CIO Employment Offer - Massoud Sedigh

TOWERS INC.April 30, 2003Massoud Sedigh17407 Borough LaneSpring, Texas 77379Dear Massoud:Pinnacle Towers Inc. is pleased to confirm our offer and your acceptance ofemployment for the position of Chief Information Officer, reporting to David J.Grain, President. Your duties and responsibilities will be those described toyou during your recent interview with Mr. Grain. This letter will confirm ourunderstanding and agreement with respect to principal details of youremployment.As discussed, your employment will begin on Monday, May 12, 2003. This is anexempt position, for which you will be compensated at a rate of $200,000.00annually and paid on a semi-monthly (twice a month) basis. In addition, you willreceive an employment incentive in the amount of $50,000 gross, payable on thefirst pay period of employment to assist you in relocating to the Sarasota,Florida area. The Company will also provide you with temporary livingaccommodations during the introductory or probationary period. If youvoluntarily terminate your employment for any reason except by death ordisability within a twelve month period from date of employment, you willreimburse the Company at the rate of one-twelfth (1/12) of the total employmentincentive contemplated above for each month you are not employed during thetwelve month period. This information is confidential and should not bediscussed with anyone other than your manager, Mr. Grain. Applicable federal,state and local taxes will be withheld from each paycheck, as will be anyadditional deductions you choose to make. An annual review will also beconducted after twelve (12) months of continuous employment.In the event your employment is terminated by the Company for non-cause, youwill receive six months Base Salary and benefits under COBRA (once elected).Subject to Board confirmation, you will be granted an option to purchase thatnumber of shares of the common stock of the Company (the "Shares") representinghalf of one percent (.5%) of the total outstanding common shares of the Companyas of the date hereof (the "Option") with one half of the Shares underlying theOption having an Exercise Price per Share of $10 (the "$10 Shares") and one halfof the Shares underlying the Option having an Exercise Price of $20 (the "$20Shares, and together with the $10 Shares, the "Option Shares"). In addition, atmy sole discretion, after one year of service, you may be eligible to receive anadditional grant of options represent ...