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Execution Copy

EMPLOYMENT AGREEMENT

This Employment Agreement is entered into by and between Michael S. Ruley
(Executive) and NEXTLINK Communications, Inc., a Delaware corporation
(Employer or the Company), to be effective on and as of January 13, 2000.

WITNESSETH:

WHEREAS, Employer is engaged in the business of providing high-quality,
non-mobile telecommunications services to the rapidly growing business market;
and

WHEREAS, Executive has skills and experience in telephony generally and
with the technology associated with NEXTLINKs business specifically; and

WHEREAS, Employer desires to obtain Executives services for the conduct
of its business, and Executive desires to be employed in such business by and
for Employer;

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

1.     Employment. Employer hereby employs Executive as President  West
Region, and Executive hereby accepts such employment upon the terms and
conditions hereinafter set forth.

2.     Duties.

a.     Executive shall serve as President  West Region of Employer and shall
perform his services as such within the framework of the policies, objectives
and Bylaws of Employer. In such capacity, Executive (I) shall exercise
general supervisory responsibility and management authority over the business
operation of Employers interests in what is currently designated as the West
Region including without limitation the operation of Employers local and long
distance telephony systems and the related marketing and sales organizations in
such region and (ii) shall perform such other duties commensurate with his
position as may be assigned to him from time to time by Employers Chairman and
Chief Executive Officer, President and Chief Operating Officer or board of
directors (the Board of Directors).

b.     Executive shall devote substantially all his business time, attention
and energies to the performance of his duties and functions under this
Employment Agreement and shall not during the term of his employment hereunder
be engaged in any other substantial business activity for gain, profit or other
pecuniary advantage. Executive shall faithfully, loyally and diligently
perform his assigned duties and functions and shall not engage in any
activities whatsoever which conflict with his obligations to Employer during
the term of his employment hereunder.

3.     Term. The term of this Employment Agreement shall commence on the date
hereof (the Commencement Date) and, unless terminated earlier pursuant to

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paragraph 12 hereof, shall continue through January 13, 2003 (the Initial
Term), and thereafter shall continue unless and until such time as (i) either
party hereto notifies the other, upon sixty (60) days prior written notice,
that this Employment Agreement will be terminated at the end of the Initial
Term or the later expiration of such sixty day notice period, or (ii)
Executives employment is otherwise terminated pursuant to paragraph 12 hereof
(the Extended Term) (the Initial Term, together with the Extended Term, if
any, being referred to herein as the Employment Term).

4.     Compensation. Employer shall pay to Executive, in consideration of and
as compensation for the services agreed to be rendered by Executive hereunder,
the following:

a.     Base Salary. During the Employment Term, the Company shall pay to
Executive a Base Salary of $250,000 per annum; provided that the amount of such
Base Salary shall be reviewed at least annually and may, in Employers sole
discretion, be increased by Employer from time to time during the Employment
Term in light of the conditions then existing and the services then being
rendered by Executive, in which case Executives Base Salary shall be such
higher amount as may be determined by Employer (such annual Base Salary, as in
effect from time to time, being referred to herein as the Base Salary). The
Base Salary shall be payable in accordance with Employers normal payroll
schedule, less appropriate deductions for federal, state and local income
taxes, FICA contributions and any other deductions required by law or
authorized by Executive.

b.     Annual Performance Bonus. In addition to the Base Salary, Executive
shall be entitled to receive an annual performance bonus (the Annual Bonus)
during each year of service during the Employment Term (each such year being
referred to as an Annual Bonus Period), in an amount, if any, as may be
determined by the compensation committee of the Board of Directors (the
Compensation Committee) and/or the Board of Directors in their complete
discretion, with a target of 55% of the Base Salary payable during such Annual
Bonus Period, based on Executives performance against objectives for the prior
year of service, provided that Executives eligibility to receive the Annual
Bonus shall be subject to and conditioned upon Executive continuing to be
employed by Employer on the date of payment of the Annual Bonus. Each Annual
Bonus shall be payable in accordance with Employers normal annual bonus
payment schedule, less appropriate deductions for federal, state, and local
income taxes, FICA contributions and any other deductions required by law or
authorized by Executive.

c.   Options.

(i)     Grant of Compensatory Options. Employer agrees to grant to Executive,
pursuant to Employers Stock Option Plan (Plan) and subject to the terms and
conditions set forth in this paragraph 4(c), an option to acquire 100,000
shares (the Compensatory Options) of Employers Class A voting common stock
(Common Stock) on the terms set forth in Annex A hereto. The shares of
Employers Common Stock that will be issued on exercise of the Compensatory
Options are among the Shares covered by the Form S-8 Registration Statement
previously filed and currently in effect covering awards made under the Plan,
such that, upon issuance and distribution of such shares to Executive, there
are no restrictions under federal or state securities laws on the further
transfer of such shares, other than restrictions imposed by virtue of

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Executives status as an officer or director of the Company or as may
otherwise be imposed by law with respect to unrestricted shares. In addition,
the Company shall ensure that the provisions of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (Exchange Act) are applicable to the grant
and distribution of the Compensatory Options, and that the distribution of the
Compensatory Options shall not constitute a purchase of the Common Stock
pursuant to Section 16(b) of the Exchange Act.

(ii)     Grant of Inducement Options. At or prior to the execution of this
Agreement, and subject to the terms and conditions set forth in this paragraph
4(c), the Employer shall grant to Executive, pursuant to the Plan, an option to
acquire another 10,000 shares of Employers Common Stock on the terms set forth
in Annex A hereto (the Inducement Options). The shares of Employers Common
Stock that will be issued on exercise of the Inducement Options are among the
shares covered by the Form S-8 Registration Statement previously filed and
currently in effect covering awards made under the Plan, such that, upon
issuance and distribution of such shares to Executive, there are no
restrictions under federal or state securities laws or regulations on the
further transfer of such shares, other than restrictions imposed by virtue of
Executives status as an officer or director of the Company or as otherwise may
be imposed by law with respect to unrestricted shares. In addition, the
Employer shall exercise its best efforts to ensure that the provisions of Rule
16b-3 under the Exchange Act are applicable to the grant of the Inducement
Options and any subsequent distribution of the shares issued upon exercise
thereof, and that the distribution of such shares to Executive shall not
constitute a purchase of Common Stock pursuant to Section 16(b) of the
Exchange Act. The Compensatory Options and the Inducement options are
collectively referred to as the Options.

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(iii)     Vesting. The Options shall be subject to vesting schedules, as
follows:



|Number of Years of ContinuousEmployment from the EffectiveDate of this Agreement | Shares Availableupon Exercise of theCompensatory Option
|-------------------------------------------------------------------------------- | -------------------------------------------------------
|1                                                                                | 25,000                                                 
|2                                                                                | 25,000                                                 
|3                                                                                | 25,000                                                 
|4                                                                                | 25,000                                                 





|Number of Years of ContinuousEmployment from the EffectiveDate of this Agreement | Shares Availableupon Exercise of theInducement Options
|-------------------------------------------------------------------------------- | ------------------------------------------------------
|1                                                                                | 2,500                                                 
|2                                                                                | 2,500                                                 
|3                                                                                | 2,500                                                 
|4                                                                                | 2,500                                                 

Executive may, in his sole discretion, elect to defer vesting of the
Compensatory or the Inducement Options by delivering to the Employer a written
notice of such election no later than December 31 of the calendar year
immediately preceding the calendar year in which such vesting would otherwise
occur. Any such election shall be irrevocable and shall set a specific date for
the vesting of such Options; provided that Executive may also specify that the
applicable Options shall vest on the earlier of such specified date or the
termination of Executives employment hereunder. In the event of such election,
Executive shall indemnify and hold harmless Employer from any and all
withholding amounts and penalties and interest associated therewith that may be
assessed by the Internal Revenue Service or any relevant state of local taxing
authority in connection with any such deferral by Executive in the vesting of
any of the Options and the recognition of income associated therewith.

(iv)     Termination. Upon termination of employment for any reason other than
(w) termination by Employer (other than for Cause) after the occurrence of a
Change in Control, (x) permanent disability (as defined below) or (y) death or
(z) by Executive upon establishment of Constructive Termination, the unvested
portion (if any) of the Options shall immediately expire and be forfeited. If
termination of employment occurs because of permanent disability or death,
Executive shall be deemed to have one additional year of continuous employment
from the date of death or permanent disability for purposes of applying the
vesting schedules. If termination of employment occurs upon establishment of
Constructive Termination or if there is a termination by Employer (other than
for Cause) after the occurrence of a Change in Control, vesting of the Options
shall occur upon the final effectiveness of such Constructive Termination or
the effectiveness of such termination by Employer (other than for Cause) after
the occurrence of a Change of Control.

(v)     Exercise of Options. Executives right to exercise the Options

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shall be governed by the terms of the Employers Stock Option Plan and the
individual option letter agreements issued to Executive.

(vi)     Withholding. Upon the vesting of any Inducement Options, or in
connection with the exercise of any Compensatory Options, Executive shall pay
to Employer an amount equal to such amount as Employer shall be obligated to
remit to the Internal Revenue Service or any relevant state or local taxing
authority as withholding attributable to the compensation evidenced by the
Inducement Options that have vested. At the discretion of the Compensation
Committee, Executive may pay such amount either in cash or by delivery to the
Company of a number of shares of Common Stock (or proceeds from the sale
thereof) having a Fair Market Value equal to such withholding amount (which
delivery may be made by an instruction to the Company to retain a portion of
the shares available upon exercise of the Compensatory Options, or shares
available upon exercise of Inducement Options, otherwise distributable to
Executive or by an instruction to the selling broker to remit such sales
proceeds, otherwise distributable to Executive, to the Company).

(vii)     Adjustments. In the event that the Common Stock is changed into or
exchanged for a different number or kind of securities of Employer or of
another entity (by reason of merger, consolidation, recapitalization,
reclassification, stock split, stock dividend, stock combination or otherwise),
or if there is a distribution of cash, securities or other property made to the
holders of the Common Stock (other than cash dividends made out of current
earnings of Employer) then an appropriate and equitable adjustment shall be
made in the number and kind of securities issuable upon exercise of the Options
hereunder, with a view towards preserving the value to Executive of the rights
granted pursuant to this paragraph 4(c). Without limiting the generality of
the foregoing, in the event that an adjustment is required pursuant to the
terms of any options, warrants or convertible securities of Employer pursuant
to any event of the kind specified above, at least an equivalent adjustment
shall be required pursuant to this paragraph 4(c)(vii). In the event any
adjustment is required under this paragraph 4(c)(vii), appropriate conforming
adjustment shall be made to the exercise price of the Compensatory Options, as
appropriate, to all references to numbers of Inducement Options and/or to the
number of shares covered by the Compensatory Options, as appropriate, contained
in this paragraph 4(c), to the definition of Common Stock, and to any other
provisions of this paragraph 4(c) as necessary to accomplish the intent of this
subparagraph (vii).

(viii)     Existing Options. The provisions of this paragraph 4(c) shall not
affect the terms of any options to purchase Common Stock (the Existing
Options) previously granted to Executive pursuant to the NEXTLINK
Communications, Inc. Stock Option Plan (the Plan). Such Existing Options
shall continue to be governed by the terms of the relevant grant and the Plan.

5.      Certain Definitions. For purposes of this Agreement:

Change of Control shall mean the occurrence of any of the following
events:

(A)     The Company is merged or consolidated or reorganized into or with
another company or other legal entity, other than a merger or consolidation or
reorganization into or with a company or other legal entity that is an
affiliate of Craig O. McCaw, and as a result of such merger, consolidation or
reorganization less than a

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majority of the combined voting power of the then-outstanding securities
of such company or person immediately after such transaction is held directly
or indirectly in the aggregate by the holders of voting securities of the
Company immediately prior to such sale or transfer, including voting securities
issuable upon exercise or conversion of options, warrants or other securities
or rights;

(B)     The Company sells or otherwise transfers all or substantially all of
its assets to any other company or other legal entity, other than a such a sale
or transfer to a company or other legal entity that is an affiliate of Craig O.
McCaw, and as a result of such sale or other transfer of assets, less than a
majority of the combined voting power of the then-outstanding securities of
such company or person immediately after such sale or transfer is held directly
or indirectly in the aggregate by the holders of voting securities of the
Company immediately prior to such sale or transfer, including voting securities
issuable upon exercise or conversion of options, warrants or other securities
or rights;

(C)     There is a report filed on Schedule 13D or Schedule 14D-1 (or any
successor schedule, form or report), each as promulgated pursuant to the
Securities Exchange Act of 1934, as amended (the Exchange Act), disclosing
that any person (as the term person is used in Section 13(d)(3) or Section
14(d)(2) of the Exchange Act) other than Craig O. McCaw and his affiliates has
become the beneficial owner (as the term beneficial owner is defined under
Rule 13d-3 or any successor rule or regulation promulgated under the Exchange
Act) of securities representing 50% or more of the voting securities of the
Company, including voting securities issuable upon exercise or conversion of
options, warrants or other securities or rights;

(D)     Notwithstanding the foregoing provisions of subparagraphs (A), (B),
(C) and (D) hereof, a Change of Control shall not be deemed to have occurred
solely because Craig O. McCaw or one or more of his affiliates, or the
Ampersand Trust or a combination thereof, has converted some or all of the
shares of Class B common stock of the Company held by any of them into shares
of Class A common stock of the Company.

(E)     Notwithstanding the foregoing provisions of subparagraphs (C) and (D)
hereof, a Change of Control shall not be deemed to have occurred solely
because (x) the Company, (y) an entity in which the Company directly or
indirectly beneficially owns 50% or more of the voting securities, or (z) any
Company-sponsored employee stock ownership plan or other employee benefit plan
of the Company, either files or becomes obligated to file a report or proxy
statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or
Schedule 14A (or any successor schedule, form or report or item therein) under
the Exchange Act, disclosing beneficial ownership by it of voting securities,
whether in excess of 50% or otherwise, or because the Company reports that a
change of control of the Company has or may have occurred or will or may occur
in the future by reason of such beneficial ownership.

(F)     Notwithstanding the foregoing provisions of subparagraphs (A) through
(D) above, no Change in Control shall result from a merger, consolidation or
reorganization of the Company with any entity in which Eagle River Investments,
L.L.C. has prior to such merger, consolidation or reorganization invested at
least $10,000,000 in equity.

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Fair Market Value of a share of Common Stock shall mean, as of any given
date, (i) the closing price of a share of Common Stock on the principal
exchange on which Common Stock then trades, if any, on the day previous to such
date, or, if shares were not traded on the day previous to such date, then on
the next preceding trading day during which a sale occurred; or (ii) if such
Common Stock is not traded on an exchange but is quoted on NASDAQ or a
successor quotation system, (1) the last sales price (if the Common Stock is
then listed as a National Market Issue under the NASDAQ National Market System)
or (2) the mean between the closing representative bid and asked prices (in all
other cases) for the Common Stock on the day previous to such date (or, if
shares were not traded on the day previous to such date, then on the next
preceding trading day during which a sale occurred), as reported by NASDAQ or
such successor quotation systems.

Cause shall have the meaning ascribed in Paragraph 12(b) below.

Permanent Disability shall have the same meaning as permanent and total
disability, as defined in the Employers Stock Option Plan.

6.     Additional Options The Compensation Committee of the Board of Directors
of Employer may, in its discretion, grant to Executive, pursuant to Employers
Stock Option Plan, additional options to acquire shares of Employers Common
Stock (Additional Options).Except as otherwise provided herein, the terms and
conditions of such Additional Options shall be as determined by Employer in its
sole discretion. Executives rights with respect to any Additional Options
shall be separate from (and in addition to) the rights set forth in paragraph
4(c) above with respect to the Compensatory Options and Inducement Options.

7.     Benefits. During the Employment Term, Executive shall be entitled to
participate in all group health, major medical, pension and profit sharing,
401(k) and other benefit plans maintained by Employer and provided generally to
its executive officers, on the same terms as apply to participation therein by
management generally (except as otherwise provided herein). Further, during
the Employment Term, Executive shall be entitled to participate in all fringe
benefit programs and shall receive all perquisites if and to the extent that
Employer establishes and makes such benefits and perquisites available to
management generally, including, but not limited to, Employer-paid long-term
disability insurance and life insurance coverage.

8.     Expenses; Relocation. During the Employment Term, Employer shall
reimburse Executive for all reasonable travel, entertainment and other business
expenses incurred or paid by Executive in performing his duties and functions
hereunder. Employer shall reimburse Executive for relocation expenses
(including any temporary storage expenses) incurred in connection with his
relocation to Denver, Colorado in accordance with Employers relocation policy
as it applies generally to its executive officers and shall pay Executive a
lump sum payment of $10,000 with respect to incidental expenses incurred by
Executive in connection with such relocation. Such lump sum payment shall be
grossed up such that, after giving effect to any applicable federal and state
tax withholding, Executive shall receive the full amount of such lump sum
payment. Such lump sum payment shall be in lieu of any similar payment that
would be made by Employer under such relocation policy.

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9.      Vacations. Executive shall be entitled to such vacations, holidays,
sick leave and personal time off as is allowed under the policies of Employer
to management generally (except as otherwise provided herein).

10.     Non-Competition; Non-Solicitation.

a.      During the Employment Term and (except as provided in paragraph 12
herein) for a period of two years thereafter, Executive shall not enter into or
participate in any business competitive to the business carried on by Employer.

b.      During the Employment Term and (except as provided in paragraph 12
herein) for a period of two years thereafter, Executive shall not (I) directly
or indirectly cause or attempt to cause any employee of Employer or any of its
affiliates to leave the employ of Employer or any affiliate of Employer, (ii)
in any way interfere with the relationship between Employer and any employee or
between an affiliate of Employer and any employee of such an affiliate, or
(iii) interfere or attempt to interfere with any transaction in which Employer
or any of its affiliates was involved during the Employment Term.

c.      The provisions of this paragraph 10 shall survive the expiration and/or
termination of this Employment Agreement.

11.     Confidential Information. During the Employment Term and for a period
of two years thereafter, Executive will not use for his own advantage or
disclose any proprietary or confidential information relating to the business
operations or properties of Employer, any affiliate of Employer or any of their
respective customers, suppliers, landlords, licensors or licensees. Upon the
expiration or termination of the Employment Term, upon Employers request,
Executive will surrender and deliver to Employer all documents and information
of every kind relating to or connected with Employer and its affiliates and
their respective businesses, customers, suppliers, landlord, licensors and
licensees. The foregoing confidential information provisions shall not apply
to information which: (i) is or becomes publicly known through no wrongful act
of the Executive, (ii) is rightfully received from any third party without
restriction and without breach by Executive of this Employment Agreement; or
(iii) is independently developed by Executive after the term of his employment
hereunder or is independently developed by a competitor of Employer at any
time. The provisions of this paragraph 11 shall survive the expiration and/or
termination of this Employment Agreement.

12.     Termination.

a.      Automatic Termination Upon Death. In the event of Executives death
during the Employment Term, Executives employment hereunder shall be
automatically terminated upon the date of death. As soon as reasonably
practicable following Executives death, Employer shall pay to Executives
Representative (defined below in paragraph 22)(i) Executives accrued but
unpaid Base Salary and Annual Bonus, through the last day of the month of his
death, and (ii) any amount due hereunder for accrued but unused vacation time
as of the date of death. In addition, Executives Representative shall be
entitled to exercise Executives rights with respect to the Compensatory
Options and/or the Inducement Options, as appropriate, as set forth in
Paragraph 4(c) above, and Executives rights with respect to the Options, as
provided herein and in the stock option agreement(s) pertaining thereto.

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b.     Termination by Employer. During the Initial Term, Employer shall be
entitled to terminate Executives employment hereunder only upon the
establishment of Cause or the Permanent Disability of Executive (as those
terms are defined below) by giving written notice to that effect to Executive.
During any Extended Term, Employer shall be entitled to terminate Executives
employment hereunder (i) upon the establishment of Cause or the Permanent
Disability of Executive, by giving written notice to that effect to Executive
or (ii) for any other reason or for no reason upon 6 months prior written
notice to Executive.

For purposes hereof, the term Cause means either (1) Executives failure
to substantially perform his duties and functions as contemplated hereunder, if
such failure constitutes gross neglect or willful malfeasance; (2) Executives
committing fraud or embezzlement or otherwise engaging in conduct that results
in Executive being convicted of a felony from which all appeals have been
exhausted; (3) Executives intentionally acting in a manner which is materially
detrimental or damaging to Employers reputation, business, operations or
relations with its employees, suppliers or customers, without taking reasonable
steps to remedy such actions promptly after receiving written notice thereof
from Employer; (4) Executives chronic or habitual abuse of alcohol or
prescription drugs or controlled substances; or (5) Executives committing any
other material breach of this Employment Agreement without taking reasonable
steps to cease or remedy such breach within thirty (30) days after Executives
receipt of written notice from Employer specifically identifying the nature of
and circumstances relevant to any such claimed material breach by Executive.

For purposes hereof the term Permanent Disability means: (i)
Executives failure to devote full normal working time as required herein to
his employment hereunder for a period of at least 90 consecutive normal
business days (or for at least a majority of the normal business days in any
consecutive 180-day period); and (ii) the existence of an illness or incapacity
(either physical or mental) affecting Executive which, in the reasonable
opinion of a Qualified Physician, is likely to be of such character or severity
that Executive would be unable to resume devoting his full normal working time,
as required herein, to his employment hereunder for a period of at least nine
consecutive months; the term Qualified Physician means an impartial physician
competent to diagnose and treat the illness or condition which Executive is
believed to be suffering, selected by Employer and reasonably acceptable to
Executive (or if Executive is then incapable of acting for himself, Executives
Representative), who shall have personally examined Executive and shall have
personally reviewed Executives relevant medical records; provided Employer
shall bear the costs of such Qualified Physicians services and Executive
agrees to submit to an examination by such Qualified Physician and to the
disclosure of Executives relevant medical records to such Qualified Physician.

The date upon which any termination effected pursuant to this subparagraph
12(b) shall be effective is set forth in subparagraph 12(d), and the effect of
any such termination shall be as described in subparagraphs 12(e) and (f).

c.     Termination by Executive. During the Initial Term, Executive shall be
entitled to terminate his employment hereunder only upon the establishment of
Constructive Termination (as that term is defined below), by giving written
notice to that effect to Employer. During any Extended Term, Executive shall
be entitled to terminate

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his employment hereunder (i) upon the establishment of Constructive
Termination, by giving notice to that effect to Employer or (ii) for any other
reason or for no reason upon 6 months prior written notice to Employer.

For purposes hereof, Constructive Termination shall mean Executives
termination of his employment hereunder as a direct result of (i) a reduction
in Executives initial Base Salary or in the target Annual Bonus percentage,
(ii) a material change in the nature or extent of Executives title or
responsibilities that is inconsistent with Executives intended position and
status hereunder, (iii) the relocation of Executives principal place of
employment to a location more than 50 miles from Executives current principal
place of employment (other than the contemplated relocation of Executive to
Denver, Colorado or the relocation of Executive to Employers principal
executive offices) or (iv) the material breach by the Employer of any provision
of this Agreement which continues without reasonable steps being taken to cure
such breach for a period of 30 days after written notice thereof by Executive
to Employer.

The date upon which any termination effected pursuant to this subparagraph
12(c) shall be effective is set forth in subparagraph 12(d), and the effect of
any such termination shall be as described in subparagraphs 12(f) and (g).

d.     Termination Date. In the event Executives employment hereunder is
terminated for circumstances constituting Cause, Permanent Disability or
Constructive Termination, or if Executives employment hereunder is terminated
by Employer (other than for Cause) after the occurrence of a Change of Control,
such termination shall take effect upon the termination date set forth in the
written notice to that effect given by Executive to Employer or by Employer to
Executive, as the case may be (provided that if either party disputes the
propriety of such termination, the effective date of termination shall be as
established by final resolution of such dispute, whether by agreement of the
parties or award of an arbitrator as contemplated herein, in favor of the
propriety of such termination), and in any other case termination of
Executives employment hereunder shall take effect on the date specified in the
written notice thereof delivered by Executive to Employer or by Employer to
Executive, as the case may be (the date on which any such termination takes
effect being referred to herein as the Termination Date). Employer, at its
option, may require Executive to continue to perform his duties hereunder until
the Termination Date or pay to Executive such amount of compensation and
benefits otherwise due hereunder in accordance with Employers then existing
salary payment schedule or in one lump sum payment.

e.     Effect of Termination by Employer For Cause. In the event Executives
employment is terminated by Employer for Cause, or in the event Executive
voluntarily terminates his employment as contemplated by paragraph 12(c)(ii),
at any time during the Employment Term, then (i) Employer shall pay to
Executive Executives accrued but unpaid Base Salary and Annual Bonus through
the Termination Date; (ii) notwithstanding any of the provisions of Employers
Stock Option Plan or of any option agreement with respect thereto to the
contrary, any and all of the Options (other than the Inducement Options) that
theretofore have vested may be exercised at any time on or before the ninetieth
day following such Termination Date and, if not so exercised, thereupon
automatically shall be canceled; and (iii) Executives rights with respect to
the Compensatory Options and/or the Inducement Options, as appropriate, shall
be as stated in paragraph 4(c) above.

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f.     Effect of Termination Upon Permanent Disability. In the event
Executives employment is terminated by Employer upon the permanent disability
of Executive at any time during the Employment Term, then:

(i)     Employer shall pay to Executive (x) Executives accrued but unpaid
Base Salary and Annual Bonus through the Termination Date, (y) Executives then
existing Base Salary for 12 months from the date written notice of the
termination of Executives employment is given by Employer, and (z) any amount
due hereunder for accrued but unused vacation time as of the Termination Date.

(ii)     Employer, at its expense, shall make all benefit payments, on behalf
of Executive and Executives dependents, for such benefits Executive otherwise
would have been entitled to receive hereunder, for 12 months following the date
written notice of the termination of Executives employment is given by
Employer.

(iii)     With respect to any of the Options (other than the Inducement
Options) which remain unvested upon such Termination Date, notwithstanding any
provision to the contrary in Employers Stock Option Plan and/or any stock
option agreement with respect thereto, there shall be immediate vesting of that
portion of such unvested Options which would have vested within 12 months of
the date written notice of the termination of Executives employment is given
by Employer. After giving effect to the foregoing sentence, any Options (other
than the Inducement Options) which remain unvested shall automatically
terminate.

(iv)     Executives rights with respect to the Compensatory Options and/or
the Inducement Options, as appropriate, shall be as stated in paragraph 4(c)
above.

g.     Effect of Wrongful or Constructive Termination or Termination Following
a Change of Control.

(i)     In the event Executives employment is terminated during the
Employment Term by Employer (other than for Cause) after the occurrence of a
Change of Control, or by Executive in circumstances constituting Constructive
Termination, then, from and after such Termination Date:

(A)    Executive shall not be subject to the non-competition provisions set
forth in paragraph 10 hereof.

(B)    Executive shall be entitled to receive the Base Salary, Annual Bonus,
and benefits, which Executive reasonably would have expected to receive (I) in
the period from the Termination Date to the expiration of the Initial Term (if
such Termination Date occurs more than 6 months prior to the expiration of the
Initial Term) or (II) during the 6 months following the date written notice of
the termination of Executives employment is given by Employer or Executive, as
the case may be, (if such Termination Date occurs after the Initial Term or 6
months prior to the expiration of the Initial Term). All of such amounts shall
be payable upon, and the benefits shall become effective upon, the Termination
Date. The treatment of any Options other than the Inducement Options shall be
governed by the terms of the applicable granting documents and Annex A.

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(C)    Executives rights with respect to the Compensatory Options and/or the
Inducement Options, as appropriate, shall be as stated in paragraph 4(c) above.

The foregoing shall be Executives sole and exclusive remedy for any such
termination of his employment under this subparagraph 12(g).

h.     Miscellaneous. In the event of any termination or attempted
termination hereof: (i) if multiple events, occurrences or circumstances are
asserted as bases for such termination or attempted termination, the event,
occurrence or circumstance that is earliest in time, and any termination or
attempted termination found to be proper hereunder based thereon, shall take
precedence over the others; (ii) no termination of this Employment Agreement
shall relieve or release either party from liability hereunder based on any
breach of the terms hereof by such party occurring prior to the Termination
Date; (iii) the terms of this Employment Agreement relevant to performance or
satisfaction of any obligation hereunder expressly remaining to be performed or
satisfied in whole or in part at the Termination Date shall continue in force
until such full performance or satisfaction has been accomplished and otherwise
neither party hereto shall have any other or further remaining obligations to
other party hereunder; and (iv) the vesting and exercise provisions set forth
in Employers Stock Option Plan and/or any option agreement with respect to the
Options (other than the Inducement Options) shall continue to apply except to
the extent otherwise expressly provided in this paragraph 12 or Annex A.

i.     No Set-off; No Duty of Mitigation. There shall be no right of setoff
or counterclaim, in respect of any actual or alleged claim, debt or obligation,
against any payments or benefits required to be made or provided to Executive
hereunder (including, without limitation, pursuant to subparagraphs 12(f) and
(g) above). In the event of any termination of Executives employment under
this paragraph 12, Executive shall be under no obligation to seek other
employment and shall be entitled to all payments or benefits required to be
made or provided to Executive hereunder, without any duty of mitigation of
damages and regardless of any other employment obtained by Executive.

13.     Injunctive Relief. It is agreed that the services of Executive are
unique and that any breach or threatened breach by Executive of any provision
of this Employment Agreement cannot be remedied solely by damages.
Accordingly, in the event of a breach by Executive of his obligations under
this Employment Agreement, Employer shall be entitled to seek and obtain
interim restraints and permanent injunctive relief without proving the
inadequacy of damages as a remedy, restraining Executive and any business,
firm, partnership, individual, corporation or entity participating in such
breach or attempted breach. Nothing herein, however, shall be construed as
prohibiting Employer from pursuing any other remedies available at law or in
equity for such breach or threatened breach, including the recovery of damages
and the termination of the services of Executive.

14.     Arbitration. Any dispute or controversy arising out of or relating to
this Employment Agreement or any claimed breach hereof shall be settled, at the
request of either party, by an arbitration proceeding conducted in accordance
with the rules of the American Arbitration Association (AAA), with the award
determined to be appropriate

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by the arbitrator therein to be final, non-appealable and binding on the
parties hereto, and with judgment upon such award as is rendered in any such
arbitration proceeding available for entry and enforcement in any court having
jurisdiction of the parties hereto. The arbitrator shall be an impartial
arbitrator qualified to serve in accordance with the rules of the AAA and shall
be reasonably acceptable to each of the Employer and the Executive. If no such
acceptable arbitrator is so appointed within 15 days after the initial request
for arbitration of such disputed matter, each of the parties promptly shall
designate a person qualified to serve as an arbitrator in accordance with the
rules of the AAA, and the two persons so designated promptly shall select the
arbitrator from among those persons qualified to serve in accordance with the
rules of the AAA. The arbitration shall be held in the greater Northern
Virginia area, or in such other place as may be agreed upon at the time by the
parties. The expenses of the arbitration proceeding shall be borne by
Employer, but the arbitrators award may provide that Executive shall reimburse
Employer for an equitable share of such expenses if Executive is not the
prevailing party on any of the issues involved in such arbitration. The
Employer shall pay for and bear the cost of its own and Executives experts,
evidence and counsel in such arbitration proceeding, but the arbitrators award
may provide that, in addition to any other amounts or relief due to Employer,
Executive shall reimburse Employer on demand for all of such costs of
Executives experts, evidence and counsel initially incurred by Employer, to
the extent the award finds such costs properly allocable to any issue(s) in
dispute as to which the award indicates the Employer to be the prevailing
party..

15.     Indemnification.

a.     Employer shall indemnify Executive to the fullest extent permitted by
Delaware law as in effect on the date hereof against all costs, expenses,
liabilities and losses (including, without limitation, attorneys fees,
judgments, penalties and amounts paid in settlement) reasonably incurred by
Executive in connection with any action, suit or proceeding, whether civil,
criminal, administrative or investigative in which Executive is made, or is
threatened to be made, a party to or a witness in such action, suit or
proceeding by reason of the fact that he is or was an officer, director,
consultant, agent or Executive of the Employer or of any of Employers
controlled affiliates or is or was serving as an officer, consultant director,
member, Executive, trustee, agent or fiduciary of any other entity at the
request of the Employer (a Proceeding).

b.     Employer shall advance to Executive all reasonable costs and expenses
incurred by him in connection with a proceeding within 20 days after receipt by
Employer of a written request for such advance, accompanied by an itemized list
of the costs and expenses and Executives written undertaking to repay to
Employer on demand the amount of such advance if it shall ultimately be
determined that Executive is not entitled to be indemnified against such costs
and expenses.

c.     The indemnification provided to Executive hereunder is in addition to,
and not in lieu of, any additional indemnification to which he may be entitled
pursuant to Employers Certificate of Incorporation or Bylaws, any insurance
maintained by Employer from time to time providing coverage to Executive and
other officers and directors of Employer, or any separate written agreement
with Executive. The provisions of this paragraph 15 shall survive any
termination of this Employment Agreement.

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16.     Amendment and Modification. This Employment Agreement (including the
Annex A hereto) contains the entire agreement between the parties with respect
to the subject matter hereof, and supersedes any and all prior agreements,
arrangements or understandings between the parties hereto with respect to the
subject matter hereof, whether written or oral Subject to applicable law and
upon the consent of the Board of Directors of Employer, this Employment
Agreement may be amended, modified and supplemented by written agreement of
Employer and Executive with respect to any of the terms contained herein.

17.     Waiver of Compliance. Any failure of either party to comply with any
obligation, covenant, agreement or condition on its part contained herein may
be expressly waived in writing by the other party, but such waiver or failure
to insist upon strict compliance shall not operate as a waiver of, or estoppel
with respect to, any subsequent or other failure. Whenever this Employment
Agreement requires or permits consent by or on behalf of any party, such
consent shall be given in writing.

18.     Notices. All notices, requests, demands and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given if delivered by hand, sent by registered or certified U.S.
Mail, postage prepaid, commercial overnight courier service or transmitted by
facsimile and shall be deemed served or delivered to the addressee at the
address for such notice specified below when hand delivered, upon confirmation
of sending when sent by fax, on the day after being sent when sent by overnight
delivery or five (5) days after having been mailed, certified or registered,
with postage prepaid:

|                                                                                                                           |  |                 
|-------------------------------------------------------------------------------------------------------------------------- |  | ----------------
|If to Employer                                                                                                             |  | If to Executive:
|                                                                                                                           |  |                 
|NEXTLINK Communications, Inc.
1505 Farm Credit Drive
McLean, VA 22102
Facsimile: (703) 762-7580
Attention: General Counsel |  |                 

or, in the case of either such party, to such substitute address as such party
may designate from time to time for purposes of notices to be given to such
party hereunder, which substitute address shall be designated as such in a
written notice given to the other party addressed as aforesaid.

19.     Assignment. This Employment Agreement shall inure to the benefit of
Executive and Employer and be binding upon the successors and general assigns
of Employer. This Employment Agreement shall not be assignable, except to the
extent set forth in paragraph 22.

20.     Enforceability. In the event it is determined that this Employment
Agreement is unenforceable in any respect, it is the mutual intent of the
parties that it be construed to apply and be enforceable to the maximum extent
permitted by applicable law.

21.     Applicable Law. This Employment Agreement shall be construed and
enforced in accordance with the laws applicable to contracts executed,
delivered and fully to be performed in the State of Virginia.

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22.     Beneficiaries: Executives Representative. Executive shall be
entitled to select (and to change, from time to time, except to the extent
prohibited under any applicable law) a beneficiary or beneficiaries to receive
any payments, distributions or benefits to be made or distributed hereunder
upon or following Executives death. Any such designation shall be made by
written notice to Employer. In the event of Executives death or of a judicial
determination of Executives incompetence, references in this Agreement to
Executive shall be deemed, as appropriate, to refer to his designated
beneficiary, to his estate or to his executor or personal representative
(Executives Representative) solely for the purpose of providing a clear
mechanism for the exercise of Executives rights hereunder in the case of
Executives death or Permanent Disability.

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IN WITNESS WHEREOF, the parties have executed this Employment Agreement to
be effective on and as of the day and year first above written.



|NEXTLINK COMMUNICATIONS, INC.                                                               
|--------------------------------------------------------------------------------------------
|By: /s/ Daniel F. AkersonName: Daniel F. Akerson
Title: Chairman and Chief Executive Officer



|                                    
|------------------------------------
|/s/ Michael S. RuleyMichael S. Ruley

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ANNEX A
To
Employment Agreement
between
NEXTLINK Communications, Inc.
and
Michael S. Ruley
Dated: January 13, 2000

The Inducement Options shall be granted as follows:

Non-qualified Options to acquire 10,000 shares for Employer Class
A
          
Common Stock awarded on January 13, 2000. The Inducement
Options          shall vest annually in four equal amounts on January 13,
2001, 2002,          2003 and 2004. The exercise price of the Inducement
Options is $.01 per          share.

The Compensatory Options shall be granted as follows:

Non-qualified options to acquire 100,000 shares of Employer Class
A          Common Stock awarded on January 13, 2000. The Compensatory          
Options shall vest annually in four equal amounts on the first,
second,          third and fourth anniversary dates of the effective date
of the Employment          Agreement. The exercise price of the
Compensatory Options is $74.375,          the closing sale price on January
13, 2000 as reported by NASDAQ.

All Options shall, to the extent not theretofore vested in accordance with
their normal terms, vest on an automatic and accelerated basis (i) in the
circumstances set forth in paragraphs 12(f) and (g) of the Employment
Agreement, or (ii) upon the occurrence of Executives termination (other than
for Cause) after the occurrence of a Change of Control Event.

All Options (upon vesting) will have an exercise period of ten (10) years
after the relevant grant date subject to earlier termination of the exercise
period in the event of termination of Executives employment either (i) by
Employer in circumstances constituting Cause or (ii) by Executive other than in
circumstances constituting Constructive Termination; in either of which case,
the Options shall be canceled if not exercised within 90 days following the
Termination Date with respect to such termination.

All Options (and all shares issued on exercise of such Options) will be
subject to an effective Form S-8 (or other appropriate form) registration
statement and will be qualified for the treatment afforded under Rule 16b-3.

To the extent not otherwise provided above, or in the Employment Agreement
of which this Annex A forms a part, the terms applicable to all of the Options
(and of any option agreement entered into in connection therewith) shall be the
standard terms normally applicable to a grant of non-qualified stock options
granted pursuant to the NEXTLINK Communications, Inc. Stock Option Plan.

17