
                             GROUND LEASE AGREEMENT

                           _____________________ SITE

THIS GROUND LEASE AGREEMENT (this  "Agreement" or this "Lease"),  made this ____
day of ________________ , ______, between South Carolina Electric & Gas Company,
a South  Carolina  corporation  (hereinafter  designated  as LANDLORD) and SCANA
Communications,  Inc., a South Carolina corporation  (hereinafter  designated as
TENANT) (hereinafter collectively designated as the "Parties").

     In consideration of the mutual covenants contained herein, and intending to
be legally bound, LANDLORD and TENANT agree as follows:

     1.  Premises:  LANDLORD  hereby  leases to TENANT  and TENANT  leases  from
LANDLORD a site (the  "Leased  Property")  within  that  certain  parcel of real
property  (the  "Tract")  situated in the County of  __________,  State of South
Carolina, being more particularly described as the _______________________ Site,
together with ingress and egress for  pedestrian  and vehicular  use. The Leased
Property and ingress and egress area are more fully described in Exhibit "A" and
on Exhibit "B" which are both attached hereto and made a part hereof.

     LANDLORD  hereby  grants to TENANT the right to survey the Leased  Property
and  Tract,  and upon such  action  by  TENANT  and  approval  of the  survey by
LANDLORD,  this Agreement may be amended to substitute the legal  description of
the Leased  Property  prepared  from said survey for Exhibit "B" as long as such
amendment reflects a legal description of substantially the same size, shape and
description  of the previous  property  description  of the Leased  Property and
Tract.

     2.  Term:  This  Agreement  shall  commence  on the date  hereof  and shall
terminate  after a period of six  months  unless  TENANT  initiates  the  Rental
Commencement   Date  as  defined  below.   Should  TENANT  initiate  the  Rental
Commencement  Date,  this Agreement shall continue in effect for an initial term
("Initial  Term") of five years from that date subject to termination  rights of
LANDLORD as described in this Agreement.

     Thereafter,  this  Agreement  shall  continue  in force and effect upon the
terms and conditions  contained  herein for four additional  terms of five years
each  (collectively,  the "Extension  Terms" and,  individually,  the "Extension
Term") unless TENANT provides to LANDLORD, written notice of its intention no to
renew this  Agreement at least 90 days before the expiration of the Initial Term
or any Extension Term. Except as provided in Paragraph 3 of this Agreement,  all
terms and  conditions  of this  Agreement  shall remain in full force and effect
during the Extension Terms.

     If, at the end of the last  Extension  Term,  this  Agreement  has not been
terminated  by written  notice of either party at least 90 days prior to the end
of such term, or has not otherwise been terminated pursuant to the terms of this
Agreement,  this  Agreement  shall  be  deemed  further  extended  upon the same
covenants,  terms and  conditions for a further term of one year, and for annual
terms  thereafter  (collectively,  the  "Annual  Terms" and,  individually,  the
"Annual  Term"),  until  terminated  by either party upon written  notice to the
other of its intention to so terminate at least 90 days prior to the end of such
Annual Term or as otherwise  provided  herein.  The Initial Term,  the Extension
Terms,  and the Annual  Terms are  hereinafter  collectively  referred to as the
"Term."

     3. Rent: The Rental  Commencement  Date shall be the date upon which TENANT
begins construction of the Communications Facility. The Parties will execute the
Statement of Rental  Commencement  Date attached as Exhibit C hereto in order to
document the Rental Commencement Date. During the Initial Term, TENANT shall pay
an  annual   rental   payment   of   _________________________________   Dollars
($_______.00)  to be paid in equal monthly  installments  on or before the first
day of each  month in said term to  LANDLORD  or to such other  person,  firm or
place as  LANDLORD  may,  from time to time,  designate  in writing to TENANT at
least 30 days in advance of any rental  payment date.  The annual rental for the
first  five  year   Extension  Term  shall  be   _____________________   Dollars
($________.00),    the   second    five   year    Extension    Term   shall   be
_______________________  Dollars  ($________.00),  the third five year Extension
Term shall be Seven Thousand Three Hundred Dollars  ($7,300.00),  and the fourth
five   year   Extension   Term   shall   be   ________________________   Dollars
($_________.00),  each to be paid in equal monthly installments on or before the
first day of each month in said term to LANDLORD or to such other person,  firm,
or place as LANDLORD may, from time to time, designate in writing to TENANT. The
annual rental during the Annual Term(s), if any, shall be equal to the rent paid
for the last full year of the last Extension Term or last Annual Term, whichever
is more recent,  multiplied by 1.15, to be paid in equal monthly installments on
the first day of each month in said term,  in  advance,  to  LANDLORD or to such
other person,  firm,  or place as LANDLORD  may, from time to time  designate in
writing to TENANT at least 30 days in advance of any rental payment date.

     TENANT  shall have the option of paying the annual  rental  payment for the
Initial Term,  the Extension  Terms,  and the Annual Term(s) as a lump sum on or
before the first day of the Initial Term or each anniversary  thereof during the
Initial  Term,  or the  first  day of each  Extension  Term or each  anniversary
thereof during such Extension  Term, or on the first day of each Annual Term, as
applicable. Annual rental payments made lump sum as provided shall be reduced by
6% as a discount for lump sum payment.  Rent for any  partially  leased month or
year during the Term shall be pro-rated  based on the number of days of the Term
in said month or year, as applicable.  In the event of early  termination of any
Term for any reason  except  Tenant's  breach,  LANDLORD  shall have the duty to
reimburse  pre-paid rent for the unexpired  portion of any pre-paid Term,  which
duty shall survive termination of this Lease.

     4. Use: Subject to the provisions  regarding  interference  with LANDLORD'S
operations set forth in this Agreement,  and only with prior, close coordination
with  LANDLORD,   TENANT  may  use  the  Leased  Property  for  the  purpose  of
constructing,  maintaining,  operating, and leasing space to third parties on or
at, a  communications  facility  (the  "Communications  Facility")  and for uses
incidental thereto.  Specifically,  TENANT shall have the right, at its expense,
to construct or otherwise erect such  improvements  that TENANT now or hereafter
deems  necessary  or  desirable  on all  or any  part  of the  Leased  Property,
including, without limitation:

     a.   a tower  constructed  in  accordance  with the  Electronic  Industries
          Association (EIA) standard TIA-EIA 222-F;

     b.   buildings to shelter telecommunications equipment;

     c.   generators;

     d.   a security fence;

     e.   subject to prior LANDLORD written  approval,  improvements on any part
          of the ingress and egress area for purposes of adequate  access.  (The
          foregoing   improvements   to  the  Leased  Property  are  hereinafter
          collectively referred to as the "Improvements").

         LANDLORD  agrees that some of the  Improvements  may be  constructed or
placed on the Leased  Property by sublessees of TENANT,  although TENANT will be
responsible  for all such  activities.  LANDLORD also agrees that  sublessees of
TENANT,  at their own risk or at the risk of  TENANT,  may  place,  operate  and
maintain antennas, dishes,  transmitters,  receivers, and other equipment on the
Leased Property.

         TENANT must provide to LANDLORD prior to any construction, erection, or
placement of Improvements,  equipment,  or facilities on the Leased Property, an
initial construction plan ("Plan") which describes the Improvements,  equipment,
and/or  facilities  to be placed  upon the  Leased  Property.  TENANT  shall not
further burden the Leased Property or add facilities or perform/arrange  for the
performance of further  construction,  placement,  and/or erection of facilities
(Additional  Facilities")  other than those  described in the initial Plan until
(a) TENANT has informed  LANDLORD in writing of such  Additional  Facilities and
(b)  LANDLORD  has  provided to TENANT  written  consent  for the  construction,
placement, and/or erection of such Additional Facilities.

         LANDLORD shall cooperate with TENANT to obtain utility services for the
Leased Property.  TENANT shall be solely  responsible for and shall promptly pay
all charges for  utilities  serving the Leased  Property and for the cost of the
installation, maintenance, and repair of all utility meters associated with such
utility service.

         LANDLORD grants TENANT and its employees,  agents,  contractors  and/or
sublessees  ingress  and egress to,  over,  across and  through the Tract as are
reasonably  required  (and so long as such ingress and egress does not interfere
with LANDLORD'S  operations) for construction,  installation,  maintenance,  and
operation  of the  Improvements,  said ingress and egress to be located with the
approval of LANDLORD.

         LANDLORD grants TENANT the right to clear trees, undergrowth,  or other
obstructions  and to trim,  cut,  and keep  trimmed and cut tree limbs which may
interfere  with  or  fall  upon  TENANT'S   tower,   the   Improvements  or  the
Communications Facilities,  providing,  however, that TENANT does not remove any
vegetation  intended as vegetative  screening at or around  LANDLORD'S  facility
without specific permission of LANDLORD.

         Upon  termination  of  this  Lease,   TENANT  shall,  within  180  days
thereafter,   upon  written  request  by  LANDLORD,  remove  such  Improvements,
including its personal property and other fixtures as requested by LANDLORD, and
restore the Leased  Property as near as  practical  to its  original  condition,
vegetation removed for construction purposes,  utility lines, roadways,  paving,
and normal wear and tear excepted.  This obligation shall survive termination of
this Lease.  Notwithstanding  the above,  LANDLORD retains the right to purchase
from TENANT or lease from TENANT any  Improvements on the Leased Property at the
time of  termination  of this  Agreement.  If LANDLORD  elects to  purchase  the
Improvements,  then  such  Improvements  will  be  valued  at  that  time at the
then-current  book value.  Any other purchase or lease terms shall be negotiated
by LANDLORD and TENANT a the time of termination of this Agreement.

         5. Regulatory  Compliance.  TENANT  represents that it is familiar with
all  applicable  rules and  regulations of the Federal  Aviation  Administration
("FAA"), the Federal Communications Commission ("FCC"), and all other government
and regulatory bodies having jurisdiction over the subject matter hereof. TENANT
expressly  agrees to comply  fully with all such rules and  regulations.  TENANT
further agrees that the Communications Facility and all Improvements will comply
fully with all such rules and regulations.  TENANT  understands that LANDLORD is
not in the  business of  constructing  and  operating  facilities  such as those
contemplated herein and is not, and will not, be as familiar with the applicable
rules and  regulations,  and  consequently,  TENANT  accepts full and  exclusive
responsibility for compliance hereunder.

         6.  Liability and Indemnity:  TENANT agrees to compensate  LANDLORD for
damages  and  to  indemnify  and to  hold  LANDLORD  harmless  from  all  claims
(including,  but not limited to, property damages and personal injury, including
death),  including costs and expenses of defending  against such claims, as well
as fines and penalties imposed by government and regulatory agencies,  including
but not limited to the FAA and FCC,  through  counsel  designated  by TENANT and
approved by LANDLORD,  arising or alleged to arise  directly or indirectly  from
the occupation or use of the Leased  Property by TENANT or its  sublessees;  the
use or failure of the Communications  Facility and/or the Improvements by TENANT
or its  sublessees;  any  action or  activity  of  TENANT'S  agents,  employees,
contractors or sublessees; or the breach of this Lease by TENANT.

         LANDLORD  agrees to compensate  TENANT for damages and to indemnify and
hold TENANT  harmless from all claims  (including,  but not limited to, property
damages and personal injury,  including death),  including costs and expenses of
defending  against  such claims  through  counsel  designated  by  LANDLORD  and
approved  by  TENANT,  arising or  alleged  to arise  solely  from acts of gross
negligence or willful  misconduct  of LANDLORD,  LANDLORD'S  agents,  employees,
contractors,  or other  tenants  of  LANDLORD  occurring  in or about the Leased
Property or the Tract or arising out of any breach of this Lease by LANDLORD.

         The indemnities described in this Paragraph 5 shall survive termination
of this Lease.

         Notwithstanding any other provision of this Lease, neither LANDLORD nor
TENANT shall be liable for lost profits of the other  party,  the other  party's
customers or sublessees, or any other person or entity in any event or under any
circumstances,  whether arising from damage to the Communications  Facility, the
Improvements  or otherwise,  and each party hereto shall  indemnify and hold the
other harmless therefrom.  There are no intended third party beneficiaries under
this Paragraph or this Agreement.

         THE  PARTIES  UNDERSTAND  THAT  LANDLORD  WOULD  NOT  ENTER  INTO  THIS
AGREEMENT EXCEPT THAT IT IS CLEARLY UNDERSTOOD THAT LANDLORD SHALL NOT BE LIABLE
TO  TENANT,  TENANT'S  SUBLESSEES,  OR ANY  OTHER  PERSON  OR  ENTITY,  FOR  ANY
CONSEQUENTIAL  DAMAGES ARISING FROM ANY CAUSE WHATSOEVER.  In the event that any
third  party,  including  any  sublessee of TENANT,  obtains a judgment  against
LANDLORD  for  consequential  damages,  then in that  event,  TENANT  agrees  to
indemnify LANDLORD pursuant to the foregoing paragraphs.

         7.       Defaults and Remedies:

     A. Notwithstanding anything in this Lease to the contrary, TENANT shall not
be in default under this Lease until:

     (i)  Fifteen  days after  actual  receipt of written  notice  thereof  from
Landlord  of the  non-payment  of rent or other  sums under  this  Lease,  which
nonpayment  is not  cured  within  said  time,  provided  that not more than two
payments  during any twelve  month  period may be late  without  constituting  a
default; or

     (ii)  Thirty  days after  actual  receipt  of  written  notice of any other
default from  Landlord  which  default is not cured within said time;  provided,
however,  where any such default cannot  reasonably be cured within said period,
TENANT shall not be deemed to be in default under this Lease if TENANT commences
to cure such default within said period and thereafter  diligently  pursues such
cure to completion.

     In the event of TENANT default,  LANDLORD may, at LANDLORD'S  option,  cure
TENANT'S default at TENANT'S  expense or terminate this Lease without  affecting
its rights to demand,  sue for,  and collect  all of its damages  arising out of
TENANT'S failure to comply.

     B. Notwithstanding  anything in this Lease to the contrary,  LANDLORD shall
not be in default under this Lease until 30 days after actual receipt of written
notice of any breach from  TENANT,  which  breach is not cured within said time;
provided, however, where any such default cannot reasonably be cured within said
period,  LANDLORD  shall not be  deemed to be in  default  under  this  Lease if
LANDLORD  commences  to cure such  default  within  said  period and  thereafter
diligently pursues such cure to completion.  In the event of LANDLORD's default,
TENANT may, at TENANT'S option,  cure LANDLORD's  default at LANDLORD's  expense
(which expense may, at TENANT'S option, be deducted from rent) or terminate this
Lease without  affecting  its rights to demand,  sue for, and collect all of its
damages arising out of LANDLORD's failure to comply.

     C. The rights and  remedies  stated in this  Lease are not  exclusive.  The
parties,  in the event of a default under this Lease,  are entitled to terminate
this Lease or pursue any of the remedies  provided in this Lease,  by law, or by
equity  subject  to  any  limitations  contained  herein.   Notwithstanding  any
provision of this Agreement, both LANDLORD and TENANT agree and acknowledge that
the only entity  with a right of action  against  LANDLORD  under or pursuant to
this Agreement is the TENANT and not any other third party.

     D. No course of dealing  between  the parties or any delay on the part of a
party to  exercise  any right it may have under this  Lease  shall  operate as a
waiver of any of the rights  hereunder or by law or equity  provided,  nor shall
any waiver of any prior default operate as the waiver of any subsequent default;
and no express  waiver  shall  affect any term or  condition  other than the one
specified in such waiver, and that one only for the time and manner specifically
stated.

     8. Insurance:  TENANT,  at its expense,  shall maintain in force during the
Term a  combined  single  limit  policy of bodily  injury  and  property  damage
insurance,  with a limit of not less than  $1,000,000.00  insuring  LANDLORD and
TENANT against all liability arising out of the use,  occupancy,  or maintenance
of  the  Leased  Property  and  appurtenant  areas  by  TENANT,   including  the
Communications  Equipment  and the Tower.  A  certificate  of insurance  will be
provided if requested.

         9. Taxes:  TENANT shall pay annually during the Term an amount equal to
any  increase  in  LANDLORD's  real  estate  taxes,  and such other  assessments
directly  attributable  to any Improvement to the Leased Property made by TENANT
or TENANT'S sublessees.  If such tax is paid by LANDLORD, TENANT shall reimburse
LANDLORD  for the  amount of any such tax  payment  within 60 days of receipt of
sufficient  documentation indicating the amount paid and calculation of TENANT'S
pro-rata  share;  such  documentation  shall  be  deemed  sufficient  only if it
definitively  evidences that portion of the tax increase arising directly out of
the  Improvement  such  as,  by way of  example,  the  relevant  tax  assessor's
designation of the value of such  Improvement.  Upon written  request by TENANT,
LANDLORD shall furnish  evidence of payment of all taxes and  assessments on the
Tract.

     10. Sale of the Tract:  Should  LANDLORD at any time during the Term decide
to sell or lease all or any part of the Tract,  LANDLORD  shall  provide  TENANT
with written notice of the name,  telephone number,  and address of the proposed
purchaser or tenant not less than 60 days prior to the date of the  consummation
of such sale or lease and such sale or lease  shall be subject to this Lease and
TENANT'S rights hereunder.

     11.  LANDLORD's Use of the Leased  Property.  LANDLORD hereby reserves unto
itself, its successors and assigns, the right to use the Leased Property for any
purpose or use which does not  unreasonably  interfere  with the rights and uses
granted to TENANT herein;  specifically,  LANDLORD reserves the right to install
over,  under,  across and through the Leased Property created by this instrument
such electric,  gas or communications lines,  roadways, and any other facilities
as LANDLORD  may deem  necessary or advisable or desirable in or for the conduct
of its business.

     12. Covenant of Quiet Enjoyment: LANDLORD covenants that TENANT shall, upon
paying the rent and  observing  the other  covenants  herein upon its part to be
observed,  and subject always to the needs of LANDLORD regarding its operations,
peaceably and quietly hold and enjoy the Leased Property during the Term without
hindrance,  ejection  or  molestation  by  LANDLORD  or  any  person  or  entity
whomsoever subject to LANDLORD'S rights of termination.  LANDLORD covenants that
LANDLORD  is seized of good and  sufficient  title and  interest  to the  Tract,
including the Leased Property,  and has full authority to enter into and execute
and perform this Agreement.

     13. Subordination and Non-Disturbance: At LANDLORD's option, this Agreement
shall be  subordinate  to any deed to secure  debt,  deed of trust,  mortgage or
similar instrument (collectively "Mortgage") by LANDLORD which from time to time
may encumber all of part of the Leased Property;  provided,  however, the holder
of every such Mortgage  shall  recognize  the validity of this  Agreement in the
event of a foreclosure  of LANDLORD's  interest and TENANT'S  right to remain in
occupancy  of the  Leased  Property  as long as TENANT is not in default of this
Agreement  by  executing  a  non-disturbance  agreement  in  a  form  reasonably
acceptable to TENANT, which action shall constitute a condition precedent to the
effectiveness  of such  subordination.  TENANT shall  execute in a timely manner
whatever   instruments   as  may   reasonably   be  required  to  evidence  this
subordination clause.

     14. Hazardous Substances:  In the event Hazardous Substances,  as said term
is hereinafter defined, are discovered on, in or under the Leased Property as of
the date of commencement  of this Lease or hereafter,  except as a result of any
act or omission of TENANT or any third party, LANDLORD, at its sole expense, may
elect to institute and complete all proper,  requisite  and thorough  procedures
for the removal of such Hazardous  Substances in accordance  with all applicable
laws, rules, ordinances, and regulations (the "Removal").  Unless such Hazardous
Substances  are  deposited  in,  on, or under the Leased  Property  by an act or
omission of TENANT or any third party,  LANDLORD shall indemnify and hold TENANT
harmless against any claims arising out of such Hazardous Substances,  including
all of  TENANT'S  attorneys'  fees and  costs,  which  indemnity  shall  survive
termination of this Lease (the "Indemnity").  TENANT assumes full responsibility
for  insuring  that its use of the  Leased  Property  and the use of the  Leased
Property by  sublessees/assignees  will not result in  contamination of or other
impairment of the  environmental  values of it or the surrounding  area.  TENANT
agrees to fully protect,  indemnify and hold LANDLORD  harmless from and against
any and all claims for  natural  resource  damages or  environmental  impairment
resulting  directly or indirectly from TENANT'S use of the Leased  Property.  In
the event  Hazardous  Substances  are  discovered  on,  in or under  the  Leased
Property  solely as a result of any act or omission of TENANT,  TENANT  shall be
obligated  immediately to conduct the Removal with respect to and to provide the
Indemnity to LANDLORD as to claims arising out of such Hazardous Substances. Any
violation  of  these   prohibitions   shall,   in  addition  to  the  provisions
hereinabove,  render  TENANT liable to LANDLORD for any costs,  including  legal
fees, incurred by LANDLORD in regards to any resulting  citations,  penalties or
claims  of  any  and  all  governmental  agencies  having  responsibilities  for
environmental  matters,  and for any natural resource damage resulting from such
violation.  In the event Hazardous Substances are discovered on, in or under the
Leased   Property   solely  as  a  result  of  any  act  or   omission   of  any
sublessee/assignee, such sublessee/assignee(s) shall be obligated immediately to
conduct the Removal with respect to and to provide the  Indemnity to LANDLORD as
to claims  arising out of such  Hazardous  Substances.  Any  violation  of these
prohibitions  shall,  in addition  to the  provisions  hereinabove,  render such
sublessees/assignees  liable to LANDLORD  for any costs,  including  legal fees,
incurred by LANDLORD in regards to any resulting citations,  penalties or claims
of any and all governmental  agencies having  responsibilities for environmental
matters, and for any natural resource damage resulting from such violation.  For
the purposes hereof,  "Hazardous  Substances"  means  pollutants,  contaminants,
toxic or hazardous  substances or wastes, oil or petroleum products,  flammables
or any other substances whose nature and/or quantity of existence, use, release,
manufacture or effect renders it subject to clean up under any Federal, state or
local environmental,  health, community awareness or safety laws or regulations,
now or hereafter  enacted or promulgated by any governmental  authority or court
ruling.

     15.  Assignment  and  Subletting:  TENANT shall not  voluntarily  assign or
encumber its interest in this Lease or in the Leased  Property,  or sublease all
or any part of the Leased  Property,  without  LANDLORD'S prior written consent.
TENANT shall provide written  notification to LANDLORD 30 days prior to any such
assignment  or  subletting.  Any  assignee or successor of TENANT shall agree in
writing to assume and perform all of the terms and  conditions  of this Lease on
TENANT'S  part  to be  performed  from  and  after  the  effective  date of such
assignment and shall enjoy all of the rights and privileges of TENANT under this
Lease,  but  such  assignment  shall  not  operate  to  release  TENANT  of  its
liabilities and obligations arising hereunder after the date of such assignment.

     Notwithstanding anything contained herein to the contrary, TENANT may lease
space on the tower to be  constructed  by it on the Leased  Property,  may grant
easement rights thereto,  and may sublet portions of the Leased Property for the
placement of  communications  equipment and the  construction of  communications
shelters,  to  sublessee  without the consent of LANDLORD.  Nevertheless,  there
shall be  coordination  and  consultation  with LANDLORD  regarding the site and
location of any equipment and communications shelters and access thereto. In the
event  LANDLORD  determines  that such  leasing  and/or  subletting  will  cause
interference with LANDLORD's operations, TENANT will make such accommodations as
are   reasonably   requested  by  LANDLORD  to   eliminate   or  minimize   such
interferences.

     16. Notices:  All notices  hereunder must be in writing and shall be deemed
validly given if sent by certified mail, return receipt requested, or by courier
or by overnight delivery, addressed as follows (or to any other address that the
party to be notified may have designated to the sender by like notice):

                  TENANT:  SCANA Communications, Inc.
                                    440 Knox Abbott Dr.
                                    Suite 240
                                    Cayce, South Carolina 29033

                  LANDLORD:         South Carolina Electric and Gas Company
                                    c/o  Land Department (096)
                                    Columbia, South Carolina 29218

     17.  Tenant  Mortgage:  LANDLORD  covenants  and agrees that,  at all times
during  the  continuance  of this  Agreement,  TENANT  shall  have the  right to
mortgage or convey by deed of trust or other instrument adequate for the purpose
of securing  any bona fide  indebtedness  of TENANT this Lease or the  leasehold
interest of TENANT created hereby,  together with all of TENANT'S  right,  title
and  interest in and to the  Improvements,  and any  equipment,  towers or trade
fixtures placed on the Leased  Property by TENANT,  provided always that no such
mortgage, conveyance or encumbrance, or any foreclosure thereof, or any purchase
thereunder,  shall materially impair or abridge the rights of LANDLORD. LANDLORD
acknowledges  that  any  lien  that  it  may  have  against  such  Improvements,
equipment,  towers,  or trade fixtures  shall be junior and  subordinate to such
lender.  If  requested  by  Tenant  to do  so,  Landlord  shall  execute  a lien
subordination  in the form reasonably  requested by such lender and will provide
such  lender with  notice of a default by TENANT  hereunder  and a right to cure
such  default for 30 days after the receipt of such  notice  (unless  this Lease
provides for a shorter  period of cure, in which case such shorter  period shall
apply).

     18.  Condemnation:  If the whole of the  Leased  Property  or such  portion
thereof as will in TENANT'S sole judgment make the Leased Property  unusable for
the purposes herein leased, are condemned by any legally  constituted  authority
for any public use or  purpose,  then in either of said  events the term  hereby
granted  shall  cease from the time when  possession  thereof is taken by public
authorities, and rental shall be accounted for as between LANDLORD and TENANT as
of that date. Any lesser  condemnation  shall cause the rental payable hereunder
to be reduced by such  percentage  as the area so condemned  bears to the entire
Leased Property. Nothing in this provision shall be construed to limit or affect
TENANT'S right to an award of compensation in any eminent domain  proceeding for
the Improvements or TENANT'S leasehold interest hereunder.

     19.  Tests:  Upon notice to  LANDLORD,  TENANT is hereby given the right to
conduct  surveys,  soil  tests,  radio  coverage  tests,  and any other  test or
investigation  needed in TENANT'S  determination  to or from the Leased Property
and the Tract to determine if the physical  condition of the Leased  Property is
suitable for TENANT'S uses hereunder. TENANT must coordinate with LANDLORD prior
to any  invasive  tests,  to avoid  any  interferences  with  any of  LANDLORD'S
operations.

     20. Termination: TENANT shall have the right to terminate this Lease at any
time upon the occurrence of any of the following events:

     (A) If the  approval  of or  issuance of a license or permit by any agency,
board,  court or other  governmental  authority  necessary for the  construction
and/or operation of the Communications Facility or the Improvements as described
herein  (the  "Approvals")  cannot  be  obtained,  or is  revoked  (unless  such
revocation  is the result of an illegal or improper act on the part of TENANT or
TENANT,  in  TENANT'S  discretion,  determines  that  the cost of  obtaining  or
retaining such Approvals is unreasonable; or

     (B) If TENANT determines,  in its reasonable  discretion  exercised as soon
as such  conditions  became  apparent,  based  upon soil  bearing  tests,  radio
frequency   propagation  tests,  or  interference  with  TENANT'S  reception  or
transmission,  that the Leased Property is inappropriate  for the uses set forth
herein.

     Upon not less than 30 days written  notice of  termination of this Lease by
TENANT  pursuant to the terms of Subsections  (A) or (B) above,  or in the event
that the Approvals  described in Subsection  (A) above have not been received by
TENANT  within 365 days (the  "Cancellation  Date")  from the latest date of the
execution of this Lease by any party (the  "Execution  Date"),  this Lease shall
automatically  terminate  and neither  party  shall have any  further  rights or
obligations arising hereunder, except that TENANT shall have the right to remove
the  Communications  Facility and any Improvements from the Leased Property upon
receiving  consent of LANDLORD to remove  such,  and except for those rights and
obligations  that are to survive the  termination  of this Lease pursuant to the
express terms of this Lease. Notwithstanding the foregoing, LANDLORD retains the
right to purchase or lease any Improvements or facilities on the Leased Property
from TENANT at LANDLORD'S  request.  Following the Execution Date,  TENANT shall
make a  diligent  reasonable  effort to obtain  all of the  Approvals.  LANDLORD
agrees to cooperate  with TENANT in securing all of the Approvals  referenced in
Subsection (A) above so long as said Approvals do not interfere with  LANDLORD'S
operations.  Upon the request of TENANT, LANDLORD shall execute and deliver such
forms  and  applications  as  are  necessary  and  appropriate  to  obtain  such
Approvals.  TENANT  reserves the right to contest and/or  appeal,  to the extent
determined by TENANT in TENANT'S sole  discretion,  any adverse  governmental or
judicial  decision  or  determination  relative  to the  issuance  of  any  such
Approval.  All costs arising out of the  procurement of such Approvals  shall be
borne by TENANT.

     21. Force Majeure:  Neither party shall be liable to the other for any loss
or damage due to the failure or delay in  performance  hereunder  resulting from
any cause beyond such party's reasonable control,  including, but not limited to
acts of God; acts or omissions of civil or military authority; acts or omissions
of the other party hereto; fires; floods;  epidemics;  quarantine  restrictions;
strikes or other labor disputes;  wars or warlike  circumstances;  or compliance
with  applicable   regulations  or  directives  of  national,   state  or  local
governments or any department thereof (except, however, that neither party shall
be relieved from liability stemming from compliance with a lawful directive of a
governmental  authority  if the  directive  is in response to the failure of the
affected party to comply with its regulatory compliance obligations).  The party
asserting the force majeure as an excuse from  performance  shall give the other
party  notice  verbally  within 24 hours of the  occurrence  of a force  majeure
event, confirmed in writing within 10 days thereafter,  such notice to state the
nature of the event and the anticipated  length of delay.  Such party shall take
all  reasonable  steps to  mitigate  the  effects  of any  force  majeure  event
(provided,  however,  that this shall not require  settlement of labor  disputes
that are negotiated in good faith).

     22.  Disclaimer of  Warranties:  LANDLORD and TENANT each disclaims any and
all  warranties  of any type,  except for those  specifically  set forth in this
Lease. EACH PARTY HEREBY EXPRESSLY  DISCLAIMS ALL WARRANTIES OF  MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.

     23. Miscellaneous:

     A. This  Agreement  contains all  agreements,  promises and  understandings
between  LANDLORD  and  TENANT;  and no verbal or oral  agreements,  promises or
understandings  relating to the Leased Property,  the Tract, the Improvements or
any other  matter  discussed  herein  shall be binding  upon either  LANDLORD or
TENANT in any dispute, controversy or proceeding at law. Any addition, variation
or modification  to this Agreement shall be void and ineffective  unless made in
writing and signed by the parties.  Headings are  included  for  convenience  of
reference only and neither limit nor amplify the terms of this Lease.

     B.  This  Agreement  and  the   performance   thereof  shall  be  governed,
interpreted,  construed  and regulated by the laws of the State where the Leased
Property is located.

     C. This  Agreement  shall inure to the  benefit of and be binding  upon the
heirs,  executors,  personal  representatives,  successors  and  assigns  of the
parties hereto.

     D.  Whenever  under this Lease the consent or  approval of either  party is
required or a  determination  must be made by either  party,  no such consent or
approval shall be unreasonably  withheld or delayed, and all such determinations
shall be made on a reasonable basis and in a reasonable manner.

     E. If any paragraph,  section, subsection,  provision,  sentence, clause or
portion of this Agreement is determined to be illegal, invalid or unenforceable,
such   determination   shall  in  no  way  affect  the  legality,   validity  or
enforceability of any other paragraph, section, subsection, provision, sentence,
clause or portion of this Agreement;  and any such affected portion or provision
shall be modified, amended, or deleted to the extent possible and permissible to
give the fullest  effect to the  purposes of the parties and to this  Agreement,
and the parties  hereby  declare  that they would have  agreed to the  remaining
parts of this Agreement if they had know that such provisions or portions hereof
would be determined to be illegal, invalid, or unenforceable.


<PAGE>


     IN WITNESS  WHEREOF,  the  parties  hereto have set their hands and affixed
their respective seals the day and year first above written.

WITNESS:                                LANDLORD:
___________________________             South Carolina Electric & Gas Company
                                        BY:  ____________________________
___________________________             ITS: ____________________________

                                             Attest:

                                             BY:  ________________________
                                             ITS:     Secretary

STATE OF SOUTH CAROLINA             )
COUNTY OF ______________            )

     PERSONALLY  APPEARED before me the  undersigned  witness and made oath that
(s)he  saw  the  within-named   SOUTH  CAROLINA  ELECTRIC  &  GAS  COMPANY,   by
______________________________,   its   _________________________________,   and
________________________,  its  Secretary,  sign,  seal and as its act and deed,
deliver  the  within-written  instrument  and that (s)he with the other  witness
named above witnessed the execution thereof.


                                              ________________________________



SWORN to before me this
____________ day of __________, 200__.
________________________________ (LS)
Notary Public for South Carolina
My Commission Expires: ____________


<PAGE>


WITNESS:                                    TENANT:
___________________________                 SCANA Communications, Inc.
                                            BY:  ____________________________
___________________________                 ITS: ____________________________

                                                   Attest:
                                                   BY:  _______________________
                                                   ITS: Secretary

STATE OF SOUTH CAROLINA             )
COUNTY OF ______________            )

     PERSONALLY  APPEARED before me the  undersigned  witness and made oath that
(s)he  saw  the  within-named   SOUTH  CAROLINA  ELECTRIC  &  GAS  COMPANY,   by
____________________,      its      _________________________________,       and
__________________,  its Secretary,  sign, seal and as its act and deed, deliver
the within-written  instrument and that (s)he with the other witness named above
witnessed the execution thereof.

                                            ________________________________

SWORN to before me this
____________ day of __________, 200__.
________________________________ (LS)
Notary Public for South Carolina
My Commission Expires: ____________


<PAGE>


                                    EXHIBIT A

                          ________________________ SITE

                             Tower Lease Description

Description  to be  inserted  upon  receipt  of plat.  Exact  location  shall be
contingent on approval by LANDLORD.

Derivation:  Deed Book _____ at Page _____
Tax Map Number:  _____________________


                            Ingress and Egress Area

Access  into the parcel is  granted  only to the extent  that  LANDLORD  has the
authority  to do so and  shall be across  the  existing  entrance  road into the
Tract.

