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                                                                   Exhibit 10.24

                     EBS CAPACITY USE AND ROYALTY AGREEMENT

       THIS EBS CAPACITY USE AND ROYALTY AGREEMENT (this "Agreement") is made
this 15th day of September, 2005 by and between (i) HISPANIC INFORMATION AND
TELECOMMUNICATIONS NETWORK, INC., a New York not-for-profit corporation
("Licensee") and (ii) CLEARWIRE SPECTRUM HOLDINGS LLC, a Delaware limited
liability company ("Operator"). Licensee and Operator are referred to
individually without distinction as a "Party" and collectively as the "Parties."

                                R E C I T A L S:

       WHEREAS, the Federal Communications Commission (including any successor
to its functions and powers, "FCC") allows Educational Broadband Service
("EBS"), formerly known as Instructional Television Fixed Service, EBS stations
to be used for commercial purposes;

       WHEREAS, Licensee holds an FCC authorization with the call sign listed on
Exhibit A (the "License", including any associated authorizations other than
I-channel authorizations, the "Licenses") to operate the six (6) MHz EBS
channels listed on Exhibit A (each such channel, is referred to individually as
an "EBS Channel," and collectively as the "EBS Channels") in the metropolitan
area where the EBS Channels are authorized to operate as listed on Exhibit A
(the "Market Area");

       WHEREAS, Operator desires to provide digital wireless services to
customers and to use the transmission capacity of the EBS Channels for these
purposes;

       WHEREAS, Operator may enter into capacity use agreements with other EBS
and/or Broadband Radio Service ("BRS"), formerly known as Multipoint
Distribution Service licensees and applicants in the Market Area, may be the
licensee of BRS and EBS channels in the Market Area and may use other radio
frequencies, including unlicensed spectrum in the Market Area (the radio
transmission and receive facilities in the Market Area using EBS, BRS and other
channels leased or licensed to Operator or any of its Affiliates or otherwise
made available to Operator or any of its Affiliates for operation within the
Market Area, including signal input facilities, are referred to collectively as
the "System");

       WHEREAS, Licensee and Flux U.S. Corporation are parties to that certain
Option Spectrum Agreement dated March 29, 2004 (the "Option Spectrum
Agreement"), which provides for additional rights and obligations between
Licensee and Operator;

       WHEREAS, the excess transmission capacity of the EBS Channels is
available for commercial and/or secondary purposes, consistent with the
Communications Act of


[* * * Portions of this Exhibit have been omitted and filed separately
with the Securities and Exchange Commission as part of an application for
confidential treatment pursuant to the Securities Act of 1933, as amended]


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1934, as amended, and the rules, regulations and policies of the FCC
(collectively "FCC Rules"); and

       WHEREAS, Licensee is licensed under the Federal Communications Commission
to disseminate its programming in the EBS and Operator wishes to utilize
Licensee's capacity pursuant to FCC Rules.

       NOW THEREFORE, in consideration of the foregoing and the mutual promises
and undertakings set forth herein, Licensee and Operator agree as follows:

1.     TERM OF AGREEMENT.

       Subject to PARAGRAPHS 8 AND 9 of this Agreement, the term of this
Agreement shall begin on the date hereof (the "Effective Date") and shall expire
at the current term of the License ("Initial Term"). If further extension of
this Agreement or execution of a new Agreement is not then precluded by the FCC
Rules generally pertaining to EBS licenses, then upon the expiration of the
Initial Term, if Operator is not then in default under this Agreement, this
Agreement will automatically renew for two additional terms (a "Renewal Term")
of ten (10) years each (during the Initial Term or any Renewal Term) plus one
additional term ("Final Term"), if applicable, that continues until September
15, 2035; however, for clarity, in no case shall the aggregate length of the
Initial Term, all Renewal Terms and the Final Term exceed a maximum term of
thirty (30) years; provided that this Agreement may be terminated by Operator at
the expiration of the Initial Term or upon the Renewal Term, if Operator
provides written notice to Licensee not less than ninety (90) days prior to the
last day of the preceding term. The Initial Term together with the Renewal Term
shall be referred to as the "Term". The terms and conditions of this Agreement
for a Renewal Term shall be identical to the terms and conditions for the
Initial Term.

2.     ALLOCATION AND USE OF TRANSMISSION CAPACITY.

       a)     DISTRIBUTION OF CAPACITY PRIOR TO TWO WAY OPERATIONS.

              (i)    Transition from Legacy Operations to Two-way Operations.
                     The provisions of this SUBPARAGRAPH 2(a) shall be effective
                     from the Effective Date until the date transitional
                     operations provided for under this SUBPARAGRAPH 2(a) are
                     discontinued, and the provisions of SUBPARAGRAPHS 2(c)
                     THROUGH (p) shall be effective from the Start Date until
                     the termination of this Agreement.

                     (1)    Provision and Operation of Equipment. Promptly after
                            the Effective Date, Operator, at its expense, shall
                            procure and construct such equipment and facilities
                            as are required to operate the EBS Channels in
                            accordance with the Licenses,


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                            and for Licensee to continue such services as it
                            last provided prior to the Effective Date, whether
                            pursuant to any prior provision of the transmission
                            capacity of the EBS Channels (a "Prior Use
                            Agreement") to a third party (a "Prior User") or
                            otherwise, including program input and video
                            equipment. Once constructed, Operator shall operate
                            and maintain such equipment and all subscriber
                            stations in service as of the Effective Date used in
                            conjunction with Licensee's services, at Operator's
                            expense, in accordance with PARAGRAPH 3 and in
                            accordance with SUBPARAGRAPH 6(c) as though such
                            subscriber response stations were Primary Response
                            Stations. Operator also shall procure and shall bear
                            all expenses under all site leases.

                     (2)    Right to Buy and Use Legacy Equipment under Prior
                            Use Agreement or Otherwise.

                            (A)    To the extent that Licensee owns, or has the
                                   right to use or possess, as of the Effective
                                   Date and apart from any Prior Use Agreement,
                                   the whole or any portion of the transmission,
                                   hub site reception, response station, program
                                   input equipment or other equipment used to
                                   operate the EBS Channels in the Market Area
                                   prior to the Effective Date (any such
                                   equipment referred to as "Licensee Legacy
                                   Equipment"), Licensee agrees to make such
                                   Licensee Legacy Equipment available to
                                   Operator, at no additional cost to Operator,
                                   for use in the provision of EBS services
                                   contemplated under this SUBPARAGRAPH 2(a) to
                                   the extent Licensee is able to do so without
                                   violating the terms of any agreement creating
                                   such right to use or possess.

                            (B)    If the Prior Use Agreement provides Licensee
                                   with a right existing on the Effective Date
                                   to purchase the whole or any portion of the
                                   transmission and/or hub site reception
                                   equipment used by the Prior User or equipment
                                   in replacement thereof (the "Prior User
                                   Legacy Equipment," together with the Licensee
                                   Legacy Equipment, the "Legacy Equipment"),
                                   Licensee shall either exercise such right
                                   (any such purchase, a "Licensee Purchase") or
                                   Licensee shall promptly give Operator notice
                                   that Licensee does not intend to exercise
                                   such right. Unless Operator intends to cause
                                   the Start Date to occur so early that
                                   Operator does not have a need to use such
                                   Prior Use

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                                   Legacy Equipment, if Licensee gives such
                                   notice, Operator shall tender to Licensee
                                   notice that Operator desires Licensee to
                                   exercise such right and Operator shall tender
                                   to Licensee such immediately available funds
                                   as are required to exercise and consummate
                                   such right by the date that is five (5) days
                                   (or if five days is not available, such
                                   reasonable time) before the time stated in
                                   the Prior Use Agreement by which Licensee
                                   must take any action to exercise such right
                                   of purchase (the "Equipment Notice Date"),
                                   and Licensee shall use commercially
                                   reasonable efforts, all at Operator's
                                   expense, to purchase such Prior User Legacy
                                   Equipment on behalf of Operator (an "Operator
                                   Purchase") in accordance with the terms of
                                   such purchase right; provided, however,
                                   Licensee shall not be required to, absent its
                                   consent (which consent will not be
                                   unreasonably withheld or delayed), and
                                   Licensee shall not without Operator's prior
                                   written consent, invoke judicial processes,
                                   invoke arbitral processes or take any other
                                   extraordinary action to require the Prior
                                   User's observance of such right. In the event
                                   that Licensee purchases the Prior User Legacy
                                   Equipment in accordance with this
                                   SUBPARAGRAPH 2(a)(i)(2)(B), the Prior User
                                   Legacy Equipment shall be used by Operator to
                                   commence operation or continue operation, as
                                   applicable, of the EBS Channels in accordance
                                   with SUBPARAGRAPH 2(a)(i)(1). In the event of
                                   a Licensee Purchase, Licensee shall hold
                                   title in the Prior User Legacy Equipment, but
                                   Operator may use such equipment pursuant to
                                   the provisions of this SUBPARAGRAPH 2(a) and
                                   FCC Rules. In the event of an Operator
                                   Purchase) title shall be held by Operator
                                   and, if used to operate the EBS Channels,
                                   such equipment shall be deemed leased to
                                   Licensee for One Dollar ($1.00) per year
                                   subject to the provisions of this
                                   SUBPARAGRAPH 2(a). If Operator does not
                                   provide notice that Operator desires Licensee
                                   to exercise such purchase right or fails to
                                   tender to Licensee such funds by the
                                   Equipment Notice Date, Licensee may purchase
                                   the whole or any part of the Prior Use Legacy
                                   Equipment free of any and all rights of
                                   Operator thereto, and Licensee may use such
                                   equipment for any purpose, provided, in the
                                   event of such purchase, Licensee shall
                                   promptly remove acquired Prior User Legacy
                                   Equipment from any Transmission site

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                                   then being utilized by Operator to provide
                                   transition services.


                            (C)    If (x) the Prior Use Agreement provides
                                   Licensee with a right existing on the
                                   Effective Date to continue to use any of the
                                   Prior User Legacy Equipment, in lieu of or in
                                   addition to any right to purchase the same,
                                   or to otherwise occupy any one or more
                                   transmitter and/or hub reception sites for
                                   the EBS Channels for any period after the
                                   expiration or termination of the Prior Use
                                   Agreement (a "Hold-over Right"), and (y)
                                   Operator shall tender to Licensee notice that
                                   Operator desires Licensee to exercise such
                                   right and Operator shall tender to Licensee
                                   such immediately available funds as are
                                   required to exercise and consummate such
                                   right by the date that is five (5) days
                                   before the time stated in the Prior Use
                                   Agreement by which Licensee must take any
                                   action to exercise the Hold-over Right (the
                                   "Hold-over Right Notice Date"), then Licensee
                                   shall use good faith efforts, all at
                                   Operator's expense, to exercise the Hold-over
                                   Right in accordance with the terms of such
                                   right; provided, however, Licensee shall not
                                   be required to, absent its consent, and
                                   Licensee shall not without Operator's prior
                                   written consent, invoke judicial processes,
                                   invoke arbitral processes or take any other
                                   extraordinary action to require the Prior
                                   User's observance of such right; provided,
                                   further, Licensee shall not be required to
                                   exercise such Hold-over Right if such
                                   Hold-over Right is not available or will be
                                   precluded because of the existence of this
                                   Agreement. In the event that periodic
                                   payments are required under the Prior Use
                                   Agreement in exchange for the Hold-over
                                   Right, Operator shall tender such payments to
                                   Licensee reasonably in advance of their due
                                   dates to allow Licensee to make such payments
                                   to the Prior User via U.S. mail, and if such
                                   payments are so tendered, Licensee shall
                                   timely make such payments. If the exercise of
                                   the Hold-over Right is an alternative, in
                                   whole or in part, to the exercise of any
                                   option to purchase the Prior User Legacy
                                   Equipment, then Operator may require Licensee
                                   to exercise the rights in this SUBPARAGRAPH
                                   2(a)(i)(2)(C) to the extent that the exercise
                                   of such rights would not conflict with the
                                   exercise of the rights in SUBPARAGRAPH
                                   2(a)(i)(2)(B).


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                            (D)    In the event that Licensee exercises the
                                   Hold-over Right, Licensee may restrict
                                   Operator's access to the equipment at the
                                   Hold-over Right sites to the extent required
                                   by the permission under which Licensee
                                   continues to have access to such sites, but
                                   Licensee shall cooperate with Operator, at
                                   Operator's expense, to cause repair,
                                   maintenance and installation personnel to
                                   have access as is permissible to the site(s).

                            (E)    Upon request by Operator, Licensee agrees to
                                   cooperate, at Operator's expense, with
                                   Operator in negotiations with a Prior User to
                                   obtain access to equipment or transmission
                                   sites on a transitional basis in order to
                                   minimize the costs of transition services
                                   provided by Operator pursuant to this
                                   SUBPARAGRAPH 2(a), consistent with any rights
                                   of Licensee described in this SUBPARAGRAPH
                                   2(a).

                            (F)    Subject to SUBPARAGRAPH 2(a)(i)(2)(D),
                                   Operator shall maintain, repair and replace
                                   any equipment operated pursuant to this
                                   SUBPARAGRAPH 2(a) as required for it to
                                   operate in accordance with manufacturers'
                                   specifications and FCC Rules.

              (ii)   Within thirty (30) days of any request by Licensee,
                     Operator shall cease using and shall return to Licensee
                     such Licensee Legacy Equipment and Prior Use Legacy
                     Equipment as requested by Licensee in such notice (the
                     "Identified Legacy Equipment"). If the Identified Legacy
                     Equipment is Prior User Legacy Equipment constituting an
                     Operator Purchase, Licensee shall reimburse Operator the
                     amount Operator actually paid the Prior User for such
                     equipment, minus any depreciation accumulated during the
                     period held by Operator for such equipment within sixty
                     (60) days of Licensee's receipt of such equipment. The
                     Identified Legacy Equipment shall be shipped by Operator to
                     such domestic location as named in Licensee's notice and
                     shall be delivered to Licensee in good operating condition
                     subject to normal wear and tear. If the removal of such
                     equipment would render any station operating on the EBS
                     Channels inoperable, in whole or part, Operator shall, at
                     Operator's expense, replace such equipment on the day it is
                     dismantled with comparable equipment that meets the
                     requirements of FCC Rules and the applicable License.

              (iii)  Distribution of Capacity Prior to Start Date. The full
                     capacity of the EBS Channels, including all associated
                     response channels (if any), shall



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                     be allocated to Licensee from the Effective Date until the
                     Start Date, provided Licensee shall, upon request by
                     Operator, permit Operator to enter into subleases of video
                     excess capacity to third parties in conformity with FCC
                     Rules in order to defray the costs of the analog transition
                     services provided by Operator pursuant to this SUBPARAGRAPH
                     2(a). All proceeds from any such sublease shall be paid to
                     and retained by Operator. To comply with FCC Rules in the
                     event of such sublease, and in addition to such other
                     requirements as may be imposed by the FCC for such
                     subleasing, all of which requirements shall be satisfied by
                     Operator at its sole expense, either (x) a full EBS Channel
                     shall be reserved to Licensee at the Primary Transmission
                     Site during any such sublease if requested by Licensee (the
                     "Full Channel Option") or (y) Licensee shall have reserved
                     to Licensee such number of hours in a week on one EBS
                     Channel as equals the product of the number of EBS Channels
                     and twenty (20) (with such hours falling during those times
                     when schools ordinarily are in session) (the "Partial
                     Channel Option"). Operator, at its expense, shall transmit
                     educational programming provided by Licensee for
                     transmission over such EBS Channel full-time, if the Full
                     Channel Option is selected, or for the specified number of
                     hours per week, if the Partial Channel Option is selected.
                     Further, during any such sublease, if the Partial Channel
                     Option is selected, Licensee shall have the unabridgeable
                     right to recapture, subject to six (6) months' advance
                     written notification by Licensee to Operator, an average of
                     an additional twenty (20) hours per EBS Channel per week.
                     In the event that the sublease involves any Licensed
                     Booster Station or Unlicensed Booster Station in addition
                     to a Primary Transmission Site, Operator may sublease the
                     entire capacity of such booster station but Licensee shall
                     maintain the unabridgeable right to ready recapture at
                     least forty (40) hours per EBS Channel per week for
                     Licensee's services.

              (iv)   Digital Transition. Licensee shall cooperate with
                     Operator's efforts to plan for, construct and test the
                     System at Operator's expense prior to the Start Date, such
                     cooperation including the limitation of legacy operations
                     as reasonably requested by Operator for the purpose of
                     System tests. Licensee and Operator shall cooperate so as
                     to minimize the adverse impact on Licensee and its services
                     of any such change in the facilities or operating on the
                     EBS Channels. Licensee shall be responsible for assisting
                     its existing end users in connection with the transition to
                     digital transmission, subject to Operator's obligations to
                     provide equipment or services expressly provided in this
                     Agreement.

       b)     OPERATOR'S DIGITAL NETWORK.


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              (i)    Subject to SUBPARAGRAPHS 3(b)(i) AND (ii), Operator will
                     use reasonable efforts to prepare any necessary FCC
                     applications for two-way facilities in the Market Area as
                     soon as possible, subject to Operator's overall business
                     development plans approved by the Board of Directors of
                     Operator, or to the extent applicable, by the Board of
                     Directors of Operator's ultimate parent, and consistent, to
                     the extent reasonably achievable, with the educational
                     objectives of Licensee which involve the System. Operator
                     will use reasonable efforts to notify Licensee in writing
                     at least ninety (90) days prior to its plans to begin
                     developing two-way facilities in the Market Area, and to
                     submit written updates to Licensee of any material changes
                     to such plans, until such time that Operator has launched
                     services to the public in the Market Area. Subject to
                     SUBPARAGRAPH 3(b)(ii), the timing of such construction will
                     be at Operator's discretion, provided the construction
                     shall be consistent with the Licenses and FCC Rules.

              (ii)   The Parties intend that the System of which the EBS
                     Channels will form a part will, subject to required FCC
                     authorizations and FCC Rules, provide an array of services
                     and functionalities selected by Operator in accordance with
                     its business plan, as such business plan may evolve from
                     time to time, and the Parties anticipate that the
                     architecture of the System and its service set will evolve
                     in accordance with technological developments and
                     Operator's plan to employ technological developments in its
                     business. Accordingly, it is the intention and the
                     agreement of the Parties that this Agreement shall be
                     understood and interpreted in an expansive fashion to adapt
                     to such changes in technology, so as to give effect to the
                     original intent of the Parties as closely as possible in
                     order that the provisions hereof are given effect as
                     originally contemplated to the greatest extent possible.

              (iii)  Subject to SUBPARAGRAPH 3(b)(ii), at such time as Operator
                     determines to construct a two-way system in the Market
                     Area, Operator shall notify Licensee and consult with
                     Licensee on the schedule. The date on which Operator
                     commences digital commercial operations on any EBS Channel
                     authorized by special temporary or regular authority to
                     Licensee in the Market Area shall be deemed to be the
                     "Start Date."

       c)     OPERATOR'S CAPACITY. Subject to FCC Rules, commencing on the Start
              Date, Licensee hereby provides to Operator all transmission
              capacity associated with the EBS Channels ("Operator's Capacity"),
              other than such



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              capacity on the EBS Channels as is allocated to Licensee's
              Educational Reservation under SUBPARAGRAPH 2(d).

       d)     LICENSEE'S EDUCATIONAL RESERVATION.

              (i)    General. From the Start Date until the termination of this
                     Agreement (the "Operational Period"), Operator shall
                     reserve for Licensee's use in the System, at no expense to
                     Licensee, five percent (5%) of the Total EBS Throughput
                     Rate at the time of determination, but in no event any less
                     than the reservation required by FCC Rules ("Licensee's
                     Educational Reservation"). Operator may cause the
                     reservation of Licensee's Educational Reservation through
                     any reasonable measures that effectively reserves
                     Licensee's Education Reservation for Licensee and its
                     users; provided, however, no such system shall impair
                     Licensee's ability to effectively use the full amount of
                     Licensee's Educational Reservation to provide services on
                     the System equivalent to the generally prevailing quality,
                     functions, speed and performance of services Operator
                     provides to its other customers in the Market Area.
                     Operator shall cooperate with Licensee in developing
                     reasonable technical means and procedures to determine, at
                     Operator's expense, when the usage of Licensee and
                     Licensee's Permitted End Users taking service under
                     Licensee's Education Reservation (each, a "Five Percent
                     User" and, collectively, "Five Percent Users") exceeds
                     Licensee's Educational Reservation, provided that any such
                     procedures shall afford Licensee the opportunity to
                     purchase additional capacity in accordance with the terms
                     of this Agreement in lieu of accepting restrictions on
                     usage. Licensee shall have the right to distribute
                     activations associated with Licensee's Educational
                     Reservation throughout the System in a geographically even
                     or uneven fashion in Licensee's discretion, provided that
                     in the event that activations of additional Five Percent
                     Users in the area served by particular Transmission
                     Equipment are not feasible due to the fact that the System
                     has no further capacity in that geographical area, Operator
                     shall not be obligated to permit such additional
                     activations unless and until it is commercially reasonable
                     to add capacity, as determined by Operator in its
                     reasonable business judgment, based upon demand
                     requirements, including those of Licensee. "Throughput"
                     shall mean all data delivered to or received from the end
                     user, measured in total bytes, net of overhead (such as
                     forward error correction and framing). "Throughput Rate"
                     shall mean the data rate delivered to or received from the
                     end user, measured in bytes per second, net of overhead
                     (such as forward error correction and framing). "EBS


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                     Engineered Throughput Rate" shall mean the maximum uplink
                     and downlink Throughput Rate achievable on any specific
                     Transmission Equipment, measured in bytes per second, as
                     installed in the Market Area. "Total EBS Throughput Rate"
                     shall mean the total of the EBS Engineered Throughput Rates
                     of all Transmission Equipment as installed in the Market
                     Area. An example of the calculation of Total EBS Throughput
                     Rate and of Licensee's Educational Reservation is set forth
                     on Exhibit C, page 1.

              (ii)   The Parties understand and agree that the following method
                     of effectuating Licensee's Educational Reservation set
                     forth in this SUBPARAGRAPH 2(d)(ii) and SUBPARAGRAPHS
                     2(d)(iii), (iv) AND (v) is an acceptable interpretation of
                     SUBPARAGRAPH 2(d)(i), for so long as Operator employs
                     technology in the System to which the following method can
                     be applied. In connection with Licensee's Educational
                     Reservation, Licensee shall be entitled to activate Five
                     Percent Users at any End User Throughput Rate then offered
                     by Operator. "End User Throughput Rate" shall mean the sum
                     of the ordered uplink and downlink Throughput Rates
                     provided to an End User. For example, an Operator offering
                     an ordered Throughput Rate of 128 kbps upload and 128 kbps
                     download equals an End User Throughput Rate of 256 kbps.
                     Licensee shall be permitted to activate Five Percent Users
                     with combined End User Throughput Rates no greater than
                     Licensee's Educational Reservation times the
                     Oversubscription Level ("Licensee's Throughput Rate
                     Entitlement"). "Oversubscription Level" means the number
                     utilized by Operator in its network activation and planning
                     activities in a Market Area that represents the number of
                     customer activations at an End User Throughput Rate offered
                     by Operator which Operator will permit for each increment
                     of Engineered Throughput Rate. "Engineered Throughput Rate"
                     shall mean the maximum uplink and downlink Throughput Rate
                     achievable on any specific transmission or reception
                     equipment in the System (other than backhaul equipment or
                     CPE), measured in bytes per second, as installed in the
                     Market Area. The Operator may change the Oversubscription
                     Level from time to time in Operator's sole discretion based
                     upon the data traffic generated by its customers. A sample
                     calculation of Licensee's Throughput Rate Entitlement is
                     shown in page 1 of Exhibit C. Licensee understands and
                     acknowledges that the actual Throughput speed of a
                     Permitted End User may be restricted from exceeding the
                     ordered End User Throughput Rate by Operator's network
                     technology and Customer Premises Equipment.

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              (iii)  Licensee and Operator acknowledge that Operator's permitted
                     Oversubscription Level is based upon Operator's estimation
                     of the actual total Throughput of its customers, and that
                     actual total Throughput delivered to or received from
                     Licensee's Five Percent Users in any calendar month
                     ("Licensee's Throughput") may be less than or greater than
                     such estimate, thereby allowing action with respect to Five
                     Percent Users as set forth in clauses (iv) and (v). If
                     Licensee desires to determine if such difference exists in
                     any calendar month, Licensee shall request prior to the end
                     of such calendar month (the "Target Month"), and Operator
                     shall provide Licensee by the tenth (10th) day of the next
                     calendar month, reports, consistent with System
                     capabilities, listing Operator's permitted Oversubscription
                     Level for the Target Month, Operator's calculation of the
                     use of Licensee's Educational Reservation during the Target
                     Month and each Five Percent User's actual usage in total
                     bytes for the Target Month, separately stated for Peak
                     Hours and Non-peak Hours (a "Utilization Report"). If
                     Operator desires to determine if such difference exists in
                     any calendar month, Operator shall prepare a Utilization
                     Report for the Target Month and shall provide it to
                     Licensee by the tenth (10th) day of the next calendar
                     month. To determine if a Utilization Report for a calendar
                     month indicates the right of Operator to require an
                     adjustment under SUBPARAGRAPH 2(d)(iv) or the right of
                     Licensee to require an adjustment under SUBPARAGRAPH
                     2(d)(v), Operator shall make the following calculations:

                     (1)    The Operator shall calculate the amount of the
                            adjustment that would be required for Peak Hours by:

                            (A)    First, Operator shall determine, by
                                   measurement, Licensee's Throughput for the
                                   Target Month.

                            (B)    Second, Operator shall multiply Licensee's
                                   Educational Reservation times the number of
                                   seconds during Peak Hours during the Target
                                   Month ("Peak Benchmark").

                            (C)    Third, Operator shall divide Licensee's
                                   Throughput by the Peak Benchmark, and the
                                   resulting quotient shall be known as the
                                   Adjustment Ratio.

                            (D)    Fourth, Operator shall divide the Licensee's
                                   Throughput Rate Entitlement by the Adjustment
                                   Ratio,



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                                   and the quotient shall be known as the
                                   Adjusted Licensee's Throughput Rate
                                   Entitlement.

                            (e)    Fifth, Operator shall determine the reduction
                                   or increase to the Licensee's Throughput Rate
                                   Entitlement by subtracting the Licensee's
                                   Throughput Rate Entitlement from the Adjusted
                                   Licensee's Throughput Rate Entitlement ("Peak
                                   Adjustment Number"). If the result is a
                                   negative number, there is an Excess Usage
                                   Situation and if the result is a positive
                                   number, there may be an Underutilization
                                   Situation.

                     (2)    For Non-peak Hours, Operator shall repeat the above
                            five steps (A) through (E), with the following
                            exceptions: (1) the term Non-peak shall replace
                            Peak; (2) in step (B) multiply the number produced
                            by the calculation in (B) by three (3) so as to
                            triple the Benchmark applicable to Non-peak Hours.

                     (3)    "Peak Hours" shall mean periods generally specified
                            by Operator for the System in its reasonable
                            discretion based upon System users' traffic patterns
                            (whether contiguous or in different periods of the
                            day, that may vary by day) of greatest usage of the
                            System, as specified by Operator in advance from
                            time to time, provided that only one specification
                            of Peak Hours may apply in any one (1) calendar
                            month. "Non-peak Hours" shall mean, with respect to
                            any calendar month, all hours which are not Peak
                            Hours.

              (iv)   If either the Non-peak Adjustment Number or the Peak
                     Adjustment Number is negative for the Target Month (an
                     "Excess Usage Situation"), Licensee at Operator's request
                     shall adjust Licensee's Total Ordered Data Speeds downward
                     by the lesser of such adjustment number so as to result in
                     Licensee's Total Ordered Data Speeds for the second (2nd)
                     calendar month following such Target Month being equal to
                     or less than the Adjusted Licensee's Throughput Rate
                     Entitlement. "Licensee's Total Ordered Data Speeds" shall
                     mean the sum of the End User Throughput Rates for all Five
                     Percent Users. This downward adjustment may be
                     accomplished, at Licensee's option, by any combination of
                     (x) converting Licensee-selected Five Percent Users to
                     paying customers in accordance with the terms of the
                     Licensee Service Contract, (y) reducing the ordered End
                     User Throughput Rate of Licensee-selected Five Percent
                     Users to a lower End User Throughput Rate then offered by
                     Operator, or (z) terminating the


                                       12
<PAGE>
                     subscriptions of Licensee-selected Five Percent Users.
                     License shall provide notice of its election no later than
                     fifteen (15) days after receipt of the Utilization Report,
                     which notice shall specify the identity of the customers to
                     be affected by its election, and the disposition of their
                     activations. An example of an Excess Usage Situation and a
                     sample reduction are set forth on Exhibit C, Page 3.

              (v)    If both the Non-peak Adjustment Number and the Peak
                     Adjustment Number are positive for the Target Month (an
                     "Underutilization Situation"), Licensee may, in Licensee's
                     discretion, instruct Operator to adjust Licensee's Total
                     Ordered Data Speeds upward by the lower of such adjustment
                     numbers to produce Licensee's Total Ordered Data Speeds for
                     the second (2nd) calendar month following such Target
                     Month. This permitted upward adjustment may be
                     accomplished, at Licensee's option, by any combination of
                     (x) adding Five Percent User activations or (y) increasing
                     the ordered End User Throughput Rates of Licensee-selected
                     Five Percent Users.

       e)     Licensee's Wholesale Agreement, Reference Contract and Licensee
              Service Contract

              (i)    Wholesale Agreement. Between ninety (90) and sixty (60)
                     days prior to the initiation of service to the public in
                     the Market Area with the EBS Channels, Operator shall
                     provide Licensee with a complete and, except for non-price
                     and non-service information as would identify the customer
                     or any proprietary technology of the customer, unredacted
                     copy of each presently effective, non-duplicative Wholesale
                     Agreement whereby Operator or any of its Affiliates offers
                     any radio-based transmission service or service including
                     radio-based transmission, either with or without other
                     services and equipment, to third parties in the Market
                     Area. As used herein, "Wholesale Agreement" means an
                     agreement for the sale to third parties who are not
                     Affiliates of Operator, on an arms length basis, of a
                     package of wireless communications services to a third
                     party reseller who packages such services and offers them
                     on a retail basis without creating the services. In the
                     event that there are no such Wholesale Agreements for the
                     Market Area, Operator shall provide Licensee with Wholesale
                     Agreements for a reasonable number of comparable market
                     areas, if any, and such contracts shall be considered the
                     Wholesale Agreement for the Market Area, provided Operator
                     shall not be obligated to provide or offer contracts which
                     Operator reasonably determines are not commercially
                     reasonable or technically feasible in the Market Area. In
                     the event that Licensee


                                       13
<PAGE>

                     notifies Operator that Licensee may desire terms or
                     conditions other than those which appear in such Wholesale
                     Agreements, Licensee shall inform Operator and specify the
                     general nature of the terms and conditions desired, and
                     Operator shall provide Licensee with copies of Wholesale
                     Agreements for areas other than the Market Area that
                     provide Licensee with Licensee's desired terms and
                     conditions, if any, provided Operator shall not be
                     obligated to provide or offer contracts that Operator in
                     its good faith judgment determines are not commercially
                     reasonable or technically feasible in the Market Area. In
                     the event that there are no Wholesale Agreements, the
                     Parties shall in good faith negotiate the terms of a
                     Wholesale Agreement for services that contain the discounts
                     for Licensee's Intermediate Capacity and Excess Capacity as
                     defined below, and including terms and conditions that take
                     into consideration all other provisions contained herein
                     that govern Licensee's provision of services in the Market
                     Area. "Affiliate" means an entity that controls, is
                     controlled by or is under common control with the subject
                     entity or entities.

              (ii)   Reference Contract. Licensee shall be entitled to select
                     any Wholesale Agreement to serve as the basis for its
                     contract with Operator for any activation of Licensee's
                     Educational Reservation, Licensee's Intermediate Capacity
                     and Excess Capacity (a "Reference Contract"), and Operator
                     and Licensee shall be obligated to accept all terms,
                     conditions, rights and obligations associated with such
                     contract, including, without limitation, terms related to
                     price, term, volume commitment, and service levels, except
                     (w) that the terms for the provision of Customer Premises
                     Equipment shall be in accordance with PARAGRAPH 6 hereof;
                     (x) that the price paid by Licensee for services associated
                     with Licensee's Educational Reservation shall be zero, the
                     price paid for Licensee's Intermediate Capacity shall be
                     governed by SUBPARAGRAPH 2(f)(i), and the price paid for
                     Excess Capacity shall be governed by SUBPARAGRAPH 2(f)(ii);
                     (y) the provisions of Subparagraph 2(h) shall govern
                     Enhanced Features, Network Management Services, Internet
                     Transit for Five Percent Users and Collocation, and (z) to
                     the extent that any provision of this Agreement contradicts
                     any provision or requirement of such Reference Contract,
                     the applicable provision of this Agreement shall control
                     and shall be incorporated into such Reference Contract to
                     the extent required to eliminate such contradiction.

              (iii)  Licensee Service Contract. Upon selection of a Reference
                     Contract pursuant to SUBPARAGRAPH 2(e)(ii), Licensee shall
                     notify Operator


                                       14
<PAGE>

                     and immediately thereafter, Licensee and Operator shall
                     cooperate in good faith to diligently and expeditiously
                     execute and deliver an agreement on the terms and
                     conditions of the Reference Contract as modified by
                     SUBPARAGRAPH 2(e)(ii) (each, a "Licensee Service
                     Contract"). Pending the execution and delivery of a
                     Licensee Service Contract, Operator shall provide service
                     to Licensee under the terms of the Reference Contract
                     subject to the provisions of SUBPARAGRAPH (2)(e)(ii). Upon
                     the expiration of one year following the date of execution
                     of the first Licensee Service Contract, or upon the
                     expiration or termination of any subsequent Licensee
                     Service Contract in accordance with its terms, Licensee
                     shall be entitled to select a replacement contract in
                     accordance with the provisions of SUBPARAGRAPH 2(e)(i) AND
                     (ii). Accordingly, in the event that Licensee notifies
                     Operator of Licensee's desire to execute a new agreement to
                     replace the first Licensee Service Contract, Operator shall
                     repeat the Customer Contract delivery, review, and
                     Reference Contract selection process described in
                     Subparagraphs 2(e)(i) and (ii) provided (x) Operator shall
                     not be obligated to provide contracts from other Market
                     Areas if Operator is able to deliver at least six (6)
                     sample contracts to Licensee from the Market Area subject
                     to this Agreement, (y) the delivered sample contracts shall
                     be those in effect at the time of Licensee's notice and (z)
                     the time for completion of the Initial Delivery shall be
                     thirty (30) days after Licensee's notice. In this event,
                     the existing agreement between Operator and Licensee shall
                     remain in effect until superceded by a new agreement.

       f)     LICENSEE'S ADDITIONAL CAPACITY RIGHTS.

              (i)    Licensee's Right to Purchase Intermediate Capacity. In
                     addition to Licensee's Educational Reservation, Licensee
                     may during the Operational Period purchase additional
                     transmission capacity on the System from Operator in an
                     amount up to double the amount of Licensee's Educational
                     Reservation ("Licensee's Intermediate Capacity"). The terms
                     of the Licensee Service Contract then in effect shall
                     govern the provision and use of Licensee's Intermediate
                     Capacity except that the price paid by Licensee for each
                     activation of Licensee's Intermediate Capacity shall be set
                     at (1)(A) if Operator sells transmission capacity to
                     wholesale customers in the Market Area, *** of the
                     "Wholesale Price" which shall be the lowest wholesale price
                     generally made available by Operator to its wholesale
                     customers (who are not Affiliates of Operator) for the
                     Market Area, or (B) if Operator does not sell



                                       15
<PAGE>
                     transmission capacity on a wholesale basis in the Market
                     Area, *** of the "Retail Price" which shall be the lowest
                     retail price generally made available by Operator to its
                     retail customers in the Market Area, excluding promotional
                     pricing that is offered for a period of less than four (4)
                     months, plus (2) only those taxes Operator is required by
                     law to collect from Licensee, such as sales taxes. The
                     Wholesale Price shall include the value of all cash and
                     non-cash consideration received by Operator and its
                     Affiliates, including all tangible and intangible benefits
                     accruing to Operator and its Affiliates as a result of the
                     business relationship between Operator and the wholesale
                     customer, as reasonably determined by Operator in good
                     faith. For example, non-cash consideration that would be
                     considered in determining the Wholesale Price would
                     include, but not be limited to, the value of equity issued
                     to or received from the wholesale customer, the value of a
                     customer base made available to Operator and the value of
                     spectrum made available to Operator.

              (ii)   Licensee's Right to Purchase Excess Capacity. During the
                     Operational Period, Licensee may purchase additional
                     transmission capacity on the System in an amount equal to
                     the Intermediate Capacity ("Excess Capacity"). The terms of
                     the Licensee Service Contract then in effect shall govern
                     the provision and use of such Excess Capacity; provided,
                     however, that (x) the price paid by Licensee for each
                     activation of the Excess Capacity shall be set at (1)(A) if
                     Operator sells transmission capacity to wholesale customers
                     in the Market Area, the Wholesale Price, or (B) if Operator
                     does not sell transmission capacity on a wholesale basis in
                     the Market Area, *** of the Retail Price, plus (2) only
                     those taxes Operator is required by law to collect from
                     Licensee, such as sales taxes); and (y) Operator may defer
                     its provision of Excess Capacity to Licensee by providing
                     notice to Licensee to the extent that Operator's
                     then-existing use of Operator's Capacity (determined by the
                     Oversubscription Level) would be curtailed by meeting
                     Licensee's request for Excess Capacity. Such notice (a
                     "Deferral Notice"), to be effective, shall state with
                     specificity reasons for the deferral, shall state its
                     maximum duration (which may not be in excess of three
                     hundred and sixty-five (365) days), shall state the
                     projected delivery date of portions of the Excess Capacity,
                     if any, during the deferral period (including the size of
                     the portions), and shall be delivered to Licensee within
                     fifteen (15) days after Licensee's delivery of its request
                     for Excess Capacity to Operator. If Licensee, following
                     receipt of the Deferral



                                       16
<PAGE>

                     Notice, still wishes to purchase the Excess Capacity after
                     reviewing such schedule, Licensee shall agree to accept and
                     pay for such Excess Capacity upon delivery, except that
                     Licensee may specify the dates for the provision of
                     service, which dates shall be no later than thirty (30)
                     days after the delivery date(s) set forth in such Deferral
                     Notice. Delivery dates specified in accordance with this
                     SUBPARAGRAPH shall form a part of the Licensee Service
                     Contract then in effect between Licensee and Operator for
                     such Excess Capacity order.

              (iii)  Operator shall inform Licensee promptly after Operator
                     becomes aware that Licensee has used all of Licensee's
                     Intermediate Capacity or Excess Capacity.

       g)     PROVISION OF BASIC SERVICES.

              (i)    Operator agrees to provide free of charge to each Five
                     Percent User, for each category of service used by such
                     Five Percent User, all services, capabilities and
                     functionalities, and any access to facilities that Operator
                     and/or its Affiliates ("Operator's Group") provides at no
                     separately stated additional charge to customers who
                     subscribe to Operator's basic package of services for such
                     category generally available at the time to customers in
                     the Market Area, as such basic package(s) of services shall
                     be modified by Operator from time to time (each, a "Basic
                     Feature"). "Affiliate" means an entity that controls, is
                     controlled by or is under common control with the subject
                     entity or entities.

              (ii)   Licensee shall have the right to make reasonable requests
                     for information from Operator in order to verify the
                     contents and basis of Operator's selection of any basic
                     package of services offered to Licensee pursuant to
                     SUBPARAGRAPH 2(g)(i) and Operator shall provide such
                     information promptly. In the event that Licensee believes
                     that any such package offered by Operator to Licensee
                     pursuant to SUBPARAGRAPH 2(g)(i) is not a bona fide basic
                     services offering, Licensee shall provide written notice to
                     Operator. The Parties shall thereafter consult in good
                     faith for no more than thirty (30) days in order to address
                     Licensee's claim, during which time Operator shall give
                     Licensee access to information in the possession of
                     Operator or any of its Affiliates in the Market Area that
                     is relevant to the issue. If the Parties are unable to
                     reach agreement following such consultation, Licensee and a
                     representative of Operator's management shall present their
                     respective positions in writing to the other Party within
                     thirty (30) additional days. Following the



                                       17
<PAGE>

                     submission of written positions, the parties shall consult
                     in good faith for a period of fifteen (15) additional days
                     to resolve these issues.

              (iii)  If Licensee and Operator have not reached a mutually
                     acceptable agreement with respect to an appropriate basic
                     service package following completion of the dispute
                     resolution procedures set forth in SUBPARAGRAPH 2(g)(ii),
                     the issue shall be submitted for resolution pursuant to the
                     Baseball Arbitration procedures provided for in PARAGRAPH
                     14 hereof, as modified by this SUBPARAGRAPH 2(g)(iii). Each
                     Party shall submit a service package then offered by
                     Operator for consideration by the Arbitrator. The
                     Arbitrator in any such proceeding shall select the basic
                     service package in the Market Area the Arbitrator
                     determines to be the bona fide Basic Feature offering of
                     Operator for the applicable category of service, in light
                     of the following criteria (the "Basic Service Criteria"):
                     (1) whether the offering is commonly available and utilized
                     by subscribers to carriers of comparable size in comparable
                     markets; (y) whether it is consistent with the basic
                     service offerings of competitive carriers of comparable
                     size in terms of price and included services, capabilities,
                     functionalities, and access to facilities. Licensee shall
                     not be entitled to once again invoke the dispute resolution
                     procedures set forth in this SUBPARAGRAPH 2(g) until one
                     (1) year after the conclusion of any arbitration proceeding
                     under this SUBPARAGRAPH 2(g).

       h)     ADDITIONAL OPERATOR-PROVIDED SERVICES AND FACILITIES.

              (i)    In addition to Basic Features, Operator agrees to provide
                     to Five Percent Users all services, capabilities and
                     functionalities, and any access to facilities that any
                     member of Operator's Group makes generally available at the
                     time to customers in the Market Area for which Operator
                     imposes a separate charge (each such service, capability
                     and functionality and access to facilities, other than
                     Network Management Services, Internet Transit and
                     Collocation, is referred to as an "Enhanced Feature"), and
                     only for so long as Operator makes such Enhanced Feature
                     generally available, at a price equal to (x) for the period
                     of one year after an Enhanced Feature is made generally
                     available to customers in the Market Area, *** of the
                     average price (plus only taxes Operator is required by law
                     to collect from Permitted End Users, such as sales taxes)
                     then charged to customers taking such Enhanced Feature in
                     the Market Area for comparable orders of capacity,
                     excluding introductory offers of temporary duration; and
                     (y) at any time after



                                       18
<PAGE>
                     the expiration of the period of one year after an Enhanced
                     Feature is made generally available to customers in the
                     Market Area, *** of the average price (plus only taxes
                     Operator is required by law to collect from Permitted End
                     Users, such as sales taxes) then charged to customers
                     taking such Enhanced Feature in the Market Area for
                     comparable orders of capacity, excluding introductory
                     offers of temporary duration. If Operator intends to cease
                     offering an Enhanced Feature, Operator shall give Licensee
                     at least such notice of discontinuance of such Enhanced
                     Feature as it provides generally to its customers who
                     receive the particular Enhanced Service. In the event that
                     a dispute is pending under SUBPARAGRAPH 2(g)(ii) OR (iii)
                     as to whether any service, capability, functionality or
                     access to facilities is a Basic Feature, Licensee may
                     nonetheless take such disputed feature during the pendency
                     of such dispute in accordance with the ordering and payment
                     provisions of this SUBPARAGRAPH 2(h)(i) and, if the dispute
                     is ultimately resolved in Licensee's favor, Operator shall
                     refund the payments made for such feature.

              (ii)   Operator shall periodically advise Licensee of new features
                     and functionalities of the System so as to allow Licensee
                     to better and more efficiently employ Licensee's
                     Educational Reservation in its educational mission and in
                     service of the needs and desires of Licensee's students and
                     other Permitted End Users.

              (iii)  Operator shall make available to Licensee free of charge
                     all generally available comparable wireless carrier
                     back-office functionality, including trouble-reporting,
                     fault isolation, network management and other similar
                     services, functions and reporting performed by Operator's
                     network operations center ("Network Management Services")
                     that Operator provides at no separately stated charge to
                     any wholesale customers of Operator in the Market Area or,
                     if there is a charge for such services to such wholesale
                     customers, Operator shall provide each such service for
                     which there is a charge at Operator's generally applicable
                     charge. In the event that Operator has no wholesale
                     customers in the Market Area, Operator shall make available
                     to Licensee free of charge the Network Management Services
                     that Operator customarily provides at no separately stated
                     charge to wholesale customers of Operator in other
                     comparable Market Areas where Operator has wholesale
                     customers. If Operator has no wholesale customers in any of
                     its Market Areas, then Operator shall provide Licensee with
                     such Network Management Services as are commonly and
                     customarily


                                       19
<PAGE>

                     provided by comparable wireless carriers to their wholesale
                     customers at no additional charge.

              (iv)   Operator shall provide to Licensee, at Operator's expense,
                     Internet Transit ("Internet Transit") for all
                     Internet-bound traffic generated by Five Percent Users at
                     data speeds for each such customer that are not less than
                     those provided to Operator's other customers who receive a
                     service comparable in data speed to that of the Five
                     Percent User.

              (v)    Operator shall offer Collocation to Licensee in accordance
                     with all applicable terms and conditions directly related
                     to Operator's offering, if any, of Collocation to any other
                     customer of Operator in the Market Area, as selected by
                     Licensee (the "Collocation Reference Contract"), at such
                     Collocation points, if any, that Operator makes available
                     to any such customer, provided Operator shall not be
                     obligated to provide Collocation in any circumstance where
                     such Collocation is not practical for technical reasons or
                     because of space limitations. "Collocation" means an
                     arrangement whereby Licensee's facilities are terminated in
                     Operator equipment (x) necessary to interconnect with
                     Operator's network or facilities and (y) that is installed
                     and maintained at the premises of Operator, and shall
                     include rack space to the extent provided by Operator.
                     Collocation shall consist of physical collocation only, in
                     which Licensee is responsible for installing and
                     maintaining its own equipment in Operator's premises. If
                     more than one Collocation arrangement is made available to
                     Operator's customers in a Market Area, Licensee may select
                     one such offering, subject to all applicable terms and
                     conditions directly related to such offering. Licensee
                     shall be responsible for all government approvals
                     associated with any collocation offering, including, but
                     not limited to, local zoning and/or building permits
                     required for such Collocation, and Operator shall use
                     reasonable efforts to assist Licensee in Licensee's efforts
                     to obtain such governmental approvals. At Licensee's
                     request, Operator shall also use reasonable efforts to
                     obtain roof access rights for Licensee to install and
                     maintain a satellite dish at a Collocation site, provided
                     the acquisition of such roof rights shall not interfere
                     with the roof access needs of Operator. Licensee and
                     Operator shall execute an agreement governing the
                     Collocation arrangement on the material terms of the
                     portions of the Collocation Reference Contract that relate
                     to Collocation. In the event that Operator does not provide
                     Collocation, Operator shall, upon written request by
                     Licensee,



                                       20
<PAGE>

                     provide to Licensee a service proposal setting forth the
                     price, term, location, service levels and other terms and
                     conditions under which Operator will provide Collocation,
                     which such price, term, location, service levels, time to
                     make Collocation available, access of Licensee to
                     Operator's premises, and other terms and conditions shall
                     be reasonable in all respects. Operator shall be entitled
                     to quote a price in any such service proposal which
                     provides operating profit margins and recovery of related
                     capital expenditures comparable to those received by
                     Operator on its other services in the Market Area. If
                     utilization of Collocation by Licensee requires
                     interconnection of Licensee equipment or facilities with
                     equipment or facilities of Operator, any such collocation
                     arrangement shall also be subject to the requirements of
                     SUBPARAGRAPH 2(k)(ii). Operator shall provide such a
                     service proposal within thirty (30) days of receipt of
                     Licensee's request and shall negotiate in good faith with
                     Licensee to the end of reaching agreement for such
                     Collocation on mutually agreeable terms in a reasonably
                     expeditious time frame.

       i)     SYSTEM-WIDE SCOPE OF LICENSEE'S EDUCATIONAL RESERVATION AND
              LICENSEE'S INTERMEDIATE CAPACITY. Subject to the overall
              limitations provided for herein, Licensee's Educational
              Reservation, Licensee's Intermediate Capacity and Excess Capacity
              shall be available, as provided herein, throughout the EBS
              Channels, including any Transmission Equipment or unlicensed
              spectrum, BRS channel and EBS channel transmitters and receivers
              (other than those used exclusively as Customer Premises Equipment
              at the premises of Operator's other customers), and shall include
              adequate backhaul and access to radio-carried response (return
              path) capacity, to the extent that radio-carried response (return
              path) capability is then made available by Operator, as desired by
              Licensee to use Licensee's Educational Reservation, Licensee's
              Intermediate Capacity and Excess Capacity.

       j)     SPECTRUM USE. Subject to the receipt of any necessary
              authorization of the FCC and FCC Rules, Operator's Capacity may be
              transmitted in such transmission formats or protocols as Operator
              may select from time to time. To the extent it is technically
              feasible, and Licensee elects not to use the transmission formats
              or protocols then used by Operator for Operator's Capacity,
              transmissions by Licensee and its Permitted End Users in the
              System shall be in a format or protocol and shall be limited to
              signals having formats, waveform transmission characteristics and
              emissions as will not interfere with systems then used or future
              systems when used by Operator in the System elements or
              sub-elements carrying such traffic.



                                       21
<PAGE>

       k)     INTERCONNECTION AND INTERNET ACCESS.

              (i)    Operator acknowledges that Licensee may require access, not
                     otherwise provided pursuant to this Agreement, to Internet
                     points of presence (including, for example, Internet
                     Network Access Points) for the transmission of Internet
                     traffic. Operator shall, upon written request by Licensee
                     specifying the nature of the connection desired, the
                     location of the desired connection and Licensee's proposed
                     monetary commitment, provide to Licensee a service proposal
                     setting forth the price, term, location, service levels and
                     other terms and conditions under which Operator will
                     provide such connection, which such price, term, location,
                     service levels, time to make such connection available,
                     access of Licensee to Operator's premises, peering
                     arrangements, if available, and other terms and conditions
                     shall be reasonable in all respects and, with respect to
                     pricing, may be priced to provide operating profit margins
                     and recovery of related capital expenditures comparable to
                     those earned by Operator on its services in the Market Area
                     generally.

              (ii)   With respect to any Internet connections provided to
                     Licensee pursuant to SUBPARAGRAPH 2(k)(i), or in the event
                     that Licensee requires the connection of any equipment or
                     facilities supplied by Licensee to the facilities or
                     equipment of Operator in order to provide the services
                     contemplated by this Agreement to its Permitted End Users,
                     and no other provision of this Agreement or the applicable
                     Licensee Service Contract provides for the same, Operator
                     and Licensee shall cooperate in good faith to provide for
                     such interconnection through then available industry
                     standard interfaces at such points of interconnection as
                     Operator determines in its good faith judgment to be
                     commercially reasonable. Operator's obligation to provide
                     any such interconnection is expressly conditioned upon (i)
                     the Parties' reaching prior written agreement on routing,
                     appropriate sizing and forecasting, equipment, ordering,
                     provisioning, maintenance, repair, testing, augmentation,
                     peering arrangements, if available, reasonable compensation
                     procedures and arrangements for establishing and
                     maintaining any interconnection arrangements, reasonable
                     distance limitations, and on any other arrangements
                     necessary to implement such interconnection and (ii) such
                     other appropriate protections as reasonably deemed
                     necessary by either Party. Any such arrangement shall be
                     priced to provide gross margins comparable to Operator's
                     gross margins on its services in the Market Area generally.
                     In the event the Parties agree to any such interconnection



                                       22
<PAGE>

                     arrangement, Licensee agrees to bear all expenses
                     associated with the purchase of facilities, equipment,
                     materials, circuits or services necessary to facilitate and
                     maintain any such interconnection arrangement on Licensee's
                     side of the interconnection point.

       l)     USE OF LICENSEE'S EDUCATIONAL RESERVATION AND LICENSEE'S
              ADDITIONAL CAPACITY. The Parties recognize that Licensee may sell
              or otherwise provide directly to nonprofit accredited and
              unaccredited educational institutions and other similar nonprofit
              institutions and their members (including Licensee and its
              Affiliates, "Permitted End Users") services utilizing the System.
              Licensee agrees that it shall utilize any capacity provided for
              under this Agreement for the provision or sale of service directly
              to Permitted End Users (such uses constituting "Permitted Uses").
              Licensee acknowledges and agrees that sale to resellers of
              communications services is not a Permitted Use, and that Licensee
              shall provide Permitted End Users only under contract that
              prohibits Permitted End Users from reselling service or otherwise
              providing capacity to any third party; provided, however, nothing
              contained herein shall prohibit the sale of communication services
              by a Permitted End User directly to any individual to whom such
              Permitted End User provides educational services utilizing such
              communications services on a not for profit basis in the ordinary
              course of its business, to its employees or to students enrolled
              in the educational offerings of such Permitted End User.

       m)     IMPLEMENTATION OF CHANGES TO OPERATOR'S DIGITAL SYSTEM. Operator
              shall provide notice equal to the notice provided to its other
              customers in the Market Area of any changes in the System (each, a
              "System Change") that could impair the performance or
              functionality of Licensee or Permitted End Users' equipment using
              the System. All Operator replacements and upgrades shall be
              scheduled and completed so as to cause no more disruption to
              Licensee or its Permitted End Users than the System Change causes
              to Operator and its other customers. Further, Operator shall
              consult with Licensee reasonably in advance of the implementation
              of any System Change so that Licensee may assess the potential
              effects of proposed System Change on Licensee and its Permitted
              End Users, and Operator shall cooperate with Licensee to minimize
              the disruption caused by System Changes to Licensee and Licensee's
              Permitted End Users. Operator, at its expense, shall take such
              steps and make such equipment, software and services and
              infrastructure changes to Standard Customer Packages at the
              Primary Response Station Sites and Additional Standard Customer
              Packages as necessary or appropriate in the event of a System
              Change in equipment or software affecting such a station,
              including replacing the equipment and/or software of such station;
              and as necessary, reorienting or



                                       23
<PAGE>

              modifying the transceiver antennas at such response station
              (return path) sites if any such site experiences or would
              experience a material degradation in signal reception quality or
              transmission capability as a result of any relocation of or other
              changes to any associated Transmission Equipment, or change in the
              backhaul or communications systems used for interconnecting the
              System to facilities not a part of the System.

       n)     AVAILABILITY OF SERVICE. Provision of service by Operator to
              Licensee and Permitted End Users at any location is subject to
              System capabilities and the ability to establish an adequate radio
              link given topography, terrain, location and other factors to the
              Permitted End User. Operator shall provide Licensee free of charge
              with access to Operator's pre-qualification system, if any,
              applied generally by Operator in the Market Area to confirm
              service availability. Operator shall confirm service availability
              to a Permitted End User with such system prior to installation.

       o)     OPERATOR CONFIRMATION OF COMPLIANCE. Upon written request by
              Licensee no more than twice annually, Operator shall confirm in
              writing that any service, facility or feature required to be
              provided to Licensee in accordance with prices, terms or
              conditions provided to other customers of Operator are being
              provided in accordance with such prices, terms or conditions.

       p)     ACTIVATIONS AND DEACTIVATIONS OF LICENSEE'S SERVICES. Operator
              shall activate and deactivate, as requested by Licensee,
              Licensee's services on the System to Licensee and Permitted End
              Users consistent with the time frames Operator activates and
              deactivates similar services to its customers.

       q)     DETERMINATIONS WHEN CAPACITY SUBLEASED. Operator and Licensee
              acknowledge that portions of this Agreement describe Licensee's
              access to capacity, services and equipment by reference to access
              to the same Operator provides to its other customers, but that
              Operator may have subleased Operator's Capacity and therefor may
              not serve end-users directly. In those instances in which Operator
              does not serve end-users (not considering service by a reseller to
              itself), Operator's customers shall be deemed to be the end-users
              of the EBS Channels' capacity and Operator shall obtain such
              information from the reseller or sublessee having the direct
              relationship with the end-user as is required to determine
              Licensee's access to such capacity, services and equipment.

       r)     PREEMPTION BY GOVERNMENTAL AUTHORITY. In the event that the FCC,
              or any other governmental entity having authority or apparent
              authority to so order, orders the cessation or curtailment of
              operations of any one or more of the EBS Channels because of the
              existence of exigent or unusual


                                       24
<PAGE>

              circumstances, or as a part of the FCC's or any other governmental
              agency's efforts to control, isolate, detect or eliminate
              interference or real or potential harm from any of the
              Transmission Equipment or related equipment or operations,
              Operator shall comply with such order within the time frame
              specified in such order.

       s)     TRANSITION. The FCC expects that most EBS and BRS licensees will
              transition their spectrum to a new spectrum plan pursuant to
              Sections 27.1230 through 27.1235 of the FCC's Rules within a
              specified time period (to be determined by the FCC) (the
              "Transition"). Licensee and Operator agree that, for any
              Transition involving the Channels, Operator will be the Proponent
              or Co-Proponent of the Transition or will determine, based on the
              specific circumstances of each market that it will not be the
              Proponent and that it will cooperate with a third party which has
              decided to be the Proponent, and that Licensee shall not seek,
              under any circumstance, to be a Proponent or Co-Proponent of such
              Transition. Notwithstanding the foregoing, Licensee agrees that it
              will cooperate with all activities undertaken by Operator as part
              of a Transition to the new spectrum plan. The parties specifically
              agree that the Transition plan for the License shall specify use
              of *** technology for spectrum in the Lower Band Segment and the
              Upper Band Segment (and, if possible, the Middle Band Segment), or
              whatever other technology Operator may choose. Licensee agrees, at
              Operator's option and Operator's expense, to cooperate fully with
              Operator to take such actions as are reasonably necessary and
              appropriate in order to Transition the spectrum and implement
              Operator's digital network over some or all of the Channels, as
              Operator may designate, including filing any FCC notifications or
              applications which may be necessary.

       t)     TRANSITION FILINGS. Licensee shall fully cooperate with Operator
              to assist in a Transition of the spectrum in the Market and
              spectrum in other markets which are included within the Major
              Economic Area for the Market as defined by FCC Rules. Licensee
              shall execute any notices, reports, applications, correspondence
              or other documents reasonably necessary and appropriate to
              effectuate a Transition as requested by Operator. Operator shall
              bear all reasonable and appropriate FCC-related costs and
              expenses, including legal, engineering and filing fees, incurred
              to prepare, file and prosecute any initiation plans, Transition
              plans, applications and notices in connection with a Transition.

3.     TRANSMISSION SITES AND FACILITIES.

       a)     SYSTEM PARAMETERS. During the Operational Period, Operator shall
              purchase and maintain, at Operator's expense, all equipment
              necessary to



                                       25
<PAGE>

              operate the System in accordance with the terms of this Agreement
              and the Licenses.

              (i)    The current primary transmission site(s) of Licensee's EBS
                     Channels are identified in Exhibit A (as such sites may be
                     changed from time to time, the "Primary Transmission
                     Sites"). During the Operational Period, Operator shall
                     purchase at Operator's expense and lease to Licensee all
                     equipment located at Primary Transmission Sites which
                     regularly operates on the EBS Channels (the "Primary
                     Transmission Equipment"). Subject to PARAGRAPH 26, Operator
                     shall maintain and operate the Primary Transmission
                     Equipment during the Term of this Agreement solely at its
                     expense.

              (ii)   During the Operational Period, if any of the EBS Channels
                     regularly is transmitted at Operator's request by an
                     FCC-licensed booster station (a "Licensed Booster
                     Station"), Operator shall purchase and maintain, at
                     Operator's expense, and lease to Licensee the equipment
                     associated with such Licensed Booster Station to transmit
                     each EBS Channel in the System then-authorized to Licensee
                     (the "High Power Booster Station Equipment"). When, during
                     the Operational Period, any of the EBS Channels is
                     regularly transmitted at Operator's request by a Licensed
                     Booster Station that does not require an FCC license
                     ("Unlicensed Booster Station"), Operator shall lease to
                     Licensee the equipment associated with such Unlicensed
                     Booster Station to transmit the EBS Channel ("Low Power
                     Booster Station Equipment").

              (iii)  During the Operational Period, Operator shall supply
                     Licensee with the right, at Operator's expense, to use the
                     signal processing equipment and associated software, if
                     any, that processes the signal(s) transmitted over
                     transmission capacity then allocated or provided to
                     Licensee under PARAGRAPH 2.

              (iv)   During the Operational Period, Operator shall supply
                     Licensee with a right to use, at no expense to Licensee,
                     all reception equipment at each Unlicensed Booster Station
                     regularly transmitting and/or receiving an EBS Channel.

              (v)    During the Operational Period, Operator shall purchase and
                     maintain, at Operator's expense, and lease to Licensee, all
                     hub receive site receiving equipment ("Hub Receive
                     Equipment") tuned or regularly used to receive any EBS
                     Channel at any hub receive site ("Hub Receive Site").


                                       26
<PAGE>

              (vi)   During the Operational Period, Operator shall purchase,
                     maintain and replace for Licensee, at Operator's expense,
                     and shall supply Licensee with the right to use, the shared
                     radio frequency equipment at each Primary Transmission Site
                     (the "Common Equipment"), at each Licensed Booster Station
                     site and at each Hub Receive Site, including antenna and
                     wave guide, if any. During the Operational Period, Operator
                     shall supply Licensee with a right to use, at no expense to
                     Licensee, the equivalent equipment at each Unlicensed
                     Booster Station site transmitting and Hub Receive Site
                     regularly receiving an EBS Channel to the extent necessary
                     to transmit or receive such EBS Channel during the
                     Operational Period.

              (vii)  Any and all leases provided for in this SUBPARAGRAPH 2(a)
                     shall be subordinate to any lien, security interest or
                     other rights of any secured lender or other secured party
                     providing financing to Operator or to any Affiliate of
                     Operator.

              (viii) All equipment and software leased or otherwise provided to
                     Licensee pursuant to SUBPARAGRAPHS 2(a)(i)-(vii) shall be
                     leased or otherwise provided for the sum of One Dollar
                     ($1.00) per year. To the extent that any such equipment
                     also operates on frequencies licensed to another FCC
                     licensee, the lease provided herein shall be subject to the
                     grant of a similar lease or use right to any such licensee.

              (ix)   All equipment provided for in this SUBPARAGRAPH 2(a) shall
                     be installed, maintained and operated by Operator in
                     compliance with FCC Rules.

              (x)    For purposes of this Agreement, any and all Primary
                     Transmission Equipment, High Power Booster Station
                     Equipment, if any, Low Power Booster Station Equipment, if
                     any, Hub Receive Equipment, if any, Common Equipment, any
                     related software, and any other transmission and/or
                     reception equipment operating on the EBS Channels in the
                     Market Area, as such equipment may be modified, replaced,
                     or upgraded by Operator from time to time, but not
                     including response stations (return path) or other
                     transmission and/or reception equipment located and
                     operated at the premises of Licensee, a Permitted End User,
                     or a customer of Operator (each, an "End User") for the
                     transmission or reception of communications by any such End
                     User and not for relay purposes, shall be referred to as
                     "Transmission Equipment." Response stations (return path)
                     or other transmission and/or reception equipment located
                     and operated at the premises of an End User, for the
                     transmission or reception of

                                       27
<PAGE>

                     communications by any such End User and not for relay
                     purposes shall be referred to as "Customer Premises
                     Equipment". Consistent with SUBPARAGRAPH 2(b)(ii), the
                     parties understand and agree that references in this
                     Agreement to System elements and components (for example,
                     Hub Receive Sites) shall not be construed to create an
                     obligation on the part of Operator to utilize a particular
                     network architecture, or to utilize any particular network
                     equipment or components other than those selected by
                     Operator in its business judgment from time to time,
                     consistent with this Agreement (including SUBPARAGRAPH 2(b)
                     AND 3(c)) and FCC Rules.

              STATION MODIFICATIONS.

              (xi)   From time to time, but subject to Licensee's consent (which
                     consent will not be unreasonably delayed or withheld),
                     Operator may determine that it desires Licensee to seek FCC
                     approvals required to modify the use of the EBS Channel(s)
                     or that additional FCC authorizations are necessary or
                     convenient for the use of the EBS Channel(s). Examples of
                     such modifications and/or authorizations include, but are
                     not limited to, changing the authorized digital emission(s)
                     of the EBS Channel(s), changing their transmission power,
                     or reconfiguring, adding or relocating Transmission
                     Equipment. In such event, Operator shall inform and consult
                     with Licensee regarding any such proposed modification or
                     authorization, and provide Licensee with such engineering
                     studies and technical information as Licensee may
                     reasonably request to determine whether Licensee shall
                     consent to the modification. Licensee shall not
                     unreasonably withhold its consent to any such modification
                     or new authorization. Licensee agrees to utilize reasonable
                     best efforts to review and process information and
                     materials provided by Operator in connection with any
                     application and to respond to Operator in a commercially
                     reasonable and timely manner. If such consent shall be
                     given in writing and following Licensee's receipt from
                     Operator of such FCC applications for authorization of such
                     modification or grant of such additional authorization in
                     form and substance reasonably acceptable to Licensee,
                     Licensee shall complete such applications and shall file
                     such applications at the FCC no later than the later of ten
                     (10) days after Licensee's receipt of such applications and
                     the first date that the FCC accepts that type of
                     application. Following such filing, Licensee shall use its
                     reasonable best efforts to cause the grant of any such
                     application by the FCC, and shall file such supplements,
                     amendments, documents or reports as may reasonably be
                     requested for grant of such


                                       28
<PAGE>
                     application or authorization. Operator shall, pursuant to
                     PARAGRAPH 5, reimburse Licensee's Expenses for the
                     preparation, analysis, review, filing and prosecution of
                     each application or filing made by Licensee, including
                     appeals of partially or fully adverse actions, undertaken
                     to seek authorizations and licenses to implement such
                     Operator proposals.

              (xii)  Operator, at its expense, shall construct the facilities
                     used to operate or receive the EBS Channels before the end
                     of the construction period stated in the modification or
                     additional authorization (as such may thereafter be
                     extended). Operator and Licensee shall cooperate so as to
                     complete construction in accordance with Operator's
                     reasonable schedule and plans. In the event that unforeseen
                     business circumstances make it unduly burdensome or
                     impractical for Operator to complete construction of
                     two-way facilities following initial authorization within
                     the FCC-specified construction period, Licensee agrees to
                     cooperate in the filing and prosecution of such extension
                     requests as Operator may reasonably request to extend the
                     construction period for a reasonable period beyond the
                     circumstances, provided Licensee shall not be obliged to
                     seek any such extension to the extent that Licensee
                     reasonably believes that the FCC will not grant the
                     proposed extension.

              (xiii) The Parties agree that it is in their mutual best interest,
                     and that of each of their customers, to prevent and limit
                     interference to operations the operators on the EBS
                     Channels. The Parties further recognize that the grant and
                     receipt of interference consents may be necessary to
                     construct and operate the System efficiently and to comply
                     with FCC Rules requiring cooperative resolution of
                     interference issues. Subject to such Licensee control as is
                     required by the FCC, Licensee and Operator agree to
                     cooperate in good faith to consider the terms under which
                     Licensee may provide interference consents in any
                     particular situation in order to maximize Operator's
                     ability to efficiently engineer its Transmission Equipment
                     during the Operational Period while protecting Licensee's
                     independent interests in preserving the viability of
                     operations on the EBS Channels and the protection of the
                     reception of the EBS Channels from interference. To promote
                     this process, Licensee and Operator shall use reasonable
                     best efforts to promptly make available to each other all
                     information in their possession reasonably necessary or
                     appropriate to inform the Parties' consideration of
                     proposed interference consents. Operator shall perform
                     necessary work on behalf of Licensee, at Operator's
                     expense, required to implement



                                       29
<PAGE>

                     such agreements or consents. Licensee shall not use a
                     demand for monetary compensation, other than the
                     reimbursement of Licensee's expenses of negotiation and
                     compliance, as a reason not to enter into any interference
                     consent agreement. Without limiting the foregoing, Licensee
                     and Operator shall use their respective reasonable best
                     efforts to maximize protection of the EBS Channels from
                     interference and the foreclosure of service to the Market
                     Area, including, without limitation, by making FCC filings
                     in opposition to third party applications, consistent with
                     FCC Rules and the Parties' contractual and legal
                     obligations.

       b)     EFFORTS TO SECURE SPECIAL TEMPORARY AUTHORIZATIONS. Promptly after
              Operator's request, Licensee shall apply to the FCC for special
              temporary authorization or developmental authorization ("STA") to
              operate the EBS Channels in such configuration or configurations
              as Licensee may reasonably accept for such temporary period. Such
              STA application shall be in form and substance reasonably
              acceptable to Licensee and Operator. Operator is authorized to
              operate the EBS Channels in accordance with the STA and this
              Agreement. Licensee shall use commercially reasonable efforts to
              keep such STA in full force and effect to the extent the FCC shall
              allow by taking such actions as are required to do so, including
              applying to the FCC to renew and extend such STA, until such time
              as the FCC shall have granted Licensee regular authorization to
              operate the EBS Channels. Operator shall, pursuant to PARAGRAPH 5,
              reimburse Licensee's Expenses for the preparation, filing and
              prosecution of each such application or filing.

       c)     SITE LEASES. Operator shall negotiate all site leases for
              locations where Transmission Equipment is operated and Operator
              shall be the lessee thereunder. Operator shall pay the full cost
              of such leases (including all rental, reimbursements and
              pass-throughs). Operator agrees to cooperate with Licensee and to
              use reasonable best efforts to assist Licensee, when requested by
              Licensee, upon the expiration of any master site lease or other
              site leases covering such sites, in obtaining the rights to
              utilize or lease any site utilized by Operator, following the
              expiration or termination of this Agreement, provided Licensee
              shall pay any increase in rent resulting from the grant of any
              such rights. Operator shall not be required to accept adverse
              conditions in order to obtain any such rights for Licensee and,
              except to the extent Licensee's occupation of a site is pursuant
              to PARAGRAPH 9, Licensee shall bear the site rent for the period
              of its occupancy of a site after the expiration or termination of
              this Agreement. To the extent that Operator has the right to grant
              any such rights to Licensee under an existing lease, Operator
              shall do so.



                                       30
<PAGE>


       d)     STATION IDENTIFICATION. During the Term, Operator shall cause the
              Transmission Equipment to transmit any identification information
              to the extent required by the FCC, and in such form or forms as
              the FCC may then require. If the FCC shall require any response
              station (return path) provided by Operator to transmit any
              identification information, Operator at its expense shall take
              such steps as required to comply with such FCC requirement.

       e)     INSTALLATION OF RESPONSE STATIONS AND TRANSMISSION EQUIPMENT.
              Operator shall construct and install all Transmission Equipment
              and response station (return path) equipment in accordance with
              FCC Rules, including such procedures then-required by the FCC
              (such as professional installation and advanced notice to
              licensees of EBS receivers near the proposed response station
              site), and the orders of the Occupational Safety and Health
              Administration (including any previous or future successor to its
              powers and functions, "OSHA") and OSHA regulations.

4.     FEES.

       a)     ROYALTY FEES GENERALLY. Commencing on the date of this Agreement,
              Operator shall pay to Licensee monthly royalty fees equal to ***
              per CPOP, calculated on a net present value basis, as a ***
              annuity discounted at *** and growing at a *** annual growth rate
              split into *** payments per year as reflected on Schedule 4(a).

       b)     FAIR MARKET VALUE ROYALTY FEES.

              (i)    Within sixty (60) days following a Decoupling Event (as
                     defined below), Licensee may cause the monthly royalty fees
                     (the "Royalty Fee") payable by Operator to Licensee to be
                     reset from those stated on Schedule 5(a) to an amount equal
                     to the Fair Market Value Royalty Fee. A "Decoupling Event"
                     shall occur upon the sale of all or substantially all of
                     the assets of Operator due to a voluntary or involuntary
                     insolvency proceeding being commenced against Operator
                     which is not dismissed within sixty (60) days or the
                     winding up of Operator's business operations, or upon an
                     assignment or transfer of this Agreement that is not
                     permitted under either this Agreement or the Option
                     Spectrum Agreement. For clarification, a "Decoupling Event"
                     shall not have occurred upon the sale of all or
                     substantially all of the assets of Operator's business as a
                     going concern. The "Fair Market Value Royalty Fee" shall be
                     the highest reasonable periodic royalty rate that a
                     willing, third party capacity operator could be expected to
                     pay for the use of Operator's



                                       31
<PAGE>

                     Capacity in an arms-length transaction, assuming a
                     remaining use period of not less than ten (10) years. To
                     establish the Fair Market Value Royalty Fee, Licensee must
                     notify Operator that Licensee wishes to establish the Fair
                     Market Value Royalty Fee. The date of such notice is
                     referred to as "Licensee's Notice Date". Within ten (10)
                     days of Licensee's Notice Date, Operator and Licensee shall
                     meet to discuss and attempt to agree upon the Fair Market
                     Value Royalty Fee. Such discussions shall continue for not
                     more than ten (10) days. If, at the end of that time, the
                     Parties have not agreed upon the Fair Market Value Royalty
                     Fee, the matter shall be promptly submitted to arbitration
                     under the Baseball Arbitration procedures set forth in
                     PARAGRAPH 13. Within the Submission Period, each of the
                     Operator and Licensee shall submit to the arbitrator its
                     own proposal for the Fair Market Value Royalty Fee. If the
                     arbitrator determines that the proposals reasonably can be
                     expected to result in monthly royalties that do not differ
                     by more than five percent (5%) of the proposal the
                     arbitrator believes will generate the higher royalties,
                     then the arbitrator shall fashion a royalty provision which
                     reasonably is expected to result in monthly royalties that
                     are between the monthly royalties that would be expected
                     under the competing proposals. Otherwise, the arbitrator
                     shall determine which proposal he or she believes to be
                     closer to the Fair Market Value Royalty Fee and shall
                     select that proposal as the Fair Market Value Royalty Fee.
                     Upon such selection, the monthly royalty set forth on
                     Schedule 5(a) shall automatically be changed to the
                     selected Fair Market Value Royalty Fee, and that change
                     shall relate back to Licensee's Notice Date. Operator shall
                     have thirty (30) days to pay Licensee the difference
                     between the Fair Market Value Royalty Fee and the amount of
                     royalties paid for the period starting with Licensee's
                     Notice Date and ending on such selection date, and no
                     interest or penalties shall accrue as a result of such
                     deficiency being unpaid during such period. Licensee shall
                     bear thirty percent (30%) and Operator shall bear seventy
                     percent (70%) of the expenses and fees of such arbitrator
                     and the AAA, and each party shall bear its own attorneys'
                     fees, experts' fees and out-of-pocket costs of such
                     arbitration.

              (ii)   Operator shall, for a period of at least two (2) years
                     after their creation, keep, maintain and preserve complete
                     and accurate records by which Fair Market Value Royalty
                     Fees due hereunder may be audited. Such records shall be
                     made available for inspection and audit no more than twice
                     in any calendar year by Licensee or its designee at
                     Operator's address listed in SUBPARAGRAPH 16(i), during


                                       32
<PAGE>

                     normal business hours, upon at least seven (7) days'
                     advance written notice.

       c)     PAYMENTS AND LATE CHARGES. Operator shall transmit to Licensee
              each monthly Royalty Fee payment accompanied by a statement
              showing how the Royalty was calculated by the twenty-fifth (25th)
              day of the next calendar month. All payments from Operator to
              Licensee shall be paid by bank check made payable to the order of
              Licensee, mailed to Hispanic Information and Telecommunications
              Network, Inc., 63 Flushing Avenue, Unit 281, Brooklyn, NY 11205,
              Attn: Accounting Department, or mailed to such other address as
              Licensee shall designate in writing to Operator. If Operator shall
              fail to make the whole or any part of a payment to Licensee
              required by the terms of this Agreement within ten (10) days of
              the due date therefore, then interest shall accrue on such
              delinquent amount (both before and after judgment) at the lesser
              of the highest lawful rate and the rate of one and one-half
              percent (1.5%) per month (based upon a thirty (30) day month) and
              shall be payable upon Licensee's demand.

       d)     NET TAXES, ETC. All payments required to be made by Operator to
              Licensee under this Agreement are net to Licensee. If federal,
              state or local taxes or assessments (other than taxes assessed on
              the income or assets of the Licensee) are applicable, or become
              applicable, to the whole or any part thereof, then Operator shall
              pay such taxes and assessments and Operator shall indemnify and
              hold harmless Licensee for any liability for such taxes and
              assessments, including reasonable attorneys' fees and costs
              associated with defending against liability for such taxes and
              assessments; provided, however, that Licensee shall bear any
              interest, penalties or fines which are not attributable to any act
              or omission of Operator. In the event Operator is prohibited by
              law from paying any such taxes or assessments, then the payment
              required by this PARAGRAPH 4 shall be increased by such amount as
              is required to ensure that Licensee's compensation hereunder,
              after paying such taxes and assessments, is not below such
              compensation as Licensee would receive absent payment of such
              taxes and assessments.

5.     LICENSEE'S EXPENSES.

       a)     Subject to this PARAGRAPH 5, not later than thirty (30) days after
              receipt of detailed invoices from Licensee, Operator shall
              reimburse Licensee or its designated counsel directly, for all
              reasonable, out-of-pocket expenses actually incurred by Licensee
              (net of any credits, refunds or retainers previously paid by
              operator to Licensee or its counsel for such expenses), and that
              are not after the Effective Date in connection with this Agreement
              at the request of Operator, including legal and engineering
              consulting expenses incurred in Licensee's efforts to obtain,
              renew, maintain and



                                       33
<PAGE>

              modify its authorization(s) for the EBS Channels; Licensee's
              counsels' efforts to evaluate, prepare and advise with respect to
              applications to the FCC filed by Licensee or to renew any License;
              Licensee's counsels' efforts to prepare and prosecute any petition
              to deny, objection or appeal request by Operator or submitted to
              protect any License; Licensee counsels' efforts to analyze and
              report on any proposal submitted by Operator; to negotiate any
              site lease with respect to this Agreement; and Licensee's
              counsels' efforts to defend this Agreement, its provisions before
              the FCC, courts, arbitrators and appellate forums; and Licensee
              counsels' efforts to provide assistance to Licensee as requested
              by Operator from time to time (collectively referred to as
              "Licensee's Expenses"); provided, however, any such expense for
              which Licensee seeks reimbursement which is in excess of One
              Thousand Dollars ($1,000) shall have been approved by Operator
              prior to the time such expense was incurred, which approval shall
              not be unreasonably withheld; provided, further, however, if after
              such approval, any event occurs which leads Licensee to believe
              that the approved cap of Licensee's Expenses for any action will
              not fully cover Licensee's Expenses, Licensee shall have the right
              to request that Operator raise the cap to the new amount that is
              Licensee's reasonable estimate of Licensee's Expenses and, absent
              such approval, Licensee may relieve itself of the obligation for
              which Licensee's Expenses are to be paid hereunder.

       b)     Notwithstanding anything to the contrary in this Agreement, in the
              event that Licensee files, at Operator's request, an application
              to modify any License, and such application is or becomes subject
              to disposition by the FCC through a competitive bidding procedure,
              Licensee shall participate in such competitive bidding procedure
              as a bidder and shall submit bids in such auction to the extent
              that Operator agrees (i) to defray the upfront payment required to
              bid in such auction for such authorization and (ii) to defray bids
              by Licensee for the grant of such License modification(s);
              provided, however, Licensee's bids and Licensee's total financial
              obligation to the federal government may exceed the amount
              Operator has agreed to defray, but such excess shall be the sole
              responsibility of Licensee. Licensee shall not submit any bids in
              such auction procedure without first consulting with Operator.
              Operator shall have the right to modify the maximum bid amount
              Operator has agreed to defray, by notice to Licensee, but no such
              modification shall reduce that amount below the portion of the
              last bid preceding such notice that would be Operator's
              responsibility to pay. In the event that Operator declines to
              authorize bidding or declines to authorize further bidding once
              bidding has commenced, Licensee may thereafter bid, but shall not
              be required to bid, at its own expense.


                                       34
<PAGE>

       c)     Operator shall pay all taxes and other governmental charges
              assessed against its equipment, without cost to or reimbursement
              by Licensee. In addition, if the FCC or any governmental body
              collects any regulatory, spectrum or similar fees (including any
              excise tax) with respect to the EBS Channels or Operator's
              Capacity, Operator shall pay such fees.

6.     ADDITIONAL OPERATOR-SUPPLIED EQUIPMENT AND SERVICES.

       a)     PRIMARY SUBSCRIBER RESPONSE STATIONS. At any time during the
              Operational Period Operator shall provide and, if necessary,
              install for the use of Licensee or a Permitted End User, at
              Operator's expense, one standard Customer Premises Equipment
              package (a "Standard Customer Package"), at up to twenty five
              locations selected by Licensee (the "Primary Response Station
              Sites"). A Standard Customer Package shall consist of the lowest
              cost Customer Premises Equipment package made generally available
              at the time to Operator's retail customers in the Market Area
              permitting full utilization of the lowest cost tier of service
              generally available at the time to retail customers in the Market
              Area. The number of Primary Response Station Sites shall provided
              to Licensee at Operator's expense shall equal twenty-five (25).
              Upon provision, each such Standard Customer Package at a Primary
              Response Station shall be deemed the exclusive property of
              Licensee or its designee.

       b)     LICENSEE ACCESS TO ADDITIONAL RESPONSE STATION EQUIPMENT. At such
              time that Licensee requires more than twenty-five Standard
              Customer Packages, Operator shall provide, install for the use of
              Licensee or a Permitted End User and activate on the System,
              additional Standard Customer Packages ("Additional Standard
              Customer Packages"), certain of which may be nonstandard
              ("Nonstandard Installations"). Each such Additional Standard
              Customer Package or Nonstandard Installation shall be made
              available at a price equal to the greater of (i) the price then
              generally offered to Operator's wholesale customers in the Market
              Area which customers are most comparable to Licensee with respect
              to the price such customers pay for capacity and the volume of
              capacity purchased or, if Operator has no wholesale customers in
              the Market Area, then eighty percent (80%) of the price generally
              offered to those retail customers in the Market Area who pay the
              lowest subscription prices for Operator's services, or (ii)
              Operator's out-of-pocket cost of supplying such equipment and
              installation.

       c)     MAINTENANCE OF STANDARD CUSTOMER PACKAGES. Operator shall at its
              expense provide the first on premises service call required for
              each Primary Response Station Site. Operator shall provide any
              additional on-premises service at a price no greater than the
              lowest price (plus only taxes Operator



                                       35
<PAGE>

              is required by law to collect from the party receiving the service
              call, such as sales taxes) then generally offered to customers of
              Operator in the Market Area ordering comparable amounts of
              capacity. Notwithstanding any other provisions of this Agreement:
              (i) Licensee shall bear the expenses of maintenance, repair and
              replacement of Standard Customer Packages and Additional Standard
              Custom Packages if such maintenance, repair or replacement is
              required because of misuse, negligence, theft or vandalism; and
              (ii) Operator shall not be required to eliminate or reduce
              interference caused by Licensee or a Permitted End User.

       d)     UPGRADES. Subject to SUBPARAGRAPH 2(k), Operator shall make
              available to Licensee and Permitted End Users any equipment or
              software upgrades and associated services that Operator makes
              generally available to other customers of Operator in the Market
              Area receiving comparable services in the event of a System change
              in equipment or software, on the same terms and conditions as
              Operator makes generally available. In the event that any
              equipment upgrade involves any replacement of equipment, the
              replaced equipment and the ownership of the replaced equipment
              shall be returned to Operator and the equipment provided in
              replacement of such equipment shall be owned by Licensee.

7.     APPROVAL OF AGREEMENT; PROSECUTION OF APPLICATIONS AND PETITIONS;
       PROTECTION OF LICENSES.

       a)     REASONABLE BEST EFFORTS TO SECURE APPROVAL OF THIS AGREEMENT. The
              Parties recognize that notice of this Agreement is required to be
              filed with the FCC within fourteen (14) days following the
              execution of this Agreement. The parties agree to cooperate as
              required to prepare and file with the FCC all forms and related
              exhibits, certifications and other documents necessary to provide
              the requisite notice to the FCC of this Agreement. In that event,
              the Parties shall cooperate, at Operator's expense, to defend the
              provisions of this Agreement to the extent feasible and, should
              efforts to defend the provision fail, to comply with any request
              for such a change as may be imposed as a condition to leasing
              under this Agreement.

       b)     COOPERATION ON FCC MATTERS. Except for FCC license and license
              modification applications, Licensee shall file at the FCC
              petitions, requests and other such comments, consents, objections,
              petitions, requests or other filings with respect to any other
              stations, authorizations, applications, proposals or amendments as
              may be reasonably requested by Operator, provided Licensee finds a
              good faith basis for the filing of any such comments, objections
              or petitions. Licensee shall have no obligation to participate or
              to take any position in any rule making proceeding. Licensee


                                       36
<PAGE>

              and Operator shall each promptly notify the other of any event of
              which it has knowledge that may affect any license, permit or
              authorization for any EBS Channel. Except for the execution and
              delivery of interference consents and agreements, Licensee shall
              cooperate, at Operator's expense, but shall not be required to
              accept any adverse conditions, with Operator's efforts to cause
              other EBS and BRS operators to collocate at the Primary
              Transmission Sites and Licensed Booster Station sites. Operator
              and Licensee understand that the FCC may change, or may have
              changed, after the date of the Option Spectrum Agreement those
              actions, activities and agreements that must be taken or must
              exist for an EBS station licensee to allow third party use of the
              capacity of its station (a "FCC Use Change"). In the event that an
              FCC Use Change occurs, or has occurred since the date of the
              Option Spectrum Agreement, and such FCC Use Change either by
              itself or with other FCC Use Changes, increases the cost to
              Licensee of complying with this Agreement, then Operator shall
              reimburse such costs.

8.     DEFAULT AND TERMINATION.

       a)     TERMINATION OF FCC LICENSES. This Agreement shall terminate as to
              any EBS Channel upon the expiration, without FCC renewal, of any
              License necessary to operate on such EBS Channel, or the
              revocation of any License necessary to operate on such EBS
              Channel; provided, however, this Agreement shall not terminate as
              to such EBS Channel notwithstanding the expiration or revocation
              of any such License for it for so long as an application to renew
              the License or reconsider revocation is pending or subject to
              lawful and timely reconsideration, review or appeal and Licensee
              continues to have authority to operate such EBS Channel.

       b)     TERMINATION BY REASON OF DEFAULT OR NONPERFORMANCE. If a Party is
              in material breach of its obligations under this Agreement, then
              the other Party shall give notice to the breaching party of such
              breach of this Agreement. If the breaching Party fails to cure
              such breach (or, if the breach is of a negative covenant, to cease
              such breach) within (i) thirty (30) days of written notice if the
              breach is the failure to make a payment, or (ii) such period as
              may be specified in any order of any governmental authority, which
              order has not been stayed pending any appeal or request for
              reconsideration or (iii) ninety (90) days of notice of any other
              material breach, then, in addition to all rights and remedies
              available to the other Party under law or at equity, such other
              Party may terminate this Agreement by notice to the breaching
              Party. Material breaches of this Agreement by Operator include,
              but are not limited to, any payment default by Operator, the
              failure of Operator to maintain operations on any EBS Channel for
              a one hundred eighty (180) day period, or such longer period as


                                       37
<PAGE>

              Licensee may determine in its discretion, (without regard to
              Licensee control obligations under FCC Rules), the failure of
              Operator within the time frame specified by the FCC to obey any
              order of the FCC directed to Operator or Licensee concerning the
              EBS Channels.

       c)     TERMINATION BY REASON OF INSOLVENCY OR BANKRUPTCY. If either Party
              files a petition pursuant to Title 7 or 11 of the United States
              Bankruptcy Code or is adjudged a debtor after the filing of an
              involuntary bankruptcy petition against that Party, or if either
              Party files a petition for relief pursuant to any state insolvency
              laws, then, to the extent allowed under law, this Agreement may be
              immediately terminated by the other Party upon notice.

       d)     NO RIGHTS BEYOND TERM OF LICENSES. This Agreement shall not give
              rise to any rights or remedies beyond the expiration of any FCC
              License necessary for the continued operation of the EBS Channels;
              provided, however, any such expiration shall not be effective so
              long as an application to renew such license or reconsider such
              revocation is pending or subject to lawful and timely
              reconsideration, review or appeal, and Licensee has authority to
              operate the related EBS Channel.

       e)     LICENSEE'S RIGHT TO PERFORM OPERATOR'S OBLIGATIONS. In the event
              that Operator shall fail or refuse to perform any material
              obligation or duty of Operator under this Agreement, Licensee may
              perform such obligation after notifying Operator of its failure or
              refusal to perform such obligation and all of Licensee's
              reasonable out-of-pocket costs and expenses in connection with
              such performance shall be reimbursed by Operator within thirty
              (30) days of each request therefor, along with interest on such
              amount accruing for each dollar when paid by Licensee at the rate
              set forth in SUBPARAGRAPH 4(c) and also due within thirty (30)
              days of demand.

9.     PURCHASE OPTION UPON EXPIRATION OR TERMINATION. Subject to SUBPARAGRAPHS
       8(d), 9(a), 9(b) AND 9(c), in the event this Agreement expires or is
       terminated for any reason other than a default by Licensee, Licensee
       shall have the option upon giving written notice to Operator within
       thirty (30) days of such expiration or termination to (i) purchase in the
       event that Operator discontinues services in the Market Area following
       such expiration or termination ("Equipment Purchase"), or (ii) lease from
       Operator, if Operator uses such equipment in connection with other
       channels or operations ("Equipment Lease"), only that minimum portion of
       the software and/or equipment necessary to continue operation of the
       Channels for the provisions of services to Licensee's then existing
       customers (the "Transferable Equipment").



                                       38
<PAGE>

              OPERATOR'S DEFAULT. If this agreement is terminated by reason of a
              default by Operator, Licensee shall have the option (i) with
              respect to an Equipment Purchase, to purchase the Transferable
              Equipment at a price equal the lesser of (A) to the then fair
              market value of the Transferable Equipment (taking into account
              depreciation) or (B) the net book value of the Transferable
              Equipment, or (ii) with respect to an Equipment Lease, to lease
              the Transferable Equipment from Operator for a period of not
              longer than the date on which the FCC License expires or is
              otherwise terminated at a lease rate equal to the then fair market
              lease value of the Transferable Equipment.

              TERMINATION WITHOUT DEFAULT. If this Agreement is terminated or
              expires for any reason other than a default by Licensee or a
              default by Operator, then Licensee shall have the option (i) with
              respect to an Equipment Purchase, to purchase the Transferable
              Equipment at a price equal to the greater of (A) the then fair
              market value of the Transferable Equipment (taking into account
              depreciation) or (B) the replacement value of the Transferable
              Equipment, or (ii) with respect to an Equipment Lease, to lease
              the Transferable Equipment from Operator for a period of not
              longer than the third (3rd) anniversary of the date of the
              termination or expiration of this Agreement at a lease rate equal
              to (x) the then fair market lease value of the Transferable
              Equipment or (y) a market lease rate based on the replacement
              value of the Transferable Equipment.

              OPTION PROCEDURE. To exercise its purchase or lease rights as set
              forth in this PARAGRAPH 9, Licensee shall provide Operator with
              notice of its intent to exercise such rights and written notice of
              such exercise elections as allowed by SUBPARAGRAPHS 9(a) and (b)
              within thirty (30) days after the termination or expiration of
              this Agreement. In the event that Licensee elects to purchase the
              Transferable Equipment, Licensee shall promptly pay to Operator
              the purchase price and Operator shall convey to Licensee title and
              possession of the Transferable Equipment. Deliver of the
              Transferable Equipment shall be accompanied by a bill of sale. In
              the event that Licensee elects to lease the Transferable
              Equipment, Licensee and Operator shall, in good faith, promptly
              negotiate the terms of and enter into a lease agreement.

              FAIR MARKET VALUE OR LEASE RATE OF TRANSFERABLE EQUIPMENT. If the
              parties do not agree on the fair market value or fair market lease
              value of the Transferable Equipment within thirty (30) days of
              Licensee's exercise of its option, the fair market value shall be
              submitted to Baseball Arbitration pursuant to PARAGRAPH 14. The
              cost of the arbitrator shall be borne equally by both parties.


                                       39
<PAGE>

              SURVIVAL. The provisions of this PARAGRAPH 9 shall survive the
              expiration or termination of this Agreement.

10.    ASSIGNMENT AND TRANSFER OF RIGHTS AND OBLIGATIONS.

       a)     Operator may, without the prior consent of Licensee, assign its
              rights and/or obligations under this Agreement; provided that, (i)
              Operator gives written notice to Licensee of such assignment; and
              (ii) the assignee, upon the effective date of the assignment,
              either (w) pays all Monthly Royalty Fees then Due Licensee
              pursuant to SUBPARAGRAPH 4(a) on an accelerated basis; (x)
              provides a letter of credit or other security reasonably
              acceptable to Licensee; (y) Operator provides Licensee with a
              guaranty of payment at that time; or (z) Licensee, in its
              reasonable determination is satisfied that the assignee is
              creditworthy and has the financial abilities to perform the
              obligations of this Agreement; and (iii) unconditionally agrees in
              writing to assume Operator's obligations under this Agreement.

       b)     Licensee may assign or transfer the License to (i) a non-profit
              Affiliate or wholly-owned subsidiary of Licensee or (ii) subject
              to a prior FCC Transfer Decision occurring, a for-profit Affiliate
              or wholly-owned subsidiary of Licensee; provided, however that in
              either case, Licensee provides Operator written notice on or
              before the effective date of the assignment, the assignee agrees
              in writing to assume Licensee's obligations under this Agreement,
              and Licensee provides Operator with a guaranty of performance of
              the assignee's obligations under this Agreement prior to the
              effectiveness of the assignment. In addition, Operator
              acknowledges and understands that Licensee may at some point, for
              reasons deemed sufficient to Licensee, discontinue EBS operations.
              Subject to SUBPARAGRAPH 9(c), Licensee shall notify Operator in
              writing in advance of finalizing any such decision and, to the
              extent not then prohibited by FCC Rules, shall not discontinue EBS
              operations without first assigning the License to an FCC-qualified
              entity which is reasonably acceptable to Operator and which agrees
              to assume Licensee's obligations under this Agreement.

       c)     RIGHT OF FIRST REFUSAL UPON SALE OF FCC LICENSES.

              (i)    If (i) at any time the FCC modifies its rules to permit the
                     sale, assignment or transfer of the FCC Licenses to
                     for-profit entities (an "FCC Transfer Decision"), and
                     Licensee chooses, in its sole discretion to sell, assign or
                     transfer one or more of the FCC Licenses to a for profit
                     entity (other than a for-profit entity that is an Affiliate
                     of Licensee) (collectively such sale, assignment or
                     transfer, a "FCC Licenses Sale"), or (ii) Licensee chooses,
                     in its sole discretion to sell, assign or transfer one or
                     more of the FCC Licenses to a not-for-


                                       40
<PAGE>

                     profit entity (other than a not-for-profit entity that is
                     an Affiliate of Licensee) ("Not-for-Profit Transfer"), then
                     the following provisions shall apply with respect to each
                     such FCC License:

              (ii)   Licensee shall deliver to Operator a written notice
                     ("Transfer Notice"), which notice shall (A) state
                     Licensee's intention to make a FCC Licenses Sale or
                     Not-for-Profit Transfer of one or more FCC Licenses to one
                     or more qualified Persons, a description of the FCC License
                     involved, the purchase price therefore and a summary of the
                     other material terms of the proposed FCC Licenses Sale or
                     Not-for-Profit Transfer (as applicable) and (B) offer, in
                     accordance with this SUBPARAGRAPH 10(c), to Operator (x)
                     the option to acquire the applicable FCC License(s) upon
                     the terms and subject to the conditions of the proposed FCC
                     Licenses Sale as set forth in the Transfer Notice (the "FCC
                     Licenses Sale Offer"), or (y) the option to designate a FCC
                     qualified entity to acquire the applicable FCC License(s)
                     upon the terms and subject to the conditions of the
                     proposed Not-for-Profit Transfer as set forth in the
                     Transfer Notice (the "FCC Transfer Offer"). The FCC
                     Licenses Sale Offer or FCC Transfer Offer, as applicable,
                     shall remain open and irrevocable for the periods set forth
                     below (and, to the extent the FCC Licenses Sale Offer or
                     FCC Transfer Offer is accepted during such periods, until
                     the consummation of the FCC Licenses Sale or the Not-for
                     Profit Transfer as contemplated by the FCC Licenses Sale
                     Offer or the FCC Transfer Offer, as applicable). Operator
                     (or its FCC qualified designee with respect to an FCC
                     Transfer Offer) shall have the right and option, for a
                     period of forty-five (45) days after receipt of the
                     Transfer Notice ("Acceptance Period"), to accept the FCC
                     Licenses Sale Offer or the FCC Transfer Offer, as
                     applicable, on the terms stated in the Transfer Notice.
                     Such acceptance shall be made by delivering a written
                     notice of such acceptance to Licensee within the Acceptance
                     Period.

              (iii)  If the acceptance of the FCC Licenses Sale Offer or FCC
                     Transfer Offer, as applicable, is not delivered pursuant to
                     SUBPARAGRAPH 10(c)(ii) within the Acceptance Period, then
                     Licensee may sell, assign or transfer the applicable FCC
                     License so offered for sale, assignment or transfer in the
                     Transfer Notice and not so accepted, at a price not less
                     than the price and on the terms, taken as a whole, no more
                     favorable to the purchaser thereof than the price and terms
                     stated in the Transfer Notice at any time within one
                     hundred twenty (120) days after the expiration of the
                     Acceptance Period (the "Licensee Transfer Period"). In the
                     event that the applicable FCC


                                       41
<PAGE>

                     License is not sold, assigned or transferred by Licensee
                     during the Licensee Transfer Period, the right of Licensee
                     to sell, assign, or transfer such FCC License shall expire
                     and the obligations of this SUBPARAGRAPH 10(c) shall be
                     reinstated; provided, however, that in the event that
                     Licensee determines, at any time during the Licensee
                     Transfer Period, that the sale , assignment or transfer of
                     the FCC License on the terms set forth in the Transfer
                     Notice is impractical, then Licensee may terminate the
                     offer and reinstate the procedure provided in this
                     SUBPARAGRAPH 10(c) without waiting for the expiration of
                     the Licensee Transfer Period.

              (iv)   All transfers of FCC Licenses to Operator that are subject
                     to a Transfer Notice pursuant to this Agreement shall be
                     consummated contemporaneously at the offices of Operator on
                     a mutually satisfactory Business Day within thirty (30)
                     days following the expiration of the Sale Acceptance Period
                     or, if later, the fifth business day following the receipt
                     of any regulatory approvals.

11.    REPRESENTATIONS AND WARRANTIES OF LICENSEE.

       a)     ORGANIZATION AND GOOD STANDING; POWER AND AUTHORITY;
              QUALIFICATIONS. Licensee is a nonprofit corporation duly
              organized, validly existing and in good standing under the laws of
              the State of New York and has all requisite corporate power and
              authority to own, lease and operate its properties and to carry on
              its business as now conducted and as proposed to be conducted.
              Licensee is duly qualified or authorized to do business as a
              foreign corporation and is in good standing under the laws of each
              jurisdiction in which it owns or leases real property or the
              Licenses and each other jurisdiction in which the conduct of its
              business or the ownership of its properties requires such
              qualification or authorization.

       b)     AUTHORIZATION OF AGREEMENT. Licensee has all requisite corporate
              power and authority (i) to enter into, deliver and carry out the
              transactions contemplated by this Agreement and each other
              agreement, document, or instrument or certificate contemplated by
              this Agreement, and (ii) to consummate the transactions
              contemplated hereby and thereby. This Agreement has been duly and
              validly executed and delivered by Licensee and (assuming the due
              authorization, execution and delivery by the other parties hereto
              and thereto) this Agreement constitutes the legal, valid and
              binding obligations of Licensee, enforceable against it in
              accordance with their terms, subject to applicable bankruptcy,
              insolvency, reorganization, moratorium and similar laws affecting
              creditors' rights and remedies generally, and subject, as to
              enforceability, to general principles of equity, including
              principles of commercial reasonableness, good faith and fair



                                       42
<PAGE>

              dealing (regardless of whether enforcement is sought in a
              proceeding at law or in equity).

       c)     NO CONFLICT.

              (i)    Neither the execution and delivery by Licensee of this
                     Agreement, nor compliance by Licensee with any of the
                     provisions hereof or thereof will (i) conflict with, or
                     result in the breach of, any provision of the Governing
                     Documents (as defined in the Option Spectrum Agreement) of
                     Licensee, (ii) conflict with, violate, result in the breach
                     of, constitute (with or without due notice, lapse of time
                     or both) a default under, result in the acceleration of,
                     create in any party the rights to accelerate, terminate,
                     modify or cancel, or require any notice, consent or waiver
                     under, any note, bond, mortgage, indenture, license,
                     agreement or other obligation to which Licensee is a party
                     or by which Licensee or any of its properties or assets is
                     bound or (iii) violate any statute, rule, regulation, order
                     or decree of any Government Agency or authority by which
                     Licensee is bound.

              (ii)   No consent, waiver, approval, order, permit or
                     authorization of, or declaration or filing with, or
                     notification to, any Person or Government Agency is
                     required on the part of Licensee in connection with the
                     execution and delivery of this Agreement or the compliance
                     by Licensee with any of the provisions hereof.

       d)     COMPLIANCE WITH LAWS. Except as provided in Schedule 11(d),
              Licensee (a) has complied in all respects with all federal, state,
              local and foreign laws, rules, ordinances, codes, consents,
              authorizations, registrations, regulations, decrees, directives,
              judgments and orders applicable to it and its business other than
              where noncompliance would not, individually or in the aggregate,
              reasonably be expected to have a Licensee Material Adverse Effect
              and (b) has all federal, state, local and foreign governmental
              Permits necessary in the conduct of its business as currently
              conducted and to own and use its assets in the manner in which
              such assets are currently owned and used other than where the
              failure to possess such Permits would not, individually or in the
              aggregate, reasonably be expected to have a Licensee Material
              Adverse Effect, such Permits are in full force and effect, and no
              violations have been recorded in respect of any such Permit, and
              no proceeding is pending or, to the best knowledge of Licensee,
              threatened to revoke or limit any such Permit. Schedule 11(d) sets
              forth a list of all material licenses, permits and qualifications
              (other than the FCC Licenses) and the expiration dates thereof.



                                       43
<PAGE>

       e)     FCC MATTERS. Throughout the Term of this Agreement and the term of
              this Agreement:

              (i)    Licensee holds, and is fully qualified in all respects to
                     hold, the FCC Licenses set forth and described on Exhibit
                     A, which sets forth the name of the licensee, the FCC call
                     sign, the Channels, the Market Area, the number of
                     Households and the number of CPOPs. The Licenses constitute
                     all of the licenses, permits and authorizations from the
                     FCC that are necessary or required for and/or used in the
                     operations of Licensee in the Market Area. To the best
                     knowledge of Licensee, all information set forth in such
                     Schedule is complete and accurate in all respects. Except
                     for Pending Applications (as defined in the Option Spectrum
                     Agreement) filed prior to the Effective Date and those
                     modifications that have been granted by the FCC prior to
                     the Effective Date, neither Licensee nor any of its
                     Affiliates have modified or sought to have modified any
                     License.

              (ii)   Licensee holds all of the Licenses set forth on Exhibit A
                     and such Licenses are free and clear of all Liens (except
                     for the rights of first refusal set forth on Schedule
                     11(e)(ii)). None of the Licenses set forth such schedule
                     are subject to CCI Rights (as defined in the Option
                     Spectrum Agreement) or are otherwise subject to the terms
                     of the Clearwire Agreement (as defined in the Option
                     Spectrum Agreement).

              (iii)  Except as set forth on Schedule 11(e)(iii), to the best
                     knowledge of Licensee, (i) the grant, renewal or assignment
                     of the Licenses to the existing licensee thereof was
                     approved by the FCC by final order and the Licenses are
                     validly issued and in full force and effect; (ii) except
                     with respect construction permit extension requests, there
                     is no Proceeding pending before the FCC or threatened with
                     respect to any License; (iii) Licensee and its Affiliates
                     have made on a timely basis all payments to any applicable
                     Government Agency with respect to the Licenses, including
                     all payments due to the FCC and all required copyright
                     royalty fee payments and all required Statements of Account
                     to the U.S. Copyright Office relating to retransmission of
                     television and radio broadcast signals; and (iv) Licensee
                     is otherwise in compliance with the requirements of the
                     compulsory copyright license described in Section 111 of
                     the Copyright Act and with all applicable rules and
                     regulations of the Copyright Office.

              (iv)   Except as set forth on Schedule 11(e)(iv), to the best
                     knowledge of Licensee, all Pending Applications (as defined
                     in the Option


                                       44
<PAGE>


                     Spectrum Agreement) have been timely filed, and the FCC has
                     not notified any of Licensee that any of the Pending
                     Applications is subject to denial due to lack of timely
                     filing or other defect.

              (v)    Except as set forth on Schedule 11(e)(v), to the best
                     knowledge of Licensee, (i) the facilities subject to a
                     License for which a certification or notification of
                     completion of construction has been filed with the FCC
                     ("Constructed Facilities") are operating, and have been
                     operating, in material compliance with the License
                     therefore, the Communications Act and FCC Rules, (ii)
                     Licensee is not transmitting from or otherwise operating
                     any Constructed Facility that is not the subject of an
                     License, (iii) none of the Constructed Facilities subject
                     to a License (A) is authorized pursuant to an authorization
                     which is subject to challenge before any court of competent
                     jurisdiction or (B) other than as set forth on Schedule
                     11(e)(v), is subject to any lease, sub-lease or any
                     agreement to make it available to a third party; (iv) no
                     License is subject to a revocation proceeding; and (v) no
                     Constructed Facilities are operating pursuant to special
                     temporary or developmental authority.

              (vi)   Except as set forth on Schedule 11(e)(vi), to the best
                     knowledge of Licensee, Licensee's licensed EBS facilities
                     are being operated, and Licensee's operations and
                     activities pursuant to any Licenses are being conducted, in
                     compliance with (A) the Communications Act, (B) the terms
                     and conditions of the Licenses applicable to them, and (C)
                     the FCC Rules.

              (vii)  Except as set forth Schedule 11(e)(vii), to the best
                     knowledge of Licensee, all FCC Reports and fees required to
                     be filed by each Licensee with the FCC with respect to the
                     Licenses and they have been timely filed. All FCC Reports
                     filed by any of Licensee are complete and correct in all
                     material respects.

              (viii) Licensee holds the License free and clear of all Liens. No
                     Person other than Licensee has any right, title or interest
                     in or to the License, nor does any Person other than
                     Licensee have any right to acquire, lease or otherwise use
                     the License, whether such right may be currently existing
                     or would become effective on the occurrence of any event,
                     the failure of an event to occur, notice, or passage of
                     time, or any of the above.

       f)     TOWER LEASES. Schedule 11(f) sets forth a true and complete list
              of each Tower Lease to which Licensee is party in a Market Area,
              the Market Area, the expiration date of the lease, the name of the
              lessor, the address or



                                       45
<PAGE>

              location of the leased premises or tower site, and the monthly,
              quarterly or annual rent, as applicable, payable under such Tower
              Lease. Each Tower Lease is valid, binding on Licensee and, to the
              best knowledge of Licensee, each other party thereto and is in
              full force and effect, enforceable by Licensee in accordance with
              its terms. Neither Licensee nor, to the best knowledge of
              Licensee, any other party to any of the Tower Leases has failed to
              comply with or is in material breach or material default
              thereunder. Except as set forth on Schedule 11(f), to the best
              knowledge of Licensee, no condition exists or event has occurred
              and is continuing which, with or without the lapse of time or the
              giving of notice, or both, would constitute a material default by
              any party under any Tower Lease.

       g)     INTERFERENCE COORDINATION AGREEMENTS. To the best knowledge of
              Licensee, Schedule 11(g) sets forth a true and complete list of
              all interference consents that have been granted by Licensee with
              respect to any Licenses and that would have a material impact on
              the use of the Channels.

       h)     LITIGATION. Except as set forth on Schedule 11(h), there is no
              Proceeding now in progress or pending or, to the best knowledge of
              Licensee, threatened against Licensee or the assets (including the
              intellectual property rights) or the business of Licensee, nor to
              the best knowledge of Licensee, does there exist any basis
              therefore, except for immaterial claims brought against Licensee
              in the ordinary course of business. Licensee is not subject to any
              order, writ, injunction or decree of any court of any federal,
              state, municipal or other domestic or foreign governmental
              department, commission, board, bureau, agency or instrumentality
              ("Government Agency").

       i)     DISCLOSURE. Neither this Agreement (including all exhibits,
              annexes, schedules or attachments hereto) nor any certificate
              furnished or made to Operator or pursuant to or in connection with
              this Agreement (including all exhibits, annexes, schedules or
              attachments hereto) contains any untrue statement of a material
              fact or, to the best knowledge of Licensee, omits to state a
              material fact necessary in order to make the statements contained
              herein and therein not misleading.

       j)     KNOWLEDGE. Any representation, warranty, covenant, obligation, or
              part thereof that states that it is made to the best knowledge of
              Licensee is made to its best knowledge after commercially
              reasonable investigation and includes all facts which it knew or
              should have known as a result of such investigation, including the
              best knowledge after commercially reasonable investigation of
              Licensee's executive officers and legal counsel.


                                       46
<PAGE>

12.    INSURANCE.

       From and after the Effective Date, Operator, at its sole expense, shall
       secure and maintain (to the extent available at commercially reasonable
       rates) with financially reputable insurers one or more policies of
       insurance insuring the Transmission Equipment and Operator's utilization
       of the EBS Channels against casualty and other losses of the kinds
       customarily carried under similar circumstances by such firms, including,
       without limitation: (a) "All risk" property insurance covering such
       Transmission Equipment to the extent of one hundred percent (100%) of its
       full replacement value without deduction for depreciation; (b)
       comprehensive general liability insurance covering liability resulting
       from Operator's operation of the EBS Channels on an occurrence basis
       having minimum limits of liability in an amount of not less than Three
       Million Dollars ($3,000,000.00) for bodily injury, personal injury, or
       death to any person or persons in any one occurrence, and not less than
       Six Million Dollars ($6,000,000.00) in the aggregate for all such losses
       during each policy year, and not less than Three Million Dollars
       ($3,000,000.00) with respect to damage to property (such minimum limits
       in clauses (a) and (b) to be increased by fifteen percent (15%) as of
       January 1, 2009 and every five years thereafter); and (c) all workers
       compensation, automobile liability and similar insurance required by law.
       All such policies shall designate Licensee as either the insured party or
       as a named additional insured party, shall be written as primary
       policies, not contributory with and not in excess of any coverage which
       Licensee may carry, and shall provide that the issuer shall notify
       Licensee thirty (30) days prior to any cancellation or lapse of such
       insurance or in any change in the coverage thereof. Executed copies of
       the policies of insurance required under this Paragraph or certificates
       thereof shall be delivered to Licensee prior to the Effective Date.
       Operator shall furnish Licensee with evidence of renewal of each such
       policy prior to the expiration of the term thereof. All insurance
       policies obtained pursuant to this Subparagraph shall reflect that loss
       proceeds payable thereunder shall be made payable to the party or parties
       incurring the related loss except to the extent that such loss proceeds
       relate to the repair, maintenance or replacement of Transmission
       Equipment or other equipment or facilities the repair, maintenance, or
       replacement of which (i) is the financial responsibility of the Operator
       or (ii) has been commenced or completed by the Operator, in which case
       such loss proceeds shall be made payable to the Operator only and
       Operator shall be responsible for such repair, maintenance or
       replacement. In the event that any loss proceeds are paid or intended to
       be paid other than in accordance with the foregoing sentence, Licensee
       agrees to fully cooperate with either the applicable insurer or the
       Operator as required to ensure that such loss proceeds are paid in
       accordance herewith.

13.    RESTRICTIVE COVENANTS.



                                       47
<PAGE>

       Each Party (the "Protected Party") acknowledges that there may be made
       available to it pursuant to this Agreement, or may have been made
       available to it, proprietary information of the other Party (the
       "Protecting Party") or its board members, Affiliates, agents or
       contractors ("Confidential Information"), the value of which may be
       reduced or destroyed by unauthorized dissemination. Accordingly, the
       Protecting Party agrees that, except and to the extent it may be required
       by law or to the extent necessary to enforce or defend its rights under
       this Agreement before an appropriate tribunal, neither it nor any of its
       board members, Affiliates, employees, agents, controlling parties or
       contractors shall, in any manner, directly or indirectly, disclose such
       Confidential Information to any person, firm, corporation, agent or
       contractor or other entity (other than the Protecting Party's attorneys
       and consultants who agree in writing with the Protected Party to these
       confidentiality provisions) and said undertakings are enforceable by
       injunctive or other equitable relief to prevent any violation or
       threatened violation thereof and without prejudice to any other legal
       remedies of the Protected Party. Each Protecting Party may disclose this
       Agreement to its Affiliates; strategic partners; actual or potential
       investors, lenders, acquirers, merger partners; and others whom the
       Protecting Party deem in good faith to have a need to know such
       information for purposes of pursuing a transaction or business
       relationship with the Protecting Party; provided that the Protecting
       Party secures an enforceable obligation from such third party to limit
       the use and disclosure of Confidential Information as provided herein. To
       the extent a copy of this Agreement or any amendment thereto is required
       to be filed with the FCC, all terms (including financial terms) stating
       compensation, reimbursement or contributions from Operator to Licensee or
       third parties must be redacted from such filing to the extent permitted
       by the FCC.

14.    RESOLUTION OF CERTAIN DISPUTES.

       a)     If the Parties are unable to resolve any monetary dispute under
              this Agreement or any dispute as to the interpretation of a
              provision of this Agreement (each, a "Dispute"), subject to the
              additional procedures set forth in SUBPARAGRAPHS 2(e) AND 5(b),
              the baseball decision rules ("Baseball Arbitration") set forth in
              SUBPARAGRAPH 14(b) shall apply. If the Parties are unable to
              resolve any other disputes (each a "Breach Dispute"), including
              without limitation disputes regarding a breach or default under
              this agreement, the parties shall arbitrate such dispute pursuant
              to the rules set forth in SUBPARAGRAPH 14(c).

       b)     Any such matter shall be resolved by a single Arbitrator. In the
              event of a Dispute, either party may request by written notice to
              the other party that it wishes to submit the disputed matter for
              resolution by Baseball Arbitration. The parties agree to submit to
              an Arbitrator within 30 days after the


                                       48
<PAGE>

              requesting party's notice has been received by the other party.
              Within fifteen (15) days (the "Submission Period") after the
              appointment of the arbitrator (the "Arbitrator") in accordance
              with the Commercial Arbitration Rules (then in effect) of the
              American Arbitration Association for arbitration of commercial
              disputes (the "AAA"), each Party shall submit to the Arbitrator
              its own proposal for the resolution of the contested issue. Such
              submissions shall remain secret until after the Arbitrator has
              received each Party's proposal, at which time the Arbitrator shall
              inform each Party of the other's proposal. No such proposal may be
              amended after it is submitted to the Arbitrator. The Arbitrator
              shall compare the proposals. Except as otherwise provided in
              SUBPARAGRAPH 4(b) for arbitration thereunder, the Arbitrator shall
              determine which proposal he or she believes to be the resolution
              most closely in accordance with the relevant provisions of this
              Agreement and shall order the adoption of such proposal as the
              relief granted. If any Party fails to submit its proposal by the
              end of the Submission Period, the Arbitrator shall order the
              adoption of the other Party's proposal. The Arbitrator may rely
              upon such evidence as the Arbitrator may choose in his or her
              discretion in making such determination, and may permit discovery
              in accordance with the provisions of this SUBPARAGRAPH 14(a).

       c)     Any such mater shall be resolved by a single Arbitrator. In the
              event of a Breach Dispute either party may request by written
              notice to the other party that it wishes to submit the disputed
              matter for resolution by an Arbitrator. The parties agree to
              submit to an Arbitrator within 30 days after the requesting
              party's notice has been received by the other party. During the
              Submission Period, the parties shall appoint the Arbitrator in
              accordance with the Commercial Arbitration Rules (then in effect)
              of the American Arbitration Association for arbitration of
              commercial disputes (the "AAA"). The parties agree to permit
              discovery proceedings of the type provided by the Federal Rules of
              Civil Procedure both in advance of, and during recesses of, the
              arbitration hearings. The parties agree that the arbitrator shall
              have no jurisdiction to consider evidence with respect to or
              render an award or judgment for punitive damages (or any other
              amount awarded for the purpose of imposing a penalty).

       d)     The arbitration hearing shall be located at a neutral site as
              mutually agreed by the parties, or if the parties cannot so agree,
              then (i) if the arbitration is commenced by Licensee, the location
              of the arbitration shall be in Seattle, Washington, or (ii) if the
              arbitration is commenced by Operator, the location of the
              arbitration shall be in New York, New York. The Federal Rules of
              Evidence shall apply to the arbitration hearing. The Party
              bringing a particular claim or asserting an affirmative defense
              will have the burden


                                       49
<PAGE>

              of proof with respect thereto. Each Party shall bear the burden of
              persuasion with respect to its proposal for resolution of the
              matter. The arbitration proceedings and all testimony, filings,
              documents and information relating to or presented during the
              arbitration proceedings shall be deemed to be information subject
              to the confidentiality provisions of this Agreement. The
              Arbitrator will have no power or authority, pursuant to the rules
              of the AAA or otherwise, to relieve the Parties from their
              agreement hereunder to arbitrate or otherwise to amend or
              disregard any provision of this Agreement, including without
              limitation the provisions of this Paragraph.

       e)     Should an Arbitrator refuse or be unable to proceed with
              arbitration proceedings as called for by this Paragraph, the
              Arbitrator shall be replaced pursuant to the rules of the AAA. If
              an arbitrator is replaced after the arbitration hearing has
              commenced, then a rehearing shall take place in accordance with
              this Paragraph and the rules of the AAA.

       f)     Within fifteen (15) days after the closing of the arbitration
              hearing, the Arbitrator will prepare and distribute to the parties
              a writing setting forth the Arbitrator's or Arbitration Panel's
              finding of facts and any relevant conclusions of law relating to
              the Dispute, including the reasons for the giving or denial of any
              award. The findings and conclusions and the award, if any, shall
              be deemed to be information subject to the confidentiality
              provisions of this Agreement.

       g)     The Arbitrator is instructed to schedule promptly all discovery
              and other procedural steps and otherwise to assume case management
              initiative and control to effect an efficient and expeditious
              resolution of the Dispute. The Arbitrator or Arbitration Panel is
              authorized to issue monetary sanctions against either party if,
              upon a showing of good cause, such party is unreasonably delaying
              the proceeding.

       h)     Any award rendered by the Arbitrator will be final, conclusive and
              binding upon the Parties and any judgment thereon may be entered
              and enforced in any court of competent jurisdiction.

       i)     Each Party will bear an equal one-half of all fees, costs and
              expenses of the Arbitrators, and notwithstanding any law to the
              contrary, each Party will bear all the fees, costs and expenses of
              its own attorneys, experts and witnesses; provided, however, in
              connection with any judicial proceeding to compel arbitration
              pursuant to this Agreement or to confirm, vacate or enforce any
              award rendered by the Arbitrator, the prevailing party in such a
              proceeding shall be entitled to recover reasonable attorney's fees
              and expenses incurred in connection with such proceedings, in
              addition to any


                                       50
<PAGE>

              other relief to which it may be entitled; the non-prevailing party
              to an arbitration shall pay its own expenses, the fees of each
              arbitrator, the administrative fee of the AAA, and the expenses,
              including without limitation, attorneys' fees and costs, and
              expert and witness fees and costs, incurred by the other party to
              the arbitration.

       j)     Notwithstanding anything to the contrary in this PARAGRAPH 14,
              either party may seek injunctive relief from a court of competent
              jurisdiction (in accordance with PARAGRAPH 19 at any time without
              complying with the foregoing provisions.

15.    FORCE MAJEURE.

       If by reason of Force Majeure either Party is unable in whole or in part
       to perform its obligations hereunder, such Party shall not be deemed to
       be in violation or default during the period of such inability solely as
       a result of such inability, provided that this provision shall not be
       construed to limit in any way or otherwise relieve either Party of its
       obligation under any other provision of this Agreement, which is
       applicable upon the occurrence of Force Majeure. "Force Majeure" shall
       mean the following: acts of God, acts of third parties outside of such
       Party's control, acts of public enemies, orders of any branch of the
       government of the United States, or any State or any political
       subdivisions thereof having legal jurisdiction (unless such order would
       otherwise be the basis for a termination pursuant to SUBPARAGRAPH 8(a))
       which are not the result of action or inaction of the Party that would
       constitute a breach of this Agreement, public insurrections, interference
       from unauthorized sources, floods, sinkholes, riots, epidemics, fires,
       civil disturbances, explosions, power outages, meteorological or
       astronomical events, labor disturbances and strikes or any other cause or
       event not reasonably within the control of the Party failing in its
       performance hereunder.

16.    INDEMNIFICATION.

       a)     Operator shall indemnify, defend and hold Licensee, its
              Affiliates, their respective officers, directors, partners,
              managing directors, Affiliates, employees, agents, consultants,
              representatives, successors and assigns harmless from and against
              all Losses (as hereinafter defined) incurred or suffered by such
              person or entity arising out of, relating to, or resulting from
              (i) harmful interference caused or allegedly caused by the
              installation, use or maintenance by Operator or for Operator's
              subscribers of Transmission Equipment or subscriber response
              station equipment, (ii) any claims that Operator's operation of
              equipment using any of the EBS Channels including, is causing or
              has caused or allegedly is causing or allegedly has caused any
              adverse effect on health or the environment; (iii) any claims by
              third parties related to Operator's operation of the System;


                                       51
<PAGE>

              and (iv) any action by the FCC pursuant to or arising directly
              from a breach by Operator of the terms or conditions of this
              Agreement (as amended from time to time). Notwithstanding the
              foregoing, Operator's indemnification obligations hereunder shall
              be subject to the deductible of Five Thousand Dollars ($5,000).

       b)     For purposes of this Agreement, "Losses" shall mean, subject to
              the proviso following, each and all of the following items:
              claims, losses (including, without limitation, losses of
              earnings), liabilities, obligations, payments, damages (actual,
              punitive or consequential), charges, judgments, fines, penalties,
              amounts paid in settlement, costs and expenses (including, without
              limitation, interest which may be imposed in connection
              therewith), costs and expenses of investigation, actions, suits,
              proceedings, demands, assessments and fees, lost FCC Licenses,
              expenses and disbursements of counsel, consultants and other
              experts; provided, however, Losses shall not include consequential
              damages, special damages, loss of earnings or punitive damages.

       c)     A Party seeking indemnification under this Agreement shall,
              promptly upon becoming aware of the facts indicating that a claim
              for indemnification may be warranted, give to the Party from whom
              indemnification is being sought a claim notice relating to such
              Loss (a "Claim Notice"). Each Claim Notice shall specify the
              nature of the claim, the applicable provision(s) of this Agreement
              or other instrument under which the claim for indemnity arises,
              and, if possible, the amount or the estimated amount thereof. No
              failure or delay in giving a Claim Notice (so long as the same is
              given prior to expiration of the representation or warranty upon
              which the claim is based) and no failure to include any specific
              information relating to the claim (such as the amount or estimated
              amount thereof) or any reference to any provision of this
              Agreement or other instrument under which the claim arises shall
              affect the obligation of the Party from whom indemnity is sought
              except to the extent such Party is materially prejudiced by such
              failure or delay.

17.    NOTICE.

       All notices, requests, consents and other communications hereunder to any
       party shall be deemed to be sufficient if contained in a written
       instrument delivered in person or sent by telecopy (with a confirmatory
       copy sent by a different means within three business days of such
       notice), nationally recognized overnight courier or first class
       registered or certified mail, return receipt requested, postage prepaid,
       addressed to such party at the address set forth below or such other
       address as may hereafter be designated in writing by such party to the
       other Parties:



                                       52
<PAGE>

           (i)    if, to Operator, to:

                       Clearwire Spectrum Holdings LLC
                       5808 Lake Washington Blvd. N.E.
                       Suite 300
                       Kirkland, WA  98033
                       Attention:  Benjamin G. Wolff
                       Fax:  (425) 828-8061

                  with a copy to:

                       Davis Wright Tremaine LLP
                       2600 Century Square
                       1501 Fourth Avenue
                       Seattle, Washington  98101-1688
                       Attention:  Julie Weston, Esq.
                       Fax:  (206) 628-7699

           (ii)   if to Licensee:

                       Hispanic Information and Telecommunications Network, Inc.
                       63  Flushing Avenue, Unit 281
                       Brooklyn, New York  11205
                       Telecopy:  (212) 966-5725
                       Telephone:  (212) 966-5660
                       Attention: Jose Luis Rodriguez

                       with copies to:

                       Day, Berry & Howard
                       One Canterbury Green
                       Stamford, CT  06901-2047
                       Fax: (203) 977-7301
                       Attention: Sabino Rodriguez

                       and

                       RJGLaw LLC
                       1010 Wayne Avenue, Suite 950
                       Silver Spring, MD 20910
                       Fax: (301) 589-2644
                       Attention: Rudolph J. Geist

       All such notices, requests, consents and other communications shall be
       deemed to have been given when received.



                                       53
<PAGE>

18.    GOVERNING LAW.

       This Agreement shall be governed by and construed in accordance with the
       laws of the State of New York without giving effect to the principles of
       conflicts of law that might result in the application of the laws of any
       other jurisdiction.

19.    SPECIFIC PERFORMANCE.

       The Parties acknowledge and agree that the rights reserved to each of
       them hereunder are of a special, unique, unusual and extraordinary
       character, and that irreparable harm would occur in the event that any of
       the agreements and provisions of this Agreement were not performed fully
       by the Parties hereto in accordance with their specific terms or
       conditions or were otherwise breached, and that money damages are an
       inadequate remedy for breach of the Agreement because of the difficulty
       of ascertaining and quantifying the amount of damage that will be
       suffered by the Parties hereto in the event that this Agreement is not
       performed in accordance with its terms or conditions or is otherwise
       breached. It is accordingly hereby agreed that each Party hereto shall be
       entitled to an injunction or injunctions to restrain, enjoin and prevent
       breaches of this Agreement by the other Party and to enforce specifically
       such terms and provisions of this Agreement in any state or federal court
       of the United States, such remedy being in addition to and not in lieu
       of, any other rights and remedies to which the other Parties are entitled
       to at law or in equity. The non-prevailing party shall pay its own
       expenses, court costs and the expenses, including without limitation,
       attorneys' fees and costs, and expert witness fees incurred by the other
       party.

20.    CONSTRUCTION.

       The definitions in this Agreement shall apply to both the singular and
       plural forms of the terms defined. For the convenience of the parties,
       Exhibit B references the Paragraphs and Subparagraphs of this Agreement
       in which terms are defined. The words "include," "includes," and
       "including" shall be deemed to be followed by the phrase "without
       limitation." All references to Paragraphs, to Subparagraphs and to
       Exhibits are references to Paragraphs, to Subparagraphs and to Exhibits
       of this Agreement. The terms "this Agreement," "hereof," "hereunder" and
       similar expressions refer to this Agreement as a whole unless
       specifically stated.

21.    HEADINGS.

       The Paragraph and Subparagraph headings are for the convenience of the
       parties and shall not be used to interpret this Agreement.

22.    RELATIONSHIP OF PARTIES.


                                       54
<PAGE>

       This Agreement creates a capacity use relationship and not a joint
       venture or partnership. Each Party will act so as to preserve that intent
       and neither shall present itself as the other party or represent itself
       as having the right to represent, bind, or contract on behalf of, the
       other Party.

23.    WAIVER.

       The express or implied waiver by either Party of any breach of any
       representation or warranty or any failure to fulfill any condition,
       covenant or other obligation under this Agreement shall not constitute a
       waiver of any other representation or warranty or of any other failure in
       the future or in the past by the other Party to fulfill such
       representation, warranty, condition, covenant or obligation hereunder.

24.    ENTIRE AGREEMENT, AMENDMENTS.

       This Agreement, along with its Exhibits, the Option Spectrum Agreement
       and the agreements executed pursuant to the Option Spectrum Agreement,
       constitutes the entire Agreement between the Parties regarding its
       subject matter and supersedes all oral or prior written agreements of any
       kind between the Parties relating to its subject matter. This Agreement
       may be modified only by an amendment in writing executed by both Parties.

25.    COUNTERPARTS.

       This Agreement and any amendments to it may be executed in one or more
       counterparts, each of which shall be deemed an original, but all of which
       shall constitute one and the same instrument. The Parties shall accept
       facsimile signatures as original signatures.

26.    LICENSEE CONTROL.

       To the extent required by FCC Rules, Licensee shall have: (a) access to
       and control over the Transmission Equipment upon not less than
       twenty-four (24) hours notice outside of business hours and four (4)
       hours notice during business hours; (b) reasonable access during normal
       business hours to the Transmission Equipment and response station
       equipment operating on any EBS Channels; and (c) the right to consult
       with Operator's maintenance personnel at reasonable times, for reasonable
       periods and upon reasonable notice concerning the maintenance of
       Transmission Equipment used for the EBS Channels and response station
       equipment operating on any EBS Channels; provided, however, Licensee
       shall not exercise rights under this Paragraph in any manner that
       interferes with Operator's lawful use of Operator's Capacity in
       accordance with this Agreement and FCC Rules, or interferes with
       Operator's or any third party's lawful use in accordance with this
       Agreement and FCC Rules of the equipment utilizing the EBS Channels.



                                       55
<PAGE>

       Operator shall at all times provide Licensee with the capability of
       deactivating any and all response stations operating on the EBS Channels
       in accordance with FCC Rule 74.939(o).

27.    VALIDITY AND SEVERABILTY.

       Whenever possible, each provision of this Agreement shall be interpreted
       in such manner as to be effective and valid, but if any term or other
       provision of this Agreement is invalid, illegal or incapable of being
       enforced by any law or public policy, all other terms and provisions of
       this Agreement shall nevertheless remain in full force and effect. Upon
       such determination that any term or other provision is invalid, illegal
       or incapable of being enforced, the Parties hereto affected by such
       determination in any material respect shall negotiate in good faith to
       modify this Agreement so as to effect the original intent of the Parties
       as closely as possible in order that the provisions hereof are given
       effect as originally contemplated to the greatest extent possible.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

OPERATOR                             LICENSEE

CLEARWIRE SPECTRUM HOLDINGS LLC      HISPANIC INFORMATION AND TELECOMMUNICATIONS
                                     NETWORK, INC.

By:   /s/ Benjamin G. Wolff          By:   /s/ Jose Luis Rodriguez
    -----------------------------        ------------------------------------
Name:   Benjamin G. Wolff            Name:  Jose Luis Rodriguez
Title:  Executive Vice President     Title: President


             [Signature Page to IUA for the Memphis, TN Market Area]




                                       56
<PAGE>

INCLUDED EXHIBITS AND SCHEDULE LIST:

A      EBS LICENSE, CHANNELS, METROPOLITAN AREA, PRIMARY TRANSMISSION SITE,
       LOCATION OF LICENSEE'S ORIGINATION POINT AND LICENSEE'S DIGITAL CHANNEL
       CAPACITY

B.     DEFINITIONS

C.     EXAMPLES PURSUANT TO SUBPARAGRAPH 2(d)(i) AND (ii)





                                       57
<PAGE>

                                    EXHIBIT A


                   EBS LICENSE, CHANNELS, METROPOLITAN AREA,

                           PRIMARY TRANSMISSION SITE,

                    LOCATION OF LICENSEE'S ORIGINATION POINT

                    AND LICENSEE'S DIGITAL CHANNEL CAPACITY
                    ---------------------------------------

License Call Sign:  ***
-----------------

EBS Channels:  ***
------------

Market Area:  ***
-----------

Primary Transmission Site:  ***
-------------------------











                                       58
<PAGE>


                                    EXHIBIT B

                                   DEFINITIONS
                                   -----------

"AAA" is defined in Paragraph 14(a).

"Acceptance Period" is defined in Subparagraph 9(c)(ii).

"Affiliate" is defined in Subparagraph 2(e)(i).

"Additional Standard Customer Packages" is defined in Subparagraph 6(b).

"Agreement" is defined in the opening paragraph.

"Arbitrator" is defined in Subparagraph 14(a).

"Baseball Arbitration" is defined in Subparagraph 14(a).

"Basic Feature" is defined in Subparagraph 2(g)(i).

"Basic Service Criteria" is defined in Subparagraph 2(g)(iii).

"Breach Dispute" is defined in Section 14(a).

"BRS" is defined in the Recitals.

"Claim Notice" is defined in Subparagraph 16(c).

"Collocation" is defined in Subparagraph 2(h)(v).

"Collocation Reference Contract" is defined in Subparagraph 2(h)(v).

"Common Equipment" is defined in Subparagraph 3(a)(vi).

"Communications Act" is defined in Paragraph 26.

"Confidential Information" is defined in Paragraph 13.

"Decoupling Event" is defined in Subparagraph 4(b).

"Deferral Notice" is defined in Subparagraph 2(f)(ii).

"Dispute" is defined in Subparagraph 14(a).

"EBS" is defined in the Recitals.



                                       59
<PAGE>

"EBS Channel" and "EBS Channels" are defined in the Recitals.

"EBS Engineered Throughput Rate" is defined in Subparagraph 2(d)(i).

"Effective Date" is defined in Paragraph 1.

"End User" and "End Users" are defined in Subparagraph 3(a)(x).

"End User Throughput Rate" is defined in Subparagraph 2(d)(ii).

"Engineered Throughput Rate" is defined in Subparagraph 2(d)(ii).

"Enhanced Feature" is defined in Subparagraph 2(h)(i).

"Equipment Lease" is defined in Paragraph 9.

"Equipment Purchase" is defined in Paragraph 9.

"Equipment Notice Date" is defined in Subparagraph 2(a)(i)(2)(B).

"Excess Capacity" is defined in Subparagraph 2(f)(ii).

"Excess Usage Situation" is defined in Subparagraph 2(d)(iv).

"Fair Market Value Royalty Fee" is defined in Subparagraph 4(b)(i).

"FCC" is defined in the Recitals.

"FCC Licenses" is defined in Subparagraph 11(d).

"FCC Licenses Sale" is defined in Subparagraph 9(c).

"FCC Licenses Sale Offer" is defined in Subparagraph 9(c)(ii).

"FCC Rules" is defined in the Recitals.

"FCC Transfer Decision" is defined in Subparagraph 9(c).

"FCC Transfer Offer" is defined in Subparagraph 9(c)(ii).

"FCC Use Change" is defined in Subparagraph 7(b).

"Five Percent User" and "Five Percent Users" are defined in Subparagraph
2(d)(i).

"Force Majeure" is defined in Paragraph 15.

"Full Channel Option" is defined in Subparagraph 2(a)(iii).


                                       60
<PAGE>

"High Power Booster Station Equipment" is defined in Subparagraph 3(a)(ii).

"Hold-over Right" is defined in Subparagraph 2(a)(i)(2)(C).

"Hold-over Right Notice Date" is defined in Subparagraph 2(a)(i)(2)(C).

"Hold-over Services" is defined in Paragraph 9.

"Hub Receive Equipment" is defined in Subparagraph 3(a)(v).

"Hub Receive Site" is defined in Subparagraph 3(a)(v).

"Identified Legacy Equipment" is defined in Subparagraph 2(a)(ii).

"Initial Term" is defined in Paragraph 1.

"Internet Transit" is defined in Subparagraph 2(h)(iv).

"Legacy Equipment" is defined in Subparagraph 2(a)(i)(2)(B).

"License" and "Licenses" are defined in the Recitals.

"Licensed Booster Station" is defined in Subparagraph 3(a)(ii).

"Licensee" is defined in the opening paragraph.

"Licensee Legacy Equipment" is defined in Subparagraph 2(a)(i)(2)(A).

"Licensee Material Adverse Effect" means a material adverse effect on the
business, operations, properties, assets, condition (financial or other) or
results of operations of Licensee, taken as a whole, other than changes
affecting the broadband wireless business generally

"Licensee Purchase" is defined in Subparagraph 2(a)(i)(2)(B).

"Licensee Service Contract" is defined in Subparagraph 2(e)(iii).

"Licensee Transfer Period" is defined in Subparagraph 9(c)(iii).

"Licensee's Educational Reservation" is defined in Subparagraph 2(d)(i).

"Licensee's Expenses" is defined in Subparagraph 5(a).

"Licensee's Intermediate Capacity" is defined in Subparagraph 2(f)(i)

"Licensee's Notice Date" is defined in Subparagraph 4(b)(i).


                                       61
<PAGE>

"Licensee's Throughput" is defined in Subparagraph 2(d)(iii).

"Licensee's Throughput Rate Entitlement" is defined in Subparagraph 2(d)(ii).

"Licensee's Total Ordered Data Speeds" is defined in Subparagraph 2(d)(iv).

"Losses" is defined in Subparagraph 16(b).

"Low Power Booster Station Equipment" is defined in Subparagraph 3(a)(ii).

"Market Area" is defined in the Recitals.

"Network Management Services" is defined in Subparagraph 2(h)(iii).

"Nonstandard Installation" is defined in Subparagraph 6(b).

"Non-peak Hours" is defined in Subparagraph 2(d)(iii)(3).

"Not-for-Profit Transfer" is defined in Subparagraph 9(c).

"Operational Period" is defined in Subparagraph 2(d)(i).

"Operator" is defined in the opening paragraph.

"Operator Purchase" is defined in Subparagraph 2(a)(i)(2)(B).

"Operator's Capacity" is defined in Subparagraph 2(c).

"Operator's Group" is defined in Subparagraph 2(e)(i).

"Option Spectrum Agreement" is defined in the recitals.

"OSHA" is defined in Subparagraph 3(f).

"Oversubscription Level" is defined in Subparagraph 2(d)(ii).

"Partial Channel Option" is defined in Subparagraph 2(a)(iii).

"Party" and "Parties" are defined in the opening paragraph.

"Peak Adjustment Number" is defined in Subparagraph 2(d)(iii)(1)(E).

"Peak Benchmark" is defined in Subparagraph 2(d)(iii)(1)(B).

"Peak Hours" is defined in Subparagraph 2(d)(iii)(3).

"Permitted End Users" is defined in Subparagraph 2(l).


                                       62
<PAGE>

"Permitted Uses" is defined in Subparagraph 2(l).

"Proceeding" means any action, suit, litigation, arbitration proceeding
(including any civil, criminal, administrative, investigative or appellate
proceeding), hearing, inquiry, audit, examination or investigation commenced,
brought, conducted or heard by or before, or otherwise involving any court or
other Government Agency or any arbitrator or arbitration panel.

"Price Index" is defined in Subparagraph 4(b)(iii).

"Primary Response Station Sites" is defined in Subparagraph 6(a).

"Primary Transmission Equipment" is defined in Subparagraph 3(a)(i).

"Primary Transmission Sites" is defined in Subparagraph 3(a)(i).

"Prior Use Agreement" is defined in Subparagraph 2(a)(i)(1).

"Prior User" is defined in Subparagraph 2(a)(i)(1).

"Prior User Legacy Equipment" is defined in Subparagraph 2(a)(i)(2)(B).

"Protected Party" and "Protecting Party" are defined in Paragraph 12.

"Purchase Option" is defined in Paragraph 10(d).

"Reference Contract" is defined in Subparagraph 2(e)(ii)

"Renewal Term" is defined in Paragraph 1.

"Retail Price" is defined in Subparagraph 2(f)(i).

"Royalty Fee" is defined in Subparagraph 4(b)(i).

"STA" is defined in Subparagraph 3(c).

"Standard Customer Package" is defined in Subparagraph 6(a).

"Start Date" is defined in Subparagraph 2(b)(iii).

"Submission Period" is defined in Subparagraph 14(a).

"System" is defined in the Recitals.

"System Change" is defined in Subparagraph 2(m).

"Target Month" is defined in Subparagraph 2(d)(iii).


                                       63
<PAGE>

"Term" is defined in Paragraph 1.

"Throughput" is defined in Subparagraph 2(d)(i).

"Throughput Rate" is defined in Subparagraph 2(d)(i).

"Total EBS Throughput Rate" is defined in Subparagraph 2(d)(i).

"Transfer Notice" is defined in Subparagraph 9(c)(ii).

"Transferable Equipment" is defined in Paragraph 9.

"Transition" is defined in Paragraph 2(s).

"Transmission Equipment" is defined in Subparagraph 3(a)(x).

"Underutilization Situation" is defined in Subparagraph 2(d)(v).

"Unlicensed Booster Station" is defined in Subparagraph 3(a)(ii).

"Utilization Report" is defined in Subparagraph 2(d)(iii).

"Wholesale Agreement" is defined in Subparagraph 2(e)(i).

"Wholesale Price" is defined in Subparagraph (2)(f)(i)



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                                    EXHIBIT C

               EXAMPLES PURSUANT TO SUBPARAGRAPH 2(d)(i) AND (ii)




































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