TELECOMMUNICATIONS LEASING MASTER AGREEMENT

THIS TELECOMMUNICATIONS LEASING MASTER AGREEMENT (this"_Agreement") is dated this’~ day of ~g.,0~,’~ ,2011, by and between PRINCEGEORGE’S COUNTY BOARD OF EDUCATION, a body corporate ("Board" or ’°SchoolBoard"), and MILESTONE COMMUNICATIONS MANAGEMENT llI, INC., a Delawarecorporation ("M~__~"), with reference to the following:

A. School Board owns certain real property located in Prince George’s County,Maryland, and more particularly described in this Agreement.

B. School Board and Manager wish to enter into an Agreement by which SchoolBoard shall provide Manager with the right to lease a portion of such properties from SchoolBoard for the purpose of constructing one or more telecommunications monopoles thereon, andleasing space on the monopole(s) and ground to telecommunication service providers.

C. Nothing in this Agreement shall confer or create any exclusive relationshipbetween the Parties as it pertains to construction of telecommunication monopoles and leasing ofspace thereon, with the exception of those limitations and/or conditions set forth in paragraph 5.6of the Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged, the parties agree as follows:

1. Agreement to Lease. Subject to the terms and conditions set forth below, with respectto each Approved Site, School Board shall lease to Manager a mutually acceptable portion ofsuch Approved Site reasonably sufficient for the construction of up to two (2) Monopoles and aEquipment Facility. Designation and approval for each Site for placement and construction oftelecommunications monopoles shall occur in compliance with school system AdministrativeProcedure 0800 on Telecommunications Transmission Facilities. Manager shall have the right torequest a third Monopole on any Approved Site, which School Board agrees to reasonablyconsider, given all relevant facts and circnmstances. Together with the lease of a portion of theApproved Site, the School Board shall also provide Manager and/or the applicable utilitycompany with usual and customary easements for electrical and other utility service, and ingressand egress to the Monopole and Equipment Facility, in a location deemed acceptable to theSchool Board. At the request of Manager, the School Board shall execute a Memorandum ofeach executed Site Lease, which Manager may cause to be recorded among the land records ofPrince George’s County, Maryland, at Manager’s sole cost and expense. Upon termination orexpiration of the applicable Site Lease, Manager agrees to execute and deliver to the SchoolBoard a release of any such Memorandum of Site Lease recorded, which the School Board shallbe entitled to record when the applicable Site Lease expires or is terminated.

2. Term of Al~reement.

2.1. The term of this Agreement shall be five (5) years, commencing on thedate of this Agreement and continuing until ~-g$~u~.¢~’/ (o , ZO|~ subject to any earliertermination as set forth herein (the "Term"). If either party wishes to so extend the Term, it shall

provide written notice to other party thereof and the other party shall respond in writing withinfourteen (14) days whether it elects to so extend the Term or allow the Agreement to terminate atthe end of the current Term. In the event that the parties agree to extend the term of thisAgreement, an amendment to this Agreement confirming the extension of the Term shall beexecuted and delivered.

2.2. If at or before the end of the Term, Manager has (a) received FinalApproval and filed a TTFCC/PERMIT Application with respect to an Approved Site and (b) one(1) or more Approved Carriers have executed letters of intent to lease space on the Monopole tobe constructed on such Approved Site when completed, then Manager shall have up to anadditional twelve (12) months to obtain all Governmental Approvals for the Approved Site;provided, however, that Manager at all times shall diligently pursue such GovernmentalApprovals. If Manager obtains the Governmental Approvals within such twelve (12) monthperiod, School Board shall execute a Site Lease with regard to such Approved Sitenotwithstanding that the Term hereof has expired. Not later than ten (10) days after the end ofthe Term, Manager shall present to the School Board a list of Sites subject to lease under thisSection 2.2, and shall keep the School Board Project Manager apprised at least monthly inwriting of the status of such Governmental Approvals.

2.3. School Board and Manager acknowledge and agree that the expiration ofthe Term hereof shall in no way affect, reduce or terminate the term of any Site Lease then (orthereafter in accordance with Section 2.2 above) in existence or Manager’s rights thereunder.

3. Duration of Site Leases; Terms.

3.1. The term of each Site Lease shall be an initial term often (10) years, withup to four (4) 5-year extension terms, commencing on that date such Site Lease is executed. Theterm of each Site Lease shall be set forth therein, and shall control over any contrary provision ofthis Agreement. Notwithstanding the foregoing, if after the execution of any Site Lease, at leastone Monopole is not constructed within twelve (12) months after the date of the Lease, and one(1) Carrier Sublease executed and paying full rent, such Site Lease may be terminated by SchoolBoard with thirty (30) days written notice to Manager. Further, in the event that at any time afterthe initial construction ofa Monopole on a Site, and the occupancy thereof pursuant to a CarrierSublease, such Monopole remains vacant (i.e., with no Carrier Sublease applicable thereto) andno Carrier is paying rent therefor for a period in excess of twelve (12) consecutive months, suchSite Lease may be tern~inated by School Board with thirty (30) days written notice to Manager,Manager or School Board may terminate any Site Lease with sixty (60) days prior notice to theother Party if(a) Manager is unable to obtain or maintain in force all necessary GovernmentalApprovals, (b) a material change in government regulations makes it impractical, impossible,

. unlawful or uneconomic for Manager to continue to operate the Facilities under such Site Lease,(c) interference by or to Manager’s operation cannot, despite good faith negotiations betweenManager and the School Board in accordance with the terms hereof, be resolved, or (d) the Siteor the Facilities are destroyed or damaged or taken in whole or in part (by condemnation orotherwise) sufficient in Manager’s reasonable judgment, adversely to affect Manager’s use of theFacilities.

3.2. Each lease for an Approved Site shall be in the forna of the Site Lease,with such minor modifications as shall be reasonably required to reflect the particular conditionson the Site.

4. Duration of Carrier Subleases; Terms.

4.1. Each Carrier Sublease shall be for a term no longer than the term of theSite Lease for the applicable Site.

4.2. Manager shall be entitled to sublease space on a Monopole or in anEquipment Facility without School Board’s prior approval provided that (a) the Carrier Subleasehave a rider attached in the form of Schedule 4.2-! attached hereto, (b) the sublessee is anApproved Carrier, as defined in Section 21.2 of this Agreement, (c) no Event of Default existshereunder, (d) the term of the Carrier Sublease does not exceed the term of the applicable SiteLease, and (e) Manager fm-nishes School Board and its counsel with a copy of such subleasewithin thirty (30) days after execution thereof. Otherwise, any lease, sublease, license or otheroccupancy agreement with respect to any Site shall be in form and substance approved by SchoolBoard.

5. Site Assessments; Approved Sites; Development.

5.1. Within a commercially reasonable period after the date hereof, Managershall, at its sole cost and expense, prepare and deliver to School Board a Site Assessment withregard to each Site. Should Manager wish to perform any on-site tests or studies with respect toany Site, Manager shall first contact School Board to arrange a mutually acceptable time for suchtests and studies to be conducted. School Board may elect to have School Board personnelaccompany the person or persons performing such tests and studies. Following any such testsand studies, Manager shall immediately restore the Site to its previous condition. Manager shallperform any such tests and studies in a manner so as to minimize any impact on any school orschool-related activities on the Site. School Board shall have the right to withhold its consent toany tests or studies which, in the sole and absolute determination of School Board, maymaterially alter any Site or interfere with school or school-related activities. At School Board’srequest, Manager shall also furnish proof that Manager and its contractors have the insurancecoverage required under Section 13 hereof.

5.2. At any time during the Ten, a, Manager may submit to School BoardProject Manager a Request for Approval with respect to one or more Sites. Upon Manager’sRequest for Approval of a Site for Development, following shall occur:

(a) School Board Project Manager shall contact the manager of theSite (if any) for the purpose of scheduling a meeting to solicit the parties’ input into andconcerning Development of the Site, and thereafter obtaining Preliminary Approval.

(b) At such time as Preliminary Approval has been obtained for a Site,Manager shall cause to be prepared and deliver to School Board Project Manager a Site Plan forthe Site, consistent with the Preliminary Approval.

(c) At such time as the Site Plan is approved by School Board ProjectManager, Manager shall present the Site Plan to the School Board for Final Approval, whichshall be contingent on Manager obtaining all Governmental Approvals for the Site. Upon FinalApproval by the School Board, Manager shall promptly file a TTFCC/Permit Application withrespect to the Site, and shall thereafter diligently seek all other Governmental Approvals.Manager shall provide SchoOl Board Project Manager with copies of such TTFCC/PermitApplications promptly when filed, and shall keep School Board Project Manager apprised of itsprogress.

(d) Designation and the approval process for each Site shall also occurin compliance with school system Administrative Procedure 0800 on TelecommunicationsTransmission Facilities.

(e) Upon approval of the TTFCC/Permit Application and upon finalapproval of the Board, School Board and Manager shall execute a Site Lease for the applicableSite. Following approval of the TTFCC/Pennit Application and upon final approval by theBoard, the School Board hereby authorizes the School Board Project Manager to enter into a SiteLease (and any other necessary documents directly related to such Site Lease) for such Sitewithout further School Board approval.

5.3. In connection with Manager’s TTFCC/Permit Application and theprocessing by Manager of all other Governmental Approvals, when a Site receives FinalApproval, at Manager’s request, the School Board Project Manager shall execute a letterconfirming that School Board and Manager intend to enter into a Site Lease upon approval of theTTFCC/Permit Application and Board, and that Manager is authorized by the School Board tosubmit the TTFCC/Permit Application. The School Board, at no cost to the School Board,agrees to cooperate with Manager in securing any Governmental Approvals or other approvalsthat may be required in connection with any of Manager’s Development of any Site.

5.4. Upon the execution of a Site Lease, Manager shall promptly commenceand diligently pursue the Development of the Approved Site.

5.5. Within ten (10) days after the earlier to occur of that date on which (i)Manager receives all Governmental and Board Approvals for a particular Site, or (ii) Managercommences construction related work on such Site, Manager shall pay School Board a Site Feeof Twenty-Five Thousand and No/100 Dollars ($25,000.00) (the "Site Fee"). In the eventManager fails to timely pay any Site Fee due hereunder, Manager shall, in addition to owingSchool Board such Site Fee, pay to School Board interest on the amount thereof from theeleventh day following the earlier to occur of(i) or (ii) above to and through the date of paymentof such Site Fee to School Board, in an amount equal to the Prime Rate of interest as publishedfi’om time to time by The Walt Street Journal plus four percent (4%).

5.6. The School Board agrees that it shall not, without written consent ofManager, during the Term, lease, license or grant any interest in any portion of any Site (forwhich a Site Lease has been executed) to any telecommunications or other wireless serviceprovider, or to any party constructing monopoles for lease to telecommunications or wirelessservice providers, other than Manager, except as may be permitted in accordance with Section 10

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hereof. Notwithstanding the foregoing, the School Board shall be permitted to license, withoutthe requirement for payment of any compensation to Manager, one (1) platform on theMonopole on each Site to governmental entities (which license shall include a ground locationfor School Board to construct a facility to install its ground based facilities appurtenant thereto),provided that the transmissions do not interfere with those of any Approved Carrier on the Site(or under a letter of intent) at the time such license is granted, and further, School Board shall beentitled to license space within a Site to any other governmental agency for construction of amonopole for its own use (but not for commercial resale), in accordance with Section 10 hereof.

6. Duties of Manager; Compensation.

6.1. Manager shall exercise commercially reasonable efforts to market andlease Sites to maximize revenue to both parties.

6.2. As its sole compensation for performing any of the duties hereunder andfor performing the obligations of the sublandlord under any Carrier Sublease, Manager shall beentitled to retain sixty percent (60%) of the Gross Revenues derived from the use, leasing oroccupancy of any Monopole, Equipment Facility or Site pursuant to this Agreement and theapplicable Site Lease.

7. Duties of School Board;~ensation.

7.1. School Board shall receive no other consideration from Manager forentering into this Agreement.

7.2. In consideration of the leasing of any particular Site under and pursuant toa Site Lease, not later than the tenth day of each calendar month during the term thereof,Manager shall pay to School Board an amount equal to forty percent (40%) of the GrossRevenues derived from the use, leasing or occupancy of any Monopole, Equipment Facility orSite pursuant to the Site Lease for the preceding calendar month. It is intended that this sumshall be absolutely net of all expenses related to the Facilities, which shall be borne by Manager;provided however that in the event any real estate related ad valorem or other taxes are assessedagainst the Facilities (as opposed to personal property or the income derived from the Facilities)the same shall be deducted from Gross Revenue for purposes of the calculation of compensationpayable to School Board hereunder. In the event Manager is successful in having any carrierunder a Carrier Sublease reimburse Manager for all or any portion of the Site Fee payable byManager hereunder and/or the cost and expense of bringing utility and other services to the Site(provided that such reimbursement is not in lieu or in substitution for any rent thereunder), suchcosts shall not be included in Gross Revenue for purposes of the calculation of compensationpayable to School Board hereunder. The compensation hereunder to School Board shall beaccompanied by a statement, signed by an officer of Manager, verifying the calculation of thecompensation for the applicable month.

7.3. In addition to the foregoing, any sum not paid by Manager when due shall(a) be subject to a late charge of five percent (5%) of the amount due and (b) bear interest fromthe date due at a rate of fifteen percent (15%) per annum.

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7.4. School Board shall appoint from time to time the School Board ProjectManager for the performance of School Board’s review function hereunder. The School BoardProject Manager shall have the authority to review and approve those submissions to be made byManager hereunder, to attend meetings and represent School Board thereat, and, upon approvalby the Board, to execute Site Leases on behalf of School Board.

8. Ownership of Site Improvements; Removal. Ownership of the Facilities located onan Approved Site shall remain with Manager until the term of the Site Lease for the ApprovedSite expires or otherwise terminates. Within sixty (60) days after the end of such term, SchoolBoard shall notify Manager of its election to (a) have Manager remove any or all of the Facilitiesfrom the Approved Site or (b) have the Monopole and/or Equipment Facility remain on theApproved Site. If School Board fails to make such an election within the sixty (60) day period,Manager shall inform School Board in writing, and School Board shall have an additional thirty(30) days to make the election. If School Board fails to make an election, it shall be deemed tohave elected option (a). If School Board elects or is deemed to elect option (a), Manager shallpromptly (and in any event within one hundred twenty (120) days) remove the designatedFacilities from the Approved Site, at Manager’s sole cost and expense; provided, however, thatManager shall be entitled to leave in place underground cables which do not and wilt not presenta health or safety risk, and any other improvements which are 2 feet or more below grade. If theLessor elects option (b), upon termination or expiration of the applicable Site Lease, title to thoseFacilities designated by the Lessor shall vest in the Lessor, without the need for additional actionby the Lessor or Manager, and Lessor agrees to assume all responsibility and liability for theFacilities and any damages or claims related thereto, with the exception of damages or claimsthat arose during the term of this Agreement or applicable Site Lease, or arising or resultingthereafter, to extent caused by the negligence and/or intentional conduct or acts by the Manageror Site Lessee in the construction, installation, design and maintenance of telecommunicationtransmission facilities or from their use, placement and operation on Board property.Notwithstanding the foregoing, if so requested by either party, Manager shall execute and deliversuch further assurances thereof as requested by the other p~irty.

9. Assignment; Financing.

9.1. This Agreement may not be assigned in whole or in part, without the priorconsent of School Board. Notwithstanding the foregoing, School Board agrees to give priorconsent for an assignment to any corporation, partnership or other entity which has an adjustednet worth (determined in accordance with generally accepted accounting principles consistentlyapplied) of at least $100,000,000, provided that the proposed assignment is to no more than two(2) separate companies, and upon the Board being provided with documentation verifying suchnet worth of the assigned entity.

9.2. Individual Site Leases and Carrier Subleases may be collaterglly assignedby Manager to a Lender as security for Manager’s financing, subject to the terms and conditionsset forth therein.

10. Rip.ht of First Offer. Subject to Section 5.6 hereof, during the Term (and anyextension of the Term) and thereafter during the first ten (10) years of the term of each SiteLease, School Board shall not lease any Site (fo~ which a Site Lease has been executed) to a

person or entity competing with Manager in the business of constructing towers or monopoles tolease or license to third parties. If School Board is contacted by any telecommunications carrieror service provider with regard to any such Site, School Board shall direct such Carrier to discusswith Manager the possibility of locating on one of the Monopoles. If after not less than sixty(60) days negotiation, the Carrier informs School Board that it was unable to reach an agreementwith Manager, School Board shall be entitled to enter into an agreement With that Carrierpermitting the Carrier to construct a monopole, tower or similar structure and operate thereon, orotherwise operate on such Site, provided that such operation does not cause signal interferencewith any Carrier operating on a Monopole at that time. Such agreement sha!l be on terms andconditions satisfactory to School Board in its sole discretion. If School Board breaches thisSection, Manager shall have the right to pursue any and all remedies available to Manager underthis Agreement, the applicable Site Lease or applicable law including, without limitation,injunctive relief

11. Condition of Property. Except as specifically provided in this Agreement, Manageracknowledges and agrees that each Approved Site will be leased to Manager in an "AS IS,WHERE IS," condition, without warranty of any kind, express or implied, including withoutlimitation warranty of merchantability or fitness for a particular purpose, subject to all defects,latent or patent, known and unknown, apparent or hidden, including environmental conditionsand matters, which currently exist or may in the future arise. Manager hereby waives all rights,remedies and causes of action against School Board resulting from or relating to the condition ofthe Site. By executing a Site Lease, Manager acknowledges that it has had the opportunity toinspect the Site, and is relying solely on that inspection, and not on any representation orwarranty of School Board in leasing the Site, including the presence of any hazardous materialsor other conditions that might render the site unfit for its intended use. Notwithstanding theforegoing, the School Board represents and warrants that, to the best of its knowledge and belief,there are no hazardous materials on, in or under each Approved Site. The School Boardcovenants not to bring onto any Approved Site any hazardous materials.

12. Subiect to School Uses. Notwithstanding any other provision of this Agreement,Manager acknowledges the absolute primacy of School Board’s use of the Site as a publicschool, and that Manager’s rights under this Agreement and any and all Site Lease(s) are subjectand subordinate to School Board’s use and operation of the Site. Accordingly, in exercising itsrights under this Agreement, Manager shall use commercially reasonable efforts to avoid anyadverse construction, operation or other impacts on the Site and School Board’s use andoperation thereof as a public school, whether such impacts arise fi’om activities conducted on oroff of the Site, and shall use commercially reasonable efforts to avoid any such impacts toactivities on the Site unrelated to the operation of a public school. Prior to any entry upon anySite, Manager shall provide reasonable advance notice to School Board of such entry and of anywork or activities to be conducted on the Site. Notice may be given by Manager to securitypersonnel desi~ated by School Board. Such entry, work and other activities shall occur only atsuch times, and shall occur in such manner, as may be required by School Board to avoid anyadverse impacts. In case of emergencies threatening life or safety, Manager may enter a Sitewithout prior notice to School Board, provided Manager notifies School Board of same as soonas practicable.

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13. Insurance.

13.1. All property of Manager, its employees, agents, business invitees,licensees, customers, clients, subtenants, guests or trespassers, in and on any Site shall be andremain at the sole risk of Manager, its employees, agents or business invitees, and the SchoolBoard shall not be liable to them for any damage to, or loss of such personal property arisingf~com any act of God or any persons, nor from any other reason, nor shall the School Board beliable for the interruption or loss to Manager’s business arising from any of the above describedacts or causes. The School Board shal! not be liable for any personal injury to Manager, itsemployees, agents, business invitees, licensees, customers, clients, subtenants, students, familymembers, guests or trespassers arising from the use, occupancy and condition of any Site.

13.2.

(a) Manager shall maintain a policy of insurance and provide theBoard with a certificate of insurance evidencing the following coverage:

(i) A comprehensive general public liability policy (or rider orany current policy) with a minimum liability of One Million Dollars ($1,000,000) per personalinjury or death or per claim for any property damage and Two Million Dollars ($2,000,000) forpersonal injury or death of two or more persons in any one occurrence. Such insurance shallname Prince George’s County Board of Education as an additional insured.

(ii) Property damage insurance (or rider or any current policy)with a minimum liability of One Million Dollars ($1,000,000) for property damage to theproperty of any one person and Two Million Dollars ($2,000,000) for property damage to theproperty of two or more persons in any one occurrence. Such insurance shall name PrinceGeorge’s County Board of Education as an additional insured.

(b) The policies required by this Agreement shall require thirty (30)calendar days written notice of any cancellation to both the Board and the Manager and/or SiteLessee. In the event of such cancellation notice, the Manager and!or Site Lessee shall obtain,pay all premiums for and provide the Board with a certificate of insurance evidencing Lessee’srenewal or replacement of any insurance so canceled within thirty (30) calendar days followingreceipt by the Board and/or Manager and/or Site Lessee of any notice of cancellation.

(c) Manager and/or Site Lessee agrees, prior to the CommencementDate of this Agreement, to deliver to the Board a policy or certificate evidencing compliancewith this Section. Such policy or certificate shall be delivered to: Prince Genrge’s CountyPublic Schools, Risk Management Office, 14201 School Lane, Room 201-J, UpperMarlboro, Maryland 20772; Attention: Risk Manager, Mr. Andreas Dangin.

13.3. Upon execution of any Site Lease, Manager will maintain a policy orpolicies of commercial general liability insurance insuring the School Board and Manageragainst liability arising out of the use, operation or maintenance of the applicable Site and the

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installation, repair, maintenance, operation, replacement and removal of the Facilities. Suchinsurance shall be as set forth in Site Lease.

13.4. Insurance carried by Manager will be with companies reasonablyacceptable to the School Board and with coverage amounts required in Section 13.2 of thisAgreement. Manager will deliver to the School Board certificate evidencing the existence andamounts of the insurance. No policy shall be cancelable or subject to reduction of coverage orother modification except after thirty (30) days prior written notice to the School Board.Manager shall, at least sixty (60) days prior to the expiration of the policies, furnish the SchoolBoard with renewals or °°binders" for the policies.

13.5. Manager wilt not knowingly do anything or permit anything to be done byManager’s tenants, users, business invitees or agents, or any hazardous condition to exist("Increased Risk") which shall invalidate or cause the cancellation of the insurance policiescarried by the School Board or Manager. If Manager does or permits any Increased Risk whichcauses an increase in the cost of insurance policies, then Manager shall reimburse the SchoolBoard for additional premiums directly attributable to any act, omission or operation of Managercausing the increase in the premiums. Payment of additional premiums will not excuse Managerfrom termination or removing the Increased Risk unless the School Board agrees in writing.Absent agreement, Manager shall promptly terminate or remove the Increased Risk.

13.6. The School Board shall be named as an "additional insured" on Manager’sliability policies and it shall be stated on the Insurance Certificate that this coverage ~°is primaryto all other coverage the School Board may possess."

13.7. If an "ACCORD" Insurance Certificate form is used by Manager’sinsurance agent, the words, "endeavor to" and "...but failure to mail such notice shall impose noobligation or liability of any kind upon the company" in the °°Cancellation" paragraph of theform shall be deleted or crossed out.

13.8. All insui~ance required by this Section 13 shall be written by insurers, insuch forms, and shall contain such terms, as the School Board may reasonably require.

14. Indemnity; Waiver.

14.1. Manager shall defend, with counsel acceptable to Manager, and indemnifyand hold harmless, the School Board from all losses, costs, claims, causes of actions, demandsand liabilities arising from (a) any action by any Carrier under or pursuant to a Carrier Sublease,or with which Manager has had negotiations concerning any Site and (b) Manager’s entry ontoany of the Sites in connection with its investigations there. Manager shall also provide theSchool Board with those specific Site indemnifications as are set forth in the Site Lease. Suchindemnifications shall include the cost of investigation, all expenses of litigation, and the cost ofappeals, including, without limitation, attorney’s fees and court costs. In addition to the SchoolBoard, the School Board’s board members, staff, officers, agents, servants, employees, andvolunteers shall be beneficiaries of Manager’s indemnification. Manager’s indemnification shallnot be applicable to the extent of any gross negligence or willful misconduct of the SchoolBoard.

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14.2. Except as resulting from Manager’s negligence or misconduct, the SchoolBoard shall, for up to the amount(s) required by law, indemnify, defend, and hold Managerharmless from and against damage, claim, liability, cost or expense (including, reasonableattorneys’ fees) of every kind and nature arising from any injury or damage to any persons,property or business incurred by or claimed against Manager arising from the School Board’s orits agents or employees (i) ownership, management or control of the Site, (ii) breach of theSchool Board’s obligations under this Agreement, (iii) any negligent act or omission of theSchool Board, its agents or employees, or (iv) any work done by or the presence of the SchoolBoard’s contractors on the Site.

!4,3. Manager hereby waives any right of recovery against the School Board orits officers, directors, employees and contractors for any claim, !oss, liability, injury or damagethat is covered by any policy of property insurance maintained by Manager (or would have beeninsured against if Manager had complied with its obligations under this Agreement) with respectto this Agreement or the Sites. Manager will cause its insurers to issue appropriate waiver ofsubrogation rights endorsements to all policies of insurance carried in comaection with the Site.

15. Default; Remedies.

15.1. Each of the following shall be an Event of Default:

(a) Failure to cure, within five (5) business days after written notice toManager (with specificity), any default in the payment when due of any amount required to bepaid by Manager under this Agreement or any Site Lease; or

(b) Failure to cure, within thirty (30) days after written notice toManager, any default by Manager in the performance or observance of, or compliance with, anycovenant, agreement, term or condition contained in any Site Lease or this Agreement; or

(c) An "Event of Default" as defined in any Site Lease; or

(d) The liquidation, termination or dissolution of Manager; or

(f) An Event of Bankruptcy; or

(g) If any final judsanent or judgments in an aggregate amount(including interest and costs) of more than $500,000.00 is entered against Manager, and any suchjudgment or judgments shall not have been paid or otherwise discharged within sixty (60) daysafter all applicable appeal periods have terminated.

15.2. Upon the occurrence of an Event of Default hereunder, School Boardshall, in addition to any other remedy that may be available to it at law or in equity, have thefollowing remedies:

(a) To terminate this Agreement with written notice to Manager; or

(b) To seek specific performance of this Agreement.

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Provided that Manager fully complies witl~ its post-default obligations under Section 15.3 and allapplicable Site Leases, School Board shall in no event have any right to obtain a judgmentagainst Manager in the nature of consequential or punitive damages.

15.3. Upon the termination oftlais Agreement, Manager shall promptly and inno event later than thirty (30) days following the date of termination, deliver to School Board, orsuch other person or persons designated by School Board, at Manager’s sole cost and expense,copies ofalt books and records regarding the Sites desired by School Board, and all funds in thepossession of Manager belonging to School Board. Manager shall be entitled to retain originalsor copies of all such books and records for its files.

The termination of this Agreement shall not cause the termination of any Site Lease which hasbeen executed by Manager and the School Board.

t6. Confidentiality. Manager acknowledges that this Agreement is confidential. Unlessrequired by applicable law or School Board consents in writing in advance, Manager shall keepconfidential and shall not at any time disc!ose to any third parties the terms and conditions of thisAgreement. Notwithstanding the foregoing, Manager may disclose the contents of thisAgreement on a need-to-know basis to its attorneys, accountants, lenders and Approved Carriers.

17. Representations and Warranties.

17.1. Manager is a corporation duly organized under the laws of the State ofDelaware, has qualified to do business in the State of Maryland and has all corporate power andauthority necessary to perform its obligations hereunder.

17.2. Manager is in the business of and has substantial expertise in locating,permitting, leasing and constructing Facilities.

17.3. Manager shall exercise commercially reasonable efforts to obtainentitlements, approvals, permits and Carrier Subleases for as many of the Sites as practicable, inan effort to maximize revenue and benefit to each of School Board and Manager.

17.4. Neither Manager nor any affiliate is in default or breach of any agreementsimilar to this Agreement.

17.5. Manager shall obtain and at all times during the term of this Agreementkeep in good standing any and all licenses and other permits legally required in the conduct ofManager’s business and that of its principals, employees and agents and other parties fi’om timeto time authorized to act for Manager.

17.6. Manager shall upon request attend and participate in any meetings withSchool Board regarding this Agreement or any Site.

17.7. Manager shall not knowingly violate any federal, state, municipal or othergovernmental law, ordinance, rule or regulation in performing its services under this Agreement

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and Manager shall use reasonable diligence to comply with any and all such laws, ordinances,rules and regulations affecting the Sites.

17.8. If Manager shall be apprised of any claim, demand, suit or other legalproceeding made or instituted or threatened against School Board on account of any matterdirectly connected with the Sites, Manager shall promptly give School Board all information inits possession in respect thereof, and shall timely assist and cooperate with School Board in allreasonable respects in the det~nse of any such suit or other legal proceedings.

17.9. Manager shall at all times comply with the terms of all Site Leases, andshall cause Carriers under CalTier Subleases to comply with the terms of such Carrier Subleases.

18. Monthly Reports; Access to Records.

18. I. On or before the tenth (10~h) day of each calendar month (or such otherdate as the School Board Project Manager may agree), Manager shall provide School Board witha written report setting forth in reasonable detail (a) the Gross Revenue for the previous month,on a Site-by-Site and Can~er Sublease-by-Carrier Sublease basis, (b) any new Carrier Subleasesentered into by Manager, (c) the status of Manager’s progress on all Sites which have receivedPreliminary or Final Approval, (d) any Sites which Manager intends to submit a Request forApproval within the next ninety (90) days, and (e) any issues which have arisen or whichManager anticipates may arise which could materially affect School Board’s activities on anySite.

18.2. Manager shall keep f~all and correct records and books of account inaccordance with generally accepted accounting principles, consistently applied, showing in detailall income and expenses relating to the Sites and this Agreement, and shall permit School Boardor its representatives to examine such books and records and makes copies or extracts thereof.

18.3. In the event that any audit of Manager’s books and records reveals adiscrepancy between the amounts due to School Board hereunder and the actual amount paid byManager of greater than three percent (3%), in addition to the late charges and penalties duehereunder, Manager shall pay all costs of School Board’s audit.

19. Notices. All notices, payments, demands and requests hereunder shall be in writingand shall be deemed to have been properly given three (3) days aider the date when mailed byUnited States First Class, Registered or Certified Mail, postage prepaid, or upon receipt whendelivered by reliable overnight courier or hand delivery, and addressed as follows:

12

If to School Board:

Prince George’s County School Board14201 School Lane, Suite 103Upper Marlboro, MD 20772Attn: Roger C. Thomas, Esq.,

General Counsel

If to Manager:

Milestone Communications1890 Preston White Drive, Suite 103Reston, Virginia 20191Attn: Leonard Forkas, Jr.

with a copy to:

Cooley LLP11951 Freedom DriveReston, Virginia 20190Attn: John G. Lavoie, Esquire

or to such other addresses as either of the parties may designate from time to time by givingwritten notice as herein required.

20. Miscellaneous.

20.1. Nothing in this Agreement shall confer on Manager any property right orright in and to any Site until the execution of a Site Lease.

20.2. in performing its duties under this Agreement, Manager shall at all timesbe an independent contractor, and not as an employee, agent, partner or joint venturer of SchoolBoard. Manager shall have no right or authority, expressed or implied, to commit or otherwiseobligate School Board in any manner.

20.3. The rights and remedies herein provided shall be cumulative and notexclusive of any rights or remedies provided by law.

20.4. Waiver of any of the terms or provisions hereof may only be in writingand shall be operative only for the time and to the extent therein stated. No waiver of any defaultor breach of any of the terms or provisions hereof by either party hereto shall be implied from thefailure by either party to take action on account of such default or breach. No waiver shall affectany default other than the default specified in the waiver. No waiver of any term or provisioncontained herein by either party shall be construed as a waiver of any subsequent breach of thesame term or provision. The consent or approval by either party to, or of, any act by the otherparty requiring further consent or approval shall not be deemed to waive or render unnecessarytheir consent or approval to, or of, any subsequent similar acts.

20.5. Any provision of this Agreement may be amended if, but only if, suchamendment is in writing and is signed by the School Board and Manager.

20.6. The provisions of this Agreement shall be binding upon and inure to thebenefit of the parties hereto and their respective successors and assigns.

13

20.7. This Agreement shall be deemed to be a contract made under seal andshall be governed by and construed in accordance with the laws of the State of Maryland,without reference to conflicts of laws principles.

20.8. This Agreement may be signed in any number of counterparts, each ofwhich shall be an original, with the same effect as if the signatures thereto and hereto were uponthe same instrument. This Agreement shall become effective when the School Board shall havereceived counterparts hereof signed by both parties.

20.9. Any legal action or proceeding with respect to this Agreement or anydocument related hereto or thereto shall be brought in the courts of the State of Maryland inPrince George’s County or of the United States of America for the District of Maryland(Greenbelt Division or Southern Division) and in no other courts, and by execution and deliveryof this Agreement, Manager hereby accepts for itself and in respect of its property, general andunconditionally, the jurisdiction of the aforesaid courts. Manager consents to the service ofprocess in any such action or proceeding by the mailing of copies of such process to it bycertified mail at the address indicated in _Section 19. Nothing in this section shall affect theSchool Board’s right to serve process in any other manner permitted by law or to bringproceeding against Manager in any other court having jurisdiction.

20.10. This Agreement and the Site Leases set forth the entire agreement of theparties with respect to the subject matter hereof and thereof and supersede all previousunderstandings, written or oral, in respect thereof.

20.11. All rights, remedies and powers provided in this Agreement may beexercised only to the extent that the exercise thereof does not violate any applicable provision oflaw, and all the provisions of~chis Agreement are intended to be subject to all applicablemandatory provisions of law which may be controlling and be limited to the extent necessary sothat they will not render this Agreement invalid or unenforceable in whole or in part. If anyprovision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extentpermitted by law, (i) the other provisions hereof shall remain in full force and effect in suchjurisdiction and shall be strictly construed in order to carry out the intentions of the parties heretoas nearly as may be possible and (ii) the invalidity or unenforceability of any provision hereof inany jurisdiction shall not affect the validity or enforceability of such provision in any otherjurisdiction.

20.12. The headings of the various sections of this Agreement are inserted only~br convenience of reference and are not intended, nor shall they be construed, to modify, define,limit, or expand the intent of the parties as expressed in this Agreement. Any pronoun usedherein shall be deemed to refer to any gender, and singular pronouns shall be deemed to includethe plural and vice versa. The use in this Agn’eement of the word "including" when followingany general statement, term or matter, shall not be construed to limit that statement, term ormatter to the specific items or matters, whether or not nonlimiting language (such as "withoutlimitation", or "but not limited to" or words of similar import) is used with reference thereto, butrather shall be deemed to refer to all other items or matters that could reasonably fall within thebroadest possible scope of that general statement, term or matter. This Agreement shall not be

14

construed as if it had been prepared by one of the parties, but rather as if both parties hadprepared the same.

20.13. Neither Manager nor the School Board intends by any provision of thisAgreement to confer any right, remedy or benefit upon any third party.

20.14. Time is strictly of the essence of each and every provision of thisAgreement.

20.15. The School Board and the person executing and delivering this Agreementon the School Bom’d’s behalf each represents and warrants that such person is duly authorized toso act and has the power and authority to enter into this Agreement; and that all action requiredto authorize the School Board and such person to enter into Agreement Lease has been dulytaken.

21. Definitions.

21.1. TTFCC/PERMIT/x, Rplication. A request for site plan approval filed withPrince George’s County, Maryland Telecommunications Transmission Facility CoordinatingCommittee and a building permit application filed with the Prince George’s County, Departmentof Environmental Resources, Permits Office.

21.2. --Approved Carrier. A telecommunications service provider licensed by theFederal Communication Commission ("F.C.C.") and any other governmental agencies for whichapproval is needed to conduct such company’s business.

21.3. _Approved Site. A Site that has received Final Approval for Development.

21.4. Carrier Sublease. A sublease, license or similar occupancy agreementwith an Approved Carrier for space on a Monopole or in an Equipment Facility.

21.5. Development. The construction of up to two (2) Monopoles and anEquipment Facility on a Site, and the leasing of space on the Monopoles and within theEquipment Facility to Approved Carriers.

21.6. Equipment Facility. A building shelter, structure, or other facility,determined by Manager on a site by site basis subject to the reasonable approval of the SchoolBoard, in which ground-based equipment necessary for the use of the Monopole(s) shall belocated.

following:21.7. Event of Bankruptcy. shall mean the occurrence of any one or more of the

(a) If a court of competent jurisdiction shall enter a decree or order orrelief in respect of Manager in any involuntary case under any applicable bankruptcy, insolvencyor other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee,custodian, trustee, sequestrator (or similar official) of Manager or of any substantial part of its

15

property, or ordering the winding up of its affairs or liquidation of its property, and such decreeor order shall continue unstayed and in effect for a period of thirty (30) days; or

(b) If Manager shall commence a voluntary case under any applicablebankruptcy, insolvency or similar law now or hereafter in effect, shall consent to the entry or anorder for relief in an involuntary case under any such law, or shall consent to the appointment ofa receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) ofManager or of any substantial part of its property, or shall make any general assignment for thebenefit of creditors or shall take any action in furtherance of any of the foregoing.

21.8. Facilities. (a) Up to two (2) Monopoles, (b) an Equipment Facility,(c) Manager’s antennas and those of its tenants, lessees and licensees, equipment, ancillary andrelated structures, cables, accessories and improvements, and (d) all other equipment on any Site,other than equipment owned by School Board, located on the Site pursuant to the Site Lease orany Carrier Sublease, together with any additions approved by School Board.

21.9. Final A_pjproval. The final approval granted by School Board and/or theSchool Board Project Manager upon receipt of Manager’s final Site Plan. Final Approval maybe given or withheld in School Board’s sole and absolute discretion.

21.10. Goverumental Approvals. All permits, approvals and permissionsrequired by any governmental or quasi-governmental agency for the construction, use, leasingand operation of the Facilities.

2t .11..Gross Revenues. All income, revenue or other compensation, of anyform, but excluding any reimbursement to Manager under a Carrier Sublease in connection with(a) construction of the Facilities, (b) connection to any utilities, or (c) reimbursement for any SiteFee, provided that such reimbursement is not in lieu of or in substitution of any rent thereunder.Gross Revenues shall also exclude any real estate-related ad valorem taxes (which termspecifically excludes personal property taxes and taxes on income derived from the Facilities)payable for such period (or the pro rata share thereof applicable to such period) by Manager onthe Sites or the Facilities.

21.12. Lender. A bona fide reputable banking or financial institution with netassets of at least $100,000,000. There shall not be more than one Lender with respect to anySite.

21.13. Manager. The Manager named in the initial paragraph hereof, togetherwith its permitted successors and assigns, and, following the termination of this Agreement, thelessee under any Site Lease, with respect to such Site.

21.14. Monot?ole. A monopole or flagpole tower not exceeding 150 feet inheight. Each Monopole shall be designed to accommodate no less than 3 and no more than 8telecommunications providers. The height ofa Monopole may exceed the height set forth hereinwith the prior written approval of School Board, which may be given or withheld in its sole andabsolute discretion.

16

21.15. Preliminary Approval. The conceptual approval by School Board ProjectManager of Manager’s conceptual development plan for a Site, following School Board’s receiptof a Request for Approval. Preliminary Approval may be given or withheld in School Board’ssole and absolute discretion.

21.16. Request for Apl?roval. A written request by Manager that a Site beconsidered for Development, in accordance with the process set forth in Section 5.2 hereof.

21.17. School Board Proiect Manal~er. School Board’s then appointed designatedrepresentative for purposes of performing the functions of the School Board hereunder. SchoolBoard’s Project Manager may be changed fiom time to time by School Board, at School Board’ssole and absolute discretion, upon notification thereof to Manager.

21.18. Site. Each parcel of real property described in Schedule 21.18 attachedhereto; provided, however, that any such Site shall cease to be a Site available for fi_~rtherDevelopment~if it is sold or conveyed by the School Board.

21.19. Site Assessment. A report on the viability of a Site fortelecommunications purposes.

hereto.21.20. Site Lease. A lease in the form set forth in Schedule 21.20 attached

21.21. Site Plan. A plan showing in reasonable detail the proposed Developmenton any Site, including, without limitation the location of the Facilities, proposed ingress-egressroutes and all requested easements.

21.22. Third Parttg. A party other than School Board, the State of Maryland,Prince George’s County, Maryland, or any agency or instrumentality thereof.

[Signatures on the following page]

17

IN WITNESS WHEREOF, the parties hereto execute this Telecommunications LeasingMaster Agreement in two parts on the dates indicated.

SCHOOL BOARD:

PRINCE GEORGE’S COUNTY BOARD OFEDUCATION, a body corporate

By: ~S

Its: Sup choolsDate: February I, 2UII

MANAGER:

MILESTONE COMMUNICATIONSMANAGEMENT III, INC., a Delaware corporation

By:~~~Its: ~_/~¢/’~-,~i~ ,,N,,.~Date: ~ " ~ ~" ~�/t’

t8

SCHEDULE 4.2-1

FORM LEASE RIDER

LEASE RIDER

THIS LEASE RIDER ("Rider") is executed simultaneously with and constitutes asubstantive part of that certain Lease Agreement of even date herewith by and betweenMILESTONE COMMUNICATIONS MANAGEMENT IIt, INC., a Delaware corporationhaving an office at t890 Preston White Drive, Suite 103, Reston, VA 20191 ("Lessor") and [___

] ("Lessee").

RECITALS

R-1 Lessor and Lessee are simultaneously entering into a Lease Agreement (includingthis Rider, the "Lease") whereby Lessee shall lease from Lessor certain rights to place, onLessor’s Monopole, Lessee’s telecommunications equipment, and to locate on the Site on whichLessor’s Monopole is constructed (or is to be constructed after the date hereof) Lessee’s groundbased equipment incident thereto, all in accordance with the terms of the Lease.

R-2 Lessor has disclosed to Lessee and Lessee acknowledges that the site on whichthe Monopote and equipment facility is located, or is to be located (the "Site"), is not owned infee simple by Lessor, but rather is owned by the Prince George’s County School Board("PGCSB"), and is under lease to Lessor pursuant to a Real Property Deed of Lease Agreementdated as of the __ day of~ 20~ (the "Site Lease") or will hereafter be under lease toLessor under the form of site lease previously agreed upon between Lessor and PGCSB.Capitalized terms used herein and not defined shall have the meaning give to such terms in theSite Lease.

R-3 PGCSB has required, as a condition precedent to Lessor and Lessee entering in tothe Lease, and as a condition to the effectiveness thereof, that Lessor and Lessee simultaneouslyenter into this Rider as a substantive and material part of the Lease.

NOW THEREFORE, in consideration of the foregoing, and other good and valuableconsideration, the receipt and sufficiency of which is hereby acknowledged, and intending to belegally bound hereby, Lessor and Lessee agree as follows:

The foregoing Recitals are true and correct and are incorporated herein as a substantivepart of this Rider and of the Lease.

I. All capitalized terms used herein and not otherwise defined herein shall have themeanings given them in the Lease.

2. Lessee has been provided, and hereby acknowledges that it has received, a copyof the Site Lease (or, in the event that the Site Lease for the Site is not, as of the date hereof,executed, Lessee has received and reviewed the form of site lease previously agreed upon

[Page 1]Schedule 4,2-1

between Lessor and PGCSB). Lessee has had an opportunity to review and understand the SiteLease, and acknowledges the absolute primacy of the terms and conditions of the Site Lease overthe temps and conditions of the Lease.

3. Notwithstanding any other provision of the Lease, Lessee acknowledges theabsolute primacy of PGCSB’s use of the Site as a public school or administration center, as thecase may be, and that Lessee’s rights under the Lease are subject and subordinate to PGCSB’suse and operation of the Site. Prior to any entry upon the Leased Premises, Lessee shall providenot less than two (2) business days prior notice to Lessor and PGCSB which notice shall specifythe type of work or other activities that are to be performed or undertaken on the LeasedPremises or which may impact the Site. In exercising their rights under the Lease and this Rider,Lessee will avoid any adverse construction, operational or other such impact on the Site orPGCSB’s use and operation thereof, whether such impacts arise from work or activities beingperformed or undertaken on or off of the Site (utility outages arising from off-site utilityrelocation, for example), and, notwithstanding any other provision of the Lease, Lessee willcause such entry, work or activities to be performed or undertaken at such times, and to occur insuch manner, as PGCSB may require, in its sole discretion, to avoid any adverse impacts to theSite or PGCSB’s use thereof. In case of emergencies threatening life or safety or Lessee’sequipment, Lessee may enter the Leased Premises without prior notice to Lessor or PGCSB,provided Lessee notifies Lessor and PGCSB of such entry, and the nature of the work performedor undertaken as a result of such emergency, as soon as practicable after Lessee’s entry.Notwithstanding the foregoing, Lessee shall have the right to make customary and routineinspections of the Leased Premises upon one (1) business day prior notice, provided that (i) suchentry is only for the purpose of inspecting the Leased Premises, conducting routine maintenanceand repairs (provided such maintenance and/or repairs do not require alteration of the structuralelements to the Base Station or the Monopole or the addition or substitution of any electricalcabinet or equipment shelter) and (ii) the worker or workers who make such inspections check-inwith the appropriate personnel at the Site prior to accessing the Leased Premises and, in all cases,follow all procedures required by Site personnel.

4. Lessee shall defend, with counsel acceptable to PGCSB, and indemnify and holdharmless, PGCSB from all losses, costs, claims, causes of actions, demands and liabilities arisingfrom (a) any breach by Lessee of any covenant of the Lease; (b) any misrepresentation by Lesseecontained in the Lease and/or any breach of any warranty contained in the Lease; and (c) anyoccurrence, of any kind or nature, arising from (i) Lessee’s construction, installation,maintenance, repair, operation, replacement or removal of Lessee’s equipment in the BaseStation, on the Leased Premises or on the Site, or any other activities of Lessee in the BaseStation, on the Leased Premises or on the Site of any kind or nature, (ii) the condition of Lessee’sequipment, the Base Station or the Leased Premises and (iii) any personal injury, death, oraccident in any way related to Lessee’s use, operation or maintenance of the Base Station, theSite, the Leased Premises and/or any of Lessee’s equipment or antennas contained therein or onthe Monopole, of any kind or nature, whether foreseeable or not. Such indemnification shallinclude the cost of investigation, all expenses of litigation, and the cost of appeals, including,without limitation, attorneys’ fees and court costs, and shall be applicable to Lessee’s activitieson the Site whether prior to the Commencement Date or after the termination of the Lease. Inaddition to PGCSB, PGCSB’s board members, staff, officers, agents, servants, employees,

[Page 2]Schedule 4.2-t

volunteers, business invitees, customers, students, family members and guests shall bebeneficiaries of Lessee’s indemnification.

5. The term of the Lease shall not extend beyond the term of the Site Lease and anytermination of the Site Lease shall automatically effectuate a termination of the Lease, withoutany further action from PGCSB.

6. During the term of the Lease, Lessee shall maintain a policy of commercialgeneral liability insurance insuring Lessor and PGCSB against liability arising out of the use,operation or maintenance of the Leased Premises. The insurance will be maintained tSr personalinjury and property damage liability adequate to protect Lessor and PGCSB against liability forinjury or death of any person in connection with the use, operation and condition of the LeasedPremises, and to insure the performance of Lessee’s indemnity set forth in Section 4 of thisRider, in an amount not tess than $2,000,000 per occurrence/aggregate. During the tenon of theLease, Lessee shall also maintain workers’ compensation and employers’ liability insurance, andsuch other insurance relating to the installation, repair, maintenance, operation, replacement andremoval of Lessee’s equipment and the use of the Leased Premises. The limits of the insurancewill not limit the liability of the Lessee. All insurance required to be carried by Lessee shallname, in addition to Lessor, PGCSB as an additional insured. Certificates of such insuranceshall be delivered to Lessor and PGCSB and it shall be stated on the insurance certificate thatthis coverage "is primary to all commercial liability coverage the Lessor or PGCSB maypossess."

7. Lessee shall not cause or permit any hazardous or toxic wastes, substances ormaterials (collectively, "Hazardous Materials") to be used, generated, stored or disposed of on,under or about, or transported to or from the Leased Premises (collectively, "HazardousMaterials Activities") without first receiving written consent from Lessor, which Lesseeacknowledges is contingent upon Lessee’s receipt of written consent from PGCSB, which maybe withheld by PGCSB for any reason whatsoever and which may be revoked at any time, andthen only in compliance (which shall be at Lessee’s sole cost and expense) with all applicablelegal requirements and using all necessary and appropriate precautions. Lessor and PGCSB shallhave the right at all reasonable times, and from time to time, to conduct environmental audits ofthe Leased Premises and Lessee shall cooperate in the conduct of those audits. The term"Hazardous Materials" shall have the same meaning ascribed to it in the Site Lease.

8. Prior to commencing any activities on the Site, Lessee shall provide Lessor, andLessor shall provide PGCSB, with evidence satisfactory to Lessor and PGCSB that Lessee andits contractors and agents who will be working on the Site are covered by insurance as requiredby Section 6 hereof. All of Lessee’s work and facilities shall be installed free of mechanics’,materialmens’ and other liens and claims of any person. Lessee shall bond off or discharge anysuch liens or other claims within thirty (30) days after notice from Lessor or PGCSB. In theevent that Lessee damages any grassed area as a result of its activities on the Site, Lessee shallre-sod the disturbed areas, and as soon as reasonably practicable, return them to the conditionexisting immediately prior to the activity.

[Page 3]Schedule 4.2-1

9. Lessee shall operate the Base Station in strict compliance with all applicablestatutes, codes, roles, regulations, standards and requirements of all federal, state and localgovernmental boards, authorities and agencies including, without limitation, OSHA (including,without limitation, OSHA regulations pertaining to RF radiation), the F.C.C. and the FAA, andwith such reasonable rules and regulations governing the use of the Site as PGCSB may adoptfrom time to time; provided that in all events the same shall not materially interfere with orimpede the use of the Base Station by Lessee, or materially increase the cost of the use andoperation thereof. In the event that the operation of the Base Station violates any of suchstatutes, codes, rules, regulations, standards or requirements, Lessee agrees to suspend operationof the Base Station within twenty-four (24) hours after notice of such violation and not to resumeoperation of the Base Station until such operation is in strict compliance with all of therequirements of the Lease.

10. Lessee shall allow Lessor and PGCSB, upon prior notification to Lessee, orwithout notice in the event of any emergency, to enter the Leased Premises or any part thereof atany reasonable time and in a manner so as not to interfere more than reasonably necessary withLessee’s use of the Base Station, for the purpose of inspecting the Leased Premises.

11. Lessee acknowledges that PGCSB has the right, under the terms and conditions ofthe Site Lease, to cause Lessor to enforce all of the provisions, rights and remedies hereunder,and that PGCSB shall not, as a result be deemed to incur any liability therefor.

12. Any notice required to be given to Lessor under the terms and conditions of theLease shall simultaneously be delivered to PGCSB at the address set forth on the signature pagehereto or such other notice as PGCSB shall specify from time to time.

13. Under no circumstances shall PGCSB have any liability whatsoever to Lesseepursuant to the Lease, and Lessee hereby specifically and fully disclaims any and all right topursue any claim or cause of action arising from this transaction against PGCSB, whether at law,in equity or otherwise.

l 4. Notwithstanding anything contained herein to the contrary, Lessee represents andwarrants that it has read, understands and will comply with Section 12 of the Site Lease, andeach such other provision thereof, relating to interference.

15. Lessee agrees (i) to repair any damage to the Site or the Leased Premises causedby Lessee, its employees, agents, or contractors, including, but not limited to, any damage toutility lines, drains, waterways, pipes, grass fields or paved surfaces, occurring as a result ofLessee’s operations at the Leased Premises or on the Site, including but not limited toconstruction, installation, maintenance, repair, operation, replacement or removal of Lessee’sequipment on the Leased Premises or the Site, and Lessee shall restore the Leased Premisesand/or the Site to the condition existing immediately prior to such damage, (ii) that any repairwurk undertaken on the Site or the Leased Premises shall be completed as soon as possible afternotice thereof, (iii) that if Lessee’s activities on the Site or the Leased Premises result in the needto restore or replace any grass areas, such areas shall be sodded, rather than seeded, and (iv) thatit shall be responsible for the full and timely payment of any costs incurred in connection withthe repairs described in clauses (i) through (iii) of this sentence. Upon expiration of all

[Page 4]Schedule 4.2-1

applicable notice and cure provisions provided in the Lease, PGCSB shall have the right, but notthe obligation, to make, or cause to be made, any repairs to the Site or the Leased Premiseswhich Lessee has failed to make pursuant to the terms of the Lease, and Lessee shall,immediately upon demand therefor, reimburse PGCSB for the costs incurred in connection withsuch repairs.

16. This Rider shalt be governed by and construed in accordance with the laws of theState of Maryland, and may be executed in counterparts, all of which when taken together shallconstitute one original. In the event of any conflict between this Rider and the Lease, the termsof this Rider shall control.

[SIGNATURES ON FOLLOWING PAGE]

[Page 5]Schedule 4.2-1

SIGNATURE PAGE OF LEASE RIDER

LESSOR:

By:.

LESSEE:

By:

PGCBE Notice Address:

Attn:

[Page 6]Schedule 4.2-1

SCHEDULE 21.18

LIST OF SITES

[Attached]

[Page 1]Schedule 21.18

SCHEDULE 21.18List of Sites

HIGH SCHOOLS

1. BLADENSBURG, 4200 57th Avenue, Bladensburg, MD 207102. BOWIE, 15200 Annapolis Road, Bowie, MD 207153. CENTRAL, 200 Cabin Branch Road, Capito! Heights, MD 207434. CHARLES HERBERT FLOWERS, 10001 Ardwick-Ardmore Road, Springdale, MD 207745. CROSSLAND, 6901 Temple Hills Road, Temple Hills, MD 207486. DR. HENRY A. WISE, JR., 12650 Brooke Lane, Upper Marlboro, MD 207727. DuVAL, 9880 Good Luck Road, Lanham, MD 207068. ELEANOR ROOSEVELT, 7601 Hanover Parkway, Greenbelt, MD 207709. FAIRMONT HEIGHTS, 1401Nye Street, Capitol Heights, MD 20743I0. FORESTVILLE MILITARY ACADEMY, 7001 Beltz Drive, Forestville, MD 2074711. FREDERICK DOUGLASS, 8000 Croom Road, Upper Marlboro, MD 2077212. FRIENDLY, 10000 Allentown Road, Fort Washington, MD 2074413. GWYNN PARK, 13800 Brandywine Road, Brandywine, MD 2061314. HIGH POINT, 3601 Powder Mill Road, Beltsville, MD 2070515. LARGO, 505 Largo Road, Upper Marlboro, MD 20772I6. LAUREL, 8000 Cherry Lane, Laurel, MD 2070717. NORTHWESTERN, 7000 Adelphi Road, Hyattsvi!le, MD 2078218. OXON HILL, 6701 Leyte Drive, Oxon Hill MD 2074519. PARKDALE, 6001 Good Luck Road, Riverdale, MD 2073720. POTOMAC, 5211 Boydell Avenue, Oxon Hill, MD 2074521. SUITLAND, 5200 Silver Hill Road, Forestville, MD 2074722. SURRATTSVILLE, 6101 Garden Drive, Clinton, MD 20735

MIDDLE SCHOOLS

1. ACCOKEEK ACADEMY, 14400 Berry Road, Accokeek, MD 206072. ANDREW JACKSON ACADEMY, 3500 Regency Parkway, Forestville, MD 207473. BELTSVILLE ACADEMY, 4300 Wicomico Avenue, Beltsville, MD 207054. BENJAMIN STODDERT, 2501 Olson Street, Temple Hills, MD 207485. BENJAM1N TASKER, 4901Collington Road, B0wie, MD 207156. BUCK LODGE, 2611 Buck Lodge Road, Adelphi, MD 207837. CHARLES CARROLL, 6130 Lamont Drive, New Carrollton, MD 207848. DREW-FREEMAN, 2600 Brooks Drive, Suitland, MD 207469. DWIGHT D, EISENHOWER, 13725 Briarwood Drive, Laurel, MD 2070810. ERNEST EVERETT JUST, 1300 Campus Way North, Mitchellville, MD 2072111. G. JAMES GHOLSON, 900 Nalley Road, Landover, MD 2078512. GREENBELT, 8950 Edmonston Road, Greenbelt, MD 2077013. GWYNN PARK, 8000 Dyson Road, Brandywine, MD 2061314. HYATTSVILLE, 6001 42nd Avenue, Hyattsville, MD 2078115. ISAAC J. GOURD1NE, 8700 Allentown Road, Fort Washington, MD 2074416. JAMES MADISON, 7300 Woodyard Road, Upper Marlboro, MD 2077217. JOHN HANSON FRENCH IMMERSION, 6360 Oxon Hill Road, Oxon Hill, MD 2074518. JOHN HANSON MONTESSORI, 6360 Oxon Hill Road, Oxon Hill, MD 2074519. KENMOOR, 2500 Kem’noor Drive, Landover, MD 2078520. KETTER1NG, 65 Herrington Drive, Upper Marlboro, MD 20772

1461047 vl/RE

2!. MARTIN LUTHER KING, JR., 4545 Arm~endale Road, Beltsville, MD 2070522. NICHOLAS OREM, 6100 Editors Park Drive, Hyattsville~ MD 2078223. OXON HILL, 9570 Fort Foote Road, Ft. Washington, MD 2074424. ROBERT GODDARD FRENCH IMMERSION, 9850 Good Luck Road, Seabrook, MD 2070625. ROBERT GODDARD MONTESSORI, 9850 Good Luck Road, Seabrook, MD 2070626. SAMUEL OGLE, 4111 Chelmont Lane, Bowie, MD 2071527. SAMUEL P. MASSIE ACADEMY, 3301 Regency Parkway, Forestville, MD 2074728. STEPHEN DECATUR, 8200 Pinewood Drive, Clinton, MD 2073529. THOMAS G. PULLEN PEREORMING ARTS, 700 Brightseat Road, Landover, MD 2078530. THOMAS JOHNSON, 5401 Barker Place, Lanham, MD 2070631. THURGOOD MARSHALL, 4909 Brinkley Road, Temple Hills, MD 2074832. WALKER MILL, 800 Karen Boulevard, Capitol Heights, MD 2074333. WILLIAM W. HALL ACADEMY, 5200 Marlboro Pike, Capitol Heights, MD 2074334. WILLIAM WIRT, 62nd Place & Tuckerman Street, Riverdale, MD 20782

SPEC SCHOOLS

Alternative School1. COMMUNITY-BASED CLASSROOM; 5150 Annapolis Road, Bladensburg, MD 207102. ANNAPOLIS ROAD ACADEMY, 5150 Annapolis Road, Bladensburg, ,MD 207103. GREEN VALLEY ACADEMY, 2215 Chadwick Street, Temple Hills, MD 207484. EDGAR ALLAN POE ACADEMY, 2001 Shadyside Avenue, Suitland, MD 20746

Charter5.6.

SchoolEXCEL ACADEMY, 5811 Riverdale Road, Riverdale, MD 20737IMAGINE FOUNDATIONS PUBLIC CHARTER, 4605 Brown Station Road, Upper Marlboro.MD 20772TURNING POINT ACADEMY, 7800 Good Luck Road, Greenbelt, MD 20706LINCOLN PUBLIC CHARTER SCHOOL, 3120 Branch Avenue, Marlow Heights, MD 20748POSSIBILITY PREP PUBLIC CHARTER SCHOOL, 610 Largo Road, Largo, MD 20774

Early Childhood10. CHAPEL FORGE ECC, I2711 Milan Way, Bowie, MD 2071511. FRANCES FUCHS ECC, 11011 Cherry Hill Road, Beltsville, MD 2070512. H. WINSHIP WHEATLEY ECC, 8801 Ritchie Drive, Capitol Heights, MD 20743

Environmental Science,13. HOWARD B. OWENS SCIENCE CTR, 9601 Greenbelt Road, Lanham, MD 20706!4. WILLIAM S. SCHMIDT ENVIRONMENTAL ED CTR, 18501 Aquasco Road, Brandywine,

MD 20613

Evening High School15. CROSSLAND EVENING HS, 6901 Temple Hills Road, Temple Hills, MD 2074816. NORTHWESTERN EVENING HS, 7000 Adelphi Road, Hyattsville, MD 2078217. LARGO EVENING HS, 505 Largo Road, Upper Marlboro, MD 20774

Special/Regional18. C. ELIZABETH RIEG SCHOOL, 15542 Peach Walker Drive, Mitchellvitle, MD 2071619. JESSIE B. MASON SCHOOL, 2710 Iverson Street, Temple Hills, MD 2074820. JAMES E. DUCKWORTH SCHOOL, 11201 Evans Trail, Beltsville, MD 2070521. MARGARET BRENT SCHOOL, 5816 Lamont Terrace, New Carrollton, MD 20784

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22. TANGLEWOOD SCHOOL, 8333 Woodyard Road, Clinton, MD 2073523. EDGAR ALLAN POE, 2001 Shadyside Avenue, Suitland, MD 20746

Vocational24. CROOM VOCATIONAL, 9400 Surratts Road, Cheltenham, MD 2062325. TALL OAKS VOCATIONAL, 2112 Church Road, Bowie 20721

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SCHEDULE 21.20

FORM SITE LEASE

[Attached]

[Page 1]Schedule 21.20

REAL PROPERTY DEED OF LEASE AGREEMENT

SITE:

THIS REAL PROPERTY DEED OF LEASE AGREEMENT (this "Lease"), made andentered into this __ day of , __, by and between the PRINCE GEORGE’SCOUNTY BOARD OF EDUCATION, a body corporate and politic, with an address of

, herein referred to as "Lessor," and MILESTONECOMMUNICATIONS MANAGEMENT III, INC., a Delaware corporation, with an address of1890 Preston White Drive, Suite 103, Reston, VA 20191, herein referred to as "Lessee," recitesand provides as follows:

RECITALS

1. Lessor is the owner of the parcel of improved real estate located in PrinceGeorge’s County, Maryland known as Prince George’s County Tax Map Parcel anddescribed in Exhibit A attached hereto and incorporated herein by reference (the "Site"). TheSite is presently operated by Lessor as a public __ school.

2. Lessee intends to construct a free-standing monopole satisfying the requirementsof this Lease and all applicable laws (the "Mono oRg~le"), and to lease from Lessor land on whichLessee intends to construct an equipment compound of approximately __ thousand

hundred and ( ) square feet for the installation of equipment operated byLessee or the Carriers (as defined below) on the Site (the "Corn oRgN~d"). Lessee intends tO leasespace on the Monopole and in the Compound to telecommunications or other wirelesscommunications providers (the "Carriers" and each individually, a "Carrier") in compliance withthe terms hereof. Such Carriers may install antennas on the Monopole and construct equipmentplatforms (each, an "Equipment Platform") to support their communications equipment withinthe Compound (the Monopole, the Compound, each Equipment Platfomq and all antennas,dishes, lines, cables and other equipment or items shall collectively be referred to herein as the"Base Station’).

3. The parties now desire to set forth the terms pursuant to which Lessor shall leasea portion of the Site to Lessee for the purposes just described.

DEED OF LEASE

NOW, THEREFORE, for and in consideration of the mutual agreements set forth belowand other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties agree as follows.

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1. LEASE OF LEASED PREMISES:

a. Subject to and in accordance with the provisions of this Lease, Lessor herebyleases to Lessee and Lessee hereby leases from Lessor that space within the Site comprising of__ thousand __ hundred and (. ) square foot parcel of ground and designated onExhibit A-1 as the "Smartpole Lease Area" (the "Lease Area") all as shown and described inExhibit A-1 attached hereto, which, together with the Appurtenant Easements (defined in Section2, shall be referred to collectively as the "Leased Premises."

b. Except for those portions of the Leased Premises that are fenced with thepermission of Lessor (which portions shall generally be the area immediately surrounding theCompound) and the actual space occupied by the Monopole (the "Exclusive Leased Premises"),the Leased Premises shall be demised to Lessee on a non-exclusive basis. Lessor and itsinvitees, permittees, agents, contractors and students expressly ~eserve the right to have, andshall have, free and full use of the Non-Exclusive Leased Premises, including, without limitation,the right of pedestrian and vehicular ingress and egress over and through the Non-ExclusiveLeased Premises in accordance with the terms hereof. Lessor shall also have free and full accessto the Monopole (at Lessor’s risk) for the purpose of maintaining, repairing and replacing anylights on the Monopole, to the extent it is required to do so. Without the prior wr!tten consent ofLessor, Lessee shall not alter, relocate or modify the lights on the Monopole.

c. Lessee acknowledges that with the exception of the air space over the landactually occupied by the Monopole, the Leased Premises shall include the air rights over the landonly to a height which is the lesser often (10) feet above the ground elevation or the bottom ofthe bleachers or other structure that is situated above the Leased Premises. Lessor and Lesseeacknowledge that the exact location of the Leased Premises is, as of the date of the executionhereof, the parties current intent with respect thereto, however the final location may be subjectto modification (in both parties’ sole and absolute discretion) based upon the Lessee’sgovernmental approval process. Lessee and Lessor therefore each covenant and agree, subject toeach party’s approval as required in the immediately preceding sentence, to execute anaddendum hereto at such time as the final location of the Leased Premises is determined in theevent that such location differs from that as set forth on Exhibit A-1. Lessee has inspected theLeased Premises and accepts the same "AS IS" and in its present condition without anyrepresentation or warranty of Lessor except any that may be expressly set forth in this Lease. Ifthe Compound or any other component of the Base Station is to be constructed under thebleachers in the stadium at the Site, Lessor’s use and operation of the stadium shall continue andLessee’s rights under this Lease are subject to Lessor’s continuing use and operation of thestadium. If Lessee is replacing an existing light standard, Lessee shall construct the Monopolesuch that the Monopote can support the equipment currently on the Lessor’s lighting fixture (theMonopole shall replace Lessor’s existing light standard), as well as the equipment to be added tothe Monopole by Lessee and/or the Carriers.

d. Notwithstanding the foregoing, Lessee acknowledges and agrees that it is solelyresponsible for performing all necessary due diligence regarding the Site and the LeasedPremises, including confin~aing by way of a title report and examination that Lessor holds legaltitle to the Site and that no matters affecting title to the Site prohibit, impair or require third partyconsent to the leasing of the Leased Premises to Lessee, the construction of the improvements

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contemplated hereunder or any other matter relating or pertaining to this Lease (the "DueDiligence Matters"). In no event shall Lessor have any responsibility for or liability with respectto the Due Diligence Matters, all of which such liabilities are hereby waived by Lessee. Lesseeagrees to strictly comply, at its sole cost and expense, with all recorded documents, instrumentsand agreements affecting title to the Site, and indemnify and hold bare, less Lessor against anycost, expense, claim, demand, obligation, cause of action or liability with respect to any violationthereof by Lessee or its agents or sublessees.

e. Until the termination or expiration hereof, title to the Monopole and the portionsof the Base Station owned by Lessee shall remain with Lessee. Aider the termination orexpiration of this Lease, title to the Monopole and/or those portions of the Base Station ownedby Lessee that Lessor has required to remain on the Leased Premises shall, at the option ofLessor, vest in Lessor, and Lessee agrees to promptly execute such further assurances thereof asshall be requested by Lessor.

2. EASEMENTS SERVING LEASED PREMISES:

a. Lessor hereby grants to Lessee the easements described below in this Section 2(such easements collectively, the "_Appurtenant Easements") as easements appurtenant to theleasehold granted to Lessee in this Lease. With the exception of Lessee’s grant of use of theAppurtenant Easements to Carriers, the Appurtenant Easements may not be assigned orotherwise transferred in whole or in part separately from the leasehold granted under this Lease,and any such attempted assignment or transfer shall be void.

i. Lessor grants Lessee a nonexclusive, temporary construction easement ofvarying dimensions over, on, and through adjoining and adjacent portions of the Site, as shownon Exhibit B (Tempora~2y Construction Easement) and identified as the "Smartpole TemporaryConstruction Easement", for construction and installation of the Base Station upon the LeasedPremises. Such temporary construction easement shall terminate upon the completion ofLessee’s construction described in _Section 7 provided that such term shall be extended for suchperiod of time as Lessee may be prevented from constructing the Base Station by reason of forcemajeure, and may be extended for such further period as Lessor in its discretion may agree.

ii. Lessee shali be permitted the non-exclusive use of a right-of-way ten feet(t 0’) in width, the description of which is shown on Exhibit B (Utility Easement) hereof anddescribed as the ~Smartpole 10’-0" Wide Power and Telco Easement," or such other right-of-way of similar dimensions as Lessor may designate during the term of this Lease, to construct,erect, install, operate and maintain underground communication cables from the LeasedPremises, over, across and through that portion of the Site designated on Exhibit B (UtilityEasementl.

iii. Lessor hereby agrees to grant to the local utility and telephone companies,on terms acceptable to Lessor in its reasonable discretion, the non-exclusive easements andrights-of-way up to ten feet (10’) in width to construct, maintain, operate and repaircommunication and electric power lines, conduits and systems over those portions of the Sitedesignated on Exhibit B (Utility Easement) hereof and described as the "Smartpole 10’-0" WidePower and Telco Easement," or such other right-of-way of similar dimensions as Lessor may

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designate during the term of this Lease, and the right-of-way of Lessee provided for inSubsection 2 ai~ during the term of this Lease for purposes of installation and provision oftelephone and electric service to the Base Station.

iv. Lessor hereby grants Lessee a non-exclusive easement and fight-of-waytwenty feet (20’) in width for ingress to and egress from the Leased Premises by Lessee and theCarriers, for vehicular traffic for constructing, installing, maintaining, operating and repairing theBase Station, over that portion of the Site designated on Exhibit B (Access Easement) hereofand described as the "Smartpole 20’-0" Wide Access Easement", or such other right-of-way ofsimilar width as may be designated by Lessor to provide such access to the Leased Premises andthe Base Station. In the event that Lessee damages any grassed area with its service and/orconstruction vehicular traffic, the Lessee will promptly re-sod the disturbed areas.

b. Lessor shall have the right to relocate any of the Appurtenant Easements(provided that there shall be no termination thereof, and no interruption of service or access as aresult thereof other than such short term interruption as is necessary to effectuate the physicalrelocation, provided that Lessor and Lessee shall attempt to ensure that the replacementAppurtenant Easement is in place prior to such relocation such that any such interruption shall beas minimal as reasonably practicable). If such relocation occurs after the installation of utilitiesor facilities therein, such relocation shall be at Lessor’s expense.

c. With the exception of the temporary construction easement provided for inSection 2 a(i), which may expire sooner as provided in such section, and any utility easements tothird-party utility or power companies, which shall expire in accordance with their terms, theterm of all Appurtenant Easements shall automatically expire upon termination of this Leasewithout the need for further act of any party. Notwithstanding the foregoing, if requested byLessor, Lessee shall execute and deliver to Lessor, in recordable form, such documents as Lessormay request to evidence of record the termination of all Appurtenant Easements as just provided.

3. USE OF LEASED PREMISES:

a. Lessee shall use the Leased Premises solely for construction, operation andleasing of the Base Station as provided herein, and shall use the Appurtenant Easements solelyfor the applicable purposes described in Section 2. Lessor makes no representation or warrantywhether such use is penzaitted by any laws or regulations applicable to the Leased Premises, andLessee is solely responsible for determining whether such use is permitted, and for securing allnecessary licenses, permits and approvals therefor.

Notwithstanding any other provision of this Lease, Lessee acknowledges theabsolute primacy of the Lessor’s use of the Site as a public school, and thatLessee’s fights under this Lease (and, accordingly, any Can’ier rights under a Carrier Sublease(as defined below)) are subject and subordinate to Lessor’s use and operation of the Site.Accordingly, in exercising their rights under this Lease, Lessee shall avoid any adverseconstruction, operational or other such impact on the Site or Lessor’s use and operation thereof,whether such impacts arise from work or activities being performed or undertaken on or off ofthe Site (utility outages arising from off-site utility relocation, for example), and,notwithstanding any other provision of this Lease, Lessee will cause such entry, work or

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activities to be performed or undertaken at such times, and to occur in such manner, as Lessormay require, in its reasonable discretion, to avoid any adverse impacts to the Site or Lessor’s usethereof. Further, Lessee agrees that it will cause each Carrier to comply with the provisions ofthis Section 3. Pursuant to the provisions of Section 8b, Lessee shall be responsible for repairingall damage to the Base Station, the Leased Premises or the Site caused by Lessee or any ofLessee’s employees, contractors or agents. In case of emergencies threatening life or safety orany component of the Base Station, Lessee may enter the Leased Premises without prior noticeto Lessor, provided Lessee notifies Lessor of such entry, and the nature of the work performed orundertaken as a result of such emergency, as soon as practicable after Lessee’s entry.Notwithstanding the foregoing, Lessee shall have the right to make customary and routineinspections of the Leased Premises upon one (1) business day prior notice, provided that (i) suchentry is only for the purpose of inspecting the Leased Premises, conducting routine maintenanceand repairs (provided such maintenance and/or repairs do not require alteration of the structuralelements to the Base Station or the Monopole or the addition or substitution of any electricalcabinet or equipment shelter) and (ii) the worker or workers who make such inspections check-inwith the appropriate personnel at the Site prior to accessing the Leased Premises and, in all cases,follow all procedures required by Site personnel.

4. TERM:

a. The term hereof shall be for an initial term of ten (10) years, with up to four (4) 5-year extension terms, commencing on the date of the final execution and delivery hereof (the~Commencement Date"). The term hereof shall be automatically extended as of the expirationof the then current term unless Lessee provides thirty (30) days advance written notice of itsintent not to so renew the term hereof. Notwithstanding the foregoing, if the Monopole is notconstructed within twelve (12) months gfter the date Lessee’s obtains all required governmentalapprovals and permits, and one (1) Carrier Sublease executed and paying full rent, this Leasemay be terminated by Lessor with thirty (30) days written notice to Lessee. Further, in the eventthat at any time after the initial construction of the Monopole on the Site, the Monopole remainsvacant (i.e., with no Carrier Sublease applicable thereto) or no Carrier is paying rent therefor fora period in excess of twelve (12) consecutive months, this Lease may be terminated by Lessorwith thirty (30) days written notice to Lessee. In addition, Lessee or Lessor may terminate thisLease with sixty (60) days prior notice to the other Party if (i) Lessee is unable to obtain ormaintain in force all necessary goverumental approvals, (ii) a material change in governmentregulations makes it impractical, impossible, unlawful or uneconomic for Lessee to continue tooperate the Facilities under this Lease, (iii) interference by or to Lessee’s operation cannot,despite good faith negotiations between Lessee and Lessor in accordance with the terms hereof,be resolved, or (iv) the Site or the Facilities are destroyed or damaged or taken in whole or inpart (by condemnation or otherwise) sufficient in Lessee’s reasonable judgment, adversely toaffect Lessee’s use of the Site. If this Lease is renewed, then all covenants, conditions and termswill remain the same.

b. At the end of the term of this Lease, whether by the passage of time or theexercise by any party of any right of termination, Lessee shall surrender the Leased Premises toLessor in the condition specified in this Section 4b. Within sixty (60) days after the end of theterm of this Lease, Lessor shall notify Lessee of its election to (i) have Lessee dismantle andremove the Base Station, or any component thereof, including, but not limited to, any or all of

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Lessee’s facilities from the Leased Premises and the Site or (ii) have the Monopole and/or BaseStation (other than those portions of the Base Station owned by the Carriers) remain on theLeased Premises. If Lessor fails to make such an election within the sixty (60) day period,Lessee shall inform Lessor in writing, and Lessor shall have an additiona! thirty (30) days tomake the election. If Lessor fails to make an election, it shall be deemed to have elected option(i). If Lessor elects or is deemed to elect option (i), Lessee shall promptly (and in any eventwithin ninety (90) days) remove the designated facilities from the Site, at Lessee’s sole cost andexpense; provided, however, that Lessee shall, with Lessor’s approval, be entitled to leave inplace underground cables which Lessor determines do not and will not present a health or safetyrisk, and any other improve~nents which are two (2) feet or more below grade. If Lessor electsoption (ii), title to the t:acilities designated by Lessor shall immediately vest in Lessor, withoutthe necessity of further action by Lessor or Lessee. Notwithstanding the foregoing, if sorequested by Lessor, Lessee shall execute such further assurances thereof as shall be requestedby Lessor. Further, nothing herein contained shal! be deemed to prohibit or restrict any Carrierfrom removing its equipment to the extent pe~mitted to do so under any Carrier Sublease.

c. Subject to Section 4b, the Base Station, including the Monopole, and otherequipment, shall during the te~n of this Lease be deemed the personal property of Lessee and/orthe Carriers, as applicable.

5. RENT & ACCESS FEE:

a. Beginning on the Commencement Date, and therea~er on the tenth day of eachcalendar month during the term and any extension term of this Lease, Lessee shall pay to theLessor, in legal tender of the United States of America withom demand, setoff or deductionwhatsoever, as monthly rent for the Leased Premises, an amount equal to forty percent (40%) ofthe Gross Revenues (as defined below) derived from the use, leasing or occupancy of any portionof the Monopole or Base Station for the preceding calendar month. The term ~Gross Revenues"shall mean al! revenue actually collected by Lessee from Carriers with respect to the Site (otherthan any reimbursement being made to Lessee by a Carrier in connection with construction ofthe Base Station, connection to any utilities, or reimbursement for any site access fee providedthat such reimbursement is not in lieu of or in substitution of any rent thereunder), tess any realestate ad valorem taxes (which term specifically excludes personal property taxes and taxes onincome derived from the Base Station) payable for such period (or the pro rata share thereofapplicable to such period) by Lessee on the Leased Premises or the Base Station. All rentalpayments shall be made by check payable to Lessor at the

__, Attention: ____from time to time provide.

, or such other address as the Lessor may

b. In addition to the rent described in the preceding paragraph, any other amountspayable under this Lease to Lessor, however denominated, shall be deemed additional rent, andLessor shall have all rights and remedies in respect of payment and collection thereof as areapplicable to rent. Any amounts payable hereunder by Lessee that are not paid when due shallbear interest at the rate often percent (10%) per annum.

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c. On the date Lessee begins construction on or in the Leased Premises pursuant toSection 7, Lessee shall pay Lessor the Site Fee described in that certain TelecommunicationsLeasing Master Agreement dated (the "Master Lease"), whichis equal to Twenty-Five Thousand and No/100 Dollars ($25,000.00). In the event Lessee fails totimely pay the Site Fee, Lessee shall, in addition to owing Lessor such fee, pay to Lessor intereston the amount thereof from the date due through the date of payment of such fee to Lessor, in anamount equal to the Prime Rate of interest as published from time to time by The Wall StreetJournal plus four percent (4%).

6. REAL ESTATE TAXES, UTILITIES, MAINTENANCE:

a. Lessee shall be solely responsible for all costs and expenses relating to thecomaection, disconnection, consumption and use of any utilities and/or services in connectionwith Lessee’s construction, installation, operation and maintenance of the Base Station on theLeased Premises including, without limitation, any electric consumption by its equipment, andLessee agree+ to pay all costs for service and installation of an electric meter directly to the localutility company.

b. Lessee shall be responsible for the declaration and payment of any applicabletaxes or assessments against the Base Station or other equipment owned or used by Lessee orallocable (on a pro rata basis) to the Leased Premises, including but not limited to any sales andproperty taxes, as well as any taxes based on the rent payable hereunder, including gross receiptstaxes. During the term, Lessee shall be responsible for the timely payment of all taxes leviedupon the leasehold improvements on the Leased Premises.

c. Lessee shall at all times during the term of this Lease, at its own expense,maintain the Base Station and the Leased Premises in proper operating condition and maintainsame in reasonably good and attractive condition, and will repair any damage except that causedby Lessor, its agents or servants. Lessee shall keep the Leased Premise and the Base Station freeof debris at all times. Lessee agrees that it will inspect the Leased Premises and the Base Stationno less frequently than once every three months.

d. Lessee shall maintain the Leased Premises at all times in compliance withLessor’s rules and regulations and all governmental rules, regulations and statutes including,without limitation, those relating to the lighting and painting of the Base Station, andrequirements of the Federal Communications Commission (the "FCC"), the Federal AviationAdministration (the "FAA"), and other federal, state or local government authorities havingjurisdiction over the Base Station.

e. Lessee shall be solely responsible, at its sole cost and expense, for keeping theMonopole at all times in reasonably good order, condition and repair, and in compliance with allapplicable laws, ordinances and rules. Lessee shall cause the Monopole to be regularly inspectedand preventative maintenance to be performed in accordance with the standards of the industry,but in no event less frequently than once every three (3) years. Lessee shall provide Lessor witha written report setting forth in reasonable detail the condition of the Monopole, any issues notedduring the inspection and any preventative maintenance undertaken. In no event shall Lessor be

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required to maintain or repair the Monopole, or pay or reimburse Lessee for any costs associatedtherewith.

f. If applicable, Lessor shall be responsible for the maintenance and repair of anylighting fixtures installed by Lessor (or by Lessee on behalf of Lessor) on the Monopole.

7. CONSTRUCTION BY LESSEE:

a. Lessee shall use good faith and commercially reasonable efforts to obtain allnecessary approvals, including, without limitation, those required by the FAA and the FCC, forconstruction and operation of the Base Station. After obtaining the necessary permits andapprovals therefor, Lessee, at its sole cost and expense, shall perform or cause to be performedall of the following work:

i. If applicable, replacing the existing light standard with a Monopole with aheight up to one hundred twenty-five feet (125’) above ground level. Lessee will remove thediscarded light standard from the Site and deliver it where directed by Lessor. Lessee shallrehang on the Monopole all equipment installed on the light standard, at the same height or suchother height as Lessor and Lessee shall mutually agree.

ii. Installing the utility and equipment compound with dimensions of 8 high’x ’ "widex ’ "deep.

iii. At the request of Lessor at the commencement of the term of this Lease,installing a chain link or wood fence or natural screening on each side and on top of theCompound or any other portion of the Base Station.

iv. Subject to Lessor’s approval thereof as provided in Section 7d hereof,performing or causing to be performed all other improvements and work associated with thework described above that may lawfully be required by Prince George’s County or any othergovernmental body or official having jurisdiction, as part of or in connection with the workdescribed above.

b. Lessee’s agreement to perform or cause to be performed at its expense all of thework described above, all at Lessee’s cost and expense, shall be construed broadly to provide forall costs and liabilities of such work, whether or not such costs are anticipated and without regardto Lessee’s present estimates for the cost of same, so that all of such work is fully and properlyperformed and paid for by Lessee, and upon completion of same the Site, as altered by suchwork, is as fully functional and suitable for continued use by Lessor as it was prior to the start ofLessee’s work. Accordingly, the phrase "all work" shall include, without limitation, all of thefollowing work, and Lessee’s promise to pay for such work shall include, without limitation, allof the costs and liabilities associated with the following all labor and materials; design work;legal and professional fees of Lessee’s consultants; permit drawings and materials; constructioncosts; construction equipment and materials; utilities extension or relocation; provision ofprotective fencing and other safety measures; maintenance; removal of construction relateddebris from the Site; liability, property and workers’ compensation insurance premiums; bondfees; development and construction permits; inspections and approvals; re-sodding of alldisturbed areas not covered with impervious surface; replacement or relocation of landscaping;

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re-paving or re-striping of any damaged or disturbed paved areas whether for traffic control,parldng or otherwise; relocation, replacement or provision of new safety and traffic/directionalsignage; connection of new sidewalks, drives, parking areas and other facilities to Lessor’sexisting facilities; and the repair and restoration of any item, place or thing required as a result ofany damage to the Site caused in the prosecution of the work contemplated by this Lease.

c. Lessee shall cause construction of the Base Station (other than components whichmay be constructed by any future Carrier) to be commenced as soon as practicable after receiptof all necessary permits and approvals and to be completed within a reasonable time thereafter,not to exceed one (1) year from the Commencement Date, excepting periods of delay caused by.force majeure. Once its work on the Base Station is initiated, Lessee shall diligently andcontinuously prosecute such work to final completion (including obtaining all requiredinspections and approvals) in a timely manner in accordance with a schedule to be agreed uponin advance by Lessor and Lessee (the "Initial Construction Schedule"). Such schedule shall limitconstruction activities to such days and times as Lessor may require to avoid any material andadverse impacts on the use and operation of the Site. Lessee shal! keep Lessor fully apprised ofany events that might impact the Initial Construction Schedule. If Lessee fails to perform itswork in accordance with the Initial Construction Schedule approved by Lessor, including anyLessor-approved revisions thereto, and if such failure threatens the safe, proper and timelyconduct of school classes or other operations or uses of the Site, then Lessor shall have the rightto take all measures as it may deem necessary to avoid or abate any interference with such safe,proper and timely conduct of such classes or other operations or uses. Such measures mayinclude, without limitation, engaging additional construction personnel, stopping anyconstruction activities occurring on the Site, removing interfering construction equipment,materials or facilities, and providing alternate or additional drives, sidewalks, parking areas orother facilities. All such measures shall be at the sole cost, expense and liability of Lessee, andany costs expended by Lessor in connection therewith including, without limitation, reasonableattorneys’ fees, shall be reimbursed by Lessee to Lessor promptly after demand. Lessor shallgive Lessee prior notice before commencing any such measmes and to coordinate with Lessee indetermining the measures that may be necessary. Lessee shall permit Lessor’s designatedinspector full access to all of Lessee’s construction areas and shall provide such inspector accessto all construction plans, drawings and other information reasonably requested.

d. The Base Station, and each component thereof constructed by Lessee, shall beconstructed by Lessee in a good and workmanlike mariner and in accordance with the plans,drawings and specifications prepared and provided by Lessee for Lessor’s prior review andwritten approval, which approval shall not be unreasonably withheld, conditioned or delayed.Construction and installation of the Base Station by Lessee shall be in compliance with allapplicable rules and regulations including, without limitation, the customary specifications andrequirements of Lessor and those of the Occupational Safety and Health Administration("OSHA"), the FCC, the FAA, and regulations of any governmental agency (town, county, stateor federal) including, but not limited to the applicable requirements of the local planning andzoning and building, electrical, communications and safety codes of Prince George’s County,Maryland. Lessee, at its sole cost and expense, shall secure all necessary permits and approvalsrequired to pen~nit the construction and operation of the Base Station. Lessor agrees to cooperatereasonably with Lessee in any necessary applications or submissions required to pennitconstruction and operation of Lessee’s Base Station as described herein, provided that Lessor

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shall be reimbursed for all expenses incurred in providing such cooperation within thirty (30)days of incurring the expenses, and provided further that obtaining Lessee’s permits andapprovals shall not result in the imposition of any material restrictions or limitations or adverseimpacts on the Site or Lessor’s use, operation improvement or redevelopment thereof. All ofLessee’s work and facilities shall be installed free of mechanics’, materiahnen’s and other liens,and claims of any person. Lessee agrees to defend, with counsel approved by Lessor, and toindemnify and save Lessor harmless, from all loss, cost, damage or expense including, withoutlimitation, reasonable attorneys’ fees, occasioned by or arising in any connection with the workcontemplated by this Lease, and shall bond offor discharge any such liens or other claims withinthirty (30) days after written notice from Lessor.

e. Prior to commencing any activities on the Site pursuant to this Lease, Lessee shallprovide Lessor with evidence satisfactory to Lessor that Lessee and its contractors and agentswho will be working on the Site are covered by insurance as required by Section 14 hereof.

£ Lessee shall, upon Lessor’s request, fence and buffer the Base Station and/or theLeased Premises or any portion thereof. In addition, in the event the Base Station is to beconstructed near any existing structure or structures on the Site, Lessee shall, prior tocommencing any such construction, provide Lessor, at its request, with a report prepared by anindependent third-party professional engineer confimaing the structural integrity of the existingstructure or structures following the construction of the Base Station.

g. Lessee shall restore in compliance with the Federal Americans with DisabilitiesAct (and any state or local law counterpart or implementation thereof) any of Lessor’s facilitiesphysically altered by Lessee’s work.

h. Lessee shall not make further additions or improvements to the Base Station orthe Leased Premises without first obtaining Lessor’s written consent, which consent shall not bewithheld, conditioned or delayed unreasonably. The foregoing is not intended and shall not beconstrued however to prohibit or limit Lessee’s ability to lease or license space on the Monopoleand within the Base Station to Carriers for their use, subject to the applicable provisions ofSection 18 hereof.

8. OPERATION OF BASE STATION:

a. Lessee and the Carriers shall operate the Base Station in strict compliance with allapplicable statutes, codes, rules, regulations, standards and requirements of all federal, state andlocal governmental boards, authorities and agencies including, without limitation, OSHA(including, without limitation, OSHA regulations pertaining to RF radiation), the FCC and theFAA, as well as such reasonable rules and regulations which Lessor may publish for the sitefrom time to time. Lessee has the responsibility of carrying out the terms of its FCC license inall respects, including, without limitation, those relating to supporting structures, lightingrequirements and notification to FAA. Lessee, prior to constructing the Base Station, shall have,and shall deliver to Lessor, copies of all required permits, licenses and consents to construct andoperate the Base Station. In the event that the operation of the Base Station violates any of theterms or conditions of this Lease, Lessee agrees to suspend operation of the Base Station withintwenty-four (24) hours after notice of such violation and not to resume operation of the Base

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Station until such operation is in strict compliance with all of the requirements of this Lease.Lessee shall be responsible for ensuring that each Carrier complies with the terms of this Section

b, Other than with respect to entries established pursuant to the Initial ConstructionSchedule, and prior to any entry upon the Leased Premises, Lessee shall provide not less thantwo (2) business days prior notice to Lessor which notice shall specify the type of work or otheractivities that are to be performed or undertaken on the Leased Premises or which may impactthe Site. Lessee further agrees and covenants that the Base Station, transmission lines andappurtenances thereto, and the construction, installation, maintenance, operation and removalthereof, will in no way damage Lessor’s property or materially interfere with the use of the Siteby Lessor, its successors and assigns. Notwithstanding the tbregoing, Lessee agrees (i) to repairany damage caused to the Site or the Leased Premises, including, but not limited to, any damageto utility lines, drains, waterways, pipes, grass fields or paved surfaces by such installation,construction, maintenance, operation or removal to the condition the Site or the Leased Premiseswas in immediately prior to such damage, (ii) that any repair work undertaken on the Site or theLeased Premises shall be completed as soon as possible after the occurrence of such damage, (iii)that if Lessee’s activities on the Site or the Leased Premises result in the need to restore orreplace any grass areas, such areas shall be sodded, rather than seeded, and (iv) that it shall beresponsible for the full and timely payment of any costs incmTed in connection with the repairsdescribed in clauses (i) through (iii) of this sentence.

c. Lessee may terminate this Lease with sixty (60) days prior notice to Lessor if(i) Lessee is unable to obtain or maintain in force all necessary governmental approvals for theconstruction and/or use of the Base Station and/or Monopole, (ii) a material change ingovernment regulations makes it impractical or uneconomic for Lessee to continue to operateunder the Lease, (iii) interference by or to Lessee’s operation cannot, despite good faithnegotiations between Lessee and Lessor in accordance with the terms hereof, be resolved, or (iv)the Site or the Monopole or Base Station is/are destroyed or damaged or taken in whole or in part(by condemnation or otherwise) sufficient in Lessee’s reasonable judgment, adversely to affectLessee’s use of the Site. If, after the execution of this Lease, Lessee is unable to operate theBase Station due to the action of the F.C.C. or by reason of any law, physical calamity,governmental prohibition or other reasons beyond Lessee’s control, this Lease may beterminated by Lessee by giving Lessor thirty (30) days’ prior notice of termination, subject toLessee’s restoration obligations under Section 4b hereof.

9. PERMITS AND SITE SPECIFICATIONS:

It is understood and agreed by the parties that Lessee’s ability to use the Leased Premisesis contingent upon its obtaining after execution of this Lease, all of the certificates, permits andother approvals that may be required by federal, state or local authorities for Lessee’s use of theLeased Premises as set forth in this Lease. Lessee shall use all reasonable efforts promptly toobtain such certificates, permits and approvals, at Lessee’s sole expense. Lessor will cooperatereasonably with Lessee at Lessee’s sole cost and expense, in its effort to obtain such approvals.In the event any such applications should be finally rejected or any certificate, permit, license orapproval issued to Lessee is canceled, expires or lapses, or is otherwise withdrawn or terminatedby governmental authority, or soil boring tests are found to be unsatisfactory so that Lessee will

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be unable to use the Leased Premises for the purposes set forth herein, either Lessee or Lessorshall have the right to terminate this Lease by giving the other party thirty (30) days’ priornotification of termination within sixty (60) days after the date of the event which is the basis oftermination. Upon such termination, the parties shall have no further obligations for charges andliabilities which accrue after the effective date of termination, including the payment of monies,to each other except as otherwise provided herein, but Lessee shall be liable to restore the LeasedPremises in accordance with Section 4b.

10. INDEMNIFICATION:

Lessee shall defend, with counsel acceptable to Lessor, and indemnify and hold harmless,Lessor from al! losses, costs, claims, causes of actions, demands and liabilities arising from(a) any breach by Lessee of any covenant of this Lease; (b) any misrepresentation by Lesseecontained in this Lease and/or any breach of any yvarranty contained in this Lease; and (c) anyoccurrence, of any kind or nature, arising from (i) Lessee’s or any Carrier’s construction,installation, maintenance, repair, operation, replacement or removal of the Base Station or anyother equipment, or any other activities of Lessee or any Carrier on the Site or the LeasedPremises of any kind or nature, (ii) the condition of the Base Station or the Leased Premises and(iii) any personal injury, death, or accident in any way related to Lessee’s or any Carrier’s use,operation or maintenance of the Leased Premises, the Site, the Base Station, or any equipment orantennas contained therein or on the Monopole or the Leased Premises. Such indemnificationshall include the actual, reasonable and documented cost of investigation, all expenses oflitigation, and the cost of appeals, including, without limitation, attorneys’ fees and court costs,and shall be applicable to Lessee’s and each Carrier’s activities on the Site and the LeasedPremises whether prior to the Commencement Date or after the termination of this Lease. Inaddition to the Lessor, Lessor’s board members, staff, officers, agents, servants, employees,volunteers, business invitees, customers, students, family members and guests shall bebeneficiaries of Lessee’s indemnification. Lessee’s indemnification shall not be applicable to theextent of any gross negligence or willful misconduct of Lessor.

11. FEASIBILITY:

Prior to the Commencement Date of this Lease, Lessee shall have access to the LeasedPremises with no less than 2 business days prior notice to Lessor and at such times as Lessoragrees for the purposes of undertaking necessary tests, studies, and inspections relating toLessee’s proposed use of the Leased Premises. In the event such tests studies, and inspectionsindicate that Lessee is unable to utilize the Leased Premises for the pm]~ose stated herein, thenLessee may terminate this Lease by giving Lessor ten (10) days’ prior notice of termination, inwhich case Lessee shall restore to Lessor’s reasonable satisfaction the Leased Premises and anyother portions of the Site that have been damaged, modified or altered by or on behalf of Lesseeto their original condition.

12. INTERFERENCE:

Lessee agrees to install (and shall cause each Carriers to install) equipment of a type andfrequency which will not cause frequency interference with other fo~ans of radio frequencycommunications existing on Lessor’s property as of the date of this Lease or as may be in

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existence in the future (so long as reasonably prevalent). All such equipment shall fully complywith all FCC, FAA, OSHA and other governmental (whether federal, state, or county) rules andregulations. In the event Lessee’s or any Carrier’s equipment causes such interference, Lesseeagrees it will take all steps necessary, or shall cause al! such steps to be made, to correct andeliminate the interference consistent with all government rules and regulations upon receipt ofwritten notification of the interference. Lessee shall be obligated, and shall cause each Carrier,to correct the problem of interference within forty-eight (48) hours of receipt of written noticefrom Lessor. If the interference is not corrected within such forty-eight (48) hour period, Lessorshall have the right, or shall have the right to cause Lessee, to disconnect or terminate power toany interfering equipment or turn such equipment off (other than for short tests to determine thenature of the interference, provided that Lessor reasonably approves of such tests in advance).Thereafter, such interfering Carrier may attempt to correct such interference, which may includereactivating the equipment or restoring power thereto, provided that Lessor reasonably approvesof such reactivation or restoration in advance, for a period of one hundred and twenty (120) days.If such interference cannot be cured within such one hundred and twenty (120) period, Lessorshall have the right, or shall have the right to cause Lessee to, immediately remove theinterfering equipment from the Monopole. Notwithstanding the forgoing, and to the extent anyLessor approved test requires the facilitation or cooperation of Lessor, Lessor agrees, subject tothe other provisions hereof, to act reasonably with such facilitation or cooperation.

13. DEFAULT:

a. Each of the following shall be an event of default by Lessee under this Lease:

i. If the rent or any installment thereof shall remain unpaid after it becomesdue and payable, and is not paid within ten (10) days after Lessor gives written notice ofnon-payment (notwithstanding the foregoing, however, if Lessee fails to pay rent when duethree (3) times during any twelve-month period after the first year of the Lease term, then Lesseeshall not be entitled to any notice or cure period);

ii. If Lessee or its assigns shall fail or neglect to keep and perform any one ofthe terms of this Lease and such f:ailure or neglect continues for more than thirty (30) days (orsuch longer period as may be reasonable, provided Lessee is attempting a cure with all duediligence, not to exceed one hundred twenty (120) days plus any period of where cure isprevented by force majeure) after Lessor gives written notice specifying the default;

iii. If Lessee abandons the Leased Premises; and

iv. If Lessee files a petition in bankruptcy or insolvency or for reorganizationor arrangement under the bankruptcy laws of the United States or under any insolvency act ofany state, or is dissolved or makes an assignment for the benefit of creditors, or if involuntaryproceedings under any bankruptcy laws or insolvency act or for the dissolution of Lessee are

¯ instituted against Lessee, or a receiver or trustee is appointed for all or substantially all ofLessee’s property, and the proceeding is not dismissed or the receivership or trusteeship is notvacated within sixty (60) days after institution or appointment.

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b. In the case of any event of default, Lessor shall have the right to terminate thisLease upon thirty (30) days notice and shall have any additional fights and remedies that may beavailable at law or in equity.

c. The foregoing notwithstanding, in the event of any such default by Lesseehereunder, such shall not provide Lessor the right to attach, utilize, distrain upon or otherwisetake possession of any equipment located on the Monopole or within a Base Station owned byany Carrier, and such shall at all times be free from any claim by Lessor hereunder.

14. INSURANCE REQUIREMENTS:

a. All property of the Lessee, its employees, agents, business invitees, licensees,customers, clients, guests or trespassers, including, without limitation, the Carriers, in and on theLeased Premises shall be and remain at the sole risk of such party, and Lessor shall not be liableto them for any damage to, or loss of such personal property arising from any act of God or anypersons, nor from any other reason, nor shall the Lessor be liable for the interruption or loss toLessee’s business arising from any of the above described acts or causes. The Lessor shall notbe liable for any personal injury to the Lessee, its employees, agents, business invitees, licensees,customers, clients, students, family members, guests or trespassers, including, without limitation,the Carriers, arising from the use, occupancy and condition of the Leased Premises.

b. During the term, Lessee will maintain a policy of commercial general liabilityinsurance insuring the Lessor and Lessee against liability arising out of the use, operation ormaintenance of the Leased Premises and the installation, repair, maintenance, operation,replacement and removal of the Base Station. The insurance will be maintained for personalinjury and property damage liability, adequate to protect Lessor against liability for injury ordeath of any person in connection with the use, operation and condition of the Leased Premises,and to insure the performance of Lessee’s indemnity set forth in Section 10_, in an amount notless than TWO MILLION DOLLARS ($2,000,000.00) per occurrence/aggregate. During theterm, Lessee shall also maintain workers’ compensation and employers’ liability insurance, andsuch other insurance relating to the installation, repair, maintenance, operation, replacement andremoval of the Base Station, and the ownership, use, occupancy or maintenance of the LeasedPremises as Lessor may reasonably require. The limits of the insurance will not limit theliability of Lessee. If the Lessee fails to maintain the required insurance the Lessor may, butdoes not have to, maintain the insurance at Lessee’s expense. The policy shall expressly providethat it is not subject to invalidation of the Lessor’s interest by reason of any act or omission onthe part of Lessee.

c. Insurance carried by Lessee will be with companies acceptable to the Lessor. TheLessee will deliver to the Lessor certificate evidencing the existence and amounts of theinsurance. No policy shall be cancelable or subject to reduction of coverage or othermodification except after sixty (60) days prior written notice to the Lessor. Lessee shall, at leastsixty (60) days prior to the expiration of the policies, furnish Lessor with renewals or "binders"for the policies, or Lessor may order the required insurance and charge the cost to Lessee.

d. Lessee will not knowingly do anything or permit anything to be done or anyhazardous condition to exist (’°Increased Risk") which shall invalidate or cause the cancellation

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of the insurance policies carried by Lessor or Lessee. If Lessee does or permits any IncreasedRisk which directly causes an increase in the cost of insurance policies, then Lessee shallreimburse Lessor for additional premiums directly attributable to any act, omission or operationof Lessee causing the increase in the premiums, Payment of additional premiums will not excuseLessee from termination or removing the Increased Risk unless Lessor agrees in writing. Absentagreement, Lessee shall promptly terminate or remove the Increased Risk.

e. The Lessor shall be named as an "additional insured" on Lessee’s liability policiesand it shall be stated on the Insurance Certificate that this coverage "is primary to all othercoverage the Lessor may possess."

f. Notwithstanding any provisions herein to the contrary, Lessee waives all rights torecover against Lessor for any loss or damage arising from any cause covered by any insurancerequired to be carried by Lessee pursuant to this Section 14, or any other insurance actuallycarried by Lessee. Lessee will request its insurers to issue appropriate waiver of subrogationrights endorsements to all policies of insurance carried in connection with the Leased Premises.

g. If an "ACCORD" Insurance Certificate form is used by the Lessee’s insuranceagent, the words, "endeavor to" and "...but failure to mail such notice shall impose no obligationor liability of any kind upon the company" in the "Cancellation" paragraph of the form shall bedeleted or crossed out.

h. All insurance required by this Section 14 shall be written by insurers, in suchforms, and shall contain such temas, as Lessor may reasonably require.

15. HAZARDOUS MATERIALS:

a. Neither Lessee nor any Carrier shall cause or permit any hazardous or toxicWastes, substances or materials (collectively, "Hazardous Materials") to be used, generated,stored or disposed of on, under or about, or transported to or from, the Leased Premises(collectively "Hazardous Materials Activities") without first receiving Lessor’s written consent,which may be withheld for any reason whatsoever and which may be revoked at any time, andthen only in compliance (which shall be at Lessee’s sole cost and expense) with all applicablelegal requirements and using all necessary and appropriate precautions. Lessee shall indemnify,defend with counsel acceptable to Lessor and hold Lessor harmless from and against any claims,damages, costs and liabilities, including court costs and legal fees, arising out of Lessee’s orCarrier’s Hazardous Materials Activities on, under or about the Leased Premises, regardless ofwhether or not Lessor has approved Lessee’s Hazardous Materials Activities. For the purposesof this Lease, Hazardous Materials shall include but not be limited to oil, radioactive materials,PCBs, and substances defined as "hazardous substances" or "toxic substances" in theComprehensive Environmental Response, Compensation and Liability Act of 1980, as amended,42 U.S.C. Sec. 9601 ~ se_e_q~.; Hazardous Materials Transportation Act, 49 U.S.C. Sec. 1801 etse_~.; and Resources Conservation and Recovery Act, 42 U.S.C. Sec. 6901 et seth., and thosesubstances defined as "hazardous wastes" in the regulations adopted and publicationspromulgated pursuant to said laws. Subject to the foregoing provisions of this Section, Lesseeshall, prior to the Commencement Date, submit to Lessor for Lessor’s review and approval, a listof Hazardous Materials Activities, including types and quantities, which list to the extent

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approved by Lessor shall be attached hereto as Exhibit C. Prior to conducting any otherHazardous Materials Activities, Lessor shall update such list as necessary for continuedaccuracy. Lessor shall also provide Lessee with a copy of any Hazardous Materials inventorystatement required by any applicable legal requirements. If Lessee’s activities violate or create arisk of violation of any legal requirements shall cease such activities immediately upon noticefrom Lessor. Lessor, Lessor’s representatives and employees may enter the Leased Premises atany time during the term to inspect Lessee’s compliance herewith, and may disclose anyviolation of legal requirements to any governmental agency with jurisdiction. The provisions ofthis Section 15 shall survive termination or expiration of the term of this Lease.

b. Lessor acknowledges that Lessee’s equipment cabinets shall contain batteries forback-up power and that, provided Lessee’s use of same is in compliance with this provision, thepresence of such batteries does not violate this provision if such batteries comply with all laws,regulations and ordinances relating to Hazardous Materials.

c. Lessee will immediately notify Lessor and provide copies upon receipt of allwritten complaints, claims, citations, demands, inquiries, reports, or notices relating to thecondition of the Leased Premises or compliance with environmental laws. Lessee shall promptlycure and have dismissed with prejudice any of those actions and proceedings to the satisfactionof Lessor. Lessee will keep the Leased Premises free of any lien imposed pursuant to anyenvironmental laws.

d. Lessor shall have tbe right at all reasonable times and from time to time toconduct environmental audits of the Leased Premises, and Lessee shall cooperate in the conductof those audits. The audits may be conducted by Lessor or a consultant of Lessor’s choosing,and if any Hazardous Materials generated, stored, transported or released by Lessee are detectedor ifa violation of any of the representations or covenants in this Section 15 is discovered, thefees and expenses of such consultant will be borne by Lessee.

e. If Lessee fails to comply with any of the foregoing representations and covenants,Lessor may cause the removal (or other cleanup acceptable to Lessor) of any HazardousMaterials from the Leased Premises. The costs of removing Hazardous Materials and any othercleanup (including transportation and storage costs) shall be reimbursed by Lessee promptly afterLessor’s demand and will be additional rent under this Lease. Lessee will give Lessor access tothe Leased Premises to remove or otherwise clean up any Hazardous Materials. Lessor,however, has no affirmative obligation to remove or otherwise clean-up any HazardousMaterials, and this Lease will not be construed as creating any such obligation.

f. Notwithstanding the foregoing, Lessor represents and warrants that to the best ofits knowledge and belief there are no Hazardous Materials on, in or under the Site. Lessorcovenants not to bring onto the Site any Hazardous Materials.

16. NO PARTNERSHIP:

Nothing contained in this Lease shall be deemed or construed to create a partnership orjoint venture of or between Lessor and Lessee, or to create any other relationship between theparties hereto other than that of lessor and lessee.

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17. NOTICES:

All notices, payments, demands and requests hereunder shall be in writing and shall bedeemed to have been properly given when mailed by the United States Postal Service by FirstClass, Registered or Certified Mail, postage prepaid, or by nationally recognized overnightcourier, and addressed to the Lessor as follows:

Prince George’s County Board ofEducation13300 Old Marlboro Pike, Room 13Upper Marlboro, MD 20772Attn: Larry D. Pauling, DirectorDepartment of Maintenance

with a copy, which wilt not constitutenotice to:

Roger C. Thomas, EsquireGeneral Counsel14201 School Lane, Room 103Upper Marlboro, MD 20772

and to Lessee as follows:

Milestone Communications1890 Preston White Drive, Suite 103Reston, Maryland 20191Attn: Leonard Forkas, Jr.

with a copy, which will not constitutenotice to:

Cooley LLP11951 Freedom DriveReston, Virginia 20190Attn: John G. Lavoie, Esquire

or to such other addresses as either of the parties may designate from time to time by givingwritten notice as herein required.

18. ASSIGNMENT OR SUBLETTING; FINANCING:

a. Lessee may assign this Lease, upon providing notice to Lessor, to anycorporation, partnership or other entity which (i) is controlled by, controlling or under commoncontrol with Lessee; (ii) shall merge or consolidate with or into Lessee; (iii) shall succeed to allor substantially all the assets, property and business of Lessee; (iv) in which MilestoneCommunications Management III, Inc. or a wholly owned affiliate of MilestoneCommunications Management III, Inc. is at all times the general partner; or (v) has an adjustednet worth (determined in accordance with generally accepted accounting principles consistentlyapplied) of at least $100,000,000; provided that the proposed assignment is to no more than two(2) separate companies, and upon the Lessor being provided with documentation verifying suchnet worth of the assigned entity. In the event of such an assignment or sublease, Lessee shallprovide to Lessor at least sixty (60) days before the proposed transfer (a) the name and addressof the assignee; (b) a document executed by the assignee by which it acknowledges theassignment and assumption of all of Lessee’s obligations hereunder; and (c) such otherinformation regarding the proposed assignee as shall be requested by Lessor. Lessee may also,without Lessor’s consent, sublease or license portions of space on the Monopole and within theBase Station to Carriers in accordance with and subject to the terms and conditions of Section18~c hereof. No such assignment shall relieve Lessee of liability hereunder, and Lessee and suchassignee shall each be fully and primarily liable for the obligations of the "Lessee" hereunder.

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b. Lessee may, without Lessor’s prior consent, sublease or license space on theMonopole or within the Compound to Carriers under and subject to the terms of this Section 18.Specifically, Lessee shall be entitled to sublease or license space on the Monopole or in theCompound without Lessor’s prior approval provided that (a) the Carrier Sublease shall be in aform utilized by Lessee in the ordinary course of Lessee’s business, but with a rider attachedthereto in the form of Exhibit D attached hereto (~°Carrier Sublease Rider") which may not bealtered, modified, revised, amended or otherwise changed without Lessor’s prior writtenapproval which may be withheld in Lessor’s sole discretion, (b) the sublessee is an ApprovedCartier (as defined below), (c) no event of defanlt exists hereunder, (d) the term of the CarrierSublease does not exceed the term of this Lease, (e) Lessee furnishes Lessor and its counsel witha copy of such sublease within thirty (30) days after execution thereof, and (f) Lessee submits anengineering report to Lessor definitively showing that the Monopole is capable of supporting theproposed Carrier. Otherwise, any lease, sublease, license or other occupancy agreement withrespect to any Site shall be in form approved by Lessor, which approval may be given orwithheld in Board’s sole and absolute discretion. As used herein, the term ~Approved Carrier"shall mean a telecommunications service provider licensed by the F.C.C. and any othergovernmental agencies for which approval is needed to conduct such company’s business.

c. The termination of this Lease shall automatically terminate all Carrier Subleases;provided, however, that Lessor agrees that, provided that Lessee has complied with theprovisions of Section 18 hereof, upon a termination hereof as a result of Lessee’s defaulthereunder, and the failure by any Mortgagee (as defined in Exhibit E attached hereto) to eithersucceed to Lessee’s interest hereunder or to enter into a new lease with Lessor in accordancewith the terms of such Exhibit _E, Lessor shall provide such Carrier the opportunity to continuesuch Carrier’s occupancy of the Monopote for the unexpired term of the Carrier Sublease(including any renewals) at the same rental rate contained in its Carrier Sublease under terms andconditions required by Lessor in its sole and absolute discretion including, but not limited to, that(i) Carrier is not in default under the Carrier Sublease; (ii) upon request by Lessor, Can~er willprovide to Lessor a certified true and correct copy of the Carrier Sublease; (iii) there have beenno modifications, amendments or assignments of the Carrier Sublease; (iv) Carrier agrees, inwriting, that Lessor shall not be liable for any act or omission of Lessee under the CarrierSublease; (v) Carrier executes within thirty days of receipt from Lessor, Lessor’s then standardform of license or lease agreement; (vi) upon execution of such license or lease agreement,Carrier posts with Lessor a security deposit in the amount of two (2) months’ rent under theCarrier Sublease and (vii) Lessor obtains ownership of the Monopote.

d. Lessee shall cause the Carriers to comply with, and not violate, the terms andconditions of this Lease. Lessee shall enforce all of the terms and provisions of any Carriersubleases, licenses or other similar documents (each, a "Carrier Subleases"). Without limitingthe generality of the foregoing, Lessee shall exercise any or all of its fights and remedies underthe Carrier Subleases immediately if requested to do so by Lessor. Lessee shall, at its sole costand expense, perform all obligations of the landlord under the Canier Subleases2 Lessor shallhave no liability whatsoever under the Carrier Subleases.

e. Lessee shall have the right to finance the Monopole and Base Station on the termsand conditions as are set forth on .Exhibit E attached hereto.

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19. ACCESS AND INSPECTIONS:

Except where deemed to interfere with Lessor’s use and operation of tl~e site as a publicschool, Lessee shall have full access to the Leased Premises and the Base Station for operating,repairing, removing, installing and otherwise working with communications equipment ownedby Lessee or any third party permitted to use the Base Station pursuant to this Lease. In addition,Lessee shall allow Lessor, upon prior notification to Lessee, or without notice in the event of anyemergency, to enter the Leased Premises or any part tl~ereof at any reasonable time and in amanner so as not to interfere more than reasonably hecessary with Lessee’s use of the BaseStation, for the purpose of inspecting the Leased Premises. LesSee shall at all times provide theLessor copies of all keys needed to unlock all of the gates and locks to the fences to theCompound or in the Leased Premises.

20. QUIET ENJOYMENT:

Lessee shall be entitled to use and occupy the Leased Premises during the terna hereof forthe purposes herein permitted and subject to the terms and conditions herein contained, withoutmolestation or interference by Lessor.

21. DAMAGE AND DESTRUCTION:

a. If the Leased Premises or tl~e Base Station are damaged or destroyed by reason offire or any other cause, or if damage to the Leased Premises or the Base Station causes damageto portions of the Site or other property of Lessor, Lessee will immediately notify Lessor andwill promptly repair or rebuild the Base Station, incidental improvements, and other damage toLessor’s property to its condition immediately prior to such damage, at Lessee’s expense.

b. Monthly rent and additional rent will not abate pending the repairs or rebuildingexcept to the extent to wl~ich Lessor receives a net sum as proceeds of any rental insurance, orcontinues to receive income from Carrier Subleases.

c. If at any time the Leased Premises or Base Station are so damaged by fire orotherwise that the cost of restoration exceeds fifty percent (50%) of the replacement value of theBase Station immediately prior to the damage, Lessee may, within thirty (30) days after suchdamage, give notice of its election to terminate this Lease and, subject to the further provisionsof this Section 22, this Lease will cease on the tenth (10th) day after the delivery of that notice.Monthly rent will be apportioned and paid to the time of termination. If this Lease is soterminated, Lessee will have no obligation to repair or rebuild. Notwithstanding the foregoing, ifLessee elects to terminate this Lease, Lessee shall be required to comply with the provisions ofSection 4b with respect removing and dismantling each component of the Base Station andreturning the Leased Premises to the condition stated in such section.

22. CONDEMNATION:

If all or any part of the Leased Premises is taken by eminent domain or sale in lieuthereof, and if said taking or sale renders the Leased Premises unusable for its intended purposehereunder, then, at Lessor’s or Lessee’s option, this Lease may be terminated upon sixty (60)days prior written notice to the other party and there will be no further payment of rents except

19

that which may have been due and payable at the time of said taking or sale. In the event of apartial taking or sale and Lessee, subject to mutual agreement with Lessor, wishes to maintain itsoperation, Lessee may continue to use and occupy the Compound and Leased Premises under theterms and conditions hereunder, provided Lessor’s and Lessee’s obligations under this Lease arenot otherwise altered, and provided Lessee, at its sole cost, restores so much of the Base Stationand Leased Premises as remains to a condition substantially suitable for the purposes for which itwas used immediately before the taking. Upon the completion of restoration, Lessor shall payLessee the lesser of the net award made to Lessor on account of the taking (after deducting fromthe total award attorneys’, appraisers’, and other costs incurred in connection with obtaining theaward), or Lessee’s actual out-of-pocket cost of restoring the Leased Premises, and Lessor shallkeep the balance of the net award. In connection with any taking subject to this Section, Lesseemay prosecute its own claim, by separate proceedings against the condemning authority fordamages legally due to it (such as the loss of fixtures which Lessee was entitled to remove andmoving expenses) only so long as Lessee’s award does not diminish or other~vise adverselyaffect Lessor’s award..

23. SALE OF SITE:

Any sale by Lessor of all or part of the Leased Premises to a purchaser other than Lesseeshall be under and subject to this Lease and Lessee’s right hereunder. Lessor shall be releasedfrom its obligations under this Lease once it transfers the security deposit (if any) to thepurchaser in the event of a sale and the assignee assumes Lessor’s obligations hereunder(including the recognition of Lessee’s rights hereunder).

24. GOVERNING LAW:

The execution, performance and enforcement of this Lease shall be governed by the lawsof Maryland without application of conflicts of law principles.

25. MISCELLANEOUS:

This Lease plus the Exhibits hereto contain the entire agreement between the parties andmay not be amended, altered or otherwise changed except by a subsequent writing signed by theparties to this Lease. The invalidation of any one of the terms or provisions of this Lease byjudgment or court order shall in no way affect any of the other terms of this Lease which shallremain in full force and effect. Lessor and Lessee agree to execute any additional documentsnecessary to further implement the purposes and intent of this Lease. Time is of the essence withrespect to each provision of this Lease.

26. BINDING EFFECT:

This Lease shall bind and inure to the benefit of the parties hereto and their respectivesuccessors and permitted assigns.

27. LESSOR’S RIGHT TO PERFORM:

If Lessee fails to perform any obligations under this Lease, Lessor shall be entitled, butshall not be obligated, to perform any or all of such obligations and any cost of performing same

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shall be payable by Lessee to Lessor upon written demand as additional rent hereunder. Anyamounts so incuned by Lessor and not repaid by Lessee within ten days after demand shall bearinterest at a rate often percent (10%) per annum.

28. HOLDING OVER:

If Lessee remains in possession of the Leased Premises after the end of this Lease, Lesseewil! occupy the Leased Premises as a lessee from month to month, subject to all conditions,provisions, and obligations of this Lease in effect on the last day of the term.

29. ESTOPPEL CERTIFICATES:

Within no more than two weeks after written request by either party, the other willexecute, acknowledge, and deliver a certificate stating:

a. that the Lease is unmodified and in full force and effect, or, if this Lease ismodified, the way in which it is modified accompanied by a copy of the modification agreement;

b. the date to which rental and other sums payable under this Lease have been paid;

c. that no notice has been received of any default which has not been cured, or, if thedefault has not been cured, what such party intends to do in order to effect the cure, and when itwill do so;

d. (if from Lessee) that Lessee has accepted and occupied the Leased Premises;

e. (if from Lessee) that Lessee has no claim or offset against Lessor, or, if it does,stating the date of the assignment and assignee (if known to Lessee); and

f. other matters as may be reasonably requested.

Any certificate may be relied upon by any prospective purchaser, lender or other person with abona fide interest in the Leased Premises.

311. NO WAIVER:

No waiver of any condition or agreement in this Lease by either Lessor or Lessee willimply or constitute a further waiver by such party of the same or any other condition oragreement. No act or thing done by Lessor during the term of this Lease will be deemed anacceptance of surrender of the Leased Premises, and no agreement to accept the surrender will bevalid unless in writing signed by Lessor. The delivery of Lessee’s keys to Lessor will notconstitute a termination of this Lease unless Lessor has entered into a written agreement to thateffect. No payment by Lessee, or receipt fi’om Lessor, of a lesser amount than the rent or othercharges stipulated in this Lease will be deemed to be anything other than a payment on accountof the earliest stipulated rent. No endorsement or statement on any check or any letteraccompanying any check or payment as rent wilt be deemed an accord and satisfaction. Lessorwill accept the check for payment without prejudice to Lessor’s right to recover the balance ofthe rent or to pursue any other remedy available to Lessor.

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31. AUTHORITY:

Each of the persons executing this Lease on behalf of Lessee warrants to Lessor thatLessee is a duly organized and existing [corporation or limited partnership] under Delaware law,that Lessee is authorized to do business in the State of Maryland, that Lessee has full right andauthority to enter into this Lease, and that each and every person signing on behalf of Lessee isauthorized to do so. Upon Lessor’s request, Lessee will provide evidence satisfactory to Lessorconfirming these representations.

Lessor and the person executing and delivering this Lease on Lessor’s behalf eachrepresents and wanants to Lessee that such person is duly authorized to so act and has the powerand authority to enter into this Lease; and that all action required to authorize Lessor and suchperson to enter into this Lease has been duly taken.

32. LIMITED LIABILITY:

Lessee’s sole recourse against Lessor, and any successor to the interest of Lessor in theLeased Premises, is to the interest of Lessor, and any successor, in the Leased Premises. Lesseewill not have any right to satisfy any judgment which it may have againstLessor, or anysuccessor, from any other assets of Lessor, or any successor, or from any of Lessor’s boardmembers, staff, officers, agents, servants, employees, volunteers, business invitees, customers, orguests. In no event shall Lessor be liable for consequential or punitive damages, economiclosses or losses derived from future expected revenues. The provisions of this Section 32 are notintended to limit Lessee’s right to seek injunctive relief or specific performance.

33. RECORDATION:

Lessee may record, at Lessee’s expense, a memorandum or short form hereof in the formattached hereto as Exhibit F; provided, however, that prior to Lessor’s execution thereof, Lesseeshall execute and deliver to Lessor two (2) original releases thereof, which Lessor shall beentitled to record when this Lease expires or is terminated.

34. CONFLICTS:

In the event of any conflict between the terms and provisions of this Lease and the MasterLease, this Lease shall control.

[Signatures contained on following page.]

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IN WITNESS WHEREOF, the parties hereto executed this Lease in two parts on thedates indicated.

LESSOR:

PRINCE GEORGE’S COUNTY BOARD OFEDUCATION, a body corporation

By:Its:Date:

[Signatures continue on following page.]

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LESSEE:

MILESTONE COMMUNICATIONSMANAGEMENT III, INC., a Delaware corporation

By:.Its:Date:

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EXHIBIT A

Description of Site

EXHIBIT A-1

Monopole Location; Description of Leased Premises

EXHIBIT B

EXHIBIT C

Hazardous Materials

EXHIBIT D

Carrier Sublease Rider

[See fom3 on the system as doc # 455617]

EXHIBIT E

Mortgagee Provisions

~ment FinancinN.

Lessor acknowledges that Lessee may in the future enter into a financing arrangementincluding promissory notes and financial and security agreements for the financing of theMonopole and Base Station and that Lessee’s tenants, lessees or licensees may have entered into(or may in the future enter into) such financing arrangements for the financing of their equipmentinstalled as part of the Base Station (collectively, the "Collateral"). In connection therewith,Lessor (i) consents to the installation of the Collateral (subject to the terms and provisions of theLease); and (ii) disclaims any interest in the Collateral, as fixtures or otherwise.

Leasehold Financing.

Notwithstanding anything to the contrary contained in this Lease, at any time and fromtime to time Lessee may mortgage, pledge and encumber its interests in this Lease and in anysubleases, and assign this Lease and any subleases, licenses and other occupancy and useagreements as collateral security for such mortgage(s). The making of a leasehold mortgage (orany other such assignment, pledge or encumbrance) shall not be deemed to constitute aprohibited assignment of this Lease, or of the leasehold estate hereby created, nor cause theholder of the leasehold mortgage (a "~") to be deemed an assignee of this Lease. SuchMortgagee (or its nominee) shall be deemed an assignee of this Lease only at such time itsucceeds to the Lessee’s interest in this Lease by foreclosure of any leasehold mortgage, orassignment in lieu of the foreclosure, or if it exercises or attempts to exercise any rights orprivileges of Lessee under the Lease. Upon such succession such Mortgagee (or nominee) shallbe bound by the terms of this Lease only with respect to obligations first arising after suchsuccession and shall be released and relieved of all farther liabilities and obligations under thisLease once it assigns its interest in this Lease. Notwithstanding the foregoing, Mortgagee orsuch successors shall be liable for all rent due under the Lease, and for curing any breaches ordefaults which continue after the Mortgagee or such successor acquire Lessee’s interest in thisLease. Notwithstanding anything to the contrary continued in this Lease, any Mortgagee (orother person or entity) that succeeds to Lessee’s interest in this Lease by way of foreclosure,assignment in lieu of foreclosure or the exercise of any other remedies relating to theenforcement of any leasehold mortgage may assign this Lease to any telecommunicationscompany with assets in excess of One Hundred Million Dollars ($100,000,000) and upon suchassignment, such assignee shall be released from all further liability under this Lease; provided,however, that the provisions hereof shall become null and void upon such assignment. Whenused in this Lease, "mortgage" shall include whatever security instruments are used in thelocality of the Premises, such as, without limitation, mortgages, deeds of trust, security deeds,and conditional deeds, as well as financing statements, security agreements, and otherdocumentation required pursuant to the Uniform Commercial Code or successor or similarlegislation.

If a Mortgagee shall send to Lessor and its counsel a tree copy of the leasehold mortgage,together with written notice specifying the name and address of the Mortgagee and the pertinentrecording data with respect to such leasehold mortgage, Lessor agrees that the followingprovisions shall apply to such mortgage so long as the leasehold mortgage has not been releasedby the Mortgagee:

No Modification/No Merger.

There shall be no cancellation, surrender or modification of this Lease by Lessor andLessee without the prior consent in writing of each Mortgagee. If the leasehold interest underthis Lease shall ever be held by the same person or party who then holds the reversionary interestunder this Lease, no merger shall result therefrom and both the leasehold and reversionaryinterests shall continue.

Notice/Cure.

Lessor shall, upon serving Lessee with any notice of default or other notice provided forin this Lease, simultaneously serve a copy of such notice upon the Mortgagee and no such noticeto Lessee shall be effective unless a copy of such notice is so served on the Mortgagee. Uponreceipt of such notice the mortgagee shall have the same period, after and commencing uponreceipt of such notice, to elect (in its sole discretion) to remedy or cause to be remedied thedefaults complained of, and Lessor shall accept such performance as if the same had been doneby Lessee.

Termination.

Upon any termination of this Lease, at the electio~ of the Mortgagee, Lessor willpromptly enter into a new lease of the Premises with such Mortgagee or its nominee for theremainder of the term of the Lease, effective as of the date of such termination at the rent andupon the terms, provisions, covenants, and agreements as herein contained, provided:

Such Mortgagee(s) or its nominee(s) shall make written request upon Lessor forsuch new lease within thirty (30) days after the date of such termination;

Such Mortgagee(s) or its nominee(s) pay to Lessor at the time of the executionand delivery of such new lease any sums that would at the time of the execution and deliverythereof be due pursuant to this Lease but for such default or termination (e.g., excluding all, ifany, accelerated rent), less one-half (1/2) of the net income collected and retained by Lessorsubsequent to the date of termination of this Lease and prior to the execution and delivery of thenew lease; and

Upon the execution and delivery of such new lease, all subleases, licenses andother occupancy and use agreements that theretofore may have been assigned and transferred toLessor shall thereupon be assigned and transferred by Lessor to the mortgagee or its nominee,and assumed by the Mortgagee or nominee, and such party shall indemnify and hold Lessorharmless from and against any further liability thereunder. Lessor hereby agrees that, withrespect to any such sublease so assigned, Lessor will not modify or amend any of the terms or

provisions thereof, during the period between the expiration or termination of this Lease and theexecution and delivery of a new lease.

A_Rpjlication of Certain Proceeds.

The mortgagee may reserve the fight to apply to the mortgage debt all or any part ofLessee’s share of the proceeds from any insurance policies or arising fi’om a condemnation.

EXHIBIT F

Memorandum of Lease

MEMORANDUM OF LEASE

THIS MEMORANDUM OF LEASE is entered into as of the __ day of,20__, by and between Milestone Communications Management III, Inc., a

Delaware corporation ("Lessee"), and The Prince George’s County Board of Education, a bodycorporate ("Lessor").

RECITALS:

A. Lessor and Lessee are parties to a Site Lease Agreement, dated20__ (the "Lease"), pursuant to which Lessor has leased to Lessee certain real property inPrince George’s County, Maryland described in Exhibit "A" attached hereto.

B. Lessor and Lessee wish to enter into this Memorandum of Lease.

NOW, THEREFORE, in consideration of the premises, the sum of Five Dollars($5.00) and other good and valuable consideration, the receipt and sufficiency of which is herebyacknowledged, Lessor and Lessee hereby agree as follows:

Education.The name of the lessor under the Lease is Prince George’s County Board of

2. The name of the lessee under the Lease is Milestone CommunicationsManagement III, Inc.

3. The address of Lessor, as stated in the Lease, is Prince George’s County Board ofEducation, _, Attn: . Theaddress of Lessee, as stated in the Lease, is Milestone Communications, 1890 Preston WhiteDrive, Suite 103, Reston, VA 20191.

4. The leased premises, as described in the Lease, consists of aportion of the property owned by the Lessor located at , Maryland , andknown as and as more particularly described on the attached Exhibit A.

5. The term of the Lease is ten (10) years. The date of commencement of the termof the Lease was ,20__, and the date of termination of the term of the Lease isten (10) years thereafter, subject to any applicable renewal period.

6. Provided Lessee is not in default under the Lease beyond any applicable cureperiod, Lessee may renew the Lease for four (4) five-year renewal periods, to commence at theend of the initial term of the Lease. Accordingly, the latest date to which the term of the Leasemay be extended is

(Signatures continue on the following 2pages)

IN WITNESS WHEREOF, the undersigned LESSEE has duly executed thisMemorandum of Lease under seal as of the first date stated above.ATTEST:

MILESTONE COMMUNICATIONSMANAGEMENT III, INC., a Delawarecorporation doing business as MilestoneCommunications

By:Name: Leonard Forkas, Jr.Title: President

STATE OF

COUNTY OFTO WIT:

I hereby certify that on this __ day of ,200__, before me, a Notary Publicfor the state and county atbresaid, personally appeared Leonard Forkas, Jr., known to me orsatisfactorily proven to be the person whose name is subscribed to the foregoing instrument, andacknowledged that he executed the foregoing instrument, acting in his capacity asof MILESTONE COMMUNICATIONS MANAGEMENT III, INC. for the purposes therein setforth.

Notary PublicMy Commission Expires:

IN WITNESS WHEREOF, the undersigned LESSOR has duly executed thisMemorandum of Lease under seal as of the first date stated above.

ATTEST:

THE PRINCE GEORGE’S COUNTY BOARDOF EDUCATION,a body corporate and politic

By:Name:Title:

STATE OF

COUNTY OF

)))

TO WIT:

I hereby certify that on this __ day of ,200__, before me, a Notary Publicfor the state and county aforesaid, personally appeared , known to me orsatisfactorily proven to be the person whose name is subscribed to the foregoing instrument, andacknowledged that he executed the foregoing instrument, acting in his capacity asof Prince George’s County Board of Education, for the purposes therein set forth.

Notary PublicMy Commission Expires:

Exhibit A toMemorandum of Lease

(Legal Description)

37077.000802 EMF_US 291 ! 1349v2