Exhibit 10.35
                                                                  -------------

                                 NAVATION, INC.
                          30 EAST 85TH STREET, SUITE 3B
                            NEW YORK, NEW YORK 10028



                                                    Dated as of March 27, 2009


NextWave Wireless LLC
NextWave Wireless Inc.
12670 High Bluff Drive
San Diego, CA 92130

Attention:  Board of Directors



                   Working Capital Facility Commitment Letter
                   ------------------------------------------


Ladies and Gentlemen:

                  You have advised Navation, Inc. ("Navation") that NextWave
Wireless Inc., a corporation organized under the laws of the State of Delaware
(the "Parent"), and NextWave Wireless LLC, a limited liability company organized
under the laws of the State of Delaware (the "Company", and together with the
Parent, "you"), are seeking financing for the Company in the form of a secured
working capital facility providing the ability to borrow up to $15 million (the
"Credit Facility" or the "Financing") to be evidenced by an issuance of notes,
as described in the Confidential Term Sheet attached hereto as Annex I (the
"Term Sheet"). All references to "dollars" or "$" in this agreement and the
attachments and annexes hereto (collectively, this "Commitment Letter") are
references to United States dollars.

                  Immediately following the consummation of the Financing, none
of the Parent, the Company or any of their respective subsidiaries will have any
indebtedness or preferred stock other than in connection with (i) the Company's
7% Senior Secured Notes due 2010 (the "First Lien Notes"), (ii) the Company's
Senior-Subordinated Secured Second Lien Notes due 2010 (the "Second Lien
Notes"), (iii) other indebtedness permitted under the First Lien Notes as of the
date hereof, and (iv) the Third Lien Subordinated Secured Convertible Notes due
2011 (the "Third Lien Notes"; the debt evidenced by the First Lien Notes, the
Second Lien Notes and the Third Lien Notes, collectively, the "Existing Debt").

         Commitments.
         ------------

                  You have requested that Navation commit to the establishment
of the Credit Facility. Navation is pleased to advise you of its binding
commitment to provide the Credit Facility upon the terms and subject to the
conditions set forth or referred to in this Commitment Letter and the Term
Sheet. Navation reserves the right, prior to or after execution of the Facility
Documentation (as defined below), in consultation with you, to syndicate all or
a portion of its commitment to one or more of the Company's existing secured
note holders or their affiliates that will become parties to the Facility
Documentation (Navation and the institutions becoming or agreeing to become


<PAGE>
parties to the Facility Documentation with respect to all or a portion of the
Credit Facility, as identified to you in writing by Navation from time to time,
the "Credit Providers").

                  The initial borrowing of funds under the Credit Facility shall
be subject to the execution and delivery of definitive documentation (i) with
respect to the Credit Facility (including, without limitation, note purchase
agreements, guarantees, security documentation, and collateral agency
agreements, in each case in form and substance identical to the analogous Second
Lien Documents (as such term is defined in the Conditions Annex), except for
such changes therein relating to interest rate, maturity, rights relating to
working capital collateral and other terms necessary or appropriate to reflect
the terms and conditions which are set forth herein and in the Term Sheet and
the Conditions Annex; an agreement between the Second Lien Note holders and the
Credit Providers governing their respective rights, including in respect of the
voting and amendment rights as set forth in the Term Sheet; and the
Intercreditor Amendment (as defined below)) and (ii) with respect to the
warrants as described in the Term Sheet (collectively, the "Facility
Documentation") in form and substance reasonably satisfactory to the Credit
Providers reflecting the terms and conditions set forth in the Term Sheet and in
Annex II hereto (the "Conditions Annex"). The "Intercreditor Amendment" shall be
an amendment to the existing Intercreditor Agreement, in which the liens granted
pursuant to the terms hereof on the Shared Collateral (as defined in the Term
Sheet) shall be made subject (mutatis mutandis) to the provisions of the
Intercreditor Agreement with respect to such Shared Collateral on the same basis
as the Second Priority Liens (as defined therein), it being understood that the
Credit Providers shall be entitled to exercise all the rights of a senior
creditor with respect to the Credit Facility (i.e. the Credit Facility shall not
be payment subordinated pursuant to Section 3.02 of the Intercreditor Agreement
or otherwise) and of a first priority secured creditor with respect to the
Designated Collateral (as defined in the Term Sheet), and that the liens granted
pursuant to the terms hereof on the Designated Collateral shall be first
priority liens not subject in any way to the Intercreditor Agreement. Such
amendment shall further provide that no other party shall, by reason of the
Intercreditor Agreement or the First, Second or Third Lien Documents be entitled
to any lien on the Designated Collateral.

                  If you or your direct or indirect subsidiaries secure
operating capital that is not required to be used to repay or prepay the
Existing Debt, including advances against royalties, pre-paid non-recurring
engineering expenses or ordinary course contract services, but, in the case of
operating capital secured from a customer in the form of such advances or
prepayments , only to the extent that such items exceed the corresponding
revenue amounts for such customer reflected in the PacketVideo Corporation
revenue plan (including the applicable supporting documents therefor) that was
incorporated into the 2009 operating plan, which forecasts revenue through March
31, 2010 and was approved by the Governance Committee of the Board of Directors
of the Company on March 27, 2009 ("Operating Capital") from a strategic
investor, asset sale or disposition or other corporate transaction, then (a) you
shall utilize such Operating Capital to repay any principal, interest, penalties
or other monetary obligations then outstanding under the Credit Facility
("Borrowed Amounts"), which repayment shall permanently reduce the commitment
under the Credit Facility by the amount of principal included in the Borrowed
Amounts and (b) to the extent that after repayment of Borrowed Amounts, if any,
additional Operating Capital remains available ("Unapplied Operating Capital"),
you, on the one hand, and Navation and the other Credit Providers, if any, on
the other hand, shall each have the right by written notice to the other parties
hereto to terminate a portion of the Credit Providers' commitments hereunder
and, if applicable, under the Facility Documentation (which termination shall be
allocated pro rata among all Credit Providers based on their then-existing
commitments), in an amount of such Unapplied Operating Capital, whether or not


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<PAGE>
the Facility Documentation has been executed at such time. In the event all of
the Credit Providers' commitments hereunder and, if applicable, under the
Facility Documentation are terminated pursuant to this paragraph then the
warrants provided for in the Term Sheet shall not become payable, but the
expense reimbursement, indemnification and governing law and forum provisions
hereof shall survive. You hereby represent to us that (i) your receipt of funds
that may constitute Operating Capital is not required to be used to repay or
prepay the Existing Debt except to the extent that such funds relate to Asset
Sales (as defined in the Note Purchase Agreement dated October 9, 2008,
governing the Second Lien Notes, as it may be amended from time to time), (ii)
you have delivered to us a true, correct and complete copy of the PacketVideo
Corporation revenue plan (including the applicable supporting documentation
therefor setting forth the revenue by customer) that was incorporated into the
2009 operating plan approved by the Governance Committee of the Board of
Directors of the Company on March 27, 2009 and (iii) the PacketVideo revenue
plan delivered to you does not include any customer advances or prepayments.

         Information.
         ------------

                  You hereby represent and covenant that (a) all information
(other than the financial projections (the "Projections")) that has been or will
be made available to the Credit Providers by you or any of your representatives
in connection with the transactions contemplated hereby (the "Information"),
when taken as a whole, is and will be complete and correct in all material
respects and does not and will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements contained
therein, in the light of the circumstances under which such statements are made,
not misleading and (b) the Projections that have been or will be made available
to the Credit Providers by you or any of your representatives in connection with
the transactions contemplated hereby have been and will be prepared in good
faith based upon assumptions believed by you to be reasonable (it being
understood that projections by their nature are inherently uncertain and no
assurances are being given that the results reflected in the Projections will be
achieved). The representations and covenants contained in this paragraph shall
remain effective until the initial funding under the Facility Documentation and
thereafter the disclosure representations contained herein shall be superseded
by those contained in the Facility Documentation.

         Fees and Compensation.
         ----------------------

                  As consideration for Navation's commitment with respect to the
Credit Facility, you agree to pay, or cause to be paid, to Navation in
immediately available funds the fees set forth in the Term Sheet under the
heading "Commitment Fee." Once paid, all such fees shall be fully earned and
shall not be refundable under any circumstances.

         Indemnity and Expenses.
         -----------------------

                  By your acceptance below, you hereby agree to indemnify and
hold harmless the Credit Providers and each of their respective affiliates
(including, without limitation, controlling persons) and the directors,
officers, employees, advisors and agents of the foregoing (each, an "Indemnified
Person") from and against any and all losses, claims, costs, expenses, damages
or liabilities (or actions or other proceedings commenced or threatened in
respect thereof) relating to any third party claims that arise out of or in
connection with this Commitment Letter, the Credit Facility or any of the
transactions contemplated hereby or thereby, and to reimburse each Indemnified
Person promptly upon its written demand for any legal or other expenses incurred
in connection with investigating, preparing to defend or defending against, or
participating in, any such loss, claim, cost, expense, damage, liability or
action or other proceeding (whether or not such Indemnified Person is a party to
any action or proceeding); provided that any such obligation to indemnify, hold


                                       3
<PAGE>
harmless and reimburse an Indemnified Person shall not be applicable to the
extent determined by a final, non-appealable judgment of a court of competent
jurisdiction to have resulted primarily from the gross negligence or willful
misconduct of such Indemnified Person.

                  You shall not be liable for any settlement of any such
proceeding effected without your written consent, but if settled with such
consent or if there shall be a final judgment against an Indemnified Person, you
shall, subject to the proviso in the preceding sentence, indemnify such
Indemnified Person from and against any loss or liability by reason of such
settlement or judgment. You shall not, without the prior written consent of any
Indemnified Person, effect any settlement of any pending or threatened
proceeding in respect of which such Indemnified Person is or could have been a
party and indemnity could have been sought hereunder by such Indemnified Person,
unless such settlement (i) includes an unconditional release of such Indemnified
Person from all liability or claims that are the subject matter of such
proceeding and (ii) does not include a statement as to or an admission of fault,
culpability, or a failure to act by or on behalf of such Indemnified Person. No
Credit Provider shall be responsible or liable to you or any of your respective
subsidiaries, affiliates or stockholders or any other person or entity for any
indirect, special, punitive or consequential damages which may be alleged as a
result of or arise out of or in connection with this Commitment Letter, the
Credit Facility, the Facility Documentation or the transactions contemplated
hereby or thereby. In addition, you hereby agree to reimburse the Credit
Providers upon demand for all reasonable out-of-pocket costs and expenses
(including, without limitation, legal fees of counsel to each of the Credit
Providers (not to exceed two such separate counsel), costs and expenses and all
costs relating to due diligence and the preparation and negotiation of all
documents relating to the transactions contemplated by this Commitment Letter)
incurred in connection with the establishment of the Credit Facility and the
transactions contemplated thereby, and the preparation, review, negotiation,
execution and delivery of this Commitment Letter and the Facility Documentation
and the administration, amendment, modification or waiver thereof (or any
proposed amendment, modification or waiver), whether or not any extensions of
credit are made under the Credit Facility. The foregoing provisions of this
paragraph shall be in addition to any rights that any Indemnified Person may
have at common law or otherwise.

         Conflicts of Interest.
         ----------------------

                  You acknowledge that (and waive any conflict of interest
arising in connection with):

                  (a)      the Credit Providers and/or their affiliates (the
                           "Credit Provider Group"), in their capacity as
                           principal or agent, are involved in a wide range of
                           investment activities globally (including investment
                           advisory; asset management; and trading) from which
                           conflicting interests or duties may arise and
                           therefore, conflicts may arise between duties of
                           Credit Provider Group members hereunder and other
                           duties or interests of Credit Provider Group members;

                  (b)      any Credit Provider Group member may, at any time,
                           (i) provide services to any other person, (ii) engage
                           in any transaction (on its own account or otherwise)
                           with respect to you or any member of the same group
                           as you (including, without limitation, holding any
                           First Lien Notes, Second Lien Notes or Third Lien
                           Notes), (iii) serve as a member of your governing
                           body or of the governing body of any member of the
                           same group as you or any of committees of such


                                       4
<PAGE>
                           respective governing bodies or (iv) act in relation
                           to any matter for any other person whose interests
                           may be adverse to you or any member of your group (a
                           "Third Party"), and may retain for their own benefit
                           any related remuneration or profit, notwithstanding
                           that a conflict of interest exists or may arise
                           and/or any Credit Provider Group member is in
                           possession or has come or comes into possession
                           (whether before, during or after the agreements
                           hereunder) of information confidential to you;
                           provided that such information shall not be shared
                           with any Third Party. You accept that permanent or ad
                           hoc arrangements/information barriers may be used
                           between and within divisions of the Credit Provider
                           Group members for this purpose and that locating
                           directors, officers or employees in separate
                           workplaces is not necessary for such purpose;

                  (c)      information which is held elsewhere within the Credit
                           Provider Group but of which none of the individual
                           directors, officers or employees having the conduct
                           of transactions contemplated by this letter actually
                           has knowledge (or can properly obtain knowledge
                           without breach of internal procedures), shall not for
                           any purpose be taken into account in determining a
                           Credit Provider Group member's responsibilities to
                           you hereunder; and

                  (d)      Credit Provider Group members shall not have any duty
                           to disclose to, or utilize for the benefit of, you,
                           any non-public information acquired in the course of
                           providing services to any other person, engaging in
                           any transaction (on its own account or otherwise) or
                           otherwise carrying on its business.

         Governing Law, Etc.
         -------------------

                  This Commitment Letter and the Credit Providers' commitment
shall not be assignable by you without the prior written consent of the Credit
Providers and any purported assignment without such consent shall be void. The
Credit Providers reserve the right to employ the services of their respective
affiliates in providing services contemplated by this Commitment Letter and to
allocate, in whole or in part, to their affiliates certain fees payable to the
Credit Providers in such manner as they and their affiliates may agree in their
sole discretion. You also agree that the Credit Providers, as applicable, may at
any time and from time to time assign all or any portion of their respective
commitments hereunder to one or more of their respective affiliates. You further
acknowledge that the Credit Providers may share with any of their affiliates,
and such affiliates may share with the Credit Providers, any information related
to you or any of your respective subsidiaries or affiliates (including, without
limitation, information relating to creditworthiness) and the transactions
contemplated hereby. The Credit Providers agree to treat, and cause any such
respective affiliate to treat, all non-public information provided to the Credit
Providers by you as confidential information in accordance with their customary
practices.

                  This Commitment Letter may not be amended or any provision
hereof waived or modified except by an instrument in writing signed by Navation,
each other Credit Provider, if any, and you. This Commitment Letter may be
executed in any number of counterparts, each of which shall be an original and
all of which, when taken together, shall constitute one agreement. Delivery of
an executed counterpart of a signature page of this Commitment Letter by
facsimile transmission or by pdf shall be effective as delivery of a manually
executed counterpart of this Commitment Letter. Headings are for convenience of


                                       5
<PAGE>
reference only and shall not affect the construction of, or be taken into
consideration when interpreting, this Commitment Letter. This Commitment Letter
is intended to be for the benefit of the parties hereto and is not intended to
confer any benefits upon, or create any rights in favor of, and may not be
relied on by, any persons other than the parties hereto and, with respect to the
indemnification provided under the heading "Indemnity and Expenses," each
Indemnified Person.

                  THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WILL BE REQUIRED THEREBY. Any right to trial by jury with respect
to any claim or action arising out of this Commitment Letter is hereby waived.
You hereby submit to the non-exclusive jurisdiction of the federal and New York
State courts located in The City of New York (and appellate courts thereof) in
connection with any dispute related to this Commitment Letter or any of the
matters contemplated hereby, and agree that service of any process, summons,
notice or document by registered mail addressed to you shall be effective
service of process against you for any suit, action or proceeding relating to
any such dispute. You irrevocably and unconditionally waive any objection to the
laying of such venue of any such suit, action or proceeding brought in any such
court and any claim that any such suit, action or proceeding has been brought in
an inconvenient forum. A final judgment in any such suit, action or proceeding
brought in any such court may be enforced in any other courts to whose
jurisdiction you are or may be subject by suit upon judgment.

                  Please indicate your acceptance of the terms hereof by
returning to Navation executed counterparts of this Commitment Letter. This
Commitment Letter and Navation's commitment hereunder are conditioned upon your
acceptance hereof, and Navation's receipt of an executed counterpart hereof.
Upon your execution and delivery of this Commitment Letter, you shall be bound
to the terms and agreements contained in this Commitment Letter. Unless
otherwise extended by the parties, this Commitment Letter and Navation's
commitment hereunder shall remain in full force and effect until the earlier of
the execution of the Facility Documentation, in which case the Facility
Documentation shall supercede this Commitment Letter, or June 30, 2010. The fees
and compensation, expense reimbursement, indemnification and governing law and
forum provisions hereof and in the Term Sheet shall survive termination of (i)
this Commitment Letter (or any portion hereof) and (ii) any or all of Navation's
commitment hereunder.

                            [Signature Page Follows]







                                       6
<PAGE>
                  Navation is pleased to have been given the opportunity to
assist you in connection with the Financing.



Very truly yours,


NAVATION, INC.

By: /s/ Allen Salmasi
    --------------------------------------
    Name: Allen Salmasi
    Title: President



Accepted and agreed to as of the date first written above:


NEXTWAVE WIRELESS LLC

By: /s/ Francis J. Harding
    --------------------------------------
    Name: Francis J. Harding
    Title: Executive Vice President



NEXTWAVE WIRELESS INC.

By: /s/ Francis J. Harding
    --------------------------------------
    Name: Francis J. Harding
    Title: Executive Vice President










                       Signature Page to Commitment Letter
<PAGE>
                                     ANNEX I
                                     -------

                              NEXTWAVE WIRELESS LLC
                              ---------------------
                     SECURED WORKING CAPITAL CREDIT FACILITY
                     ---------------------------------------

                                   TERM SHEET
                                   ----------

         This term sheet (the "Term Sheet") sets forth the terms of the Secured
Working Capital Facility (the "Credit Facility") provided for under the binding
Commitment Letter, dated as of March 27, 2009, between NextWave Wireless LLC
(the "Company"), a wholly-owned subsidiary of NextWave Wireless Inc. (the
"Parent"), the Parent and Navation, Inc. ("Navation"). All capitalized terms
used but not defined herein shall have the meanings provided in the Commitment
Letter to which this Term Sheet is attached.


Borrower:                           The Company.

Lenders:                            Navation and its permitted successors and
                                    assigns.

Collateral Agent:                   The Bank of New York Mellon; provided, that
                                    the Lenders may elect to select a different
                                    collateral agent for the Designated
                                    Collateral in the event that counsel for the
                                    Lenders determines that there is a conflict
                                    of interest between the interests of
                                    creditors having a lien in the Shared
                                    Collateral (including creditors under the
                                    Existing Debt) and creditors having an
                                    interest in the Designated Collateral.

Credit Facility:                    Secured Working Capital Credit Facility
                                    under which Navation has committed to extend
                                    to the Company up to $15 million under a
                                    working capital facility, as loans evidenced
                                    by an issuance of notes, for the purpose of
                                    funding the operations of the Company and
                                    its affiliates.

Borrowings:                         Subject to satisfaction of the conditions to
                                    funding provided in Annex II (the "Borrowing
                                    Conditions"), the Company shall be permitted
                                    to borrow up to an aggregate of $15 million
                                    in one or more borrowings evidenced by an
                                    issuance of notes, on or after the Initial
                                    Borrowing Date from the Lenders. Each
                                    borrowing under the Facility Documentation
                                    shall be in a minimum aggregate amount of
                                    $1,000,000, and additional increments of
                                    $500,000. Subject to the foregoing, the
                                    Company shall have the ability to determine
                                    the amount of each borrowing in its sole
                                    discretion (up to the full amount of the
                                    availability of $15 million), provided that
                                    no more than one borrowing shall be
                                    permitted in a given calendar week. All
                                    borrowings under the Facility Documentation
                                    shall be referred to in aggregate as "Loans"
                                    and the notes evidencing them shall be
                                    referred to as "Notes." Borrowings under the
                                    Credit Facility may be repaid but not
                                    redrawn.

                                    No borrowing shall be permitted prior to
                                    June 1, 2009, and all Facility Documentation
                                    must have been executed by the parties prior
                                    to the making of any Loans. Borrowing
                                    requests shall be funded within 2 business
                                    days of submission, subject to satisfaction
                                    of all Borrowing Conditions and the

<PAGE>
                                    conditions specified in "Conditions to Each
                                    Draw" below.

Principal Amount:                   The "Principal Amount" of the Loans shall
                                    mean the aggregate amount of indebtedness
                                    outstanding from time to time under the
                                    Credit Facility, as such amount may be
                                    increased (as a result of accruals,
                                    borrowings or otherwise) or decreased (as a
                                    result of repayments) from time to time in
                                    accordance with the terms herein.

Stated Maturity Date:               The Notes under the Credit Facility will
                                    mature and all unused commitments shall
                                    expire on September 30, 2010.

Interest Rate:                      The Loans will accrue PIK interest at a rate
                                    of 14% per annum accruing daily and
                                    compounding quarterly on the Principal
                                    Amount, and calculated on a 360-day year
                                    basis. All such PIK interest shall become
                                    part of the Principal Amount and shall be
                                    due and payable at the time the Principal
                                    Amount becomes due and payable.

                                    In each case above, if at any time an event
                                    of default has occurred and is continuing,
                                    the then Principal Amount of the Loans
                                    (including any accrued and capitalized PIK
                                    interest) will thereafter accrue interest at
                                    a rate per annum equal to the sum of 2% plus
                                    the interest rate then otherwise in effect,
                                    calculated on a daily basis.

Mandatory Repayment Provisions:     o        After the date on which the First
                                             Lien Notes are paid in full, upon
                                             any Asset Sale (as defined in the
                                             Second Lien Documents, subject to
                                             the following sentence), the Loans
                                             will be subject to mandatory
                                             repayment, in whole or from
                                             time-to-time in part, from the Net
                                             Proceeds (as defined in the Second
                                             Lien Documents) from any such Asset
                                             Sale, on a pari passu basis with
                                             the Second Lien Notes, at par plus
                                             (A) any accrued and unpaid interest
                                             to the date of redemption, and (B)
                                             a make-whole payment amount based
                                             upon the present values of PIK
                                             interest and cash interest accruals
                                             and payments on the Notes that
                                             would accrue or be payable at the
                                             rates provided herein to the Stated
                                             Maturity Date (each, the
                                             "Applicable Repayment Price"). The
                                             "Asset Sale" definition in the
                                             First, Second and Third Lien
                                             Documents shall be amended to
                                             exclude any disposition of
                                             Designated Collateral.

                                    o        The present values will be
                                             calculated by discounting the
                                             amount of each payment of PIK
                                             interest from the date that each
                                             such payment would have been
                                             payable, but for the repayment, to
                                             the repayment date at a discount
                                             rate equal to applicable U.S.
                                             Treasury rate, plus 50 basis
                                             points.

Warrants:                           On the initial borrowing date (the "Initial
                                    Borrowing Date") the Parent shall issue to
                                    the Lenders, pro rata, penny warrants
                                    providing for the issuance of an aggregate
                                    of 7.5 million shares of Parent common stock
                                    (the "Warrants"). Such Warrants shall be in
                                    the same form as those previously issued to
                                    the Second Lien Note holders. The Warrants


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<PAGE>
                                    will also have a 9.9% savings clause for any
                                    Lender that requests such a limitation. The
                                    common stock underlying the Warrants will
                                    have the benefit of registration rights
                                    pursuant to the Registration Rights
                                    Agreement entered into in connection with
                                    the October 2008 issuance of the Second Lien
                                    Notes, pursuant to an amendment thereof in
                                    form and substance satisfactory to the
                                    Lenders.

Commitment Fee:                     On the earlier of (i) the date on which the
                                    Company publicly announces or discloses the
                                    execution of, and (ii) the date that is five
                                    business days after the date of, the
                                    Commitment Letter to which this Term Sheet
                                    is attached, the Company shall pay Navation
                                    a Commitment Fee equal to $750,000 in
                                    immediately available funds.

Collateral and Guarantees:          The Loans shall be guaranteed on the same
                                    terms as those set forth in the Second Lien
                                    Documents and the security interests granted
                                    by guarantors in support of such guarantees
                                    shall be subordinated only to the liens
                                    securing the First Lien Notes for so long as
                                    such notes are outstanding.

                                    The Loans shall be secured by a first
                                    priority lien (pursuant to pledge
                                    documentation satisfactory to the Lenders)
                                    on the accounts receivable, revenue
                                    contracts and inventory of the Company's
                                    subsidiary PacketVideo Corporation
                                    ("PacketVideo"), and each of PacketVideo's
                                    subsidiaries, including any proceeds of the
                                    foregoing (such collateral, the "Designated
                                    Collateral"). It is understood that the
                                    Credit Providers shall be entitled to
                                    exercise all the rights of a senior creditor
                                    with respect to the Credit Facility and as a
                                    first priority secured creditor with respect
                                    to the Designated Collateral.

                                    In addition, the Loans and the guarantees of
                                    the Loans shall be also be secured by a
                                    second priority lien, pari passu with the
                                    Second Lien Note holders and pursuant to
                                    documentation in the same form as the
                                    documentation governing the security
                                    interests securing the Second Lien Notes,
                                    over the Collateral (as such term is defined
                                    in the Intercreditor Agreement (the "Shared
                                    Collateral" and, together with the
                                    Designated Collateral, the "Total
                                    Collateral"). The ability of the Lenders to
                                    exercise any rights or remedies with respect
                                    to the Shared Collateral shall be subject to
                                    the terms set forth in an Intercreditor
                                    Agreement, as amended by the Intercreditor
                                    Amendment (as defined in the Commitment
                                    Letter).

                                    For the avoidance of doubt, the Loans
                                    pursuant to the Credit Facility shall be
                                    senior debt (i.e. shall not be subordinated
                                    in right of payment to any other debt) and
                                    shall be pari passu with the Second Lien
                                    Notes only in respect of the Shared
                                    Collateral.

Asset Sales:                        After the date on which the First Lien Notes
                                    are paid in full, Net Proceeds from Asset
                                    Sales must be applied to repay the Loans at
                                    the Applicable Repayment Price specified
                                    above, on a pari passu basis with the Second
                                    Lien Notes.


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<PAGE>
Conditions to Each Draw:            The Borrowing Conditions relating to the
                                    Initial Borrowing Date are set forth in
                                    Annex II. Conditions precedent to each
                                    borrowing under the Credit Facility
                                    subsequent to the Initial Borrowing Date
                                    will be (1) the absence of any continuing
                                    default or event of default, (2) the
                                    accuracy of all representations and
                                    warranties, (3) receipt of a customary
                                    borrowing notice no later than two business
                                    days prior to the date of the proposed
                                    borrowing, and (4) there being no legal bar
                                    to the Lenders making the Loan.

Covenants Generally:                The note purchase agreement for the Credit
                                    Facility and Notes shall contain covenants
                                    that are the same as those contained in the
                                    Second Lien Documents, with such changes as
                                    are necessary or appropriate to implement
                                    the terms set forth in this Term Sheet.

Representations and Warranties:     The note purchase agreement for the Credit
                                    Facility and Notes shall contain
                                    representations and warranties that are the
                                    same as those in the Second Lien Documents,
                                    with such changes as are necessary or
                                    appropriate to implement the terms set forth
                                    in this Term Sheet, and shall include in any
                                    event a representation and warranty that no
                                    portion of the Designated Collateral
                                    constitutes Shared Collateral.

Events of Default:                  The terms shall be the same as those in the
                                    Second Lien Documents, with such changes as
                                    are necessary or appropriate to implement
                                    the terms set forth in this Term Sheet.

Voting / Amendments:                The holders of the Notes and the
                                    then-existing holders of the Second Lien
                                    Notes shall enter into an agreement that
                                    provides for all such holders to vote as one
                                    class in respect of the Second Lien Notes
                                    and the Notes for the purpose of approving
                                    different types of amendments, waivers and
                                    modifications, except for (i) votes on
                                    amendments, modifications and waivers of the
                                    types described in the second proviso to
                                    Section 10.3(a) of the purchase agreement
                                    governing the Second Lien Notes, and (ii)
                                    actions relating to "sacred rights"
                                    representations, warranties, covenants,
                                    events of default, remedies and other
                                    provisions (all to be agreed on by, and
                                    satisfactory in form and substance to, the
                                    then-existing holders of the Second Lien
                                    Notes and the holders of the Notes) relating
                                    to the Designated Collateral or the Credit
                                    Facility or the documentation governing the
                                    Designated Collateral or the Credit
                                    Facility, as to which amendments,
                                    modifications and waivers regarding the
                                    matters described in clauses (i) and (ii)
                                    the holders of the Notes and the
                                    then-existing holders of the Second Lien
                                    Notes shall vote as separate classes.

Use of Proceeds:                    The proceeds from the Credit Facility shall
                                    be used solely for the ordinary course
                                    operations of the business and shall not be
                                    used for any other purpose, including any
                                    acquisition of any assets or business.

Definitive Agreements:              The Facility Documentation will include, but
                                    not be limited to, the following:


                                       4
<PAGE>
                                        o    Secured Working Capital Notes
                                             Purchase Agreement

                                        o    Notes

                                        o    Security Agreements (including
                                             applicable collateral
                                             documentation)

                                        o    Intercreditor Agreement (as
                                             amended)

                                        o    Warrant Agreement

                                        o    Registration Rights Agreement (as
                                             amended)

                                        o    Parent Guarantees

                                        o    Subsidiary Guarantees

                                        o    Collateral Agency Agreements

                                    Except as otherwise specified in the
                                    Commitment Letter or this Term Sheet, the
                                    definitive agreements shall be on terms the
                                    same as those in the Second Lien Documents,
                                    with such changes as are necessary or
                                    appropriate to implement the terms set forth
                                    in this Term Sheet..

Intercreditor Agreement/Consents:   Consent of the First, Second and Third Lien
                                    Note holders (collectively, the "Required
                                    Consents") is required in order to provide
                                    for the consummation of the transactions
                                    contemplated herein, for the grant of the
                                    second lien security interest, for the
                                    apportionment of Net Proceeds of Asset Sales
                                    pro rata with the Second Lien Notes, for the
                                    amendment of the Intercreditor Agreement,
                                    the Registration Rights Agreement and
                                    certain other agreements and documents, and
                                    for certain other provisions contemplated
                                    herein.

Disposition of Semiconductor
Business Assets:                    Navation shall have a right of first refusal
                                    with regard to any disposition of NextWave's
                                    semiconductor business assets, the existence
                                    of which right of first refusal shall not
                                    affect Navation's commitment under the
                                    Commitment Letter or the Credit Facility. To
                                    the extent that Navation, either directly or
                                    indirectly, acquires or facilitates through
                                    third parties the acquisition of NextWave's
                                    semiconductor business assets, the amount of
                                    its commitment under the Credit Facility
                                    would be reduced by the total amount of
                                    liabilities, obligations and expenses of the
                                    Company or its subsidiaries actually
                                    acquired, assumed, paid or otherwise caused
                                    to be released in the transaction, up to $2
                                    million. The Company understands that Mr.
                                    Salmasi is exploring with third parties the
                                    acquisition of the assets of the Company's
                                    semiconductor business unit, and the Company
                                    agrees to provide commercially reasonable
                                    support in those discussions and assist in
                                    the appropriate transactions and
                                    transitions, it being understood that the
                                    Company's level of support in such
                                    transactions shall not provide a basis to
                                    withhold funding under the Credit Facility.


                                       5
<PAGE>
Board Nomination Arrangement:       The Board of Directors of the Company has
                                    adopted a resolution, which shall not be
                                    revoked or rescinded, which provides that
                                    Mr. Allen Salmasi shall be nominated to the
                                    Board, and shall serve as Chairman of the
                                    Board of Directors, for another term
                                    commencing at the general shareholders
                                    meeting planned for June 2009.

Assignments/Participations:         On the terms as contemplated by the
                                    Commitment Letter and in the form attached
                                    as Annex III thereto.

Lenders' Counsel:                   Up to two legal counsels, each of which
                                    shall represent one or more Lenders.

Governing Law and Forum:            New York





















                                       6
<PAGE>
                                    ANNEX II
                                    --------

                             CONDITIONS TO BORROWING
                             -----------------------


                  The initial borrowing of funds under the Commitment Letter and
the Credit Facility are subject to the conditions set forth in the Commitment
Letter and satisfaction of each of the conditions precedent set forth below. All
capitalized terms used but not defined herein shall have the meanings provided
in the Commitment Letter to which this Annex II is attached.

         1. All of the conditions set forth under "Borrowings" in the Term Sheet
shall have been satisfied (including the requirement that no borrowing occur
prior to June 1, 2009) and there shall be no legal bar to the Lenders making the
Loan.

         2. The representations and warranties contained in the Commitment
Letter and in the Facility Documentation shall be true and accurate as of the
date of the initial borrowing of funds as though made as of such date. No
default or event of default shall exist (or shall result from the entry into the
Facility Documentation, the borrowings thereunder or the consummation of the
transactions contemplated thereby or by the Commitment Letter) under any
financing agreement (including without limitation the Existing Debt
Documentation) or any other material agreement to which the Parent or any of its
subsidiaries is a party or is otherwise bound.

         3. No portion of the Designated Collateral shall constitute Collateral
(as defined in the Intercreditor Agreement).

         4. All Facility Documentation shall be in form and substance
satisfactory to the Credit Providers, and the Credit Providers shall have
received duly executed counterparts of the Facility Documentation.

         5. The Warrants, as defined in and contemplated by the Term Sheet,
shall have been issued.

         6. The Parent and its subsidiaries and the transactions contemplated by
the Commitment Letter shall be in compliance, in all material respects, with all
applicable foreign and U.S. federal, state and local laws and regulations,
including all applicable environmental laws and regulations. All governmental,
shareholder and third party approvals necessary or advisable in connection with
the Financing and the other transactions contemplated by the Commitment Letter
(including, without limitation, stock exchange approvals) and the continuing
operations of the business of the Parent and its subsidiaries shall have been
obtained and be in full force and effect, and all applicable waiting periods
shall have expired without any action being taken or threatened by any competent
authority which would restrain, prevent or otherwise impose adverse conditions
on the Financing and the other transactions contemplated by the Commitment
Letter and no law or regulation shall be applicable which could reasonably be
expected to have such effect.

         7. The Credit Providers shall have received all opinions, certificates,
resolutions, corporate and public records, insurance certificates (and related
endorsements), such documentation as may be necessary or appropriate to create a
perfected, first priority lien on the Designated Collateral and a perfected,
second priority lien in the Shared Collateral described under "Collateral and
Guarantees" in the Term Sheet, subject to customary permitted liens to be agreed


                                       7
<PAGE>
upon, and any other closing documentation as the Credit Providers shall
reasonably request, all of the foregoing in form and substance reasonably
satisfactory to the Credit Providers. There shall be no restriction, whether
contractual (as a violation of, or default or event of default or other adverse
consequence under, the applicable contract or any other agreement of the Parent
or its subsidiaries) or under any applicable law, on the hypothecation and
pledge of the revenue contracts of PacketVideo Corporation as described under
"Collateral and Guarantees" in the Term Sheet, or on the ability of the Credit
Providers to realize or foreclose on, or sell or otherwise transfer, or
otherwise exercise their rights in respect of, such revenue contracts and the
proceeds thereof.

         8. The Parent and the Company shall have provided the documentation and
other information to the Credit Providers that is required by regulatory
authorities under applicable "know your customer" and anti-money-laundering
rules and regulations.

         9. The Collateral Agent under the Second Lien Notes shall have a
perfected, second priority lien on and security interest in all assets as
required in the Term Sheet under the heading "Collateral and Guarantees." The
Credit Providers shall have a perfected, first priority lien on and security
interest in the Designated Collateral and a perfected, second priority lien on
and security interest in the Shared Collateral, all as required in the Term
Sheet under the heading "Collateral and Guarantees."

         10. All costs, fees, expenses (including, without limitation, legal
fees and expenses) and other compensation payable to the Credit Providers, and
to the Collateral Agent under the Second Lien Notes and, if applicable, to the
Collateral Agent or Collateral Agents under the Credit Facility, shall have been
paid to the extent due.

         11. The documentation governing the First Lien Notes (such
documentation, the "First Lien Documents"), the Second Lien Notes (such
documentation, the "Second Lien Documents"), and the Third Lien Notes (such
documentation, the "Third Lien Documents" and, together with the First Lien
Documents and the Second Lien Documents, collectively the "Existing Debt
Documentation") shall have been amended, in a manner satisfactory in form and
substance to the Credit Providers, to permit the entry into the Credit Facility
and the consummation of the transactions contemplated thereby, the incurrence of
the debt under the Credit Facility and the guarantees thereof, and the security
interests securing the Credit Facility, to reflect the provisions under the
heading "Voting / Amendments" in the Term Sheet, to exclude any requirement that
the proceeds of dispositions of the Designated Collateral (whether as an Asset
Sale or otherwise) become Shared Collateral or be applied to payment of any
Existing Debt or other amounts owing under the Existing Debt Documentation, and
to reflect the other terms and conditions set forth herein and in the Term
Sheet. The Required Consents (as defined in the Term Sheet) shall have been
obtained.



                                       8
<PAGE>
                                    ANNEX III
                                    ---------

                               FORM OF ASSIGNMENT
                               ------------------

         This ASSIGNMENT, dated as of ___________, is entered into between
___________ ("Assignor") and ___________ ("Assignee").

         The parties hereto hereby agree as follows:

         Section 1. Assignment. Assignor hereby assigns to Assignee, and
Assignee hereby assumes from Assignor, a portion of Assignor's rights and
obligations in its capacity as Credit Provider under the Working Capital Credit
Facility Commitment Letter, dated as of March 27, 2009, from Navation, Inc. to
NextWave Wireless LLC and NextWave Wireless Inc. (collectively, together with
the attachments and annexes thereto, the "Commitment Letter"; capitalized terms
defined therein and not herein being used herein as therein defined), consisting
of a $___________ principal amount of the commitment to provide the Credit
Facility, and a ratable share of the other rights and obligations of Assignor
thereunder, in each case to the extent related to such principal amount (the
"Assigned Interest").

         Section 2. Representations, Warranties and Covenants of
Assignor. Assignor represents and warrants to Assignee that (i) it has full
power and authority, and has taken all actions necessary for it, to execute and
deliver this Assignment and to consummate the transactions contemplated hereby
and (ii) it is the legal and beneficial owner of its Assigned Interest and that
such Assigned Interest is free and clear of any adverse claims, and (iii) the
person signing, executing and delivering this Assignment on behalf of the
Assignor is an authorized signer for the Assignor and is authorized to execute,
sign and deliver this Assignment. [Assignor agrees to pay Assignee $___________
in immediately available funds (the "Assignment Fee") in consideration for
Assignee's agreement to enter into this Assignment, constituting the ratable
share of the Commitment Fee, specified in the Term Sheet and payable under the
Commitment Letter to Assignor, that is allocable to the Assigned Interest.
Assignor shall pay the Assignment Fee to Assignee promptly upon, and in any
event no later than one business day after the date of, Assignor's receipt of
such Commitment Fee or any portion thereof in an amount equal to or greater than
the amount of the Assignment Fee.]

         Section 3. Representations and Warranties of Assignee. Assignee (a)
represents and warrants to Assignor that (i) it has full power and authority,
and has taken all actions necessary for Assignee, to execute and deliver this
Assignment and to consummate the transactions contemplated hereby, and (ii) the
person signing, executing and delivering this Assignment on behalf of the
Assignor is an authorized signer for the Assignor and is authorized to execute,
sign and deliver this Assignment.

         Section 4. Conditions to Effectiveness; Determination of Effective
Date. The effective date of this Assignment (the "Effective Date") shall be the
date hereof, provided that, and as a condition thereto, each of Assignor and
Assignee shall have received from the other a duly executed counterpart of this
Assignment.

         Section 5. Effect. As of the Effective Date, (a) Assignee shall be a
party to the Commitment Letter and have the rights and obligations of a Credit
Provider under the Commitment Letter to the extent provided herein in respect of
the Assigned Interest, and (b) Assignor shall, to the extent provided in this
Assignment, relinquish its rights and be released from its obligations under the


                                       9
<PAGE>
Commitment Letter to the extent related solely to the Assigned Interest.

         Section 6. Miscellaneous. This Assignment shall be governed by, and be
construed and interpreted in accordance with, the law of the State of New York.
This Assignment may be executed in any number of counterparts and by different
parties in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement. Signature pages may be detached from multiple separate
counterparts and attached to a single counterpart. Delivery of an executed
signature page of this Assignment by facsimile transmission or electronic
transmission shall be as effective as delivery of a manually executed
counterpart of this Assignment.


                            [SIGNATURE PAGES FOLLOW]






















                                       10
<PAGE>
                   IN WITNESS WHEREOF, the parties hereto have caused this
Assignment to be executed by their respective officers thereunto duly
authorized, as of the date first above written.




                                            -----------------------------------
                                            as Assignor

                                            By:
                                                -------------------------------
                                            Name:
                                            Title:



                                            -----------------------------------
                                            as Assignor

                                            By:
                                                -------------------------------
                                            Name:
                                            Title:












                         [Signature page - Assignment]
<PAGE>
Accepted and agreed to as of
the date first written above:



NEXTWAVE WIRELESS LLC

By:
    --------------------------------------
    Name: Francis J. Harding
    Title: Executive Vice President



NEXTWAVE WIRELESS INC.

By:
    --------------------------------------
    Name: Francis J. Harding
    Title: Executive Vice President





















                         [Signature page - Assignment]