WITNESSETH:

EXHIBIT 10.27
---------------------------------
Confidential Treatment Requested
under 17 C.F.R.(S)(S)200.80(b)(4)
200.83 and 230.406
---------------------------------

SITE DEVELOPMENT SERVICES AGREEMENT
-----------------------------------

THIS SITE DEVELOPMENT SERVICES AGREEMENT (Agreement") dated as of the 10th day
of December, 1997 ("Effective Date"), by and between Triton PCS, Inc., a
Delaware limited liability company or its nominee ("Triton") and Entel
Technologies, Inc., a Delaware corporation ("Entel").

WITNESSETH:

WHEREAS, Triton desires to engage Entel to perform services related to the
development of a personal communication services ("PCS") system (the "System")
to serve the Washington, D.C./Richmond/Norfolk, Virginia Major Trading Area (the
"Service Area") comprising certain sites of real property which are designated
by Triton from time to time through a letter of authorization ("Authorization
Letter") and upon which antennae towers, wires, and/or other ancillary PCS
equipment shall be located ("Site");

WHEREAS, Triton desires to enter into an arrangement with Entel for certain
services, as hereinafter defined, relating to the development of certain
portions of the System, to include site acquisition, zoning, and construction
management services;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, it is hereby agreed as follows:

1. RELATIONSHIP OF PARTIES
-----------------------

The parties intend by this Agreement to establish an independent
contractor relationship. Neither party nor their employees shall be
agents or legal representatives of the other party for any purpose,
and neither shall have authority to act for, bind, or commit the other
party. Entel and Triton agree that this Agreement does not establish a
franchise, joint venture, or partnership for any purpose.

2. REQUIRED SERVICES
-----------------

Entel shall be assigned a range of sites between [***] sites ("Base
Number") and [***] or more sites ("Maximum Number") to perform site
development services ("Site Development Services") for Triton with respect
to the System. Entel shall devote such time and resources as are necessary
to ensure proper and expeditious completion of its duties hereunder and
shall make available to the System the full range of its expertise and
experience in constructing wireless systems. Site Development Services
shall consist of the services described on Attachment A hereto.

A. Entel Deliverables; Reporting; Approval by Triton. Within 10
-------------------------------------------------
business days after execution of this Agreement, Triton and Entel
shall agree upon and prepare a detailed schedule for the
completion of Site Development Services on a site-by-site basis,
which schedule shall become Attachment B to this Agreement. The
schedule shall contain, at a minimum, milestone dates for
completion by Entel of Site Acquisition, Site Zoning, and Site
Construction Services (each as defined in Attachment A). This
Agreement shall automatically terminate if the parties are
unable, after good faith negotiations, to agree to a schedule
within the allotted 10 business days; provided, however, in the
-----------------
event of such termination, Triton shall pay to Entel all
professional fees and out-of-pocket expenses incurred by Entel
prior to such termination, which fees shall not exceed $[***].
Following approval of this schedule by Triton, Entel 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 schedule previously submitted. Any 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, at

* Confidential Treatment Requested

its sole discretion, agree to a time extension from the detained
schedule originally provided. Entel shall attend all project
meetings reasonably requested by Triton.

B. Payments to Contractors. Triton shall be responsible for making
-----------------------
all payments due to contractors and subcontractors selected by
Triton to perform services at the Sites. Notwithstanding the
foregoing, Triton, at its option, may require Entel to contract
directly with all trade contractors and subcontractors for
provision of services at the Sites. Should Triton exercise such
option, Entel shall be responsible for disbursing funds for
payment only to those contractors, subcontractors, material
providers, and other service providers engaged by Entel directly.
Entel shall present copies of all such invoices relating to
construction of the Sites to Triton, and Triton shall then
provide Entel reimbursement of such disbursements plus [***]
within thirty (30) days of Entel's submission of said invoices to
Triton.
3. PERSONNEL
---------

A. Entel Employees and Agents. Entel may elect to rely upon its own
--------------------------
employees and agents for the performance of services under this
Agreement to the extent it, in its sole discretion, deems such
action to be necessary or advisable. Triton reserves the right to
approve Entel employees and/or contractors assigned to perform
services under this Agreement.

B. Independent Contractors. Entel may engage independent contractors
-----------------------
at Triton's consent to perform Site Development Services. Entel
shall be responsible for selecting and contracting such
independent contractors.

C. Self Dealing. Entel may rely upon its employees in accordance
------------
with Section 3 (B) above and, in addition, it may provide or
contract with an affiliate of Entel with Triton's consent at fair
market rates in accordance with competitive bids to provide goods
or services beyond those which its employees would perform, if it
deems the same to be necessary or advisable for construction of
the Sites. Entel will not, nor will any of its affiliates,
receive any compensation other than as set forth in Section 4 and
6 herein as a result of, arising from, or relating to Site
Development Services. If any such compensation would have
otherwise been payable, Entel agrees to transfer the benefit of
such compensation to Triton.

D. Prohibition of Solicitation. During the term of this Agreement,
---------------------------
neither party shall solicit nor accept for employment any
employees of the other party without the express written consent
of the other party.

4. COMPENSATION
------------

A. Reimbursement. Entel's compensation hereunder, as described in
-------------
Section 4 (B), shall be inclusive of any and all out-of-pocket
expenses, as described in Section 5, incurred by Entel in the
performance of its obligations hereunder. Any extraordinary or
other expenses which Entel anticipates incurring which are not
customarily incurred in the ordinary course of business must be
approved by Triton prior to the expenditure in order for Entel to
receive reimbursement for such expenditures.

B. Milestone Rates. In consideration for performance of the Site
---------------
Development Services, Triton shall compensate Entel the Milestone
Rates set forth below:

Milestone
---------
Milestone Services Rates
------------------ -----
(i) [***] [***]

(ii) [***] [***]

(iii) [***] [***]

* Confidential Treatment Requested

(iv) [***] [***]

(v) [***] [***]

(vi) [***] [***]

C. Alternative Sites. In the event Triton elects to withdraw a Site
-----------------
assigned to Entel under the Authorization Letter or terminate this
Agreement in accordance with Section 8 hereof, Triton shall give Entel
notice of such withdrawal, and shall pay Entel [***]% of the
installment due for a Milestone Service which has been completed prior
to the notice of withdrawal or termination and time and materials for
a Milestone Service in process since the last completed Milestone in
accordance with the rates set forth in Section 4 (B).

D. Additional Services. In the event Triton desires Entel to perform
-------------------
isolated tasks associated with a Site not set forth on Attachment A,
Triton shall pay Entel at its standard hourly rates listed on
Attachment C.

E. Statements. Entel shall provide Triton with statements showing in
----------
reasonable detail the calculation of Milestone Rates earned during the
last calendar month not more than thirty (30) calendar days following
the end of each calendar month. The Milestone Rates shall be paid by
Triton to Entel within thirty (30) days following such submission of
invoices by Entel unless disputed by Triton as provided below.

F. Disputes. If Triton disputes the amount of expenses or fees claimed by
--------
Entel, Triton shall notify Entel in writing before payment is due,
shall include in such notice the factual basis for the dispute, and
shall pay when due all amounts not in dispute.

G. Applicability of Section. Payment shall be due Entel from Triton under
the provisions of this Section with respect to all Site Development
Services performed by Entel for Triton from and after the Effective
Date.

5. NON-REIMBURSABLE COSTS
-----------------------

Entel's compensation, described in Section 4 (B), is inclusive of the
following out-of-pocket expenses:

[***]

6. REIMBURSABLE COSTS
------------------

As described in Section 2(B), Triton, at its option, may require Entel to
contract directly with third parties, trade contractors, and subcontractors
for provision of services at the Sites. The following expenses shall be
considered pass through costs and shall be reimbursed to Entel as additional
compensation in accordance with the terms and conditions, as described in
Section 2(B):

[***]

* Confidential Treatment Requested

[***]

7. TERM
----

The Agreement shall have an initial term of [***] commencing on the
Effective Date. The Agreement shall be renewed automatically for additional
[***] terms unless one party notifies the other party of an intent to cancel
the Agreement at the end of its then current term by written notice
delivered at least [***] prior to the end of the then current term.

8. TERMINATION.
-----------

A. In addition to its rights to terminate this Agreement in accordance
with Section 2 and Section 14:

i. Triton may terminate the Agreement upon written notice thereof
if there is a material breach of the Agreement by Entel
(including, without limitation, Entel's failure to provide
either timely or quality Site Development Services); or

ii. Triton may terminate the Agreement upon written notice thereof
if Entel shall: (i) become insolvent; (ii) make an assignment
for the benefit of creditors; (iii) file a voluntary
bankruptcy petition; (iv) acquiesce to any involuntary
bankruptcy petition; (v) be adjudicated bankrupt; or (vi)
cease to do business.

* Confidential Treatment Requested

X. Xxxxx may terminate the Agreement on [***] written notice in the event
of any of the following:

i. a material breach of the Agreement by Triton, which has not
been cured within [***] of Triton's receipt of written notice
of such breach from Entel; or

ii. Triton shall: (i) become insolvent; (ii) make an assignment for
the benefit of creditors; (iii) file a voluntary bankruptcy
petition; (iv) acquiesce to any involuntary bankruptcy
petition; (v) be adjudicated bankrupt; or (vi) cease to do
business.

C. After receipt of such written notice of termination, but prior to the
effective date of such termination, Entel shall continue to perform
under the Agreement unless specifically instructed by Triton to
discontinue such performance. Entel will be entitled to Milestone
Rates payable in accordance with Section 4 hereof, which accrue
through the date of discontinuance of performance on the basis of
activities preceding the discontinuance of performance.

9. CONSENT TO JURISDICTION
-----------------------

The parties hereby irrevocably (i) submit to the jurisdiction of any
Pennsylvania state court or federal court sitting in the Commonwealth of
Pennsylvania with respect to any suit, action, or proceeding relating to
this Agreement or any related agreement, (ii) waive any objection which they
may now or hereafter have to the laying of venue of any such suit, action,
or proceeding brought in any such court and any claim that any such suit,
action, or proceeding brought in any such court has been brought in an
inconvenient forum, (iii) waive the right to object that any such court does
not have jurisdiction over them, and (iv) consent to the service of process
in any such suit, action, or proceeding by the mailing of copies of such
process to the parties by certified mail to the addresses indicated in this
Agreement or at such other addresses of which the parties shall have
received written notice. Nothing herein shall preclude any party from
enforcing any judgment obtained in the Commonwealth of Virginia in any other
jurisdiction.

10. CONDITIONS, REPRESENTATIONS AND WARRANTIES
------------------------------------------

A. Representations and Warranties. The parties represent and warrant to
------------------------------
one another that they have full power and authority to enter into and
perform this Agreement and that execution of this Agreement and their
performance of their respective obligations hereunder do not and will
not violate any agreement between either such party and any third
party or any obligation of either such party to any third party,
including, without limitation, any non-compete agreement or similar
obligation.

X. Xxxxx warrants that it has complied with all applicable federal,
state, and local registration and licensing requirements to enable it
to act as an independent contractor under the terms of this Agreement.

X. Xxxxx has the skill necessary to perform the services required
pursuant to this Agreement, and all Site Development Services provided
by Entel shall be timely and performed in a professional manner and
shall be of a high grade nature and quality, commensurate with that
which is customary in the industry.

D. Each of the employees and subcontractors utilized by Entel for Site
Development Services hereunder shall be of the highest professional
skill and quality. At any time, Triton has the right to require the
removal of any employee or subcontractor utilized or supervised by
Entel, at Triton's sole discretion.

X. Xxxxx shall pay all applicable local, state, and federal withholding
and insurance amounts when due and shall comply with all applicable
minimum wage requirements with respect to its employees.

* Confidential Treatment Requested
5

X. Xxxxx will during the term of this Agreement maintain insurance
policies sufficient to protect its business against all applicable
risks. Without limiting the scope of the foregoing, Entel shall
maintain: Commercial General Liability coverage in an amount of not
less than $1,000,000 per occurrence for bodily injury or death,
personal injury, and property damage liability; and for all motor
vehicles used by employees during the course of this Agreement,
liability and property damage insurance in the amount of $1,000,000.
Entel agrees to name Triton as additional insured under the above
coverages. Entel will secure and maintain all required insurance for
its employees during the term of this Agreement. All subcontractors or
other agents hired by Entel under the terms of this Agreement must
adhere to the conditions contained in this paragraph, which shall be
paid by subcontractor, and Entel shall provide Triton with a copy of
said insurance. Entel shall provide Triton with evidence of such
insurance prior to commencement of work under this contract and as
otherwise reasonably requested by Triton.

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

11. ASSIGNMENT
----------

Assignment to Third Parties. Triton may freely assign its rights and
---------------------------
obligations hereunder. Except as specifically permitted herein, Entel may
not assign or transfer any right, interest, or obligation hereunder to any
third party without the express written consent of Triton, such consent not
to be unreasonably withheld or delayed; provided, however, Entel may freely
-------- -------
assign this Agreement to any affiliate of Entel upon written notice to
Triton. Any purported assignment in violation of this Section shall be
void.

12. INDEMNIFICATION
---------------

A. Except as a result of Entel's gross negligence or willful misconduct,
Triton agrees to defend and indemnify Entel for and hold it harmless
from any and all claims, actions, damages, or other liabilities
(including reasonable attorneys' fees) incurred by Entel as the result
of any act, error, omission, non-performance by negligence, or
wrongful act of Triton arising directly out of the performance of this
Agreement.

B. Except as a result of Triton's gross negligence or willful misconduct,
Entel agrees to defend and indemnify Triton for and hold it harmless
from any and all claims, actions, damages, or other liabilities
(including reasonable attorneys' fees) incurred by Triton as the
result of any act, error, omission, nonperformance by negligence, or
wrongful act of Entel arising directly out of the performance of this
Agreement.

13. MISCELLANEOUS
-------------

A. Choice of Law. The Agreement shall be governed by and construed in
-------------
accordance with the laws of the Commonwealth of Pennsylvania,
excluding the conflict of law provisions thereof.

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

to Triton,
to: and
Triton PCS, Inc. Triton PCS, Inc.
Drive, Suite 125 9211 Arboretum Parkway
Malvern, PA 19355 Xxxxxxxx, XX 00000
Attn: President Attn: General Manager

If to Entel,
to:
Entel Technologies, Inc.
0000 Xxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Attn.: Chief Financial Officer

C. Entire Agreement. This Agreement constitutes the entire agreement of
----------------
the parties with respect to the subject matters addressed, and shall
supersede any and all prior negotiations, understandings, and
agreements with respect hereto.

D. Modification. This Agreement may be amended only by a written
------------
instrument executed by an officer or authorized representative of each
of the parties.

E. Binding Effect. The Agreement shall be binding upon and enforceable by
--------------
and inure to the benefit of the successors, assigns, and transferees
of the parties.

F. Further Assurance. The parties shall execute and deliver such further
-----------------
instruments and perform such further acts as may reasonably be
required to carry out the intent and purposes of this Agreement.

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

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

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

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

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

L. Confidentiality. In order to permit Entel to perform its obligations
---------------
hereunder, Triton may from time to time disclose to Entel confidential
or proprietary information of Triton ("Confidential Information").
Entel shall use all Confidential Information solely for the purpose of
performing its obligations to Triton under this Agreement, and shall
keep confidential and not disclose to any other person, other than
employees or agents of Entel who agree to be bound by an equivalent
undertaking, any Confidential Information. The foregoing restrictions
shall not apply to any Confidential Information:

i. which is made public by Triton or which otherwise is or
hereafter becomes part of the public domain through no
wrongful act, fault, or negligence on the part of Entel;

ii. which Entel can reasonably demonstrate is already in Entel's
possession and not subject to an existing agreement of
confidentiality;

iii. which is received from a third party without restriction and
without breach of an agreement with Triton;

iv. which is independently developed by Entel as evidenced by
its records; or

v. which Entel is required to disclose pursuant to a valid
order of a court or other governmental body or any political
subdivision hereof; provided, however, that, to the extent
that it may lawfully do so, Entel shall first have given
notice to Triton and given Triton a reasonable opportunity
to interpose an objection or obtain a protective order
requiring that the Confidential Information so disclosed be
used only for the purposes for which the order was issued.

14. EFFECTIVE DATE

Notwithstanding anything herein to the contrary, Triton shall have the
right to terminate this Agreement upon written notice to Entel if Triton
has not acquired the PCS Licenses for the Service Area from AT&T provided,
--------
however, that if Triton fails to obtain such PCS Licenses for the Service
-------
Area from AT&T, then Triton shall pay to Entel all professional fees and
out-of-pocket expenses incurred by Entel, in accordance with the payment
terms under Section 4, prior to Entel's receipt of notification from Triton
of Triton's failure to obtain the PCS Licenses.

IN WITNESS WHEREOF, this Agreement has been duly executed as of the Effective
Date.

TRITON PCS, INC. ENTEL TECHNOLOGIES, INC.

By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxx
------------------------------- --------------------------

Name: Xxxxxx X. Xxxxxxx Name: Xxxx X. Xxxxx
----------------------------- ------------------------

Its: President Its: President
------------------------------ -------------------------

ATTACHMENT A
------------
Scope of Work

SERVICES: To enable Triton to develop, deploy, and deliver its PCS network,
Entel has been engaged to perform various Site Development Services as more
specifically described in the Attachments to this Attachment A ("Services").

Work Item Attachment
---------- ----------
Pre-zoning A-1
Pre-Design A-2
Site Selection A-3
Site Acquisition A-4
Site Survey A-5
Zoning X-0
Xxxxxxxx Xxxxxx X-0
Xxxxx Xxx/XXXX
Environmental Screening A-8
Project Reporting A-9
Geotechnical Report A-10
FAA Survey A-11
Construction Management A-12
Project Management A-13
Materials Management A-14

DEFINITIONS: For purposes of this Agreement, the following words will have the
following meanings:

"Building Permit Milestone" means completing to the reasonable satisfaction of
Triton all Building Permit Services described in Attachment A-7.

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

"PCS" Equipment means Triton's towers, antennas, and related equipment necessary
to deploy and deliver PCS from Sites in the MTA/BTA covered by this Agreement.

"RF" means Wireless Facilities, Inc.

"Construction Commencement Milestone" means completing all Phase One/NEPA
Environmental Project Reporting, Geotechnical Reports and FAA Survey services
described in Attachments A-8 through A-11.

"Construction Completion Milestone" means completing all Construction
Management, Project Management Services and Materials Management set forth in
Attachments A-12 through A-14.

"Lease Milestone" means completing all Site Selection and Site Acquisition
services set forth in Attachments A-3 through A-4.

"Site Survey Milestone" means completing all Pre-Zoning and Pre-Design services
set forth in Attachments A-1 through A-2.

"Zoning Milestone" means completing all Site Survey and Zoning Services set
forth in Attachments A-6 through A-7.

ATTACHMENT A-1
--------------
Pre-Zoning

1. Entel will work with Triton to develop zoning classifications to be
utilized in this phase of the project.

2. Entel will identify, within the BTA coverage area as defined by Triton, all
zoning jurisdictions within the BTA. Entel will obtain zoning maps and
regulations for each jurisdiction, identifying all restrictions, including,
but not limited to height restrictions, setback requirements, fence height
restrictions, tower fall zones, and other restrictions. Entel will obtain
the names and telephone numbers of zoning and building permit contact
persons.

ATTACHMENT A-2
--------------
Pre-Design

1. Entel will identify and catalog all potential sites available to Triton from
site providers that previously leased space to an Entel client or expressed
an interest in leasing space to Entel ("Friendly Sites").

ATTACHMENT A-3
--------------
Site Selection

1. RF will issue a search ring based on its preliminary design (such design will
consider Friendly Sites).
2. RF will deliver search rings to Triton, which will then issue search rings to
Entel.
3. [***].
4. Entel will identify [***] potential candidates for each search ring within
[***] after receipt of the search ring from Triton. Entel shall have an
additional [***] to identify potential candidates for additional search rings
if Triton has delivered more than [***] search rings to Entel within a
calendar week. If [***] such candidates are not available, Entel will
furnish to Triton a written explanation of Entel's reason(s) why unavailable.
5. Triton will approve or reject candidates or re-design a search ring at
Triton's option.
6. Entel will utilize necessary resources to comply with Triton's established
scheduled time lines in accordance with Section 6 of the Agreement.
7. Entel will provide search ring reports containing the following minimum
information:

A. BTA
B. Site name
C. Acquisition Agent
D. GPS coordinates
E. Site locale
F. Site address or exact location if address unavailable
G. 4 photos taken from site (photos should be taken for a 360 orientation
for a rooftop site)
H. 4 photos taken of the site
I. Name of site owner and manager and address (if applicable)
X. Xxxxxx'x name and address
K. Proposed monthly lease rate/purchase price/term
L. 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.
M. Presence of transmitters, receivers, or antennas visible in the area
including operating frequencies, photographs
N. Indicate if space available is/has:

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

* Confidential Treatment Requested

ATTACHMENT A-4
--------------
Site Acquisition

Entel shall coordinate closely all site acquisition work with any Third Party.

1. If the site is to be acquired by lease, Entel will be responsible for
securing proper execution by the site owner/landlord of the appropriate form
of lease with respect to each proposed site. [***]. [***]. Entel will follow
all negotiating guidelines provided by Triton and will not submit any
proposed agreement for Triton's consideration that is clearly outside of the
provided guidelines .

2. 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:

a. 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);

b. acquire an ALTA title insurance policy on ground leases, insuring that
Triton 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
to be in such amount and to contain such exceptions to title as are
satisfactory to Triton in Triton's sole discretion, and in this regard
the title insurance requirements to be followed by Entel with respect
to the insuring of the leasehold shall be substantially the same as
the title insurance requirements set forth in this Scope of Work for
purchase of sites below ;

c. perform or coordinate with the subcontractor or third party (`Third
Party") to ensure that all applicable due diligence tests and studies
have been performed prior to Triton executing the lease to determine
to Triton's reasonable satisfaction that the proposed site is suitable
for Triton's intended use of it, including, but not limited to:

. soil suitability and compaction testing in accordance with
Attachments A-10 and A-11with respect to ground lease sites and
vacant land sites only; and

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

. a Phase I environmental assessment with respect to ground lease
sites, switch sites, and vacant land sites.

In addition, the following tasks shall be performed and confirmed in
writing by Entel, or Entel shall coordinate with a Third Party to
perform and confirm in writing:

. legal access to the site;

. adequate utility service available to the site consistent with
specifications provided by Triton to Entel;

. necessary building permits or other required governmental
approvals relating to the construction and installation of
Triton's equipment or other improvements at the site;

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

* Confidential Treatment Requested

ATTACHMENT A-4
--------------
Site Acquisition

(continued)

. proper zoning for Triton's intended use or whether a zoning
change or variance will be necessary;

. detailed construction drawings and plans and specifications for
all improvements to be constructed or located upon the site
obtained by Entel;

. 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.

e. If the site is to be acquired by purchase, Entel shall additionally

. complete all due diligence items to Triton's reasonable
satisfaction which are conditions to Triton's purchase of a
site as set forth in a purchase agreement (which is to be
substantially in the form provided by Triton to Entel),
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
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 to reasonably determine whether the site is
suitable for Triton's intended use of it;

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

. provide preliminary closing statement figures to Triton with
respect to the purchase of the site not less than ten (10) days
prior to the projected closing date; and

. 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 Triton completes the purchase of a site with outstanding
title requirements unsatisfied, and Entel has so advised Triton
in writing thereof, then Entel has no liability or
responsibility to Triton with respect to any such unsatisfied
requirement.

ATTACHMENT A-5
--------------
SITE SURVEY

1. Entel will obtain and deliver to Triton an ALTA/ACSM minimum standards
survey with such additional items as may be required by Triton, certified
by a licensed surveyor, and site plan/architectural drawings required by
local zoning authorities. (Entel may subcontract this work locally.) Survey
drawings shall include, without limitation:

a. site name and number;

b. legal description of parcel, access road easement and utility
easement;

c. relationship of site parcel to adjacent property boundaries by
distance and direction;

d. site parcel and adjacent parcels by map and parcel number, by
deed book and page, and by ownership;

e. name, telephone number, and address of surveyor and office
contact;

f. the location of all matters described in recorded instruments
affecting the site if capable of being shown on a survey;

g. results of flood plain determination.

2. Entel will secure and deliver to Triton any required survey plats, mylars,
exemption plats, or other survey documents required along with any required
signatures.

ATTACHMENT A-6
--------------
ZONING

1. Entel will prepare and submit all zoning applications and appeals with
required drawings and other related materials and it will obtain any
required zoning approval.

2. Entel will attend all required hearings and represent Triton at Triton's
request.

3. Entel will determine needed compliance with any subdivision regulations for
purchased sites.

4. Entel will involve legal counsel only in zoning situations in which Triton
agrees legal representation is warranted.

5. Entel will provide staffing, at its expense, and the necessary associated
equipment to scan photographs into a document format. If further
enhancement is required to create special presentation quality materials
for a landlord or zoning approval, Triton agrees to the use of a Third
Party at its specific approval and expense.

ATTACHMENT A-7
--------------
BUILDING PERMIT

1. Entel shall apply for, coordinate/track, and obtain building permit.

ATTACHMENT A-8
--------------
PHASE ONE/NEPA ENVIRONMENTAL SCREENING

Within a reasonable period after Triton has approved a primary site candidate
for a search ring:

1. Entel agrees that within its scope of work shall be included a
comprehensive investigation and completion of NEPA checklist for all actual
or potential federal, state, local, or other jurisdictional environmental
requirements, including, but not limited to, the XXXX Title II and Federal
Communications Commission regulations regarding Environmental Assessments
(e.g., FCC Rules on Environmental Impact, 47 C.F.R. 1.11307) referred to as
"Environmental Screening." Triton shall complete, execute, and submit a
fully executed original NEPA Checklist for each site. The NEPA Checklist
shall be in the form acceptable to Triton and shall include, without
limitation, whether a proposed site:

a is located in an officially designated wilderness area;
b is located in a designated wilderness preserve;
c may affect threatened or endangered species or their habitats;
d may affect sites listed on the National Register of Historic Places;
e may affect Indian religious sites;
f is located in a flood plain;
g may involve a significant change in surface features;
h whether an antenna tower to be equipped with high intensity white light
would be located in a residential neighborhood.

2. Entel agrees that it shall engage an environmental consultant to perform a
Phase One Environmental Assessment ("Phase One") in accordance with Triton
standards. The results of such assessment shall be delivered to Triton in
writing.

3. At Triton's option, Entel will coordinate 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.

4. Entel agrees that the results of any and all Environmental Screening and
Phase One performed Third Party shall be reported to Triton. Entel
acknowledges that the timely reporting of such information may influence
the site acquisition decision, and Entel shall pro-actively work in good
faith with Triton to arrive at the optimal site acquisition decision in
light of such information. Entel agrees to seek indemnification for Triton
from the Third Party for any costs, including reasonable attorneys' 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 Attachment A-8.
Should Entel not obtain this indemnification for Triton in the Entel/Third
Party agreement, Entel agrees to indemnify Triton for any costs, including
reasonable attorneys' 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 Agreement.

ATTACHMENT A-9
--------------
PROJECT REPORTING

1. Entel will provide Triton with weekly reports showing project status. This
status report will be put into a format acceptable to Triton. Report
information will be transmitted to Triton via electronic means. Each status
report must include all the following items. Next to each task must be
included the date it was completed or the expected date of completion.

a BTA name
b Cell name
c Grid ID
d Site ID
e Acquisition received search ring
f Search area report delivered to RF
g Site approved by RF, Entel & Triton
h Draft lease/option delivered to Triton
i Legal review of lease/option complete
j Lease execution
k Lease memo recorded
l Loading study complete
m Survey and site plan complete
n Soil borings complete
o Flood way investigation complete
p Lien and title insurance complete
q Phase I NEPA checklist complete
r Zoning approved
s Building permit obtained
t Property closed
u Site released to construction
v FAA approval
w Construction started
x Construction completed
y Summary report of number of sites at each above stage by completion

2. Additional items to report may be added to the above list as reasonably
determined necessary by Triton.

ATTACHMENT A-10
---------------
GEOTECHNICAL REPORT

1. Entel will use Third Party to obtain geotechnical report for applicable land
sites. Geotechnical report shall be completed in accordance with Triton
standards and laws of any applicable jurisdiction.

ATTACHMENT A-11
---------------
FAA SURVEY

1. FAA Surveys are to be coordinated and tracked by RF, except as otherwise
specified by Triton.

ATTACHMENT A-12
---------------
CONSTRUCTION MANAGEMENT

y) Pre-construction Planning

In support of the pre-construction planning requirements, Entel will complete
the following activities:

10. Receive in a recordable form a Memorandum of Lease and any Subordination
and Non-Disturbance Agreements for signature by applicable parties,
substantially in forms provided to Entel by Triton.
20. Conduct construction feasibility assessments with all applicable
subcontractors to assess construction costs, identify potential problems,
and develop the most efficient design for each of Triton's sites.
Coordinate the production and review of all construction drawings to
ensure compliance with Triton's specifications and requirements.
30. Coordinate and manage new service requests, field surveys, and the
installation of power and telephone service to ensure that new utility
service is supplied on time and in compliance with Triton's
specifications. Act as a liaison with local building jurisdictions to
ensure that construction permits are expedited and that questions are
answered or additional information is provided as required.
40. Qualify and select Construction Subcontractors. Develop and deliver
request for quotation packages and systematically evaluate the responses.
Each subcontractor is required to participate in a thorough qualification
process during which Entel will ensure 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 all subcontractors. Coordinate subcontractor's
selection activities with Triton. 50. 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.
60 Develop a Master Construction Plan that includes a detailed schedule for
each of Triton's sites. Entel shall continuously monitor and update to
ensure compliance with project milestones.

6. Construction Execution

In support of construction execution, Entel will:

10. 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.
20. Provide on-site supervision of all construction activities to minimize
disruption to property owners and to ensure adherence to construction
specifications and standards, and complete construction in compliance
with Triton's construction schedule.

2. Quality Assurance

As part of its quality assurance services, Entel will:

1. Conduct a thorough quality assurance inspection upon completion of each
site, ensuring that each of Triton's punch list items is resolved within
[***].
2. Coordinate and attend site inspections with all local building department
representatives.
3. Prepare detailed as-built drawings that accurately reflect the
installation at each site.
4. 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.

* Confidential Treatment Requested

ATTACHMENT A-13
---------------
PROJECT MANAGEMENT

Entel will provide the following services:

1. Develop and implement a thorough deployment plan which tracks all
activities associated with site acquisition 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.

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

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.

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

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

6. Manage and coordinate interactions between site acquisition and site
construction. Ensure that both formal and informal communications
between these Milestone Services are effective and in the best interests
of Triton. Manage and coordinate interactions among site acquisition 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 interests of Triton.

ATTACHMENT A-14
---------------
MATERIALS MANAGEMENT

Entel will provide the following services:

1. Provide Procurement Coordinator(s) at the Triton Project office that will be
responsible for all material take-offs, ordering, tracking, coordination of
deliveries, and processing of invoices for all material related to the
construction of the sites. Triton will order the radio equipment.

2. Use primary vendor(s), selected by Triton, to order all standard material
for the construction of the sites.

3. Obtain no less than [***] bids from manufacturers of custom and additional
items such as electrical, masonry and roofing materials and miscellaneous
hardware.

4. Develop detailed bills of material for each site.

5. Present the bills of materials to Triton for review, approval and issuance
of a purchase order.

6. Place the order with the supplier using the purchase order generated by
Triton.

7. Track the status of the order using both the suppliers material management
system and internal project scheduling.

8. Coordinate the time and place for the delivery of material among all parties
and schedule appropriate personnel and equipment needed to accept the
shipment.

9. Manage back-up material stock, provided by the vendor at a location
designated by triton.

10. Ensure that adequate security measures are taken to prevent the loss of
materials once they are delivered to the site.

11. Accept and verify the shipments by comparing the original order and the
packing slip.

12. Accept, compile and maintain all packing slips (or other form of
verification), invoices and other related documents.

13. Review and approve all material invoices for submittal to triton in site
invoice packages that include the invoice, a copy of the purchase order and
packing slips or other form of verification for final approval and payment
by Triton.

14. Provide in the Completed Site Package a form detailing the types and
quantities of materials used on the site.

* Confidential Treatment Requested

Attachment B
------------

to the
------

Site Development Services Agreement
-----------------------------------

Between
-------

TRITON PCS, INC. & ENTEL TECHNOLOGIES, INC.
-------------------------------------------

-------------------------------------------------------------------------------------------------------------
DATE
SEARCH Cell Id # Estimated Milestone Completion Dates
RING For Site Development Services
ISSUED Cell Name --------------------------------------------------------------------------------
Site ZONING BUILDING CONSTRUCTION CONSTRUCTION
Survey Lease PERMIT START COMPLETION

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

42 TOTAL SITES
-------------------------------------------------------------------------------------------------------------

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

AGREED & ACCEPTED:

Triton PCS, Inc.

By: ____________________________________

Its: ___________________________________

Date: ___________________________________

Attachment B-1
--------------
Critical Dependency Schedule

Recognizing the benefits to both parties that Entel satisfy the Site Development
Services Schedule of Attachment B, Triton and Entel agree to exert all
commercially reasonable efforts to meet the Critical Dependency Schedule set
forth below. Notwithstanding the above, Entel agrees that the Critical
Dependency Schedule is non-binding to Triton and its purpose is to illustrate
ideal response time. Entel further agrees that any failure to meet the Site
Development Services Schedule of Attachment B cannot be overlooked simply by
Triton's failure to meet the Critical Dependency Schedule, as set forth in this
Attachment B-1, unless Triton's failure is frequent and significantly
delinquent.

For purposes of this Critical Dependency Schedule, "Site agreement" means an
option to lease or purchase a Site from a site Owner, or a lease for a Site from
a Site Owner entitling Triton to accept such lease under the terms and
conditions negotiated and approved by Triton and/or to terminate such lease
under the termination provisions of such lease.

Item Time Frame
(in business days)

a) Triton to provide Entel with Triton's [***] after Entel completes Pre-Design in section 2
preliminary acceptance or rejection of Friendly of Scope of Work; if more than [***] friendly Sites
Sites as identified by Entel under Attachment A-2 are identified to Triton by Entel in any [***]
period, Triton shall have an additional [***] to
provide Entel with Triton's preliminary approval or
rejection of each friendly Site exceeding [***],
and [***] additional days for any exceeding [***]
in such period.

b) Triton to provide Entel with Triton's [***] after delivery of Site information to Triton
preliminary acceptance or rejection of search by Entel ([***] if Triton considers it appropriate
ring Sites identified by Entel under Attachment to radio-test the Site, with such [***] days to
A-2 begin after access to Site is available); if more
than [***] friendly Sites are identified to Triton
by Entel in any [***] period, Triton shall have an
additional [***] days to provide Entel with
Triton's preliminary approval or rejection of each
friendly Site exceeding [***], and [***] additional
days for any exceeding [***] in such period.

c) Triton to redesign search ring or area where [***] days after request to do so by Entel.
no suitable Sites found (unless redesign is
impracticable, in which case Triton shall so
advise Entel that no redesign is necessary)

* Confidential Treatment Requested

Item Time Frame
(in business days)

d) As each Site is preliminary accepted by [***] days after receipt of site agreement terms of
Triton, Triton to communicate to Entel its Site Owner (if more than [***] site agreements are
(Triton's) comments/revisions, if any, to Site received by Triton in any [***]-day period, Triton
Owner's conditions for site agreement(s) for Site shall have an additional [***] days to communicate
its comments to Entel for each site agreement
received in such period exceeding [***], and [***]
additional days for any exceeding [***] in such
period).

e) * As to site agreements finally satisfactory [***]days after submission to Triton by Entel of
to Triton and Site Owner, Triton to execute site site agreements (for each site agreement requiring
agreements (with intention of parties that Entel an initial or upfront payment exceeding [***],
will then commence in full its due diligent Triton has a total of [***] days to obtain its
services as set forth in Attachments A-1 through execution).
A-8, or sooner if requested by Triton) and
Triton may also perform due diligence to
ascertain Site feasibility, etc. and at any time
Triton determines Site is not feasible, Triton
may terminate any such site agreement, and such
site will not be deemed an acquired Site.

f) * Triton to give Entel all of Triton's [***] days after submission to Triton by Entel of
objections/comments on title report for Site title report (if more than [***] title reports are
received by Triton in any [***]day period, Triton
shall have an additional [***] days to give
objections/comments on each report exceeding [***]).

g) * Triton to give Entel documents needed to [***] days after Entel provides Triton with
cure title objections for Site (or notice that objection.
no documents are satisfactory to Triton for
curing such objections)

* Confidential Treatment Requested

Item Time Frame
(in business days)

h) Triton to give Entel approval or disapproval [***] days (as to subcontractors and Triton by
(and reasons for purchase orders/bids submitted Entel upon or within [***] days after execution by
to disapproval) of subcontractors of Entel and Triton of this Agreement), and [***] days (as to
purchase orders or bids obtained from time to subcontractors and purchase orders/bids submitted
time by Entel to Triton by Entel anytime [***] or more days after
Triton's execution).

i) i. Triton shall provide Entel all [***] days after initial term commences.
"General Forms" defined and listed on
Attachment G hereto

j) Triton shall provide Entel with description [***] days after initial term commences.
of not less than 80% of Triton's desired initial
MTA coverage objective

k) Triton shall provide Entel with a description [***] days after initial term commences.
of the balance of Triton's desired initial MTA
coverage objective

l) Triton shall provide Entel with general [***] days after execution of this Agreement.
physical equipment specifications

m) Triton to provide to Entel all pertinent Site [***] days after Entel's request for such
building permit information involving vendors information, and provided Triton has determined
that Entel does not have direct control over such Site is practical for Triton's effective
delivery of PCS from such site. practical for
Triton's effective delivery of PCS from such Site.

[***].

* Confidential Treatment Requested

Attachment C
------------
Triton Standard Hourly Rates

Position Hourly Rate
-------- -----------
Corporate Staff
---------------
Chief Executive Officer [***]
President [***]
Account Manager [***]
Program Management Specialist [***]
Office Manager [***]
Account Clerk [***]

Site Acquisition Staff
----------------------
Project Manager [***]
Site Acquisition Team Leader [***]
Site Acquisition Specialist [***]
Site Acquisition Project Coordinator [***]
Zoning Manager [***]
Legal Assistant [***]
Database Administrator [***]
SA Administrative Assistant [***]

Construction Staff
------------------
Construction Manager [***]
Construction Supervisor [***]
Construction Project Coordinator [***]
Utility Permit Coordinator [***]
CM Administrative Assistant [***]

* Confidential Treatment Requested

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