expense shall be calculated for each Site occupied by Licensee. No later than
ninety (90) days after the end of each calendar year, Licensor shall provide
Licensee with a statement of the Site Maintenance Expense for the preceding year
or applicable portion thereof, together with the Pro Rata Share of the Site
Maintenance Expense, which amount shall be paid to Licensor within thirty (30)
days of Licensor's demand therefor. Licensor's failure to provide Licensee with
a statement of Licensor's Site Maintenance Expense within the prescribed time
period shall not relieve Licensee of its obligations hereunder.

     5.5 EXTRAORDINARY SITE DEVELOPMENT COSTS. In the event that Licensee elects
to execute a SLA for any Site where Licensor has previously incurred any
Extraordinary Site Development Costs, Licensor shall identify such costs to
Licensee in advance of execution of the SLA. Licensee shall pay to Licensor on
the SLA Commencement Date, the Pro Rata Share of the Extraordinary Site
Development Costs related to the development and operation of the applicable
Site. Licensee shall not be responsible for the payment of a Pro Rata Share of
Extraordinary Site Development Costs prior to execution of a SLA unless agreed
to in writing in the SLA by Licensee.

     5.6 REGULATORY COMPLIANCE COSTS. In the event that Licensor, at any Site
where Licensee has executed an SLA, thereafter incurs Regulatory Compliance
Costs, Licensee shall be responsible to pay to Licensor, its Pro Rata Share of
such Regulatory Compliance Costs within thirty (30) days receipt of Licensor's
invoice.

     5.7 [NOT APPLICABLE]

     5.8 LATE PAYMENTS. Any payment not paid within ten (10) business days of
written notice of non-payment from Licensor shall, at Licensor's option, bear
interest until paid at the greater of (i) the rate of twelve percent (12%) per
annum; or (ii) the maximum rate allowed under the laws of the jurisdiction in
which the Site is located. This late charge is not a waiver of Licensor's right
to declare this Agreement in default if the Basic Annual Payment or any other
payment is not made when due.

     5.9 PAYMENT METHOD. All payments shall be made payable to the Licensor at
the address



                                       8
<PAGE>

indicated in the applicable SLA. Licensor may change this payment method,
including payee and payee addresses, by written notice to Licensee. Unless
alternate arrangements are made by Licensee with Licensor's consent in advance
of the date payment is due, Licensee shall make all Basic Annual Payments by
direct deposit.

     5.10 ELECTRONIC PAYMENT. Licensee shall tender the Basic Monthly Payment to
Licensor by electronic payment in accord with the instructions set forth in
Exhibit "D".


                        6. IMPROVEMENTS AND CONSTRUCTION

     6.1 MAINTENANCE OF SITE AND LICENSEE'S EQUIPMENT.

         6.1.1 EQUIPMENT MAINTENANCE. Licensee shall at its own cost and expense
operate and maintain the Equipment at each Site in accordance with generally
accepted industry standards and in conformity with the requirements of the
applicable equipment manufacturers, FCC and any other Government Entity having
jurisdiction over Licensee or its Equipment and the standards set forth in
Exhibit "F". Licensor may, upon thirty (30) days written notice, require
Licensee to conform its operations or maintenance to Licensor's reasonable
interpretation of rules and regulations where the requirements of same are
ambiguous.

         6.1.2 ROUTINE INSPECTION AND EMERGENCY REPAIRS. Licensor retains the
right to inspect the Facilities, including Licensee's Equipment, upon giving at
least twenty-four (24) hours notice to Licensee during the SLA Term (except in
cases of emergency, in which no notice shall be required). In the event that
Licensor determines in good faith that Licensee has not maintained the Equipment
in good order and repair consistent with Subsection 6.1.1, Licensor may, at its
option, make such emergency repairs to the Equipment as it deems reasonably and
in good faith necessary. Any amount expended by Licensor to make said emergency
repairs plus fifteen percent (15%) for Licensor's administration, coordination
and documentation shall be invoiced to Licensee and paid within thirty (30) days
of Licensee's receipt of Licensor's written demand therefore. Licensor shall not
be liable for inconvenience, disturbance, loss of business or other damages to
Licensee by reason of maintaining or repairing the Facilities or Equipment which
Licensee has failed to properly maintain, except to the extent resulting from
the negligent act or omission of Licensor, its agents, employees and
contractors.

         6.1.3 NON-EMERGENCY REPAIRS. With respect to non-emergency repairs
which Licensor reasonably determines that Licensee should make to
maintain the Facilities or the Equipment in good order, Licensor shall notify
Licensee in writing, specifying the maintenance or repairs required to be
performed by Licensee. Subject to the occurrence of an event of Force Majuere,
in the event that, within ten (10) days following such written notice, Licensee
shall not have commenced such maintenance or repairs and proceeded with
diligence to complete the maintenance or repair, Licensor may, at its sole
option, perform such maintenance and repairs as it deems reasonably necessary
and any amount expended by Licensor plus fifteen percent (15%) for Licensor's
administration, coordination and documentation thereof shall be invoiced to
Licensee and paid by Licensee within thirty (30) days of Licensor's demand
therefor. Licensor shall not be liable for inconvenience, disturbance, loss of
business or other damages to Licensee by reason of


                                       9
<PAGE>

maintaining or repairing the Facilities or Equipment which Licensee has
failed to properly maintain, except to the extent arising from the negligent or
intentional act or omission of Licensor, its agents, employees and contractors.

     6.2 INSTALLATION, MODIFICATION AND RELOCATION

         6.2.1 INITIAL INSTALLATION SERVICES. Licensee may engage Licensor to
provide installation services pursuant to a mutually agreed upon price, scope of
work and terms. In the event Licensee elects to use a third-party contractor to
provide initial installation services, such services must be performed by a
Licensor-approved third-party contractor. Prior to the commencement of such
services, Licensee shall submit detailed plans and engineering drawings to
Licensor for Licensor's approval. Licensee shall pay a Site Audit Fee to
Licensor in the amount of Three Thousand Five Hundred Dollars ($3,500.00) in the
event Licensee uses an approved third-party contractor.

         6.2.2 SUBSEQUENT INSTALLATION OR MODIFICATION. Following Licensee's
initial installation of Equipment at any Site, Licensee shall not subsequently
install or modify any Equipment at the Site until: (i) Licensee has executed and
delivered to Licensor a completed Site Engineering Application pursuant to
Section 2.1 describing the particulars of such proposed subsequent installation
or modification; and (ii) Licensor has approved in writing such subsequent
installation or modification, which approval shall not be unreasonably withheld;
provided, however, the foregoing shall not be deemed to prevent Licensee's
performance of routine maintenance and replacement and repair of defective
equipment not located on the tower structure. Any subsequent installation or
modification which changes Licensee's power levels, frequency or antenna loading
requirements is subject to the foregoing conditions as well as increases in the
Basic Annual Payment stated in the applicable SLA. Licensor's failure to respond
to the Site Engineering Application within thirty (30) days of Licensee's
request shall be deemed a denial of that proposal by Licensor. As part of the
review process, Licensor may consider, among other things, the potential effect
on structural integrity, interference, health, safety and environmental
concerns. The structural, engineering, environmental or other studies that
Licensor deems necessary in its sole discretion to determine compliance with
structural, environmental, engineering or legal requirements shall be performed
by Licensor at Licensee's cost. Subsequent installation and modification
services shall be performed by Licensor at the cost of such services to
Licensor, plus fifteen percent (15%) for Licensor's administration, coordination
and documentation. In the event that Licensee fails to submit a Site Engineering
Application to Licensor to obtain Licensor's prior approval of any subsequent
installation or modification, Licensor may, at Licensor's sole discretion, in
addition to any other remedies of Licensor set forth in this Agreement: (i)
charge Licensee additional rent for the unauthorized equipment retroactive to
the date of unauthorized installation or modification; (ii) impose a liquidated
damage penalty upon Licensee in an amount equal to ten (10) times Licensor's
then current Site Application Fee; or (iii) terminate Licensee's SLA for that
Site.

         6.2.3 LICENSOR'S COSTS. The reasonable cost of any improvements,
upgrades or modifications required to be made by Licensor at any Site in order
to install or subsequently modify Licensee's Equipment shall be borne by
Licensee. These costs shall include, but not by way of limitation, costs related
to: (i) structural improvement or extension of the tower structure; (ii) costs


                                       10
<PAGE>

related to the consolidation or expansion of equipment shelters or other
structures; (iii) the relocation of existing users; (iv) the acquisition of
additional ground space or extensions of the Prime Lease Term; and (v)
additional regulatory compliance. All such costs shall be disclosed to Licensee
prior to execution of a SLA.

        6.2.4 RELOCATION. With respect to any Site, Licensor shall have the
right to change the location of the Equipment upon sixty (60) days prior written
notice to Licensee, provided that said change does not, when completed,
materially alter the signal pattern of the Equipment existing prior to the
change or prevent Licensee from conducting its use of the Facilities in a
commercially reasonable manner. Such relocation shall include, but not by way of
limitation, Licensor's right to: (i) relocate the position and height of
Licensee's antennas on the tower structure; (ii) relocate Licensee's
ground-based equipment into a multi-user shelter or other consolidated
structure; (iii) relocate Licensee's antennas into a combiner; (iv) relocate
Licensee's Equipment to an alternate or temporary structure in order to
facilitate tower replacement or Site reconstruction or alteration. All
relocation shall be performed at Licensor's expense and with reasonably minimal
disruption to Licensee. In no event, however, shall Licensor be liable to
Licensee for any consequential damages or indirect costs including lost profits
for the effect of such relocation on the performance of the Equipment or
Licensee's system.

        6.2.5 NO INTERFERENCE REPAIR/RENEWAL. The operation and maintenance of
the Equipment at the Site by Licensee shall be performed without any damage,
harm, or interruption to the service of Licensor or other users of the Site and
consistent with the standards set forth in Exhibit "F".

        6.2.6 REMOVAL OF EQUIPMENT. The Equipment and any Licensee owned
equipment shelters installed at the Site and owned by Licensee shall remain the
personal property of Licensee. Upon sixty (60) days written notice of
termination of this Agreement or any SLA to Licensor or upon expiration or
earlier termination of the SLA Term, Licensee's personal property shall be
removed by Licensee provided that Licensee shall have fully performed all of its
obligations, covenants and agreements and no payments are due (or will become
due) from Licensee to Licensor under the provisions of this Agreement. In the
event Licensee shall fail to remove the Equipment in accordance with this
Section 6.2.6, Licensor shall have the right to perform all services related to
removal of the Equipment at the cost of such removal to Licensor, plus fifteen
percent (15%) for Licensor's administration, coordination and documentation.
Notwithstanding anything to the contrary contained herein, Licensor hereby
waives any and all lien rights it may have, statutory or otherwise, concerning
the Equipment or any portion thereof.

        6.2.7 SITE ACCESS. In the event that Licensee requires emergency access
to any tower structure at any Site to correct any condition causing or
threatening to cause immediate harm to the Equipment or Licensee's network,
Licensee may access the tower structure, provided that Licensee notifies
Licensor's network operations center as soon as is practical but in any event
not more than twenty-four (24) hours after such access and provides a reasonably
detailed written description to Licensor of the action taken by Licensee.
Licensee's access to the tower structure on an emergency basis shall not relieve
Licensee of any obligation or liability hereunder. Licensee acknowledges that
the foregoing access rights are subject to any restrictions identified in the
underlying real estate



                                       11
<PAGE>

interests related to the Site, including, but not limited to, any
restrictions identified in the Prime Lease. Licensor shall furnish Licensee with
necessary codes or devices such as keys or combinations for the purpose of
ingress and egress to the Site. The foregoing rights of access are limited to
employees or contractors of Licensee which have been previously approved by
Licensor in writing or persons under their direct supervision. No other persons
without Licensor's prior approval shall be permitted by Licensee on any Site.

     6.3 ACCEPTANCE OF SITE. Taking possession of the Facilities at a Site by
Licensee is conclusive evidence that Licensee:

         6.3.1  Accepts the Facilities at a Site as suitable for the purposes
                for which the Facilities at a Site are licensed;

         6.3.2  Accepts the Facilities and any structure on the Site and
                every part and appurtenance thereof AS IS; and

         6.3.3  Waives any claims against Licensor in respect of
                defects in the Facilities or Site and its
                appurtenances, their habitability or suitability for
                any permitted purposes, except:

                (i)    If otherwise expressly provided hereunder;

                (ii)   If a defect is latent in nature;

                (iii)  If a defect in the Facilities results from
                       the sole gross negligence or willful
                       misconduct of Licensor, Licensor's
                       employees, agents or contractors;

                (iv)   If a defect in the Facilities or the Site
                       results from any known claim by a third
                       party not identified by Licensor in
                       Licensor's representations under this
                       Agreement; or

                (v)    If Licensor had actual knowledge of defects in the
                       Facilities and did not disclose those defects to
                       Licensee.

     For the purposes of this provision, Licensee is deemed to take
possession upon the SLA Commencement Date.


                                    7. LIENS

     Licensee shall keep the Facilities and the Site and any interest it has
therein (including any leasehold or other tenancy) free from any liens arising
from any work performed, materials furnished or obligations incurred by or at
the request of Licensee, including any mortgages or other financing


                                       12
<PAGE>

obligations. If any lien is filed against the Facilities or the Site as
a result of the acts or omissions of Licensee, its employees, agents or
contractors, Licensee must discharge the lien or bond the lien off in a manner
reasonably satisfactory to Licensor within thirty (30) days after Licensee
receives written notice from any party that the lien has been filed. If Licensee
fails to discharge or bond any lien within such period, then, in addition to any
other right or remedy of Licensor, Licensor may, at Licensor's election,
discharge the lien by either paying the amount claimed to be due or obtaining
the discharge by deposit with a court or a title company or by bonding. Licensee
must pay on demand any amount paid by Licensor for the discharge or satisfaction
of any lien, and all reasonable attorneys' fees and other legal expenses of
Licensor incurred in defending any such action or in obtaining the discharge of
such lien, together with all necessary disbursements in connection therewith.


                                 8. INTERFERENCE

     8.1 In the event that Licensor determines pursuant to reasonably
accepted engineering practices that Licensee's operations from any Site
interfere with a Prior User's authorized use of the Site, Licensor shall notify
the Licensee in writing of the interference. Licensor, Licensee and the Prior
User experiencing interference shall cooperate with each other in the attempt to
resolve the problem. In the event that the interference cannot be resolved
within thirty (30) days from the initial notification to Licensee, the matter
shall be resolved pursuant to the FCC dispute resolution process.

     8.2 In the event that Licensee determines, pursuant to reasonably
accepted engineering practices, that a Subsequent User is interfering with the
operation of Licensee's Equipment, Licensee shall notify the Subsequent User and
Licensor in writing of such interference. Licensor, Licensee and the Subsequent
User shall cooperate with each other in the attempt to resolve the problem. In
the event that such interference cannot be resolved within thirty (30) days from
the initial notification to the Subsequent User, the matter shall be resolved
pursuant to the FCC dispute resolution process.

     8.3 In the event that the interference cannot be resolved or eliminated
within forty-five (45) days after the initial notification of such interference,
any Party not causing interference may Licensee terminate the SLA governing the
location or the interfering Equipment, without continuing liability for either
party.


                               9. INDEMNIFICATION

     Licensee shall indemnify and hold Licensor, its subsidiaries, directors,
officers, employees and contractors, harmless from and against any claim,
liability, cost or expense, (including reasonable attorney's fees) resulting
from or arising out of Licensee's and/or any of its subcontractors', servants',
agents' or invitees' use or occupancy of a Site, including but not limited to
any claim of liability or loss associated with any Environmental Hazards and
Pollutants, bodily injury or property damage excepting claims or damages as may
be due to or caused by the negligence or willful misconduct of Licensor, or its
subcontractors, servants, agents or invitees. If Licensor is made a party to any
litigation commenced by or against Licensee for any of the above reasons, then
Licensee shall protect and hold Licensor harmless and pay all costs, penalties,
charges, damages,


                                       13
<PAGE>

expenses and reasonable attorneys' fees incurred or paid by Licensor in
connection therewith.

     Licensor shall indemnify and hold Licensee, its subsidiaries, directors,
officers, employees and contractors, harmless from and against any claim,
liability, loss, cost or expense, resulting from or arising out of Licensor's
and/or any of its subcontractors', servants', agents' or invitees' use or
occupancy of a Site, including but not limited to any claim of liability or loss
associated with any Environmental Hazards and Pollutants, bodily injury or
property damage excepting claims or damages as may be due to or caused by the
negligence or willful misconduct of Licensee, or its subcontractors, servants,
agents or invitees. If Licensee is made a party to any litigation commenced by
or against Licensor for any of the above reasons, then Licensor shall protect
and hold Licensee harmless and pay all costs, penalties, charges, damages,
expenses and reasonable attorneys' fees incurred or paid by Licensee in
connection therewith.


                                  10. INSURANCE

     10.1 INSURANCE AMOUNTS. Licensee shall carry public liability insurance
covering its use of each Site with companies licensed to do business in the
state of the respective Site(s) and in a form satisfactory to Licensor. The
policy shall name Licensee as insured and shall name Licensor above-referenced
affiliates as an additional insureds. The policy shall bear endorsements to the
effect that the insurer agrees to notify Licensor not less than thirty (30) days
in advance of any modification or cancellation thereof. At a minimum, Licensee
and all parties accessing a Site for or on behalf of Licensee shall obtain the
following insurance coverage: (i) Statutory Workers' Compensation including
$500,000 Employers' Liability; (ii) Comprehensive General Liability including
personal injury, broad form property damage, independent contractor, XCU and
products/completed operations with limits not less than $5,000,000 per
occurrence; (iii) Automobile Liability with limits not less than $1,000,000 per
occurrence; and, (iv) Fire and extended coverage insurance on all of Licensee's
improvements at the Site including all of Licensee's Equipment and other
personal property at the Site. (Such insurance shall include an all-risk legal
liability endorsement to cover property damage for which Licensee is
responsible.) The amount of the insurance limits identified above shall be
increased on every fifth (5th) anniversary of the date of this Agreement by
twenty-five percent (25%) over the amount of the insurance limits for the
immediately preceding five (5) year period. Notwithstanding any contrary
provision, Licensee may satisfy the foregoing insurance requirements by
obtaining appropriate endorsements to any master policy of insurance maintained
by Licensee.

     All insurers will be rated A(-) or better and must be licensed to do
business in the jurisdiction where the respective Sites are located. The
provision of insurance required in this Agreement shall not be construed to
limit or otherwise affect the liability of Licensee.

     Licensee will not knowingly do or permit to be done in or about a Site
nor bring or keep or permit to be brought to a Site anything that: (i) is
prohibited by any insurance policy carried by Licensor covering the Site or any
improvements thereon; or, (ii) will increase the existing premiums


                                       14
<PAGE>

for any such policy beyond that contemplated for the addition of Licensee's
Equipment. Licensee represents and warrants that the installation of
Licensee's Equipment at a Site in accordance with the terms and conditions of
this Agreement.

     The parties hereby waive any and all rights of action for negligence
against the other which may hereafter arise on account of damages to a Site
resulting from any fire, or other casualty of the kind covered by standard fire
insurance policies, regardless of whether or not, or in what amounts, such
insurance is now or hereafter carried by the parties, or either of them.
Licensee and Licensor shall each obtain a waiver of subrogation from their
respective insurance companies in which said insurance companies also waive
their respective rights to recover against the other party to this Agreement.

     10.2 SUBORDINATION. Licensee's rights under this Agreement are and shall
remain subject and subordinate to the operation and effect of: (i) the Prime
Lease and any other lease of land or of land and buildings involving a Site;
and, (ii) any mortgage, deed of trust or other security instrument constituting
a lien upon a Site, whether the same shall be in existence at the date hereof or
created hereafter; any such lease, mortgage, deed of trust or other security
instrument being referred to herein as a "mortgage", and the party or parties
having the benefit of the same, whether as lessor, mortgagee, trustee or
noteholder, being referred to herein as a "mortgagee". Licensee's acknowledgment
and agreement of subordination provided for in this subsection is self-operative
and no further instrument of subordination shall be required; however, Licensee
shall execute such further assurances thereof as shall be required or as may be
requested from time-to-time by Licensor or a mortgagee.

     10.3 ATTORNMENT. If any person shall succeed to all or part of Licensor's
interest in a Site, whether by purchase, foreclosure, deed in lieu of
foreclosure, power of sale, termination of lease, or otherwise, and if so
requested or required by such successor in interest, Licensee shall attorn to
such successor in interest and shall execute an agreement in confirmation of the
attornment as the successor in interest shall reasonably request.


                           11. SURRENDER OF FACILITIES

     Licensee shall remove its Equipment from a Site upon the expiration or
termination of the applicable SLA consistent with the provisions set forth in
Section 6.2.6. Should Licensee's Equipment remain at a Site after termination of
the SLA Term, no tenancy or interest in the Site shall result, but this "holding
over" shall be an unlawful detainer and all such Equipment shall be subject to
immediate removal by Licensor in accordance with applicable law. Licensee shall,
upon demand, pay to Licensor, as a liquidated damage, a sum equal to one and
one-fourth (1 1/4) the Basic Monthly Payment for any period during which
Licensee shall "hold over" at a Site after the expiration or termination of the
applicable SLA in addition to any actual and reasonable expenses associated with
the removal and storage of Equipment.


                          12. COVENANTS AND WARRANTIES



                                       15
<PAGE>

     12.1 LICENSOR. Licensor covenants, with respect to each particular SLA
that:

          12.1.1    Licensor, or the entity for which Licensor possesses the
                    management rights, owns good, marketable fee simple title,
                    has a good and marketable leasehold interest, has the right
                    as a manager or has a valid license, easement, or other
                    interest in the land on which the Site is located and has
                    the right of access thereto and to the best of Licensor's
                    knowledge, has not committed any breach or other default;

          12.1.2    Licensor will, at Licensor's expense, ensure that the tower
                    structure upon which the Equipment is installed complies
                    with all applicable laws, state and local codes and
                    regulations, except where noncompliance is due to Licensee's
                    negligence or willful misconduct, and shall also comply with
                    all rules and regulations promulgated by the FCC and FAA
                    with regard to the lighting, marking and painting.

          12.1.3    Licensee shall have the quiet enjoyment of the Site and
                    Licensee shall not be disturbed so long as Licensee is not
                    in default beyond any applicable notice or cure period.

          12.1.4    With respect to each SLA, unless Licensor notifies Licensee
                    to the contrary prior to execution, the applicable Prime
                    Lease is in full force and effect, and to the best of
                    Licensor's knowledge such Prime Lease is not in default.

     12.2 LICENSEE. Licensee covenants, with respect to each particular SLA
that:

          12.2.1    Licensee will maintain the Facilities and its Equipment and
                    other appurtenances in an operating condition consistent
                    with manufacturer's recommendations and good engineering
                    practices and to appearance and safety standards reasonably
                    standard for similar facilities and that meet any applicable
                    requirements of this Agreement and rules established in
                    writing by Licensor; and

          12.2.2    All installations and operations by Licensee in connection
                    with this Agreement shall meet and comply with all
                    applicable laws, rules and regulations of any Government
                    Entity having jurisdiction and shall comply with all FCC and
                    applicable state and local codes and regulations. Licensee
                    shall promptly notify Licensor when Licensee becomes aware
                    of a violation of such laws, rules or regulations.

     12.3 AUTHORITY. Each party represents and warrants to the other party:

          12.3.1    It has full right, power and authority to make this
                    Agreement and to enter into the SLAs;

                                       16
<PAGE>

          12.3.2    The making of this Agreement and the performance thereof
                    will not violate any laws, ordinances, restrictive
                    covenants, or other agreements under which such party is
                    bound;

          12.3.3    That such party is qualified to do business in any states in
                    which the Sites are located; and

          12.3.4    All persons signing on behalf of such party were authorized
                    to do so by appropriate corporate or partnership action.

     12.4   NO BROKERS. Licensor and Licensee represent to each other
            that neither has had any dealings with any real estate
            brokers or other brokers or agents in connection with this
            Agreement. Licensor and Licensee shall indemnify and hold
            each other harmless from and against any claim to a fee,
            commission or other compensation demanded by any real estate
            broker or agent claiming through such party in relation to
            the transactions contemplated by this Agreement.


                                 13. UTILITIES.

     Electrical power and telecommunications landline service may be
available to Licensee at each Site. All costs associated with the installation
and consumption of utilities by Licensee at a Site shall be the responsibility
of Licensee, including, where not previously available, the cost to submeter the
existing utility services. Licensee agrees, at no additional cost to Licensee,
to cooperate with other users of a Site to provide access to utility services.
Licensor shall incur no liability whatsoever in the event that any utility
becomes unavailable, provided that such unavailability has not resulted from
Licensor's negligence.


                           14. LIMITATION OF LIABILITY

     While Licensor is authorized to act on behalf of each applicable
affiliate in connection with the execution of this Agreement, it is understood
that only the affiliate executing the applicable SLA shall be liable to Licensee
with respect to that SLA and all matters associated with Licensee's use of that
Site. Licensor assumes no responsibility for the licensing, operation and/or
maintenance of the Equipment. Licensor assumes no responsibility for regulatory
compliance by Licensee, and Licensee holds Licensor harmless from any liability
resulting form such noncompliance.


                          15. CASUALTY OR CONDEMNATION

     15.1 CASUALTY. In the event that a Site, or any part thereof, is damaged
by fire or other


                                       17
<PAGE>

casualty not caused by Licensee, Licensor shall have ninety (90) days from
the date of damage, if the damage is less than total destruction of the Site, in
which to make repairs, and one hundred and eighty (180) days from date of
destruction, if the Site (including the tower structure) is destroyed, in which
to replace the destroyed portion of the Site. If Licensor fails for any reason
to make such repair or restoration within the stipulated period and the damage
or destruction impairs Licensee's use of the Site as authorized under the
applicable SLA, then either party may, at its option, terminate the applicable
SLA without further liability of the parties, as of the date of partial or
complete destruction. If, for any reason whatsoever, Licensee's use of the Site
is interrupted due to casualty, Licensee's sole remedy shall be abatement of the
Basic Annual Payment for the period during which Licensee's use of the Site is
interrupted. Except with regard to repair of the Site as stated in this
Subsection 15.1, Licensor shall not be responsible for any damage caused by
vandalism or acts of God. In no event shall Licensor be liable to Licensee for
damage to the Equipment or Licensee's operations caused by acts of God or Forces
Majeure.

     15.2 CONDEMNATION. If at any time during the term of this Agreement all or
"substantially all" (meaning the remaining portion thereof shall not be of
sufficient size or condition to permit the continuation of Licensee's use of the
Site in a commercially reasonable manner) of a Site or the Licensee's Equipment
located on such Site shall be taken in the exercise of the power of eminent
domain by any governmental or other authority, or by deed in lieu of
condemnation, then Licensee may terminate the applicable SLA by providing
written notice to Licensor, which termination shall be effective as of the date
of the vesting of title in such taking and any prepaid Basic Annual Payment
thereunder shall be apportioned as of said date and reimbursed to Licensee.
Licensee and Licensor shall each be entitled to pursue their own separate awards
with respect to such taking. In the event of any taking of less than all or
substantially all of the Site, such SLA shall continue and each of Licensor and
Licensee shall be entitled to pursue their own separate awards with respect to
such taking.


                                   16. DEFAULT

     16.1 LICENSEE'S DEFAULT. The occurrence of any one or more of the following
events constitutes an "Event of Default" by Licensee under this Agreement:

          16.1.1    If Licensee fails with respect to any Site to pay any fee or
                    sums payable by Licensee within ten (10) business days of
                    Licensee's receipt of written notice from Licensor that such
                    payment is past due;

          16.1.2    Breach of any representation, warranty or covenant set forth
                    in this Agreement including any SLA, with the exception of
                    the non-payment of any fee or sums by Licensee, which is not
                    cured within thirty (30) days of Licensee's receipt of
                    written notice. Such thirty (30) day cure period will be
                    extended upon Licensor's consent as reasonably necessary to
                    permit Licensee to complete the cure. Licensee shall
                    commence any cure within the thirty (30) day period and
                    thereafter continuously and diligently pursue and complete
                    such cure;



                                       18
<PAGE>

          16.1.3    If any petition is filed by or against Licensee, under any
                    section or chapter of the present or any future federal
                    Bankruptcy Code or under any similar law or statute of the
                    United States or any state thereof (and with respect to any
                    petition filed against Licensee, such petition is not
                    dismissed within sixty (60) days after the filing thereof),
                    or Licensee is adjudged bankrupt or insolvent in proceedings
                    filed under any section or chapter of the present or any
                    future Bankruptcy Code or under any similar law or statute
                    of the United States or any state thereof;

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

          16.1.5    If Licensee is adjudicated by a final order of a court of
                    law of competent jurisdiction to have made a transfer in
                    fraud of creditors;

          16.1.6    If the Equipment is found to be interfering with the
                    communications equipment of other users at any Site and said
                    interference is not timely corrected as provided herein at
                    Article 8; or

          16.1.7    If Licensee installs or modifies any Equipment at a Site,
                    without submitting a Site Engineering Application to
                    Licensor and obtaining Licensor's written authorization in
                    violation of Sections 2 or 6;

          16.1.8    If Licensee transfers, assigns or subleases this Agreement
                    or expands its use of the Facilities, or otherwise breaches
                    Section 20 of this Agreement; or

          16.1.9    If Licensee or any third party brought to a Site by Licensee
                    intentionally destroys or damages any portion of a Site or
                    equipment of another. Such an Event of Default shall not be
                    subject to the cure provisions set forth in Section 16.1.2.

     16.2 LICENSOR'S REMEDIES. If an event of default occurs, Licensor (without
notice or demand except as expressly required above) may at its option (a)
terminate any or all SLAs to which the Event of Default extends by fact or
implication under this Agreement; (b) terminate this Agreement; or (c) in the
event that Licensee is simultaneously in default of ten (10) SLAs or ten percent
(10%) of the total outstanding SLAs, whichever is greater, Licensor may
terminate this Agreement and all SLAs. Licensor shall identify the Sites for
which Licensee is in default and set forth the reasons for such default for each
Site. Licensee will become liable for damages equal to the total of:

          16.2.1    Licensor's actual costs of recovering the Site(s) including,
                    but not limited to reasonable attorneys' fees;



                                       19
<PAGE>

          16.2.2.   Any unpaid Basic Monthly Payment accrued as of the date of
                    termination, plus interest thereon from the date due until
                    paid;

          16.2.3.   The Basic Monthly Payment and other payments and benefits
                    that Licensor would have received under the applicable SLAs
                    subject to the current Consumer Price Index for the
                    remainder of the SLA Term, discounted by eleven percent
                    (11%) per year of acceleration; and

          16.2.4.   All other sums of money and damages owing by Licensee to
                    Licensor.

     Licensor's termination of the Agreement or any SLA shall not terminate
Licensee's payment obligations hereunder. Licensor may elect any one or more of
the foregoing remedies with respect to this Agreement or to any particular SLA.
Licensor agrees to forego seeking any consequential damages against Licensee.

     16.3 LICENSEE'S REMEDIES UPON LICENSOR'S DEFAULT. If Licensor is in breach
of any representation, warranty, covenant or obligation or term set forth in
this Agreement then Licensor shall cure such breach within thirty (30) days of
receipt of Licensee's written notice thereof, except such thirty (30) day cure
period will be extended as reasonably necessary to permit Licensor to complete
the cure so long as Licensor commences the cure within such thirty (30) day
period and thereafter continuously and diligently pursues and completes such
cure. If Licensor does not complete its cure in a reasonable period of time,
Licensee may, at Licensee's option and upon written notice to Licensor:

          16.3.1    Terminate the applicable SLA; or

          16.3.2    Incur, upon prior notice of same to Licensor, reasonable
                    expenses necessary to perform the obligation of Licensor
                    specified in such notice and not yet performed, and invoice
                    Licensor for the actual expenses, plus fifteen percent
                    (15%), together with interest as set forth herein from the
                    date named. Any invoice shall be accompanied by
                    documentation reasonably detailing actual expenses. Licensor
                    shall pay such invoice within thirty (30) days of
                    presentation by Licensee; and,

          16.3.3    Any and all other remedies available to Licensee at law or
                    in equity.

Licensee agrees to forego seeking any consequential damages against Licensor.

     16.4 CONTINUING OBLIGATIONS. Upon termination of a SLA pursuant to this
Section, the parties hereto shall be released from all duties, obligations,
liabilities and responsibilities under the SLA and this Agreement except for
indemnity obligations, including without limitation, environmental indemnity and
tax obligations any obligations arising prior to the date of termination, and
Licensee's obligation to pay the accelerated rent as set forth above, and to
remove its Equipment from the Site.


                                       20
<PAGE>

                            17. ENVIRONMENTAL MATTERS

     Licensor represents that with the exception of certain Hazardous Substances
necessary for operation of a Site, to Licensor's knowledge there are no
Environmental Hazards on any Site. Nothing in this Agreement or in any SLA will
be construed or interpreted to require that Licensee remediate any Environmental
Hazards located at any Site unless Licensee or Licensee's officers, employees,
agents or contractors placed the Environmental Hazards on the Site. Licensor
shall indemnify and hold Licensee harmless for the use or existence at any Site
by Licensor of Hazardous Substances.

     Licensee covenants and warrants that it will not bring to, transport across
or dispose of any Hazardous Substances on any particular Site without Licensor's
prior written approval. Approval shall not unduly be withheld or delayed where
Licensee demonstrates to Licensor reasonable satisfaction that said Hazardous
Substance is required for Licensee's authorized use of a Site. Licensee's use of
approved Hazardous Substances must comply with all applicable Environmental Laws
governing such use. Licensee shall indemnify and hold Licensor harmless for the
use or existence at any Site by Licensee of Hazardous Substances. Licensee shall
report in writing to Licensor prior to January 1 of each year, the type and
quantity of any Hazardous Substance maintained by Licensee at each Site.

     Licensee agrees to provide Licensor, upon request, copies of all Material
Safety Data Sheets for approved Hazardous Substances brought to any Site and
annual inventories of such Hazardous Substances present at any Site. Licensee
shall promptly notify Licensor of any release of any Environmental Hazard at any
Site, immediately upon obtaining actual knowledge of such release. In addition
to any other notification required to Licensor pursuant to this Agreement,
Licensee must provide notice to Licensor of any above ground storage tank
installed by Licensee at any Site and provide copies of registration documents
to Licensor, if registration is required by the governing state agencies.


                              18. REVIEW OF CHARGES

     If Licensee has a question concerning the Basic Monthly Payment or
Licensor's invoice of any taxes, fees, assessments or charges, Site Maintenance
Expense, Extraordinary Site Development Cost, Regulatory Compliance Cost, Site
Commitment Surcharge or Licensee's Pro Rata Share thereof or any invoice for
charges imposed by Licensor under the MLA or applicable SLA, or Licensee wishes
to challenge the accuracy or validity of any items involved in such charges,
Licensee shall give Licensor a Notice of Dispute within thirty (30) days after
the date of Licensee's payment for such items. Within thirty (30) days after
receipt of such Notice of Dispute, Licensor shall furnish such information
and/or documentation as it deems necessary to answer questions. If Licensor
fails to satisfy Licensee as to the accuracy and validity of the charges
described in the Notice of Dispute, Licensee may demand arbitration of whether
said payments or charges are Licensee's obligations under this Agreement or the
applicable SLA in accordance with the Rules of the American Arbitration
Association. Licensee's request for arbitration shall be promptly filed pursuant
to said



                                       21
<PAGE>

rules within one (1) year after the date of the due date for payment of the
charges identified in the Notice of Dispute, or Licensee's right to dispute the
payment shall be deemed to have been waived. It is agreed that the procedure
described herein shall be the sole and exclusive procedure for resolving any
dispute concerning charges imposed by Licensee under the MLA. No payment shall
be delayed or abated pending resolution of any question or dispute.


                                19. GOVERNING LAW

     The laws of the Commonwealth of Pennsylvania, disregarding conflict of law
principles, shall govern this Agreement. Further, each party submits to the
jurisdiction of any federal or state court sitting in Allegheny County,
Pennsylvania.


                           20. ASSIGNMENT AND SUBLEASE

     This Agreement and any SLA may not be sold, assigned or transferred, in
whole or in part, by Licensee without prior written approval or consent of
Licensor, which consent shall not be unreasonably withheld, conditioned or
delayed. Notwithstanding the foregoing, Licensee may, upon sixty (60) days
written notice to Licensor, assign its entire interest in this Agreement to its
parent company, or to any wholly owned subsidiary, or to an affiliate, or to any
successor-in-interest acquiring fifty-one percent (51%) or more of Licensee's
stock or assets. It is understood that any such assignment shall not relieve
Licensee of its obligations for performance of this Agreement. Licensee
represents and warrants that Licensee is authorized to operate its system under
its agreements and FCC rules, regulations and policies applicable to the
Equipment installed at a Facility pursuant to this Agreement. This Agreement,
the SLA, and the use of Facilities under any SLA may not be otherwise sold,
assigned, shared or transferred, in whole or in part, without the written
consent of Licensor, for any purpose, which consent shall not be unreasonably
withheld. Licensee shall not sublease or license its interest in this Agreement
or any SLA, either directly or through subsidiaries and affiliated entities.
Licensee specifically covenants to not, at any Facility, install any combiner or
other multiple frequency antenna device or more than one (1) transmission line
to any antenna without Licensor's prior written consent to each and every one.

     Notwithstanding any contrary provision, Licensee may, upon written notice
to Licensor, mortgage or grant a security interest in Licensee's interest and
rights under this Agreement, any SLA and the Equipment and may assign this
Agreement, any SLA and the Equipment to any such mortgagees or holders of
security interests, including their successors or assigns (hereinafter
collectively referred to as "Licensee Mortgagee"); provided that such Licensee
Mortgagee agrees to be bound by the terms and conditions of this Agreement and
any SLA so assigned. In such event, Licensor shall execute such consent to
financing as may be reasonably required by any Licensee Mortgagee. Licensor
agrees to give such Licensee Mortgagee the same right to cure any default as
Licensee, except that such cure period for such Licensee Mortgagee shall not be
less than ten (10) days after receipt of the default notice from Licensor.


                                21. SEVERABILITY



                                       22
<PAGE>

     If any provision of this Agreement or any SLA is invalid or unenforceable
with respect to any party, the remainder of this Agreement, or the application
of such provision to persons other than those as to whom it is held invalid or
unenforceable, is not to be affected and each provision of this Agreement shall
be deemed valid and enforceable to the fullest extent permitted by law. The
parties agree to promptly renegotiate in good faith any provision held to be
invalid or unenforceable under this paragraph.


                                  22. NO WAIVER

     No provision of this Agreement will be deemed to have been waived by either
party unless the waiver is in writing and signed by the party against whom
enforcement is attempted. The rights granted in this Agreement are cumulative of
every other right or remedy that the enforcing party may otherwise have at law
or in equity or by statute, and the exercise of one or more rights or remedies
will not prejudice or impair the concurrent or subsequent exercise of other
rights or remedies.


                               23. REPRESENTATION

     The parties acknowledge and agree that they have been represented by
counsel. Accordingly, it is the intention and agreement of the parties that the
language, terms and conditions of this Agreement are not to be construed in any
way against or in favor of any party hereto by reason of the responsibilities in
connection with the preparation of this Agreement.


                                   24. NOTICES

     All notices hereunder shall be in writing and shall be given by (i)
established express delivery service which maintains delivery records, (ii) hand
delivery, or (iii) certified or registered mail, postage prepaid, return receipt
requested. Notices may also be given by facsimile transmission, provided the
notice is concurrently given by one of the above methods. Communication by
electronic or computerized mail shall not be accepted as effective notice under
this Agreement. Notices are effective upon receipt, or upon attempted delivery
if delivery is refused or if delivery is impossible because of failure of a
party to provide an effective address and telephone number for the other party
to accomplish delivery by the means herein authorized. The notices shall be sent
to the parties at the following addresses:

     As to Licensee:   UbiquiTel Leasing Company
                       One West Elm Street
                       4th Floor
                       Conshohocken, Pennsylvania 19428
                       Attn: Engineering Property Management
                       Telephone: (610) 660-9572
                       Fax:       (610) 660-9558




                                       23
<PAGE>

     As to Licensor:   Crown Castle
                       375 Southpointe Boulevard
                       Canonsburg, PA 15317
                       Attention: Legal Department
                       Telephone Number: 724/416-2000
                       Facsimile Number: 724/416-2468

     Licensor or Licensee may from time to time designate any other address for
this purpose by giving written notice to the other party. Any address provided
orally or published by any public source shall be deemed the effective address
hereunder if a written notice is returned to the sender indicating that the
addressee party is unknown or not present at the address provided in writing by
the addressee.


                               25. BINDING EFFECT

     This Agreement shall extend to and bind the heirs, personal
representatives, successors and permitted assigns of the parties hereto.


                                  26. NO OFFER

     The presentation of this Agreement to Licensee by Licensor shall not
constitute an offer, and the terms and conditions set forth herein shall not be
binding obligations upon Licensor until execution of this Agreement by the
authorized signatories of Licensor.


                                  27. RECORDING

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


                            28. PRIME LEASE AGREEMENT

     Licensor and Licensee acknowledge that Licensee's use of a Site may be
derived from a


                                       24
<PAGE>

Prime Lease. If this is the case, a copy of the Prime Lease shall be
attached as Exhibit "5" to the applicable SLA, and the following provisions of
this Section shall be applicable. In the event prior approval or payment to the
underlying lessor, grantor or licensor is required in the Prime Lease, the
effectiveness of the applicable SLA shall be specifically subject to the
obtaining of such approval or making such payment or both. Furthermore, all of
the terms, conditions and covenants contained in this Agreement shall be
specifically subject to and subordinate to the terms and conditions of the Prime
Lease. In the event any of the provisions of the Prime Lease supersede or
contradict the terms of this Agreement, such terms of this Agreement and the SLA
shall be deemed deleted or superseded to the extent of the contradiction as
applicable to that Site. Moreover, Licensee agrees to be bound by and agrees to
perform all of the acts and responsibilities required of the lessee, grantee or
licensee pursuant to the Prime Lease as are applicable to the access to and use
of the Site.


                                 29. TERMINATION

     This Agreement shall not be terminated prior to expiration, except by
mutual written consent of the parties, or, in the case of an Event of Default,
then upon Licensor's termination. Licensee shall have no right to terminate the
Agreement or any SLA except pursuant to the provisions of Section 16.3. In the
event any previously approved zoning or other permit of a Government Entity
affecting the use of the Site as a communications facility is withdrawn or
terminated, the SLA relating to the Site covered by said permit or approval
shall be deemed to have been terminated effective the date of the termination of
the permit or approval. In the event that the Prime Lease terminates for any
reason, the applicable SLA shall be deemed to have terminated effective the date
of the termination of the Prime Lease.


                                 30. SUPERSEDES

     This Agreement revokes and supersedes any other oral or written agreements
between the parties, whether or not in writing, that pertain to the subject
matter described herein.


                               31. NON-DISCLOSURE

     The parties agree that without the express written consent of the other
party, neither party shall reveal, disclose or promulgate to any third party the
terms of this Agreement or any portion thereof, except to such third party's
auditor, accountant, lender or attorney or to a governmental agency if required
by regulation, subpoena or government order to do so.


                                32. THIRD PARTIES

     Any obligations imposed on Licensee in this Agreement shall be equally and
fully applicable to any other third parties that Licensee brings on to a Site or
comes upon a Site through or under the authority of Licensee. Any breach by such
other third parties shall be deemed a breach by Licensee



                                       25
<PAGE>

of this Agreement and Licensee shall be fully liable and responsible to
Licensor pursuant to the terms of this Agreement for such breach.


         33. COMPLIANCE WITH FCC RADIO FREQUENCY RADIATION REQUIREMENTS

     33.1 LICENSEE'S INSTALLATION OR MODIFICATION OF EQUIPMENT AT A SITE.
Licensee agrees to operate the Equipment within the frequencies and power levels
specified in the Site Engineering Application pursuant to Section 2.1. If
Licensee's installation or modification of Equipment at a Site would put any
Prior User of the Site whose license rights predate those of Licensee, into
non-compliance with the FCC's exposure limits for radio frequency radiation,
then: (i) in the event that such non-compliance can be cured by limiting the
general public's access to the Site, Licensee shall pay all reasonable costs
associated with limiting access to the Site prior to making such installation
and/or modification; or, (ii) in the event such non-compliance can be cured by
modifying the equipment of existing users of the Site, and such users consent to
such modifications, Licensee shall pay all costs associated with making such
modifications.

     33.2 FUTURE COOPERATION. In the event that future installations and/or
modifications proposed by third parties would put any user of a Site into
non-compliance with the FCC's exposure limits for radio frequency radiation and
cannot be cured by limiting access to the Site, Licensee shall not unreasonably
withhold its consent, when requested by Licensor, to modify its Equipment so
long as all costs associated with making such modifications to the Equipment are
borne by the party proposing such installation and/or modification. Licensee
further agrees that in the event that there is any change to applicable rules,
regulations and procedures governing radio frequency radiation which put the
Site into non-compliance with the FCC's or any other governmental agency's
exposure limits for radio frequency radiation, Licensee will cooperate with
Licensor and other users of the Site to bring the Site into compliance. The
costs associated with bringing the Site into compliance borne by Licensor shall
be Regulatory Compliance Costs.

     33.3 PROTECTION OF WORKERS. Licensee agrees to reduce power or suspend
operation if necessary and upon reasonable notice to prevent exposure of workers
or the public to radio frequency radiation in excess of the then-existing
regulatory standards.

     33.4 LICENSEE JOINT RF LIABILITY. The parties acknowledge and agree that if
Licensor does not hold an FCC license and does not, therefore, emit radio
frequency radiation at a Site, then, with respect to that Site, Licensee shall
hold harmless Licensor from claims, charges or violations relating to the
emission of radio frequency radiation at the Site jointly with other users of
the same Site, except to the extent resulting from the negligent act or omission
of Licensor, its agents, employees or contractors.


                                  34. CAPTIONS

         Marginal captions and titles of exhibits to this Agreement are for
convenience and reference only. They are in no way to be construed as defining,
limiting or modifying the scope or intent of the


                                       26
<PAGE>

various provisions of this Agreement.


                              35. FCC REGISTRATION

     If a Site is registered with the FCC in accordance with 47 C.F.R. Part 17,
Licensor will attach a copy of the FCC Form 854R (Antenna Structure
Registration) to the applicable SLA as Exhibit "6". Licensee acknowledges that
Licensor's provision of said Form 854R (including the Site's coordinates set
forth therein) in no way obligates Licensor to verify the accuracy of the
information contained in said FCC form. Licensee shall assume full
responsibility for its compliance with the FCC regulations and the regulations
of any other local, state or federal Government Entity applicable to any Site.
Licensor will supply copies of such documentation supporting FCC Form 854R to
the extent that documents exist in Licensor's files.


                             36. REGULATORY FILINGS

     Licensee shall make its own inquiries and conduct due diligence as
necessary to assess that each Site sufficiently meets all regulatory
requirements of applicable Government Entities for Licensee's intended and
authorized use. Upon Licensee's request, Licensor shall assist Licensee in
making filings or undertaking due diligence at a fee agreed upon in advance.
Licensee agrees to cooperate with Licensor in all matters relating to FCC and
FAA regulatory requirements, including but not limited to making supplemental or
amended filings to achieve compliance for any Site with such regulations.
Licensee shall provide copies of its regulatory filings regarding any Site to
Licensor. Licensor's receipt of same shall not be deemed acceptance of said
filings or agreement with the facts stated therein. In no event shall filings
made with the FCC contradict the prior status of the Site as having no
significant impact under the National Environmental Protection Act, or the
latitude and longitude stated in existing FCC Form 854R without the express
agreement of Licensor. Notwithstanding the foregoing, Licensee shall report to
Licensor, in writing, any fact or finding of which Licensee has current actual
knowledge, without duty of inquiry that indicates or suggests that the tower at
a Site, or a Site generally is not in compliance with applicable laws, rules or
regulations. The foregoing notwithstanding, Licensee shall not make a filing
with any Government Entity if such filing is inconsistent with any pre-existing
filing made without first obtaining the prior written consent of Licensor.


                                37. COUNTERPARTS

     This Agreement may be executed in one or more counterparts each of which
will be deemed an original and all of which together will constitute one and the
same instrument. Each SLA executed between the parties shall serve to affirm
this Agreement and shall by reference incorporate the terms hereof.


                            38. PUBLIC ANNOUNCEMENTS



                                       27
<PAGE>

     Neither party shall use the other party's name, service mark or trademark
in any public announcement or advertisement without the prior written consent of
the other party, which consent shall not be unreasonably withheld.


                             39. STATUS OF PARTIES

     The parties to this Agreement are strictly independent contractors. Neither
party is in any way an employee, partner, joint venture or agent of the other
party. Neither party shall in any way bind or obligate the other party to any
individual or entity unless a party has received the written consent of the
other party. Each party shall undertake all reasonable measures in the operation
of its business to inform third parties that the other party has no direct or
indirect liability arising out of any agreement entered into by that party, and
that the other party does not control the performance of such party.


                               40. ATTORNEYS' FEES

     The prevailing party in any litigation arising hereunder shall be entitled
to its reasonable attorneys' fees and court costs. Such fees shall be deemed to
include reasonable attorneys' fees incurred through any appeal process and shall
include fees attributable to legal services provided by any in-house counsel or
staff to the prevailing or indemnified party. For purposes hereof, the services
of in-house attorneys and their staff shall be valued at prevailing rates for
independent counsel in the metropolitan area in which such counsel and staff
practice.


                              41. ENTIRE AGREEMENT

     This Agreement and all SLAs executed hereunder contain all of the
agreements, conditions, understandings, representations and warranties made
between Licensor and Licensee, and no verbal or oral agreements, conditions,
understandings, representations and warranties shall be binding upon either
Licensor or Licensee in any dispute, controversy or proceeding at law.
Furthermore, any addition, variation or modification to this Agreement or any
SLA shall be void and ineffective unless made in writing signed by both parties.

                  [Remainder of Page Left Intentionally Blank]



                                       28
<PAGE>



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

UBIQUITEL LEASING COMPANY, A
DELAWARE CORPORATION

By:
              -----------------------------
Print Name:
              -----------------------------
Title:
              -----------------------------

CROWN ATLANTIC COMPANY LLC, A
DELAWARE LIMITED LIABILITY COMPANY

By:
              -----------------------------
Print Name:
              -----------------------------
Title:
              -----------------------------

CROWN COMMUNICATION NEW YORK, INC.,
A DELAWARE CORPORATION

By:
              -----------------------------
Print Name:
              -----------------------------
Title:
              -----------------------------

CROWN CASTLE PT INC., A DELAWARE
CORPORATION

By:
              -----------------------------
Print Name:
              -----------------------------
Title:
              -----------------------------

CROWN CASTLE SOUTH INC., A DELAWARE
CORPORATION

By:
              -----------------------------
Print Name:
              -----------------------------
Title:
              -----------------------------

CROWN COMMUNICATION INC., A DELAWARE
CORPORATION

By:
              -----------------------------
Print Name:
              -----------------------------
Title:
              -----------------------------

CROWN CASTLE GT COMPANY LLC,
A DELAWARE LIMITED LIABILITY COMPANY

By:
              -----------------------------
Print Name:
              -----------------------------
Title:
              -----------------------------




                                       29