MASTER BUILD TO SUIT LEASE AGREEMENT

MASTER BUILD TO SUIT

LEASE AGREEMENT

between

Triton PCS Property Company L.L.C.,
a Delaware Limited Liability Company

and

Crown Communication Inc.,
a Delaware Corporation

TABLE OF CONTENTS

RECITALS.......................................................................................................... 6

1. MASTER LEASE AGREEMENT....................................................................................... 6

2. SITE APPROVAL AND CONSTRUCTION PROCESS....................................................................... 7

2.1 TRITON'S Proposals...................................................................................... 7
2.2 Commencement of Work; SLA Package....................................................................... 7
2.3 Substantial Completion of Site.......................................................................... 8
2.4 Site Acquisition Services and Construction Services..................................................... 9
2.4.1 Site Acquisition Services....................................................................... 9
2.4.2 Termination by TRITON........................................................................... 10
2.4.3 Construction Services........................................................................... 10
2.5 Process................................................................................................. 11

3. CONSTRUCTION OF IMPROVEMENTS................................................................................. 13

4. SITE USE..................................................................................................... 15

5. TERM......................................................................................................... 15

5.1 Term of Agreement....................................................................................... 15
5.2 Term of SLA............................................................................................. 15

6. SITE APPROVAL TERMINATION.................................................................................... 15

7. FEES......................................................................................................... 16

7.1 Annual Fee.............................................................................................. 16
7.2 Fee Adjustment.......................................................................................... 16
7.3 Additional Fees......................................................................................... 16
7.4 Interest................................................................................................ 16
7.5 Other Amounts........................................................................................... 17

8. LIENS......................................................................................................... 17

8.1 No Liens by TRITON...................................................................................... 17
8.2 Waiver of CROWN'S Lien.................................................................................. 17

9. SUITABLILTY; OPERATING CONDITION............................................................................. 17

10. SITE ALTERATIONS............................................................................................. 18

10.1 Approved Site........................................................................................... 18

11. UTILITIES.................................................................................................... 19

12. ACCESS....................................................................................................... 20

13. MEMORANDUM OF LEASE.......................................................................................... 20

14. INSURANCE.................................................................................................... 20

14.1 Required Insurance of TRITON............................................................................ 20

14.2 Required Insurance of CROWN............................................................................ 21
14.3 Insurance Standards.................................................................................... 21
14.4 Insurance Rating....................................................................................... 21
14.4 Waiver................................................................................................. 21

15. INDEMNIFICATION.............................................................................................. 22

15.1 Indemnification by TRITON.............................................................................. 22
15.2 Indemnification by CROWN............................................................................... 22

16. ASSIGNMENT AND GUARANTY...................................................................................... 22

16.1 Assignment by Triton................................................................................... 22
16.2 Assignment by Crown.................................................................................... 23

17. CASUALTY OR CONDEMNATION..................................................................................... 23

17.1 Casualty............................................................................................... 23
17.2 Condemnation........................................................................................... 24

18. SURRENDER OF SITE............................................................................................ 24

19. INTERFERENCE................................................................................................. 24

20. DEFAULT AND REMEDIES......................................................................................... 25

20.1 TRITON'S Default....................................................................................... 25
20.2 CROWN'S Remedies....................................................................................... 25
20.3 CROWN'S Default and TRITON'S Remedies.................................................................. 26

21. COVENANT OF QUIET ENJOYMENT.................................................................................. 26

22. COVENANTS AND WARRANTIES..................................................................................... 27

22.1 CROWN.................................................................................................. 27
22.2 TRITON................................................................................................. 27
22.3 Mutual................................................................................................. 28
22.4 No Broker.............................................................................................. 28

23. ENVIRONMENTAL MATTERS........................................................................................ 28

24. PRIME LEASE.................................................................................................. 29

25. ENTIRE AGREEMENT............................................................................................. 29

26. SEVERABILITY................................................................................................. 29

27. BINDING EFFECT............................................................................................... 29

28. CAPTIONS..................................................................................................... 30

29. NO WAIVER.................................................................................................... 30

30. REPRESENTATION............................................................................................... 30

31. NOTICES...................................................................................................... 31

32. GOVERNING LAW................................................................................................ 31

33. THIRD PARTIES................................................................................................ 31

34. COMPLIANCE WITH FCC RADIO FREQUENCY.......................................................................... 32

RADIATION REQUIREMENTS............................................................................................ 32

34.1 Future Cooperation..................................................................................... 32
34.2 Protection of Workers or Public........................................................................ 32
34.3 CROWN'S Obligations.................................................................................... 32
34.5 Mutual Certifications.................................................................................. 32

35. INDEX OF TERMS............................................................................................... 33

EXHIBIT "A" TO THE MASTER BUILD TO SUIT LEASE AGREEMENT............................................................ 1

Initial Sites*............................................................................................... 1
Site and Market Areas........................................................................................ 1

EXHIBIT "B" TO THE MASTER BUILD TO SUIT LEASE AGREEMENT............................................................ 1

Site Lease Acknowledgment.................................................................................... 1
Exhibit "1" to the SLA........................................................................................ 3
Site Description........................................................................................... 3
Exhibit "2" to the SLA........................................................................................ 4
Location of Antennas....................................................................................... 4
Exhibit "3" to the SLA........................................................................................ 5
Equipment Area/Building Space.............................................................................. 5
Exhibit "4" to the SLA........................................................................................ 6
Prime Lease................................................................................................ 6

EXHIBIT "C" TO THE MASTER BUILD TO SUIT LEASE AGREEMENT............................................................ 1

1.1. PHASE I ENVIRONMENTAL SITE ASSESSMENT (ESA).............................................................. 15

1.1.4. SITE RECONNAISSANCE................................................................................. 16
1.1.5. Interviews....................................................................................... 16
1.1.6. PHASE I ESA REPORT.................................................................................. 17

1.0. GEOTECHNICAL INVESTIGATIONS.............................................................................. 20

1.0.5. RECORD OF SUBSURFACE EXPLORATION......................................................................... 21

Milestone & Task Reporting Responsibilities and Definitions................................................. 29

EXHIBIT "D" TO THE MASTER BUILD TO SUIT LEASE AGREEMENT............................................................ 1

IMPROVEMENTS................................................................................................. 1
Antenna System Installation............................................................................... 1
As-Built Drawings......................................................................................... 1
Materials Handling and Delivery........................................................................... 1
Additional Construction Services.......................................................................... 1

EXHIBIT "E" TO THE MASTER BUILD TO SUIT LEASE AGREEMENT............................................................ 1

CROWN Site Acquisition Standards............................................................................. 1

EXHIBIT "F" TO THE MASTER BUILD TO SUIT LEASE AGREEMENT............................................................ 1

GENERAL........................................................................................................... 4

EXHIBIT "G" TO THE MASTER BUILD TO SUIT LEASE AGREEMENT............................................................ 1

Schedule of Termination Fees................................................................................. 1

EXHIBIT "H" TO THE MASTER BUILD TO SUIT LEASE AGREEMENT............................................................ 1

SITE STANDARDS............................................................................................... 1
I. General............................................................................................. 1
II. Antennas And Antenna Mounts......................................................................... 3
III. Cable............................................................................................... 3
IV. Connectors.......................................................................................... 3
V. Receivers........................................................................................... 4
VI. Transmitters........................................................................................ 4
VII. Combiners/multicouplers............................................................................. 5
VIII. Cabinets............................................................................................ 5
IX. Maintenance/tuning Procedures....................................................................... 5
X. Interference Diagnostic Procedures.................................................................. 5
XI. Tower Structure..................................................................................... 5
XII. Equipment Located Within CROWN'S Equipment Building................................................. 7
XIII. Grounding........................................................................................... 8
XIV. Electrical.......................................................................................... 8
XV. Electrical Distribution............................................................................. 9
XVI. Temporary Loads..................................................................................... 9
XVII. Doors............................................................................................... 9
XVIII. Site Appearance..................................................................................... 9
XIX. Storage............................................................................................. 9
XX. Damage.............................................................................................. 9
XXI. Reporting On Site................................................................................... 9

EXHIBIT "J" TO THE MASTER BUILD TO SUIT LEASE AGREEMENT............................................................ 1

ANNUAL FEE................................................................................................... 1
I. Initial Monthly Rent Schedule.......................................................................... 1
II. Additional Rent........................................................................................ 1

MASTER BUILD TO SUIT LEASE AGREEMENT
------------------------------------

THIS MASTER BUILD TO SUIT LEASE AGREEMENT (the "Agreement") is entered
into as of the ______ day of November, 1998, by and between Crown Communication
Inc., a Delaware corporation ("CROWN"), and Triton PCS Property Company L.L.C.,
a Delaware limited liability company ("TRITON").

RECITALS
--------

CROWN will own, lease or otherwise control real property on which
CROWN will have constructed a wireless communications facility, including an
antenna support structure for the attachment of communications equipment. TRITON
wishes to lease from CROWN certain portions of such real property and the
wireless communications facility for the operation of TRITON's communications
facility. Each location for which TRITON, pursuant to this Agreement, enters
into a lease for a portion of the property and the wireless communications
facility will be referred to individually as a "Site" and collectively as
"Sites".

TRITON is an affiliate of a provider of wireless communications
services which operates networks of wireless communications facilities. CROWN
and TRITON are desirous of establishing terms and conditions that will apply to
the leasing of certain Sites by CROWN to TRITON in the areas described in
Exhibit "A" to this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained in
this Agreement and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, CROWN and TRITON agree as follows:

1. MASTER LEASE AGREEMENT
--------------------------

This Agreement contains the basic terms and conditions upon which each Site
shall be leased by CROWN to TRITON. When the parties agree on the particular
terms for a Site, the parties will execute a completed Site Lease Acknowledgment
in the form attached hereto as Exhibit "B" ("SLA"). Each executed SLA is deemed
to be a part of this Agreement. The terms and conditions of the SLA will govern
and control if there is a conflict or inconsistency between the terms and
conditions of a SLA and this Agreement. The SLA shall become effective and
become part of this Agreement upon its execution by both CROWN and TRITON. The
parties agree that an SLA shall terminate and have no force and effect if,
despite the reasonable efforts of Crown and Triton, a building permit for the
applicable Site is not issued or the Site Acquisition Package is not delivered
within a reasonable timeframe after the timeframes contemplated by this
Agreement. The parties acknowledge and agree that, notwithstanding any other
language in this Agreement to the contrary, TRITON's use of a Site pursuant to
this Agreement does not constitute a conveyance of any interest in real estate
to TRITON. The

relationship between CROWN and TRITON is not one of tenancy and no leasehold
interest or other interest in real estate has been or will be created.

2. SITE APPROVAL AND CONSTRUCTION PROCESS
------------------------------------------

2.1 TRITON'S PROPOSALS
----------------------

TRITON shall make CROWN aware of an opportunity to construct a group of Sites in
the areas identified in Exhibit "A" pursuant to this Agreement by providing
CROWN with a written proposal ("Proposal"), identifying the applicable search
areas for the potential Sites. TRITON and CROWN shall agree within twenty-one
(21) days of the execution of this Agreement upon the schedule to be set forth
on Exhibit "F".

As more fully described herein, CROWN will provide "Site Acquisition Services"
and "Construction Services" for the "A Sites" identified on Exhibit "A" (the "A
Sites") and "Construction Services" for the "B Sites" identified on Exhibit "A"
(the "B Sites"). CROWN will also be providing site development services to
TRITON for approximately 45 Sites pursuant to a Site Development Agreement
executed by the parties on November ____, 1998 (the "SDA"). The parties
expressly agree that if, at anytime during the term of this Agreement, CROWN
notifies TRITON of CROWN's preference to co-locate TRITON on an existing
structure in any of the areas described in Exhibit "A", rather than building a
Site pursuant to the terms of this Agreement, then TRITON agrees to co-locate on
such Sites if such Sites meet the requirements of Viable Co-Locate Candidates as
described in Exhibit "C-3, paragraph 5". In the event that the parties mutually
agree, as described in the preceding sentence, then their respective rights and
obligations with respect to such Sites, shall be governed by the SDA and they
shall have no further obligations hereunder with respect to such Sites.

2.2 COMMENCEMENT OF WORK; SLA PACKAGE
-------------------------------------

2.2.1 A SITES:
---------------

Upon release of Search Areas CROWN will perform the Site Acquisition Services
set forth in Section 2.4. Thirty (30) days prior to the anticipated building
permit issue date CROWN will deliver a completed SLA to TRITON. Within ten (10)
days of receipt, TRITON will provide a response ( an "SLA Response") consisting
of: (i) return an executed SLA or; (ii) reject the SLA for reasons noted on the
SLA transmittal or; (iii) request an extension of review time as noted on the
SLA transmittal. TRITON shall provide for CROWN's engineering services, after
designation of a Primary Site, an RF site build specification (antenna and cable
size, type, and location information).

2.2.2 B SITES:
---------------

Upon TRITON's delivery or anticipated delivery of a Site Acquisition Package to
CROWN, no later than thirty (30) days prior to the anticipated building permit
issue date, CROWN will deliver a completed SLA to TRITON. Within ten (10) days
of receipt, TRITON will provide an SLA Response. The "Site Acquisition Package"
shall contain: (i) a ground lease and/or other instruments such as an easement
evidencing CROWN's real estate interest in the Site; (ii) a title abstract;
(iii) a Federal Aviation Administration ("FAA") approval; and (iv) a final non-
appealable zoning permit.

TRITON shall provide for CROWN's engineering services, after designation of a
Primary Site, an engineering information package (a "Tech Team Visit Checklist")
that includes: a site survey report, a sketch of the BTS, antenna and cable
locations, existing drawings and surveys (to the extent reasonably possible), a
deed, tax map, zoning map, zoning ordinance, applicable zoning application and
drawing preparation checklists (where they exist), RF site build specifications
(antenna and cable size, type, and location information) and site directions.

2.2.3 A AND B SITES

Upon designation of a "Primary Site", a Viable Candidate selected by TRITON,
CROWN will proceed with all required engineering services including but not
limited to surveys, drawings, geotechnical evaluations and environmental studies
unless otherwise directed by TRITON.

Failure of TRITON to provide CROWN with an SLA Response within ten (10) days
shall be deemed termination by TRITON pursuant to Section 2.4.2.

TRITON recognizes that the successful completion of CROWN's scope of work in
accordance with the schedules set forth in Exhibit "F", for B sites, depends on
the successful completion of Site Acquisition Services provided by independent
contractors engaged by TRITON who are not affiliated with CROWN. TRITON will
cause such contractors to cooperate with CROWN in the sharing information
required for the procurement of building permits included in CROWN's scope of
work.

2.3 SUBSTANTIAL COMPLETION OF SITE
----------------------------------

Upon anticipated or actual receipt of the executed SLA, CROWN shall proceed to
perform the Services required by this Agreement by the dates identified in
Exhibit "F".

For the purposes of this Agreement, "Substantial Completion" of a Site and
Improvements is defined as the Site being constructed to TRITON standards (as
set forth in Exhibit "I") and the site being capable of transmitting and
receiving RF signal at it's designed and licensed frequency range without
violating equipment warrantees or any statute, law, or ordinance of any federal,
state, or local agency having jurisdiction. Substantial Completion is evidenced
by receipt and approval by TRITON of a Site Acceptance Package in a form
acceptable to TRITON. Unless otherwise specified in the applicable SLA,
Substantial Completion of a Site and Improvements specifically excludes
installation of TRITON's BTS (which will be performed by independent

contractors), the provision of telephone service to TRITON's equipment, but
includes any CROWN service extension required to provide telephone service to
the Site and the utility work set forth in Section 2.4.3.3. The Substantial
Completion date may be extended by reason of an event of "Force Majeure" which
is defined as being any of the following events: delays in delivery of TRITON
provided construction materials, strikes, walk-outs, labor disputes, embargoes,
flood, earthquake, storm, dust storm, lightening, fire and any other weather
conditions that prevent construction (according to the tower construction
industry's standard of prudence), epidemic, acts of God, war, national
emergency, civil disturbance or disobedience, riot, sabotage, terrorism, threats
of sabotage or terrorism, restraint by court order or order of public authority,
and similar occurrences beyond the reasonable control of CROWN, and such non-
performance shall be excused for the period of time any such Force Majeure
causes such non-performance. The Substantial Completion period may also be
extended by mutual agreement of the parties.

2.4 SITE ACQUISITION SERVICES AND CONSTRUCTION SERVICES
-------------------------------------------------------

Services to be provided by CROWN shall include the Site Acquisition Services and
Construction Services described below:

2.4.1 SITE ACQUISITION SERVICES
-------------------------------

For the A Sites, CROWN will perform the "Site Acquisition Services" more fully
described in Exhibits "C-1", "C-2", "C-3", "C-4", "C-8" and "C-9".

The parties acknowledge that TRITON intends to engage independent third party
contractors not affiliated with CROWN to perform Site Acquisition Services for
the B Sites. TRITON agrees to cause such independent third party contractor to
meet both TRITON's site acquisition standards and the "Crown Site Acquisition
Standards" identified in Exhibit "E", to the extent possible, without delaying
the schedule set forth in Exhibit "F". TRITON further agrees to permit CROWN's
active participation in the candidate review process related to the B Sites
Furthermore, CROWN will reimburse TRITON for the actual site acquisition service
costs incurred for engaging such independent third party contractors up to a
maximum of $30,000 per B Site for which a building permit has been issued.

The parties acknowledge that from time to time during the zoning or building
permitting process, CROWN may want to reasonably continue with a proceeding that
TRITON either is not required to or is not desirous of continuing. In such
event, the parties agree that CROWN may continue to do so at its sole cost, so
long as such continuation by CROWN is not likely to delay the time frame set
forth on Exhibit "F", as determined within TRITON's reasonable discretion.

The parties also acknowledge that CROWN may desire to obtain zoning approval at
greater heights than required by TRITON to accommodate other tenants on the
tower. However, in no event shall CROWN attempt to obtain initial zoning
approval for a tower at such greater height if doing so in any way causes delay
in the approval of any permits required for TRITON's Improvements.

2.4.2 TERMINATION BY TRITON
---------------------------

Notwithstanding any provision to the contrary, TRITON has the right of
termination of any Site or SLA at any time prior to the issuance of a building
permit for such Site by providing written notice of the same to CROWN. If CROWN
has not completed Services in accordance with the schedule set forth in Exhibit
"F" or the maximum average cycle times identified in Exhibit "F-2", and such
failure was not caused by TRITON or TRITON's contractor, CROWN will not be
compensated for the work performed prior to such Site termination and TRITON
shall have no further obligation hereunder with respect to such Site. In the
event of any termination without cause, TRITON shall pay to CROWN a termination
fee according to the schedule set forth in Exhibit "G" and shall have no further
obligations hereunder with respect to such Site. TRITON expressly agrees that it
shall have no right to terminate this Agreement with respect to a Site at any
time after CROWN commences construction on such Site, unless CROWN materially
breaches under this Agreement. TRITON may terminate this Agreement and any or
all SLAs executed in connection herewith upon executing an agreement with CROWN
to sell CROWN any communications tower owned by TRITON. Such termination upon
sale shall not apply to Sites for which a construction permit has been granted
and which is currently under construction.

2.4.3 CONSTRUCTION SERVICES
---------------------------

The services to be provided by CROWN as identified below in Sections 2.4.3.1
through 2.4.3.4 shall be referred to as the "Construction Services" more fully
defined in Exhibits "C-5", "C-6", "C-7" and "C-10 through C-14".

2.4.3.1 PROJECT AND CONSTRUCTION MANAGEMENT
-------------------------------------------

CROWN will perform civil construction activities; project management (i.e.,
scheduling, cost tracking and reporting, expediting, resource allocation); and,
construction management (i.e., subcontractor qualification, bidding/bid walk/bid
review and award, on-site construction supervision and punch list resolution) as
more fully defined in Exhibits "C-5", "C-6", "C-7" and "C-10" through "C-14".

2.4.3.2 EQUIPMENT PAD INSTALLATION
----------------------------------

CROWN will install, per TRITON's specifications, up to a 10' x 12' (for normal
Sites) and up to two (2) 12' x 28' concrete equipment pads per BTA (for hub
Sites) inside the applicable Sites' compound areas. Should TRITON wish to
install a larger equipment pad or equipment shelter inside of the applicable
Sites' compound areas, TRITON shall pay a cost to CROWN as identified in Exhibit
"J" under Additional Rent.

2.4.3.3 UTILITIES
-----------------

CROWN will install two 4" PVC underground conduits (or alternate size and type
if required by the utility providers or TRITON construction standards), in
separate trenches, when required and pull cable from the applicable Sites'
common power and "telco demarc" points to TRITON's equipment location. TRITON
will be separately metered for electric utility service in accordance with
Section 11 of this Agreement if allowed by the power service provider. TRITON
will be responsible for placing service orders with the telephone service
provider at each Site. CROWN will be responsible for placing service orders with
the power service provider at each Site. CROWN will coordinate the "utility site
walk" with the utility companies, TRITON, and third party contractors. CROWN
will obtain all easements and/or rights-of-way needed for the provision of
utility services to TRITON for A Sites. CROWN will pay for all special
construction charges for utilities excluding electronics.

2.4.3.4 GROUNDING SYSTEM
------------------------

CROWN will install a buried Site ring in accordance with Ericsson standards (to
be provided by TRITON to CROWN)and provide a coiled length of ground wire to
connect to TRITON's BTS equipment. CROWN will install all other required
external grounding. Ground ring connections will be cadwelded except the
connection to the master ground bar and all coax grounding kit connections will
be mechanical. Notwithstanding the foregoing, all grounding shall meet or exceed
Ericsson grounding requirements identified in Exhibit "I-I-B-i".

2.4.3.5 ADDITIONAL SERVICES
---------------------------

In connection with the construction of Improvements, as defined in Section 3
below, CROWN will perform additional construction services at the A and B Sites
as described in Exhibit "D".

2.5 PROCESS
-----------

2.5.1 SCOPE OF SERVICES.
-------------------------

In addition to the requirements imposed upon them by this Agreement, CROWN and
TRITON shall be responsible for completing their respective tasks set forth in
the Exhibits attached hereto including every item in the Responsibility Matrix
(Exhibit "F-3").

(REST OF PAGE LEFT INTENTIONALLY BLANK)

2.5.2 CHANGES TO CONTRACT SCOPE.
-------------------------

TRITON may make changes at any time to the general scope of the Services
contained herein only by means of a written order (a "Change Order") issued by
CROWN and approved by TRITON. Any Change Order that exceeds the scope of
Services and which requires additional services on the part of CROWN shall
result in an adjustment of the price to be paid to CROWN. CROWN shall, upon
receipt of a written request for a Change Order from TRITON, provide TRITON with
an estimate of additional charges required to complete the proposed Change
Order. Prior to commencement of additional work, the proposed Change Order shall
be approved in writing by a TRITON representative. Any charges for additional
work commenced by CROWN without a written Change Order approved by a TRITON
representative may be denied by TRITON, in full or in part, in its sole
discretion.

2.5.3 SCHEDULE
---------------

Within 21 days after execution of this Agreement, TRITON and CROWN shall agree
upon the schedule for the completion of Services on a site-by-site basis which
will replace Exhibit "F" to this Agreement. The schedule will contain milestone
dates for completion by CROWN of the following milestones: Site Selection, Site
Leasing and Site Zoning for A Sites, and Building Permit, Construction Start and
Construction Complete (Substantial Completion) for A and B sites. This Agreement
shall terminate upon notice by either party to the other if the parties are
unable, after good faith negotiations, to agree to a schedule within the
allotted 21 days. Notwithstanding the foregoing, CROWN agrees to proceed working
under this Agreement, including deploying necessary personnel, immediately after
execution of this Agreement as set forth in Exhibits "H" and "H-1".

After the schedule in Exhibit "F" is submitted by CROWN and accepted by TRITON,
CROWN may be awarded schedule extensions for impacts by TRITON or TRITON's
contractors upon written notification to TRITON, subject to TRITON's
verification. Such schedule extensions shall be awarded for each day of notified
and verified impact.

Following approval of the schedule by TRITON, CROWN shall thereafter, for the
term of this Agreement, provide TRITON with not less than a written weekly
report outlining the progress made to attain the previously-agreed to schedule,
which reports must include the information required by Exhibit "C-12".

Any proposed change in schedule which results in a time extension of one week or
greater on an individual Site basis shall be clearly noted and the reasons
therefore shall be explained in writing. TRITON may, in its sole discretion,
agree to a time extension from the detailed schedule originally provided. CROWN
shall attend all project meetings reasonably requested by TRITON. CROWN further
agrees to the maximum average cycle times set forth in Exhibit "F-2".

Within 5 days after execution of this Agreement, CROWN will provide an
Organization Chart and Staffing Plan that will replace Exhibit "H-1". Within 10
days after execution of this

Agreement, CROWN will provide a revised Exhibit "H" indicating at minimum all
Managers by name. Within 20 days of the execution of this Agreement, Exhibit "H"
will be revised by CROWN to indicate the names of all personnel set forth on
Exhibit "H".

(REMAINDER OF PAGE LEFT INTENTIONALLY BLANK)
2.5.4 RESOURCES
----------------

TRITON has the right at any time upon written notice to require the removal of
any employee of CROWN or subcontractor utilized or supervised by CROWN in
TRITON's sole discretion. Resumes will be provided for review and approval prior
to CROWN's employees starting work on this project. CROWN will not add or remove
any personnel once assigned to the project and accepted by TRITON without prior
written agreement with TRITON. CROWN will use the necessary quantity and quality
of resources to maintain the agreed upon schedule set forth in Exhibit "F".

2.5.5 CONTRACT CLOSEOUT
------------------------

Prior to submitting a final invoice for payment for any Site, CROWN must provide
to TRITON the documentation set forth on Exhibit "C-14".

3. CONSTRUCTION OF IMPROVEMENTS
--------------------------------

At the time each SLA is executed, the Site described in the SLA will be
undeveloped real estate. In accordance with Sections 2.3, 2.4 and 2.5 above,
CROWN will provide the Site Acquisition Services and the Construction Services
to TRITON. To enable TRITON to use the Site as a communications facility, CROWN
further agrees to substantially complete construction on each Site the
improvements described in Exhibit "D" (the "Improvements") on or before the
Substantial Completion date specified in Exhibit "F" for that Site. The timely
Substantial Completion of the Improvements is of the essence in this Agreement
and the SLA and, by execution of the SLA, CROWN confirms that the Substantial
Completion date is a reasonable period for the completion of the Improvements.
Construction of the Improvements will be completed (a) in a good and workmanlike
manner; (b) in accordance with all applicable governmental laws, codes, rules
and regulations; and (c) in accordance with the building plans. CROWN agrees
that it will be responsible for obtaining and maintaining any permits, zoning
approvals, variances or similar governmental requirements or approvals necessary
for the construction and operation of a wireless communications facility at the
Site, excluding, however, any FCC or other licenses related specifically to
TRITON's operations ("Government Approvals"). TRITON shall cooperate with CROWN
in obtaining Government Approvals, including acting as applicant, if necessary,
and executing documents reasonably needed to obtain the Government Approvals.
The parties agree that CROWN shall not be responsible for installing TRITON's
"BTS".

4. SITE USE
------------

A Site may be used by TRITON only for the installation, operation and
maintenance of unmanned radio communications equipment consistent with the terms
of the SLA. TRITON must, at TRITON's sole expense, comply with all laws, orders,
ordinances, regulations and directives of applicable federal, state, county and
municipal authorities or regulatory agencies including, without limitation, the
Federal Communications Commission (the "FCC"). TRITON shall operate and maintain
its equipment within its licensed frequency and power such that it does not
interfere with the operations at the communications facility or any other prior
existing users of the communications facility. CROWN agrees to cooperate with
TRITON, at TRITON's expense, in executing such documents or applications
required in order for TRITON to obtain such licenses, permits or other
Governmental Approvals needed for TRITON's permitted use of the Site.

5. TERM
--------

5.1 TERM OF AGREEMENT
---------------------

The term of this Agreement shall be twelve (12) years commencing on the date
first written above.

5.2 TERM OF SLA
---------------

Each Site leased by CROWN to TRITON pursuant to a SLA shall be leased for an
initial term of twelve (12) years with the commencement date as of the date of
full execution of the particular SLA ("Commencement Date"). The term of each
particular SLA shall automatically be extended for up to three (3) additional
five (5) year terms unless TRITON terminates it at the end of the then current
term by giving CROWN written notice of the intent to terminate at least six (6)
months prior to the end of the then current term. Notwithstanding the foregoing,
if CROWN's rights in the Site are derived from a prime lease or other agreement
with a third party ("Prime Lease") and such Prime Lease has a shorter term or
extension terms than those provided for under this paragraph, then TRITON's
right to extend any particular SLA shall only be for as long as CROWN retains
its interest in the same applicable property pursuant to said Prime Lease.

6. SITE APPROVAL TERMINATION
-----------------------------

In the event any previously approved zoning or governmental permit affecting the
use of the property or the Site as a communications facility is withdrawn or
terminated, the SLA relating to the property 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 addition to any other rights to terminate an SLA,
CROWN has a right to terminate an SLA, and TRITON's rights related to

such SLA, if TRITON fails to meet its obligations set forth in Section 4 with
respect to interference, if TRITON fails to resolve such problem as provided in
this Agreement.

7. FEES
--------

7.1 ANNUAL FEE
--------------

TRITON will commence paying an annual fee, to be paid in equal monthly
installments (the "Annual Fee"), for a Site on the earlier of: (i) first day of
the month following the Substantial Completion of the Site and Improvements; or
(ii) TRITON beginning to operate its communications facility as a Site ("Rent
Commencement Date"). The Annual Fee will be due on or before the first day of
each month thereafter. The Annual Fee will be payable to CROWN at:

Crown Communication Inc.
000 Xxxxxxxxxxx Xxxxxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attn: Accounts Receivable

Subject to adjustment as provided below, the Annual Fee for the Site is
stated in the SLA for that Site. All fee amounts for a SLA shall be calculated
according to the schedule set forth in Exhibit "J", such amounts shall be
adjusted on each Adjustment Date according to the formula set forth in Section
7.2.

7.2 FEE ADJUSTMENT
------------------

The Annual Fee and other fees identified in this Agreement shall be adjusted
upward (collectively, the "Adjusted Fee") on the first anniversary of the date
of this Agreement and every annual anniversary thereafter ("Adjustment Date") by
three percent (3%).

7.3 ADDITIONAL FEES
-------------------

TRITON agrees to pay as additional Annual Fee any taxes or other assessments
levied against any Sites solely applicable to TRITON's business activities at
such Site. To the extent CROWN receives notice of any such charges, CROWN will
provide notice of the same to TRITON and cooperate with TRITON in any appeal
deemed reasonably necessary by TRITON.

7.4 INTEREST
------------

Any fee not paid within ten (10) business days of when due may, at CROWN's
option, bear interest until paid at the lesser of:

(a) the rate of Prime + 1 percent per annum; or

(b) the maximum rate allowed under the laws of the jurisdiction in
which the Site is located.

(REMAINDER OF PAGE LEFT INTENTIONALLY BLANK)

7.5 OTHER AMOUNTS Any sums due to CROWN under this Agreement which are not
specifically defined as "Fees" are hereby deemed additional fees and are subject
to the interest charges and adjustments as specified herein and in the other
provisions of this Agreement which address fees.

8. LIENS
--------

8.1 NO LIENS BY TRITON
----------------------

TRITON must keep the Site free from any liens arising from any work performed or
materials furnished by or at the request of TRITON. If any such lien is filed
against the Site as a result of the acts or omissions of TRITON's employees,
agents or contractors, TRITON must discharge the lien or bond the lien off in a
manner reasonably satisfactory to CROWN within thirty (30) days after TRITON
receives written notice from any party that the lien has been filed. If TRITON
fails to discharge or bond any such lien within such period, then, in addition
to any other right or remedy of CROWN, CROWN may, at CROWN'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. TRITON must
pay on demand any amount paid by CROWN for the discharge or satisfaction of any
lien, and all reasonable attorneys' fees and other legal expenses of CROWN
incurred in defending any such action or in obtaining the discharge of such
lien, together with all necessary disbursements in connection therewith.

8.2 WAIVER OF CROWN'S LIEN
--------------------------

CROWN hereby waives any and all lien rights it may have, statutory or otherwise,
concerning TRITON's equipment or any portion thereof, which shall be deemed
personal property for the purposes of this Agreement, regardless of whether or
not same is deemed real or personal property under applicable laws, and CROWN
gives TRITON the right to remove all or any portion of same from time to time in
TRITON's sole discretion and without CROWN'S consent.

9. SUITABLILTY; OPERATING CONDITION
-----------------------------------

CROWN represents and warrants with respect to each Site that, upon Substantial
Completion of the Site and the Improvements for a period of one year thereafter,
such Site and Improvements will be in good operating condition, suitable for
their intended purpose. The foregoing representation and warranty shall not
extend to any materials or equipment provided by TRITON or for services properly
performed by CROWN within the stricter of CROWN, TRITON, and Ericsson standards
described herein or any applicable codes, statutes ordinances, regulations or
other requirements of any government unit or authority having jurisdiction.

10. SITE ALTERATIONS
---------------------

10.1 APPROVED SITE
------------------

TRITON has the right to erect, maintain, replace and operate at the Site only
that communications equipment specified on the SLA. It is understood that TRITON
shall have the right at each and every Site, subject to compliance with the
terms of this Agreement and particularly those set forth in this Section, to
replace the equipment described in a SLA with similar and comparable equipment
so long as: (a) there is no greater wind loading, structural loading, size,
weight or height; and (b) the equipment operates at the frequency or range of
frequencies designated in the applicable SLA, or at the frequency or range of
frequencies identified in TRITON's current FCC licensee or successor licensee
thereto, for the transmission of wireless communications signals at that given
Site. It is understood that any such replacement equipment must be frequency
compatible with then existing uses of the Site. Prior to commencing any material
alteration at a Site and prior to accessing the communications tower structure
for any reason whatsoever, TRITON must obtain CROWN's approval of:

(a) TRITON's plans for material alteration work; and

(b) the contractor performing the material alteration or in any way
accessing the tower structure itself.

CROWN's approval must not be unreasonably withheld, conditioned or delayed. All
of TRITON's alteration work must be performed:

(a) at TRITON's sole cost and expense;

(b) in a good and workmanlike manner, using the care and skill
ordinarily used by members of the profession practicing under
similar conditions at the same time and in the same geographic
area;

(d) must not adversely affect the structural integrity or maintenance
of the Site or any structure on or use of the Site.

Any alterations to a structure at the Site must be designed, at TRITON's sole
cost and expense, by a structural engineer licensed in the jurisdiction where
the Site is located. Notwithstanding the foregoing, for any structural
alterations of the communications facility, such structural engineer must be
approved by CROWN which approval will not be unreasonably withheld, conditioned
or delayed. For structural alterations requiring a municipal permit, the
structural engineer must be satisfactory to the local municipality.

Following the initial installation at a Site, any installation, maintenance,
material alteration or removal of equipment at a Site by TRITON and any
activities whatsoever requiring access to a tower structure, must be performed
by a contractor reasonably acceptable to CROWN (which acceptance may
specifically include a requirement that all such contractors provide to CROWN,
in advance of any such work, certificates of insurance consistent with the
provisions of this Agreement). CROWN's consent thereto shall not be unreasonably
withheld, conditioned or delayed.

Said erection, maintenance, replacement and operation will in no way damage or
mechanically interfere with CROWN's use of or any operations at the
communications facility. If damage or mechanical interference is caused by
TRITON and TRITON fails to make such repairs immediately after notice by CROWN,
CROWN may make the repairs and the reasonable costs thereof shall be payable to
CROWN by TRITON upon written notice. If TRITON does not make payment to CROWN
within thirty (30) days after such notice, CROWN shall have the right to
immediately terminate the applicable SLA. No materials may be used in the
installation of the antennas or transmission lines that will cause corrosion or
rust or deterioration of the tower structure or its appurtenances.

11. UTILITIES
--------------

TRITON acknowledges that CROWN's obligation as to utility service is indicated
above in Section 2.4.3.3. TRITON has the right, at TRITON's sole cost and
expense, to obtain electrical and telephone service to TRITON's equipment at the
Site subject to the terms and conditions of this Agreement and any limitations
contained in underlying real estate interests, including the Prime Lease. TRITON
understands and acknowledges that:

(a) the Site includes such non-exclusive easements as necessary to
enable TRITON to connect utility wires, cables, fibers and
conduits to its equipment; and

(b) CROWN does have the right to approve the route and the manner of
installation which approval shall not be unreasonably withheld,
conditioned or delayed.

12. ACCESS
-----------

TRITON shall have free access during the term of a SLA to the Site twenty-four
(24) hours per day, seven (7) days per week. TRITON acknowledges that the
foregoing access rights are subject to any restrictions identified in the
underlying real estate interests related to the communications facility,
including but not limited to any restrictions identified in the Prime Lease.
CROWN shall furnish TRITON with necessary devices for the purpose of ingress and
egress to the said Site and communications facility. It is agreed, however, that
only authorized engineers, employees or properly authorized contractors of
TRITON or persons under their direct supervision will be permitted to enter said
Site. TRITON will retain ownership of all buildings, equipment and appurtenances
TRITON installs at any Site; provided, however, that the removal of said
equipment will not adversely affect the integrity of any structures.

13. MEMORANDUM OF LEASE
------------------------

After execution of a SLA, each party, at the request of the other, will sign a
recordable Memorandum of Lease for the Site described in the SLA. CROWN, at its
sole expense, shall record the Memorandum of Lease in the land records of the
recording office(s) responsible for notice purposes.

14. INSURANCE
--------------

14.1 REQUIRED INSURANCE OF TRITON
---------------------------------

TRITON shall maintain at its expense throughout the term of this Agreement,
general liability insurance with a combined single limit of Five Million Dollar
($5,000,000.00) for each occurrence for bodily injury, personal injury and
property damage. Coverage shall include Independent Contractors Liability. At
execution of this Agreement, TRITON shall provide to CROWN a Certificate of
Insurance evidencing CROWN as an additional insured and which shall contain a
provision for thirty (30) day notice to CROWN of cancellation or material
change. TRITON shall also maintain Auto Liability insurance in an amount no less
than One Million Dollars ($1,000,000.00) combined single limit for bodily injury
and/or property damage. TRITON must also maintain statutory Workers'
Compensation Insurance and Employee's Liability for the statutory limit but in
no event less than One Million Dollars ($1,000,000.00). Such insurance
requirements may be obtained by having an umbrella policy. TRITON will not do or
permit to be done in or about the Site nor bring or keep or permit to be brought
to the Site anything that: (a) is prohibited by any insurance policy carried by
CROWN covering the Site, any overall improvements thereon, or the Site; or (b)
will increase the existing premiums for any such policy beyond that contemplated
for the addition of TRITON's communications equipment.

14.2 REQUIRED INSURANCE OF CROWN
--------------------------------

CROWN shall maintain at its expense throughout the term of this Agreement, the
following insurance (such insurance requirements may be obtained by having an
umbrella policy):

(a) Property insurance, including coverage for fire, extended
coverage, vandalism and malicious mischief on the Improvements,
in an amount equal to ninety percent (90%) of the full
replacement cost of the Improvements;

(b) Commercial General Liability insurance insuring operations
hazard, independent contractor hazard, contractual liability and
products and completed operations liability, in limits not less
than Five Million Dollars ($5,000,000.00) combined single limit
for each occurrence for bodily injury, personal injury and
property damage liability;

(d) Business Auto Insurance covering the ownership, maintenance or
use of any owned, non-owned or hired automobile, with a limit of
not less than One Million Dollars ($1,000,000.00) combined single
limit per accident for bodily injury and property damage
liability.

CROWN acknowledges and agrees that the installation of TRITON's communications
equipment upon the Site in accordance with the terms and conditions of this
Agreement will be considered within the underwriting requirements of any of
CROWN's insurers and such premiums contemplate the addition of the
communications equipment.

14.3 INSURANCE STANDARDS
------------------------

TRITON and CROWN agree to review the insurance requirements set forth in sub-
sections 14.1 and 14.2 above every five years and, as necessary, to revise such
requirements for the next five years to be consistent with then prevailing
industry standards.

14.4 INSURANCE RATING
---------------------

All insurers will be rated A-IX(9) 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 either party pursuant to the terms of this
Agreement.

14.4 WAIVER
-----------

The parties hereby waive any and all rights of action for negligence against the
other which may hereafter arise on account of damages to the premises or 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. TRITON
and CROWN shall each obtain a Waiver of Subrogation from their respective
insurance companies in which said insurance companies also waive their
respective rights to recover.

15. INDEMNIFICATION
--------------------

15.1 INDEMNIFICATION BY TRITON
------------------------------

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

15.2 INDEMNIFICATION BY CROWN
------------------------------

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

16. ASSIGNMENT AND GUARANTY
----------------------------

16.1 ASSIGNMENT BY TRITON
-------------------------

This Agreement may not be sold, assigned or transferred, in whole or in part, by
TRITON without prior approval or consent of CROWN (such approval and consent not
to be unreasonably withheld, conditioned, or delayed); provided, however, that,
notwithstanding anything to the

contrary contained herein, TRITON may sell, assign or transfer this Agreement or
any SLA without the written approval or consent of CROWN to (i) any affiliate of
TRITON or (ii) any person or entity that acquires, through merger, purchase or
otherwise, all or substantially all of the assets of TRITON. Additionally,
TRITON may, upon notice to CROWN, mortgage or grant a security interest in this
Agreement and TRITON's equipment, and may assign this Agreement and such
equipment to any such mortgagees or holders of security interests including
their successors or assigns (hereinafter collectively referred to as
"Mortgagees"). In such event, CROWN shall execute such consent to leasehold
financing as may reasonably be required by Mortgagees.

16.2 ASSIGNMENT BY CROWN
------------------------

This Agreement may not be sold, assigned or transferred, in whole or in part, by
CROWN without prior approval or consent of TRITON, which consent may not be
unreasonably witheld, conditioned or delayed. Furthermore, CROWN may assign its
interest herein without TRITON's approval once all sites under this agreement
are accepted by TRITON. Without limiting the foregoing, TRITON acknowledges that
CROWN intends to assign its rights and obligations with respect as to Site
Acquisition Services, Construction Services and any services related to the
Improvements to its wholly-owned subsidiary Crown Network Systems, Inc., a
Pennsylvania corporation. Additionally, CROWN may, upon notice to TRITON,
mortgage or grant a security interest in this Agreement or any of its assets
related to this Agreement, and may assign this Agreement and such assets to any
such mortgagees or holders of security interests including their successors and
assigns (hereinafter collectively referred to as "Mortgagees"). In such event,
TRITON shall execute such consent to leasehold financing as may reasonably be
required by Mortgagees.

17. CASUALTY OR CONDEMNATION
-----------------------------

17.1 CASUALTY
-------------

If there is a casualty to any structure upon which a TRITON communications
facility is located, CROWN must within forty-five (45) days repair or restore
the structure. During said period of repair or restoration, fees identified in
this Agreement applicable to that Site shall be abated. Upon completion of such
repair or restoration, TRITON is entitled to reinstall TRITON's communications
equipment. In the event such repairs or restoration will reasonably require more
than forty-five (45) days to complete, TRITON is entitled to terminate the
applicable SLA upon thirty (30) days prior written notice. Notwithstanding the
foregoing, TRITON may elect to pursue on its own, or through CROWN, an alternate
Site if such Site can be constructed in a shorter timeframe as reasonably
determined by TRITON.

17.2 CONDEMNATION
-----------------

If there is a condemnation of the Site, including without limitation a transfer
of the Site by consensual deed in lieu of condemnation, then the SLA for the
condemned Site will terminate upon transfer of title to the condemning
authority, without further liability to either party under this Agreement.
TRITON is entitled to pursue a separate condemnation award for TRITON's
communications equipment from the condemning authority.

18. SURRENDER OF SITE
----------------------

TRITON, upon termination of the Agreement or the applicable SLA, shall have
removed its equipment, personal property and all fixtures and have restored the
Site to its original condition, reasonable wear and tear excepted. If such time
for removal causes TRITON to remain on the Site after termination of this
Agreement or the applicable SLA, the annual fee shall be increased to one and
one-half times the then existing annual fee until such time as the removal of
all equipment is completed. Nothing in this provision shall be construed as
providing TRITON the right to hold over and CROWN, immediately upon the
termination or expiration of the Agreement or the applicable SLA, shall have the
right to remove TRITON from the Site.

19. INTERFERENCE
-----------------

TRITON agrees to have installed transmitting and receiving equipment of the
type, power and frequency consistent with its licenses. In the event TRITON'S
equipment fails to operate within such licensed power or frequency, and causes
interference, TRITON will take steps customary and reasonably necessary within
48 hours to eliminate such interference in a timely manner. CROWN agrees that
any future users of the Site who take possession after the date of execution of
any SLA will have properly installed transmitting and receiving equipment of the
type and frequency which will not cause interference to TRITON as defined by the
FCC. This provision shall not apply to test periods where the source of the
interference is being determined for purposes of suppression. IN THE EVENT THAT
ANY DEVICES INSTALLED ON A SITE AFTER THE DATE OF TRITON'S INSTALLATION AT SUCH
SITE, BY ANY AUTHORIZED USER SHALL INTERFERE WITH TRITON'S TRANSMISSION OR
RECEPTION, CROWN SHALL CAUSE THE INTERFERENCE TO BE ELIMINATED AS SOON AS
REASONABLY POSSIBLE AT NO COST TO TRITON. In the event such interference to
TRITON caused by a future user on a site is not analyzed with corrections
initiated within 48 hours, and does not cease within a reasonable period, the
parties acknowledge that continuing interference will cause irreparable injury
to TRITON and TRITON shall have the right, in addition to any other rights that
it may have at law or equity, to bring action to enjoin the interference or to
terminate the applicable SLA.

20. DEFAULT AND REMEDIES
-------------------------

20.1 TRITON'S DEFAULT
---------------------

The occurrence of any one or more of the following events constitutes an "Event
of Default" by TRITON under this Agreement:

(a) if TRITON fails with respect to any Site to pay any fee or other
sums payable by TRITON within thirty (30) business days of
TRITON's receipt of written request for payment;

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

(c) if any petition is filed by or against TRITON, 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
TRITON, such petition is not dismissed within sixty (60) days
after the filing thereof), or TRITON 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;

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

(e) if TRITON makes a transfer in fraud of creditors.

20.2 CROWN'S REMEDIES
---------------------

If an Event of Default occurs, CROWN (without notice or demand except as
expressly required above) may terminate this Agreement including applicable
SLAs, in which event TRITON will immediately surrender the Sites to CROWN.
TRITON will become liable for damages equal to the total of:

(a) the amounts owed hereunder; and

(b) the amount of any fees and other benefits that CROWN would have
received under the applicable SLAs for the remainder of the term
under the applicable SLA.

CROWN may elect any one or more of the foregoing remedies with respect to this
Agreement or to any particular SLA. CROWN agrees to forego seeking any
consequential damages.

20.3 CROWN'S DEFAULT AND TRITON'S REMEDIES
------------------------------------------

If CROWN is in breach of any representation, warranty or covenant set forth in
this Agreement or any Exhibit hereto and such breach is not cured within thirty
(30) days of receipt of written notice thereof, except such thirty (30) day cure
period will be extended as reasonably necessary to permit CROWN to complete the
cure so long as CROWN commences the cure within such thirty (30) day period and
thereafter continuously and diligently pursues and completes such cure, TRITON
may, at TRITON's option and upon written notice:

(a) terminate the applicable SLA; or

(b) incur any expense reasonably necessary to perform the obligation
of CROWN specified in such notice and invoice CROWN for the
actual expenses, together with interest as set forth herein from
the date named. (Any invoice shall be accompanied by
documentation reasonably detailing actual expenses. If CROWN
fails to reimburse the costs within thirty (30) days of receipt
of written notice, then TRITON is entitled to offset and deduct
such expenses from the fees or other charges next becoming due
under any SLA.)

TRITON agrees to forego seeking any consequential damages.

21. COVENANT OF QUIET ENJOYMENT
--------------------------------

CROWN covenants and warrants to TRITON that TRITON, upon the payment of all fees
and performance of all the material terms, covenants and conditions under this
Agreement, will have, hold and enjoy each Site leased under a SLA during the
term of the applicable SLA and any renewal or extension thereof. CROWN will not
take any action not expressly permitted under the terms of this Agreement that
will interfere with TRITON's intended use of the Site nor will CROWN fail to
take any action or perform any obligation identified in this Agreement to
fulfill CROWN's aforesaid covenant of quiet enjoyment in favor of TRITON.

22. COVENANTS AND WARRANTIES
-----------------------------

22.1 CROWN
----------

CROWN warrants, with respect to each particular SLA that:

(a) CROWN, or the entity for which CROWN 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 lease, easement, or other interest in the land on which
the Site is located and has the right of access thereto;

(b) CROWN will not permit or suffer the installation and existence of
any other improvement upon the structure or land of which the
Site is a portion if such improvement interferes with
transmission or reception by TRITON's communications equipment;

(c) the Sites, to the best knowledge of CROWN, are not contaminated
by any Environmental Hazards as set forth in Section 23 below;

(d) telephone service and electrical service are available to TRITON
at each and every Site with the understanding that TRITON will
pay for utility services needed to operate its communications
equipment; and

(e) CROWN will keep, at CROWN's expense, the communications structure
upon which TRITON's antennas are installed in good repair as
required by law and applicable state and local codes and
regulations and shall also comply with all rules and regulations
enforced by the FCC and FAA with regard to the lighting, marking
and painting.

22.2 TRITON
-----------

TRITON warrants, with respect to each particular SLA that:

(a) TRITON will maintain the antennas, transmission lines and other
appurtenances in proper operating condition and maintain same as
to appearance and safety; and

(b) all installations and operations by TRITON in connection with
this Agreement shall meet with all applicable rules and
regulations of the FCC and all applicable state and local codes
and regulations. CROWN specifically assumes no responsibility for
the licensing, operation and/or maintenance of TRITON's radio
equipment.

22.3 MUTUAL
-----------

Each party represents and warrants to the other party:

(a) it has full right, power and authority to make this Agreement and
to enter into the SLAs;

(b) 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;

(d) all persons signing on behalf of such party were authorized to do
so by appropriate corporate or partnership action.

22.4 NO BROKER
---------------

CROWN and TRITON 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.

23. ENVIRONMENTAL MATTERS
--------------------------

CROWN represents and warrants that to the best of CROWN'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 TRITON remediate any Environmental
Hazards located at any Site unless TRITON or TRITON's officers, employee, agents
or contractors placed the Environmental Hazards on the Site. TRITON will not
bring to, transport across or dispose of any Environmental Hazards on any
particular premises or Site without CROWN's prior written approval, which
approval shall not unduly be withheld or delayed. TRITON's use of any approved
substances constituting Environmental Hazards must comply with all applicable
laws, ordinances and regulations governing such use.

The term "Environmental Hazards" means hazardous substances, hazardous wastes,
pollutants, asbestos, polychlorinated biphenyl (PCB), petroleum or other fuels
(including crude oil or any fraction or derivative thereof) and underground
storage tanks. The term "Hazardous Substances" shall be defined in the
Comprehensive Environmental Response, Compensation, and Liability Act, and any
regulations promulgated pursuant thereto. The term "Pollutants" shall be as
defined in the Clean Water Act, and any regulations promulgated pursuant
thereto. This Section shall survive termination of the Agreement and any
particular SLA.

24. PRIME LEASE
----------------

The parties acknowledge that CROWN's rights in a Site may be derived from a
separate agreement with a third party hereinafter referred to generally as a
"Prime Lease," in which CROWN is lessee, grantee or licensee therein. If this is
the case, a copy of said Prime Lease shall be attached as Exhibit "4" to the
SLA, and the following provisions shall be applicable. In the event approval of
the prime lessor, grantor or licensor is required in the Prime Lease, the
effectiveness of any SLA concerning such property shall be specifically subject
to the obtaining of such approval. Further, all the terms, conditions and
covenants contained in this Agreement shall be specifically subject to and
subordinate to the terms and conditions of any Prime Lease affecting the Site
that is the subject of the particular SLA. In the event any of the provisions of
the Prime Lease supersede or contradict the terms of this Agreement, such terms
of this Agreement shall be deemed deleted or superseded to the extent of the
contradiction as applicable to the Site utilized by TRITON. Further, TRITON
agrees to be bound by and agrees to perform all the acts and responsibilities
required of the lessee, grantee or licensee pursuant to the Prime Lease as are
applicable to the access and occupancy of the premises utilized by TRITON.
Lastly, in the event the Prime Lease terminates for any reason, the SLA relating
to the Site covered by said Prime Lease, shall be deemed to have terminated
effective the date of the termination of the Prime Lease.

25. ENTIRE AGREEMENT
---------------------
It is agreed and understood that this Agreement, including all SLAs, contain all
the agreements, promises and understandings between CROWN and TRITON as to the
Build to Suit services set forth herein and that no verbal or oral agreements,
promises or understandings shall be binding upon either CROWN or TRITON in any
dispute, controversy or proceeding at law, and any addition, variation or
modification to this Agreement shall be void and ineffective unless made in
writing signed by the parties. As such, 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. Notwithstanding
the foregoing, the parties agree to continue to be bound by that Confidentiality
Agreement dated November 12, 1998.

26. SEVERABILITY
-----------------

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 is
valid and enforceable to the fullest extent permitted by law.

27. BINDING EFFECT
-------------------

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

(REMAINDER OF PAGE LEFT INTENTIONALLY BLANK)

28. CAPTIONS
-------------

The captions of this Agreement are inserted for convenience only and are not to
be construed as part of this Agreement or the applicable SLA or in any way
limiting the scope or intent of its provision.

29. 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.

30. REPRESENTATION
-------------------

The parties acknowledge and agree that they have been represented by counsel and
that each of the parties has participated in the drafting of this Agreement.
Accordingly, it is the intention and agreement of the parties that the language,
terms and conditions of this Agreement are not 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.

(REMAINDER OF PAGE LEFT INTENTIONALLY BLANK)

31. 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. Notices are effective
upon receipt, or upon attempted delivery if delivery is refused or if delivery
is impossible because of failure to provide reasonable means for accomplishing
delivery. The notices shall be sent to the parties at the following addresses:

As to TRITON: Triton PCS Property Company L.L.C.
c/o Triton Management Company, Inc.
000 Xxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxxx 00000
Attn: President

As to CROWN: Crown Communication Inc.
000 Xxxxxxxxxxx Xxxxxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attn: Legal Department

CROWN or TRITON may from time to time designate any other address for this
purpose by giving written notice to the other party.

32. GOVERNING LAW
------------------

The laws of the Commonwealth of Pennsylvania, disregarding conflict of law
principles, shall govern this Agreement.

33. THIRD PARTIES
------------------

Any obligations imposed on TRITON in this Agreement shall be equally and fully
applicable to any other third parties that TRITON brings on to the property or
comes upon the property through or under the authority of TRITON.

34. COMPLIANCE WITH FCC RADIO FREQUENCY
----------------------------------------
RADIATION REQUIREMENTS
----------------------

34.1 FUTURE COOPERATION
-----------------------

In the event that TRITON desires to add equipment for new services under a new
or revised SLA (subsequent to an existing Site that has been accepted by TRITON
in accordance with Section 2.3), TRITON will cooperate with CROWN to identify
and resolve any non-compliance with FCC exposure limits prior to construction or
as required by the FCC.

34.2 PROTECTION OF WORKERS OR PUBLIC
------------------------------------

TRITON agrees to temporarily reduce power to allow for maintenance of the tower
upon reasonable notice to prevent possible overexposure of workers to RF
radiation.

34.3 CROWN'S OBLIGATIONS
------------------------

CROWN agrees not to permit any subsequent installation and/or modification on or
to the Site if such installation and/or modification would put any user of the
Site into non-compliance with the FCC's exposure limits for radio frequency
radiation. CROWN further agrees to limit access to the general public in areas
where the FCC's exposure limits are exceeded and agrees to post appropriate
signs warning the general population of such limited access. CROWN also agrees
to create and maintain a site safety plan including limits to RFE exposure as
required by OSHA.

34.5 MUTUAL CERTIFICATIONS
--------------------------

CROWN and TRITON each certifies to the other that (i) it has adopted (or is in
the process of adopting) a safety plan for its employees working in the vicinity
of the Site to ensure that no such person is exposed to RF emissions in excess
of the limits specified by the FCC; (ii) it has distributed (or will distribute)
the safety plans to its employees who have the potential to be exposed to RF
emissions in excess of FCC prescribed limits; and, (iii) its employees have been
directed to comply with the safety plan. Furthermore, CROWN and TRITON agree
that any authorized subcontractors working on either's behalf shall be required
to comply with applicable FCC and Occupational Safety and Health Administration
("OSHA") requirements applicable to RF radiation.

35. INDEX OF TERMS
--------------------

A Sites...............................................................7, 9, 12
Adjusted Fee............................................................ 17
Adjustment Date......................................................... 17
Agreement............................................................... 6
Annual Fee.............................................................. 17
B Sites................................................................. 7, 9
BTS..................................................................... 15
Clean Water Act......................................................... 31
Commencement Date....................................................... 16
Confidentiality Agreement............................................... 31
Construction Services.................................. 7, 9, 10, 11, 15, 32
CROWN................................................................... 6
Crown Site Acquisition Standards........................................ 10
Environmental Hazards.............................................. 24, 29, 30
Event of Default........................................................ 27
Facility................................................................ 15, 4
FCC..................................................................... 16
Force Majeure........................................................... 9
Government Approvals.................................................... 15
Hazardous Substances..................................................... 31
Improvements...................... 9, 10, 12, 15, 17, 19, 23, 25, 16, 32, xiv
Optimization Services.................................................... 32
OSHA................................................................. 35, xiv
Pollutants............................................................... 31
Primary Site........................................................ 7, 8, iii
Prime Lease................................................ 16, 21, 22, 31, 5
Proposal................................................................. 7
Rent Commencement Date................................................... 17
RFE................................................................... 27, 35
Search Areas.............................................................. 7
Site...................................................................... 6
Site Acceptance Package................................................... 9
Site Acquisition Package................................................ 6, 8
Site Acquisition Services................................................. 9
Site Development Agreement................................................ 7
Sites..................................................................... 6
SLA....................................................................... 6
SLA Response............................................................ 7, 8
Substantial Completion.................................................... 9
Tech Team Visit Checklist................................................. 8
TRITON.................................................................... 6
Viable Co-Locate Candidates............................................... 7

[INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, CROWN and TRITON have executed this Agreement as of the
date first above written.

TRITON PCS PROPERTY COMPANY L.L.C.
BY: TRITON MANAGEMENT COMPANY, INC., ITS MANAGER

By: ______________________________
Name: Xxxxx Xxxxx
Title: CTO and Executive Vice-President

CROWN COMMUNICATION INC., A
DELAWARE CORPORATION

By: ______________________________
Xxxx X. Xxxxx, Executive Vice President
and Chief Operating Officer

EXHIBIT "A" TO THE MASTER BUILD TO SUIT LEASE AGREEMENT
-------------------------------------------------------

INITIAL SITES*
--------------

Site and Market Areas
---------------------

---------------------------------------------------------------------------------------------------------------------------
SITE STATE BTA NUMBER OF BUILD TO CROWN SITE
TYPE SUITS ACQUISITION
SERVICES
REQUIRED
---------------------------------------------------------------------------------------------------------------------------

A North Carolina Goldsboro-Kingston 8 Yes
---------------------------------------------------------------------------------------------------------------------------
A North Carolina Greenville-Washington 8 Yes
---------------------------------------------------------------------------------------------------------------------------
A North Carolina Jacksonville 4 Yes
---------------------------------------------------------------------------------------------------------------------------
A North Carolina New Bern 8 Yes
---------------------------------------------------------------------------------------------------------------------------
A North Carolina Rocky Mount-Xxxxxx 6 Yes
---------------------------------------------------------------------------------------------------------------------------
A North Carolina Martinsville 4 Yes
---------------------------------------------------------------------------------------------------------------------------
A North Carolina Norfolk 2 Yes
---------------------------------------------------------------------------------------------------------------------------
B Virginia Danville 4 No
---------------------------------------------------------------------------------------------------------------------------
B Virginia Harrisonburg 4 No
---------------------------------------------------------------------------------------------------------------------------
B Virginia Lynchburg 12 No
---------------------------------------------------------------------------------------------------------------------------
B Virginia Roanoke 0 No
---------------------------------------------------------------------------------------------------------------------------
B Xxxxxxxx Xxxxxxxx 8 No
---------------------------------------------------------------------------------------------------------------------------
B Xxxxxxxx Xxxxxxxxxx 7 No
---------------------------------------------------------------------------------------------------------------------------
B Virginia I-64 Richmond to 4 No
Norfolk
---------------------------------------------------------------------------------------------------------------------------
B Virginia I-95 Richmond to 5 No
Fredericksburg
---------------------------------------------------------------------------------------------------------------------------
B Virginia I-64 Richmond to 7 No
Charlottesville
---------------------------------------------------------------------------------------------------------------------------
B Virginia Xxxxx 00 0 Xx
Xxxxxxxxxxxxxxx to
Xxxxxxxxx
---------------------------------------------------------------------------------------------------------------------------
B Virginia I-64 Charlottesville 0 No
to Waynesboro
---------------------------------------------------------------------------------------------------------------------------
B Tennessee Kingsport-Xxxxxxx City 34 No
---------------------------------------------------------------------------------------------------------------------------

* This table identifies the areas and approximate number of sites that may
become available as new towers in Virginia, North Carolina and Tennessee.

EXHIBIT "B" TO THE MASTER BUILD TO SUIT LEASE AGREEMENT
-------------------------------------------------------

SITE LEASE ACKNOWLEDGMENT
-------------------------

This Site Lease Acknowledgment (the "SLA") is made this ____ day of _________,
19___, by and between TRITON PCS PROPERTY COMPANY L.L.C. ("TRITON") and CROWN
COMMUNICATION INC. ("CROWN"), as part of that certain Master Build to Suit Lease
Agreement (the "Agreement") by and between the parties hereto, dated
___________, 1998. Pursuant and subject to the Agreement, CROWN hereby leases
that portion of the Site described below for the installation, operation and
maintenance of the following wireless communications facility (the "Facility"):

1. The Facility shall consist of TRITON's right to lease the portion of the
Site on that certain parcel of property located in the City of _______________,
the County of ________________ in the State of _______________, more
particularly described as a ___ feet by ___ feet parcel containing approximately
_____ square feet situated at ______, together with the non-exclusive right for
ingress and egress, seven days a week, twenty-four hours a day, on foot or motor
vehicle, including trucks, and for the installation and maintenance of utility
wires, poles, cables, conduits and pipes, over, under or along a ____ feet wide
right of way extending from the nearest public right of way, _____________, to
the demised premises, said premises and right of way for access being
substantially as described in Exhibit "1" to the SLA attached hereto and made a
part hereof. In the event any public utility is unable to use the described
right of way, CROWN hereby agrees to grant, if CROWN has the ability to grant
such right at no additional expense to CROWN, an additional right of way to
TRITON at no cost to TRITON.

2. TRITON shall have the right to install antennas and equipment consistent
with the specifications and in the locations described below:

Manufacturer and type-number: _______

Number of antennas: _______
Weight and dimension of antenna(s) (LxWxD): _______
Transmission line mfr. & type no.: _______
Diameter & length of transmission line: _______
Location of antennas (as described in Exhibit "2"
attached hereto and made a part hereof): _______
Height of antenna(s) on structure: _______
Direction of radiation: _______
Equipment area/building space dimensions (as described
in Exhibit "3" attached hereto and made a part hereof): _______
Frequencies/Max Power Output _______

3. Unless otherwise agreed in writing, CROWN shall not be responsible for
supplying heating, air conditioning, air conditioning distribution, cable trays,
utilities or emergency power.

4. The Initial Rent due by TRITON is $ ______.

5. TRITON acknowledges that CROWN's rights in the Site derive from a certain
agreement dated ______ between CROWN and ______, hereinafter referred to as the
"Prime Lease" which is to be attached as Exhibit "4" to the SLA attached hereto
and made a part hereof. CROWN shall not terminate the Prime Lease prior to the
expiration of its term or any subsequent extension terms without the express
written consent of TRITON and CROWN shall exercise its rights to extend the term
of the Prime Lease to accommodate TRITON's use of the Site. In the event CROWN
receives any written notice of failure to pay or failure to perform any
covenant, agreement or obligation, CROWN shall notify TRITON of such notice as
soon as the notice is received by CROWN pursuant to the terms of the Prime Lease
and TRITON may take any such action to cure any such failure if CROWN does not
cure the same within the time frame allotted in the Prime Lease. TRITON shall
not be under any obligation to take such action but may do so solely at its own
discretion. In the event TRITON pays any amount or performs any obligations on
behalf of CROWN pursuant to the terms of the Prime Lease, such amounts paid or
the reasonable value of the performance may be deducted from the amount that
would otherwise be due pursuant to this Agreement.

6. TRITON shall have the right to terminate the SLA as provided in Section
2.4.2 of the Agreement.

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

TRITON PCS PROPERTY COMPANY L.L.C.
BY: TRITON MANAGEMENT COMPANY, INC., ITS MANAGER

By: ____________________
Name: ____________________
Title: ____________________

CROWN COMMUNICATION INC.,
A DELAWARE CORPORATION

By: ____________________
Xxxx X. Xxxxx, Executive Vice President
and Chief Operating Officer

Exhibit "1" to the SLA
----------------------

SITE DESCRIPTION
----------------

Exhibit "2" to the SLA
----------------------

LOCATION OF ANTENNAS
--------------------

Exhibit "3" to the SLA
----------------------

EQUIPMENT AREA/BUILDING SPACE
-----------------------------

Exhibit "4" to the SLA
----------------------

PRIME LEASE
-----------

EXHIBIT "C" TO THE MASTER BUILD TO SUIT LEASE AGREEMENT
-------------------------------------------------------

EXHIBIT C

SCOPE OF WORK

SERVICES: To enable TRITON to develop, deploy and deliver its PCS network, CROWN
has been engaged to perform the various services as more specifically described
in the Attachments to this Exhibit C ("Services").

Work Item Site Type Exhibit Milestone
--------- --------- ------- ---------

Pre-Zoning A C-1 Site Selection
Pre-Design A C-2 Site Selection
Site Selection A C-3 Site Selection
Site Acquisition A & B* C-4 Site Acquisition
Site Survey A & B C-5 Site Construction
Environmental Trans. Screen/NEPA A & B C-6 Site Construction
Geotechnical Report A & B C-7 Site Construction
FAA Survey A & B C-8 Site Acquisition
Zoning A C-9 Site Zoning
Building Permit A & B C-10 Site Construction
Construction Management A & B C-11 Site Construction
Project Reporting A & B* C-12 Site Construction
Project Management A & B** C-13 Site Construction
Closeout A & B** C-14 Site Closeout

* as noted
** except as noted

DEFINITIONS: For purposes of this Agreement, in addition to the items
identified in Section 35 of the Agreement, the following words will have the
following meanings:

"Deliverables" means any items or work product arising from the performance of
CROWN's Services under this Agreement and delivered to TRITON, including letters
of intent, leases, purchase agreements, zoning approvals, building permits,
soil, environmental, title and site reports and studies, drawings, status
reports and similar data, as are to be provided by CROWN under this Agreement.

"PCS" Equipment means TRITON's towers, antennas and related equipment necessary
to deploy and deliver PCS from Sites in the Trading Areas covered by this
Agreement.

"RF" means Wireless Facilities, Inc. or other radio frequency engineering
resource selected by TRITON.

"Site Selection Milestone" means completing to the satisfaction of the TRITON
the Pre-Zoning, Pre-Design and Site Selection Services described in Exhibits C-1
through C-3.

"Site Acquisition Milestone" means completing to the satisfaction of TRITON all
Site Acquisition, and FAA Survey Services described in Exhibits C-4 and C-8.

"Site Zoning Milestone" means completing to the satisfaction of TRITON all
Zoning Permit Services described in Exhibit C-9.

"Site Construction Milestone" means completing to the satisfaction of TRITON all
Site Survey, Environmental Transaction Screen/NEPA , Geotechnical Report,
Building Permit, Construction Management, Project Reporting and Project
Management services described in Exhibits C-5 through C-7 and C-10 through C-13.

"Site Closeout Milestone" means completing to the satisfaction of TRITON all
Closeout and documentation Services described in Exhibit C-14.

"Search Area" means an area defined by RF as the area in which CROWN should
identify Viable Candidates as indicated by a search ring overlaid on a map to
achieve stated coverage objectives.

"Building Permit" means a permit for construction and any other permits required
by the authorities having jurisdiction that must be issued prior to the start of
construction.

"Third Parties" means other parties that TRITON or CROWN contract in the
performance of their respective obligations under this Agreement.

"Trading Areas" means the BTAs listed in Exhibit A.

EXHIBIT C-1

PRE-ZONING (A SITES)

1. CROWN will provide for TRITON approval zoning classifications to be
utilized in this phase of the project.

2. CROWN will identify, as defined by TRITON, all zoning jurisdictions within
the Search Area. CROWN will obtain zoning maps and regulations for each
jurisdiction, identifying all restrictions, including, but not limited to;
locations, height restrictions, setback requirements, fence height
restrictions, tower fall zones, and other restrictions. CROWN will obtain
the names and telephone numbers of zoning and building permit contact
persons.

EXHIBIT C-2

PRE-DESIGN (A SITES)

1. CROWN will identify and catalog all potential sites available to TRITON
from site providers that previously leased space to a CROWN client (to
extent consistent with CROWN's confidentiality obligations to such third
parties), expressed an interest in leasing space to TRITON or are found in
any database listing sites where collocations or communications sites are
welcomed or desired ("Friendly Sites").

2. CROWN will analyze the zoning information collected in Exhibit C-1 to
predetermine the most viable locations and site types within each search
area based on a preliminary zoning prognosis.

EXHIBIT C-3

SITE SELECTION (A SITES)

1. RF will issue a search area based on its preliminary design (such design will
consider Friendly Sites).

2. RF will deliver search areas to TRITON, which will then issue search areas to
CROWN.

3. CROWN, unless terms or TRITON dictate otherwise, must always give preference
to sites available under TRITON's existing master lease agreements entered
into by TRITON ("Master Leases"). If CROWN cannot utilize sites under Master
Leases, written documentation must be provided to TRITON giving justification
as to why sites under Master Leases cannot be used.

4. CROWN will visit each search area for the purpose of identifying candidates,
catalog ALL viable candidates, prioritize the candidates, and submit the 3
most viable candidates for TRITON approval.

5. A "Viable Candidate" is a site that meets the following criteria:

5.1. The Candidate meets or exceeds RF design requirements based on
acceptable drive tests and/or propagation model results.
5.2. CROWN has determined that the respective property owner (s) has (have)
expressed interest in entering into a lessor-lessee relationship with
TRITON.
5.3. CROWN has determined that the proposed site can be permitted in
accordance with local ordinances within the agreed upon timeline set
forth in Exhibit F.
5.4. CROWN has determined that the proposed site is constructible and can be
completed within the time limits set forth in Exhibit F.

6. CROWN will prioritize the candidates submitted based on leasing and zoning
prognosis to identify the relative viability of the candidates. CROWN will
not submit candidates that cannot be leased and zoned within the agreed upon
timeline set forth in Exhibit F.

7. CROWN will identify a minimum of three (3) viable candidates for each search
area within 20 work days after receipt of the search area from TRITON. CROWN
shall have an additional 10 days to identify potential candidates for
additional search areas if TRITON has delivered more than 50 search areas to
CROWN within a calendar week. If three (3) such candidates are not
available, CROWN will furnish to TRITON a written explanation of CROWN's
reason(s) why unavailable.

8. CROWN will provide search area reports containing the following minimum
information:

BTA (Trading Area).
Site name.
Acquisition Agent.
GPS coordinates.
Site locale.
Site address or exact location if address unavailable.
4 photos taken from site (photos should be taken for a 360 degree orientation
for all collocation Sites).
Name of site owner and manager and address (if applicable).
Lessor name and address.
Proposed monthly lease rate/purchase price/term.
Physical data (overall structure height, height(s) available to mount
antennas, space available for TRITON's electronic equipment, distance
for coax from antennas to equipment, tower manufacturer and type,
primary use of structure, etc.) Additional specifics will be required as
needed by TRITON.
Presence of transmitters, receivers or antennas visible in the area including
operating frequencies, photographs.

Indicate if space available is/has:

Clean.
phone circuits.
ventilation.
loading dock.
pest infestation.
air conditioning.
emergency power.
moisture/water.
24 hrs/7 day access.
elevator to equipment room.
adjacent or nearby man-made or natural obstructions.
transmitter shelter area - prepare drawings.
describe exact dimensions and locations.
electrical service available.
map with street level detail showing site location.
additional information to assist with site evaluation.

9. TRITON will approve or reject candidates within seven (7) calendar days or
re-design a search area within fourteen (14) calendar days, at TRITON's
option.

10. Site Selection is complete when enough candidates have been submitted with
enough leasing and zoning information to allow for the designation of a
primary and secondary candidate for that search area as provided in Exhibit
C-4(2.2).

11. CROWN will utilize necessary resources to comply with TRITON's established
scheduled time lines in accordance with this Agreement.

Notwithstanding the foregoing, upon request from CROWN, TRITON may modify its
requirements to decrease the number of site candidates for each search area to
less than three, if TRITON reasonably believes such reduction will facilitate
the objectives of the Agreement.

EXHIBIT C-4

SITE ACQUISITION (A & B SITES AS NOTED)

1. GENERAL (A SITES)

1.1. CROWN shall coordinate closely all site acquisition work with any Third
Party and TRITON.

1.2. CROWN shall coordinate (and attend if necessary) with owners, TRITON,
and contractors to provide site access for drive tests, RF evaluation,
construction evaluations, or any other reasonable evaluation.

1.3. CROWN shall provide an Inventory (RF Emissions Inventory), to the
extent reasonably possible, of all antennas and microwave dishes on
collocation sites providing the carrier, technology, number of
channels, transmit and receive frequency, power, antenna gain and type.
As part of this inventory CROWN shall provide a sketch locating
(dimensioning) each antenna or microwave dish on the structure
including rad center. CROWN is not obligated to climb any antenna
support facilities or perform any tower mapping to fulfill its
obligation under this Section.

2. LEASING AND SITE ACQUISITION (A SITES)

2.1. CROWN will use CROWN's standard form of lease Agreement as approved by
TRITON. CROWN will pursue raw land candidates only when such candidates
are a better choice from a cost and time to market prospective as
defined by TRITON, or as a backup candidate. Search rings where there
are better choice candidates (candidates better than raw land from a
time to market prospective) will be removed from the scope of this
contract and completed under the Site Development Agreement between
TRITON and CROWN dated November 12,1998, if an A site, or be removed
from the scope of this contract and completed by others if a B site.

2.2. TRITON shall select one primary and one secondary candidate site per
search area for which CROWN shall secure a leasehold or other ownership
interest in the primary and the secondary if so requested by TRITON. At
its sole discretion, TRITON may reduce the required three candidate
sites per search area to one or two sites, as well as require two
leasehold interests to be secured.

2.3. CROWN shall provide a lease summary that provides a summary of all
changes to CROWN's standard lease, all language that is not consistent
with CROWN's standard lease in the case of an Owner lease, all business
terms including but not limited to rate, escalation, access limitations
and construction requirements, and a search area analysis that clearly
identifies why the lease should be accepted by TRITON.

2.4. CROWN shall identify and procure any additional easements or secondary
ground leases needed for ingress or egress to each site.

3. TITLE & OWNERSHIP (A SITES)

3.1. Due diligence with respect to title of all sites to be acquired by
TRITON (by lease, purchase or otherwise) shall be performed at the
option of TRITON as follows:

3.1.1. Acquire an ownership and encumbrance report ("O&E Report") from
a nationally known title insurance company satisfactory to
TRITON which sets forth the same information as required for an
ALTA title insurance policy described below relating to the
proposed site (to the extent ascertainable by the title
company);

3.1.2. Acquire an ALTA title insurance policy on ground leases,
insuring that CROWN is the owner of the leasehold estate
created by the lease covering the site in question, such policy
to be issued by a nationally recognized title insurance company
acceptable to TRITON and CROWN and to be in such amount and to
contain such exceptions to title as are satisfactory to TRITON
and CROWN and in this regard the title insurance requirements
to be followed by CROWN with respect to the insuring of the
leasehold shall be as requested by TRITON.

3.2. CROWN shall manage all title curative work identified in the title
report analysis.

4. THIRD-PARTY SERVICES (A & B SITES EXCEPT AS NOTED)

4.1. Perform or coordinate with the third party to ensure that all applicable
due diligence tests and studies have been performed prior to the start
of site construction to determine to TRITON's and CROWN's reasonable
satisfaction that the proposed site is suitable for TRITON's and CROWN's
intended use, including, but not limited to:

4.1.1. with respect to ground lease sites and vacant land sites only,
soil suitability and compaction testing in accordance with
Exhibits C-6 and C-7;

4.1.2. with respect to sites where TRITON's electronic equipment will
be located on or in existing improvements constructed prior to
1980, obtain an asbestos survey; and

4.2. CROWN shall order and manage (except for title reports for B Sites) and
receive, review, analyze, and make recommendations for TRITON review for
title reports, environmental reports, structural reports, geotechnical
reports, surveys, and other evaluations as required during the
development of the site..

4.3. CROWN shall manage the services provided by architects, engineers,
environmental consultants, surveyors and other third-party contractors
as may be required to carry out this component of service. All such
third-party contractors shall contract directly with CROWN to provide
their services. TRITON reserves the right to approve or disapprove any
third-party contractors or consultants recommended by CROWN.

4.4. CROWN shall procure and provide owner information for the purpose of
site design including, but not limited to: existing drawings, deeds,
zoning ordinances, zoning checklists, drawing review checklists, zoning
maps, tax maps, frequency and antenna spacing information and owner
limitation on the use of space.

5. CONFIRMATIONS (A SITES, EXCEPT AS INDICATED)

5.1. The following shall be performed and confirmed in writing by CROWN or
CROWN shall coordinate with a Third Party to perform and confirm in
writing:

5.1.1. Legal access to the site;

5.1.2. The site will have adequate utility service available consistent
with specifications provided by TRITON to CROWN;

5.1.3. Necessary building permits or other required governmental
approvals relating to the construction and installation of
TRITON's and CROWN's equipment or other improvements at the site
(A & B Sites);

5.1.4. No easements, conditions, restrictions, liens or other matters
exist of record which negatively impact TRITON's or CROWN's
ability to use the site for its intended purposes, and that
there are no delinquent taxes or assessments;

5.1.5. Properly zoned for TRITON's and CROWN's intended use or whether
a zoning change or variance will be necessary;

5.1.6. Receipt in a recordable form of a Memorandum of Lease and any
Subordination and Non-Disturbance Agreements for signature by
applicable parties, substantially in forms provided by CROWN and
reasonably acceptable to TRITON;

5.1.7. That CROWN has obtained detailed construction drawings and plans
and specifications for all improvements to be constructed or
located upon the site (A & B Sites);

5.1.8. Obtain resolutions or other appropriate authorizations or
consents pertaining to the due execution and delivery of the
lease in question by the lessor/owner of the site.

6. LAND PURCHASE (A SITES)

6.1.0 If the site is to be acquired by purchase, CROWN shall in addition to
Sections 1 through 5 above:

6.1.0.1 Complete all due diligence items to TRITON's and CROWN's
reasonable satisfaction which are conditions to CROWN's
purchase of a site as set forth in a purchase agreement
(which is to be substantially in the form provided by CROWN
and acceptable to TRITON), including, without limitation,
all requirements and conditions pertaining to title
insurance, survey matters, soil testing, environmental
compliance, governmental authorizations and approvals
relating to the development of the site for TRITON's and
CROWN's intended use of it, the availability of adequate
utility service and legal access to the site, and any other
matters permitted by the terms and provisions of a purchase
agreement to enable TRITON and CROWN's to reasonably
determine whether the site is suitable for TRITON's and
CROWN's intended use of it;

6.1.0.2 Collect from the seller of the site for delivery to CROWN
all documents, surveys, drawings and other information
pertaining to the site which the seller is required to
deliver to CROWN pursuant to the terms of a purchase
agreement;

6.1.0.3 Assure that all requirements of the title company with
respect to the issuance of its policy of owner's title
insurance are satisfied prior to the closing date, to the
extent feasible, but if CROWN completes the purchase of a
site with outstanding title requirements unsatisfied, and
CROWN has so advised TRITON in writing thereof, then CROWN
has no liability or responsibility to TRITON with respect to
any such unsatisfied requirement.

EXHIBIT C-5

SITE SURVEY (A & B SITES)

1. The Topographic Survey shall be completed within ten (10) business days from
the "Notice to Proceed". Some sites may require a second trip to stake out
monopole/tower foundation centerpoints. All surveys will provide sufficient
information to complete an accurate set of zoning and construction drawings
and shall conform to the requirements of the municipality having
jurisdiction.

1.1. Metes and Bounds survey

1.2. Prepare a boundary survey of the lease area. Show length and bearing of
each line and all significant surface features. This includes natural
features such as lakes, ponds, streams, rock formations, etc. Show all
easements, buildings, utility lines (overhead or underground), fences,
driveways, etc. Tie base area to the parcel containing lease area.
Indicate total square footage area of site and acreage.

1.3. Prepare a contour survey of the lease area. Use contour intervals of
one (1) foot or as required by zoning regulations unless otherwise
directed. Contour lines shall extend 25 feet beyond the boundary of the
leased area in all directions or as required by zoning regulations.

1.4. Indicate roads abutting the property with applicable rights-of-way.

1.5. Stake center point of monopole, tower leg and guy wire anchor pier
foundations.

1.6. Stake corner of lease boundary.

1.7. Set an elevation control point or bench xxxx.

1.8. Coordinate longitude/latitude conforming to the North American Datum
of 1927 (NAD27) or 1983 (NAD83), as agreed to by TRITON and CROWN.

1.9. Show North (true) using two points with backsight. Stake one azimuth
off True North (Sector A per RF design).

1.10. Include a title block with surveyors' name and address, telephone
number, and date of survey on the drawing. The surveyor's name,
address, date of map production, and registered land surveyor's seal
shall appear on each drawing.

1.11. Indicate whether or not the property is located in a flood zone, and if
so, show the limits of the 100-year flood hazard.

1.12. Provide a 2C Certificate meeting the FAA regulations for all new
structures and existing structures over 199' or where applicable to
meet FAA regulations. The coordinates and elevation shall be
determined for the highest point on the structure or a point
determined by TRITON. The certificate shall include the registered
land surveyor's seal.

1.13. The surveyor shall provide three copies of the drawings on mylar or
high quality bond paper and an electronic file of the drawing. The
electronic file shall be in AutoCAD Release 12 or higher version.

EXHIBIT C-6

ENVIRONMENTAL SCREENING/NEPA (A & B SITES)

1. CROWN will provide an Environmental Transaction Screen or a Phase I
Environmental Site Assessment at TRITON's option .

1.1. PHASE I ENVIRONMENTAL SITE ASSESSMENT (ESA)
-----------------------------------------------

1.1.1. Schedule: All Phase I shall be completed within ten (10)
business days from "Notice to Proceed".

1.1.2. The purpose of a Phase I ESA is to identify and define
recognized environmental conditions within the range of
contaminants within the scope of the Comprehensive Environmental
Response, Compensation, and Liability Act (CERCLA) and petroleum
products. As such, the Phase I ESA satisfies one of the
requirements to qualify for the innocent Company defense to
CERCLA liability: that is, the practices that constitute "all
appropriate inquiry into the previous Ownership and uses of the
property consistent with good commercial or customary practice,"
as defined in 42 USC 9601(35)(B). The ESAs will be conducted in
accordance with American Society for Testing and Materials
(ASTM) Standard: E 1527-94 Practice for Environmental Site
Assessments for Commercial Real Estate, and will consist of four
components: records review, site reconnaissance, interviews, and
a Phase I report. In addition, the Federal Communication
Commission's (FCC) checklist for the National Environmental
Policy Act (NEPA) will be completed as part of the Phase I ESA
report. Each of the Phase I ESA components is discussed in the
following subsections.

1.1.3. Records Review

1.1.3.1. The record review will include a review of environmental
databases, physical setting sources, and historical use
information. The environmental database search will
include both federal and state databases to ASTM-specified
radii of the site. Databases will include the National
Priorities List; the Comprehensive Environmental Response,
Compensation, and Liability Information System (CERCLIS);
Resource Conservation and Recovery Information System
(RCRIS) treatment, storage and disposal facilities and
generators; Emergency Response Notification System; state
list of hazardous waste sites; state landfill and/or solid
waste disposal sites; state leaking underground storage
tank sites (USTs); and state registered USTS. A current
U.S. Geological Survey (USGS) 7.5 minute topographic map
will be obtained for the area in which the property is

located to evaluate the physical setting. USGS or state
ground water and geological maps may be obtained in some
instances to provide further information. Historical use
information will be obtained from the present to the
property's first developed use or to 1940, whichever is
earlier. Historical sources to be reviewed may include
aerial photographs, fire insurance maps, property tax
files, recorded land title records, USGS maps, local
street directories, building department records, and
zoning and land use records. In addition, records will be
reviewed to determine designated wilderness areas or
preserve, threatened or endangered species, Indian
religious sites, flood plains, wetlands, and zoning for
high intensity white lights under the National
Environmental Policy Act.

1.1.4. Site Reconnaissance

1.1.4.1. A site reconnaissance will be conducted to obtain
information indicating the likelihood of identifying
recognized environmental conditions in connection with the
property. An environmental professional will visit the
site and visually and physically observe the property and
any structures on the property. The interiors of any
structures will be inspected. The methodology used and any
limitations to the observations will be documented. Uses
and conditions to be evaluated include current and past
use of the property and adjoining properties and
surrounding area; geologic, hydrogeologic, hydrologic, and
topographic conditions; structures; roads; potable water
supply; sewage disposal; hazardous substances to include
asbestos and petroleum products; storage tanks; odors;
pools of liquid; drums; containers; polychlorinated
biphenyls (PCBs); heating/cooling; stains or corrosion;
drains and sumps; pits, ponds, or lagoons; stained soil or
pavement; stressed vegetation; solid waste; waste water;
xxxxx; and septic systems. In addition, threatened or
endangered species, and wetlands will be identified during
the site reconnaissance.

1.1.5. Interviews

1.1.5.1. An environmental professional will conduct interviews with
the property owner and occupants and local government
officials to obtain information indicating recognized
environmental conditions in connection with the property.
The information sought during the interviews will be the
same as the uses and conditions to be observed during the
site reconnaissance. The transaction screen questionnaire
in ASTM Standard E 1528-93 Environmental Site Assessments:
Transaction Screen Process will be used during the
interviews. Prior to the site visit the property owner,
site manager, or user will be contacted to obtain any
helpful documents, such as environmental audit reports,
environmental permits, registrations for

storage tanks, hydrogeological or geotechnical studies,
etc. Local agency officials to be contacted may include
the fire department, public health department, etc.

1.1.6. Phase I ESA Report

1.1.6.1. The report format will follow the table of contents
recommended in Appendix X2 of ASTM E 1527-94, as follows:

1.0. Summary

2. Introduction

2.0. Purpose
2.1. Special Terms and Conditions
2.2. Limitations and Exceptions to Assessment
2.3. Limiting Conditions and Methodology used

3. Site Description

3.0. Location and Legal Description
3.1. Site and Vicinity Characteristics
3.2. Descriptions of Structures, Roads, Other
Improvements
3.3. Information on Environmental Liens or
Specialized Knowledge
3.4. Current Uses of the Property
3.5. Past Uses of the Property
3.6. Current and Past Uses of Adjoining Properties

4. Records Review

4.0. Environmental Database Search
4.1. Physical Setting Sources
4.2. Historical Use Information
4.3. Additional Record Sources

5. Information from Site Reconnaissance and Interviews

5.0. Hazardous Substances in Connection with
Identified Uses
5.1. Hazardous Substance Containers and
Unidentified Substance Containers
5.2. Storage Tanks
5.3. Indications of PCBs

5.4. Indications of Solid Waste Disposal
5.5. Physical Setting Analysis
5.6. Any Other Conditions of Concern
5.7. Site Plan

6. FCC Checklist for National Environmental Policy Act

7. Findings and Conclusions

8. Qualifications/Signatures of Environmental
Professionals

1.1.6.2 The report appendices will include the USGS map; the
environmental database search report; any documentation of
past use, such as property tax files and land title records;
photographs; any documentation such as previous
environmental reports; and copies of the ESA transaction
screen questionnaire used during interviews.

1.1.6.3 The FCC checklist for NEPA investigations will also be
provided as an appendix in the Phase I ESA report. This FCC
checklist will include answering the following questions:

1. Is the proposed facility located in an officially
designated wilderness area?
2. Is the proposed facility located in an officially
designated wilderness preserve?
3. Will the proposed facility likely affect threatened or
endangered species or designated critical habitats?
4. Will the proposed facility likely jeopardize the
continued existence of any proposed endangered or
threatened species?
5. Will the proposed facility likely result in the
destruction or adverse modification of proposed critical
habitats (as determined by the Endangered Species Act of
1973)?
6. Will the facility affect districts, sites, buildings,
structures or objects, significant in American history,
architecture, archeology, engineering or culture, that
are listed (or eligible for listing) in the National
Register of Historic Places?
7. Will the facility affect Indian religious site(s)?
8. Is the facility located in a flood plain?
9. Will construction of the proposed facility involve
significant change in surface features (e.g., wetland
fill, deforestation or water diversion)?
10. Is the proposed facility located in a residential
neighborhood and is required to be equipped with high
intensity white lights (as defined by local zoning
law)?

1.1.6.4 The RF Exposure Screening Under NEPA will not be included as part of
this work. Specifically the following questions will not be answered.

1. Will the proposed NON-ROOFTOP facility equal or exceed
total power (of all channels) of 2000 Xxxxx ERP (3280
Xxxxx EIRP) and have antennae located less than 10
meters above ground level?

2. Will the proposed ROOFTOP facility equal or exceed total
power (of all channels) of 2000 Xxxxx ERP (3280 Xxxxx
EIRP)?

2. At TRITON's option and expense, CROWN will oversee and cause to be
performed activities required to complete the Environmental Screening
requirement on radio frequency emissions to determine whether the proposed
facilities are located where an operator or transmitter would cause human
exposure to levels of radio frequency radiation in excess of the limits
specified in Subsections 1.1310 and 2.1093, 47 C.F.R. (Applications to the
FCC for construction permits, licenses to transmit or renewals thereof,
equipment authorizations or modifications in existing facilities must
contain a statement confirming compliance with the radio frequency limits
unless the facility, operation or transmitter is categorically excluded as
discussed in Subsection 1.1307. Technical information showing the basis
for this statement must be submitted to the FCC upon request.) This
particular Environmental Screening requirement shall be sufficient to
uncover the impact or potential impact of any such jurisdictional
requirements, including but not limited to, regulatory filings, hearings,
approvals, and/or fees, site sampling, testing, or relocation of the site
requirements.

3. CROWN agrees that the results of any and all Environmental Screening
performed by sub-contractor or third party ("Third Party") shall be timely
reported to TRITON. CROWN acknowledges that the timely reporting of such
information may influence the site acquisition decision, and CROWN shall pro-
actively work in good faith with TRITON to arrive at the optimal site
acquisition decision in light of such information. CROWN agrees to seek
indemnification for TRITON from the Third Party for any costs, including
reasonable attorney fees associated with any environmental remediation, fine or
other penalty imposed on TRITON as the direct or indirect result of Third
Party's failure to detect such impact or requirement as described in this
Exhibit C-6. Should CROWN not obtain this indemnification for TRITON in
CROWN/Third party agreement, CROWN agrees to indemnify TRITON for any costs,
including reasonable attorney fees associated with any environmental
remediation, fine or other penalty imposed on TRITON as the direct or indirect
result of Third party's failure to detect such impact or requirement as
described in this Exhibit C-6.

EXHIBIT C-7

GEOTECHNICAL REPORT (A & B SITES)

CROWN through a Third Party will obtain Geotechnical report for applicable land
sites.

1.0. GEOTECHNICAL INVESTIGATIONS
--------------------------------

1.0.1. Geotechnical Investigations shall be completed within ten (10)
business days from "Notice to Proceed". Geotechnical
investigations, testing, and reporting will allow tower foundation
design by others including but not limited to the following:

1.0.2. Written report shall include the following:

. Site Identification number
. Site Address
. Project description
. Purpose and scope of service
. Site description and local geography
. Seismicity (if applicable)
. Subsurface conditions
. Groundwater information
. Site map of boring area

1.0.3. Tower Data should include but not be limited to:

. Assumed tower foundation type
. Recommended tower foundation types
. Ultimate end bearing pressure

1.0.4. Soil Data should include but not be limited to:

. The depth in which each sample is based
. Resistivity Test (list type of test and conditions at test
site)
. Composition of soil at depths
. Soil unit weight (pcf) moist and submerged
. Friction angle (deg)
. Cohesion (ksf)
. Ultimate side friction (ksf)
. Shear strength (psf)
. Modulus of subgrade reaction (pci)
. 50% strain value

. Ground water depth
. Topsoil/Pavement depth
. Maximum frost depth
. Passive pressure (psf)

1.0.5. RECORD OF SUBSURFACE EXPLORATION
----------------------------------------

. One 40 foot boring per site with sampling at 5-foot intervals
with Split Spoon Sampling and Thin Wall tubes in
representative samples of cohesive materials.
. No rock coring required
. Laboratory testing consisting of gradations and Atterberg
limits on representative materials. Strength tests limited to
unconfined compressive tests on representative cohesive
materials.

EXHIBIT C-8

FAA SURVEY (A & B SITES)

1. FAA Survey to be coordinated and tracked by RF or as otherwise specified by
TRITON.

2. CROWN is responsible to verify the completion of the survey, review the
report, and advise TRITON of approval or "not applicable" status prior to a
construction Notice To Proceed.

EXHIBIT C-9

ZONING (A SITES)

1. CROWN will upon identification of a primary candidate, develop and
continuously manage a relationship with the appropriate zoning authorities
and potential community and jurisdictional opposition groups to eliminate
zoning hearing suprises and ensure timely zoning approval of the site.

2. CROWN will represent TRITON at planning commission, review board, city
council, historical commission, and any other entity necessary to secure
zoning approvals and building permits. TRITON will reasonably cooperate
with CROWN in such process, including, as reasonably determined by CROWN,
making employees/agents of TRITON available to participate at any such
meeting.

3. CROWN will prepare and submit all zoning applications and appeals with
required drawings, and other related materials and obtain any required
zoning approval.

4. CROWN will attend all required hearings and represent TRITON at TRITON's
request, provided however, if reasonably requested by CROWN, TRITON shall
also attend such hearings.

5. CROWN will determine needed compliance with any subdivision regulations for
purchased sites.

6. CROWN will secure zoning approval as evidenced by the jurisdictions
required documentation to the extent required to successfully request and
have a building permit issued to CROWN. CROWN will provide a determination
in writing in the event the jurisdiction does not provide evidence of
approval.

7. CROWN will provide a written zoning strategy for TRITON's prior approval
for any site or group of sites where there is significant potential for
strong opposition or rejection. The zoning strategy will include an
estimate of cost for all required expert testimony and legal counsel.

8. CROWN will be excused from obligations set forth in this Exhibit C-9 to
provide a zoning permit that will result in a building permit upon
fulfilling the following requirements:

. CROWN has in good faith attempted to procure such permits and to no
fault of CROWN, the jurisdiction has refused permitting or otherwise
prevented a permit from being issued, or the site cannot be leased.

. CROWN has diligently pursued the site and met the zoning submission
timeline consistent with the zoning approval forecast identified in
Exhibit F, or the site cannot be leased.

. There is no site in the search area that can be permitted as defined
in the jurisdiction's ordinance or such site that can be permitted can
not be leased.

. CROWN no longer has sufficient work available in the applicable
Trading Area to warrant in-market resources as agreed by TRITON and
CROWN.

. A minimum of 18 months has elapsed since the release of search areas
to CROWN.

. A written request to be excused from the requirements of Exhibit C-9
has been provided by CROWN to TRITON. Such written request will
provide a complete list of all RF acceptable sites in the search area
along with a chronology of contacts and a detailed disposition of each
site (why they cannot be zoned or leased).

9. CROWN will staff at CROWN's expense an M.I.S. graphics specialist and provide
the necessary associated equipment to prepare photo simulations. Photo
simulation will be a critical tool in obtaining landlord and zoning approval.

EXHIBIT C-10

BUILDING PERMIT (A & B SITES)

CROWN shall apply for, coordinate/track and obtain building permit. .
TRITON will for itself and shall cause its subcontractors to cooperate with
Crown in this process. CROWN will be excused from this obligation if:

. CROWN has in good faith attempted to procure such permits and to no fault
of CROWN, the issuing authority has refused permitting or otherwise
prevented a permit from being issued, or the site cannot be leased.

. CROWN has diligently pursued the Site and met the building permit
submission timeline consistent with the building permit approval forecast
identified in Exhibit F, or the Site cannot be leased.

. There is no Site in the search area that can be permitted as defined in the
jurisdiction's ordinance or such site that can be permitted cannot be
leased.

. CROWN no longer has sufficient work available in the applicable Trading
Area to warrant in-market resources as agreed by TRITON and CROWN.

. A minimum of 18 months has elapsed since the release of search areas to
CROWN.

. A written request to be excused from the requirements to Exhibit C-10 has
been provided by CROWN to TRITON. Such written request will provide a
complete list of all RF acceptable sites in the search area along with a
chronology of contacts and a detailed disposition of each site (why they
cannot be permitted or leased).

EXHIBIT C-11

CONSTRUCTION MANAGEMENT (A & B SITES)

1. PRE-CONSTRUCTION PLANNING

1.1. In support of the pre-construction planning requirements, CROWN will
complete the following activities:

1.2. Conduct construction feasibility assessments with all applicable
contractors to assess construction costs, identify potential problems,
and develop the most efficient design for each of the Sites.
Coordinate the production and review of all construction drawings to
comply with TRITON's specifications and requirements set forth in
Exhibit I.

1.3. Coordinate and manage new service requests, field surveys and the
installation of power and telephone service to manage the delivery of
new utility service on time and in compliance with TRITON's
specifications. Act as a liaison with local building jurisdictions to
expedite and obtain construction permits , answer questions and
provide additional information as required. TRITON will provide the
necessary power of attorney or other authorization for CROWN to obtain
power on TRITON's behalf if required by the power company. TRITON will
also assist CROWN in setting up an escrow account to expedite power
delivery if required by the power company.

1.4. Qualify and select Construction subcontractors. Develop and deliver
request for quotation packages, perform pre-bid meetings (bid walks)
with Construction subcontractors, and systematically evaluate the
responses. Each subcontractor is required to participate in a thorough
qualification process during which CROWN will verify, through review
of relevant documents that each is fully insured and has obtained all
required local, state and federal licenses and certifications. Review
safety programs and records, references and the financial viability of
any subcontractor. Coordinate subcontractor selection activities with
TRITON.

1.5. At TRITON's request and additional expense (i) procure materials and
supplies from wireless industry suppliers and manufacturer and (ii)
implement a customized inventory management system, designed to
effectively control material orders and their distribution.

1.6. Provide Material takeoff, expediting, and warehousing support as
required by TRITON.

1.7. Develop a Master Construction Plan that includes a detailed schedule
for each of the Sites. CROWN shall continuously monitor and update to
ensure compliance with project milestones.

1.8. Coordinate with TRITON to minimize, to TRITON's satisfaction, the use
of the same contract labor or contractors (by CROWN and TRITON) to
build the Sites.

2. CONSTRUCTION EXECUTION

2.1. In support of construction execution, CROWN will:

2.2. Conduct pre-construction meetings with subcontractors, property
managers and utility service providers to ensure that construction
objectives, property owner concerns and site specific requirements
are understood and agreed upon by all parties involved in the
buildout of TRITON's network.

2.3. Provide supervision of all construction activities to minimize
disruption to property owners, to adhere to construction
specifications and standards, and complete construction in compliance
with the terms of this Agreement, without limitation, Exhibit F.

3. QUALITY ASSURANCE

3.1. As part of its quality assurance services, CROWN will:

3.2. Conduct a thorough quality assurance inspection upon completion of
each site, ensuring that each of TRITON's punch list items are
resolved within 48 hours.

3.3. Coordinate and attend site inspections with all local building
department representatives.

3.4. Prepare detailed as-built drawings that accurately reflect the
installation at each site.

3.5. Close out each site by compiling and providing TRITON with a
comprehensive site completion package. This package will create an
historical record of everything related to the construction of the
site and includes, without limitation, site identification data,
construction permit documentation, material reconciliation
construction test results, site photographs and as-built drawings.

EXHIBIT C-12

PROJECT REPORTING (A & B SITES AS NOTED)

CROWN will provide TRITON with weekly information regarding the progress of the
work. A list of the tasks that must be reported is found in the matrix below and
next to it a definition of the task and the abbreviation of the site specialist
responsible for reporting the task. This information will be put into a format
acceptable to TRITON. Each status report must include all the following items as
they have changed during that reporting interval. Next to each task must be
included the date it was completed or the expected date of completion. Intervals
for information reporting will be established by TRITON Project Manager in the
market.

MILESTONE & TASK REPORTING RESPONSIBILITIES AND DEFINITIONS
-----------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------
MILESTONE/TASK NAME MILESTONE/ TASK DESCRIPTION RESPONSIBILITY SITE
------------------- --------------------------- -------------- ----
TYPE
-----------------------------------------------------------------------------------------------------------------

RELEASE SEARCH AREA The date that Search Area has been issued by TRITON to TRITON
CROWN.
-----------------------------------------------------------------------------------------------------------------
CANDIDATE IDENTIFIED The date that the Site Acquisition has submitted a SITE SA A
CANDIDATE SA A APPROVAL FORM for 3 viable candidates to
TRITON Project Management and the RF group.
-----------------------------------------------------------------------------------------------------------------
RF APPROVAL The date that the RF Engineer determines that the RF
Candidate in question will provide the coverage
needed for this area.
-----------------------------------------------------------------------------------------------------------------
PRIMARY DESIGNATED The date that the best candidate for the search area TRITON
has been selected . The Primary site is the site
that is intended to be the site that TRITON builds.
-----------------------------------------------------------------------------------------------------------------
TECH. TEAM VISIT The date that the team of RF, Site
Acquisition, Zoning, Construction SA, RF, A & B
and Interconnect meet at the site to Plan the site PZ, CM
design, determine the location of ALL equipment and IC
utility runs and create a site sketch.
-----------------------------------------------------------------------------------------------------------------
LEASE PROCESS This date incorporates the entire lease process from SA A
beginning to end. The completion date for this
task is when the Primary Lease is fully executed by
Landlord and TRITON, all easements are obtained,
secondary landowner leases are fully executed and any
other site license requirements have been obtained.
-----------------------------------------------------------------------------------------------------------------
STRUCTURAL This is the date when all structural evaluations and CM A & B
engineering has been completed, allowing for
all construction documents to be completed which
includes all requirements for building permits and
bidding purposes.
-----------------------------------------------------------------------------------------------------------------
SURVEY The date of the land survey being completed. In this CM A & B
case, surveys will only be conducted on raw land sites.
-----------------------------------------------------------------------------------------------------------------
ENVIRONMENTAL This includes the date of completion of all CM A & B
environmental analysis such as Transaction
Screens, Phase I's, NEPA, Asbestos studies, Wetland
studies and RF Emission studies.
-----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
GEOTECH Geotechnical study of soil completed for foundation design. CM A & B
----------------------------------------------------------------------------------------------------------------
FAA & AM STUDIES Date of the Airspace study program run and FAA filing completed RF
if required, and the Evaluation, re-tuning and re-evaluation
required to locate antennas on an AM transmission site.
----------------------------------------------------------------------------------------------------------------
ZONING DRAWINGS The date that the Drawings for Zoning applications have been CM A & B
completed.
----------------------------------------------------------------------------------------------------------------
APPLICATION DEADLINE The deadline date for turning in the application which initiates PZ A
the process of putting the project on the hearing board's calendar
in the jurisdiction.
----------------------------------------------------------------------------------------------------------------
ZONING APPLICATION The date that the ZONING APPLICATION has actually been submitted PZ A
SUBMITTED to the jurisdiction.
----------------------------------------------------------------------------------------------------------------
HEARING DATE Actual date of the HEARING for that site in the jurisdiction. PZ A
----------------------------------------------------------------------------------------------------------------
POWER ORDERED The date that first contact has been made to the electrical CM A & B
utility for ordering power to the site.
----------------------------------------------------------------------------------------------------------------
TOWER ORDER AND DELIVERY This is the start date that the TOWER ORDER (monopole, etc.) is CM A & B
placed from the tower manufacturing company, and the finish date
that the tower is delivered.
----------------------------------------------------------------------------------------------------------------
FOUNDATION DESIGN ORDER This is the start date that the FOUNDATION DESIGN is ordered from CM A & B
& DELIVERY the tower manufacturing company, and the finish date that the
FOUNDATION DESIGN is delivered.
----------------------------------------------------------------------------------------------------------------
CONSTRUCTION DRAWINGS The start and finish dates for the start and completion of the CM A & B
CONSTRUCTION DRAWINGS.
----------------------------------------------------------------------------------------------------------------
ZONING APPROVAL The date of the completion of the ZONING APPROVAL process with PZ A
all documents required (resolution, etc.) that enable the building
permit to be applied for or obtained. The start date for this task
is the day of the hearing (if applicable).
----------------------------------------------------------------------------------------------------------------
TELCO ORDERED The date of the first contact with the TELCO service provider for IC
the site.
----------------------------------------------------------------------------------------------------------------
OBTAIN PERMITS The finish date for this task is the date that ALL construction CM A & B
permits for the site have been approved. The start date for this
task is the date that the first permit is applied for. The finish
date for this task is the date the last permit is received
----------------------------------------------------------------------------------------------------------------
NTP TO GC The date that the NOTICE TO PROCEED has been issued to the General CM A & B
Contractor. The is the document that gives the General Contractor
permission to enter the site and begin construction.
----------------------------------------------------------------------------------------------------------------
CONSTRUCTION START This is the date that the General Contractor starts construction at CM A & B
the site.
----------------------------------------------------------------------------------------------------------------
ANTENNA SYSTEM The finish date for this task is the date that the antenna system CM A & B
installation is complete and ready for testing. The start date for
this task is the first day of construction.
----------------------------------------------------------------------------------------------------------------
POWER COMPLETE The finish date for this task is the date that all electrical CM A & B
wiring is complete and the power utility has installed the power
to the site. The start date for this task is the first day of
construction.
----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
SUBSTANTIAL COMPLETION This is the date that the General Contractor has substantially CM A & B
Completed the work at the site. This does not include punch list or
clean up items. In order for a site to be substantially complete
all items that enable the site to go into service must be complete.
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
TELCO ACCEPTANCE This is the date that the TELCO service provider has completed IC
their installation and testing of T 1 service and the conduits
needed to bring service from the DEMARK to the BTS are
installed. There must be a complete circuit from the BTS to
the Switch.
----------------------------------------------------------------------------------------------------------------
VENDOR INTEGRATE SITE This is the date that the Equipment Vendor (Ericsson or Nortel) TRITON
have completed the installation of the BTS and integrated it
into the Switch. The start date for this task will be the day
that the vendor installs the BTS.
----------------------------------------------------------------------------------------------------------------
RF OPTIMIZATION This is the date that the RF group completes the RF optimization RF
of the site after it is transmitting signal.
----------------------------------------------------------------------------------------------------------------
ON AIR This is the date that the site is transmitting signal and TRITON
the site is ready for on air service.
----------------------------------------------------------------------------------------------------------------
LEGEND SA = Site Acquisition RF = RF Engineering PZ = Planning & Zoning
CM = Construction Management IC = Interconnect Engineering (TRITION)

In addition to the items listed above, CROWN is required to provide to TRITON
core site data, such as the site address. A list of this core site data will
be provided upon CROWN entering the market. Additional items to report may be
added to the above list as reasonably determined necessary by TRITON.

In the case of the B Sites, independent contractors not affiliated with CROWN
have been engaged by TRITON to perform the Site Acquisition and Planning and
Zoning tasks tracked in this Exhibit C-12

EXHIBIT C-13

PROJECT MANAGEMENT (A & B SITES EXCEPT AS NOTED)

1. CROWN will provide as they relate to requirements imposed upon CROWN by this
Agreement (ie. Excluding Site Acquisition Services in B Sites), the following
services:

1.1. Develop and implement a thorough deployment plan which tracks all
activities associated with site acquisition (A Sites only) and
construction management for each Site. The deployment plan will clearly
articulate schedule dependencies and critical path elements, identify
the allocation of resources, and update regularly to reflect the actual
deployment.

1.2. Implement a quality assurance program which ensures that all activities
are performed to the highest quality standards .

1.3. Utilize a comprehensive cost accounting system which will include, at a
minimum, procedures for conducting financial transactions, financial
tracking and management, and comprehensive financial reporting .

1.4. Implement a comprehensive relational database that allows single entry
and sharing of all project data. Reporting capabilities must be
developed to accommodate any reasonable TRITON request.

1.5. Implement comprehensive reporting mechanisms so that detailed site
progress is tracked on a daily basis and complete reports are provided
when required by TRITON.

1.6. Implement a comprehensive filing system which ensures that all relevant
site information is organized and available. Utilize electronic means
whenever possible.

1.7. Manage and coordinate interactions among site acquisition, zoning and
other disciplines (A Sites only) and construction management and other
disciplines involved in the system deployment (e.g., RF engineering,
network engineering, marketing). Ensure that both formal and informal
communications among these disciplines are effective and in the best
interest of TRITON.

EXHIBIT C-14

CLOSEOUT DOCUMENTATION (A & B SITES, EXCEPT AS NOTED)

Upon completion of the project, compile and produce a file, binder or comparable
package for each site, containing the following minimum information as
applicable to each site.

1. Original Lease/Purchase Agreement (A sites only)
2. Recorded Memorandum of Lease (A sites only)
3. Original Easements (A sites only)
4. Site Candidate Report with Photo's (A sites only)
5. Site Survey
6. Geotechnical Report
7. Environmental Report with TRITON approval
8. Structural Analysis
9. Title Report, Insurance Policy and other curative documentation (A sites
only)
10. FAA consultant study
11. FAA approval
12. Zoning Approval and Use Permit (A sites only)
13. FCC Tower Registration
14. List of all sub-contractors, vendors and A/E trades used on the site, with
contact names, address and telephone numbers listed for each.
15. Test reports for concrete, grounding systems and other construction related
items
16. Stamped tower and tower foundation drawings along with tower design
calculations
17. Stamped equipment shelter plans (if used)
18. Antenna system sweep test results
19. Site construction progress photographs
20. Full lien waivers for all materials and labor used to construct the site
21. Warranties on work, equipment, materials, etc. used on the project.
22. All project correspondence
23. Building Permit Sign-Off
24. Original "Permitted" Drawings
25. Earth Compaction Test (If Applicable)
26. Manufacturer Warranties, Guarantees And Manuals (If Applicable)
27. As-Built Drawings, Submit the field set of red-lines, which would include
all red-lines made during construction. Verify that all Superintendents are
marking up the "For Construction" set each and every day. At a minimum these
drawings should dimensionally locate all underground conduit and/or
conductor lines from permanently located objects or benchmarks, including
lengths of runs between turns, bends, pull boxes, etc. and lateral
dimensions from existing lines and/or critical objects (tanks, buildings,
fences, etc.).
28. Prior to final application for payment, turn over to a TRITON representative
a copy of signed receipt for all keys to locked doors, panels, gates, etc.,
all properly tagged and organized.
29. Final waiver of lien for all Services under this Agreement.

EXHIBIT "D" TO THE MASTER BUILD TO SUIT LEASE AGREEMENT
-------------------------------------------------------

IMPROVEMENTS
------------

"Improvements" include all TRITON material and installations required for
Substantial Completion.

Antenna System Installation
---------------------------

TRITON will provide their own antennas, coaxial cable and jumpers, hoisting
grips, connectors and grounding kits. TRITON will provide all antenna mounting
brackets/frames, coaxial hangers/brackets and clamps and waveguide bridge
materials. CROWN will install all TRITON and CROWN provided antenna and cable
system materials. CROWN will sweep the installed antenna systems per TRITON
specifications and provide the sweep data to TRITON. CROWN will not provide
Optimization Services.

As-Built Drawings
-----------------

Following completion of the construction of the Improvements at each Site, CROWN
will provide "As-Built" drawings for that Site to TRITON detailing all of the
pertinent information relating to TRITON's equipment and antenna system at the
particular Site.

Materials Handling and Delivery
-------------------------------

TRITON will ship all of their coaxial cable, jumpers, hoisting grips,
connectors, grounding kits and antennas to a CROWN designated warehouse
location. CROWN will offload, inventory, store and deliver these materials to
the Site as needed. TRITON will retain responsibility for the storage, delivery,
offloading and installation of their electronics cabinet(s) or frames. If TRITON
wishes to have CROWN take delivery of their electronics, store and deliver
electronics to the Site, and offload and install the cabinet(s), additional
payments will be made by TRITON to CROWN as the parties shall mutually agree.

Additional Construction Services
--------------------------------

CROWN will perform the following under its exclusive direction in accordance
with TRITON's approved specifications and standards set forth in Exhibit I:

(a) install antennas and downtilt brackets.

(b) installation and grounding of coaxial cable for all TRITON antennas
with the appropriate manufacturer's approved hangers;

EXHIBIT "E" TO THE MASTER BUILD TO SUIT LEASE AGREEMENT
-------------------------------------------------------

CROWN SITE ACQUISITION STANDARDS
--------------------------------

1. Ground Lease area no less than:

. Rural - 100' x 100'

. Suburban - 100' x 100'

. Urban - 50' x 50'

2. Access road easement area to be less than:

. up to 200' from the closest public thoroughfare for 95% of Sites

. 201'-300' from the closest public thoroughfare for 3% of Sites

. 301'-900' from the closed public thoroughfare for 2% of Sites

3. Nearest power and "telco" utility connections point to be less than:

. up to 200' from the Site for 95% of Sites

. 201'-300' from the Site for 3% of Sites

. 301'-900' from the Site for 2% of Sites

4. Normal Soil Conditions (i.e., no rock conditions) for 98% of the Sites

5. Average Ground Lease not to exceed $500 per month

6. No revenue sharing with ground owner

7. Minimum permitted tower height:

. Rural - TRITON requirement plus 100'

. Suburban - TRITON requirement plus 50'

. Urban - TRITON requirement plus 25'

8. Zoning and permitting can be reasonably anticipated to be completed in the
time frame consistent with the time frames set forth on Exhibit "F".

9. Construction can be completed within reasonable cost and time limits as set
forth in CROWN's capital budget and development schedule.

EXHIBIT "F" TO THE MASTER BUILD TO SUIT LEASE AGREEMENT
-------------------------------------------------------

SCHEDULE (A & B SITES AS NOTED)*

This page will be replaced with milestone delivery dates for Site selection,
leasing (Site Acquisition work item C-4(2), site zoning, building permit,
Construction start and Construction Complete for each site ( A & B as indicated)
within 21 calendar days of the release of search areas to Crown.

----------------------------------------------------------------------------------------------------------------------
Site Number Site Selection Site Acquisition Site Zoning Building Permit Construction Start Construction
(A & B (A sites) (A Sites) (A Sites) (A & B Sites) (A & B Sites) Complete
Sites) (Substantial
Completion)
(A & B Sites)
-----------------------------------------------------------------------------------------------------------------------

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* Triton has engaged independent third parties not affiliated with Crown to
---------------------------------------------------------------------------
perform site selection, site acquisition and site zoning services for the B
---------------------------------------------------------------------------
Sides. Therefore, Triton shall cause such independent contractors to meet the
-----------------------------------------------------------------------------
above timeframes for the B Sites.
--------------------------------

EXHIBIT F-1

BASE PLAN (A & B SITES AS NOTED [ON EXHIBIT C-12])

The attached base plan represents the Milestones, tasks, and logic that Triton
will use to manage and report progress on this project. Although individual
site plans will vary, the attached represents an average duration for cell site
development.

EXHIBIT F-2

AVERAGE CYCLE TIMES

Following is a list of maximum average cycle times that will be achieved by
Crown (and Triton AS INDICATED) for all assigned sites:

-----------------------------------------------------------------------------------------------------------------
CYCLE MAXIMUM AVERAGE CYCLE TIME SITE TYPE
-----------------------------------------------------------------------------------------------------------------

Final zoning drawings 15 work days from Tech Team Visit A & B
-----------------------------------------------------------------------------------------------------------------
Final Construction drawings (with Zoning) 25 work days from Tech Team Visit A & B
-----------------------------------------------------------------------------------------------------------------
Final Construction drawings (no Zoning) 15 Work Days From Tech Team Visit A & B
-----------------------------------------------------------------------------------------------------------------
Lease Execution (signed by both parties) 60 work days after release of search area A
-----------------------------------------------------------------------------------------------------------------
TRITON Approval, conditional approval or 5 work days after submission by Crown A
rejection of candidates
-----------------------------------------------------------------------------------------------------------------
TRITON Acceptance or rejection of friendly 15 work days after submission by Crown A
sites
----------------------------------------------------------------------------------------------------------------
Final signoff of lease when terms are 5 work days A
acceptable by Triton
----------------------------------------------------------------------------------------------------------------
Surveys, environmentals, geotechs, 10 work days after tech team visit A & B
structurals and other engineering services
----------------------------------------------------------------------------------------------------------------
Construction Start to Construction Complete 20 work days A & B
----------------------------------------------------------------------------------------------------------------
Zoning resolution to consrtuction permitted 5 work days A & B
----------------------------------------------------------------------------------------------------------------
Primary Site Selection to Tech Team Visit 5 Work days A
-----------------------------------------------------------------------------------------------------------------
Zoning start to zoning finish (hearing) 60 work days A
----------------------------------------------------------------------------------------------------------------
Zoning start to zoning finish (no hearing) 15 work days A
-----------------------------------------------------------------------------------------------------------------
Sac identify and submit 3 candidates 20 work days after reciept of search area. A
-----------------------------------------------------------------------------------------------------------------
Title Reports 10 work days from release A
-----------------------------------------------------------------------------------------------------------------

BUILD - TO - SUITEXHIBIT F-3

Responsibility Matrix

The following matrix specifies the basic responsibilities of all parties to this
agreement.

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

RESPONSIBILITY COMPANY CONTRACTOR INCLUDED EXTRA
MANAGED IN EXPENSE TO
SUB QUOTATION COMPANY
CONTRACTS
------------------------------------------------------------------------------------------------------------------------------------
GENERAL
------------------------------------------------------------------------------------------------------------------------------------

Design, coordinate, and implement processes and X X
systems for tracking, analyzing, and approving
vendor costs.
------------------------------------------------------------------------------------------------------------------------------------
Establish procedures for coordination between X X
Contractors supplying Site Acquisition, Planning,
RF Engineering and Construction Management services
------------------------------------------------------------------------------------------------------------------------------------
Develop project budget and schedule X
------------------------------------------------------------------------------------------------------------------------------------
Provide project reporting to COMPANY schedule X
reporting system
------------------------------------------------------------------------------------------------------------------------------------
Ensure project quality control X X
------------------------------------------------------------------------------------------------------------------------------------
Manage status meetings X X
------------------------------------------------------------------------------------------------------------------------------------
Attend deployment meetings and report on status X
------------------------------------------------------------------------------------------------------------------------------------
Provide specifications and design standards for site X X
development and construction based on RF providing the
Company's height requirement.
------------------------------------------------------------------------------------------------------------------------------------
Use Company site numbering system. X X
------------------------------------------------------------------------------------------------------------------------------------
Work Order numbering for construction services. X X
------------------------------------------------------------------------------------------------------------------------------------
Provide hard or soft copy information / site data for X X
COMPANY site database.
------------------------------------------------------------------------------------------------------------------------------------
Input site data field information requirements for X
COMPANY site database.
------------------------------------------------------------------------------------------------------------------------------------
Negotiate bulk order purchase agreements with X
Vendors providing Antennas, Coaxial cable,
Connectors, Radio Equipment
------------------------------------------------------------------------------------------------------------------------------------
Negotiate bulk order purchase agreements with X X
Vendors providing Towers.
------------------------------------------------------------------------------------------------------------------------------------
Determine Milestone tracking parameters X
------------------------------------------------------------------------------------------------------------------------------------
Office Space, workstations, telephones, fax X X
machines, printer, paper.
------------------------------------------------------------------------------------------------------------------------------------
Computer workstations or laptops, Windows 97 X X
operating system, MS Office Pro 97, McAffee virus
protection for windows 97, Ethernet network
interface cards, individual slave printers (purchase
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
after verifying with IS) and miscellaneous
office supplies
------------------------------------------------------------------------------------------------------------------------------------
Cellular telephones / pagers X X
------------------------------------------------------------------------------------------------------------------------------------
Overnight mail services X X
------------------------------------------------------------------------------------------------------------------------------------
Film developing, reprographics, etc. X X
------------------------------------------------------------------------------------------------------------------------------------
Per diem living expenses for travel X X
------------------------------------------------------------------------------------------------------------------------------------
Provide database for all Site Development X X
Disciplines (A sites) and for all Construction
Management disciplines (B sites) to Report and
Access Data
------------------------------------------------------------------------------------------------------------------------------------
RESPONSIBILITY COMPANY CONTRACTOR CONTRACTOR INCLUDED EXTRA
MANAGED IN EXPENSE TO
SUB QUOTATION COMPANY
CONTRACTS

------------------------------------------------------------------------------------------------------------------------------------
PLANNING & ZONING (A SITES ONLY, EXCEPT AS
NOTED)
------------------------------------------------------------------------------------------------------------------------------------
Planing feasibility analysis including existing X X
structures, collocation, and publicly owned land
------------------------------------------------------------------------------------------------------------------------------------
Site specific Planning analysis X X
------------------------------------------------------------------------------------------------------------------------------------
Prepare Planning applications X X
------------------------------------------------------------------------------------------------------------------------------------
Submit Planning applications X X
------------------------------------------------------------------------------------------------------------------------------------
Paying for Planing permits (A & B sites) X X
------------------------------------------------------------------------------------------------------------------------------------
Submit for building permits (A & B sites) X X
------------------------------------------------------------------------------------------------------------------------------------
Provide Planning information to construction X X
management
------------------------------------------------------------------------------------------------------------------------------------
Coordinate Planning approvals X X
------------------------------------------------------------------------------------------------------------------------------------
Photo simulations X X
------------------------------------------------------------------------------------------------------------------------------------
Prepare materials for Public Hearings X X
------------------------------------------------------------------------------------------------------------------------------------
Building permit application submittal (A & B sites) X X
------------------------------------------------------------------------------------------------------------------------------------
Expert testimony (A & B sites) X X
------------------------------------------------------------------------------------------------------------------------------------
Attend public hearings as required X X
------------------------------------------------------------------------------------------------------------------------------------
Provide RF Design, drive test, traffic and frequency X
planning and optimization.
------------------------------------------------------------------------------------------------------------------------------------
SITE ACQUISITION ( A SITES ONLY, EXCEPT AS
NOTED)
------------------------------------------------------------------------------------------------------------------------------------
Approve candidates based on RF plan. X
------------------------------------------------------------------------------------------------------------------------------------
Coordinate and arrange for drive test & site visits. X X
------------------------------------------------------------------------------------------------------------------------------------
Perform all site acquisition (leasing and zoning) X X
services on Build-to-suit sites.
------------------------------------------------------------------------------------------------------------------------------------
Create standard lease agreements (ground lease) X X
[A & B sites].
------------------------------------------------------------------------------------------------------------------------------------
Legal review (ground lease) [A & B sites). X X
------------------------------------------------------------------------------------------------------------------------------------
Investigate search area map for potential X X
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
candidates
------------------------------------------------------------------------------------------------------------------------------------
Coordinate site candidate visits with Planning and X X
RF.
------------------------------------------------------------------------------------------------------------------------------------
Coordinate site candidate visits with Planning, RF, X X
interconnect and Construction (A & B sites).
------------------------------------------------------------------------------------------------------------------------------------
Coordinate & pay for Environmental reports as required X X
(A & B sites).
------------------------------------------------------------------------------------------------------------------------------------
Conduct Environmental reports as required (A & B X X
sites).
------------------------------------------------------------------------------------------------------------------------------------
Provide site data information (A & B sites). X X
------------------------------------------------------------------------------------------------------------------------------------
Negotiate Agreement with Property Owner as per X X
Company's policy
------------------------------------------------------------------------------------------------------------------------------------
Coordinate Title Search X X
------------------------------------------------------------------------------------------------------------------------------------
Pay for Title Search (A & B sites). X X
------------------------------------------------------------------------------------------------------------------------------------
Negotiate final lease X X
------------------------------------------------------------------------------------------------------------------------------------
Provide lease exhibits X X
------------------------------------------------------------------------------------------------------------------------------------
Write initial letter to landlord with first rent check X X
------------------------------------------------------------------------------------------------------------------------------------
Rent checks (Ground Lease) (A & B sites). X X
------------------------------------------------------------------------------------------------------------------------------------
Perform all FAA & FCC filings required (A & B X X
sites).
------------------------------------------------------------------------------------------------------------------------------------
Provide Lease Memo & Subordination and Non- X X
disturbance agreements.
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
COMPANY CONTRACTOR CONTRACTOR INCLUDED EXTRA
MANAGED IN EXPENSE TO
SUB QUOTATION COMPANY
CONTRACTS
------------------------------------------------------------------------------------------------------------------------------------

CONSTRUCTION MANAGEMENT
------------------------------------------------------------------------------------------------------------------------------------
Perform all construction management on Build-to-suit sites. X X
------------------------------------------------------------------------------------------------------------------------------------
Install all Owner supplied material (except BTS and X X
final connections from Telco & Power box to BTS)
------------------------------------------------------------------------------------------------------------------------------------
Conduct feasibility for constructability reviews X X
(Power, Telco, Access, design engineering)
------------------------------------------------------------------------------------------------------------------------------------
Create or coordinate initial site designs with X X
Planning, Site Acquisition and RF Engineering
------------------------------------------------------------------------------------------------------------------------------------
Coordinate the development of Planning and X X
Construction Documents / Drawings
------------------------------------------------------------------------------------------------------------------------------------
Pay for Drawings $1,500 per site (Company portion X
of cost to include Company's antennas, cables,
supports, and equipment on Contractor's drawings)
as agreed prior to design.
------------------------------------------------------------------------------------------------------------------------------------
Pay for Drawings (Contractor portion of cost to X X
include Contractor's foundation, tower, compound,
and access road on Contractor's drawings) as
agreed prior to design.
------------------------------------------------------------------------------------------------------------------------------------
Order geotechnical reports X X
------------------------------------------------------------------------------------------------------------------------------------
Pay for geotechnical reports X X
------------------------------------------------------------------------------------------------------------------------------------
Coordinate, / order and conduct Site Surveys X X
------------------------------------------------------------------------------------------------------------------------------------
Pay for Surveys X X
------------------------------------------------------------------------------------------------------------------------------------
Coordinate Structural Evaluations on Towers X X
------------------------------------------------------------------------------------------------------------------------------------
Pre-qualify civil and installation contractors X X
------------------------------------------------------------------------------------------------------------------------------------
Determine construction NTP process (with X X
flowchart) and work order processing and payment
methods.
------------------------------------------------------------------------------------------------------------------------------------
Negotiate Master Construction Agreements with GCs X X
------------------------------------------------------------------------------------------------------------------------------------
Obtain construction cost quotes from civil contractors X X
------------------------------------------------------------------------------------------------------------------------------------
Coordinate contracts with civil contractors X X
------------------------------------------------------------------------------------------------------------------------------------
Pick up building permits X X
------------------------------------------------------------------------------------------------------------------------------------
Pay for building permits X X
------------------------------------------------------------------------------------------------------------------------------------
Initiate "Notice to Proceed" X X
------------------------------------------------------------------------------------------------------------------------------------
Coordination with electric utility for power supply to X X
site
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
Conduct site inspections X X
------------------------------------------------------------------------------------------------------------------------------------
Provide punch lists and final civil site acceptance X X
------------------------------------------------------------------------------------------------------------------------------------
Coordinate Equipment Delivery and Installation X X
------------------------------------------------------------------------------------------------------------------------------------
Coordinate Equipment Vendor and Equipment Installation crews X X
------------------------------------------------------------------------------------------------------------------------------------
Provide Construction Status Reports X X
------------------------------------------------------------------------------------------------------------------------------------
Assemble close-out documentation and site files X X
------------------------------------------------------------------------------------------------------------------------------------
Review civil construction billing X X
------------------------------------------------------------------------------------------------------------------------------------
Ensure land use clearance requirements X X
------------------------------------------------------------------------------------------------------------------------------------
Prepare Zoning Exhibits X X
------------------------------------------------------------------------------------------------------------------------------------
Prepare construction drawings X X
------------------------------------------------------------------------------------------------------------------------------------
Develop tower foundation designs X X
------------------------------------------------------------------------------------------------------------------------------------
Pay for Structural Analysis and Design X X
------------------------------------------------------------------------------------------------------------------------------------
Acquire building and electrical permit approval X X
------------------------------------------------------------------------------------------------------------------------------------
Provide As-Built comments and redlines on existing drawings X X
------------------------------------------------------------------------------------------------------------------------------------
RESPONSIBILITY COMPANY CONTRACTOR CONTRACTOR INCLUDED EXTRA EXPENSE
MANAGED SUB IN TO COMPANY
CONTRACTS QUOTATION
------------------------------------------------------------------------------------------------------------------------------------
Civil site construction X X
------------------------------------------------------------------------------------------------------------------------------------
Tower Foundation Installation X X
------------------------------------------------------------------------------------------------------------------------------------
Equipment Pad Installation X X
------------------------------------------------------------------------------------------------------------------------------------
Access Road Clearing, Grading and Paving X X
------------------------------------------------------------------------------------------------------------------------------------
Tower Erection X X
------------------------------------------------------------------------------------------------------------------------------------
Tower Obstruction Lighting X X
------------------------------------------------------------------------------------------------------------------------------------
Install Equipment Enclosure X X
------------------------------------------------------------------------------------------------------------------------------------
AC Power and TELCO support structures X X
------------------------------------------------------------------------------------------------------------------------------------
Provide Grounding System Design, Installation and Testing X X
------------------------------------------------------------------------------------------------------------------------------------
Provide Site Fencing X X
------------------------------------------------------------------------------------------------------------------------------------
Landscaping where required by jurisdiction. X X
------------------------------------------------------------------------------------------------------------------------------------
Antenna Support Structures - provide material X
------------------------------------------------------------------------------------------------------------------------------------
Antenna Support Structures -- install X X
------------------------------------------------------------------------------------------------------------------------------------
Equipment Delivery Off-Loading and Installation (BTS) X
------------------------------------------------------------------------------------------------------------------------------------
Provide site installation parameters, specifications and details X X
------------------------------------------------------------------------------------------------------------------------------------
Antenna, coax, ice bridge, waveguide ladders and supports Installation X X
------------------------------------------------------------------------------------------------------------------------------------
Antenna sweep testing, VSWR Reporting X X
------------------------------------------------------------------------------------------------------------------------------------
As-Built drawing Xxxx-up X X
------------------------------------------------------------------------------------------------------------------------------------
Place purchase orders for Antennas, Coaxial cable, X
------------------------------------------------------------------------------------------------------------------------------------

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

Connectors, Radio Equipment
------------------------------------------------------------------------------------------------------------------------------------
Place purchase orders for towers X X
------------------------------------------------------------------------------------------------------------------------------------
Coordinate the delivery of Antennas, Towers, X X
Coaxial cable, Connectors, Radio Equipment
------------------------------------------------------------------------------------------------------------------------------------
Provide warehousing for equipment as necessary X X
------------------------------------------------------------------------------------------------------------------------------------
Order and manage Telco Delivery X
------------------------------------------------------------------------------------------------------------------------------------
Coordinate site visits and access for Telco delivery X X
------------------------------------------------------------------------------------------------------------------------------------
Order and manage electric service delivery X
------------------------------------------------------------------------------------------------------------------------------------
Coordinate site visits and access for electric delivery X X
------------------------------------------------------------------------------------------------------------------------------------
Pay for special construction of Telco or power (not X X
to include electronics required by Company).
------------------------------------------------------------------------------------------------------------------------------------

EXHIBIT "G" TO THE MASTER BUILD TO SUIT LEASE AGREEMENT
-------------------------------------------------------

SCHEDULE OF TERMINATION FEES
----------------------------

If Company terminates this Agreement without cause (in absence of a
material breach), Company shall pay to Contractor an amount for each A Site
equal to the aggregate of all of the milestones complete, described below,
achieved by Contractor as of the date of termination. To the extent that
Contractor is between milestones, in addition to payment for all pervious
milestones, Contractor shall be paid fifty (50%) percent of the next
milestone. Company shall also pay to Contractor all third party costs
reasonably incurred prior to such termination or for which Contractor is
obligated to pay related to the terminated Site(s).

Milestone Attachments Milestone Rate
--------- ----------- --------------

A. Site Selection C-1, C-2, C-3 $1500
B. Site Acquisition-standard C-4 and C-8 $5500
B. Site Acquisition-site license C-4 and C-8 $3800
(MLA by others)
C. Site Zoning-By Right C-9 $3000
C. Site Zoning-Admin Review C-9 $5000
C. Site Zoning-Hearing C-9 $9000

EXHIBIT "H" TO THE MASTER BUILD TO SUIT LEASE AGREEMENT
-------------------------------------------------------

PERSONNEL

Crown will provide the following minimum personnel at Triton's Richmond office
(9211 Arboretum Parkway, Suite 200, Richmond, VA 23236), or alternate location
acceptable to Triton. These personnel shall remain on the project until CROWN
and TRITON agree upon staff reductions consistent with the reduction of the
outstanding Services to be completed under this Agreement.

--------------------------------------------------------------------------------
Title Name
--------------------------------------------------------------------------------
Project Director
--------------------------------------------------------------------------------
Project Manager
--------------------------------------------------------------------------------
Project coordinator/planner/expeditor
--------------------------------------------------------------------------------
Leasing Manager
--------------------------------------------------------------------------------
Zoning Manager
--------------------------------------------------------------------------------
Leasing agents (site acquisition specialists)
[1 for every 8 sites]
--------------------------------------------------------------------------------
Zoning specialist [1 for every 12 sites,
based on schedule of zoning phase]
--------------------------------------------------------------------------------
Administrative support [ 1 for every 25 sites]
--------------------------------------------------------------------------------
paralegal
--------------------------------------------------------------------------------
Attorney
--------------------------------------------------------------------------------
Construction Manager
--------------------------------------------------------------------------------
AE Manager w/ admin and technician
--------------------------------------------------------------------------------
Construction Superintendents [1 for every 8
sites]
--------------------------------------------------------------------------------
Utility Coordinator (telco & power)
--------------------------------------------------------------------------------
Procurement coordinator (mtl takeoff & order)
--------------------------------------------------------------------------------
Construction contract administrator
--------------------------------------------------------------------------------
Construction Coordinator
--------------------------------------------------------------------------------
Engineer for drawings review
--------------------------------------------------------------------------------
Permit expeditor
--------------------------------------------------------------------------------
Database Administrator
--------------------------------------------------------------------------------

EXHIBIT H-1

ORGANIZATION CHART AND STAFFING PLAN

This page will be replaced with Crown's Organization Chart and staffing plan
within 5 calendar Days of agreement Execution Date.

Exhibit "I" to the Master Build to Suit Lease Agreement

SITE STANDARDS
--------------

I. GENERAL
----------

A. PURPOSE

The purpose of these Site Standards is to create a quality site installation.
These standards are to be in effect for each site at which TRITON has equipment
in, on or at the site and at which TRITON has a right to occupy pursuant to the
Agreement to which this document is an attachment.

B. STATE, NATIONAL, AND OTHER STANDARDS

All installations must conform with all state, national, and other regulations
and the following state and national codes or any supplements, amendments or
provisions which supersede them:

a. American National Standards Institute:
ANSI/EIA-222F Structural Standards for Steel Antenna Towers and
Antenna Supporting Structures

b. FAA Regulations:
Vol. XI, Part 77 Objects Affecting Navigable Airspace
Advisory Circular Obstruction Marking and Lighting AC 70/7460
Advisory Circular High Intensity Obstruction Lighting Systems AC
150/5345-43, FAA/DOD Specifications L-856

c. FCC Rules and Regulations:
Code of Federal Construction, Marking and Lighting of Antenna
Regulations Title 47 Structures Chapter I, Part 17

d. National Electrical Code

e. Building Officials and Code Administrators International, Inc.
Basic National Building Code
Basic National Mechanical Code
State Building Code

f. National Fire Protection Association
Code 101 - Life Safety
Code 90A - Air Conditioning and Ventilating Systems
Code 110 - Emergency and Standby Power Systems

g. State Fire Safety Code

h. OSHA
Safety and Health Standards (29 CFR 1910) General Industry
Subpart R Special Industries
1910.268 Telecommunications
1926.510 Subpart M Fall Prevention

i) Ericsson Radio Systems Inc., Technical Document, RBS Engineering,
Security Xxxxx X0, Xxxx Xxxxxxxxx Xxxxxxxxx, XXX/X000000.XXX,
Revision B, May 23, 1995, or latest revision

j) Triton Construction Standards to be delivered to CROWN on or
about November 27, 1998.

C. GENERAL/APPROVAL

1. All users shall furnish the following to CROWN prior to installation of any
equipment:

a. Completed Application. (TRITON must make new Application to CROWN for
change in Antenna position or type.)

b. Fully executed supplement.

c. Copies of FCC licenses and construction/building permits.

d. Final site plan outlining property boundaries, Improvements, easements
and access

e. Accurate block diagrams showing operating frequencies, all system
components (active or passive) with gains and losses in dB, along with
power levels.

D. LIABILITY

It shall be the responsibility of TRITON to comply with all of the site
standards set forth herein. TRITON specifically agrees to indemnify and hold
harmless CROWN against any claim of liability, loss, damage or costs including
reasonable attorneys' fees, arising out of or resulting from TRITON's non-
compliance with the standards set forth herein.

E. INSPECTION

CROWN reserves the right to inspect TRITON's area without prior notice at any
time during the term of the Agreement in order to ensure compliance with the
standards set forth herein. Any such inspection shall be solely for the benefit
and use of CROWN and does not constitute any approval of or acquiescence to the
conditions that might be revealed during the course of the inspection.

CROWN reserves the right to inspect TRITON's area without prior notice.

II. ANTENNAS AND ANTENNA MOUNTS
-------------------------------

A. All mounting hardware to be utilized by TRITON to be as specified by tower
manufacturer and approved by CROWN.

B. Connections to be taped with stretch vinyl tape (Scotch #33-T or
equivalent) and Scotchkoted or equivalent (including booted pigtails).

C. Must meet manufacturer's VSWR specifications.

D. Any corroded elements must be repaired or replaced.

E. Must be DC grounded type, or have the appropriate lightning protection as
determined by CROWN.

F. No welding or drilling on mounts will be permitted.

G. All antennas must be encased in fiberglass radomes and be painted or
impregnated with a color designated by CROWN as the standard antenna color
for aesthetic uniformity.

III. CABLE
----------

A. All transmission line(s) will be installed and maintained to avoid kinking
and/or cracking.

B. Tagged with weatherproof labels showing manufacturer, model, and owner's
name at both ends of cable run.

C. Any cable fasteners exposed to weather must be stainless steel.

D. All interconnecting cables/jumpers must have shielded outer conductor.

E. Internally, all cable must be run in troughs or on cable trays and on cable
or waveguide bridges at intervals of no less than 3'. Externally, all cable
must be attached with stainless steel hangers and non-corrosive hardware.

F. All unused lines must be tagged at both ends showing termination points
with the appropriate impedance termination at each end.

G. All AC line cords must be 3 conductor with grounding plugs.

H. All antenna transmission lines shall be grounded at both the antenna and
equipment ends at the equipment ends and at building entry point, with the
appropriate grounding kits.

I. All cables running to and from the exterior of the cabinet must be 100%
ground shielded. Preferred cables are: Heliax, Superflex or braided
grounds with foil wrap.

IV. CONNECTORS
--------------

A. Must be Teflon filled, UHF or N type, including chassis/bulkhead
connectors.

B. Must be properly fabricated (soldered if applicable) if field installed.

C. Must be taped and Scotchkoted or equivalent at least 4" onto jacket if
exposed to weather.

D. Male pins must be of proper length according to manufacturer's
specifications.

E. Female contacts may not be spread.

F. Connectors must be pliers tight as opposed to hand tight.

G. Must be silver plated or brass.

H. Must be electrically and mechanically equivalent to Original Equipment
Manufacturers (OEM) connectors.

V. RECEIVERS
------------

A. No RF preamps permitted in front end unless authorized by CROWN.

B. All RF shielding must be in place.

C. VHF frequencies and higher must use helical resonator front ends.

D. Must meet manufacturer's specifications, particularly with regard to
bandwidth, discriminator, swing and symmetry, and spurious responses.

E. Crystal filters/pre-selectors/cavities must be installed in RX legs where
appropriate.

F. All repeater tone squelch circuitry must use "AND" logic.

VI. TRANSMITTERS
----------------

A. Must meet original manufacturer's specifications.

B. All RF shielding must be in place.

C. Must have a visual indicator of transmitter operation.

D. Must be tagged with TRITON's name, equipment model number, serial number,
and operating frequency(ies).

E. All low-level, pre-driver and driver stages in exciter must be shielded.

F. All power amplifiers must be shielded.

G. Output power may not exceed that specified on applicable FCC license.

VII. COMBINERS/MULTICOUPLERS
----------------------------

A. Shall at all times meet manufacturer's specifications.

B. Must be tuned using manufacturer approval procedures.

C. Must provide a minimum of 60 dB transmitter to transmitter isolation.

VIII. CABINETS
--------------

A. All cabinets must be bonded together and to the equipment building ground
system.

B. All doors must be secured.

C. All non-original holes larger than I" must be covered with copper screen or
solid metal plates.

D. Current license for all operating frequencies should be mounted on the
cabinet exterior for display at all times.

IX. MAINTENANCE/TUNING PROCEDURES
---------------------------------

A. All external indicator lamps/LED's must be working.

B. Equipment parameters must meet manufacturer's specifications.

C. All cover, shield, and rack fasteners must be in place and securely
tightened.

D. Local speakers and/or orderwire systems must be turned off except during
service, testing or other maintenance operations.

X. INTERFERENCE DIAGNOSTIC PROCEDURES
-------------------------------------

TRITON must cooperate immediately with CROWN when called upon to investigate a
source of interference, whether or not it can be conclusively proven that
TRITON's equipment is involved.

XI. TOWER STRUCTURE
-------------------

This section deals with items which are to be mounted on, attached to or affixed
to the tower.

A. ICE XXXXXXX

At TRITON's sole discretion, protective ice xxxxxxx may be required and
manufacturer of ice shield will be determined by CROWN.

B. CLIMBING BOLTS AND LADDERS

All attachments made to the tower structure shall be made in such a manner as
not to cause any safety hazard to other users or cause any restriction of
movement on, or to any climbing ladders, leg step bolts or safety cables
provided.

C. BRIDGE

1. If required, and in accordance with the manufacturer's recommendations for
the spacing of supports on horizontal runs for the particular type of cable
or waveguide, the cable or waveguide shall be secured to the brackets on
the bridge using clamps and hardware specifically manufactured for that
purpose.

2. No cable or waveguide run shall be clamped, tied or in any way affixed to a
run belonging to CROWN.

D. CABLE LADDER AND WAVEGUIDE

1. CROWN shall install a ladder for the vertical routing of cable and
waveguide. From the horizontal to vertical transition at the point where
the bridge meets the tower structure to the point at which the cable or
waveguide must leave the bridge to route to the antenna, all cable and
waveguide is to be attached to the ladder in accordance with the
recommendations of the manufacturer of the cable or waveguide.

2. No cable or waveguide run shall be clamped, tied or any way affixed to a
run belonging to CROWN.

E. DISTRIBUTION RUNS

1. Cable or waveguide runs from the cable ladder to the point at which they
connect to the antenna shall be routed along tower structure members in a
manner producing a neat and professional site appearance.

2. Cable and/or waveguide runs shall be specifically routed so as not to
impede the safe use of the tower structure leg or climbing bolts, or to
restrict the access of CROWN or any another licensee/lessee.

3. Distribution runs shall be clamped to the tower structure in accordance
with the recommendations of the manufacturer of the cable or waveguide.

4. No cable or waveguide run shall be clamped, tied or in any way affixed to a
run belonging to CROWN.

F. LENGTHS

1. Cable and/or waveguide runs shall not be longer than necessary to provide a
proper connection and normal maintenance and operation.

2. No coiled lengths shall be permitted on the tower structure, bridge or on
the ground.

G. ENTRY

1. Entry of the cable or waveguide to the interior of the shelter shall be via
ports provided in the shelter wall.

2. Cable and/or waveguide entering a port shall be provided with a boot to
seal the port; the boot shall be a Microflect or equivalent commercial
product made specifically for the type of cable or waveguide and for
diameter of the entry port. It shall be installed in accordance with the
instructions of the manufacturer and the port shall be sealed against the
intrusion of moisture.

XII. EQUIPMENT LOCATED WITHIN CROWN'S EQUIPMENT BUILDING
--------------------------------------------------------

A. EQUIPMENT INSTALLATION REQUIREMENTS IN CROWN BUILDINGS

1. Any mounting to walls either outside or inside CROWN's building must be
pre-approved by CROWN.

2. All racks and equipment are to be plumb and true with the walls and floor
of the shelter and reflect an installation consistent with the electrical
and operational requirements of the equipment and appearance standards of a
professional installation.

3. Racks are to be bolted to the floor and aligned on the center line as in
the site drawing provided to CROWN.

4. Racks are not to be attached to the cable trays.

B. TRANSMISSION LINES AND/OR WAVEGUIDE ROUTING

1. Cable trays and/or troughs are required within the shelter for the routing
of cable and waveguide to the equipment racks and termination points.

2. All cable and waveguide shall be placed and secured to the cable tray.

C. LENGTHS

1. Cable and/or waveguide runs in the equipment shelter shall not be longer
than necessary in order to provide a proper connection.

2. While adequate slack for purposes of maintenance and operation is
permitted, no coiled lengths on the tray or elsewhere in the shelter are
permitted for normal maintenance and operation.

XIII. GROUNDING
---------------

1. CROWN must adhere to the stricter of the Ericsson, CROWN's, or TRITON's
grounding specification outlined above based on TRITON's equipment at
facility.

2. All exterior grounding shall be C.A.D. welding.

3. All antenna masts shall be bonded via a ground bar to the tower structure.

4. Cable and waveguide shall be grounded as a minimum at three specific
points, and for vertical runs in excess of 200 feet at intermediate points.

5. All cable and waveguide shall be grounded to the tower structure at the
point where the run effectively breaks from the tower structure for its
connection to the antenna, using clamps and hardware specifically
manufactured for that purpose.

6. On the vertical portion of the cable or waveguide run, just above where it
starts to make its transition from a vertical tower to a horizontal bridge
run, all cable and waveguide shall be grounded to the tower structure using
clamps and hardware specifically manufactured for that purpose.

7. On the exterior of each shelter, at a point near the entry ports, a
grounding plate must be provided for terminating ground leads brought from
the cable and waveguide. Each cable and waveguide run shall be grounded at
this point using clamps and hardware specifically manufactured for that
purpose.

8. On cable and waveguide installations where the vertical tower structure
length exceeds 200 feet, the run shall be grounded at equally spaced
intermediate points along the length of the run so as not to have a
distance between grounding points longer than 100 feet.

9. Cable and waveguide grounding leads shall connect to a separate point for
each run to the common ground point.

10. Grounding straps shall be kept to a minimum length and as near as possible
to vertical down lead and shall be consistent with the restraints of
protective dress and access.

11. Grounding plates must be provided for single point access to the site
grounding system. Each rack shall have a properly sized, insulated ground
lead from the rack safety and signal grounds to one of the grounding points
on the ground plate.

12. The insulated ground lead shall follow the route of and be placed in the
cable tray.

13. Each rack shall be separately grounded.

XIV. ELECTRICAL
---------------

1. Polarized electrical outlets should be installed for all transmitters when
possible.

XV. ELECTRICAL DISTRIBUTION
---------------------------

All electrical wiring from the distribution breaker panel shall be via rigid
metal conduit, thin wall, routed along the under side of the cable tray to a
point directly above the equipment rack. From this point, TRITON may select how
to distribute to its equipment or rack.

XVI. TEMPORARY LOADS
--------------------

1. Test equipment, soldering irons or other equipment serving a test or repair
function may be used only if the total load connected to any single dual
receptacle does not exceed 15 amps.

2. Except as otherwise provided in the Agreement, test equipment to be in
place for more than seven (7) days will require prior approval of CROWN.

XVII. DOORS
-----------

Equipment building doors shall be kept closed at all times unless when actually
moving equipment in or out.

XVIII. SITE APPEARANCE
----------------------

1. Each licensee/lessee is expected and required to remove from the site all
trash, dirt and other materials brought into the shelter, or onto the site
during their installation and maintenance efforts.

2. No food or drink is allowed within CROWN equipment shelters.

3. No smoking is allowed at the Site.

XIX. STORAGE
------------

No parts or material may be stored on site by TRITON.

XX. DAMAGE
----------

TRITON shall report to CROWN any damage to any item of the facility, structure,
component or equipment, whether or not caused by TRITON.

XXI. REPORTING ON SITE
----------------------

Emergency 24 hour contact number(s) must be displayed on outside of equipment
cabinet/building

EXHIBIT "J" TO THE MASTER BUILD TO SUIT LEASE AGREEMENT
-------------------------------------------------------

ANNUAL FEE
----------

I. Initial Monthly Rent Schedule/1/
-----------------------------------

First Year - $1,200.00 per month
Fee adjustment per Section 7 applies after first year.

II. Additional Rent
-------------------

A. For each additional antenna or transmission line in excess of the
maximum set forth in footnote 1, below, the additional monthly rent
shall be as mutually agreed upon by the parties.

B. For a foundation and grounding system larger than 10' x 12' a one-time
additional payment shall be as mutually agreed by the parties;
provided, however, Triton may without additional charge be entitled to
a maximum of two 12' x 28' pads per BTA.

C. For a foundation and grounding system exceeding 10' x 12' , the
additional monthly rent shall be as mutually agreed by the parties,
provided, however Triton may without additional charge be entitled to
a maximum of two 12' x 28' pads per BTA.

/1/ The Initial Monthly Rent Schedule is for a maximum of nine (9) PCS panel
antennas and UP TO 12 transmission lines (none of which transmission lines
shall exceed a diameter of 2 1/4"). 2 Microwave dishes up to 6 feet in diameter
are specifically included in this Agreement. Notwithstanding the foregoing or
any provision in the Agreement to the contrary, in the event that technological
advances or changes occur and TRITON desires to substitute or replace the
antennas upon any applicable Site, TRITON may substitute modify, alter or change
the antennas and/or transmission lines upon the applicable tower structure and
applicable Site provided that such substitution, modification, alteration or
change does not increase the burden that such antennas and cable impose upon the
structural load or wind load upon the applicable tower structure and does not
require an increase in the ground or tower space for the applicable Site.

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MASTER BUILD TO SUIT LEASE AGREEMENT

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