MASTER SITE DEVELOPMENT AND LEASE AGREEMENT

THIS AGREEMENT, made this day of August, 1998 (the "Effective Date"), between ALAMOSA PCS, LLC, a Texas limited liability company, with its principal offices located at 6688 N. Central Expressway, Suite 850, Dallas, Texas, ("Customer") and Speciality Capital Services, Inc., a Nevada corporation with its principal offices located as 12001 Hwy. 14 North, Cedar Crest, New Mexico, 87008 ("Specialty").

WITNESSETH:

WHEREAS, Specialty provides site acquisition, zoning, construction, site development, site maintenance and site leasing services for wireless communications facilities located in the United States of America;

WHEREAS, Customer desires to lease space on certain wireless communications towers or platforms to be constructed and owned by Specialty ("Leased Sites"); and

WHEREAS, Specialty and Customer desire to set forth terms and conditions upon which Specialty will construct and Customer will lease from Speciality Leased Sites located in the areas identified in Exhibit "A" hereto.

NOW THEREFORE, in consideration of the premises and the mutual covenants and obligations hereinafter set forth, the parties agree as follows:

1. Leased Sites.

1.1 Leased Site Schedules. This Agreement and each Leased Site Schedule in substantially the form attached hereto as Exhibit "B" ("Leased Site Schedule") executed in connection with this Agreement contain the basic terms and conditions upon which each Leased Site will be constructed and leased by Specialty to Customer. The location of each Leased Site is individually referred to in this Agreement as a "Site." Each Leased Site Schedule will describe the specific location, description and the size of the Site to which it pertains and contain a precise description of the wireless communications platform or tower to be constructed by Speciality on the Site. Customer will indicate its interest in obtaining a Leased Site Schedule for a particular Site by completing and forwarding to Specialty either search rings for a particular area or a written notice identifying particular Sites for implementation pursuant to this Agreement. Upon receipt of search rings, Specialty will, at its sole expense, promptly inventory and review all existing elevated structures within each search ring that are susceptible of locating a Site, including existing roof top sites, water tank sites, towers and other elevated structures. The purpose of this inventory and review process is to identify sites on which Customer's wireless transmission facilities can be located or co-located with other carriers thereby minimizing the need for construction of new towers. Upon completion of this inventory and review, Speciality and Customer will analyze the results and review Customer's search rings in order to (i) identify the specific roof top sites, water tank sites, existing towers and other existing elevated structures to be utilized by Customer and (ii) determine the number and location of new towers to be constructed. Customer and Specialty understand and agree that so long as Customer's time-to-market, and RF engineering criteria are satisfied, Customer's wireless transmission facilities will be co-located on existing structures within the applicable search rings whenever possible. After Customer and Specialty determine that a new tower will be constructed within a given search ring or location, Specialty will locate and identify to Customer a proposed Site for construction of the new tower. Upon identification of each proposed Site for construction of a new tower, Customer will have three (3) business days in which to notify Specialty whether the proposed Site is acceptable to Customer. If Customer deems the Site acceptable or if Customer fails to notify Specialty that it deems the Site unacceptable within three (3) business days after the proposed Site is identified to Customer, then Customer will forward an executed Leased Site Schedule to Specialty whereupon, Specialty will, at its sole expense, promptly complete the site acquisition, lease procurement and zoning (collectively, "Site Acquisition and Zoning Services") of the Site and construct the Leased Site in accordance with the time frames and specifications set forth in Exhibit 2 to the Lease Site Schedule. Upon completion of the Lease Site, Specialty will lease the Leased Site to Customer pursuant to this Agreement and the applicable Lease Site Schedule. To the extent requested by Customer, Specialty will use its best efforts to utilize existing bulk siting agreements or other favorable siting arrangements available to Customer, coordinate all zoning and permitting related activities with Customer and allow Customer to participate in such zoning and permitting processes to ensure consistency with Customer zoning and permitting practices and procedures. Specialty intends to utilize Specialty personnel and existing subcontractor relationships to perform Site Acquisition and Zoning Services. However, if requested by Customer, Specialty will agree to utilize or work with individuals and/or subcontractors designated by Customer (assuming such individuals and/or subcontractors are willing to work with Specialty and meet Specialty's pricing objectives to Customer). If Customer identifies one or more specific Sites to Specialty for which Site Acquisition and Zoning Services already have been completed, then Customer will forward an executed Leased Site Schedule to Specialty describing the Site, whereupon, Specialty will, at its sole expense, promptly enter into or accept the assignment of the underlying site lease or sublease, construct the Leased Site in accordance with the time frames and specifications set forth in Exhibit 2 to the Leased Site Schedule, and, upon completion of the Leased Site, lease the Leased Site to Customer as described in the Leased Site Schedule, and, upon completion of the Leased Site, lease the Leased Site to Customer as described in the Leased Site Schedule. Each Leased Site Schedule will become a part of this Agreement only upon its execution and delivery by both Customer and Specialty. The parties acknowledge and agree that the specifications for each Leased Site will be sufficient to facilitate co-location of additional tenants on the Leased Site following completion.

1.2 Improvement of Existing Sites. Where an existing communications tower or platform (including existing roof top sites, water tank sites, towers and other elevated structures, owned or otherwise controlled by a party other than Specialty) in any of the areas identified in Exhibit "A" is selected by Customer for the co-location of a wireless transmission facility, Customer agrees to engage Specialty to perform any necessary Site Acquisition and Zoning Services and to construct any necessary improvements to implement the planned facility, provided Specialty's fees for performing such services are competitive with those available from contractors ("qualified competing contractors") of similar expertise, quality and reputation to Specialty. Specialty will provide such services at competitive prices that are not higher than the average prices available in the given market for like services from qualified competing contractors, provided, however, that if Customer believes that the pricing offered by Specialty is not competitive, then Customer will have the right to obtain bids from qualified competing contractors for the same services (including, without limitation, construction management services) as those proposed to be provided by Specialty. If Customer obtains a pricing bid for the required services from a qualified competing contractor that is other than Specialty's proposed pricing, then Customer shall notify Specialty and Specialty shall have the right of first refusal, exercisable by notifying Customer within seven (7) days following receipt of such notice from Customer, to meet the bid upon the same terms and conditions as set forth in the bid. If Specialty declines to meet the bid, then Customer will have the right to hire the qualified competing contractor to perform the work with respect to that site (subject to the qualified competing contractor's provision of certificates of insurance consistent with the provisions of this Agreement).

1.3 Use of Additional Sites. If during the initial term of this Agreement Customer desires to install additional wireless transmission facilities in any of the areas identified in Exhibit "A," then the following provisions shall apply:

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