<PAGE>
                                                                   EXHIBIT 10.23

                            SPECTRUM OPTION AGREEMENT
                                 By and Between
                              CLEARWIRE CORPORATION
                                       And
            HISPANIC INFORMATION AND TELECOMMUNICATIONS NETWORK, INC.






                           Dated as of March 29, 2004



[* * * 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]

<PAGE>



                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                 PAGE
<S>                                                                                                              <C>

Article 1. Acquisition of Spectrum Rights.........................................................................1

   Section 1.01      Option.......................................................................................1
   Section 1.02      Option Notice................................................................................2
   Section 1.03      Exercise Notice..............................................................................2
   Section 1.04      Expiration Time and Extension of Expiration Time.............................................3
   Section 1.05      Refund of Option Consideration...............................................................3
   Section 1.06      IUA Lease Rates..............................................................................3
   Section 1.07      FCC Permitted Extensions.....................................................................4
   Section 1.08      Right of First Refusal on IUAs...............................................................4

Article 2. Consideration..........................................................................................5

   Section 2.01      Consideration................................................................................5
   Section 2.02      Contingent Consideration.....................................................................6

Article 3. Closings...............................................................................................6

   Section 3.01      Closings.....................................................................................6
   Section 3.02      Closing Deliveries...........................................................................7
   Section 3.03      Further Assurances...........................................................................7

Article 4. Representations and Warranties of HITN.................................................................7

   Section 4.01      Organization and Good Standing...............................................................7
   Section 4.02      Authorization of Agreement...................................................................7
   Section 4.03      No Conflict..................................................................................8
   Section 4.04      FCC Licenses.................................................................................8
   Section 4.05      Tower Leases.................................................................................9
   Section 4.06      Interference Coordination Agreements.........................................................9
   Section 4.07      Litigation...................................................................................9
   Section 4.08      Compliance with Laws; Permits................................................................9
   Section 4.09      Offering Exemption; Securities Representations...............................................9
   Section 4.10      Brokers.....................................................................................10
   Section 4.11      Suitability.................................................................................10
   Section 4.12      Disclosure..................................................................................11
   Section 4.13      Knowledge...................................................................................11

Article 5. Representations and Warranties of Clearwire...........................................................11

   Section 5.01      Organization and Good Standing..............................................................11
   Section 5.02      Authorization of Agreement..................................................................11
   Section 5.03      Capitalization..............................................................................12
   Section 5.04      No Conflict.................................................................................13
   Section 5.05      Litigation..................................................................................13
   Section 5.06      Brokers.....................................................................................13

Article 6. Covenants.............................................................................................13

   Section 6.01      Consents and Approvals......................................................................13
   Section 6.02      Notice of Breach............................................................................13
   Section 6.03      Access to Information.......................................................................13
   Section 6.04      Maintenance of FCC Qualifications...........................................................14
</TABLE>



                                        i
<PAGE>


<TABLE>
<S>                                                                                                              <C>
   Section 6.05      Assignment of FCC Licenses..................................................................14
   Section 6.06      Legends.....................................................................................14
   Section 6.07      Assistance in Obtaining FCC Licenses........................................................15

Article 7. Conditions............................................................................................16

   Section 7.01      Conditions to Each party's Obligations......................................................16
   Section 7.02      Conditions to the Obligations of Clearwire..................................................16
   Section 7.03      Conditions to Obligations of HITN...........................................................17

Article 8. Indemnification.......................................................................................17

   Section 8.01      Indemnification.............................................................................17
   Section 8.02      Limitations on Indemnification for Breaches of Representations and Warranties...............18
   Section 8.03      Indemnification Procedures..................................................................18
   Section 8.04      Treatment for Tax Purposes..................................................................19

Article 9. Termination...........................................................................................19

   Section 9.01      Expiration; Termination.....................................................................19

Article 10. General Provisions...................................................................................20

   Section 10.01        Payment of Sales, Use or Similar Taxes...................................................20
   Section 10.02        Survival of Representations and Warranties...............................................20
   Section 10.03        Expenses.................................................................................20
   Section 10.04        Entire Agreement; Amendments and Waivers.................................................20
   Section 10.05        Governing Law............................................................................20
   Section 10.06        Table of Contents and Headings...........................................................21
   Section 10.07        Notices..................................................................................21
   Section 10.08        Publicity................................................................................21
   Section 10.09        Severability.............................................................................22
   Section 10.10        Binding Effect; Assignment...............................................................22
   Section 10.11        Remedies.................................................................................22
   Section 10.12        Resolution of Certain Disputes...........................................................22
   Section 10.13        Counterparts.............................................................................24
</TABLE>




                                       ii
<PAGE>



                                LIST OF EXHIBITS

                        A. Definitions and Interpretation

                        B. Form of IUA



                                 LIST OF ANNEXES

                        I. Option Spectrum Rights



                                       iii
<PAGE>



                            SPECTRUM OPTION AGREEMENT

                  SPECTRUM OPTION AGREEMENT, dated as March 29, 2004 (the
"Effective Date"), by and between Clearwire Corporation, a Delaware corporation
("Clearwire"), and Hispanic Information and Telecommunications Network, Inc., a
New York nonprofit corporation ("HITN").

                                    RECITALS:

                  WHEREAS, Annex I hereto lists all Pending Applications (as
defined herein) for licenses ("FCC Licenses") for Instructional Television Fixed
Service ("ITFS") that have been made by HITN to the Federal Communications
Commission (the "FCC") as of the Effective Date (and such annex identifies, with
respect to each of the Pending Applications listed therein, the ITFS channels to
be licensed thereunder ("Channels"), the exclusive service area of such FCC
License under applicable FCC rules, regulations and policies ("Market"), the
number of total households within such Market ("Households"), and the product of
the number of Channels times the Households ("CPOPs"));

                  WHEREAS, subject to the Communications Act of 1934, as amended
(the "Communications Act"), and FCC rules, regulations and policies (the "FCC
Rules"), ITFS stations' excess capacity may be used for commercial purposes (the
"Commercial Spectrum Capacity");

                  WHEREAS, subject to obtaining FCC Licenses under the Pending
Applications, HITN desires to grant an option to Clearwire to lease from HITN,
some or all of the Commercial Spectrum Capacity for each of the Channels listed
in Annex I (the "Option Spectrum Rights"), consisting of 53,455,558 CPOPs in the
aggregate, free and clear of any Liens;

                  WHEREAS, certain defined terms used in this Agreement, and
rules of interpretation applicable to this Agreement, are contained in Exhibit A
hereto.

                  NOW, THEREFORE, in consideration of the premises and the
mutual representations, warranties, covenants, and agreements set forth in this
Agreement and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending
legally to be bound, agree as follows:

                                   Article 1.

                         ACQUISITION OF SPECTRUM RIGHTS

                  Section 1.01 Option. In consideration of the payment to HITN
of the Option Consideration, HITN hereby grants to Clearwire an option (the
"Option") for Clearwire (or its designee) to lease from HITN some or all of the
Option Spectrum Rights, as determined by Clearwire on a Market by Market basis,
free and clear of all Liens, pursuant to an individual use agreement in
substantially the form attached as Exhibit B hereto (an "IUA"). The Option may
be exercised by Clearwire (or its designee), at any time and from time to time,
as to one or more of the FCC Licenses granted pursuant to a Pending Application
during the period commencing on the date upon which Clearwire receives the
Option Notice from HITN and expiring on the one



PAGE 1 - SPECTRUM OPTION AGREEMENT
<PAGE>



hundred eightieth (180th) day following the receipt by Clearwire of the Option
Notice ("Option Exercise Period"). Except as provided in Section 1.05 below, the
Option Consideration is non-refundable, regardless of whether Clearwire
exercises the Option, unless any representation or warranty of HITN made
pursuant to this Agreement or the IUA is not true and correct in all material
respects, or if HITN fails to perform in any material respect its covenants set
forth in this Agreement or in the IUA, and in either such case such breach of a
representation, warranty or covenant, if curable, is not cured within forty-five
(45) days after delivery of written notice of the breach.

                  Section 1.02 Option Consideration.

                  (a) Clearwire shall pay to HITN the sum of the amounts listed
beside each Market on Annex I hereto, totaling an aggregate of *** (the "Option
Consideration") of which (i) *** shall be advanced to HITN within twenty four
(24) hours following the execution of this Agreement by all of the Parties
hereto ("Cash Consideration"), and (ii) *** shares of Class A Common Stock
issued at an agreed upon value of $1.00 per share ("Equity Consideration") which
shall be issued upon being "earned". The Option Consideration for each Market
shall not be determined to be "earned" by HITN until the FCC grants the FCC
License for such Market to HITN pursuant to a Pending Application. If, however,
FCC Licenses have been granted to HITN covering fifty percent (50%) or more of
the CPOPs listed on Annex I ("50% Grant"), then Option Consideration for all of
the Markets shall be deemed "earned". To the extent the Option Consideration has
not been "earned", then such Option Consideration shall be subject to refund as
provided in Section 1.06.

                  (b) At the time that HITN provides the Option Notice, HITN
shall also provide Clearwire with a written notice of its election as to have
the Option Consideration for the applicable Market(s) to which the Option Notice
applies as set forth on Annex I be the Cash Consideration and/or the Equity
Consideration, or a combination of Cash Consideration and Equity Consideration.
If HITN elects to apply a portion of the Cash Consideration to the Option
Consideration for such Market, then such amount shall no longer be subject to
refund as provided in Section 1.06. If HITN elects to apply all or a portion of
the Equity Consideration to the Option Consideration for such Market, then
Clearwire shall issue that number of shares equal to that portion of the Option
Consideration for such Market as elected by HITN at a value of $1.00 per shares
(for example, if HITN elects to receive Equity Consideration for the Alamosa, CO
market, then Clearwire would issue 2,800 share of Class A Common Stock to HITN
for such Market). At such time as the 50% Grant shall have occurred, then
Clearwire shall issue the remaining Equity Consideration, if any, to HITN.

                  Section 1.03 Option Notice. HITN shall provide written notice
("Option Notice") to Clearwire of the grant of an FCC License by the FCC
pursuant to a Pending Application within thirty (30) days of such grant. HITN
shall provide Option Notices for any FCC Licenses granted prior to the
Expiration Time. If prior to the Expiration Time, the FCC has taken final,
binding and non-appealable action with respect to any of the Option Spectrum
Rights that (i) terminates or denies a Pending Application of HITN and any
rights HITN has to such spectrum, (ii) reallocates such spectrum to a party
other than HITN, or (iii) takes such other


PAGE 2 - SPECTRUM OPTION AGREEMENT
<PAGE>



action as would render a Pending Application ineffective (each, an "FCC
Action"), then the Option shall terminate only as to the Pending Application
that is the subject of such FCC Action.

                  Section 1.04 Exercise Notice. In order to exercise the Option,
Clearwire (or its designee) shall deliver to HITN during the Option Exercise
Period a written notice of its election to exercise the Option as to a
particular FCC License which has been granted pursuant to a Pending Application
(the "Election Notice"). Upon delivery of an Election Notice, each Party shall
use its best commercially reasonable efforts to cause (i) the conditions to
Closing identified in Article 7 to be satisfied and (ii) the Closing to occur as
promptly as possible.

                  Section 1.05 Expiration Time. HITN shall provide the Option
Notices to Clearwire from the Effective Date through the second (2nd)
anniversary ("Second Anniversary) of the Effective Date (the "Expiration Time").
Notwithstanding the foregoing, (i) the Expiration Time in respect of any FCC
Licenses subject to an Option Exercise Period that has not lapsed on the Second
Anniversary shall be extended, but only with respect to the FCC Licenses that
are the subject of such Option Expiration Period, through the end of that Option
Expiration Period. It is understood that the Option shall terminate as to any
Market subject to an FCC License in the event that the Option Exercise Period
with respect to such Market expires without Clearwire having delivered an
Election Notice with respect thereto.

                  Section 1.06 Refund of Option Consideration. For (a) each
Pending Application still subject to the Option for which there has been an FCC
Action, and (b) each Pending Application for which no FCC License has been
granted at the Expiration Time, provided that in each case that the 50% Grant
has not occurred, HITN shall (i) in the event of an FCC Action, to the extent
that the shares of the Equity Consideration remains undelivered, HITN shall
provide written notice to Clearwire of HITN's election to cancel its right to
receive that number of shares of Equity Consideration equal to the Option
Consideration with respect to the Market covered by such Pending Application as
set forth in Annex I divided by $1.00 or reimburse Clearwire an amount equal to
the portion of the Cash Consideration advanced to HITN for the Option with
respect to the Market covered by such Pending Application as set forth on Annex
I; or (ii) at the Expiration Time, refund to Clearwire any Cash Consideration
which has not been "earned" as provided in this Agreement and no additional
Equity Consideration shall be issued. Any Cash Consideration refunded to
Clearwire pursuant to this Section 1.06 shall be payable in equal monthly
installments amortized equally over a period of sixty (60) months beginning no
later than sixty (60) days following HITN's notification of such FCC Action or
the Expiration Time, as the case may be, as a credit to the monthly royalty fee
payable by Clearwire (or one or more of its subsidiaries) pursuant to one or
more of the IUAs between HITN and Fixed Wireless Holdings, LLC dated November
13, 2003 and/or one or more of the IUAs entered into pursuant to this Agreement
until such amount refund has been paid back in full; provided, however, that if
there is no such IUA in force or effect at such time, then HITN will pay to
Clearwire an amount equal to the unpaid portion of the refund in cash or
immediately available funds; provided, further that if the 50% Grant occurs
after such time as there have been refunds payments of cash or cancellations of
rights to receive shares of Equity Consideration by HITN in favor of Clearwire
pursuant hereto, then HITN shall be entitled to receive prompt repayment of any
such amounts or reinstatement of any such rights, as the case may be.


PAGE 3 - SPECTRUM OPTION AGREEMENT
<PAGE>



                  Section 1.07 IUA Lease Rates. Each IUA shall contain the same
tiered lease rates for all Spectrum Rights leased therein. The net present value
of the aggregate lease payments under each IUA (over a full term of thirty (30)
years, using a discount rate of ten percent (10%) per annum and a growth rate of
three percent (3%) per annum) shall equal Nine Cents ($0.09) per CPOP leased
therein, as reasonably determined by Clearwire.

                  Section 1.08 FCC Permitted Extensions. With respect to each
IUA for Option Spectrum Rights, if the FCC Rules should at any time not prohibit
(i) lease terms in excess of fifteen (15) years or (ii) the same parties from
entering into a new lease for a new fifteen (15) year term, the term (either the
initial term or any renewal term) of each IUA then in effect and any new IUAs
entered into after such date shall be automatically extended to the maximum term
then permitted, not to exceed a maximum term of thirty (30) years for each IUA.
No additional compensation (other than compensation set forth in the IUA) shall
be payable to HITN in connection with such extension of the term.

                  (a) Upon the expiration of an IUA, Clearwire and HITN shall
enter into a Renewal Agreement for an additional term equal to the remainder of
the thirty (30) year period from the date of the IUA unless (i) Clearwire or
HITN terminated the IUA prior to the expiration of the Term (as defined in the
IUA) in accordance with its terms or (ii) HITN enters into an agreement with the
original offering party after the satisfaction of its obligations with respect
to the right of first refusal set forth in Section 1.09. If Clearwire and HITN
enter into a Renewal Agreement, the only payments due HITN thereunder shall be
the monthly lease payments described therein; HITN shall not receive any other
payments in connection with entering into the Renewal Agreement.

                  (b) If the FCC at any time does not prohibit parties from
allowing additional renewal, first renewal, or other substantially similar
rights (an "Extension Right"), each IUA then in effect shall be deemed amended
to include the Extension Right to the extent, and only to the extent, necessary
to permit the extension of a Term to a total maximum term not to exceed thirty
(30) years, and no additional compensation (other than compensation set forth in
the IUA) shall be payable to HITN in connection with such amendment; provided
that in any case, the right of first refusal in Section 1.09 shall remain in
effect upon expiration of such thirty (30) year term.

                  Section 1.09 Right of First Refusal on IUAs. With respect to
each IUA, during the Term (as defined in the IUA) and for a period of
twenty-four (24) months thereafter ("ROFR Period"), Clearwire shall have a right
of first refusal to use the Commercial Spectrum Capacity as set forth in this
Section 1.09. Upon the receipt by HITN of any bona fide offer (an "ROFR Offer")
to use any of the Commercial Spectrum Capacity following the Term, which ROFR
Offer HITN desires to accept, HITN shall transmit a written notice of the ROFR
Offer to Clearwire (the "ROFR Offer Notice"). The ROFR Offer Notice (i) shall
contain the name and address of the Person making the ROFR Offer, the payment
structure therefore and a summary of all material terms of such ROFR Offer, and
(ii) shall offer to Clearwire the option to enter into a new agreement upon the
terms and subject to the conditions of the proposed third party use or lease
agreement as set forth in the ROFR Offer Notice. Clearwire shall then have the
right for thirty (30) days to accept such ROFR Offer. If Clearwire accepts such
ROFR Offer, Clearwire and HITN shall enter into a new agreement on such terms
and conditions. If after such thirty (30) day period Clearwire does not accept
such ROFR Offer, its rights hereunder as to such


PAGE 4 - SPECTRUM OPTION AGREEMENT
<PAGE>



ROFR Offer shall terminate and HITN may for a period of sixty (60) days
following the Term enter into an agreement with the original offering party on
the same terms and conditions as were offered to Clearwire. If after such sixty
(60) day period, HITN does not enter such an agreement with the original
offering party, the Clearwire right of first refusal described in this Section
1.05 shall again apply for such timing remaining in the ROFR Period. If the ROFR
Offer Notice provides that any consideration is to be paid by the third person
in whole or in part in a form other than cash, Clearwire accepts the ROFR Offer,
and Clearwire is able to provide or procure comparable non-cash consideration
using commercially reasonable efforts, Clearwire will so provide or procure. In
the event Clearwire is unable to provide or procure comparable non-cash
consideration, Clearwire may substitute, in whole or in part, for non-cash
consideration an amount in cash fairly equivalent to the then fair market value
of the non-cash consideration payable by the third person. The ROFR Offer
acceptance must specify the amount of any such substitute cash consideration and
the non-cash consideration for which it is intended to substitute. If HITN
disputes that the substitute cash consideration specified by Clearwire is in an
amount fairly equivalent to the fair market value of the non-cash consideration
payable by the third person, HITN must within fifteen (15) days after the
receipt of the ROFR Offer acceptance provide Clearwire with written notice
specifying the amount HITN considers to be fairly equivalent to the fair market
value of the non-cash consideration payable by the third person (the "Counter
Offer"). The question of fair market value of the non-cash consideration will be
resolved pursuant to the Baseball Arbitration unless Clearwire gives HITN
written notice within fifteen (15) days after its receipt of the Counter-Offer
that Clearwire agrees to enter into an agreement containing the fair market
value set forth in the Counter-Offer.

                                   Article 2.

                                  CONSIDERATION

                  Section 2.01 Consideration. Upon the exercise of the Option as
to one or more FCC Licenses for Commercial Spectrum Capacity, the total
consideration payable for each such FCC License (the "Exercise Consideration"),
in addition to the lease payments set forth in the applicable IUA in accordance
with Section 1.05, shall equal the sum of the following:

                  (a) A sum of money (the "Exercise Cash Consideration") (i) in
the case of those CPOPs encompassed by Tier 1 FCC Licenses and listed on Part 1
of Annex I attached hereto, equal to the product of [***] times (B) the number
of CPOPs that HITN delivers to Clearwire at the applicable Option Closing, and
(ii) in the case of those CPOPs encompassed by Tier 2 FCC Licenses and listed on
Part 2 of Annex I attached hereto, equal to the product of (A) [***] times (B)
the number of CPOPs that HITN delivers to Clearwire at the applicable Option
Closing, in each such case pursuant to the IUAs duly executed and delivered in
accordance with this Agreement, rounded to the nearest whole cent.

                  (b) A stock certificate representing a whole number of shares
of Class A Common Stock (the "Exercise Equity Consideration") equal to the
result of (i) [***] times (ii) the number of CPOPs that HITN delivers to
Clearwire at the applicable Option Closing pursuant to the IUA(s) duly executed
and delivered in accordance with this Agreement


PAGE 5 - SPECTRUM OPTION AGREEMENT
<PAGE>



upon the exercise of the Option divided by (iii) the Current Clearwire Stock
Price, rounded to the nearest number of whole shares, in effect on the
applicable Option Closing Date.

                  Section 2.02 Contingent Consideration.

                  (a) Within thirty (30) days following delivery of Clearwire'
unaudited financial statements ("Positive EBITDA Financial Statements") for the
first two consecutive fiscal quarters of Clearwire in which Clearwire has
achieved Positive EBITDA (the "Applicable Quarters"), as determined pursuant to
such financial statements prepared in the ordinary course of business, Clearwire
will provide HITN with written notice ("EBITDA Notice") that Clearwire has
achieved Positive EBITDA. The EBITDA Notice will include a copy of the Positive
EBITDA Financial Statements, a statement of Clearwire' Gross Operating Margin
and Clearwire' calculation of the Positive EBITDA for the Applicable Quarters.
Within thirty (30) days of delivery of the EBITDA Notice, Clearwire will issue
to HITN a number of additional shares of Class A Common Stock (rounded to the
nearest whole share) (the "Contingent Consideration") equal to a fraction in
which:

                        (i) The numerator is the lesser of (A) one percent (1%)
            of the Gross Operating Margin of Clearwire in the Applicable
            Quarters, as determined from the Positive EBITDA Financial
            Statements or (B) [***] multiplied by the total number
            of CPOPs leased to Clearwire pursuant to IUAs under this Agreement
            at such time; and

                        (ii) The denominator is the Current Clearwire Stock
            Price.

                  (b) For the purposes of this Section 2.02, "Positive EBITDA"
shall mean the earnings before net interest, income taxes, depreciation expense,
and amortization expense of Clearwire, but only if the result thereof is a
positive number.

                  (c) For the purposes of this Section 2.02, "Gross Operating
Margin" shall mean (i) gross revenues of all products and services (less all
sales, use or excise taxes; on- or off-invoice discounts, allowances, rebates,
grants, special purchase allowances, sale prices, or special offers provided by
Clearwire; and any returns of products) minus (ii) all cost of goods sold and
cost of services, including all payments under the IUAs and all employee
expenses, but excluding any allocation for overhead and general and
administrative costs.

                  (d) For clarity, the CPOPs attributable to the exercise of any
Option shall be counted as additional CPOPs for purposes of the Warrant
Agreement.

                                   Article 3.

                                    CLOSINGS

                  Section 3.01 Closings. With respect to the closing upon
each exercise of the Option as to the Option Spectrum Rights (each an "Option
Closing"), such Option Closing will occur at the offices of Davis Wright
Tremaine LLP, 2600 Century Square, 1501 Fourth Avenue, Seattle, Washington, at
10:00 a.m. Seattle time on the day that is as promptly as practical (but in no
event earlier than five (5) days following receipt by HITN of the Exercise
Notice) after


PAGE 6 - SPECTRUM OPTION AGREEMENT
<PAGE>



satisfaction or waiver of the applicable conditions set forth in Article 7
hereof (each, an "Option Closing Date"). An Option Closing may occur after the
Expiration Time if Clearwire has duly delivers an Exercise Notice during the
applicable Option Exercise Period.

                  Section 3.02 Closing Deliveries. At each Option Closing, if
any, with respect to the Option Spectrum Rights set forth in the applicable
Exercise Notice:

                  (a) HITN shall deliver or cause to be delivered to Clearwire
an IUA with respect to such Option Spectrum Rights, duly executed by an
authorized representative of HITN.

                  (b) Clearwire shall deliver or caused to be delivered (i) the
applicable Exercise Cash Consideration by wire transfer in immediately available
funds to HITN, and (ii) a stock certificate representing the applicable Exercise
Equity Consideration.

                  Section 3.03 Further Assurances. Upon the terms and subject to
the conditions of this Agreement, each of the parties hereto shall use its
reasonable best efforts to take, or cause to be taken, all action, and to do, or
cause to be done, all things necessary, proper or advisable consistent with
applicable law to consummate and make effective in the most expeditious manner
practicable the transactions contemplated hereby.

                                   Article 4.

                     REPRESENTATIONS AND WARRANTIES OF HITN

                  HITN hereby represents and warrants to Clearwire that:

                  Section 4.01 Organization and Good Standing. HITN 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. HITN 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 FCC Licenses and each other jurisdiction in which the conduct of its
business or the ownership of its properties requires such qualification or
authorization.

                  Section 4.02 Authorization of Agreement. HITN 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, (ii) to
enter into and deliver all documents required or necessary to be executed by
HITN in connection with the consummation of the Contemplated Transactions
(collectively the "HITN Option Documents"), and (iii) to consummate the
transactions contemplated hereby and thereby. This Agreement has been and the
HITN Option Documents when delivered will be duly and validly executed and
delivered by HITN and (assuming the due authorization, execution and delivery by
the other parties hereto and thereto) this Agreement constitutes and the HITN
Option Documents will constitute when delivered the legal, valid and binding
obligations of HITN, 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


PAGE 7 - SPECTRUM OPTION AGREEMENT
<PAGE>



commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity).

                  Section 4.03 No Conflict. Except as set forth on Section 4.03
of the disclosure schedule attached hereto by HITN (the "HITN Schedule"):

                  (a) Neither the execution and delivery by HITN of this
Agreement or the HITN Option Documents, nor compliance by HITN with any of the
provisions hereof or thereof will (i) conflict with, or result in the breach of,
any provision of the Governing Documents of HITN, (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 HITN is a party or by which HITN 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 HITN is bound.

                  (b) 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 HITN in connection with the
execution and delivery of this Agreement or the HITN Option Documents or the
compliance by HITN with any of the provisions hereof or thereof.

                  Section 4.04 FCC Licenses. Throughout the term of this
Agreement and the term of each IUA that HITN and Clearwire (or its subsidiary)
enters into pursuant to this Agreement:

                  (a) For each Pending Applications, Annex I sets forth the name
of the applicant, the FCC identifier (e.g., call sign or file number), the
Channels, the Market, the number of Households, and the number of CPOPs. To the
best knowledge of HITN, all information set forth in such Annex is complete and
accurate in all respects. Neither HITN nor any of its Affiliates have modified
or sought to have modified any Pending Application.

                  (b) To the best knowledge of HITN, none of the Pending
Applications, or the FCC Licenses to be issued pursuant to the Pending
Applications are subject to any Liens, including without limitation any rights
of first refusal or purchase or lease options.

                  (c) Upon each applicable Option Closing Date, HITN shall be
authorized, by final order, to hold all of the FCC Licenses constituting the
Option Spectrum Rights under the applicable Exercise Notice and to lease them to
Clearwire pursuant to an IUA, in each case free and clear of all Liens.

                  (d) On each applicable Option Closing Date, (i) the grant,
renewal or assignment of the applicable FCC Licenses constituting the Option
Spectrum Rights under the applicable Exercise Notice to HITN shall have been
approved by the FCC by final order and such FCC Licenses will be validly issued
and in full force and effect; (ii) there shall be no Proceeding pending before
the FCC or threatened with respect to any of the applicable FCC Licenses; (iii)
HITN and its Affiliates shall have made on a timely basis all payments to any
applicable Government Agency with respect to such FCC Licenses, including all
payments due to the FCC and all required copyright royalty fee payments and all
required Statements of


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<PAGE>



Account to the U.S. Copyright Office relating to retransmission of television
and radio broadcast signals; and (iv) HITN shall be 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.

                  (e) To the best of HITN's knowledge, all Pending Applications
have been timely filed, and the FCC has not notified any of HITN that any of the
Pending Applications is subject to denial due to lack of timely filing or other
defect.

                  (f) On the applicable Option Closing Date, all FCC Reports and
fees required to be filed by each HITN with the FCC with respect to the
applicable FCC Licenses constituting Option Spectrum Rights under the applicable
Exercise Notice shall have been timely filed and paid. On the applicable Option
Closing Date, all FCC Reports filed by HITN shall be complete and correct in all
material respects.

                  Section 4.05 Tower Leases. HITN is not a party to any Tower
Lease in a Market which is subject of a Pending Application.

                  Section 4.06 Interference Coordination Agreements. On the
applicable Option Closing Date, to HITN's best knowledge, HITN shall not have
granted with respect to any of the applicable FCC Licenses constituting Option
Spectrum Rights under the applicable Exercise Notice any interference rights or
agreements that would have a material impact the use of the Channels.

                  Section 4.07 Litigation. There is no Proceeding now in
progress or pending or, to the best knowledge of HITN, threatened against HITN
or the assets (including the intellectual property rights) or the business of
HITN, nor to the best knowledge of HITN, does there exist any basis therefore,
except for immaterial claims brought against HITN in the ordinary course of
business. HITN is not subject to any Government Order.

                  Section 4.08 Compliance with Laws; Permits. HITN (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 HITN 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 HITN 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 HITN,
threatened to revoke or limit any such Permit. Section 4.08 of the HITN Schedule
sets forth a list of all material licenses, permits and qualifications (other
than the FCC Licenses) and the expiration dates thereof.

                  Section 4.09 Offering Exemption; Securities Representations.


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<PAGE>



                  (a) HITN is an "accredited investor" as this term is defined
in Rule 501(a) of Regulation D as promulgated by the U.S. Securities and
Exchange Commission under the Securities Act.

                  (b) HITN is acquiring the Exercise Equity Consideration for
its own account, for investment purposes only and not with a view to the
distribution (as such term is used in Section 2(11) of the Securities Act)
thereof. HITN understands that the Exercise Equity Consideration has not been
registered under the Securities Act and cannot be sold unless subsequently
registered under the Securities Act or an exemption from such registration is
available.

                  (c) HITN is knowledgeable and experienced in the
telecommunications industry and is capable of evaluating the risks and merits of
the Contemplated Transactions, including the acquisition of shares of Class A
Common Stock, and making an informed decision with respect thereto. HITN, its
officers, and directors have had sufficient opportunity to ask questions of and
receive answers from Clearwire concerning the business of Clearwire, its
operations, assets and liabilities. HITN and its representatives have had an
opportunity to review all documents and records concerning Clearwire and its
business that Clearwire has requested. HITN has conducted its own independent
assessment, analysis and investigation with respect to Clearwire and its
business at the time of entering into this Agreement and has agreed to enter
into this Agreement based solely on this assessment, analysis and investigation,
and the representations and warranties of Clearwire set forth in Article 5
hereof.

                  (d) HITN is aware that Clearwire is a speculative enterprise,
that certain of the information disclosed to HITN contains forward looking
statements which involve risks and uncertainties, and that Clearwire' actual
results may differ significantly from the results discussed in these forward
looking statements. HITN further acknowledges that the value of Clearwire'
respective assets is inherently uncertain and is dependent upon market,
technological, and regulatory developments concerning feasible and allowable
uses. HITN represents and warrants to Clearwire that it has assessed these
factors independently and has agreed to enter into this Agreement without
reliance upon or expectation of any representations, warranties, or disclosures
of any kind from Clearwire, except as specifically set forth in Article 5
hereof.

                  (e) For purposes of application of state securities law, HITN
is a resident of the State of New York.

                  Section 4.10 Brokers. Neither HITN nor any of its directors,
officers, employees, or representatives has employed any broker or finder in
connection with the Contemplated Transactions.

                  Section 4.11 Suitability. To the knowledge of HITN, after due
inquiry, none of the following events has occurred during the last five years
with respect to any of its directors or officers: (a) a petition under federal
bankruptcy or insolvency Laws was filed by or against, or a receiver, fiscal
agent or similar officer was appointed for the business or property of such
person; (b) such person was indicted for any crime, or was convicted in a
criminal proceeding or is a named subject of a pending criminal proceeding; (c)
such person is subject to an Order enjoining him from engaging in any kind of
business practice, or any other activity in connection with the



PAGE 10 - SPECTRUM OPTION AGREEMENT
<PAGE>



purchase or sale of securities, or to be associated with persons engaging in
such activities; (d) such person has ever been denied any permit affecting HITN
or such person's ability to conduct any activity conducted by HITN; or (e) such
person was found by a court of competent jurisdiction in a civil action or by a
government agency to have violated any securities laws.

                  Section 4.12 Disclosure. Neither this Agreement (including all
exhibits, annexes, schedules or attachments hereto) nor any certificate
furnished or made to Clearwire 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
HITN, omits to state a material fact necessary in order to make the statements
contained herein and therein not misleading.

                  Section 4.13 Knowledge. Any representation, warranty,
covenant, obligation, or part thereof that states that it is made to the best
knowledge of HITN 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 of HITN's executive
officers and legal counsel after commercially reasonable investigation.

                                   Article 5.

                   REPRESENTATIONS AND WARRANTIES OF CLEARWIRE

                  Clearwire hereby represents and warrants to HITN that:

                  Section 5.01 Organization and Good Standing. Clearwire is a
corporation duly formed, validly existing and in good standing under the laws of
the State of Delaware and has all requisite corporate power and authority to
own, lease and operate its properties and to carry on its business as now
conducted. Clearwire 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 and each other jurisdiction in which the conduct
of its business or the ownership of its properties requires such qualification
or authorization, except where the failure to be so qualified, authorized or in
good standing does not have and would not reasonably be expected to have a
Clearwire Material Adverse Effect.

                  Section 5.02 Authorization of Agreement. Clearwire has all
requisite corporate power and authority to execute and deliver this Agreement
and each other agreement, document, or instrument or certificate contemplated by
this Agreement or to be executed by Clearwire in connection with the
consummation of the Contemplated Transactions (the "Clearwire Option
Documents"), and to consummate the transactions contemplated hereby and thereby.
This Agreement have been and the Clearwire Option Documents will be when
delivered duly and validly executed and delivered by Clearwire and (assuming the
due authorization, execution and delivery by the other parties hereto and
thereto) this Agreement constitutes and the Clearwire Option Documents will
constitute when delivered the legal, valid and binding obligations of Clearwire,
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,


PAGE 11 - SPECTRUM OPTION AGREEMENT
<PAGE>



including principles of commercial reasonableness, good faith and fair dealing
(regardless of whether enforcement is sought in a proceeding at law or in
equity).

                  Section 5.03 Capitalization.

                  (a) As of the Effective Date, immediately prior to the
occurrence of the First Closing, and without giving effect to the transactions
contemplated by the Stock Purchase Agreement and Undertaking, (i) the authorized
capital stock of Clearwire consists of 175,000,000 shares of Class A Common
Stock, $0.0001 par value per share (the "Class A Common Stock"), 100,000,000
shares of Class B Common Stock, $0.0001 par value per share ("Class B Common
Stock"), and 5,000,000 shares of Preferred Stock, par value $0.0001 per share
("Preferred Stock"), (ii) there are 14,007,625 shares of Class A Common Stock,
41,459,840 shares of Class B Common Stock and no shares of Preferred Stock
issued and outstanding and (iii) zero shares of Class A Common Stock, Class B
Common Stock or Preferred Stock are held by Clearwire as treasury stock. All of
the issued and outstanding shares of Class B Common Stock were duly authorized
for issuance and are validly issued, fully paid and non-assessable.

                  (b) As of the Effective Date, there are options, warrants,
calls, rights, commitments or other agreements of any character to which
Clearwire is a party for the issuance of 5,525,000 shares of Class A Common
Stock and zero shares of Class B Common Stock, and there are no securities of
Clearwire outstanding which upon conversion or exchange would require, the
issuance, sale or transfer of any additional shares of Class A Common Stock or
other equity securities of Clearwire or other securities convertible into,
exchangeable for or evidencing the right to subscribe for or purchase shares of
Class A Common Stock or other equity securities of Clearwire. Pursuant to the
Agreement and Plan of Merger between Clearwire, NextNet Wireless, Inc. and NN
Acquisition Sub, Inc., Clearwire is obligated to issue up to 13,869,540 shares
of Class A Common Stock and 3,070,320 warrants to purchase shares of Class A
Common Stock upon the closing of the merger contemplated in such agreement,
which merger became effective on March 16, 2004. Except for the Stockholders
Agreement dated November 13, 2003 between HITN, Clearwire and Clearwire
Holdings, Inc. (the "Stockholders Agreement"), as amended and restated on March
16, 2004, and the Registration Rights Agreement dated November 13, 2003 between
HITN and Clearwire (the "Registration Rights Agreement"), as of the Effective
Date, Clearwire is not a party to any voting trust or other voting agreement
with respect to any of the shares of Class A Common Stock.

                  (c) The authorization, offer, issuance, sale and delivery of
the Exercise Equity Consideration pursuant to this Agreement has been duly
authorized by all requisite corporate action on the part of Clearwire, and the
Exercise Equity Consideration, when issued, sold and delivered in accordance
with this Agreement, will be validly issued and outstanding, fully paid and
nonassessable, free of any Liens and not subject to preemptive or similar rights
of the other shareholders of Clearwire or others (other than as set forth in the
Stockholders Agreement or Clearwire' Certificate of Incorporation, as amended).
The terms, designations, powers, preferences and relative participating,
optional and other special rights, and the qualifications, limitations and
restrictions, of the Class A Common Stock are as stated in the Clearwire'
Certificate of Incorporation, as amended.



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<PAGE>



                  Section 5.04 No Conflict.

                  (a) Except as set forth on Section 5.04 of the Clearwire
Schedule hereto, neither of the execution and delivery by Clearwire of this
Agreement and of the Clearwire Option Documents, nor the compliance by Clearwire
with any of the provisions hereof or thereof will (i) conflict with, or result
in the breach of, any provision of the Governing Documents of Clearwire, (ii)
conflict with, violate, result in the breach of, or constitute a default under
any note, bond, mortgage, indenture, license, agreement or other obligation to
which Clearwire is a party or by which Clearwire or any of its properties or
assets are bound or (iii) violate any statute, rule, regulation, order or decree
of any Government Agency by which Clearwire is bound, except, in the case of
clauses (ii) and (iii), for such violations, breaches or defaults as would not,
individually or in the aggregate, have a Clearwire Material Adverse Effect.

                  (b) 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 Clearwire in connection with the
execution and delivery of this Agreement or the Clearwire Option Documents or
the compliance by Clearwire with any of the provisions hereof or thereof.

                  Section 5.05 Litigation. Except as would not reasonably be
expected to have a materially adverse effect on the ability of Clearwire to
close hereunder or as set forth on Section 5.05 of the Clearwire Schedule, (a)
there is no Proceeding now in progress or pending or, to the knowledge of
Clearwire, threatened against Clearwire or the assets or the business of
Clearwire and (b) Clearwire is not subject to any order, writ, injunction or
decree of any court or other Government Agency.

                  Section 5.06 Brokers. Neither Clearwire nor any of its
directors, officers, employees or representatives has employed any broker or
finder in connection with the Contemplated Transactions.

                                   Article 6.

                                    COVENANTS

                  Section 6.01 Consents and Approvals. Clearwire and HITN will
use their respective commercially reasonable efforts to obtain, and each shall
cooperate with and assist the other in obtaining, all consents, waivers,
amendments, modifications, approvals, authorizations, permits and licenses which
are required to be obtained by such party to effectuate this Agreement.

                  Section 6.02 Notice of Breach. HITN shall promptly give
Clearwire written notice with particularity upon HITN or its directors,
officers, agents or employers having knowledge of any matter that is reasonably
likely to constitute a breach of any representation, warranty, agreement or
covenant by HITN contained in this Agreement.

                  Section 6.03 Access to Information. HITN shall afford
Clearwire and its representatives reasonable access to all of HITN's properties,
books, contracts, commitments and records, all other information concerning its
business and properties (subject to restrictions



PAGE 13 - SPECTRUM OPTION AGREEMENT
<PAGE>



imposed by applicable law) as Clearwire may reasonably request (including copies
of FCC Licenses, Pending Applications, interference coordination agreements and
consents, and all documents filed in any Proceeding pending at the FCC relating
thereto).

                  Section 6.04 Maintenance of FCC Qualifications. Except as such
qualifications may be affected by this Agreement or one or more IUAs entered
into pursuant to this Agreement, HITN hereby covenants and agrees that it shall
maintain all necessary qualifications to hold and to obtain renewal in the
ordinary course of any FCC License, as such qualifications may be amended or
modified from time to time (individually an "FCC Qualification" and collectively
referred to as the "FCC Qualifications"), and further covenants that it shall
not knowingly or negligently take any action, or fail to take any action, which
action or failure to act creates a material risk that HITN shall lose any FCC
Qualification; provided, that in the event that the FCC or any other legal
authority shall at any time specify new or different qualifications or
conditions for the maintenance of any FCC Qualification or shall issue a
pronouncement offering a new interpretation of an FCC Qualification, HITN shall
only be obligated to maintain such FCC Qualification in accordance with this
sentence so long as to do so would not have a material adverse effect on its
business or operations, taken as a whole; provided, further, that it shall not
be deemed a breach of this sentence if HITN loses an FCC Qualification as a
result, in whole or in part, of an act or omission of Clearwire or any failure
of Clearwire to perform its obligations under this Agreement, any IUA or Renewal
Agreement. If, at any time, HITN fails, or it appears to HITN more likely than
not that it will fail, to maintain any one or more of its FCC Qualifications
with respect to any of its FCC Licenses or its operations pursuant thereto, HITN
shall give written notice to Clearwire within five (5) days after HITN becomes
actually aware that (i) it no longer maintains such FCC Qualifications or (ii)
with the passage of time or upon the occurrence of a future event it will no
longer maintain such FCC Qualifications (referred to as a "Disqualification
Event"). HITN shall cooperate with reasonable requests of Clearwire made from
time to time for the purpose of verifying, at Clearwire' expense, that HITN
maintains its FCC Qualifications. If, once a FCC License has been issued
pursuant to a pending application, a Disqualification Event occurs, HITN shall,
at its expense, promptly undertake all reasonable actions to obtain, to the
extent permitted by applicable law, a waiver from the FCC regarding the
circumstances giving rise to such Disqualification Event or to cure the
circumstances giving rise to such Disqualification Event. If HITN does not
obtain a waiver from the FCC, or otherwise cure the circumstances giving rise
to, such Disqualification Event, HITN aggress to assist Clearwire, as reasonably
requested by Clearwire, in identifying one or more entities possessing such FCC
Qualifications, and to take such actions, as are reasonable and appropriate in
order to effectuate the transfer or assignment of any FCC License affected by
such Disqualification Event to one or more entities possessing all necessary FCC
Qualifications.

                  Section 6.05 Assignment of FCC Licenses. HITN shall not sell,
exchange, deliver ownership of, assign, encumber, or transfer, or permit the
sale, exchange, delivery, assignment, encumbrance, or transfer of, any Pending
Application or FCC License relating to any Market listed on Annex I except as
permitted in the IUA applicable to such FCC License.

                  Section 6.06 Legends. HITN hereby consents to the placement of
the following legends on all certificates representing capital stock of
Clearwire received by HITN pursuant to this Agreement:


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<PAGE>



                  THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES
                  ACT"), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES
                  HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR
                  SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN
                  EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
                  SECURITIES ACT, OR APPLICABLE STATE SECURITIES LAWS, OR AN
                  OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER'S
                  COUNSEL, THAT REGISTRATION IS NOT REQUIRED UNDER THE
                  SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS
                  SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.

                  THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY MAY NOT BE
                  SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER
                  DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF A WRITTEN
                  STOCKHOLDERS AGREEMENT AMONG CLEARWIRE CORPORATION AND THE
                  REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR INTEREST
                  TO THE SHARES). SUCH AGREEMENT CONTAINS CERTAIN RIGHTS AND
                  OBLIGATIONS REGARDING CORPORATE GOVERNANCE AND REGARDING THE
                  VOTING, SALE, ASSIGNMENT, TRANSFER, ENCUMBRANCE OR OTHER
                  DISPOSITION OF SUCH CORPORATION'S SHARES. THE CORPORATION WILL
                  UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE
                  HOLDER HEREOF WITHOUT CHARGE.

                  Section 6.07 Assistance in Obtaining FCC Licenses. Clearwire
shall cooperate with, and assist HITN in obtaining the grant of the FCC Licenses
pursuant to the Pending Applications as Clearwire determines reasonable. In
addition, Clearwire will reimburse up to One Hundred Thousand dollars ($100,000)
in the aggregate, for reasonable expenses actually incurred by HITN (net of any
credits, refunds or retainers previously paid by Clearwire to HITN or its
counsel for such expenses) after the Effective Date, for legal fees (including
FCC filing fees) incurred in HITN's efforts to obtain the FCC Licenses for the
Option Spectrum Rights or HITN's counsels' efforts to evaluate, prepare and
advise with respect to Pending Applications to the FCC filed by Licensee or to
renew any Pending Application; (collectively referred to as "Licensee's Legal
Expenses"). All other expenses in connection therewith (including, by way of
example, engineering consultant fees, travel and reasonable out of pocket
expenses) shall be reimbursed by Clearwire; 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 Clearwire prior to the time such
expense was incurred, which approval shall not be unreasonably withheld.


PAGE 15 - SPECTRUM OPTION AGREEMENT
<PAGE>



                                   Article 7.

                                   CONDITIONS

                  Section 7.01 Conditions to Each party's Obligations. The
respective obligations of each party to effect any and all of the Closings
hereunder shall be subject to the satisfaction on or prior to the applicable
Option Closing Date of the following conditions:

                  (a) No Injunctions or Restraints. No temporary restraining
order, preliminary or permanent injunction or other order issued by any court or
other Government Agency of competent jurisdiction preventing the consummation of
the Contemplated Transactions shall be pending or in effect; provided, however,
that prior to invoking this condition, each party hereto shall use all
commercially reasonable efforts to have any such injunction or other order
vacated.

                  (b) Statutes. No Law shall have been enacted, promulgated, or
otherwise issued by any Government Agency with authority to enforce such Law,
which would make consummation of the applicable Closing illegal.

                  Section 7.02 Conditions to the Obligations of Clearwire. The
obligations of Clearwire to effect any and all of the Option Closings hereunder
shall be subject to the satisfaction at or prior to the applicable Option
Closing Date of each of the following conditions, any of which may be waived,
solely in writing, and exclusively by Clearwire:

                  (a) Representations and Warranties. The representations and
warranties of HITN contained in Article 4 hereof (i) shall have been true and
correct when made and (ii) except to the extent that such representations and
warranties relate to a particular date, shall be true and correct as of each of
the applicable Closing Date as though made on that date.

                  (b) Covenants. HITN shall have performed and complied in all
material respects with all covenants and obligations under this Agreement
required to be performed and complied with by HITN as of such Closing.

                  (c) Closing Certificate of HITN. Clearwire shall have received
a certificate executed on behalf of HITN by a duly authorized officer of HITN
and dated as of the applicable Closing Date to the effect, as of the applicable
Closing, of Section 7.02(a) and Section 7.02(b) (unless otherwise waived in
accordance with the terms thereof).

                  (d) No HITN Material Adverse Effect. During the period from
the Effective Date to the applicable Option Closing Date, there shall not have
occurred any event which has had or is reasonably likely to have an HITN
Material Adverse Effect.

                  (e) Officer Certificates. Clearwire shall have received
copies, in each case certified as of the applicable closing date by an
authorized officer of HITN, of (i) the resolutions of the board of directors of
HITN authorizing the execution, delivery and performance of this Agreement and
the HITN Option Documents and (ii) the signature and incumbency of the officers
of HITN authorized to execute and deliver this Agreement and the HITN Option
Documents.


PAGE 16 - SPECTRUM OPTION AGREEMENT
<PAGE>



                  (f) No Liens on Option Spectrum Rights. With respect to each
Option Closing, Clearwire shall have received written documentation satisfactory
to Clearwire in all respects, reflecting the ownership of such Option Spectrum
rights by HITN, free and clear of all Liens; provided that the conditions set
forth in this Section 7.02(f) shall be determined on a Market by Market basis
such that the parties will proceed with entering into the IUAs that satisfy this
condition at the applicable Option Closing notwithstanding the status of other
Markets.

                  Section 7.03 Conditions to Obligations of HITN. The
obligations of HITN to consummate and effect any and all of the Closings
hereunder shall be subject to the satisfaction at or prior to the applicable
Closing Date of each of the following conditions, any of which may be waived,
solely in writing, and exclusively by HITN:

                  (a) Representation and Warranties. The representations and
warranties contained in Article 5 hereof (i) shall have been true and correct
when made and (ii) except for changes contemplated by this Agreement and except
to the extent that such representations and warranties relate to a particular
date, shall be true and correct as of the applicable Closing Date as though made
on that date.

                  (b) Covenants. Clearwire shall have performed and complied in
all material respects with all covenants and obligations under this Agreement
required to be performed and complied with by Clearwire as of the applicable
closing date.

                  (c) Closing Certificate of Clearwire. HITN shall have received
a certificate executed on behalf of Clearwire by its duly authorized
representative and dated as of the applicable closing date (i) to the effect, as
of such closing, of Section 7.03(a) and Section 7.03(b) (unless otherwise waived
in accordance with the terms thereof).

                                   Article 8.

                                 INDEMNIFICATION

                  Section 8.01 Indemnification.

                  (a) HITN shall indemnify Clearwire, its Affiliates, and each
of their respective stockholders (other than HITN), directors, officers,
employees, agents, successors and assigns (collectively, the "Clearwire
Indemnified parties") and hold each of the Clearwire Indemnified parties
harmless from and against any and all Damages based upon, attributable to or
resulting from:

                           (i) The failure of any representation or warranty of
HITN set forth in Article 4 hereof, or any representation or warranty contained
in any certificate delivered by or on behalf of HITN pursuant to this Agreement,
to be true and correct as of the dates made; and

                           (ii) The breach of any covenant or other agreement on
the part of HITN under this Agreement.

For purposes of Section 8.01(a)(i), the amount of Damages in respect of any
breach of a representation or warranty shall be determined without regard to any
limitation or qualification


PAGE 17 - SPECTRUM OPTION AGREEMENT
<PAGE>



as to materiality, HITN Material Adverse Effect, knowledge or similar language
set forth in such representation or warranty.

                  (b) Clearwire shall indemnify HITN, its Affiliates, and each
of their respective, agents, successors and assigns (collectively, the "HITN
Indemnified parties") and hold each of the HITN Indemnified parties harmless
from and against any and all Damages based upon, attributable to or resulting
from:

                           (i) The failure of any representation or warranty of
Clearwire set forth in Article 5 hereof, or any representation or warranty
contained in any certificate delivered by or on behalf of Clearwire pursuant to
this Agreement, to be true and correct as of the dates made; and

                           (ii) The breach of any covenant or other agreement on
the part of Clearwire under this Agreement.

For purposes of Section 8.01(b)(i), the amount of Damages in respect of any
breach of a representation or warranty shall be determined without regard to any
limitation or qualification as to materiality, Clearwire Material Adverse
Effect, knowledge or similar language set forth in such representation or
warranty.

                  Section 8.02 Limitations on Indemnification for Breaches of
Representations and Warranties. An indemnifying party shall not have any
liability under Section 8.01(a)(i) or Section 8.01(b)(i) hereof unless the
aggregate amount of Damages to the indemnified parties finally determined to
arise thereunder based upon, attributable to or resulting from the failure of
any representation or warranty to be true and correct, exceeds $10,000 (the
"Deductible") and, in such event, the indemnifying party shall be required to
pay the amount of such Damages including those used to compute the Deductible.

                  Section 8.03 Indemnification Procedures.

                  (a) In the event that any claim shall be asserted by any
Person in respect of which payment may be sought under Section 8.01 hereof
(regardless of the Deductible referred to above) (each, a "Claim"), the
indemnified party shall reasonably and promptly cause written notice of the
assertion of any Claim of which it has knowledge which is covered by this
indemnity to be forwarded to the indemnifying party. The indemnifying party
shall have the right, at its sole option and expense, to be represented by
counsel of its choice, which must be reasonably satisfactory to the indemnified
party, and to defend against, negotiate, settle or otherwise deal with any Claim
which relates to any Damages indemnified against hereunder. If the indemnifying
party elects to defend against, negotiate, settle or otherwise deal with any
Claim which relates to any Damages indemnified against hereunder, it shall
within five (5) days (or sooner, if the nature of the Claim so requires) notify
the indemnified party of its intent to do so. If the indemnifying party elects
not to defend against, negotiate, settle or otherwise deal with any Claim which
relates to any Damages indemnified against hereunder, fails to notify the
indemnified party of its election as herein provided or contests its obligation
to indemnify the indemnified party for such Damages under this Agreement, the
indemnified party may defend against, negotiate, settle or otherwise deal with
such Claim. If the indemnified party defends any


PAGE 18 - SPECTRUM OPTION AGREEMENT
<PAGE>



Claim, then the indemnifying party shall reimburse the indemnified party for the
expenses of defending such Claim upon submission of periodic bills. If the
indemnifying party shall assume the defense of any Claim, the indemnified party
may participate, at his or its own expense, in the defense of such Claim;
provided, however, that such indemnified party shall be entitled to participate
in any such defense with separate counsel at the expense of the indemnifying
party if, so requested by the indemnifying party to participate or (ii) in the
reasonable opinion of counsel to the indemnified party, a conflict or potential
conflict exists between the indemnified party and the indemnifying party that
would make such separate representation advisable; and provided, further, that
the indemnifying party shall not be required to pay for more than one such
counsel for all indemnified parties in connection with any Claim. The parties
hereto agree to cooperate fully with each other in connection with the defense,
negotiation, or settlement of any such Claim.

                  (b) After any final deductible judgment or award shall have
been rendered by a court, arbitration board or administrative agency of
competent jurisdiction and the expiration of the time in which to appeal
therefrom, or a settlement shall have been consummated, or the indemnified party
and the indemnifying party shall have arrived at a mutually binding agreement
with respect to a Claim hereunder, the indemnified party shall forward to the
indemnifying party notice of any sums due and owing by the indemnifying party
pursuant to this Agreement with respect to such matter.

                  (c) The failure of the indemnified party to give reasonably
prompt notice of any Claim shall not release, waive or otherwise affect the
indemnifying party's obligations with respect thereto except to the extent that
the indemnifying party can demonstrate actual loss and prejudice as a result of
such failure.

                  Section 8.04 Treatment for Tax Purposes. All payments by
Clearwire under this Article 8 shall be treated as an adjustment to the
consideration paid hereunder for all foreign, federal, state, and local income
tax purposes.

                                   Article 9.

                                   TERMINATION

                  Section 9.01 Expiration; Termination. This Agreement shall
expire on the last day of the last term under the last IUA executed pursuant to
this Agreement. Termination of this Agreement pursuant to this Section 9.01
shall terminate all rights and obligations of the parties hereunder and this
Agreement shall become void and have no force or effect. Notwithstanding the
foregoing, this Section 9.01 and Section 10.08 shall remain in effect, and no
party shall be relieved from any liability for any breach of any of its
covenants or agreements in this Agreement prior to such termination.


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<PAGE>



                                   Article 10.

                               GENERAL PROVISIONS

                  Section 10.01 Payment of Sales, Use or Similar Taxes.
Clearwire shall be liable for and shall pay (and shall indemnify and hold
harmless the HITN Indemnified parties against) all sales, use, stamp,
documentary, filing, recording, transfer, real estate transfer, registration,
duty or similar fees or taxes or governmental charges (together with any
interest or penalty, addition to tax or additional amount imposed) as levied by
any Taxing Authority in connection with the Contemplated Transactions.

                  Section 10.02 Survival of Representations and Warranties. The
parties hereto hereby agree that the representations and warranties contained in
this Agreement or in any certificate, document or instrument delivered in
connection herewith, shall survive each of the Closings hereunder for a period
of three (3) years from the each Option Closing Date regardless of any
investigation made by the parties hereto. All agreements and covenants contained
herein shall survive indefinitely until, by their respective terms, they are no
longer operative.

                  Section 10.03 Expenses. Except as set forth in Section 6.7 or
as otherwise provided in this Agreement, HITN and Clearwire shall each bear its
own expenses incurred in connection with the negotiation and execution of this
Agreement and each other agreement, document and instrument contemplated by this
Agreement and the consummation of the transactions contemplated hereby and
thereby.

                  Section 10.04 Entire Agreement; Amendments and Waivers. This
Agreement (including the annexes, schedules and exhibits hereto) represents the
entire understanding and agreement between the parties hereto with respect to
the subject matter hereof and can be amended, supplemented or changed, and any
provision hereof can be waived, only by written instrument making specific
reference to this Agreement signed by the party against whom enforcement of any
such amendment, supplement, modification or waiver is sought. No action taken
pursuant to this Agreement, including without limitation, any investigation by
or on behalf of any party, shall be deemed to constitute a waiver by the party
taking such action of compliance with any representation, warranty, covenant, or
agreement contained herein. The waiver by any party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a further or
continuing waiver of such breach or as a waiver of any other or subsequent
breach. No failure on the part of any party to exercise, and no delay in
exercising, any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of such right, power, or
remedy by such party preclude any other or further exercise thereof or the
exercise of any other right, power, or remedy. All remedies hereunder are
cumulative and are not exclusive of any other remedies provided by law.

                  Section 10.05 Governing Law. The validity, meaning and effect
of this Agreement shall be determined in accordance with the laws of the State
of New York applicable to contracts made and to be performed in that state,
regardless of the laws that might otherwise govern under applicable principles
of conflicts of laws thereof.


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<PAGE>



                  Section 10.06 Table of Contents and Headings. The table of
contents and section headings of this Agreement are for reference purposes only
and are to be given no effect in the construction or interpretation of this
Agreement.

                  Section 10.07 Notices. All notices and other communications
under this Agreement shall be in writing and shall be deemed given when
delivered personally or mailed by certified mail, return receipt requested, to
the parties (and shall also be transmitted by facsimile to the Persons receiving
copies thereof) at the following addresses (or to such other address as a party
may have specified by notice given to the other party pursuant to this
provision):

                  If to Clearwire, to:      Clearwire Corporation
                                            2300 Carillon Point
                                            Kirkland, WA 98033-7353
                                            Attention: R. Gerard Salemme
                                            Facsimile No.: (425) 828-8061

                  With a copy to:           Davis Wright Tremaine LLP
                                            2600 Century Square
                                            1501 Fourth Avenue
                                            Seattle, WA 98101
                                            Attention: Benjamin G. Wolff
                                            Facsimile No.: (206) 628-7699

                  If to HITN, to:           Hispanic Information and
                                            Telecommunications Network, Inc.
                                            449 Broadway, Third Floor
                                            New York, New York 10013
                                            Attention:  Jose Luis Rodriguez
                                            Facsimile No.: (212) 966-5725

                  With a copy to:           Day, Berry & Howard
                                            One Canterbury Green
                                            Stamford, CT 06901-2047
                                            Attention: Sabino Rodriguez
                                            Facsimile No.: (203) 977-7331

                  With a copy to:           RJGLaw LLC
                                            8401 Ramsey Avenue
                                            Silver Spring, MD 20910
                                            Attention: Rudolph J. Geist
                                            Facsimile No.: (301) 589-2644

                  Section 10.08 Publicity. No public release, announcement or
other form of publicity concerning this Agreement or the Documents, shall be
issued by either party without the prior consent of the other party, except as
such release or announcement may be required by law, regulation or the rules or
regulations of any securities exchange, in which case the party required to make
the release or announcement shall, to the extent possible, allow the other party


PAGE 21 - SPECTRUM OPTION AGREEMENT
<PAGE>



reasonable time to comment on such release or announcement in advance of such
issuance. The parties shall use reasonable efforts to consult in good faith with
each other with a view to agreeing upon any press release or public announcement
relating to the transactions contemplated hereby prior to the consummation
thereof.

                  Section 10.09 Severability. If any provision of this Agreement
is invalid or unenforceable, the balance of this Agreement shall remain in
effect.

                  Section 10.10 Binding Effect; Assignment. This Agreement shall
be binding upon and inure to the benefit of the parties and their respective
successors and permitted assigns. Nothing in this Agreement shall create or be
deemed to create any third party beneficiary rights in any person or entity not
a party to this Agreement except as provided below. No assignment of this
Agreement or of any rights or obligations hereunder may be made by either HITN
or Clearwire (by operation of law or otherwise) without the prior written
consent of the other parties hereto (which consent will not be unreasonably
withheld) and any attempted assignment without the required consents shall be
void.

                  Section 10.11 Remedies. The parties recognize that, in the
event that a party should refuse to perform any provisions of this Agreement,
monetary damages alone will not be adequate. The non-defaulting party shall
therefore be entitled, in addition to any other remedies which may be available,
including money damages, to obtain specific performance of the terms of this
Agreement. Notwithstanding any other provision herein, no remedy conferred by
any of the specific provisions of this Agreement is intended to be exclusive of
any other remedy, and each and every remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing at
law or in equity or by statute or otherwise. The election of any one or more
remedies by a party shall not constitute a waiver of the right to pursue other
available remedies at any time.

                  Section 10.12 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"), the baseball decision rules ("Baseball
Arbitration") set forth in Section 10.12(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
Section 10.12(c).

                  (b) Any such Dispute 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 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


PAGE 22 - SPECTRUM OPTION AGREEMENT
<PAGE>



proposal may be amended after it is submitted to the Arbitrator. The Arbitrator
shall compare the proposals. 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 Section 10.12(b).

                  (c) Any such Breach Dispute 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 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 the
location of the arbitration shall be 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 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 Section.

                  (e) Should an Arbitrator refuse or be unable to proceed with
arbitration proceedings as called for by this Section, 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 Section 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 is authorized to issue


PAGE 23 - SPECTRUM OPTION AGREEMENT
<PAGE>



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 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, neither party
shall have any obligation to arbitrate claims for injunctive relief, specific
performance, or other equitable relief or for the use or unauthorized disclosure
of confidential information, as to which either party shall be entitled to seek
and obtain relief from a court of competent jurisdiction.

                  Section 10.13 Counterparts. This Agreement may be executed in
one or more counterparts, each of which will be deemed to be an original copy of
this Agreement and all of which, when taken together, will be deemed to
constitute one and the same agreement.

            [THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK.]


PAGE 24 - SPECTRUM OPTION AGREEMENT
<PAGE>



                  Each party has caused this Spectrum Option Agreement to be
duly executed by its duly authorized officer or representative on the date first
above written.


                                      CLEARWIRE CORPORATION



                                      By: /s/ R. Gerard Salemme
                                         ---------------------------------------
                                         Name: R. Gerard Salemme
                                         Title: Vice President



                                      HISPANIC INFORMATION AND
                                      TELECOMMUNICATIONS NETWORK, INC.



                                      By: /s/ Jose Luis Rodriguez
                                         ---------------------------------------

                                      Name: Jose Luis Rodriguez
                                           -------------------------------------

                                      Title: President
                                            ------------------------------------


PAGE 25 - SPECTRUM OPTION AGREEMENT
<PAGE>



                                    EXHIBIT A

                         DEFINITIONS AND INTERPRETATIONS

                  (a) The following terms have the following meanings throughout
this Master Spectrum Acquisition Agreement:

                  "50% Grant" has the meaning set forth in Section 1.02.

                  "AAA" has the meaning set forth in Section 10.12.

                  "Affiliate" means, with respect to any Person, any other
Person that directly, or through one or more intermediaries, controls or is
controlled by or is under common control with such first Person. As used in this
definition, "control" (including, with correlative meanings, "controlled by" and
"under common control with") shall mean possession, directly or indirectly, of
power to direct or cause the direction of management or policies (whether
through ownership of securities or partnership or other ownership interests, by
contract or otherwise).

                  "Agreement" means this Spectrum Option Agreement (including
the annexes, schedules, and exhibits hereto, all of which are incorporated
herein by this reference), as it may be amended under Section 10.04 hereof.

                  "Arbitrator" has the meaning set forth in Section 10.12.

                  "Baseball Arbitration" has the meaning set forth in Section
10.12.

                  "Cash Consideration" has the meaning set forth in Section
1.02.

                  "Channels" has the meaning set forth in the first Recital of
this Agreement.

                  "Class A Common Stock" has the meaning set forth in Section
5.03(a).

                  "Class B Common Stock" has the meaning set forth in Section
5.03(a).

                  "Claim" has the meaning set forth in Section 8.03.

                  "Closings" means each Option Closing.

                  "Closing Dates" means each Option Closing Date.

                  "Commercial Spectrum Capacity" has the meaning set forth in
the second Recital of this Agreement.

                  "Communications Act" has the meaning set forth in the second
Recital of this Agreement.

                  "Contracts" means all oral and written contracts, agreements,
instruments, commitments, understandings, and binding arrangements, including
leases of real and personal


PAGE 1 - EXHIBIT A
<PAGE>



property, licenses, purchase orders, sales orders, distribution agreements, and
partnership or joint venture agreements.

                  "CPOPs" has the meaning set forth in the first Recital of this
Agreement.

                  "Current Clearwire Stock Price" means the per share price of
Class A Common Stock determined by the Board of Directors of Clearwire from time
to time; provided, however, that if Clearwire has engaged in an equity funding
round in excess of Two Million Dollars ($2,000,000) within 120 days of the time
when the Current Clearwire Stock Price is to apply, then the Current Clearwire
Stock Price at such time shall be the per share price of capital stock of
Clearwire, determined on an as-converted basis to Class A Common Stock, paid in
the most recent funding round of Clearwire that meets such criteria.

                  "Damages" means any and all losses, claims, demands,
liabilities, obligations, actions, suits, orders, statutory or regulatory
compliance requirements, or proceedings asserted by any Person, and all damages,
costs, expenses, assessments, judgments, recoveries and deficiencies, including
interest, penalties, investigatory expenses, consultants' fees, and reasonable
attorneys' fees and costs, of every kind and description, contingent or
otherwise.

                  "Deductible" has the meaning set forth in Section 8.02.

                  "Dispute" has the meaning set forth in Section 10.12.

                  "Disqualification Event" has the meaning set forth in Section
6.04.

                  "EBITDA Notice" has the meaning set forth in Section 2.04.

                  "Effective Date" has the meaning set forth in the introductory
paragraph to this Agreement.

                  "Election Notice" has the meaning set forth in Section 1.04.

                  "Environmental Laws" has the meaning set forth in Section
4.08.

                  "Equity Consideration" has the meaning set forth in Section
1.02.

                  "Exercise Cash Consideration" has the meaning set forth in
Section 2.01(a).

                  "Exercise Consideration" has the meaning set forth in Section
2.01.

                  "Exercise Equity Consideration" has the meaning set forth in
Section 2.01(b).

                  "Existing ROFR" has the meaning set forth in Section 4.04.

                  "Expiration Time" has the meaning set forth in Section 1.05.

                  "FAA" has the meaning set forth in Section 4.05.

                  "FCC" has the meaning set forth in the first Recital of this
Agreement.



PAGE 2
<PAGE>



                  "FCC Action" has the meaning set forth in Section 1.02.

                  "FCC Licenses" has the meaning set forth in the first Recital
of this Agreement.

                  "FCC Qualification" has the meaning set forth in Section 6.04.

                  "FCC Reports" means those reports, filings, notices and
regulatory fees required to be filed annually or periodically with the FCC by
licensees, permittees, conditional licensees and operators, including reports
and fees required by Sections 21.11(a), 21.911, 21.307(d) and 21.920 of the FCC
Rules, as such reports, filings, notices, regulatory fees and similar filing and
payment requirements may be added or amended.

                  "Clearwire" has the meaning set forth in the introductory
paragraph to this Agreement.

                  "Clearwire Option Documents" has the meaning set forth in
Section 5.02.

                  "Clearwire Indemnified Parties" has the meaning set forth in
Section 8.01.

                  "Clearwire Schedule" has the meaning set forth in Section
5.04.

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

                  "Future ITFS Licenses" has the meaning set forth in Section
6.08.

                  "Governing Documents" means articles of incorporation,
certificate of incorporation, bylaws, certificate of formation, limited
liability company agreement, or similar governing documents of an entity.

                  "Government Agency" means any Federal, state or local
government or any foreign, national, provincial, or local government, or any
governmental, regulatory, legislative, executive, or administrative authority,
agency or commission, or any court, tribunal, or judicial body.

                  "Government Order" means any order, writ, judgment,
injunction, decree, stipulation, determination, or award entered by or with any
Government Agency.

                  "Gross Operating Margin" has the meaning set forth in Section
2.04.

                  "HITN" has the meaning set forth in the introductory paragraph
of this Agreement.

                  "HITN Option Documents" has the meaning set forth in Section
4.02.

                  "HITN Indemnified parties" has the meaning set forth in
Section 8.01.



PAGE 3
<PAGE>



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

                  "HITN Schedule" has the meaning set forth in Section 4.03.

                  "Households" has the meaning set forth in the first Recital of
this Agreement.

                  "ITFS" has the meaning set forth in the first Recital of this
Agreement.

                  "IUA" has the meaning set forth in Section 1.01.

                  "Law" means the common law and any federal, provincial, state,
local, or foreign statute, law, ordinance, code, rule, regulation, or other
requirement or rule of law.

                  "Lien" means any lien, pledge, mortgage, deed of trust,
security interest, claim, lease, charge, option, right of first refusal,
easement, servitude, transfer restriction, encumbrance or any other restriction
or limitation whatsoever.

                  "Market" has the meaning set forth in the first Recital of
this Agreement.

                  "Option" has the meaning set forth in Section 1.01.

                  "Option Consideration" has the meaning set forth in Section
1.02.

                  "Option Exercise Period" has the meaning set forth in Section
1.01.

                  "Option Notice" has the meaning set forth in Section 1.02.

                  "Option Spectrum Rights" has the meaning set forth in the
third Recital of this Agreement.

                  "Outstanding Licenses" has the meaning set forth in 1.04.

                  "Pending Applications" means the applications pending with the
FCC for new FCC Licenses for ITFS, assignments or transfers of FCC Licenses for
ITFS, modifications of FCC Licenses for ITFS, extensions of time to construct
PSA stations and renewals of FCC Licenses for ITFS filed by HITN as set forth on
Annex I.

                  "Person," whether or not such term is capitalized, means any
individual, partnership, firm, corporation, limited liability company,
association, trust, unincorporated organization, or other entity.

                  "Positive EBITDA" has the meaning set forth under Section
2.04.

                  "Positive EBITDA Financial Statements" has the meaning set
forth in Section 2.04.

                  "Preferred Stock" has the meaning set forth in Section 5.03.



PAGE 4
<PAGE>



                  "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.

                  "Registration Rights Agreement" has the meaning set forth in
Section 5.03(b).

                  "Renewal Agreement" means a renewal or extension of an IUA on
the same terms as provided in Exhibit B hereto or a new agreement entered into
between Clearwire and HITN pursuant to the right of first refusal in Section
1.09.

                  "ROFR Offer" has the meaning set forth in Section 1.08.

                  "ROFR Offer Notice" has the meaning set forth in Section 1.08.

                  "ROFR Period" has the meaning set forth in Section 1.08.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Stockholders Agreement" has the meaning set forth in Section
5.03(b).

                  "Subsidiaries" has the meaning set forth in Section 5.04.

                  "Submission Period" has the meaning set forth in Section
10.12.

                  "Tax" means (a) any Federal, state, local or foreign taxes,
assessments and other governmental charges, duties, impositions and liabilities,
including taxes based upon or measured by gross receipts, income, profits,
sales, use and occupation, and value added, ad valorem, transfer, franchise,
withholding, payroll, employment, recapture, excise and property taxes, together
with all interest, penalties and additions imposed with respect to such amounts,
and (b) any liability for the payment of any amounts of the type described in
clauses (a) as a result of any express or implied obligation to indemnify any
other Person.

                  "Tax Authority" means any Government Agency having
jurisdiction over the assessment, determination, collection, or other imposition
of Tax.

                  "Tax Return" means any report, return, document, declaration
or other information or filing required to be supplied to any Tax Authority with
respect to Taxes, including information returns, any documents with respect to
or accompanying payments of estimated Taxes, or with respect to or accompanying
requests for the extension of time in which to file any such report, return,
document, declaration or other information.

                  "Tier 1 FCC Licenses" means the FCC Licenses for the ***.


PAGE 5
<PAGE>



                  "Tier 2 FCC Licenses" means the FCC Licenses for the ***.

                  "Tower Leases" means Contracts relating to the use by HITN
transmission towers or other transmission equipment (and the embedded software
and intellectual property rights incorporated therein) on the any real property
used or occupied by HITN on which transmission towers used by HITN are located.

                  "Warrant Agreement" means the Warrant Agreement, dated as of
November 13, 2003, between Clearwire and ITFS Spectrum Advisors, LLC.

                  (b) Other Definitional and Interpretive Matters. Unless
otherwise expressly provided, for purposes of the Agreement, the following rules
of interpretation shall apply:

                           (1) Calculation of Time Period. When calculating the
         period of time before which, within which or following which any act is
         to be done or step taken pursuant to this Agreement, the date that is
         the reference date in calculating such period shall be excluded. If the
         last day of such period is a non-Business Day, the period in question
         shall end on the next succeeding Business Day.

                           (2) Dollars. Any reference in this Agreement to $
         shall mean U.S. dollars.


                           (3) Exhibits/Schedules. The Annexes, Exhibits, and
         Schedules to this Agreement are hereby incorporated and made a part
         hereof and are an integral part of this Agreement. Any capitalized
         terms used in any Annex, Exhibit, or Schedule but not otherwise defined
         therein shall be defined as set forth in this Agreement.

                           (4) Gender and Number. Any reference in this
         Agreement to gender shall include all genders, and words imparting the
         singular number only shall include the plural and vice versa.

                           (5) Headings. The provision of a Table of Contents,
         the division of this Agreement into Articles, Sections and other
         subdivisions and the insertion of headings are for convenience of
         reference only and shall not affect or be utilized in construing or
         interpreting this Agreement. All references in this Agreement to any
         "Section" are to the corresponding Section of this Agreement unless
         otherwise specified.

                           (6) Herein. The words such as "herein,"
         "hereinafter," "hereof," and "hereunder" refer to this Agreement as a
         whole and not merely to a subdivision in which such words appear unless
         the context otherwise requires.

                           (7) Including. The word "including" or any variation
         thereof means "including, without limitation" and shall not be
         construed to limit any general statement that it follows to the
         specific or similar items or matters immediately following it.

                  (c) The parties hereto have participated jointly in the
negotiation and drafting of this Agreement and, in the event an ambiguity or
question of intent or interpretation arises,




PAGE 6
<PAGE>



this Agreement shall be construed as jointly drafted by the parties hereto and
no presumption or burden of proof shall arise favoring or disfavoring any party
by virtue of the authorship of any provision of this Agreement.




PAGE 7
<PAGE>


                                    EXHIBIT B

                                   FORM OF IUA




PAGE 8
<PAGE>
                                     ANNEX I


PART 1 -- TIER 1 LICENSES

<TABLE>
<CAPTION>
                              OPTION
MARKET   CHANNEL POPS      CONSIDERATION
------   ------------      -------------
<S>      <C>               <C>

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</TABLE>



PAGE 9
<PAGE>



PART 2 -- TIER 2 LICENSES

<TABLE>
<S>              <C>       <C>
***              ***       $         ***
***              ***       $         ***
***              ***       $         ***
***              ***       $         ***
                 ***       $         ***
</TABLE>



PAGE 10
<PAGE>
                     ITFS CAPACITY USE AND ROYALTY AGREEMENT

         THIS ITFS CAPACITY USE AND ROYALTY AGREEMENT (this "Agreement") is made
this ______ day of ____________, 200__ by and between (i) HISPANIC INFORMATION
AND TELECOMMUNICATIONS NETWORK, INC., a New York not-for-profit corporation
("Licensee") and (ii) FIXED WIRELESS 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."

                                    RECITALS:

         WHEREAS, the Federal Communications Commission (including any successor
to its functions and powers, "FCC") allows Instructional Television Fixed
Service (including any name then used by the FCC for such radio service after
the date of the Option Spectrum Agreement, "ITFS") 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 ITFS
channels listed on Exhibit A (each such channel, is referred to individually as
an "ITFS Channel," and collectively as the "ITFS Channels") in the metropolitan
area where the ITFS 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 ITFS Channels for these
purposes;

         WHEREAS, Operator may enter into capacity use agreements with other
ITFS and/or Multipoint Distribution Service (including any name then used by the
FCC for such radio service after the date of the Option Spectrum Agreement,
"MDS") licensees and applicants in the Market Area, may be the licensee of MDS
and ITFS 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 ITFS, MDS 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;




                                       1
<PAGE>

         WHEREAS, the excess transmission capacity of the ITFS Channels is
available for commercial and/or secondary purposes, consistent with the
Communications Act of 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 Instructional Television Fixed
Service 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
on the fifteenth (15th) anniversary of that date ("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 ITFS licenses, then, then
upon the expiration of the Initial Term, if Operator is not then in default
under this Agreement, this Agreement will automatically renew for three
additional terms of five (5) years each (during the Initial Term or any Renewal
Term), not to exceed a maximum term of thirty (30) years (a "Renewal Term");
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 ITFS Channels in accordance
                                   with the Licenses,





                                       2
<PAGE>

                                    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 ITFS 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 ITFS 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 ITFS 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





                                       3
<PAGE>



                                             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
                                             ITFS 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 ITFS
                                             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 then being utilized by
                                             Operator to provide transition
                                             services.




                                       4
<PAGE>

                                    (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
                                             ITFS 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).



                                       5
<PAGE>

                                    (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 ITFS 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.



                                       6
<PAGE>

                           (iii)    Distribution of Capacity Prior to Start
                                    Date. The full capacity of the ITFS
                                    Channels, including all associated response
                                    channels (if any), shall 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 ITFS
                                    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 ITFS Channel as equals the
                                    product of the number of ITFS 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 ITFS 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 ITFS
                                    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 ITFS
                                    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 ITFS
                                    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.



                                       7
<PAGE>

         B)       OPERATOR'S DIGITAL NETWORK.

                  (i)      Subject to SUBPARAGRAPHS 3(b)(i) AND (ii), Operator
                           will use reasonable efforts to prepare 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 ITFS
                           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 ITFS 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 ITFS Channels
                  ("Operator's Capacity"), other than such





                                       8
<PAGE>

                  capacity on the ITFS 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
                           ITFS 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





                                       9
<PAGE>

                           and framing). "ITFS 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 ITFS Throughput Rate" shall mean
                           the total of the ITFS Engineered Throughput Rates of
                           all Transmission Equipment as installed in the Market
                           Area. An example of the calculation of Total ITFS
                           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.




                                       10
<PAGE>

                  (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,




                                       11
<PAGE>

                                             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 ITFS 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,
                           eighty-five percent (85%) 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, seventy percent (70%) 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,
                           eighty percent (80%) 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, ninety percent (90%) 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, eighty-five percent
                           (85%) 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 ITFS Channels, including any Transmission Equipment or
                  unlicensed spectrum, MDS channel and ITFS 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 ITFS
                  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 ITFS
                  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.

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

                  (i)      The current primary transmission site(s) of
                           Licensee's ITFS 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 ITFS 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 ITFS
                           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 ITFS Channel in the
                           System then-authorized to Licensee (the "High Power
                           Booster Station Equipment"). When, during the
                           Operational Period, any of the ITFS 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 ITFS
                           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.




                                       25
<PAGE>

                  (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 ITFS 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 ITFS Channel at any hub
                           receive site ("Hub Receive Site").

                  (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 ITFS Channel to the extent necessary to transmit
                           or receive such ITFS 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




                                       26
<PAGE>

                           transmission and/or reception equipment operating on
                           the ITFS 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 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.

         B)       STATION MODIFICATIONS.

                  (i)      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 ITFS Channel(s) or that additional FCC
                           authorizations are necessary or convenient for the
                           use of the ITFS Channel(s). Examples of such
                           modifications and/or authorizations include, but are
                           not limited to, changing the authorized digital
                           emission(s) of the ITFS 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






                                       27
<PAGE>

                           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 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.

                  (ii)     Operator, at its expense, shall construct the
                           facilities used to operate or receive the ITFS
                           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.

                  (iii)    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 ITFS 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





                                       28
<PAGE>

                           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 ITFS Channels and the protection of the
                           reception of the ITFS 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 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 ITFS 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.

         C)       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 ITFS 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 ITFS 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 ITFS Channels. Operator shall, pursuant to PARAGRAPH 5,
                  reimburse Licensee's Expenses for the preparation, filing and
                  prosecution of each such application or filing.

         D)       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





                                       29
<PAGE>

                  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.

         E)       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.

         F)       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 ITFS 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 $0.09 per CPOP, calculated on a net present value
                  basis, as a thirty (30) year annuity discounted at ten percent
                  (10%) and growing at a three percent (3%) annual growth rate
                  split into twelve (12) 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





                                       30
<PAGE>

                           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 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





                                       31
<PAGE>

                           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 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., 449 Broadway, 3rd Floor, New
                  York, NY 10013, 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






                                       32
<PAGE>

                  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 modify
                  its authorization(s) for the ITFS 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);




                                       33
<PAGE>

                  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.

         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 ITFS
                  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 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





                                       34
<PAGE>

                  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 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 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 this Agreement may be required to
                  be filed with the FCC and that the FCC may, by formal or
                  informal action (including oral requests of FCC staff),
                  request Licensee to change or eliminate one or more provisions
                  in this Agreement, or add one or more provisions to this
                  Agreement. In that event, the Parties shall cooperate, at
                  Operator's expense, to defend the provisions of this Agreement
                  to the extent feasible





                                       35
<PAGE>

                  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 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 ITFS 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 ITFS and MDS 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 ITFS 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 ITFS Channel upon the expiration, without FCC renewal,
                  of any License necessary to operate on such ITFS Channel, or
                  the revocation of any License necessary to operate on such
                  ITFS Channel; provided, however, this Agreement shall not
                  terminate as to such ITFS 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 ITFS 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






                                       36
<PAGE>

                  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 ITFS Channel
                  for a one hundred eighty (180) day period, or such longer
                  period as 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 ITFS 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
                  ITFS 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 ITFS 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





                                       37
<PAGE>

         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").

         A)       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.

         B)       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.

         C)       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





                                       38
<PAGE>

                  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

         D)       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.

         E)       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 ITFS
                  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 ITFS 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.





                                       39
<PAGE>

         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-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.





                                       40
<PAGE>

                  (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 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





                                       41
<PAGE>

                  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 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






                                       42
<PAGE>

                  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.

         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





                                       43
<PAGE>

                           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 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 ITFS
                           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





                                       44
<PAGE>

                           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 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.




                                       45
<PAGE>

         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.

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 ITFS 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 ITFS 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, 2006 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





                                       46
<PAGE>

         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.

         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





                                       47
<PAGE>

                  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 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





                                       48
<PAGE>

                  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 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.




                                       49
<PAGE>

         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 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.




                                       50
<PAGE>

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
                  ITFS 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; 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




                                       51
<PAGE>

                  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:

                  (i)      if, to Operator, to:

                                    Fixed Wireless Holdings, LLC
                                    2000 Pennsylvania Avenue NW
                                    Suite 4400
                                    Washington, DC 20006
                                    Attention:  R. Gerard Salemme

                           with a copy to:

                                    Davis Wright Tremaine LLP
                                    2600 Century Square
                                    1501 Fourth Avenue
                                    Seattle, Washington  98101-1688
                                    Attention: Benjamin G. Wolff, Esquire

                  (ii)     if to Licensee:

                                    Hispanic Information and Telecommunications
                                         Network, Inc.
                                    449 Broadway, Third Floor
                                    New York, New York  10013
                                    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






                                       52
<PAGE>

                                    and

                                    RJGLaw LLC
                                    8401 Ramsey Avenue
                                    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.

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





                                       53
<PAGE>

         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.

         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.



                                       54
<PAGE>

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 ITFS 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 ITFS Channels and
         response station equipment operating on any ITFS 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 ITFS Channels.
         Operator shall at all times provide Licensee with the capability of
         deactivating any and all response stations operating on the ITFS
         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

FIXED WIRELESS HOLDINGS, LLC             HISPANIC INFORMATION AND
                                         TELECOMMUNICATIONS
                                         NETWORK, INC.

By:                                      By:
   --------------------------------         ----------------------------
R. Gerard Salemme, Vice President        Jose Luis Rodriguez, President


  [Signature Page to IUA for the ________________, _____________ Market Area]



                                       55
<PAGE>


INCLUDED EXHIBITS AND SCHEDULE LIST:

A        ITFS 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)




                                       56
<PAGE>


                                    EXHIBIT A

                   ITFS LICENSE, CHANNELS, METROPOLITAN AREA,

                           PRIMARY TRANSMISSION SITE,

                    LOCATION OF LICENSEE'S ORIGINATION POINT

                     AND LICENSEE'S DIGITAL CHANNEL CAPACITY

License Call Sign:
                  ---------------------
ITFS Channels:
              -------------------------
Market Area:
             --------------------------
Primary Transmission Site:
                          -------------



                                       57
<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).

"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).

"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).

"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).




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"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).

"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).





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"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).

"ITFS" is defined in the Recitals.

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

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

"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).

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

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




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"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.

"MDS" 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).

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





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"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).

"Term" is defined in Paragraph 1.





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

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

"Total ITFS 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.

"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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