U S REALTEL INC, PRE 14C, 2000-10-24

U S REALTEL INC
PRE 14C, 2000-10-24
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)

Previous: APPLETON PARTERS INC/MA, 13F-HR, 2000-10-24

Next: UNIVERSAL COMPRESSION HOLDINGS INC, SC 13G/A, 2000-10-24

<PAGE>

SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box:

/X/ Preliminary Information Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14C-5(D)(2))
/ / Definitive Information Statement

U.S. REALTEL, INC.
(Name of Registrant as Specified In Charter)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.

(1) Title of each class of securities to which transaction
applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:

Filing fee: $__________. Fee determined pursuant to
Rule 0-11(c)(2) based upon bona fide estimate of aggregate
proceeds to the Company of $__________ upon the sale of
substantially all of its assets.

(4) Proposed maximum aggregate value of transaction: $__________

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid: ______________________________________

(2) Form, Schedule or Registration Statement No.: ________________

(3) Filing Party: ________________________________________________

(4) Date Filed: __________________________________________________
<PAGE>

U.S. REALTEL, INC.
555 WEST MADISON, ATRIUM LEVEL SOUTH
CHICAGO, ILLINOIS 60661

SCHEDULE 14C INFORMATION STATEMENT

INTRODUCTION

This Information Statement is being furnished by U.S. RealTel, Inc.,
a Delaware corporation, to holders of shares of its common stock, par value
$.001. U.S. RealTel, Inc., together with its subsidiaries, is referred to
herein as the "Company," "we" and "us." The holders of approximately 58% of
our outstanding common stock have consented in writing to the sale to Apex
Site Management, Inc., a Delaware corporation and a wholly-owned indirect
subsidiary of SpectraSite Holdings, Inc., of substantially all of our assets,
consisting of the assets relating to our U.S. business, pursuant to an Asset
Purchase Agreement, dated as of October 18, 2000, by and between Apex and us.
The consideration to be paid by Apex under the Asset Purchase Agreement is
equal to the sum of $16,500,000 plus up to an additional $250,000 in
contingent consideration, and the assumption of certain liabilities.

The enclosed Information Statement is being furnished to you to
inform you that the Asset Purchase Agreement and the transactions
contemplated by it have been approved by resolutions of holders of the
majority of our outstanding common stock acting under Section 228 of the
Delaware General Corporation Law. The Board of Directors is not soliciting
your proxy in connection with the adoption of these resolutions and proxies
are not requested from stockholders. These resolutions will not become
effective before the date which is 21 days after this Information Statement
was first sent to stockholders.

This Information Statement is first being mailed to stockholders on
or about November / /, 2000. Only stockholders of record at the close of
business on September 22, 2000 will be entitled to receive this Information
Statement.

THIS IS AN INFORMATION STATEMENT.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE NOT REQUESTED TO SEND US A PROXY.

THE PROPOSED SALE IS CONDITIONED UPON, AMONG OTHER THINGS, THE
SECURING OF ALL NECESSARY APPROVALS AND CONSENTS (WHICH DOES NOT INCLUDE
STOCKHOLDER CONSENT). THERE CAN BE NO ASSURANCE THAT THE CONDITIONS TO THE
PROPOSED SALE WILL BE SATISFIED OR WAIVED AND THAT THE PROPOSED SALE WILL BE
CONSUMMATED. SEE "THE ASSET PURCHASE AGREEMENT - CONDITIONS."

Since the proposed sale involves a sale of assets, stockholders will
retain their equity interest in U.S. RealTel, Inc. following the consummation
of the sale, and U.S. RealTel, Inc. will have received the proceeds from the
proposed asset sale. See "The Proposed Sale - Use of Proceeds; Conduct of
Business Following the Proposed Sale."

THE INFORMATION CONTAINED REGARDING APEX AND SPECTRASITE HAS BEEN
SUPPLIED BY APEX AND SPECTRASITE. WE HAVE NOT AUTHORIZED ANYONE TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
INFORMATION STATEMENT AND, IF GIVEN OR MADE, YOU MUST NOT RELY UPON SUCH
INFORMATION OR REPRESENTATION AS HAVING BEEN AUTHORIZED BY US OR ANY OTHER
PERSON.

i
<PAGE>

AVAILABLE INFORMATION

We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance with
the Exchange Act we file reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). You may inspect
and copy the reports, proxy statements and other information filed by us with
the Commission at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and
as well as the Commission's Regional Offices. You may also call the
Commission at 1-800-SEC-0330 for more information about the public reference
room, how to obtain copies of documents by mail or how to access documents
electronically on the Commission's Web site at (http://www.sec.gov).

ii
<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
INTRODUCTION...................................................................i
AVAILABLE INFORMATION.........................................................ii
SUMMARY TERM SHEET.............................................................1
The Stockholder Consent.................................................1
The Company.............................................................1
Apex....................................................................1
The Proposed Sale.......................................................2
The Asset Purchase Agreement............................................3
THE STOCKHOLDER CONSENT........................................................4
THE COMPANY....................................................................4
APEX...........................................................................5
THE PROPOSED SALE..............................................................5
Background of the Proposed Sale.........................................5
Approval by the Board of Directors; Reasons For the Proposed Sale.......7
Opinion of Valuation Research...........................................8
Certain Tax Consequences...............................................10
Use of Proceeds; Conduct of Business Following the Proposed Sale.......10
Interest of Certain Persons in the Proposed Sale.......................10
Dissenters' Appraisal Rights...........................................11
THE ASSET PURCHASE AGREEMENT..................................................12
Assets to be Sold and Liabilities to be Assumed........................12
Purchase Price.........................................................12
Representations and Warranties and Certain Covenants...................13
Conditions.............................................................13
Indemnification........................................................15
Closing................................................................16
Termination............................................................16
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT................17

</TABLE>

ANNEXES

A. Fairness Opinion of Valuation Research
B. Asset Purchase Agreement

iii
<PAGE>

SUMMARY TERM SHEET

The following is a summary of certain information contained
elsewhere in this Information Statement. Reference is made to, and this
summary is qualified in its entirety by, the more detailed information
contained in this Information Statement and the attached Annexes. Unless
otherwise defined, capitalized terms used in this summary have the meanings
set forth elsewhere in this Information Statement. You are urged to read this
Information Statement and the Annexes in their entirety.

- THE STOCKHOLDER CONSENT:

STOCKHOLDER VOTES WILL NOT BE SOLICITED. The General Corporation Law of
Delaware and our by-laws allow us to sell all, or substantially all, of our
assets as authorized by a resolution dated October 9, 2000 adopted by the
holders of the majority of our outstanding stock entitled to vote on the
proposed asset sale. Perry H. Ruda, Ross J. Mangano, Jo & Co., the Joseph
D. Oliver Trust, Jordan E. Glazov and Sheila N. Glazov, Brandywine
Operating Partnership, L.P., Craig M. Siegler, Sidney J. Marx, Howard J.
Siegel and Doerge-U.S. RealTel, L.L.C., who together own approximately 58%
of our outstanding common stock, have consented by written resolution to
the adoption of the Asset Purchase Agreement and therefore, no vote of any
other stockholder is necessary and stockholder votes are not being
solicited. See "The Stockholder Consent."

- THE COMPANY:

U.S. RealTel, Inc.
555 West Madison, Atrium Level South
Chicago, Illinois 60661

- APEX:

Apex Site Management, Inc.
555 North Land, Suite 6138
Conshohocken, Pennsylvania 19428

1
<PAGE>

- THE PROPOSED SALE:

BACKGROUND OF THE PROPOSED SALE. The terms of the proposed asset sale of
our U.S. business to Apex are the result of arms-length negotiations
between SpectraSite and us. See "The Proposed Sale - Background of the
Proposed Sale."

APPROVAL BY THE BOARD OF DIRECTORS; REASONS FOR THE PROPOSED SALE. Our
Board of Directors believes that the proposed sale is in our best interests
and has approved the proposed sale. The Board of Directors' approval of the
proposed sale is based upon a number of factors described in this
Information Statement, including the fairness opinion of Valuation Research
Corporation. See "The Proposed Sale - Approval by the Board of Directors;
Reasons for the Proposed Sale;" "- Opinion of Valuation Research;" and
"- Interest of Certain Persons in the Proposed Sale."

FAIRNESS OPINION. On September 26, 2000, we retained Valuation Research
Corporation to render a fairness opinion in connection with the proposed
asset sale. We selected Valuation Research based upon Valuation Research's
qualifications, expertise and reputation as a valuation advisor. Valuation
Research provides business valuation services to clients throughout the
United States as well as internationally through its affiliation with
various valuation companies across Europe and South America. Valuation
Research is regularly engaged in the valuation of businesses in connection
with mergers, acquisitions and reorganizations and for estate, tax,
corporate and other purposes. Valuation Research delivered its opinion to
us to the effect that based upon the assumptions made, matters considered
and limits of the review undertaken, as set forth in such opinion, the
proposed asset sale is fair to our stockholders from a financial point of
view. See "The Proposed Sale - Opinion of Valuation Research."

CERTAIN TAX CONSEQUENCES. The proposed asset sale will be a taxable
transaction to the Company for United States Federal income taxes purposes.
The Company will record a tax liability of $320,000 at closing in
anticipation of the estimated tax resulting from the proposed asset sale.
See "The Proposed Sale - Certain Tax Consequences."

USE OF PROCEEDS; CONDUCT OF BUSINESS FOLLOWING THE PROPOSED SALE. A portion
of the proceeds from the proposed asset sale will be used to repay
approximately $5,855,000 of indebtedness to Brandywine Operating
Partnership, L.P., Jordan E. Glazov, Perry H. Ruda, Victor Chigas, and
Troon & Co. In addition, a portion of the proceeds will be used for other
corporate purposes including the payment of (i) expenses incurred in
connection with the proposed asset sale, (ii) expenses incurred during the
period prior to the closing of the proposed asset sale in the operation and
termination of our U.S. business and (iii) expenses incurred in the
operation of our remaining business both prior to and after the closing of
the proposed asset sale. Moreover, the Company intends to evaluate a number
of alternative uses for the remaining proceeds, including using all or a
portion of such proceeds both to develop and expand our businesses in our
existing international markets, specifically in Argentina and Brazil
through our subsidiaries located in those countries, as well as to expand
into selected new international markets. See "The Proposed Sale - Use of
Proceeds; Conduct of Business Following the Proposed Sale."

INTEREST OF CERTAIN PERSONS IN THE PROPOSED SALE. We are indebted to
certain members of our Board of Directors or affiliates of members of our
Board of Directors and will use a portion of the proceeds of the proposed
asset sale to repay such indebtedness. In addition, certain members of our
Board of Directors or affiliates of members of our Board of Directors have
the right to acquire stock in RealTel do Brasil, our Brazilian subsidiary,
or hold stock, or a debenture convertible into stock, of our Argentinean
subsidiary, RealTel de Argentina, S. A., and thus could

2
<PAGE>

benefit if and to the extent we use a portion of the proceeds from the
proposed asset sale to develop and expand our business in South America
through those subsidiaries. Further, each of the members of our Board of
Directors or, in certain cases, an affiliate of a member of the Board of
Directors, has agreed to guaranty the repayment, together with interest,
of an advance on the purchase price of $1,650,000 made by Apex to the
Company, if the closing of the proposed asset sale does not occur under
certain circumstances. The Company has agreed to issue promissory notes
and warrants to each such guarantor who repays such advance amount. Our
directors and officers also have an interest in the proposed asset sale
by virtue of their holdings of our common stock and options and warrants
exercisable into shares of our common stock. See "The Proposed Sale -
Interest of Certain Persons in the Proposed Sale" and "Security Ownership
of Certain Beneficial Owners and Management."

DISSENTERS' APPRAISAL RIGHTS. The General Corporation Law of Delaware does
not provide dissenters' appraisal rights to stockholders in the event of a
sale of assets. See "The Proposed Sale - Dissenters' Appraisal Rights."

- THE ASSET PURCHASE AGREEMENT:

ASSETS TO BE SOLD. We have agreed to sell to Apex substantially all of our
assets and intellectual property which relate to our U.S. business. See
"The Asset Purchase Agreement - Assets to be Sold and Liabilities to be
Assumed."

PURCHASE PRICE. The consideration under the Asset Purchase Agreement is
equal to the sum of $16,500,000 plus up to an additional $250,000 for new
master lease agreements negotiated by us prior to September 30, 2000, and
the assumption of certain liabilities. See "The Asset Purchase Agreement -
Assets to be Sold and Liabilities to be Assumed" and "- Purchase Price."

CONDITIONS TO THE PROPOSED SALE. Our obligation and Apex's obligation to
consummate the proposed asset sale are subject to the satisfaction or
waiver of certain conditions customary to a transaction of this nature,
including, among others, our execution of a non-compete agreement and the
occurrence of certain other events described in "The Asset Purchase
Agreement - Conditions."

CLOSING OF THE PROPOSED SALE. The closing of the proposed asset sale will
take place on the first business day following our satisfaction of the
provisions of Regulation 14C of the Securities Exchange Act of 1934,
provided, however, that the closing will be extended as may be required for
us to obtain certain consents required pursuant to the Asset Purchase
Agreement, and in all events not later than February 15, 2001. See "The
Asset Purchase Agreement - Closing."

TERMINATION. The Asset Purchase Agreement may be terminated prior to the
closing as follows: (a) by either Apex or by us, if the closing date shall
not have occurred before February 15, 2001; (b) by mutual written consent
of Apex and us; or (c) by either Apex or by us, if the other party has
breached any material representation, covenant, warranty, covenant or
agreement contained in the Asset Purchase Agreement and such breach would
constitute a failure of a closing condition of the breaching party which
cannot be or is not cured by the closing date. See "The Asset Purchase
Agreement - Termination."

3
<PAGE>

THE STOCKHOLDER CONSENT

Section 271 of the General Corporation Law of Delaware permits a
Delaware corporation to sell all, or substantially all, of its assets as its
board of directors deems expedient and for the best interests of the
corporation, when and as authorized by a resolution adopted by the holders of
a majority of the outstanding stock of the company entitled to vote on the
proposed asset sale. Perry H. Ruda, Ross J. Mangano, Jo & Co., the Joseph D.
Oliver Trust, Jordan E. Glazov and Sheila N. Glazov, Brandywine Operating
Partnership, L.P., Craig M. Siegler, Sidney J. Marx, Howard J. Siegel and
Doerge-U.S. RealTel, L.L.C. together own approximately 58% of our outstanding
common stock. These majority stockholders have consented in writing under
Section 228 of the General Corporation Law of Delaware to the adoption of the
Asset Purchase Agreement in accordance with to Section 271 of the General
Corporation Law of Delaware. Accordingly, no vote of any other stockholder is
necessary and stockholder votes are not being solicited.

Our Board of Directors has fixed September 22, 2000, as the record
date for the determination of our stockholders entitled to receive this
Information Statement. At the close of business on the record date, there
were 6,467,808 shares of our common stock outstanding, held by approximately
119 holders of record.

THE COMPANY

We have developed a package of property site access and usage
rights, which we call "Telecommunications Rights." We obtain
Telecommunications Rights from property owners under long-term, typically
exclusive "Master Lease" Agreements. Under our Master Leases, we receive the
rights to install communications infrastructure in a property and/or to
provide communications services to the property's tenants. In exchange, we
agree to share with the property owner a percentage of the revenues that we
receive from subleasing the Telecommunications Rights to multiple
telecommunications service providers. We have created a proprietary database,
which we call the "USRT Telecom Grid," which contains site information about
the location, size, type and ownership of our properties. As of October 1,
2000, we have executed agreements for approximately 291 installations on 204
properties of which 73 telecommunications facilities have been installed and
are operational.

We have two primary lines of business, "Occupant Services," which is
our business of leasing and subleasing (on behalf of property owners) to
telecommunications companies the right to deploy equipment in buildings or other
properties in order to offer telephony, internet, video, data and other
telecommunications services to the tenants and occupants of these buildings or
other properties, and "Antenna Site Leasing," which is our business of leasing
and subleasing (on behalf of property owners) to telecommunications companies of
space on rooftops, vacant land and other properties for the installation,
operation and maintenance of wireless communications antennas and other
equipment. In our Occupant Services and Antenna Site Leasing businesses, we sign
"Master Subleases" with telecommunications service providers that grant the
right to install communications infrastructure and/or provide communications
services to the property's tenants. Each Master Sublease lays out, up-front, the
substantive business terms that define our arrangement with each
telecommunications service provider and forms the base document for each
specific property sublease. As a result, telecommunications service providers
can access thousands of sites via one document, significantly expediting access
to subscribers. In addition to these businesses, our "CDS" business, which is
still in development, is our proposed business of installing (or managing for
building owners the installation of) in-building broadband centralized
distribution systems in office and other properties and then leasing capacity on
those systems to telecommunications companies. We currently operate our business
in the U.S.; in Argentina through our subsidiary, RealTel de Argentina, S.A.;
and in Brazil through our subsidiary RealTel do Brasil, S.A.

4
<PAGE>

Through our businesses, we serve tenants' communications needs, enhance
the value of property owners' assets and support telecommunications service
providers' business plan execution, solidifying our position as a broadband
distribution channel in the "Last 100 Feet" -- the distance between the fiber
networks outside buildings to the end users within these properties. Our
portfolio of telecommunications access rights and our extensive relationships
with property owners and telecommunications service providers comprise our core
assets and provide the platform for our businesses. Since inception, we have
received nominal revenues and accordingly, as of the date hereof, we are
considered to be in the development stage.

APEX

Apex is a wholly-owed indirect subsidiary of SpectraSite, one of the
leading providers of outsourced antennae site and network services to the
wireless communications and broadcast industries in the United States and
Canada. SpectraSite's businesses include the ownership and leasing of antennae
sites on towers, managing rooftop and in-building telecommunications access on
commercial real estate, network planning and deployment and construction of
towers and related wireless facilities. SpectraSite's customers are leading
wireless communications providers and broadcasters, including Nextel, SBC
Wireless, Sprint PCS, AT&T Wireless, VoiceStream Communications, Tritel
Communications, Teligent, WinStar, Cox Broadcasting, Clear Channel
Communications and Paxson Communications. As of December 31, 1999, SpectraSite
owned or managed over 15,000 sites, including 2,765 owned towers, in 98 of the
top 100 markets in the United States.

THE PROPOSED SALE

BACKGROUND OF THE PROPOSED SALE

The terms of the proposed asset sale of the Company's U.S. business to
Apex are the result of arm's-length negotiations between SpectraSite and the
Company.

The chronology of events and Board actions leading to the proposed
asset sale is outlined below. Each meeting of the Board was attended by at least
a majority of the Directors. Certain of the Board meetings were also attended
by, as requested by the Board, key executive officers of the Company, and the
Company's outside advisors, including its legal counsel, Sachnoff & Weaver,
Ltd., its outside certified public accountants, BDO Seidman, LLP, and its
financial advisor, Lehman Brothers.

In an effort to secure adequate financing for the Company, both to fund
our corporate operational needs, as well as to develop and implement our
existing and proposed lines of business, in February 2000 we selected Lehman
Brothers as our exclusive financial advisor to assist us in these endeavors.
Our initial efforts focused on undertaking a private equity offering, with
Lehman Brothers acting as placement agent, to raise up to $25 million through
the sale of the Company's preferred stock. We commenced this offering in March
2000. As part of its efforts, Lehman Brothers contacted 125 investors and
arranged a series of first round meetings for senior management with 31
different investors. These contacts and meetings met with limited success.
While potential investors were interested in our unique business plan, the
scalability of our business strategy, the international opportunities and the
potential for ancillary businesses provided by the ownership of
telecommunications access rights, they also expressed concerns about the then
developing uncertainties and volatility in the stock market, as well as our
status as an early stage development company.

On May 26, 2000, our management received from SpectraSite an
unsolicited indication of interest in purchasing the U.S. business of the
Company.

5
<PAGE>

As a result of the SpectraSite offer, the limited success of our
private offering efforts to date and our intensifying need for capital to fund
our day to day operations and to fund the development of our businesses, in
June 2000 our Board of Directors elected to explore additional means to raise
capital, primarily the possible sale of all or a portion of the Company or its
assets, including our U.S. business.

On June 8, 2000, the Board designated Perry H. Ruda, the Company's
Chairman of the Board, and Jordan E. Glazov, the Company's President, with
primary responsibility to, in conjunction with Lehman Brothers, (i) evaluate
alternative proposals for the sale of the Company and/or its assets, (ii)
solicit possible offers to purchase the Company or its assets, and (iii)
negotiate the terms of such transaction.

During this period, Lehman Brothers actively sought bids from other
prospective buyers. Lehman Brothers focused on potential candidates in those
sectors of our business and related businesses that would be most likely to have
an interest in acquiring some part or all of our operations or assets. This
group of prospective acquirers included owners and managers of antenna sites on
towers, real estate management companies and other intermediaries, and companies
engaged in the CDS business. Contemporaneously with these efforts, Lehman
Brothers initiated discussions to further explore the initial expression of
interest received by SpectraSite. During this period, SpectraSite contacted
Lehman Brothers and/or Company management to request due diligence information
which was provided and to discuss potential transaction structures.

On June 20 and 22, 2000, the Board met to review alternative potential
structures for the proposed asset sale and the possible uses of proceeds from
the proposed asset sale. The Board was advised by its legal counsel, Sachnoff &
Weaver, Ltd., of the Delaware General Corporation Law and relevant case law
regarding directors' duties in connection with the sale of a company.

On July 17 and 18, 2000, the Board met to discuss a preliminary
indication of interest received by the Company from SpectraSite and the terms of
such offer. The Board also discussed potential offers from alternative acquirers
as well as an indication of interest from a third party to provide financing for
the Company through the purchase of preferred stock in the private equity
offering outlined above. None of the potential acquirers was prepared to submit
a definitive proposal and the Board instructed Lehman Brothers and the
designated board members to continue their efforts. The Board also discussed the
Company's growing shortage of adequate capital to fund operations and the
possible necessity of seeking interim financing to fund its operations through
the month of August 2000.

On July 24, 2000 the Board met to discuss the status of the
preliminary interest expressed by a third party to provide financing through
the private equity offering. After reviewing the likely extended timetable
the third party was suggesting was required to conclude its investigations as
well as the terms and conditions attached to the possible investment, the
Board elected not to proceed with these discussions and to focus, instead, on
continuing its efforts to obtain financing through a private equity offering.
The Board also reviewed information from Lehman Brothers that none of the
alternative potential acquirers of the Company was likely to submit a
proposal in the near future in part because of the following factors: (i)
concern, in light of market conditions, of acquiring an EBITDA-negative
entity; and (ii) lack of synergy with their respective existing businesses.
The Board elected to instruct Lehman Brothers both to continue its efforts to
obtain financing through a private equity offering and to continue its
efforts to seek alternative potential acquirers to purchase the assets used
in the Company's U.S. business. The Board further discussed the growing
pressures facing the Company because of a lack of adequate capital. After
hearing a report from management that efforts to seek alternative sources for
an interim financing had not met with success, various Board members agreed
to participate in an interim financing to fund Company operations through the
month of October 2000.

6
<PAGE>

On August 1 and August 10, 2000 the Board met to further discuss the
status of the SpectraSite negotiations and to evaluate the offer received from
SpectraSite. The Board also discussed the specific details of the interim
financing to be provided by individual Board members, and agreed to close such
interim financing as quickly as possible. The Company, with the assistance of
Lehman Brothers, continued to seek financing through a private equity offering.
A non-binding letter of intent was executed by the Company and SpectraSite on
August 16, 2000.

On August 26, 2000 the Board met to discuss the status of negotiations
with SpectraSite and proposed revisions to the terms set forth in the
non-binding letter of intent. The Board reviewed the efforts of Lehman Brothers
to seek either potential alternative acquirers or investors in the Company and
concluded that it was highly unlikely, especially in light of the immediate need
for the Company to secure adequate financing to sustain operations and expand
the business, that any alternative purchaser or investor would make a proposal
as attractive or as certain of completion as SpectraSite's proposal.

In September and October the Company, together with its legal counsel,
Sachnoff & Weaver, Ltd., negotiated the final agreement with SpectraSite and its
attorneys. On October 6, 2000 the Board was advised by Valuation Research as to
the fairness of the transaction to the Company's stockholders from a financial
point of view and received input from its other outside advisers including BDO
Seidman, LLP, Sachnoff & Weaver, Ltd., and Lehman Brothers. Following such
presentations and discussion regarding the proposed asset sale, the Board
unanimously approved the proposed asset sale, the Asset Purchase Agreement and
related documents.

APPROVAL BY THE BOARD OF DIRECTORS; REASONS FOR THE PROPOSED SALE

The Board of Directors believes that the proposed asset sale is in our
best interests. Accordingly, the Board of Directors has approved the proposed
asset sale. In reaching its determination, the Board of Directors consulted with
our management, Lehman Brothers, Valuation Research, and its other outside
advisors and considered the following factors:

1. current industry, economic and financial market conditions
relating to our business sector, as well as our financial condition, and the
status of our assets, liabilities, businesses and operations of the Company,
both on a historical and prospective basis;

2. the proposed terms and structure of the proposed asset sale,
including the terms of the Asset Purchase Agreement;

3. the Board's consideration of other alternatives to the proposed
asset sale, including the Board's belief that it was unlikely that any
alternative proposal for a disposition of the Company or its assets would be
on terms more favorable to the Company and its stockholders than the proposed
asset sale;

4. Valuation Research's presentation to the Board of Directors on
October 6, 2000. See "- Opinion of Valuation Research";

5. the Board's belief that the business sector in which the Company
operates is highly competitive and consolidating;

6. the significant capital the Company's management predicted would
be required both to implement its business plan and to sustain corporate
operations, including with respect to the proposed CDS business, as well as
the Company's historical and prospective difficulty in raising sufficient
financing on favorable terms; and

7
<PAGE>

7. the potential alternative uses of the net cash proceeds received
from the proposed asset sale, including repayment of certain
indebtedness/obligations of the Company, and the development and expansion of
our businesses in our existing international markets and expansion into new
international markets. See "Use of Proceeds; Conduct of Business Following
the Proposed Sale."

A material disadvantage of the proposed asset sale is that we will
lose the revenue potential of our U.S. business. However, the Board of
Directors concluded after due consideration of the proposed asset sale and
alternatives to it, that this disadvantage is substantially outweighed by
opportunities that the disposition of assets and the capital received
therefrom will provide. Although revenue was generated by the assets relating
to the U.S. business, continuing losses were substantial due to the capital
intensive nature of the business, and both the Board and management believe
that the proposed asset sale will better serve the Company and its
stockholders both in short and long term prospects.

In view of the wide array of factors considered in connection with
its evaluation of the proposed asset sale, the Board of Directors did not
find it practicable to, and did not, quantify or otherwise attempt to assign
relative weights to the specific factors considered in reaching its
determination.

OPINION OF VALUATION RESEARCH

On September 26, 2000, we retained Valuation Research to render a
fairness opinion in connection with the proposed asset sale. We selected
Valuation Research based upon Valuation Research's qualifications, expertise and
reputation as a valuation advisor. Valuation Research provides business
valuation services to clients throughout the United States as well as
internationally through its affiliation with various valuation companies
across Europe and South America. Valuation Research is regularly engaged in the
valuation of businesses in connection with mergers, acquisitions and
reorganizations and for estate, tax, corporate and other purposes. Valuation
Research delivered its opinion to our Board of Directors to the effect that
based upon the assumptions made, matters considered and limits of the review
undertaken, as set forth in such opinion, the proposed asset sale is fair to our
stockholders from a financial point of view.

The full text of Valuation Research's written opinion dated October 6,
2000, is attached hereto as Annex A to this Information Statement and is
incorporated herein by reference. Stockholders of the Company are urged to, and
should, read the opinion carefully and in its entirety for the assumptions made,
matters considered and limits of the review undertaken by Valuation Research.
Although we believe that the summary below describes the material portions
thereof, such summary of the opinion of Valuation Research set forth herein is
qualified in its entirety by reference to the full text of such opinion.

In arriving at its opinion, Valuation Research reviewed a draft of the
Asset Purchase Agreement and certain publicly available business and financial
information relating to the Company. Valuation Research also reviewed certain
other information furnished to Valuation Research by the Company and discussed
the operations and prospects of the Company with the Company's management. In
addition, Valuation Research also reviewed public information about other
industry participants as well as general background information about the
industry. Valuation Research also conducted such other analyses and examinations
and considered such other financial, economic and market criteria as Valuation
Research deemed necessary in arriving at its opinion.

In rendering its opinion, Valuation Research assumed and relied,
without independent verification, upon the accuracy and completeness of all
financial and other information and data publicly available or furnished to or
otherwise reviewed by or discussed with it. Valuation Research did not make nor
was it provided with an independent evaluation or appraisal of the individual
assets of the Company.

8
<PAGE>

Further, Valuation Research's opinion is based upon the conditions as they
existed and can only be evaluated on the date thereof.

The summary set forth below does not purport to be a complete
description of the analyses performed by Valuation Research in arriving at its
opinion. Arriving at a fairness opinion is a complex process that involves
various determinations as to the most appropriate and relevant methods of
financial analysis and the application of those methods to the particular
circumstances and, therefore, such an opinion is not necessarily susceptible
to partial analysis or summary description.

In performing its analyses, Valuation Research made numerous
assumptions with respect to industry performance, general business, economic,
market and financial conditions and other matters, many of which are beyond the
control of the Company. These assumptions included the accuracy of the
information furnished to by our management and judgments with regard to our
general business activities and strategic plans. Any estimates incorporated in
the analyses performed by Valuation Research are not necessarily indicative of
actual values or future results, which may be significantly more or less
favorable than suggested by such analyses. Accordingly, such analyses and
estimates are inherently subject to substantial uncertainty.

The following is a summary of Valuation Research's opinion. In
connection with preparing its opinion Valuation Research: (i) reviewed a draft
of the Asset Purchase Agreement; (ii) reviewed all reports filed by us with the
Securities and Exchange Commission; (iii) reviewed our audited financial
statements from inception through December 31, 1999; (iv) reviewed and analyzed
certain internal financial and operating information, including financial
forecasts, analysis and projections prepared by our management; (v) conducted
discussions with our management with respect to the operations and prospects of
the Company's U.S. business; and (vi) reviewed public information about other
industry participants as well as general background information about the
industry. In addition, Valuation Research conducted such other analyses and
examinations and considered such other financial, economic and market criteria
as Valuation Research deemed necessary in arriving at its opinion.

Valuation Research performed a discounted cash flow analysis of the
projected cash flow of the Company's U.S. business over a ten-year period, based
in part on internal estimates provided by management. The discounted cash flow
analysis was determined by adding (a) the present value of projected free cash
flows over the ten-year period and (b) the present value of the estimated
terminal value of the business in the tenth year. The estimated terminal value
was calculated based on the application of a market based multiple to earnings
before interest, taxes, depreciation and amortization ("EBITDA") in the tenth
year. The projected free cash flows and the estimated terminal value were
discounted to present value at a discount rate indicative of market rates of
return and capital structures. The discount rate represents an estimate of
weighted average cost of capital ("WACC"). The components of the WACC consist of
a cost of debt capital, a cost of equity capital and an assumed capital
structure. The cost of debt capital approximated 5%, the cost of equity capital
approximated 20% and the assumed capital structure was 30% debt and 70% equity.
The discounted cash flow model was calculated at various discount rates and
various EBITDA multiples in order to derive a matrix of value indications. The
central tendency of the derived matrix was below the purchase price set forth in
the Asset Purchase Agreement.

Pursuant to the terms of Valuation Research's engagement, we agreed to
pay Valuation Research a fee for rendering a fairness opinion in connection with
the proposed asset sale. Valuation Research's aggregate fee for rendering the
fairness opinion in connection with the proposed asset sale will be
approximately $35,000, in addition to reasonable out-of-pocket expenses, which
are estimated to be less than $1,000.

9
<PAGE>

CERTAIN TAX CONSEQUENCES

The proposed asset sale will be a taxable transaction to the Company
for United States Federal income tax purposes. The Company will record at
closing a tax liability of $320,000 in anticipation of the estimated tax
resulting from the proposed asset sale.

USE OF PROCEEDS; CONDUCT OF BUSINESS FOLLOWING THE PROPOSED SALE

A portion of the proceeds from the proposed asset sale will be used
to repay approximately $5,855,000 of indebtedness to Brandywine Operating
Partnership, L.P., Jordan E. Glazov, Perry H. Ruda, Victor Chigas, and Troon
& Co. In addition, a portion of the proceeds will be used for other corporate
purposes including the payment of (i) expenses incurred in connection with
the proposed asset sale, (ii) expenses incurred during the period prior to
the closing of the proposed asset sale in the operation and (iii) termination
of our U.S. business and expenses incurred in the operation of our remaining
business both prior to and after the closing of the proposed asset sale.
Moreover, the Company intends to evaluate a number of alternative uses for
the remaining proceeds, including using all or a portion of such proceeds
both to develop and expand our businesses in our existing international
markets, specifically in Argentina and Brazil through our subsidiaries
located in those countries, as well as to expand into selected new
international markets.

INTEREST OF CERTAIN PERSONS IN THE PROPOSED SALE

Certain of the Directors of the Company have interests in the proposed
asset sale which are different from the Company's other stockholders.

The Company is indebted to certain of our Directors, or their
affiliates, and the Company currently intends to use a portion of the proceeds
from the proposed asset sale to repay this indebtedness. Brandywine Operating
Partnership, L.P., of whose general partner, Brandywine Realty Trust, Gerard H.
Sweeney is President and Chief Executive Officer, holds a $3,000,000 convertible
debenture which is convertible into shares of our common stock. The conversion
price of this debenture is $7.50 per share. This debenture carries interest at
12% and is due at the earlier of July 1, 2001 or the completion of a public
offering of our common stock yielding proceeds to the Company of at least
$10,000,000. The debenture holder also has the option to convert the accrued
interest to shares of the Company's common stock, rather than cash, at $6.50 per
share. The holder of this debenture has exercised its right to accelerate the
debenture upon the consummation of the proposed asset sale. In addition, on
August 10, 2000 we received interim bridge financing commitments from Brandywine
Operating Partnership, L.P. (whose designee, Gerard H. Sweeney, is a board
member), board members Jordan E. Glazov and Perry H. Ruda, Victor Chigas, an
affiliate of Mark Grant who is a director, and Troon & Co., whose affiliate,
Ross J. Mangano, is a director. This commitment consists of an obligation to
fund promissory notes in the principal amount of $1,750,000 evidenced by
promissory notes for which the lenders will receive warrants to purchase 638,462
shares of our common stock at an exercise price of $3.25 per share upon full
funding of the notes. As of the date hereof, $1,355,000 of these commitments has
been funded. The promissory notes bear interest at 12% per annum and are due
December 14, 2000 (subject to acceleration as provided therein). The warrants
are exercisable through August 15, 2005. The Company intends to repay all of the
aforementioned indebtedness with a portion of the proceeds received from the
proposed asset sale.

In addition, certain of our Directors, or their affiliates, have equity
interests in or the right to acquire equity interests in our Brazilian
subsidiary, RealTel do Brasil, S.A. and/or our Argentinean subsidiary, RealTel
de Argentina, S.A. These Directors could benefit from such rights if and to the
extent

10
<PAGE>

we use a portion of the proceeds from the proposed asset sale to develop and
expand the business of RealTel de Argentina, S.A. On September 24, 1999, we
executed a $1,500,000 convertible promissory note with a partnership and certain
trusts of which Ross J. Mangano, one of our directors, is a partner or trustee.
The note bore interest at a rate of 7% annually until September 24, 2000 and
bears interest at a rate of 12% annually thereafter. The principal amount of the
note and accrued interest is due and payable on January 2, 2001 unless the
holder elects to exercise the right to convert the convertible note into our
common stock at $6.50 per share currently or into the number of shares of stock
of our Argentinean subsidiary RealTel de Argentina, S.A., which will result in
the holder owning 9% of the total shares of such subsidiary. The note may not be
prepaid. In addition, Mark Grant, one of our directors, and Access Financial
Group, Inc. each own approximately 10.4% of our Argentinean subsidiary, RealTel
de Argentina, S.A. and have the right to receive a total of 11% of our Brazilian
subsidiary, RealTel do Brasil, S.A.

Certain of our directors or their affiliates may receive promissory
notes and warrants to purchase the common stock of the Company in the event the
proposed asset sale does not consummate for certain reasons as follows:
Concurrently with the execution of the Asset Purchase Agreement, each member of
the Company's Board of Directors or, in some cases, an affiliate of a member of
the Board of Directors (the "Guarantors"), entered into a Repayment Guaranty
with Apex whereby the Guarantors have agreed to repay the additional deposit
(the "initial deposit" is described more fully in "The Asset Purchase Agreement
- Purchase Price"), plus interest, to Apex if the closing of the proposed asset
sale does not occur on the contemplated closing date due to: (i) Apex's
termination of the Asset Purchase Agreement after our material breach of any of
our representations, warranties, covenants or agreements contained in the Asset
Purchase Agreement; (ii) the mutual consent of Apex and us to terminate the
Asset Purchase Agreement; (iii) the termination of the Asset Purchase Agreement
for failure to close the proposed asset sale by February 15, 2001; or (iv) our
failure to satisfy the closing conditions on account of our willful breach of
any of our representations, warranties, covenants or agreements contained in the
Asset Purchase Agreement. Also concurrently with the execution of the Asset
Purchase Agreement, the Guarantors and the Company entered into a Payment and
Contribution Agreement whereby the Guarantors have agreed to reimburse, based on
the participation percentages set forth in the Payment and Contribution
Agreement, any other Guarantor who is required to make a payment to Apex in
connection with the Repayment Guaranty. If and to the extent that any Guarantor
is required to make payment on the "initial deposit" amount, the Company has
agreed to issue to such Guarantor a promissory note to repay such amount
together with warrants to purchase common stock of the Company all on the same
terms and conditions of the notes and warrants issued under the Company's August
2000 interim financing described above.

Our directors and officers also have interest in the proposed asset
sale by virtue of their holdings of our common stock and options and warrants
exercisable for our common stock. See "Security Ownership of Certain
Beneficial Owners and Management."

DISSENTERS' APPRAISAL RIGHTS

Pursuant to the General Corporation Law of Delaware, holders of
shares of common stock will not be entitled to rights of appraisal in
connection with the proposed asset sale.

11
<PAGE>

THE ASSET PURCHASE AGREEMENT

Although we believe that the following summary describes the material
terms and conditions of the Asset Purchase Agreement, the summary is qualified
in its entirety by reference to the full text of the Asset Purchase Agreement, a
copy of which is attached as Annex B to this Information Statement and is
incorporated herein by reference. Terms which are not otherwise defined in this
summary have the meaning set forth in the Asset Purchase Agreement.

ASSETS TO BE SOLD AND LIABILITIES TO BE ASSUMED

We have agreed to sell to Apex substantially all of our assets related
to our U.S. Business. The following assets will be sold or transferred by us to
Apex pursuant to the Asset Purchase Agreement: (i) certain facility site Master
Leases, management agreements, agency agreements, servicing agreements and
similar agreements, including all Facility Site Addenda entered into pursuant
thereto and including any Approved Additional Master Leases; (ii) certain
facility site Master Subleases and similar agreements, including all Facility
Site Addenda entered into pursuant thereto; (iii) certain applications,
databases and similar property used in the operation of our U.S. Business,
including the so-called "USRT Telecom Grid" and the so-called "9-Stage Tracking
System" used in connection therewith (subject to Apex granting to us an
irrevocable, perpetual, non-exclusive license to use such applications); (iv)
all construction, design, engineering and architectural drawings, structural
analyses, as-built drawings, specifications and similar items that relate to the
installation and operation of telecommunications equipment sites subject to the
Master Leases and the Master Subleases and that are in our possession and
control; (v) certain contracts with third parties to which we are a party and
relating to the operation of the U.S. Business, including our office lease; (vi)
certain files, books and records relating to the operation of our U.S. Business
and the operation of the Sites; (vii) certain machinery, fixtures, equipment,
furniture, improvements, vehicles, structures and other tangible property used
in our U.S. Business; (viii) any warranties and guaranties relating to the
property described in (vii) above; and (ix) the security deposit with respect to
the Office Lease.

Subject to certain apportionment provisions, Apex will assume all of
the Seller's obligations arising under the Master Leases, the Master Subleases
and the Other Contracts, to the extent arising from and after the Closing Date,
and the Assumed Consultant Liabilities.

PURCHASE PRICE

The Asset Purchase Agreement provides for consideration, consisting of
the sum of (i) $16,500,000.00 plus (ii) a contingent amount not to exceed
$250,000 for Approved Additional Master Lease Consideration. We will receive
Approved Additional Master Lease Consideration based on certain formulas
contained in the Asset Purchase Agreement, in each case based on the aggregate
rents to be received from, and the square footage of, new properties which are
the subject of new (or amended existing) Master Leases. The purchase price is
payable as follows: A deposit of $1,650,000 was paid to an escrow agent
concurrently with the execution of the Asset Purchase Agreement and an
additional deposit of $1,650,000 was paid to us concurrently with the execution
of the Asset Purchase Agreement. The balance of the Purchase Price is payable to
us at the Closing in cash, by certified or official bank check, or by wire
transfer of immediately available funds. The Purchase Price will be subject to
adjustment for certain prorated items of income and expense. Under certain
circumstances, the deposit and the additional deposit must be returned, with
interest, to Apex if the Asset Purchase Agreement is terminated or the proposed
asset sale does not close by the Closing Date. The directors of the Company,
either individually or through their affiliates, are guarantying such repayment
of the additional deposit and interest thereon through the execution,
concurrently with the Asset Purchase Agreement, of the Repayment Guaranty.
Additionally, under certain circumstances, if the Asset Purchase Agreement is
terminated, we will retain the deposit and the initial deposit as liquidated
damages.

12
<PAGE>

REPRESENTATIONS AND WARRANTIES AND CERTAIN COVENANTS

The Asset Purchase Agreement contains various customary representations
and the warranties of the parties to the agreement. These include
representations and warranties by us as to: (a) our due organization, authority
and qualification; (b) our authority to execute and perform the Asset Purchase
Agreement and related agreements; (c) our organizational documents and corporate
records; (d) our financial results; (e) our SEC Filings; (f) our taxes; (g) our
compliance with laws; (h) our compliance with insurance requirements; (i)
permits; (j) no breach; (k) no claims and proceedings; (l) Master Leases and
Master Subleases; (m) consulting agreements and other contracts; (n) no
condemnation or casualty; (o) our intellectual property; (p) our title to the
purchased assets; (q) our material assets and subsidiaries; (r) employee benefit
plans and contracts; (s) environmental matters; (t) our office lease; (u)
operations in the United States; (v) net sales and total assets relating to
Hart-Scott-Rodino Act compliance; (w) insurance; (x) capital expenditures; (y)
no third party rights; (z) the revenue generated by our United States assets;
and (aa) stockholder approval. Apex's representations and warranties include
those as to: (a) its due organization and authority; (b) its authority to
execute and perform agreements; (c) no breach; and (d) the capitalization of
Apex's parent. Pursuant to the Asset Purchase Agreement, each of the parties has
agreed, among other things to use its best efforts to facilitate the
consummation of the proposed asset sale. We have agreed, among other things, to
use reasonable efforts to obtain all Required Consents and Estoppel
Certificates; to maintain our insurance policies in full force and effect; to
continue to conduct our U.S. Business in the ordinary course of business and
consistent with past practice, subject to certain exceptions, through the
Closing Date; to permit Apex to make corporate examinations and investigations;
to seek Apex's approval with respect to press releases regarding the proposed
asset sale; to indemnify Apex against any claims for broker's commissions or
fees; to apportion any collected rents in the manner provided for in the Asset
Purchase Agreement; to refrain from entertaining any other offers for the
assets; to exercise our right to terminate certain consulting agreements to
which we are a party; to vacate our office space within 5 business days after
the closing of the proposed asset sale; to pay to Apex one half of any Gross
Marketing Fees received pursuant to a third party consulting and marketing
agreement, if the Company's wholly-owned subsidiary, RealTel Consulting, Inc.,
successfully enters into such an agreement; and to cooperate with Apex to effect
an orderly transition of the administration of the assets being sold.

CONDITIONS

The obligation of Apex to enter into and complete the Closing is
subject to the fulfillment on or prior to the Closing Date of the following
conditions, any one or more of which may be waived by Apex:

1. Representations and warranties by us contained in the Asset Purchase
Agreement shall be true in all material respects, with certain exceptions and
limitations, on and as of the Closing Date. We shall have performed and complied
in all material respects with all covenants and agreements required by the Asset
Purchase Agreement to be performed or complied with by us on or prior to the
Closing Date and shall have delivered to Apex a certificate, dated the date of
the Closing and signed by an officer of us, to the foregoing effect.

2. Subject to certain provisos, the Stockholder Approval shall have
become effective in accordance with the provisions of Regulation 14C and we
shall have obtained (or have made reasonable efforts to obtain) all Required
Consents in a form reasonably satisfactory to Apex, and Apex shall have been
furnished with evidence reasonably satisfactory to it that the Stockholder
Approval has become effective and such Required Consents have been obtained and
remain in full force and effect; provided that if certain Required Consents have
not been obtained, the closing will occur but there will be an adjustment in the
Purchase Price.

13
<PAGE>

3. Apex shall have received the opinion of Sachnoff & Weaver, Ltd.,
counsel to us, addressed to Apex.

4. We shall have executed, acknowledged (where appropriate) and
delivered to Apex the following documents, each dated as of the Closing Date:

(a) a bill of sale and assignment;

(b) an assignment and assumption agreement;

(c) the Office Lease Assignment (provided that if the consent
to assignment is not obtained, the closing shall occur without an assignment of
the office lease);

(d) Estoppel Certificates from the lessors under the Master
Leases set forth on Schedule 7.4(e) to the Asset Purchase Agreement;

(e) notices to landlords under each Master Lease advising such
landlords of the Closing, and directing that bills and notices thereafter be
sent to or as directed by Apex;

(f) notices to tenants and subtenants under each Master
Sublease advising such tenants and subtenants of the Closing, and directing that
rents and other charges thereafter be paid to or as directed by Apex;

(g) an assignment of the security deposit accounts held by us
under the Master Subleases; and

(h) such further instruments of sale, transfer, conveyance,
assignment or delivery covering the Assets or any part thereof as Apex may
reasonably require to assure the full and effective sale, transfer, conveyance,
assignment or delivery to it of the Assets.

5. We and the Designated Individuals shall each have executed,
acknowledged (where appropriate) and delivered to Apex the Non-Compete Agreement
and the Non-Solicitation Agreements, dated as of the Closing Date (and we and
the Designated Individuals hereby agree to deliver the same at the Closing
provided that the conditions set forth in Section 8 of the Asset Purchase
Agreement have been satisfied or waived by us).

6. We shall have delivered to Apex the following documents:

(a) the Master Leases;

(b) the Master Subleases;

(d) all files, books and records in our possession or any of
its affiliates or agents relating to the operation of the U.S. Business and the
operation of the Sites.

7. Apex shall have received any and all real property transfer tax
returns and other similar filings required by law in connection with the
transactions contemplated hereby, any part thereof or interest therein, all duly
and properly executed and acknowledged by us (and we agree to execute,
acknowledge and deliver the same at or prior to the Closing), and any taxes due
in connection with the Contemplated Transactions shall be apportioned equally
between Apex and us. We shall also have

14
<PAGE>

executed, acknowledged and delivered such affidavits in connection with such
filings as shall have been required by law or reasonably requested by Apex.

8. Apex shall have received an affidavit of one of our officers sworn
to under penalty of perjury, setting forth our address and Federal tax
identification number and stating that we are not a "foreign person" within the
meaning of Section 1445 of the Code (and we agree to execute, acknowledge and
deliver the same at or prior to the Closing).

9. We shall have delivered to Apex a certificate stating the aggregate
monthly sum payable by us under all Consulting Agreements as of the Closing
Date.

10. We shall have delivered possession of the Office Space to Apex,
subject, however, to the obtaining the lessor's consent and the provisions of
Section 6.17 of the Asset Purchase Agreement.

Our obligations to enter into and complete the Closing is subject to
the fulfillment on or prior to the Closing Date of the following conditions, any
one or more of which may be waived by us:

1. The representations and warranties of Apex contained in this
Agreement shall be true in all material respects on and as of the Closing Date
with the same force and effect as though made on and as of the Closing Date.
Apex shall have performed and complied in all material respects with all
covenants and agreements required by the Asset Purchase Agreement to be
performed or complied with by Apex on or prior to the Closing Date. Apex shall
have delivered to us a certificate, dated the date of the Closing and signed by
an officer of Apex, to the foregoing effect.

2. The Stockholders Approval shall have become effective in accordance
with the provisions of Regulation 14C and the Required Consents shall have been
obtained and be in full force and effect, subject, however, to certain
provisions.

3. We shall have received the opinion of Paul, Weiss, Rifkind, Wharton
& Garrison, counsel to Apex, addressed to us.

4. Apex shall have executed, acknowledged (where appropriate) and
delivered to us the following documents, each dated the Closing Date:

(a) the Bill of Sale;

(b) the Office Lease Assignment (provided that if the consent
to assignment is not obtained, the closing shall occur without an assignment of
the office lease);

(d) a letter directing the Escrow Agent to pay the Initial
Deposit to us.

INDEMNIFICATION

Subject to certain limitations, we agree to indemnify Apex against all
losses in respect of: (a) any breach of any representation, warranty, covenant
or agreement of us contained in the Asset Purchase Agreement or in any of the
Exhibits, Schedules or Closing deliverables delivered by us pursuant thereto;
(b) any Excluded Liability; or (c) any obligation or liability relating to the
U.S. Business or the Assets which is not an Assumed Liability and which arose or
relates to a period prior to the Closing Date.

15
<PAGE>

Apex shall indemnify us against us any losses in respect of: (a) any
breach of any representation, warranty, covenant or agreement of Apex contained
in this Agreement or in any Schedules, Exhibits or Closing deliverables
delivered by Apex pursuant to this Agreement; (b) any Assumed Liability; or (c)
the operation of the U.S. Business after the Closing Date.

Our indemnification of Apex for our breaches of representation and
warranties is limited to 35% of the Purchase Price. Apex cannot make a claim for
indemnification for breaches of representations and warranties until its losses
reach an aggregate amount of $400,000.

CLOSING

The closing of the proposed asset sale will take place on the first
business day following our satisfaction of the provisions of Regulation 14C
of the Securities Exchange Act of 1934, provided, however, that the closing
will be extended as may be required for us to obtain certain consents
required pursuant to the Asset Purchase Agreement, and in all events not
later than February 15, 2001.

TERMINATION

The Asset Purchase Agreement may be terminated prior to the Closing
as follows:

(a) by either Apex or by us, if the Closing Date shall not
have occurred before February 15, 2001;

(b) by mutual written consent of Apex and us; or

(c) by either Apex or by us, if the other party has breached
any material representation, covenant, warranty, covenant or agreement
contained in the Asset Purchase Agreement and such breach would constitute a
failure of a closing condition of the breaching party which cannot be or is not
cured by the Closing Date.

If termination occurs as a result of a default by Apex, our sole remedy
shall be receipt of the Initial Deposit and retention of the Additional Deposit.
If termination occurs as a result of our failure to fulfill certain conditions
to closing or our willful breach or default, Apex shall receive the Initial
Deposit, we shall repay the Additional Deposit and reimburse Apex for
out-of-pocket fees and expenses and Apex will have the right to pursue legal
remedies.

16
<PAGE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the
beneficial ownership of our common stock as of September 30, 2000 by (1) each
person who beneficially owns 5% or more of a class of capital stock, (2) each
of our directors, (3) each of the named executive officers and (4) all of our
directors and executive officers as a group.

Unless otherwise noted the address for each of the persons listed below
is: c/o U.S. RealTel, Inc., 555 West Madison, Atrium Level South, Chicago,
Illinois 60661.

<TABLE>
<CAPTION>
COMMON STOCK BENEFICIALLY OWNED (a)
-----------------------------------
NAME OF BENEFICIAL OWNER NO. OF SHARES % OF CLASS (b)
------------------------ ------------- --------------
<S> <C> <C>
Ross J. Mangano (c)(e) .................................... 1,936,964 26.12
Gerard H. Sweeney (c)(f) .................................. 1,557,692 20.39
Steven N. Siegler ........................................ 1,200,000 18.55
Brandywine Operating Partnership,
L.P.(c).................................................... 1,532,692 20.12
14 Campus Boulevard, Suite 100
Newton Square, PA 19073
Jordan E. Glazov (c)(g) ................................... 725,898 11.10
Jo & Co. (c) .............................................. 775,876 11.55
Perry H. Ruda (c) ......................................... 678,893 10.38
David J. Doerge (c)(h) .................................... 489,125 7.56
30 S. Wacker Drive
Suite 2112
Chicago, IL 60606
Doerge-U.S. RealTel, L.L.C ................................ 464,125 7.18
30 South Wacker Drive, Suite 2112
Chicago, IL 60606
Craig M. Siegler (c)(d) ................................... 564,723 6.24
Mark J. Grant (c)(i) ...................................... 168,651 2.55
Ilene Dobrow Davidson (c) ................................. 46,444 *
Burton Blinick (c) ........................................ 33,333 *
Charles McNamee (c) ....................................... 28,125 *
All executive officers and directors as a group
(12 persons) (c) .......................................... 5,740,723 62.70

</TABLE>

*Represents less than one percent of the total.

(a) Except as otherwise noted, we believe that all persons have full voting and
investment power with respect to the shares indicated. Under the rules of
the Securities and Exchange Commission, a person (or group of persons) is
deemed to be a "beneficial owner" of a security if he or she, directly or
indirectly, has or shares the power to vote or to direct the voting of such
security, or the power to dispose of or to direct the disposition of such
security. Accordingly, more than one person may be deemed to be a
beneficial owner of the same security. A person is also deemed to be a
beneficial owner of any security which that person has the right to acquire
within 60 days, such as options or warrants to purchase our common stock.

(b) The calculations in this table of the percentage of outstanding shares are
based on 6,467,808 shares of our common stock outstanding as of September
30, 2000. Shares of our common stock subject to

17
<PAGE>

options that are presently exercisable within 60 days of September 30,
2000 are deemed to be outstanding and beneficially owned by the person
holding such options for the purpose of computing percentage of
ownership of such person but are not treated as outstanding for the
purpose of computing the percentage of any other person.

(c) Includes unissued shares of our common stock subject to warrants
exercisable within 60 days of September 30, 2000, as follows: Mr. Ruda,
73,938; Mr. Glazov, 73,938; Jo & Co., 250,876; Mr. Craig Siegler, 160,858;
Mr. Grant, 60,002; Mr. Mangano, 60,000; Mr. Sweeney, 25,000; and Brandywine
Operating Partnership, L.P., 748,077 warrants and a convertible debenture
convertible into 400,000 shares of our common stock. Includes unissued
shares of our common stock subject to options exercisable within 60 days of
September 30, as follows: Ms. Davidson, 44,444; Mr. McNamee, 28,125; and
Mr. Blinick, 33,333.

(d) Does not include 9,000 shares held by Mr. Siegler's father, and 1,200,000
shares held by Mr. Siegler's brother. Includes 20,895 shares held by the
Florence Skolnik Siegler Foundation over which shares Mr.
Siegler has voting and dispositive control.

(e) Includes 285,960 shares held by trusts of which Mr. Mangano serves as
trustee: Joseph D. Oliver Trust - GO Cunningham Fund (62,500), Joseph D.
Oliver Trust - Joseph Oliver II Fund (62,500), Joseph D. Oliver Trust -
Joseph D. Oliver, Jr. Fund (62,500), Joseph D. Oliver Trust - Susan C.
Oliver Fund (62,500), C. Frederick Cunningham III Rev. Trust dated 11/25/75
(24,460), J. Oliver Cunningham Jr. Rev. Trust dated 5/24/77 (11,500). Also
includes warrants to purchase 116,667 shares held by such trusts; 525,000
shares and warrants to purchase 250,876 shares held by Jo & Co., a
corporation for which Mr. Mangano serves as President; 65,000 shares held
by John S. Warriner and 37,500 shares and warrants to purchase 17,500
shares held by James Hart over which, respectively, Mr. Mangano has voting
and/or dispositive control. Also includes warrants to purchase 272,692
shares held by Troon & Co. and 230,679 shares issuable upon the conversion
of a convertible debenture held by Troon & Co. and trusts of which Mr.
Mangano serves as trustee.

(f) Includes 384,615 shares held by Brandywine Operating Partnership, L.P. and
748,077 unissued shares subject to warrants exercisable within 60 days of
September 30, 2000 held by Brandywine Operating Partnership, L.P. and
400,000 shares issuable upon the conversion of a convertible debenture held
by Brandywine Operating Partnership, L.P., of which Mr. Sweeney disclaims
any beneficial ownership. Mr. Sweeney is the President and Chief Executive
Officer of Brandywine Realty Trust, the general partner of Brandywine
Operating Partnership, L.P.

(g) Shares are held in joint tenancy with Mr. Glazov's wife. Does not include
3,568 shares held by one of Mr. Glazov's sons, 3,568 shares held by another
of Mr. Glazov's sons and 2,318 shares held by Mr. Glazov's daughter.

(h) Includes 464,125 shares held by Doerge-U.S. RealTel, L.L.C., of which Mr.
Doerge is the manager.

(i) Includes 7,500 shares held by Access Financial Group, Inc. and 91,524
unissued shares subject to warrants exercisable within 60 days of September
30, 2000 held by Access Financial Group, Inc. Mr. Grant serves as the
President-Capital Markets for Access Financial Group, Inc.

18
<PAGE>

ANNEX A

FAIRNESS OPINION OF VALUATION RESEARCH

October 6, 2000

The Board of Directors
U. S. RealTel, Inc.
555 W. Madison Street
Atrium Level South
Chicago, IL 60661

Members of the Board:

You have requested our opinion as to the fairness, from a financial point of
view, to the shareholders of U. S. RealTel, Inc. ("RealTel") of the
consideration to be received by RealTel in a sale of RealTel's North American
assets and operations to a subsidiary of SpectraSite Holdings, Inc.
("SpectraSite"). All capitalized terms used herein that are not defined herein
are used pursuant to definitions set forth in the Asset Purchase Agreement (the
"Agreement") between a SpectraSite Subsidiary and RealTel.

As more fully described in the Agreement, the SpectraSite subsidiary will
acquire the assets, properties and rights used by RealTel in its business of
installing and operating centralized building distribution systems for
wireline and wireless telecommunications systems and providing services to
building occupants in connection therewith, all to the extent in the
continental United States (the "Transaction"). The assets include all Master
Leases, including all Facility Site Addenda; all Master Subleases; all
Permits relating to the U.S. Business; all software, databases and similar
property used in the operation of the U.S. Business, including the USRT
Telecom Grid and the 9-Stage Tracking System; all drawings and specifications
relating to the U.S. Business; all contracts relating to the Business; all
files, books and records relating to the U.S. Business; and all Tangible
Property relating to the U.S. Business. Consideration paid for the assets
will be $16,500,000. Up to an additional $250,000 may be paid based on
additional Master Leases negotiated by RealTel prior to September 30, 2000.

The opinion expressed herein is based on a Fair Value premise. Fair Value is
defined at the amount as which the assets would change hands between a
willing buyer and a willing seller, within a commercially reasonable period
of time, each having reasonable knowledge of the relevant facts, neither
being under compulsion, with equity to both. This definition assumes the
continued use of the assets as part of a going concern.

In connection with rendering our opinion, we have: (i) reviewed a draft of the
Agreement; (ii) reviewed all reports filed by RealTel with the Securities and
Exchange Commission; (iii) reviewed the audited financial statements of RealTel
from inception through December 31, 1999;

<PAGE>

(iv) reviewed and analyzed certain internal financial and operating
information, including financial forecasts, analysis and projections prepared
by management of RealTel; (v) conducted discussions with management of
RealTel with respect to the operations and prospects of the U.S. Business;
and (vi) reviewed public information about other industry participants as
well as general background information about the industry. In addition, we
have conducted such other analyses and examinations and considered such other
financial, economic and market criteria as we have deemed necessary in
arriving at our opinion.

We performed a discounted cash flow analysis of the projected cash flow of
the Business over a ten-year period, based in part on internal estimates
provided by management. The discounted cash flow analysis was determined by
adding (a) the present value of projected free cash flows over the ten-year
period and (b) the present value of the estimated terminal value of the
business in the tenth year. The estimated terminal value was calculated based
on the application of a market based multiple to earnings before interest,
taxes, depreciation and amortization ("EBITDA") in the tenth year.

The projected free cash flows and the estimated terminal value were
discounted to present value at a discount rate indicative of market rates of
return and capital structures. The discount rate represents an estimate of
weighted average cost of capital ("WACC"). The components of the WACC consist
of a cost of debt capital, a cost of equity capital and an assumed capital
structure. The cost of debt capital approximated 5%, the cost of equity
capital approximated 20% and the assumed capital structure was 30% debt and
70% equity.

The discounted cash flow model was calculated at various discount rates and
various EBITDA multiples in order to derive a matrix of value indications.
The central tendency of the derived matrix was below the purchase price set
forth in the Agreement.

In rendering our opinion, we have assumed and relied, without independent
verification, upon the accuracy and completeness of all financial and other
information and data publicly available or furnished to or otherwise reviewed
by or discussed with us. We have not made or been provided with an
independent evaluation or appraisal of the individual assets of the Business.
Further, our opinion is based upon the conditions as they exist and can be
evaluated on the date hereof only.

Valuation has been engaged to render a fairness opinion to the Board of
Directors of RealTel in connection with the Transaction and will receive a
fee for such a service. Our opinion expressed herein is provided for the
information of the Board of Directors of RealTel in its evaluation of the
proposed Transaction and is subject to the General Limiting Conditions and
Assumptions attached hereto.

<PAGE>

Based upon and subject to the foregoing, our work as described above and
other factors we deemed relevant, we are of the opinion that, as of the date
hereof, the consideration to be received by RealTel in the Transaction is
fair, from a financial point of view, to the shareholders of RealTel.

Respectfully submitted,

VALUATION RESEARCH CORPORATION

/s/ Valuation Research Corporation

Engagement Number: 50000175

<PAGE>

GENERAL LIMITING CONDITIONS AND ASSUMPTIONS

1. This opinion and the conclusions arrived at can only be relied upon by the
parties to whom the opinion is addressed for the sole and specific
purposes as noted and as of the date specified. The conclusions reached
represent the considered opinion of Valuation, based upon information
furnished to them by RealTel and other sources.

2. In accordance with recognized professional standards as generally
practiced in the valuation industry, the fee for these services is not
contingent upon the conclusions reached. Valuation has determined to the
best of its knowledge and in good faith that neither it nor any of its
agents or employees has a material financial interest in RealTel.

3. Valuation assumes that all laws, statutes, ordinances, and other
regulations, or regulations of any governmental authority relevant to and
in connection with this engagement are complied with unless express
written noncompliance is brought to the attention of Valuation by those
relied on by Valuation, including RealTel and its management, and stated
and defined in the opinion.

4. Valuation has relied on certain public information and statistical
information furnished by others, including, but not limited to, RealTel,
without verification. Valuation believes such information to be reliable
as to accuracy and completeness but offers no warranty or representation
to that effect; however, nothing has come to our attention in the course
of this engagement that would cause us to believe that any furnished
information is inaccurate in any material respect or that it is
unreasonable to utilize and rely upon such information.

5. Material changes in the industry or in market conditions that might affect
RealTel's business from and after the date hereof, which are not
reasonably foreseeable, are not taken into account.

6. Future services regarding the subject matter of this opinion, including,
but not limited to, testimony or attendance in court, shall not be
required of Valuation, unless previous arrangements have been made in
writing.

7. Neither Valuation, nor its agents or employees assume any responsibility
for matters legal in nature, nor do they render any opinion as to any
title to, or legal status of, property, which may be involved, both real
and personal, tangible and intangible. Title is assumed to be good and
marketable.

8. Our opinion is necessarily based on economic, market, financial and other
conditions as they exist on the date of this opinion. While various
judgments and estimates which we consider reasonable and appropriate under
the circumstances were made by us in the determination of value, no
assurance can be given by us that the sale price which might ultimately be
realized in any actual transaction, if and when effected, will be at the
value presented in our analysis.

<PAGE>

ANNEX B
ASSET PURCHASE AGREEMENT

=============================================================

ASSET PURCHASE AGREEMENT

by and between

APEX SITE MANAGEMENT, INC.

and

U.S. REALTEL, INC.

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

October 18th, 2000

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

=============================================================

<PAGE>

TABLE OF CONTENTS

PAGE
----

1. Transfer of Assets and Liabilities..............................................................1
1.1. Assets to be Sold......................................................................1
1.2. Excluded Assets........................................................................3
1.3. Liabilities to be Assumed..............................................................3
1.4. Liabilities Not Assumed................................................................3

2. Consideration and Payment.......................................................................4
2.1. Consideration..........................................................................4
2.2. Payment of Purchase Price..............................................................4
2.3. The Deposit............................................................................4
2.4. Additional Deposit.....................................................................5
2.5. Additional Master Lease Consideration..................................................5

3. Closing; Closing Date...........................................................................6

4. Representations and Warranties of the Seller....................................................6
4.1. Due Organization, Authority and Qualification..........................................6
4.2. Authority to Execute and Perform Agreements............................................6
4.3. Organizational Documents and Corporate Records.........................................7
4.4. Financial Results......................................................................7
4.5. SEC Filings............................................................................7
4.6. Taxes..................................................................................7
4.7. Compliance with Laws...................................................................7
4.8. Compliance with Insurance Requirements.................................................8
4.9. Permits................................................................................8
4.10. No Breach..............................................................................8
4.11. Claims and Proceedings.................................................................9
4.12. Master Leases and Master Subleases.....................................................9
4.14. Condemnation; Casualty................................................................11
4.15. [Intentionally omitted]...............................................................11
4.16. Intellectual Property.................................................................11
4.17. Title to the Assets...................................................................12
4.18. All Material Assets; Subsidiaries.....................................................12
4.19. Employee Benefit Plans and Contracts..................................................12
4.20. Environmental Matters.................................................................13
4.21. Office Lease..........................................................................13
4.22. Operations in the United States.......................................................13
4.23. Hart-Scott-Rodino.....................................................................13
4.24. Insurance.............................................................................14
4.25. Capital Expenditures..................................................................14
4.26. No Third Party Rights.................................................................14
4.27. Substantially All of Seller's Assets..................................................14
4.28. Stockholder Approval..................................................................14

5. Representations and Warranties of the Buyer and the Parent.....................................14

<PAGE>

PAGE
----

5.1. The Buyer.............................................................................14
5.2. The Parent............................................................................15

6. Covenants and Agreements.......................................................................15
6.1. Conduct of Business...................................................................15
6.2. Corporate Examinations and Investigations.............................................16
6.3. Publicity.............................................................................16
6.4. Indemnification of Brokerage..........................................................17
6.5. Required Consents.....................................................................17
6.6. Arrearages............................................................................17
6.7. Employees and Benefit Plans...........................................................18
6.8. Information Statement.................................................................18
6.9. Estoppel Certificates.................................................................19
6.10. Insurance.............................................................................19
6.11. Schedules.............................................................................19
6.12. Net Worth of Buyer....................................................................19
6.13. No Solicitation.......................................................................19
6.14. Termination of Consulting Agreements..................................................20
6.15. Marketing Agreement...................................................................20
6.16. Contact with Lessors..................................................................21
6.17. Office Space..........................................................................21
6.18. Cooperation...........................................................................21

7. Conditions Precedent to the Obligations of the Buyer...........................................21
7.1. Representations and Covenants.........................................................21
7.2. Consents and Approvals................................................................22
7.3. Opinion of Counsel to the Seller......................................................24
7.4. Additional Closing Documents and Deliveries of the Seller.............................24
7.5. Tax Returns...........................................................................25
7.6. FIRPTA Affidavit......................................................................25
7.7. Consulting Agreements.................................................................25
7.8. Office Space..........................................................................25

8. Conditions Precedent to the Obligation of the Seller...........................................25
8.1. Representations and Covenants.........................................................26
8.2. Consents and Approvals................................................................26
8.3. Opinion of Counsel to Buyer...........................................................26
8.4. Additional Closing Documents of the Buyer.............................................26

9. Certain Other Covenants and Agreements.........................................................26
9.1. Prorations............................................................................26
9.2. Percentage Rents......................................................................27
9.3. Office Lease..........................................................................28
9.4. Further Assurances....................................................................28
9.5. Post-Closing Audits...................................................................28
9.6. License to Use Databases..............................................................28
9.7. Marketing Agreement Proceeds..........................................................29

<PAGE>

PAGE
----

9.8. Consulting Agreements.................................................................29
9.9. Survival..............................................................................29

10. Survival of Representations and Warranties.....................................................29

11. Indemnification................................................................................29
11.1. Obligation of the Seller to Indemnify.................................................29
11.2. Obligation of the Buyer to Indemnify..................................................30
11.3. Notice and Opportunity to Defend......................................................30
11.4. Limitation on Indemnification.........................................................31
11.5. Payment under Indemnification Provisions..............................................31
11.6. Indemnification Sole Remedy...........................................................31

12. Termination of Agreement.......................................................................32
12.1. Termination...........................................................................32
12.2. Survival After Termination............................................................32
12.3. Remedies Upon Default.................................................................32
12.4. Survival..............................................................................33

13. Miscellaneous..................................................................................33
13.1. Certain Definitions...................................................................33
13.2. Notices...............................................................................35
13.3. Entire Agreement......................................................................36
13.4. Waivers and Amendments; Non-Contractual Remedies......................................37
13.5. Governing Law.........................................................................37
13.6. Reporting Person......................................................................37
13.7. WAIVER OF JURY TRIAL..................................................................37
13.8. Confidentiality.......................................................................37
13.9. Binding Effect; Assignment............................................................37
13.10. Counterparts..........................................................................38
13.11. Exhibits and Schedules................................................................38
13.12. Headings..............................................................................38

</TABLE>

iii

<PAGE>

EXHIBITS

<TABLE>

<S> <C>

A-1. Form of Seller Non-Compete Agreement

A-2. Form of Designated Individual Non-Solicitation Agreement (Ruda)
A-3. Form of Designated Individual Non-Solicitation Agreement (Glazov)
B. Form of Assignment and Assumption of Office Lease
C. [Intentionally omitted]
D. Statement of Revenues re Business (August, 2000)
E-1 Form of Opinion of Seller's Counsel
E-2 Form of Opinion of Buyer's Counsel
F. Form of Estoppel Certificate
G. Form of Bill of Sale and Assignment and Assumption
H. Form of Master Lease Assignment and Assumption Agreement
I. [Intentionally omitted]
J. Form of Share Voting Agreement
K-1 Form of Notice to Landlords
K-2 Form of Notice to Tenants and Subtenants
L. Form of Escrow Agreement
M. Form of Guaranty of Additional Deposit
N. Form of Press Release
O. Form of Marketing Agreement

</TABLE>

SCHEDULES

<TABLE>

<S> <C>

1.1(a)(i) Master Leases and Rent Roll
1.1(a)(ii) Master Subleases and Rent Roll
1.1(a)(iii) Applications, Databases and Similar Property
1.1(a)(v) Consulting Agreements
1.1(a)(vi) Other Contracts
1.1(a)(viii) Tangible Property
1.2 Excluded Assets
1.4(e) Certain Excluded Liabilities
4.1 Qualifications of the Seller
4.6 Taxes
4.10 Required Consents
4.11 Claims and Proceedings
4.12(a) Tenant work, free rent and allowances, and security deposits under
Master Subleases
4.13 Consulting Fees Payable
4.19 Employee Benefit Plans
4.21 Office Lease
6.4 Brokers
6.7 Transferred Employees
7.1 Major Master Lessors
7.2 Reduction Amounts
7.4(a)(iv) Required Estoppel Certificates

</TABLE>

<PAGE>

ASSET PURCHASE AGREEMENT
------------------------

AGREEMENT (this "AGREEMENT"), dated October 18, 2000, by and
between APEX SITE MANAGEMENT, INC., a Delaware corporation, (collectively the
"BUYER"), and U.S. REALTEL, INC., a Delaware corporation (the "SELLER").

The Buyer wishes to purchase from the Seller, and the Seller
wishes to sell to the Buyer, all of the assets, properties, and rights of the
Seller related to the U.S. Business (as hereinafter defined), upon the terms and
subject to the conditions of this Agreement (the "CONTEMPLATED TRANSACTIONS").
Such assets, properties and rights are used by the Seller in the operation of
the U.S. Business.

The board of directors of the Seller has determined that the
Contemplated Transactions are in the best interest of the Seller and has
approved this Agreement (as amended from time to time) and the Contemplated
Transactions.

Certain stockholders of the Seller have executed the Share
Voting Agreement attached hereto as Exhibit J, which provides, among other
things, that the stockholders have agreed to vote the shares of capital stock
owned by them to approve this Agreement (as amended from time to time) and the
Contemplated Transactions.

Certain terms used in this Agreement are defined in Section
13.1.

Accordingly, the parties agree as follows:

1. TRANSFER OF ASSETS AND LIABILITIES.

1.1. ASSETS TO BE SOLD.

(a) At the Closing (as hereinafter defined),
the Seller shall sell to the Buyer and the Buyer shall purchase from the Seller
all of the Seller's right, title and interest in, to and under the following
(collectively, the "ASSETS"):

(i) Those certain facility site
master leases, management agreements, agency agreements and servicing agreements
(such management agreements, agency agreements and servicing agreements,
collectively, the "AGENCY AGREEMENTS") and similar agreements listed in Schedule
1.1(a)(i), including all facility site addenda and similar supplements (the
"FACILITY SITE ADDENDA") entered into pursuant thereto listed in Section
1.1(a)(i) and including any facility site master leases or such other agreements
entered into after the date of this Agreement pursuant to Section 6.1
(collectively, the "MASTER LEASES");

(ii) those certain facility site
master sublease agreements and similar agreements listed in Schedule 1.1(a)(ii),
including all Facility Site Addenda entered into pursuant thereto and including
any facility site master subleases

<PAGE>

and similar agreements entered into after the date of this Agreement pursuant to
Section 6.1 (the "MASTER SUBLEASES");

(iii) all of the applications,
databases and similar property used in the operation of the U.S. Business as set
forth on Schedule 1.1(a)(iii), including the so-called "USRT Telecom Grid" and
the so-called "9-Stage Tracking System" used in connection therewith (subject to
the license to the Seller provided for in Section 9.6);

(iv) [Intentionally omitted];

(v) all construction, design,
engineering and architectural drawings, structural analyses, as-built drawings,
specifications and similar items that relate to the installation and operation
of telecommunications equipment at the sites subject to the Master Leases (the
"SITES") that are subject to Facility Site Addenda (the "FSA SITES") and that
are in the possession of the Seller or its agents or affiliates;

(vi) all rights under the contracts
with consultants as set forth on Schedule 1.1(a)(v) (the "CONSULTING
AGREEMENTS"), to the extent the Seller's rights thereunder survive the
termination of such contracts, and the other contracts with third parties
relating to the operation of the U.S. Business as set forth on Schedule
1.1(a)(vi) (the "OTHER CONTRACTS");

(vii) all files, books and records
in the possession of the Seller or any of its affiliates or agents, relating to
the Assets or reasonably required for the post-Closing operation of the U.S.
Business and the Sites (but excluding any records relating exclusively to the
Seller's corporate governance and (except to the extent expressly provided in
Sections 4.4 and 4.6) corporate accounting);

(viii) the machinery, fixtures,
equipment, furniture, improvements, vehicles, structures and other tangible
property, if any (collectively, the "TANGIBLE PROPERTY"), used in the U.S.
Business, as listed on Schedule 1.1(a)(viii);

(ix) the Net Marketing Fees (as
hereinafter defined), as more particularly provided in Section 6.15;

(x) any warranties and guaranties
relating to the Tangible Property; and

(xi) the security deposit held by
the lessor in respect of the Office Lease (as hereinafter defined).

(b) In addition, at the Closing: (i) the
Buyer and the Seller shall enter into a non-compete agreement in the form of
Exhibit A-1 (the "SELLER NON-COMPETE AGREEMENT"), (ii) the Buyer, Perry H. Ruda
("RUDA") and Jordan E. Glazov ("GLAZOV" and, together with Ruda, the "DESIGNATED
INDIVIDUALS") shall enter into non-

<PAGE>

solicitation agreements in the form of Exhibits A-2 and A-3, respectively,
(collectively, the "DESIGNATED INDIVIDUALS NON-SOLICITATION AGREEMENTS" and,
together with the Seller Non-Compete Agreement, the "NON-COMPETE AGREEMENTS");
and (ii) the Buyer and Seller shall enter into an assignment and assumption of
lease (the "OFFICE LEASE ASSIGNMENT") in the form of Exhibit B, pursuant to
which the Seller shall assign to the Buyer all of the Seller's right, title and
interest in and to, and the Buyer will assume all of the Seller's obligations
first arising on or after the Closing Date as tenant under, the Seller's lease
(the "OFFICE LEASE") for office space (the "OFFICE SPACE") located at 555 West
Madison Street, Chicago, Illinois.

1.2. EXCLUDED ASSETS. The Buyer shall not
purchase any of the assets of the Seller other than the Assets (the
non-purchased assets are herein collectively referred to as the "EXCLUDED
ASSETS"). Without limiting the foregoing, the Excluded Assets shall include the
property and assets listed in Schedule 1.2 hereto.

1.3. LIABILITIES TO BE ASSUMED. At the Closing,
and subject to the apportionment provisions of Section 9.1, the Buyer shall
assume all of the Seller's obligations arising under the Master Leases, the
Master Subleases and the Other Contracts, to the extent arising from and after
the Closing Date, and the obligation of the Seller to pay fees under the
Consulting Agreements, to the extent such obligations arise from and after the
Closing Date and to the extent such obligations survive the termination of the
Consulting Agreements (the "ASSUMED CONSULTANT LIABILITIES") (collectively, the
"ASSUMED LIABILITIES").

1.4. LIABILITIES NOT ASSUMED. The Buyer shall
not assume or in any way be liable for the payment, performance and discharge of
any liabilities or obligations of the Seller except as specifically provided in
Section 1.3. Without limiting the foregoing, the Buyer shall not assume and the
Seller shall retain, the following liabilities and obligations of the Seller
(collectively, the "EXCLUDED LIABILITIES"):

(a) all liabilities, obligations and
expenses of any kind or nature relating to Taxes of the Seller and, with respect
to Taxes on the Assets, for any period ending on or before the Closing Date
(including, without limitation, any liabilities, obligations and expenses
pursuant to any tax sharing agreement, tax indemnification or similar
arrangement), and, subject to Section 7.5, any Taxes payable in connection with
the transactions contemplated by this Agreement;

(b) all liabilities, obligations and
expenses of the Seller arising from the Contemplated Transactions, including,
without limitation, all legal fees payable by the Seller in connection with this
Agreement;

(c) all liabilities, obligations and
expenses arising pursuant to Laws (as hereinafter defined) relating to Hazardous
Materials, protection of the environment and public or worker health and safety,
to the extent arising from the operation of the Assets on or before the Closing
Date or from any events, conditions or circumstances existing on or before the
Closing Date;

<PAGE>

(d) all liabilities and obligations owing or
payable to, or in respect of, employees of, or consultants to, the Seller and
its affiliates, including salaries, wages, benefits, and severance or similar
obligations, but excluding (i) the Assumed Consultant Liabilities and (ii) wages
and benefits payable by the Buyer to Transferred Employees for periods after the
Closing Date;

(e) the Marketing Agreement (as hereinafter
defined); and

(f) all the other liabilities, obligations
and expenses set forth on Schedule 1.4(e).

2. CONSIDERATION AND PAYMENT.

2.1. CONSIDERATION. Upon the terms and subject
to the conditions of this Agreement, and in consideration of the sale of the
Assets referred to in Section 1.1, the Buyer will deliver to the Seller the sum
of (x) $16,500,000.00 plus (y) any Additional Master Lease Consideration (as
hereinafter defined) (the "PURCHASE PRICE"), payable as follow: (i)
$1,650,000.00 (the "INITIAL DEPOSIT"), payable in cash, by certified or official
bank check or by wire transfer of immediately available funds to American
National Bank and Trust Company of Chicago, a National banking association, as
escrow agent (the "ESCROW AGENT"); (ii) $1,650,000.00 (the "ADDITIONAL DEPOSIT";
the Initial Deposit and the Additional Deposit are herein sometimes collectively
referred to as the "DEPOSIT"), payable in cash, by certified or official bank
check, or by wire transfer of immediately available funds to the Seller; and
(iii) the balance of the Purchase Price (the "BALANCE") to the Seller at the
Closing. The Purchase Price will be subject to adjustment as provided in Section
9.1.

2.2. PAYMENT OF PURCHASE PRICE. Concurrently
with the execution and delivery of this Agreement, the Buyer shall deliver (i)
the Initial Deposit to the Escrow Agent and (ii) the Additional Deposit to
Seller. At the Closing, the Buyer shall deliver to the Seller in cash, by
certified or official bank check, or by wire transfer of immediately available
funds, an amount equal to the Balance.

2.3. THE DEPOSIT. The Escrow Agent shall hold
the Initial Deposit in escrow in an interest-bearing bank account in an
institution acceptable to the Seller and the Buyer, or in such other type or
types of investments as may be provided in the escrow agreement (the "ESCROW
AGREEMENT") of even date herewith among the Escrow Agent, the Seller and the
Buyer in the form attached as Exhibit L, and shall pay over or apply the Initial
Deposit in accordance with the terms of the Escrow Agreement. All interest or
other income earned on the Initial Deposit (the "INCOME") shall be paid to or
applied for the benefit of the Seller if the Closing occurs or if Seller is
otherwise entitled to the Initial Deposit; in all other events, the Income shall
be paid to or applied for the benefit of the Buyer. The party receiving the
Income or having the same applied for its benefit shall be responsible for
paying any income taxes thereon. The tax identification numbers of the parties
are set forth on the signature page of this Agreement and shall be furnished to
the Escrow Agent upon request.

<PAGE>

2.4. ADDITIONAL DEPOSIT. If the Closing does
not occur on the closing date contemplated under this Agreement for any reason
set forth in Section 12.3(b) or 12.3(c) or if this Agreement is terminated by
either party pursuant to the provisions of Section 12.1(b) or by both parties
pursuant to the provisions of Section 12.1(c) or by the Buyer pursuant to
12.1(a), the Seller shall, within five (5) business days after such closing date
or the date this Agreement is so terminated, repay to the Buyer the Additional
Deposit together with interest thereon at the rate of 15% per annum from the
fifth business day after such closing date through the date such repayment is
made. Brandywine Operating Partnership, L.P., Troon & Co., Mark Grant, Perry H.
Ruda, Craig M. Siegler and Jordan E. Glazov (collectively, the "GUARANTORS")
are, simultaneously with the execution and delivery of this Agreement,
guarantying the repayment of the Additional Deposit and the payment of such
interest to the Buyer pursuant to a Guaranty in the form of Exhibit M.

2.5. ADDITIONAL MASTER LEASE CONSIDERATION.
If any new Master Lease or any modification or amendment to a Master Lease which
adds a property to an existing Master Lease was executed and delivered by the
parties thereto, and became unconditionally effective, between August 16, 2000
and September 30, 2000 and such Master Lease satisfies the requirements of
clauses (i), (ii), (iii) and (iv) of Section 6.1, and the initial term of such
Master Lease is not less than three (3) years (any such new Master Lease, or
modification or amendment, an "ADDITIONAL MASTER LEASE"), the Purchase Price
shall be increased by an amount (the "ADDITIONAL MASTER LEASE CONSIDERATION")
equal to the lesser of (x) $250,000.00 or (y) the sum of the following:

(a) MALL FORMULA. For any Additional Master
Lease formulti-tenanted mall properties, an amount equal to the product of (i)
the number of Qualified Square Feet (as hereinafter defined) subject to such
lease and (ii) $.06 and (iii) the percentage of the aggregate rents to be
received from subtenants which is to be retained by the Seller under such
Additional Master Lease and (iv) 3 years and (v) 0.5. If any Additional Master
Lease does not create an exclusive relationship in favor of the Seller with
respect to so-called "Occupant Services", the aforesaid sum shall be further
multiplied by 0.5.

(b) FLEX-OFFICE FORMULA. For any Additional
Master Lease for multi-tenanted flex-office properties, an amount equal to the
product of (i) the number of Qualified Square Feet subject to such lease and
(ii) $.06 and (iii) the percentage of the aggregate rents to be received from
subtenants which is to be retained by the Seller under such Additional Master
Lease and (iv) 3 years and (v) 0.5. If any Additional Master Lease does not
create an exclusive relationship in favor of the Seller with respect to
so-called "Occupant Services", the aforesaid sum shall be further multiplied by
0.5.

(c) OFFICE FORMULA. For any Additional
Master Lease for multi-tenanted office properties, an amount equal to the
product of (i) the number of Qualified Square Feet subject to such lease and
(ii) $.12 and (iii) the percentage of the aggregate rents to be received from
subtenants which is to be retained by the Seller under such Additional Master
Lease and (iv) 3 years and (v) 0.5. If any Additional Master

<PAGE>

Lease does not create an exclusive relationship in favor of the Seller with
respect to so-called "Occupant Services", the aforesaid sum shall be further
multiplied by 0.5.

Within 30 days after the date of this Agreement, the Seller shall deliver to the
Buyer (A) true, correct and complete copies of all Additional Master Leases and
(B) a schedule setting forth the Seller's calculation of the Additional Master
Lease Consideration. For purposes of this Section 2.5 the term "Qualified Square
Feet" means the gross rentable square footage of a property as determined by the
owner of such property.

3. CLOSING; CLOSING DATE. The closing (the "CLOSING")
of the sale and purchase of the Assets contemplated hereby shall take place
at the offices of Sachnoff & Weaver, Ltd., 30 South Wacker Drive, 29th Floor,
Chicago, Illinois 60606, at 10:00 a.m. Central Standard Time on, or at such
other place or such other time or date as the parties may mutually agree in
writing on the first business day after the Stockholder Approval becomes
effective in accordance with the requirements of Regulation 14C of the
Exchange Act (as hereinafter defined); provided, however, that, subject to
the provisions of Section 7.2, the Closing shall be extended for such period
of time, if any (but in no event beyond February 15, 2001), as may be
required in order for the Seller to obtain the Required Consents (as
hereinafter defined). The Seller shall notify the Buyer immediately (A) when
the Information Statement (as hereinafter defined) is filed with the SEC (as
hereinafter defined), (B) when the Information Statement is delivered to the
shareholders of the Seller, (C) when the Stockholder Approval becomes
effective in accordance with the requirements of Regulation 14C and (D) when
the Required Consents are obtained. The time and date upon which the Closing
occurs is herein called the "CLOSING DATE." As used in this Agreement, the
term "business day" shall mean any day other than a Saturday or Sunday or a
day on which banks in New York City or Chicago are permitted or required to
close.

4. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The
Seller represents and warrants to the Buyer as follows:

4.1. DUE ORGANIZATION, AUTHORITY AND
QUALIFICATION. The Seller is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and has all requisite
power and lawful authority to own, lease and operate its properties and to carry
on its business as now being and heretofore conducted. The Seller is duly
qualified or otherwise authorized as a foreign corporation to transact business
and is in good standing in each jurisdiction set forth on Schedule 4.1, which
are the only jurisdictions in which such qualification or authorization is
required by law and in which the failure to so qualify or be authorized would
reasonably be expected to have a Business Material Adverse Effect.

4.2. AUTHORITY TO EXECUTE AND PERFORM AGREEMENTS.
The Seller has the requisite corporate power and authority to enter into,
execute and deliver this Agreement and each and every agreement and instrument
contemplated hereby to which the Seller is or will be a party, and to perform
fully the Seller's obligations hereunder and thereunder. This Agreement has been
duly executed and delivered by the Seller, and each and every other agreement
and instrument contemplated by this Agreement to which

<PAGE>

the Seller is a party will be duly executed and delivered by the Seller and
(assuming due execution and delivery hereof and thereof by the other parties
hereto and thereto) this Agreement and each such other agreement and instrument
will be valid and binding obligations of the Seller enforceable against the
Seller in accordance with their respective terms, except as such enforceability
may be subject to (i) any bankruptcy, insolvency, reorganization, fraudulent
conveyance or transfer, moratorium or similar laws affecting creditors' rights
generally and (ii) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity).

4.3. ORGANIZATIONAL DOCUMENTS AND CORPORATE
RECORDS. The Seller has heretofore delivered to the Buyer true and complete
copies of its certificate of incorporation (certified by the Secretary of State
of Delaware) and its by-laws (or comparable instruments) as in effect on the
date hereof.

4.4. FINANCIAL RESULTS. The statement of
revenues annexed hereto as Exhibit D, which statement of revenues shows the
revenues of the operation of the U.S. Business for August, 2000, fairly and
accurately presents such revenues.

4.5. SEC FILINGS. The forms, documents and
reports filed by the Seller with the Securities and Exchange Commission since
April 19, 2000, to the extent they relate to the Assets and the U.S. Business,
did not at the time they were filed contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements made therein, in light of the circumstances
under which they were made, not misleading.

4.6. TAXES. Except as set forth on Schedule 4.6:
(a) the Seller has timely filed or had filed on its behalf, after giving effect
to any applicable extensions, all material Tax Returns required to be filed by
applicable law in respect of the U.S. Business and all such Tax Returns are
true, correct and complete in all material respects. The Seller has timely paid
or had paid on its behalf, or will timely pay or have paid on its behalf, after
giving effect to any applicable extensions, all income Taxes due on or before
the Closing Date, whether or not shown to be due on the Tax Returns referred to
in the preceding sentence; (b) there is no dispute or claim concerning any Tax
liability of the Seller either (i) claimed or raised by any authority in writing
or (ii) as to which the Seller and the directors and officers (and employees
responsible for Tax matters) of the Seller have actual knowledge after
reasonable investigation; (c) the Seller has not granted any requests,
agreements, consents, or waivers to amend the statutory period of limitations
applicable to the assessment of any Taxes with respect to any Tax Returns of the
Seller; and (d) to the Seller's knowledge, no claim against the Seller has ever
been made by an authority in a jurisdiction where the Seller does not file Tax
Returns that it is or may be subject to taxation by that jurisdiction.

4.7. COMPLIANCE WITH LAWS. To the Seller's
knowledge, neither the Seller, in connection with the operation of the U.S.
Business, nor any of the Assets or the FSA Sites are in material violation of
any applicable order, judgment, injunction, award, decree or writ (collectively,
"ORDERS"), or any applicable law, statute, code, ordinance, regulation or other
requirement (collectively, "LAWS"), of any government or

<PAGE>

political subdivision thereof, or any agency or instrumentality of any such
government or political subdivision, or any insurance company or fire rating and
any other similar board or organization or other non-governmental regulating
body (to the extent that the rules, regulations or orders of such body have the
force of law), or any court or arbitrator (collectively, "GOVERNMENTAL BODIES"),
and the Seller has not received written notice that any such violation is being
or may be alleged.

4.8. COMPLIANCE WITH INSURANCE REQUIREMENTS.
The Seller has not received any written notice from any insurer of any of the
FSA Sites or any property on which an FSA Site is located (x) stating that any
requirement of any policy of insurance affecting such FSA Site or property has
been violated which violation has not been cured or (y) requiring any work to be
performed as a condition to the renewal of any insurance policy which has not
heretofore been complied with, nor does the Seller have any knowledge of (A) the
existence of any such violation which has not been cured or (B) any such request
being made by any such insurer which has not heretofore been complied with.

4.9. PERMITS. Each Master Sublease provides that
the subtenant thereunder shall obtain all licenses, permits, variances,
exemptions, consents, waivers, authorizations, rights, certificates of
occupancy, franchises, orders or approvals of any Governmental Body that are
material to the installation and operation of telecommunication equipment, and
such subtenant's other permitted activities, at the Sites (or portions thereof)
subject to such Master Subleases (collectively, "PERMITS"). No Permits that are
material to the conduct of the U.S. Business have been or are required to be
obtained or maintained by the Seller. To the Seller's knowledge, all Permits
required to be obtained and maintained by subtenants under Master Subleases have
been obtained, are in full force and effect; no material violations are or have
been recorded in respect of any such Permit; and no proceeding is pending or
threatened to revoke or limit any such Permit.

4.10. NO BREACH. None of the execution and
delivery by the Seller of this Agreement or any other agreement or instrument
contemplated hereby, the consummation of the transactions contemplated hereby or
thereby or the performance by the Seller of this Agreement or any other
agreement or instrument contemplated hereby in accordance with their respective
terms and conditions: (a) violates any provision of the certificate of
incorporation or by-laws (or comparable instruments) of the Seller; (b) requires
the Seller to obtain any consent, approval or action of, or make any filing with
or give any notice to, any Governmental Body or any other person, except as set
forth on Schedule 4.10 (the "REQUIRED CONSENTS"); (c) if the Required Consents
are obtained, violates, conflicts with or results in the breach of any of the
terms of, results in a material modification of the effect of, otherwise causes
the termination of or gives any other contracting party the right to terminate,
or constitutes (or with notice or lapse of time or both constitutes) a default
(by way of substitution, novation or otherwise) under, any contract, agreement,
indenture, note, bond, loan, instrument, lease, conditional sale contract,
mortgage, license, franchise, commitment or other binding arrangement to which
the Seller is a party or by or to which the Seller or any of its properties may
be bound or subject, or results in the creation of any Lien upon any of Assets;
(d) violates

<PAGE>

any Order of any Governmental Body against, or binding upon, the Seller or its
assets, properties or business (including the Assets and the U.S. Business); or
(e) violates any Law of any Governmental Body to which the Seller is subject.
If, between the date of this Agreement and the Closing Date, the Seller becomes
aware that an additional consent, approval or other action referred to in clause
(b) is required with respect to the Contemplated Transactions, Schedule 4.10
shall be revised by the Seller to incorporate such consent or other action
(which shall thereupon be deemed a Required Consent).

4.11. CLAIMS AND PROCEEDINGS. There are no
outstanding Orders of any Governmental Body against or involving (i) the Seller
and relating to the U.S. Business or (ii) any of the Assets. Except as set forth
on Schedule 4.11, there are no actions, suits, claims or legal, administrative
or arbitral proceedings or investigations (collectively, "CLAIMS") (whether or
not the defense thereof or liabilities in respect thereof are covered by
insurance) pending or, to the knowledge of the Seller, threatened, against or
involving (i) the Seller and relating to the U.S. Business or (ii) any of the
Assets. All notices required to have been given to any insurance company listed
as insuring against any Claim set forth on Schedule 4.11 have been timely and
duly given and, except as set forth on Schedule 4.11, no insurance company has
asserted in writing or, to the Seller's knowledge, orally, that such Claim is
not covered by the applicable policy relating to such Claim.

4.12. MASTER LEASES AND MASTER SUBLEASES.
Schedules 1.1(a)(i) and 1.1(a)(ii) are true, correct and complete lists of (i)
all Master Leases and Master Subleases (including, in each case all amendments
thereto and modifications thereof, and with Agency Agreements separately
designated), and (ii) all Sites, showing the following information: (A) with
respect to each Master Lease, (1) for Master Leases other than Agency
Agreements, the lessor thereunder and, for Agency Agreements, the name of the
other party thereto, (2) the commencement date thereof, (3) the term thereof
(including renewal terms), (4) the properties covered thereby, the type of each
such property and (to the best of the Seller's knowledge, and except in the case
of properties on which no building is erected) the square footage of such
property (the Buyer hereby acknowledging, and the Seller hereby representing,
that the square footages set forth in said Schedule are based on information
provided by the lessors under the Master Leases other than Agency Agreements and
by the other party thereto for Agency Agreements and that the Seller has made no
independent investigation of the same), (5) for Master Leases other than Agency
Agreements, the rent payable thereunder or the formula for the payment of rent
thereunder and, for Agency Agreements, the formula for the payment of management
fees, agency fees, servicing fees or other charges and sums to the Seller, (6)
whether such Master Lease constitutes an exclusive arrangement, together with
any performance criteria which may cause any such exclusive arrangement to be
terminated or suspended, and (7) whether the Seller is given the right
thereunder to perform occupant services and whether such right is exclusive; and
(B) with respect to each Master Sublease, (1) the lessee thereunder, (2) the
term thereof (including renewal terms), (3) the Sites covered thereby (4) the
type of such Master Sublease (i.e., occupant services for all types of
in-building installments VERSUS antenna-only), (5) the rent and fees payable
thereunder or the formula for the payment of rent thereunder, and (6) the status
of each Facility Site Request thereunder. The information set forth in such

<PAGE>

Schedules with respect to each Master Lease and Master Sublease is true, correct
and complete (subject to any qualification in the preceding sentence as to
matters within the Seller's knowledge); provided, however, that, except with
respect to the items described in clauses (A)(1) and (A)(4) of this Section (but
only as to the identity of the properties referred to therein) and except for
the representation that Schedules 1.1(a)(i) lists all of the Agency Agreements
and all amendments thereto and modifications thereof, the Seller makes no
representations as to the accuracy of the information set forth in said Schedule
as it relates to the Agency Agreements. The Seller has made available to the
Buyer true, correct and complete copies of all Master Leases and Master
Subleases (including all Facility Site Addenda and all other amendments,
modifications and supplements) and all outstanding Facility Site Requests. All
of the Master Leases and Master Subleases are in full force and effect. None of
the Master Leases or Master Subleases have been amended or modified except as
disclosed in Schedules 1.1(a)(i) and 1.1(a)(ii). Except as disclosed in Schedule
4.12(a), (x) the Seller is not obligated to perform any work for the lessee
under any Master Sublease in order to prepare its space for use or occupancy or
otherwise, (y) no such lessee is entitled to any "free rent" or any allowances
for the installation or construction of fixtures or equipment and (z) there are
no brokerage or leasing commissions, finder's fees or similar amounts owing, or
which may be owed in the future, by the Seller in connection with any Master
Lease or Master Sublease or any renewal thereof. The Buyer acknowledges that (I)
certain lessors may have the right pursuant to their Master Leases to remove
particular Sites therefrom in connection with a sale of the related properties,
and agrees that the exercise after the date of this Agreement of any such right
by a lessor shall not be deemed to be a breach by the Seller of its
representation contained in this Section 4.12 and (II) certain lessors may have
the right pursuant to their Master Leases to terminate the exclusivity
provisions of such Master Leases in the event the Seller, as tenant thereunder,
fails to satisfy certain performance criteria, all as more particularly
described on Schedule 1.1(a)(i), and agrees that the exercise after the date of
this Agreement of any such right by a lessor shall not be deemed to be a breach
by the Seller of its representation contained in this Section 4.12. Except as
disclosed in Schedules 1.1(a)(i) and 4.12(a), (1) all rents and other sums and
charges payable by the Seller as lessee, manager or otherwise under the Master
Leases other than Agency Agreements, to the Seller under the Agency Agreements,
and by the lessees under the Master Subleases, are current, and (2) the Seller,
as lessee under each Master Lease and lessor under each Master Sublease, is not
in default in any material respect thereunder, and, to the best of the Seller's
knowledge, no other party thereto is in default thereunder in any material
respect. Since the date of this Agreement, the Seller has received no notice
from the lessor, owner or similar party under any Master Lease that such lessor
or other party has exercised or intends to exercise any right under such Master
Lease to terminate such Master Lease or to remove any Sites therefrom. The
Seller has not deposited any security under any Master Lease and (except as set
forth on Schedule 4.12(a)) no security, advance rental payments or letters of
credit have been deposited with the Seller by any lessees under Master
Subleases. No memoranda of the Master Leases have been recorded by the Seller in
any public records. No leases, subleases, license agreements or similar
agreements have been entered into under or pursuant to any Agency Agreement.

<PAGE>

4.13. CONSULTING AGREEMENTS; OTHER CONTRACTS.

(a) All of the information set forth in
Schedule 1.1(a)(v) is true and correct in all material respects. True, correct
and complete copies of all Consulting Agreements have been made available to the
Buyer. Neither the Seller nor, to the best of the Seller's knowledge, any other
party to any Consulting Agreement is in default thereunder in any material
respect. The Consulting Agreements constitute all consulting, brokerage or
similar agreements relating to the U.S. Business (other than the Other
Contracts, the Master Leases and the Master Subleases) to which the Seller is a
party. Schedule 1.1(a)(v) sets forth (i) the names of all property owners with
respect to which the Seller is obligated to compensate the consultant under each
Consulting Agreement and (ii) the percentage used to calculate the fees to which
the consultant is entitled under each Consulting Agreement. The Seller has the
right to terminate each Consulting Agreement with respect to liabilities under
facility site master leases entered into after the effective date of such
termination upon five (5) days' notice to the other party thereto. The aggregate
monthly sums payable by the Seller under all Consulting Agreements for the
months of January through September, 2000 are set forth on Schedule 4.13.

(b) All of the information set forth in
Schedule 1.1(a)(vi) is true and correct in all material respects. True, correct
and complete copies of all Other Contracts have been made available to the
Buyer. Neither the Seller nor, to the best of the Seller's knowledge, any other
party to any Other Contract is in default thereunder in any material respect.
The Other Contracts constitute all material contracts relating to the U.S.
Business (other than the Consulting Agreements, the Marketing Agreement, the
Master Leases and the Master Subleases) to which the Seller is a party.

4.14. CONDEMNATION; CASUALTY. The Seller has not
received notice, and the Seller has no knowledge of, any pending, threatened or
contemplated condemnation proceeding affecting the properties at which the FSA
Sites are located or of any sale or other disposition of any such property or
any part thereof in lieu of condemnation. To the Seller's knowledge, no portion
of any FSA Site has suffered any material damage by fire or other casualty which
has not heretofore been fully repaired and restored, and no property at which
any FSA Site is located has suffered any material damage by fire or other
casualty which has resulted in any suspension of operations at any FSA Site
which remains outstanding.

4.15. [Intentionally omitted]

4.16. INTELLECTUAL PROPERTY. The Seller is not
infringing any intellectual property rights of others in the operation of the
U.S. Business, as currently conducted, nor to the Seller's knowledge is any
other person infringing the intellectual property rights of the Seller in
connection with the U.S. Business. The Seller has not received any claim or
notice alleging any such infringement during the past 12 months (including any
claim that the Seller must license or refrain from using any intellectual
property rights of any third party). The Seller makes no representations or
warranties

<PAGE>

with respect to either (i) the condition of any software, data, databases and
similar intellectual property purchased by the Buyer hereunder, or (ii) the
accuracy of the data contained therein (provided that nothing herein shall
derogate from the warranties and representations set forth in this Agreement,
including those set forth in Section 4.12).

4.17. TITLE TO THE ASSETS. The Seller has good
title to, or a valid leasehold interest in, all of the Assets, free and clear of
any Liens. Upon completion of the Contemplated Transactions, the Buyer will
acquire good title to all of the Assets, free and clear of any Liens except for
Liens, if any, imposed by the Buyer. Seller makes no representation with respect
to the title of the lessors under the Master Leases to the properties at which
the Sites are located, except that, to the Seller's knowledge, there are no
Liens affecting such properties which would materially impair the usefulness
thereof as locations for the conduct of the U.S. Business. The Buyer
acknowledges that the Master Leases generally provide that the Seller's interest
in the Sites is subordinate to any mortgages, deeds of trust, deeds to secure
debt or other Liens on the properties at which the Sites are located.
Notwithstanding anything to the contrary contained herein, the representations
and warranties hereinabove set forth in this Section 4.17 shall not apply
with respect to the Agency Agreements.

4.18. ALL MATERIAL ASSETS; SUBSIDIARIES. The
Master Leases and the Master Subleases are the only leases, subleases,
management agreements, agency agreements or similar agreements to which the
Seller is a party in connection with the operation of the U.S. Business. The
U.S. Business (other than activities relating to the Marketing Agreement) is
conducted by the Seller directly, and not through any subsidiaries or
affiliates.

4.19. EMPLOYEE BENEFIT PLANS AND CONTRACTS.

(i) Except as set forth on Schedule 4.19,
neither the Seller nor any affiliate of the Seller maintains, contributes, or
is a party to, any "employee benefit plan," as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any
other written, unwritten, formal or informal plan, policy, program or
agreement involving direct or indirect compensation or benefits other than
workers' compensation, unemployment compensation and other government
programs, under which the Seller or any affiliate of the Seller has any
present or future obligation or liability with respect to or on behalf of any
Transferred Employee (as hereinafter defined).

(ii) Each employee benefit plan and
contract, arrangement or policy set forth on Schedule 4.19 has been
maintained in substantial compliance with its terms and the requirements
prescribed by any and all statutes, orders, rules and regulations which are
applicable to them. True, correct and complete copies of the following
documents, with respect to each of the employee benefit plans listed on
Schedule 4.19, have been delivered or made available to the Buyer by the
Seller: (a) all agreements, plans and related trust documents, and amendments
thereto and (b) summary plan descriptions.

<PAGE>

(iii) The Seller has or has caused to be
provided, or will have caused to be provided, to employees of the Seller
entitled thereto all required notices within the applicable time period
pursuant to Section 4980B of the Code with respect to any "qualifying event"
(as defined in Section 4980B(f)(3) of the Code) occurring prior to and
including the Closing Date.

4.20. ENVIRONMENTAL MATTERS. To the Seller's
knowledge, there are no environmental or similar reports in the possession of
the Seller or any of its agents or affiliates relating to Hazardous Materials at
the Sites or the properties at which the Sites are located. As used herein, the
term "HAZARDOUS MATERIALS" means (i) toxic wastes, hazardous materials,
hazardous substances or other substances which are prohibited or regulated by
any federal, state or local law or regulation addressing environmental
protection or pollution control matters, (ii) hazardous levels of asbestos,
(iii) poly-chlorinated biphenyls (PCBs) and (iv) oil, petroleum and their
by-products. Except with respect to chemical substances which may be used in the
normal course of the Seller's operations, and in material compliance with
applicable Laws, (A) neither the Seller nor, to the Seller's knowledge, any
other person has caused any Hazardous Materials to be utilized or stored in or
on the FSA Sites, or to be disposed of therefrom, except in accordance with the
provisions of applicable Laws and (B) to the Seller's knowledge, no Hazardous
Materials are present at the FSA Sites in quantities or amounts which would be
in violation of applicable Laws.

4.21. OFFICE LEASE. The Seller has made available
to the Buyer a true, correct and complete copy of the Office Lease (including
all amendments, modifications and supplements thereto). The Office Lease has not
been assigned, and neither the Office Space nor any portion thereof has been
sublet. The Office Lease is in full force and effect, and has not been amended
or modified except as disclosed in Schedule 4.21. All rents and other sums and
charges payable by the Seller as lessee under the Office Lease are current, and
neither the Seller, as lessee under the Office Lease, nor the lessor thereunder
is in default in any material respect thereunder. The landlord under the Office
Lease presently holds the sum of $13,997.00 as security for the performance of
the Seller's obligations as tenant thereunder, which sum has not heretofore been
applied or reduced.

4.22. OPERATIONS IN THE UNITED STATES. The Seller
represents that neither the Seller, either of the Designated Individuals, nor
any affiliate of the Seller or either Designated Individual (i) presently
conducts the U.S. Business in any location (other than the United States of
America) within the Restricted Zone (as defined in the Non-Compete Agreements)
or (ii) presently conducts the CDS Business.

4.23. HART-SCOTT-RODINO. The person, as such term
is defined in Section 801.1(a)(1) of the Rules (the "RULES") promulgated under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
"HART-SCOTT-RODINO ACT"), within which the Seller is included does not have
annual net sales or total assets of $10 million or more, as determined in
accordance with the Hart-Scott-Rodino Act and the Rules.

<PAGE>

4.24. INSURANCE. The Seller does not maintain
any policies or binders of fire, property damage or similar insurance with
respect to the Sites.

4.25. CAPITAL EXPENDITURES. The Seller has not
commenced any capital expenditures relating to the Sites.

4.26. NO THIRD PARTY RIGHTS. No party has a right
of first refusal, right of first offer, option to purchase or lease, or similar
right or option with respect to any Asset.

4.27. SUBSTANTIALLY ALL OF SELLER'S ASSETS. Based
upon the Seller's unaudited consolidated financial statements for the first six
months of the fiscal year ending December 31, 2000, as set forth in the Seller's
Form 10Q- SB as filed with the SEC on August 14, 2000, the revenue generated
under assets in the U.S. Business was approximately $499,731. The Seller's
aggregate revenues generated by all assets during this same period was
approximately $509,431.

4.28. STOCKHOLDER APPROVAL. As of the date of
this Agreement, the Contemplated Transactions have been approved, which approval
shall be effective upon the satisfaction by the Seller of the provisions of
Regulation 14C of the Securities Exchange Act of 1934 (the "EXCHANGE ACT"), by
the written consent of the requisite number of stockholders as required under
the Delaware General Corporation Law and the Certificate of Incorporation and
By-laws of the Company (the "STOCKHOLDER APPROVAL"). As of the record date of
the Stockholder Approval, there are 6,467,808 shares of the Seller's voting
stock outstanding.

5. REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE
PARENT.

5.1. THE BUYER. The Buyer represents and
warrants to the Seller as follows:

(a) DUE ORGANIZATION AND AUTHORITY. The
Buyer is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and has the corporate power and lawful
authority to enter into this Agreement and consummate the Contemplated
Transactions. The Buyer is a wholly-owned indirect subsidiary of SpectraSite
Holdings, Inc., a Delaware corporation (the "PARENT").

(b) AUTHORITY TO EXECUTE AND PERFORM
AGREEMENTS. The Buyer has the requisite corporate power and authority to enter
into, execute and deliver this Agreement and each and every other agreement and
instrument contemplated hereby to which the Buyer is or will be a party, and to
perform fully the Buyer's obligations hereunder and thereunder. This Agreement
has been duly executed and delivered by the Buyer, and each and every other
agreement and instrument contemplated by this Agreement to which the Buyer is a
party will be duly executed and delivered by the Buyer and (assuming due
execution and delivery hereof and thereof by the other parties hereto and
thereto) this Agreement and each such other agreement and instrument will be

<PAGE>

valid and binding obligations of the Buyer enforceable against the Buyer in
accordance with their respective terms, except as such enforceability may be
subject to (i) any bankruptcy, insolvency, reorganization, fraudulent conveyance
or transfer, moratorium or similar laws affecting creditors' rights generally
and (ii) general principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in equity).

(c) NO BREACH. None of the execution and
delivery by the Buyer of this Agreement or any other agreement or instrument
contemplated hereby, the consummation of the transactions contemplated hereby or
thereby or the performance by the Buyer of this Agreement or any other agreement
or instrument contemplated hereby in accordance with their respective terms and
conditions: (a) violates any provision of the Certificate of Incorporation or
By-laws (or comparable instruments) of the Buyer; (b) requires the Buyer to
obtain any consent, approval or action of, or make any filing with or give any
notice to, any Governmental Body or any other person; (c) violates, conflicts
with or results in the breach of any of the terms of, results in a material
modification of the effect of, otherwise causes the termination of or gives any
other contracting party the right to terminate, or constitutes (or with notice
or lapse of time or both constitutes) a default (by way of substitution,
novation or otherwise) under, any contracts to which the Buyer is a party or by
or to which the Buyer or any of its properties may be bound or subject; (d)
violations any Order of any Governmental Body against, or binding upon, the
Buyer; or (e) violates any Law of any Governmental Body to which the Buyer is
subject.

5.2. THE PARENT. The Parent represents and
warrants to the Seller that the Parent has capitalized or will sufficiently
capitalize the Buyer such that the Buyer shall have the cash resources to fund
the payment of the Purchase Price.

6. COVENANTS AND AGREEMENTS. Each party shall use its
best efforts to fulfill or obtain the fulfillment of the conditions to the
Closing set forth in Section 7 (in the case of the Seller) and Section 8 (in
the case of the Buyer), and, in addition, the parties covenant and agree as
follows:

6.1. CONDUCT OF BUSINESS. From the date hereof
through the Closing Date, but subject to the further provisions of this Section
6, the Seller agrees that it shall maintain adequate resources and personnel,
and generally conduct the U.S. Business, in such a manner that it will be able
to perform its obligations under the Master Leases and the Master Subleases in
accordance with past practices. In no event shall the Seller modify, amend or
terminate any Master Lease or Master Sublease (including for the purpose of
entering into a new Facility Site Addendum, other than pursuant to Facility Site
Requests currently in progress and other than Facility Site Addenda under Master
Subleases in effect as of the date of this Agreement or approved by the Buyer as
provided herein) without the prior written consent of the Buyer, which consent
shall, in the case of amendments and modifications, not be unreasonably withheld
or delayed (and which consent, in the case of a new Facility Site Addendum,
shall be deemed given if not withheld within five (5) business days after
receipt by the Buyer of a copy of the same and any additional information
reasonably necessary to evaluate the same). In no event shall the Seller enter
into any new Master Lease or Master Sublease without the prior

<PAGE>

written consent of the Buyer, which consent shall not be unreasonably withheld
or delayed (and, in the case of any such Master Sublease, shall be deemed given
if not withheld within five (5) business days after receipt of a copy of the
same and any additional information reasonably necessary to evaluate the same)
provided that, in the case of any Master Lease, such Master Lease satisfies the
following requirements: (i) the properties which are the subject of such Master
Lease are all either regional multi-tenanted enclosed malls, regional
multi-tenanted flex-office properties, or regional multi-tenanted office
properties; (ii) each such property has not less than six (6) tenants each of
which is in possession of its space under a lease which is unconditionally
effective; (iii) the Master Lease is in form substantially similar to the
Seller's standard form of Master Lease heretofore delivered to the Buyer, (iv)
the Master Lease creates an exclusive relationship with the landlord of the
properties subject thereto for the master leasing of such landlord's properties;
(v) the initial term of the Master Lease is not less than five (5) years; and
(vi) the rent retained by the tenant under such Master Lease is not less than
25% of the aggregate rents received from subtenants of the properties subject
thereto. Any request for consent made by the Seller pursuant to this Section 6.1
shall be delivered in the manner provided in Section 13.2 addressed to Apex Site
Management, Inc., 555 North Lane, Suite 6138, Conshohocken, Pennsylvania 19428,
Attention: Mr. Marc C. Ganzi, President, Telephone: (610) 260-3106, Facsimile:
(610) 260-3132, with a copy to Paul, Weiss, Rifkind, Wharton & Garrison, 1285
Avenue of the Americas, New York, New York 10019-6064, Attention: Mitchell L.
Berg, Esq. and Bruce A. Gutenplan, Esq., Telephone: (212) 373-3000, Facsimile:
(212) 757-3990. The Seller shall give the Buyer prompt notice of any event,
condition or circumstance occurring from the date hereof through the Closing
Date that would constitute a violation or breach of any representation or
warranty, whether made as of the date hereof or as of the Closing Date, or that
would constitute a violation or breach of any covenant of the Seller contained
in this Agreement. From the date of this Agreement through and including the
Closing Date, the Seller shall cooperate with the Buyer in order to insure the
uninterrupted operation of the U.S. Business during the transfer of the U.S.
Business and the Assets by the Seller to the Buyer. The Seller shall make
appropriate employees reasonably available to the Buyer for purposes of
implementing and carrying out the provisions of this Agreement on the Seller's
behalf.

6.2. CORPORATE EXAMINATIONS AND INVESTIGATIONS.
Prior to the Closing Date, the Seller agrees that the Buyer shall be entitled,
through its employees and representatives, to make such investigation of the
properties, businesses and operations of the Seller, and such examination of the
books, records and financial condition of the Seller (including, without
limitation, the Master Leases and the Master Subleases), to the extent relating
to the Assets, as it wishes. Any such investigation and examination shall be
conducted at reasonable times and under reasonable circumstances, and the Seller
shall cooperate fully therein. No investigation by the Buyer shall diminish or
obviate any of the representations, warranties, covenants or agreements of the
Seller contained in this Agreement.

6.3. PUBLICITY. The parties agree that, except
to the extent required by Law or the rules or regulations of any applicable
stock exchange or securities market, no publicity release or announcement
concerning this Agreement or the

<PAGE>

Contemplated Transactions shall be made without prior written approval thereof
by the Seller and the Buyer, which approval shall not be unreasonably withheld
or delayed. If a party is required by Law or the rules or regulations of any
applicable stock exchange or securities market to issue a release or make an
announcement concerning this Agreement or the Contemplated Transactions, such
party shall notify the other before doing so. A form of press release which may
be used by either party with respect to the execution and delivery of this
Agreement is attached as EXHIBIT N. Prior to the Closing, the Buyer and the
Seller shall agree as to a form of press release which may be used by either
party with respect to the successful Closing of the Contemplated Transactions.

6.4. INDEMNIFICATION OF BROKERAGE.

(a) The Seller represents and warrants to
the Buyer that except as set forth on Schedule 6.4 no Broker has acted on behalf
of the Seller in connection with this Agreement or the Contemplated
Transactions, and that, except as set forth in such Schedule, there are no
brokerage commissions, finder's fees or similar fees or commissions payable in
connection therewith based on any agreement, arrangement or understanding with
the Seller, or any action taken by the Seller. The Seller agrees to indemnify
and hold harmless the Buyer from any claim or demand for commission or other
compensation by any Broker claiming to have been employed by or on behalf of the
Seller, and to bear the cost of legal fees and expenses reasonably incurred in
defending against any such claim.

(b) The Buyer represents and warrants to the
Seller that no Broker has acted on behalf of the Buyer in connection with this
Agreement or the Contemplated Transactions, and that there are no brokerage
commissions, finders' fees or similar fees or commissions payable in connection
therewith based on any agreement, arrangement or understanding with the Buyer,
or any action taken by the Buyer. The Buyer agrees to indemnify and hold
harmless the Seller from any claim or demand for commission or other
compensation by any Broker claiming to have been employed by or on behalf of the
Buyer, and to bear the cost of legal fees and expenses reasonably incurred in
defending against any such claim.

6.5. REQUIRED CONSENTS. The Seller shall, prior
to the Closing, use reasonable efforts, at its expense, to obtain all Required
Consents.

6.6. ARREARAGES.

(a) At the Closing, the Seller shall deliver
to the Buyer a list of all lessees under the Master Subleases which are
delinquent in payment of Rents (as defined in Section 9.1(a)) as at the
Adjustment Point, which list shall set forth the amount of each such
delinquency, the period to which each such delinquency relates and the nature of
the amount due. The first amounts collected by the Buyer from each delinquent
lessee, net of costs of collection, if any, shall be deemed to be in payment of
Rents (or the specific components of Rents) for the month in which the Closing
occurs, next in payment of Rents (or the specific components of Rents) then due
on account of any month after the month in which the Closing occurs and finally
in payment of

<PAGE>

delinquent Rents (or the specific components of Rents) which are in arrears as
of the first day of the month in which the Closing occurs, as set forth on such
list. Any amounts collected by the Buyer from each delinquent lessee which, in
accordance with the preceding sentence, are allocable to the month in which the
Closing occurs (as adjusted as of the Adjustment Point) or any prior month, net
of costs of collection properly allocable thereto, if any, shall be paid
promptly by the Buyer to the Seller. The Buyer shall exert reasonable efforts
during the period ending on December 31, 2000 to bill and collect any Rent
delinquencies due the Seller and the amount thereof, as, when and to the extent
collected by the Buyer, shall be remitted by the Buyer to the Seller, net of
costs of collection properly allocable thereto, if any, promptly after the
collection thereof by the Buyer. In no event shall the Buyer be obligated to
institute any actions or proceedings to collect any such delinquencies.

(b) In no event may the Seller institute any
actions or proceedings in its own name or otherwise against any lessee after the
Closing for claims arising out of the U.S. Business.

6.7. EMPLOYEES AND BENEFIT PLANS. The Buyer
shall have the right, at the Buyer's sole option, to offer employment as of the
Closing (or prior to the Closing, with respect to employees terminated by the
Seller as permitted hereunder) to those current full time employees of the
Seller listed on Schedule 6.7 (such employees that accept such offer of
employment shall hereinafter be referred to as "TRANSFERRED EMPLOYEES");
PROVIDED, HOWEVER, that nothing shall be construed to limit or restrict the
ability of the Buyer to terminate the employment of the Transferred Employees
following the Closing or to maintain the terms of such employment, including any
particular level of benefits. The Seller shall have the option, commencing on or
after October 1, 2000 and consistent with the provisions of Section 6.1, to
terminate the employment of members of the Seller's staff, provided, however,
(A) the Seller shall not terminate any marketing employee (i) unless it has
given the Buyer five (5) business days' prior written notice and (ii) if the
Buyer agrees during such 5-business day period to reimburse the Seller for, or
to advance to the Seller, the salary of such employee from the expiration of
such 5-business day period through the Closing Date (such reimbursement or
advance to be made within 5 business days after notice by Seller that a regular
payments of salary has or will, within the next 5 business days, become due) and
(B) the Seller shall not terminate any other employee unless it has given the
Buyer five (5) business days' prior written notice. The Buyer shall permit any
Transferred Employee to participate in the Buyer's medical insurance benefits
plan without a waiting period. The Seller shall be responsible for all
employment-related liabilities incurred or accrued prior to, or as a result of
the Closing, and for any employment-related liabilities arising at the time of
or after the Closing, including any liabilities incurred under the Worker
Adjustment and Retraining Notification Act of 1988 ("WARN"), or similar state
laws, or otherwise, other than any liabilities with respect to the Transferred
Employees which accrue and are the results of events occurring after the
Closing.

6.8. INFORMATION STATEMENT. (a) As promptly as
practicable after the execution of this Agreement (but in no event later than 10
days following the date of this Agreement), (i) the Seller shall prepare and
file with the Securities and

<PAGE>

Exchange Commission ("SEC") an information statement relating to the Stockholder
Approval (together with any amendments thereof or supplements thereto, the
"INFORMATION STATEMENT"). The Seller shall cause the Information Statement to
comply as to form in all material respects with the applicable provisions of the
Securities Act of 1933, the Securities Exchange Act of 1934, as amended
("EXCHANGE ACT") and the rules and regulations hereunder.

(b) The Seller shall (i) if no
comments have been received by the SEC on the Information Statement during
the time period prescribed under Regulation 14C, on the fifteenth day
following the date of the Company's filing of the Information Statement with
the SEC or (ii) if the SEC has commented on the Information Statement, on the
third business day after the SEC has approved the Information Statement,
deliver the Information Statement to its stockholders in accordance with the
applicable provisions of the Regulation 14C of the Exchange Act.

6.9. ESTOPPEL CERTIFICATES. The Seller shall use
commercially reasonable efforts to obtain prior to Closing Estoppel Certificates
(as hereinafter defined) from the lessors under the Master Leases set forth on
Schedule 7.4(a)(iv).

6.10. INSURANCE. Between the date of this
Agreement and the Closing Date, the Seller will maintain in full force and
effect all policies of insurance presently maintained by the Seller with respect
to the Office Space and the fixtures and furniture located therein.

6.11. SCHEDULES. Between the date of this
Agreement and the Closing Date, the Seller shall notify the Buyer of any
information which becomes known to the Seller which is required to be reflected
in any Schedule in order for the same to continue to be true, correct and
complete.

6.12. NET WORTH OF BUYER. As of the Closing Date,
the Buyer shall have a net worth of not less than $7,000,000.

6.13. NO SOLICITATION. The Seller agrees that,
from the date hereof until February 15, 2001 or such earlier date, if any, as
this Agreement is terminated (other than the termination of this Agreement by
reason of the Seller's default or breach of any warranty, representation or
covenant contained in this Agreement) in accordance with Section 12 hereof prior
to February 15, 2001, neither it, nor any of its representatives, officers,
directors, agents, stockholders, affiliates or advisors, shall initiate,
solicit, entertain, negotiate, accept or discuss, directly or indirectly, any
proposal or offer to acquire, directly or indirectly, all or any significant
part of the business and properties of the Seller, which includes the U.S.
Business, whether by merger, purchase of stock, purchase of assets, tender offer
or otherwise (an "ACQUISITION PROPOSAL"), or provide any information to any
third party in connection with an Acquisition Proposal or enter into any
agreement, arrangement or understanding requiring it to delay, abandon,
terminate or fail to consummate the Contemplated Transactions. Notwithstanding
the foregoing, if Seller (or its advisors) receives an unsolicited Acquisition
Proposal, Seller hereby agrees to (i) promptly inform Buyer in writing of such
proposal, stating the

<PAGE>

identity of the person making such proposal and the terms and conditions of such
proposal, and (ii) if such proposal is made in writing, promptly provide to
Buyer a copy of such writing.

6.14. TERMINATION OF CONSULTING AGREEMENTS. Within
ten (10) business days after the date of this Agreement, the Seller shall give
notice to each other party to the Consulting Agreements exercising the Seller's
right to terminate such Consulting Agreements as provided therein (and shall
simultaneously deliver copies of such notices to the Buyer). The Seller shall,
after the Closing, cooperate with the Buyer in all reasonable respects at the
Buyer's request in order to obtain releases of the Assumed Consultant
Liabilities. Prior to the Closing the Buyer shall not contact any other party to
a Consulting Agreement without the prior written consent of the Seller which may
be withheld in the Seller's sole discretion. The provisions of this Section 6.14
shall survive the Closing.

6.15. MARKETING AGREEMENT. The parties
acknowledge that the Seller's wholly-owned subsidiary, RealTel Consulting, Inc.,
a Delaware corporation ("REALTEL CONSULTING") is currently negotiating to become
a consultant and marketing agent to a third party pursuant to a Consulting and
Marketing Agreement substantially in the form of Exhibit O (the "MARKETING
AGREEMENT"). If RealTel Consulting (which firm, for that purpose, shall include
the Seller and any other subsidiary of the Seller which enters into the
Marketing Agreement) enters into the Marketing Agreement, the Seller shall
promptly deliver a true, correct and complete photocopy thereof to the Buyer. In
no event shall the Marketing Agreement cover more than a single building. The
Seller shall thereafter cause RealTel Consulting not to not amend in any
material respect, modify in any material respect or terminate the Marketing
Agreement, in each case without the Buyer's prior written consent (which consent
shall not be unreasonably withheld or delayed), or assign its interest in the
Marketing Agreement unless the assignee shall assume and agree to perform for
the benefit of the Buyer the covenants of the Seller contained in this Section
6.15. The Seller shall cause RealTel Consulting to perform and carry out its
obligations and agreements under the Marketing Agreement as contemplated
therein, and shall use good faith efforts, in accordance with customary
commercial practice, to collect the consulting fees and other charges and sums
payable to RealTel Consulting thereunder (collectively, the "GROSS MARKETING
FEES"). As and when any installments of the Gross Marketing Fees are received by
the Seller, the Seller shall within 10 business days thereafter deliver to the
Buyer (i) a statement setting forth the amount of Gross Marketing Fees received,
(ii) a schedule of the items and amounts of out-of-pocket expenses incurred by
the Seller in connection with the performance of its obligations under the
Marketing Agreement (which expenses shall be reasonable in amount), and (iii)
payment in an amount (the "NET MARKETING FEES") equal to one half (1/2) of the
amount by which such Gross Marketing Fees received exceed such expenses. Upon
the Buyer's request, the Seller shall promptly (i) deliver to the Buyer
receipts, invoices or other evidence reasonably satisfactory to the Buyer
documenting such expenses and (ii) advise the Buyer as to the status of RealTel
Consulting's activities under the Marketing Agreement. The Buyer shall have the
right, at any reasonable time and from time to time during normal business hours
and upon 5 business days' prior, written notice to the Seller, to audit the
Seller's books and records relating to the

<PAGE>

Marketing Agreement (which books and records shall be maintained at the Seller's
office in the United States) and if, as a result thereof, it is determined (or
if it is otherwise determined) that sums are payable to either party either due
to a misstatement of Gross Marketing Fees or expenses, then the applicable party
shall, within five (5) business days after demand, pay to the other party the
amount determined by such audit to be due. The Buyer shall pay the costs and
expenses incurred by it or on its behalf in connection with such audit. The
provisions of this Section 6.15 shall survive the Closing.

6.16. CONTACT WITH LESSORS. Between the date of
this Agreement and the Closing Date, the Buyer shall not, without the prior
written consent of the Seller, contact any lessors under Master Leases. In the
event any lessor under a Master Lease contacts or attempts to contact the Buyer,
the Buyer shall advise such lessor that any communications with respect to the
Contemplated Transactions should be directed to the Seller. Notwithstanding
anything to the contrary contained in this Agreement, the Buyer shall not be
permitted to contact the lessor under the Required Consent Leases in connection
with obtaining the Required Consent with respect thereto unless any such contact
is effected through meetings or discussions at which the Seller is present. The
parties shall act in good faith in agreeing on the time and place of any such
meeting or discussion.

6.17. OFFICE SPACE. Not later than five (5)
business days after the Closing Date, the Seller shall cause the Office Space to
be broom clean and vacant, and all Excluded Assets to be removed therefrom. If
the Seller fails by the expiration of the fifth (5th) business day following the
Closing Date to cause the Office Space to be broom clean and vacant and all
Excluded Assets to be removed therefrom, (i) the Seller shall pay to the Buyer
an amount per diem for each calendar day until the Seller shall comply with the
provisions of this Section 6.17 equal to twice the per diem rent payable by the
tenant pursuant to the Office Lease and (ii) the Buyer may, at its option, at
any time thereafter, at the Seller's expense, dispose of or remove any Excluded
Assets from the Office Space and/or store the same. The provisions of this
Section 6.17 shall survive the Closing.

6.18. COOPERATION. Between the date of this
Agreement and the Closing Date, the Buyer and the Seller shall each, upon the
other's reasonable request and without further consideration, take such actions
as are reasonably necessary to effect an orderly transition from the Seller to
the Buyer in the administration of the Master Leases and the Master Subleases.
Without limiting the foregoing, the Buyer agrees to attend meetings and
participate in discussions with lessors under Master Leases at the Seller's
reasonable request.

7. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE
BUYER. The obligation of the Buyer to enter into and complete the Closing is
subject to the fulfillment on or prior to the Closing Date of the following
conditions, any one or more of which may be waived by the Buyer:

7.1. REPRESENTATIONS AND COVENANTS. Each
representation and warranty of the Seller contained in this Agreement shall be
true in all material respects on

<PAGE>

and as of the Closing Date (without regard to modifications of the nature
referred to in Section 6.11, except for modifications which reflect actions by
the Seller permitted under this Agreement or which reflect other events which
are expressly stated in this Agreement not to constitute breaches of
representations and warranties hereunder) with the same force and effect as
though made on and as of the Closing Date (provided that in the case of a
representation set forth in Section 4.6, 4.7, 4.8, 4.9, 4.11, 4.13, 4.14 or
4.15, such representation shall be deemed true in all material respects unless
there is a breach of such representation and the event, condition or state of
facts which is the subject of the breach has a Business Material Adverse Effect;
provided further, that in the case of a representation set forth in Section
4.12, such representation shall be deemed true in all material respects unless
(A) there is a material breach of such representation and such breach relates to
any one or more of the Master Leases with the 12 lessors listed on Schedule 7.1
(with separate Master Leases with lessors which are affiliated with each other
being treated as a single Master Lease for this purpose) or (B) such breach
relates to the failure of the Seller to make available to the Buyer true,
correct and complete copies of a Master Lease or any amendment or modification
thereto and such failure results in the non-disclosure of a material liability
which would not reasonably be expected to be created under such Master Lease.
The Seller shall have performed and complied in all material respects with all
covenants and agreements required by this Agreement to be performed or complied
with by the Seller on or prior to the Closing Date (provided, however, that if,
due solely to the Buyer's failure to consent within the time period provided in
Section 6.1 to a Master Sublease or a Facility Site Addendum required to be
entered into under a Master Lease (or otherwise required to be entered into by
the lessor), the Seller shall be in default under such Master Lease, the Buyer
shall not, by reason of such default, be permitted to refuse to close the
Contemplated Transactions). The Seller shall have delivered to the Buyer a
certificate, dated the date of the Closing and signed by an officer of the
Seller, certifying that the conditions set forth in this Section 7.1 have been
satisfied.

7.2. CONSENTS AND APPROVALS. The Stockholder
Approval shall have become effective in accordance with the provisions of
Regulation 14C and the Seller shall have obtained all Required Consents in a
form reasonably satisfactory to the Buyer, and the Buyer shall have been
furnished with evidence reasonably satisfactory to it of such effectiveness and
the obtaining of such Required Consents; provided, however, that in the case of
the Required Consents of any party to an Other Contract or an Agency Agreement
or the lessor under the Office Lease, the Buyer shall be required to close
without abatement of the Purchase Price notwithstanding that such Required
Consent shall not have been obtained (provided that if the Required Consent of
the lessor under the Office Lease is not obtained, the Buyer shall not be
obligated to assume the Office Lease); provided further, however, that, in the
case of the Required Consents of any lessor under a Master Lease (a "WITHHELD
CONSENT LEASE"), the failure to obtain such Required Consent shall not be
treated as a failure of the condition set forth in this Section 7.2, the Closing
shall occur as to the other Master Leases and there shall be an equitable
reduction of the Purchase Price (the amount of such reduction, the "REDUCTION
AMOUNT") to account for the exclusion of such Withheld Consent Lease; and
provided further that, if such Required Consent (including without limitation
the consent under the Required Consent Leases) is obtained at any time
thereafter and prior to January 15, 2001, the

<PAGE>

Seller shall promptly deliver a copy of the same to the Buyer and the Closing
shall occur with respect to such Withheld Consent Lease (including, if
applicable, the Required Consent Leases) at the time and place set forth in
Section 3 (or such other time and place as the Buyer and the Seller shall agree
upon) on a date agreed to by the Buyer and the Seller (but in no event later
than the fifth (5th) business day after the giving of the Seller's notice). At
such Closing, the parties shall deliver to each other, with respect to the
Withheld Consent Lease, all of the items required under this Agreement to be
delivered at the closing of the Contemplated Transactions and the Buyer shall
pay to the Seller the Reduction Amount (with appropriate adjustments in
accordance with Section 9.1). In the case of a Withheld Consent Lease, if the
parties are unable to agree on the Reduction Amount prior to the Closing as to
the other Master Leases, such determination shall, at the option of either
party, be submitted to arbitration in accordance with the Expedited Procedures
provisions of the Commercial Arbitration Rules of the American Arbitration
Association; provided that (x) notwithstanding anything to the contrary
contained in this Section 7.2 if the Withheld Consent Lease consists of the
Master Leases designated as the "Required Consent Leases" on Schedule 7.2 (the
"REQUIRED CONSENT LEASES"), the parties agree that the Reduction Amount shall be
the amount listed opposite such lessor's name on Schedule 7.2 and (y) if the
Withheld Consent Lease consists of any other Master Lease or Master Leases,
then, pending the resolution of such arbitration, the Reduction Amount shall be
deemed to be an amount determined in a manner consistent with the provisions of
Section 2.5 relating to Additional Master Lease Consideration, such amount to be
paid at the Closing as to the Withheld Consent Lease and, within 5 business days
after the delivery of the arbitrators' notice of the final Reduction Amount, an
appropriate payment shall be made by the Buyer to the Seller or by the Seller to
the Buyer, as the case may be. The Seller shall be deemed to have satisfied the
requirement with respect to the Required Consent Leases if the Seller shall
deliver to the Buyer, in form reasonably satisfactory to the Buyer,
fully-executed amendments to each of the Required Consent Leases deleting or
waiving the effectiveness of any provisions of such Required Consent Leases that
would require the lessor's consent to an assignment of the Required Consent
Leases by the Seller to the Buyer. At the option of the Buyer exercised on or
before February 15, 2001 by notice to the Seller, if the Required Consent with
respect to the Required Consent Leases is not obtained, the Buyer may require
that Glazov enter into an agreement with the Buyer pursuant to which Glazov will
be engaged by the Buyer as an executive officer, in such capacity, having such
duties, for such compensation and upon such other terms and conditions as the
Buyer shall reasonably require (and Glazov, by his execution of this Agreement,
agrees so to be engaged), the parties hereby agreeing that if Glazov is engaged
then for purposes of this Section 7.2 the Required Consent under the Required
Consent Leases shall be deemed to have been obtained and the Closing shall occur
with respect to the Required Consent Leases and the Reduction Amount with
respect thereto shall be paid at such Closing, as herein provided. In the event
the Required Consent with respect to the Required Consent Leases is not obtained
prior to February 15, 2001 and Glazov is not engaged as an executive officer of
the Buyer as aforesaid, the Required Consent Leases shall not be assigned to the
Buyer. If the Closing shall occur as to the other Assets and not as to the
Required Consent Leases then the Non-Compete Agreements shall be modified at
such Closing to permit the Seller to continue to operate the business presently
operated by it with respect to the Required Consent Leases until such time, if
any, as the Required Consent Leases are assigned to

<PAGE>

the Buyer pursuant to this Section 7.2. The provisions of this Section 7.2
shall survive the Closing.

7.3. OPINION OF COUNSEL TO THE SELLER. The Buyer
shall have received the opinion of Sachnoff & Weaver, Ltd., counsel to the
Seller, addressed to the Buyer, substantially in the form of Exhibit E-1.

7.4. ADDITIONAL CLOSING DOCUMENTS AND DELIVERIES
OF THE SELLER.

(a) The Seller shall have executed,
acknowledged (where appropriate) and delivered to the Buyer the following
documents, each dated as of the Closing Date (other than Estoppel Certificates,
which shall be dated not more than thirty (30) days prior to the Closing Date)
(and the Seller hereby agrees (other than in the case of the Estoppel
Certificates, which the Seller shall use commercially reasonable efforts to
obtain as provided in Section 6.9) to deliver the same at the Closing provided
that the conditions set forth in Section 8 have been satisfied or waived by the
Seller):

(i) a bill of sale and assignment
and assumption (the "BILL OF SALE") in the form of Exhibit G;

(ii) an assignment and assumption in
the form of Exhibit H (a "MASTER LEASE ASSIGNMENT AND ASSUMPTION
AGREEMENT") for each Master Lease;

(iii) the Office Lease Assignment;

(iv) estoppel certificates
substantially in the form of Exhibit F (the "ESTOPPEL CERTIFICATES") from
the lessors under the Master Leases set forth on Schedule 7.4(a)(iv);

(v) notices to landlords under each
Master Lease in the form of Exhibit K-1, advising such landlords of the
Closing, and directing that bills and notices thereafter be sent to or as
directed by the Buyer;

(vi) notices to tenants and
subtenants under each Master Sublease in the form of Exhibit K-2 advising
such tenants and subtenants of the Closing, and directing that rents and
other charges thereafter be paid to or as directed by the Buyer;

(vii) an assignment of the security
deposit accounts held by the Seller under the Master Subleases, as set
forth on Schedule 4.12(a); and

(viii) such further instruments of
sale, transfer, conveyance, assignment or delivery covering the Assets or
any part thereof as the Buyer may reasonably require to assure the full and
effective sale, transfer, conveyance, assignment or delivery to it of the
Assets.

<PAGE>

(b) The Seller and the Designated
Individuals shall each have executed, acknowledged (where appropriate) and
delivered to the Buyer the Non-Compete Agreements, dated as of the Closing Date
(and the Seller and the Designated Individuals hereby agree to deliver the same
at the Closing provided that the conditions set forth in Section 8 have been
satisfied or waived by the Seller).

(c) The Seller shall have delivered to the
Buyer the following documents (and the Seller hereby agrees to deliver the same
at the Closing provided that the conditions set forth in Section 8 have been
satisfied or waived by the Seller):

(i) originals of the Master Leases;

(ii) originals of the Master
Subleases;

(iii) originals of the Consulting
Agreements and the Other Contracts; and

(iv) originals or photocopies of all
other files, books and records in the possession of the Seller or any of
its affiliates or agents relating to the operation of the U.S. Business and
the operation of the Sites.

7.5. TAX RETURNS. The Buyer shall have received
any and all real property transfer tax returns and other similar filings
required by law in connection with the transactions contemplated hereby, any
part thereof or interest therein, all duly and properly executed and
acknowledged by the Seller (and the Seller agrees to execute, acknowledge and
deliver the same at or prior to the Closing), and the Seller and the Buyer shall
each pay one half (1/2) of any transfer or similar taxes due in connection with
the Contemplated Transactions. The Seller shall also have executed, acknowledged
and delivered such affidavits in connection with such filings as shall have been
required by law or reasonably requested by the Buyer.

7.6. FIRPTA AFFIDAVIT. The Buyer shall have
received an affidavit of an officer of the Seller sworn to under penalty of
perjury, setting forth the Seller's address and Federal tax identification
number and stating that the Seller is not a "foreign person" within the meaning
of Section 1445 of the Code (and the Seller agrees to execute, acknowledge and
deliver the same at or prior to the Closing).

7.7. CONSULTING AGREEMENTS. The Seller shall
have delivered to the Buyer a certificate stating the aggregate monthly sum
payable by the Seller under all Consulting Agreements as of the Closing Date.

7.8. OFFICE SPACE. The Seller shall deliver
possession of the Office Space to the Buyer, subject, however, to the provisions
of Section 6.17.

8. CONDITIONS PRECEDENT TO THE OBLIGATION OF THE
SELLER. The obligation of the Seller to enter into and complete the Closing
is subject to the fulfillment

<PAGE>

on or prior to the Closing Date of the following conditions, any one or more of
which may be waived by the Seller:

8.1. REPRESENTATIONS AND COVENANTS. The
representations and warranties of the Buyer contained in this Agreement shall be
true in all material respects on and as of the Closing Date with the same force
and effect as though made on and as of the Closing Date. The Buyer shall have
performed and complied in all material respects with all covenants and
agreements required by this Agreement to be performed or complied with by the
Buyer on or prior to the Closing Date. The Buyer shall have delivered to the
Seller a certificate, dated the date of the Closing and signed by an officer of
the Buyer, to the foregoing effect.

8.2. CONSENTS AND APPROVALS. The Stockholders
Approval shall have become effective in accordance with the provisions of
Regulation 14C and the Required Consents shall have been obtained and be in full
force and effect (subject, however, to the provisions of Section 7.2 and
provided that, in the case of a Required Consent of the lessor under a Master
Lease, the Buyer may require that the Seller proceed to Closing notwithstanding
the failure to obtain such Required Consent provided that the Buyer delivers to
the Seller at the Closing an indemnification in form reasonably satisfactory to
the Seller against any losses, costs, expenses and damages suffered by the
Seller as a result of the failure to obtain such Required Consent).

8.3. OPINION OF COUNSEL TO BUYER. The Seller
shall have received the opinion of Paul, Weiss, Rifkind, Wharton & Garrison,
counsel to the Buyer, addressed to the Seller, in the form of Exhibit E-2.

8.4. ADDITIONAL CLOSING DOCUMENTS OF THE BUYER.
The Buyer shall have executed, acknowledged (where appropriate) and delivered to
the Seller the following documents, each dated the Closing Date (and the Buyer
hereby agrees to deliver the same at the Closing, provided that the conditions
set forth in Section 7 have been satisfied or waived by the Buyer):

(a) the Bill of Sale;

(b) the Office Lease Assignment;

(d) a letter directing the Escrow Agent to
pay the Initial Deposit to the Seller.

9. CERTAIN OTHER COVENANTS AND AGREEMENTS.

9.1. PRORATIONS. Each of the following shall be
apportioned between the Seller and the Buyer as of 11:59 P.M. Eastern Time on
the day preceding the Closing Date (the "ADJUSTMENT POINT"):

<PAGE>

(a) Rents as and when collected under the
Master Subleases. The word "RENTS" as used in this Section shall be deemed to
include fixed monthly rents (including, without limitation, any advance rental
payments or prepaid rents) as well as any additional rents (including, without
limitation, electric and other utility charges and percentage rents) payable by
the lessees under the Master Subleases (but excluding percentage rents referred
to in Section 9.2), and the term "COSTS OF COLLECTION" shall mean and include
reasonable attorneys' fees and other costs incurred by the Buyer or the Seller
in collecting any Rents. Any Rents collected by the Buyer subsequent to the
Closing (whether due and payable prior to or subsequent to the Adjustment Point)
shall be adjusted as of the Adjustment Point, and any portion thereof properly
allocable to periods prior to the Adjustment Point, net of costs of the
collection properly allocable thereto, if any, shall be paid by the Buyer to the
Seller promptly after the collection thereof by the Buyer, but subject to the
provisions of Section 6.6 in the case of Rents due prior to the Adjustment
Point. If any refund is to be made of percentage rents or other additional rents
on account of periods prior to the Closing, then within five (5) business days
after demand by the Buyer, the Seller shall pay to the Buyer the amount of any
such refund to be made allocable to periods prior to the Adjustment Point.

(b) Rents payable by the Seller as tenant
under the Master Leases (but excluding percentage rents referred to in Section
9.2).

(d) Utilities, except those charges that
lessees under the Master Subleases are obligated to pay directly to the
providers of such utilities. The Seller shall endeavor to have meters for such
utilities read the day preceding the Closing and agrees to cause the bills
rendered to it on the basis of such readings to be paid. If the Seller does not
obtain such a meter reading for any such utility, the adjustment therefor shall
be made on the basis of the most recently issued bill therefor. Notwithstanding
the foregoing, electricity or other utilities furnished to any lessees under the
Master Subleases directly by the public utilities in question and paid for by
said lessees shall not be apportioned.

(e) Deposits, if any, made with utility
companies which will inure to the Buyer's benefit after the Closing.

(f) Amounts payable under the Consulting
Agreements for the period in which the Closing Date occurs.

9.2. PERCENTAGE RENTS. On or prior to July 1,
2001, (i) the Seller and the Buyer shall adjust as of 11:59 P.M. Eastern Time of
the day preceding the Closing Date, based upon the number of days preceding or
following the Closing Date in the period with respect to which such items
relate, all items of percentage rent and other charges or fees payable in
arrears which have actually been collected or paid and the amounts of which
cannot be determined as of the Closing Date, and (ii) an appropriate

<PAGE>

payment based on such adjustment shall be made by the Buyer to the Seller or the
Seller to the Buyer, as appropriate.

9.3. OFFICE LEASE. The Seller shall receive at
the Closing a credit in the aggregate amount of the security deposit then held
by the landlord under the Office Lease. The Buyer shall receive at the Closing a
credit in the amount of rent payable under the Office Lease for the period from
the Closing Date through and including the earlier of (i) five (5) business days
thereafter and (ii) the date the Excluded Asset are removed from the Office
Space.

9.4. FURTHER ASSURANCES. At any time and from
time to time after the Closing, at the Buyer's request and without further
consideration, the Seller shall execute and deliver such further documents, and
perform such further acts, as may reasonably be necessary in order to
effectively transfer and convey the Assets to the Buyer, on the terms herein
contained, and to otherwise comply with the terms of this Agreement and
consummate the Contemplated Transactions. At any time and from time to time
during the 84 month period following the Closing, at the Seller's request, the
Buyer shall make available to the Seller at the Buyer's offices, through its
employees and representatives, reasonable access to any records or other
information related to the U.S. Business or the Assets which may be in the
possession of Buyer for use by the Seller in connection with the activities or
status of the U.S. Business or the Assets prior to Closing, including, without
limitation, Claims, accounting and reporting obligations of Seller; provided,
however, that at any time and from time to time after the 24th month following
the Closing Date, the Buyer may notify the Seller that the Buyer intends to
dispose of all or any part of such records or information and if the Seller
fails, within ten (10) business days following such notice, to notify the Buyer
that the Seller desires to keep such records and information (or, having so
elected, the Seller fails within ten (10) business days thereafter to remove
such records and information from the Buyer's offices), then the Buyer may
dispose of or destroy such records and information.

9.5. POST-CLOSING AUDITS. If, after the Closing
Date, an audit by a landlord under a Master Lease occurs and, as a result
thereof, it is determined (or if it is otherwise determined pursuant to the
terms of a Master Lease) that sums are payable to the landlord for periods prior
to the Closing Date, then the Seller shall, within five (5) business days after
demand, pay to the Buyer the Seller's proportionate share of such sums (as
determined in accordance with the provisions of Section 9.1). If, after the
Closing Date, an audit by the lessee under a Master Sublease occurs and, as a
result thereof, it is determined (or it is otherwise determined pursuant to the
terms of a Master Sublease) that sums are payable to the Buyer for periods prior
to the Closing Date, then within five (5) business days after receipt of such
sums the Buyer shall pay to the Seller the Seller's proportionate share of such
sums (net of costs of collection and otherwise as determined in accordance with
the provisions of Section 9.1).

9.6. LICENSE TO USE DATABASES. The Buyer hereby
grants to the Seller, its successor and assigns, effective as of the Closing
Date, an irrevocable, perpetual, non-exclusive license to use, modify, create
derivative works from and allow third parties to use on behalf of the Seller (in
all events limited to non-U.S. businesses

<PAGE>

and subject to the provisions of the Non-Compete Agreements) all applications,
databases and similar property purchased by the Buyer pursuant to Section
1.1(a)(iii), including the "USRT Telecom Grid" and the "9-Stage Tracking
System." The Seller shall have the right to assign such license to its
successors or assigns. The Buyer specifically acknowledges that the Seller shall
retain copies of all such data, databases and similar property.

9.7. MARKETING AGREEMENT PROCEEDS. The Buyer
shall receive at the Closing a credit in the amount of the Net Marketing Fees,
if any, received by the Seller through the period ending on the Closing Date.

9.8. CONSULTING AGREEMENTS. The Buyer shall
receive at the Closing a credit in an amount which is the product of (x) 120
multiplied by (y) the amount, if any, by which the aggregate monthly sum payable
by the Seller under all Consulting Agreements as of the Closing Date exceeds
$1,000.

9.9. SURVIVAL. The provisions of this Section 9
shall survive the Closing.

10. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations, warranties, covenants and agreements in this Agreement shall
survive the execution and delivery hereof and the Closing hereunder. All
representations and warranties contained in this Agreement shall terminate and
expire one (1) year after the Closing Date, except for (i) those representations
and warranties in Sections 4.1, 4.2, 5.1 and 5.2 (which representations and
warranties shall survive without any limitation); (ii) those representations and
warranties in Sections 4.6, 4.7 and 4.20 (which representations and warranties
shall survive for the period of the statute of limitations applicable to the
matter which is the subject of the breach of the warranty or representation in
question); and (iii) those representations and warranties the breach of which
the Buyer shall have given notice of to the Seller within the applicable period
set forth in clause (i) or (ii).

11. INDEMNIFICATION.

11.1. OBLIGATION OF THE SELLER TO INDEMNIFY.
From and after the Closing Date and subject to the limitations contained in
Sections 10, 11.4 and 12, the Seller agrees to indemnify, defend and hold
harmless the Buyer (and its directors, officers, employees, affiliates,
successors and assigns) from and against, and reimburse the Buyer for, all
losses, liabilities, damages, deficiencies, demands, claims, actions, judgments
or causes of action, assessments, costs or expenses (including, without
limitation, interest, penalties and reasonable fees, expenses and disbursements
of attorneys, experts, personnel and consultants incurred by the indemnified
party in any action or proceeding between the indemnifying party and the
indemnified party or between the indemnified party and any third party, or
otherwise) ("LOSSES") based upon, arising out of or otherwise in respect of: (a)
any inaccuracy in or any breach of any representation, warranty, covenant or
agreement of the Seller contained in this Agreement or in any of the Exhibits or
Schedules attached to, or Closing deliverables delivered by the Seller in
connection with, this Agreement or the Contemplated

<PAGE>

Transactions (excluding, however, any Losses arising out of a breach of the
representations contained in Section 4.12 as they relate to the Agency
Agreements, except for Losses arising out of the Seller's failure to make
available to the Buyer true, correct and complete copies of the Agency
Agreements or amendments or modifications thereto, if the items not made
available create any obligations or liabilities not provided in the documents
made available to the Buyer or increase any obligations or liabilities of the
Seller beyond those provided in such documents); (b) any Excluded Liability; or
(c) any obligation or liability relating to the U.S. Business or the Assets
which is not an Assumed Liability and which arose or relates to a period prior
to the Closing Date.

11.2. OBLIGATION OF THE BUYER TO INDEMNIFY.
From and after the Closing Date, the Buyer shall indemnify, defend and hold
harmless the Seller (and its directors, officers, employees, affiliates,
successors and assigns) from and against, and reimburse the Seller for, any
Losses based upon, arising out of or otherwise in respect of: (a) any inaccuracy
in or any breach of any representation, warranty, covenant or agreement of the
Buyer contained in this Agreement or in any of the Exhibits or Schedules
attached to, or Closing deliverables delivered by the Buyer in connection with,
this Agreement; or (b) any Assumed Liability.

11.3. NOTICE AND OPPORTUNITY TO DEFEND.

11.3.1 NOTICE OF ASSERTED LIABILITY.
The party making a claim under this Section 11 is referred to as the
"INDEMNITEE," and the party against whom such claims are asserted under this
Section 11 is referred to as the "INDEMNIFYING PARTY." All claims by any
Indemnitee under this Section 11 shall be asserted and resolved as follows:
Promptly after receipt by an Indemnitee of notice of any demand, claim or
circumstances which, with the lapse of time, would or might give rise to a
claim or the commencement (or threatened commencement) of any action,
proceeding or investigation (an "ASSERTED LIABILITY") that may result in a
Loss, the Indemnitee shall give notice thereof (the "CLAIMS NOTICE") to the
Indemnifying Party. The Claims Notice shall describe the Asserted Liability
in reasonable detail, and shall indicate the amount (estimated, if necessary
and to the extent feasible) of the Loss that has been or may be suffered by
the Indemnitee.

11.3.2 OPPORTUNITY TO DEFEND. The
Indemnifying Party may elect to compromise or defend, at its own expense and by
its own counsel, any Asserted Liability. If the Indemnifying Party elects to
compromise or defend such Asserted Liability, it shall within 30 days (or
sooner, if the nature of the Asserted Liability so requires) notify the
Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the
expense of the Indemnifying Party, in the compromise of, or defense against,
such Asserted Liability. If the Indemnifying Party elects not to compromise or
defend the Asserted Liability, fails to notify the Indemnitee of its election as
herein provided or contests its obligation to indemnify under this Agreement,
the Indemnitee may pay, compromise or defend such Asserted Liability (provided,
however, that the Indemnifying Party shall remain responsible under Section 11.1
and 11.2 for all Losses arising from such Asserted Liability). Notwithstanding
the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or
compromise any claim without first

<PAGE>

obtaining the consent of the other such consent not to be unreasonably withheld.
In any event, the Indemnitee and the Indemnifying Party may participate, at
their own expense, in the defense of such Asserted Liability. If the
Indemnifying Party chooses to defend any claim, the Indemnitee shall make
available to the Indemnifying Party any books, records or other documents within
its control that are necessary or appropriate for such defense.

11.4. LIMITATION ON INDEMNIFICATION.

(a) The Seller shall not be obligated to pay
any amounts for indemnification provided for in Section 11.1(a) for breaches of
representations or warranties until the aggregate of such amounts equals
$400,000.00 (the "BASKET AMOUNT"), whereupon the Seller shall be obligated to
pay in full all such amounts for such indemnification, including the Basket
Amount, but subject to the Cap (as hereinafter defined).

(b) In the absence of fraud or willful
misconduct on the part of the Seller, the aggregate liability of the Seller
pursuant to Section 11.1(a) for breaches of representations or warranties shall
not exceed an amount equal to 35% of the Purchase Price (such amount, the
"CAP").

(c) Notwithstanding anything to the contrary
contained in this Agreement, in no event shall the Buyer be entitled to recover
incidental or consequential damages or lost profits in the event of a default,
or a breach of any representation or warranty, by the Seller under this
Agreement; provided, however, that the Seller acknowledges that (i) the Buyer's
valuation of the Assets and agreement to pay the Purchase Price under this
Agreement were dependent, in part, on the amount of the revenues derived from
existing Master Subleases and potential revenues to be derived from Master
Subleases which may hereafter be entered into at the Sites, and (ii) the amounts
of such revenues and potential revenues may be taken into account in the
calculation of the Buyer's direct damages suffered by reason of the Seller's
default, or breach of warranty or representation, hereunder.

(d) The amount of any Losses shall be
determined net of any insurance proceeds actually received by the Indemnitee
with respect to the matter giving rise to the indemnified claim.

11.5. PAYMENT UNDER INDEMNIFICATION PROVISIONS.
The Buyer shall have the right to offset any amounts due to it from the Seller
under Section 11.1 of this Agreement from any amounts the Buyer may be obligated
to pay to the Seller under any provision of this Agreement. This right of the
Buyer shall not be considered exclusive, and the Buyer shall have the right to
collect any amounts due from the Seller under Section 11.1 by whatever means are
available under law or in equity.

11.6. INDEMNIFICATION SOLE REMEDY. The Buyer
acknowledges and agrees that, in the absence of fraud or the willful misconduct
on the part of the Seller, its sole and exclusive remedy with respect to any and
all monetary claims or losses

<PAGE>

arising from any breach of representations or warranties under this Agreement
shall be pursuant to the indemnification provisions set forth in this Section
11.

12. TERMINATION OF AGREEMENT.

12.1. TERMINATION. This Agreement may be
terminated prior to the Closing as follows:

(a) by either party, if the other party has
breached any material representation, warranty, covenant or agreement contained
in this Agreement and such breach would constitute a failure of a closing
condition set forth in Section 7 (in the case of a breach by the Seller) or 8
(in the case of breach by the Buyer), which breach cannot reasonably be, or is
not, cured by the Closing Date;

(b) by either party, if the Closing Date
shall not have occurred before February 15, 2001, for any reason other than the
failure of the party purporting to terminate this Agreement to perform its
obligations hereunder;

If this Agreement so terminates, it shall become null and void and have no
further force or effect, except as provided in Section 12.2.

12.2. SURVIVAL AFTER TERMINATION. If this
Agreement terminates pursuant to Section 12.1, it shall become null and void and
have no further force or effect, except that any such termination shall be
without prejudice to the rights of each party on account of the nonsatisfaction
of the conditions set forth in Sections 7 and 8 resulting from the intentional
or willful breach or violation of the representations, warranties, covenants or
agreements of the other party under this Agreement. Notwithstanding anything in
this Agreement to the contrary, Sections 2.3, 2.4, 6.3, 6.4, 12.3, 13.5 and 13.8
shall survive any termination of this Agreement.

12.3. REMEDIES UPON DEFAULT.

(a) The Seller and the Buyer agree that if
the Buyer shall default in performing its obligations under this Agreement and
the conditions set forth in Section 7 have been satisfied (or, in the case of
Closing deliveries, the Seller is ready, willing and able to deliver the same)
on the date upon which the Closing is to occur pursuant to Section 3 or if this
Agreement is terminated by the Seller pursuant to Section 12.1(a), the Seller
shall be entitled as its sole remedy (including, without limitation, in respect
of any breach of the representation contained in Section 5.2) to receive the
Initial Deposit and the Income from the Escrow Agent (and in such event the
parties agree to give written notice to the Escrow Agent instructing it to
deliver the Initial Deposit and the Income to the Seller) (or, in the case of
the Additional Deposit, to retain the same) as liquidated damages, and not as a
penalty. The Buyer and the Seller agree

<PAGE>

that the Deposit is a reasonable estimate of the Seller's damages in the event
of the Buyer's default.

(b) If, on the date upon which the Closing
is to occur pursuant to Section 3, the conditions to the obligation of the Buyer
to close title as set forth in Section 7 have not been fulfilled on account of
the willful breach by the Seller of any representation or warranty or the
default by the Seller in the performance of any covenant hereunder and the
Closing shall not occur as a result thereof, or if this Agreement is terminated
by the Buyer pursuant to Section 12.1(a), then (i) the Initial Deposit and the
Income shall be returned to the Buyer by the Escrow Agent (and in such event the
parties agree to give written notice to the Escrow Agent instructing it to
deliver the Initial Deposit and the Income to the Buyer), (ii) the Seller shall
repay the Additional Deposit to the Buyer as provided in Section 2.4, (iii) the
Seller shall reimburse the Buyer for all out-of-pocket fees and expenses
incurred or paid by or on behalf of the Buyer in connection with this Agreement
or the consummation of the Contemplated Transactions, including all filing fees
and all fees and expenses of counsel, commercial banks, investment banking
firms, accountants, experts, environmental consultants and other consultants to
the Buyer, and (iv) the Buyer shall be entitled to pursue, at its election, any
other right or remedy available at law or in equity.

(c) If the Closing does not occur for any
reason other than those specified in Sections 12.3(a) or 12.3(b), then (i) the
Initial Deposit and the Income shall be returned to the Buyer by the Escrow
Agent (and in such event the parties agree to give written notice to the Escrow
Agent instructing it to deliver the Initial Deposit and the Income to the
Buyer), and (ii) the Seller shall repay the Additional Deposit to the Buyer as
provided in Section 2.4.

12.4. SURVIVAL. The provisions of this Section 12
shall survive the Closing or any termination of this Agreement.

13. MISCELLANEOUS.

13.1. CERTAIN DEFINITIONS. As used in this
Agreement, the following terms have the following meanings:

"AFFILIATE" means, with respect to any person, any other person
controlling, controlled by or under common control with, such person.

"ANTENNA SITE LEASING BUSINESS" means the Seller's business of (i)
leasing and subleasing to telecommunications companies, or acting as the agent
of, or otherwise providing services (including, without limitation, consulting
services) to, property owners in connection with the leasing or subleasing to
telecommunications companies of, space on rooftops, vacant land and other
properties for the installation, operation and maintenance of wireless
communications antennas and other telecommunications equipment and (ii)
providing other services incidental to the business described in clause (i).

<PAGE>

"BUSINESS MATERIAL ADVERSE EFFECT" means any change, circumstance or
effect which, individually or in the aggregate together with any other such
changes, circumstances or effects, has had or would reasonably be expected to
cause a material adverse change in, or have a material adverse effect on, the
Master Leases or Master Subleases, taken as a whole.

"CDS BUSINESS" means the Seller's proposed business of installing (or
managing for building owners the installation of) in-building broadband
centralized distribution systems in office and other properties and then leasing
(or acting as agent of building owners in connection with the leasing of)
capacity on those systems to telecommunications companies.

"CODE" means the Internal Revenue Code of 1986, as amended.

"DOCUMENTS" means documents, Contracts, instruments, certificates,
notices, consents, affidavits, letters, telegrams, telexes, statements,
schedules (including Schedules to this Agreement), exhibits (including Exhibits
to this Agreement) and any other papers whatsoever.

"ENVIRONMENT" means navigable waters, waters of the contiguous zone,
ocean waters, natural resources, surface waters, ground water, drinking water
supply, land surface, subsurface strata, ambient air, both inside and outside of
buildings and structures, man-made buildings and structures, and plant and
animal life on earth.

"LIEN" means any lien, pledge, mortgage, deed of trust, security
interest, claim, lease, license, charge, option, right of first refusal, right
of first offer, easement, servitude, transfer restriction, restrictive covenant,
encroachment, encumbrance or any other restriction or limitation whatsoever.

"OCCUPANT SERVICES" means (i) the Seller's business of leasing and
subleasing to telecommunications companies, or acting as the agent of, or
otherwise providing services (including, without limitation, consulting
services) to, property owners in connection with the leasing or subleasing to
telecommunications companies of, the right to deploy equipment in buildings or
other properties in order to offer telephony, internet, video, data and other
telecommunications services to the tenants and occupants of such building or
other properties, whether such activities of the Seller are effected through
leases, subleases, management agreements, servicing agreements or otherwise, and
(ii) providing other services incidental to the business described in clause
(i).

"OCCUPANT SERVICES BUSINESS" means the Seller's business of providing
Occupant Services.

"PERSON" means any individual, corporation, partnership, firm, joint
venture, limited liability company, association, joint-stock company, trust,
unincorporated organization, Governmental Body or other entity.

<PAGE>

"PROPERTY" or "PROPERTIES" means real, personal or mixed property,
tangible or intangible.

"SUBSIDIARY" means as to any person, any corporation 50% or more of the
outstanding voting power of which, or any partnership, joint venture or other
entity 50% or more of the total equity interest of which, is directly or
indirectly owned by such person.

"TAXES" means all taxes, charges, fees, levies or other assessments,
including deficiencies, interest, additions to tax and penalties with respect
thereto, imposed by any United States federal, state or local taxing authority
or by any foreign taxing authority, including, but not limited to, income, gross
receipts, excise, property, sales, transfer, payroll, license, ad valorem, value
added, withholding, social security, national insurance (or other similar
contributions or payments), franchise and other taxes.

"TAX RETURNS" means all federal, state, local, and foreign tax returns,
declarations, statements, reports, schedules, forms, and information returns and
any amended Tax Returns relating to Taxes.

"U.S. BUSINESS" means the Antenna Site Leasing Business, the
Occupant Services Business and the CDS Business, to the extent relating to
properties in the United States.

13.2. NOTICES. Any notice or other
communication required or permitted hereunder shall be in writing and shall
be delivered personally, sent by facsimile transmission or sent by certified,
registered or express mail, postage prepaid, return receipt requested. Any
such notice shall be deemed given when so delivered personally or sent by
facsimile transmission or, if mailed, five days after the date of deposit in
the United States mails, as follows:

(i) if to the Buyer, to:

Apex Site Management, Inc.
c/o SpectraSite Communications, Inc.
100 Regency Forest Drive, Suite 400
Cary, North Carolina 27511

Attention: General Counsel
Telephone: (919) 468-0112
Facsimile: (919) 468-8522

<PAGE>

and to:

Apex Site Management, Inc.
555 North Lane, Suite 6138
Conshohocken, Pennsylvania 19428

Attention: Mr. Marc C. Ganzi,
President
Telephone: (610) 260-3106
Facsimile: (610) 260-3132

with a copy to:

Paul, Weiss, Rifkind, Wharton &
Garrison
1285 Avenue of the Americas
New York, New York 10019-6064

Attention: Mitchell L. Berg, Esq.
and Bruce A.
Gutenplan, Esq.

Telephone: (212) 373-3000
Facsimile: (212) 757-3990

(ii) if to the Seller, to:

U.S. RealTel, Inc.
555 West Madison Street,
Atrium Level South
Chicago, Illinois 60661

Attention: Perry H. Ruda
Telephone: (312) 775-8900
Facsimile: (312) 756-9016

with a copy to:

Sachnoff & Weaver, Ltd.
30 South Wacker Drive, 29th Floor
Chicago, Illinois 60606

Attention: Seth M. Hemming, Esq.
Telephone: (312) 207-6477
Facsimile: (312) 207-6400

Any party may by notice given in accordance with this Section to the other
parties designate another address or person for receipt of notices hereunder.

13.3. ENTIRE AGREEMENT. This Agreement (including
the Exhibits and Schedules) and any collateral agreements executed in connection
with the

<PAGE>

consummation of the Contemplated Transactions (including, without limitation,
the Confidentiality Letter (as hereinafter defined)) contain the entire
agreement among the parties with respect to the transactions contemplated hereby
and supersede all prior agreements, written or oral, with respect thereto. In
entering into this Agreement, the Seller and the Buyer acknowledge that they
have relied, and shall be entitled to rely, solely upon the representations and
warranties made in this Agreement or in any of the Schedules or Exhibits annexed
to this Agreement or delivered in connection the Contemplated Transactions,
subject in each case to any limitations contained in this Agreement.

13.4. WAIVERS AND AMENDMENTS; NON-CONTRACTUAL
REMEDIES. This Agreement may be amended, superseded, canceled, renewed or
extended, and the terms hereof may be waived, only by a written instrument
signed by the Buyer and the Seller or, in the case of a waiver, by the party
waiving compliance. No delay on the part of any party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall any
waiver on the part of any party of any such right, power or privilege, nor any
single or partial exercise of any such right, power or privilege, preclude any
further exercise thereof or the exercise of any other such right, power or
privilege. The rights and remedies herein provided are cumulative and are not
exclusive of any rights or remedies that any party may otherwise have at law or
in equity.

13.5. GOVERNING LAW. This Agreement shall be
governed and construed in accordance with the laws of the State of New York
applicable to agreements made and to be performed entirely within such State.

13.6. REPORTING PERSON. If the Contemplated
Transactions are subject to Section 6045 of the Internal Revenue Code of 1986,
as amended, and the regulations promulgated thereunder, Jordan Glazov is hereby
designated as the "Reporting Person" pursuant to said Section 6045.

13.7. WAIVER OF JURY TRIAL. THE PARTIES HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THAT EITHER PARTY MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT
OF, UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR THE CONTEMPLATED
TRANSACTIONS.

13.8. CONFIDENTIALITY. The Buyer and the Seller
hereby agree that the terms of that certain Confidentiality Letter dated
June 13, 2000 (the "CONFIDENTIALITY LETTER") are incorporated herein by
reference.

13.9. BINDING EFFECT; ASSIGNMENT. This Agreement
shall be binding upon and inure to the benefit of the parties and their
respective successors and legal representatives. This Agreement is not
assignable except by operation of law, except that the Buyer may assign its
rights hereunder to any of its affiliates, to any successor to all or
substantially all of its business or assets or for collateral purposes only to
any bank or other financial institution which becomes a lender to Parent.

<PAGE>

13.10. COUNTERPARTS. This Agreement may be
executed by the parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such counterparts shall
together constitute one and the same instrument. Each counterpart may consist of
a number of copies hereof each signed by less than all, but together signed by
all of the parties hereto.

13.11. EXHIBITS AND SCHEDULES. The Exhibits and
Schedules are a part of this Agreement as if fully set forth herein. All
references herein to Sections, Exhibits and Schedules shall be deemed references
to such parts of this Agreement, unless the context shall otherwise require.

13.12. HEADINGS. The headings in this Agreement
are for reference only, and shall not affect the interpretation of this
Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement
on the date first above written.

BUYER:

APEX SITE MANAGEMENT, INC.

By: /s/ Marc C. Ganzi
---------------------------------
Name: MARC C. GANZI
Title: PRESIDENT

Buyer's EIN: 23-2953561

SELLER:

U.S. REALTEL, INC.

By: /s/ Jordan Glazov
---------------------------------
Name: Jordan Glazov
Title: President

Seller's EIN: 36-4360426

<PAGE>

DESIGNATED INDIVIDUALS:

PERRY RUDA: Executing with respect
to the provisions of Sections 1.1(b), 2.4 and 7.4(b)

/s/ Perry H. Ruda
------------------------
Perry Ruda

JORDAN GLAZOV: Executing with respect
to the provisions of Sections 1.1(b), 2.4, 7.2, 7.4(b)
and 13.6

/s/ Jordan Glazov
------------------------
Jordan Glazov

PARENT:

Executing with respect to the
representations and warranties
contained in Section 5.2

SPECTRASITE HOLDINGS, INC.

By: /s/ Adam Stulberger
------------------------
Name: Adam Stulberger
Title: Chief Development Officer