<PAGE>
                                                                   Exhibit 10.41

                             CO-MARKETING AGREEMENT

THIS AGREEMENT ("Agreement") is made this 14th day of September, 2006 (the
"Effective Date") by and between CIRCUIT CITY STORES, INC. ("Circuit City") a
Virginia corporation, with a principal place of business at 9950 Mayland Drive,
Richmond, Virginia 23233, and CLEARWIRE, US, LLC, ("Clearwire") a Nevada limited
liability company. Clearwire and Circuit City are hereinafter referred to as
"Party" or "Parties" as the context may require.

                                    RECITALS

WHEREAS, Clearwire is an Internet services provider;

WHEREAS, Circuit City, either directly or through its Affiliates, operates
retail stores and the Circuit City Website which offer, among other things,
computer, electronics, communication and data products and services to the
general public; and

WHEREAS, Circuit City and Clearwire desire for Circuit City to market, promote,
sell and solicit orders for Clearwire Internet and Internet-based services
through the Stores mutually selected by Circuit City and Clearwire and via the
Circuit City Website, subject to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth
below, the receipt and sufficiency of which is hereby acknowledged, the Parties
hereto agree as follows:

1.   DEFINITIONS.

     1.1  "Affiliate(s)" means an entity that is directly or indirectly owned or
          controlled, is under the common ownership or control with, or is owned
          or controlled by the entity with which it is affiliated.

     1.2  "Agreement" means this Agreement, and its Attachments and Exhibits,
          which are attached hereto and incorporated fully herein.

     1.3  "Bounty" means the amount that Clearwire shall pay Circuit City for
          each Qualified Subscriber generated by Circuit City's promotional
          efforts hereunder as specifically set forth in Exhibit B attached
          hereto.

     1.4  "Circuit City Website" means www.circuitcity.com.

     1.5  "Intellectual Property" shall mean all intellectual property rights
          world wide, including copyrights, patents, trademarks, service marks,
          trade names, and trade secrets, and rights of personality and
          likeness, and all similar rights whether arising by operation of law,
          contract, license or otherwise.

     1.6  "Marks" means all domain names, trademarks, trade names, service
          marks, logos and slogans associated with a Party's or that Party's
          third party licensors' products or services in Exhibit C for Clearwire
          and Exhibit D for Circuit City.

     1.7  "Promotional Materials" means advertising and other promotional
          communications, in any media, directed at potential Subscribers, which
          describes the Services.

     1.8  "Promotional Offer" means a special offer to potential Subscribers in
          terms of pricing or free service for a specified period of time.

                Clearwire/Circuit City Confidential Information

  Not to be disclosed without written permission of Clearwire and Circuit City

                                                                          Page l

<PAGE>

     1.9  "Qualified Subscriber" means a Subscriber who, as a result of Circuit
          City's efforts satisfies the Clearwire pre-qualification process,
          subscribes to the Services, and makes the initial monthly payment for
          such Service and remains paying for 60 days, excluding promotions.

     1.10 "Services" means the wireless broadband and related Internet access
          and services where Clearwire has contractual arrangements for
          provisioning.

     1.11 "Stores" means Circuit City's retail "super stores" located within the
          United States.

     1.12 "Subscriber" shall mean an individual or entity that orders any
          offered Service by means of Circuit City under this Agreement.

     1.13 "Subscriber Information" means personally identifying information
          about Subscribers or potential Subscribers, such as the names,
          addresses, usernames, passwords, e-mail addresses of and financial
          information related to any Subscribers.

2.   OBLIGATIONS OF THE PARTIES.

     2.1  The obligations and duties of Clearwire and Circuit City with respect
          to the establishment and administration of the various obligations,
          respectively, are stated in this Agreement

     2.2  Each Party shall assign an account manager to coordinate the
          promotional programs with the other Party. If a Party changes the
          person assigned as the account manager, such Party shall notify the
          other Party in writing of the name and contact information of such new
          account manager.

     2.3  Subject to the terms and restrictions set forth in this Agreement,
          Clearwire hereby grants Circuit City limited rights to market and
          promote the Services described in the manner set forth herein. Circuit
          City hereby accepts the foregoing and agrees to market and promote the
          Services in the manner set forth herein.

     2.4  Clearwire shall be solely responsible for providing Circuit City with
          information relating to the Services and any Promotional Offers,
          including the content of Promotional Materials. Circuit City agrees to
          use such information solely in connection with its obligations under
          this Agreement.

     2.5  Clearwire shall at all times be solely responsible for providing and
          maintaining the Services including, but not limited to, billing and
          customer service. The Services promoted hereunder shall be comparable
          in features, functionality and pricing to the Services offered
          directly by Clearwire through its own sales channel or other
          retailers. Clearwire, in its sole discretion, reserves the right to
          accept, or reject, any potential Subscriber. Additionally, Clearwire
          and each Subscriber shall have the right, at any time, to terminate
          the Service provided to a Subscriber in accordance with the terms and
          conditions of the then current Clearwire Internet Services Agreement
          and related policies.

     2.6  Circuit City may not make any representations or warranties with
          respect to the Services other than those authorized in writing by
          Clearwire.

3.   TERM AND TERMINATION.

     3.1  Term. The term of this Agreement shall run from the Effective Date for
          a term of two (2) years (the "Initial Term"), unless otherwise
          terminated in accordance with Section 3.2 (Termination) below.

                Clearwire/Circuit City Confidential Information

  Not to be disclosed without written permission of Clearwire and Circuit City


                                                                          Page 2
<PAGE>

     3.2  Termination.

          3.2.1 During the Term, either Party may terminate this Agreement: (a)
               immediately upon written notice to the other Party if the other
               Party files a petition for bankruptcy or insolvency or has such a
               petition filed against it that is not dismissed within ninety
               (90) days, makes a general assignment for the benefit of
               creditors, becomes generally unable to pay its debts as they
               become due, suffers or permits the appointment of a receiver,
               trustee, or custodian for its business or any substantial part of
               its assets, or becomes subject to any proceeding under any
               statute of any governing authority relating to insolvency or the
               protection of rights of creditors, and is thereby rendered
               substantially unable to perform its material obligations
               hereunder; or (b) in the event the other Party is in material
               breach, or otherwise is materially in default of any other term,
               condition or provision of this Agreement, and such breach or
               default continues for thirty (30) days after the non-breaching
               Party gives written notice to the breaching Party thereof and
               such party fails to cure such breach or default, then, in
               addition to all other rights and remedies provided hereunder or
               at law or equity, the non-breaching party shall have the right to
               terminate this Agreement in whole or in part without any
               liability to the breaching party whatsoever, other than monies
               not otherwise in dispute and owed to the breaching party for
               services rendered during and under the Term of this Agreement.
               Upon termination of this Agreement for any reason Circuit City
               shall return all Cleanwire devices provided pursuant to this
               Agreement within ninety (90) days of the end of the Term.

          3.2.2 Notwithstanding anything to the contrary contained herein, after
               the first year of the Initial Term either Party shall have the
               right to terminate this Agreement at any time without cause, upon
               ninety (90) days' prior written notice.

          3.2.3 Upon the expiration or termination of this Agreement for any
               reason (a) all licenses granted under this Agreement shall
               immediately terminate; (b) Circuit City shall cease marketing the
               Services and shall cease distributing Promotional Materials; (c)
               the Parties shall promptly cease all use of each other's Marks
               that were licensed by this Agreement (as opposed to Marks that
               were licensed pursuant to another agreement); (d) all payments
               that have accrued prior to the termination or expiration shall be
               payable in full on the later of (i) ninety (90) days following
               the termination or expiration, or (ii) the date on which the
               payment would be otherwise due; and (f) all rights herein granted
               shall revert to the granting Party. Except for materials kept for
               archival purposes, each Party shall promptly return to the other
               Party any and all documents or other media embodying any use of
               the other Parry's Intellectual Property (including specifically,
               but not limited to, any copies of Promotional Materials that have
               not been distributed at the time of expiration or termination);
               provided, that if this Agreement is terminated because of an
               event set forth in 3.2.1 above, the Party responsible for the
               event (e.g., the breaching Party) shall bear all costs associated
               with the return of the Parties' respective Intellectual Property.
               Materials retained for archival purposes may not be used for any
               commercial purpose or distributed and shall be treated as
               Confidential Information. Clearwire shall have payment
               obligations (as set forth herein) in connection with Subscribers
               who sign up for the Service prior to or on the date of
               termination or expiration of this Agreement.

          3.2.4 All obligations of the Parties under this Agreement which, by
               their nature, would continue beyond termination, cancellation or
               expiration of this Agreement, including by way of illustration
               and not limitation those clauses relating to the obligations of
               Parties under Sections 1, 2.5, 3, 10, 11, 13 and 15 through 25
               shall survive such termination, cancellation or expiration.

                Clearwire/Circuit City Confidential Information

  Not to be disclosed without written permission of Clearwire and Circuit City


                                                                          Page 3

<PAGE>

4.   INTELLECTUAL PROPERTY RIGHTS.

     4.1  Each Party acknowledges that the other Party owns and retains all
          rights to Intellectual Property associated with such other Party's
          products and services ("Intellectual Property Rights") and agrees that
          it will not at any time during or after the Term of this Agreement
          assert or claim any interest in or do anything that may adversely
          affect the validity of any Intellectual Property Rights of the other
          Party (including without limitation any act or assistance to any act
          which may infringe or lead to the infringement of any Intellectual
          Property Rights of the other Party). Each Party agrees (i) not to
          knowingly remove or destroy any proprietary markings of the other
          Party contained in product, service, marketing or sales materials
          produced pursuant to this Agreement and (ii) to include such
          proprietary markings where appropriate when referring to the other
          Party's products or services in product, service, marketing or sales
          materials produced pursuant to this Agreement

     4.2  Clearwire Licensed Marks.

          4.2.1 Subject to the terms and conditions specified in this Agreement,
               Clearwire hereby grants to Circuit City (and Circuit City's
               Affiliates), for the term of this Agreement, a non-exclusive,
               non-transferable license to use the Clearwire licensed marks set
               forth in EXHIBIT C ("the Clearwire Licensed Marks") exactly as
               depicted in the graphic configuration or as subsequently modified
               by Clearwire. Clearwire may, in its sole discretion, at any time
               add to or delete from the Clearwire Licensed Marks and change the
               graphic configuration of the Clearwire Licensed Marks.

          4.2.2 Circuit City agrees that the style of use of the Clearwire
               Licensed Marks shall be in the form and style conforming to the
               trademark usage guidelines as provided to Circuit City in
               writing. Circuit City shall not use any of the Clearwire Licensed
               Marks as part of its corporate name, trade name, business name or
               Internet domain name.

          4.2.3 Circuit City shall submit to Clearwire for review and approval,
               at least ten (10) business days prior to proposed use, any web
               pages or other Internet locations, and all marketing,
               advertising, press releases or other Promotional Materials in
               which the Clearwire Licensed Marks are used. Clearwire shall
               approve or disapprove such materials at least five (5) business
               days after its receipt of such materials; Clearwire will not
               unreasonably withhold or delay the granting of its approval
               thereof. Circuit City shall not publish, distribute or use any
               such web pages or other Internet locations, or any such
               marketing, advertising, press releases or other Promotional
               Materials in which the Clearwire Licensed Marks are used, without
               the prior written approval of Clearwire.

          4.2.4 Notwithstanding the foregoing, Circuit City may designate at the
               time of submission that the requested approval is for
               multiple/repetitive, identical uses on the same medium. Circuit
               City may request approval for such multiple/repetitive, identical
               use through the end of the Initial Term or any Renewal Term of
               this Agreement, or six (6) months, whichever is less. Such
               multiple/repetitive, identical use shall be in accordance with
               this Agreement and shall be subject to revocation by Clearwire
               upon written notice to Circuit City.

          4.2.5 Circuit City further acknowledges and agrees that all use of the
               Clearwire Licensed Marks by Circuit City and all goodwill
               developed therefrom shall inure to the benefit of and be on
               behalf of Clearwire except for the goodwill associated or derived
               from the Circuit City Licensed Marks.

          42.6 Circuit City agrees that nothing in this Agreement shall give
               Circuit City any right, title or interest in or to the Clearwire
               Licensed Marks other than the right to use the Clearwire Licensed
               Marks in the manner contemplated by this Agreement, and only for
               so long a

                Clearwire/Circuit City Confidential Information

  Not to be disclosed without written permission of Clearwire and Circuit City


                                                                          Page 4

<PAGE>

               this Agreement is in force or as otherwise permitted under this
               Agreement (unless such Clearwire Licensed Marks are licensed
               pursuant to a separate agreement).

          4.2.7 Infringement.

               4.2.7.1 Circuit City agrees to use commercially reasonable
                    efforts to notify Clearwire promptly of any unauthorized use
                    of the Clearwire Licensed Marks by others, to the extent
                    Circuit City has actual notice of such use. Clearwire and
                    its parent and affiliated companies shall have the sole
                    right to engage in infringement or unfair competition
                    proceedings involving the Clearwire Licensed Marks.

               4.2.7.2 Any recovery obtained in connection with or as a result
                    of any infringement action contemplated under this section,
                    whether by settlement or otherwise, shall be retained by
                    Clearwire.

     4.3  Circuit City Licensed Marks.

          4.3.1 Subject to the terms and conditions specified in this Agreement,
               Circuit City hereby grants to Clearwire (and Clearwire's
               Affiliates), for the terra of this Agreement, a non-exclusive,
               non-transferable license to use the Circuit City licensed marks
               set forth in EXHIBIT D ("the Circuit City Licensed Marks")
               exactly as depicted in the graphic configuration or as
               subsequently modified by Circuit City. Circuit City may in its
               sole discretion at any time add to or delete from the Circuit
               City Licensed Marks and change the graphic configuration of the
               Circuit City Licensed Marks.

          4.3.2 Clearwire agrees that the style of use of the Circuit City
               Licensed Marks shall be in the form and style conforming to the
               trademark usage guidelines and brand identity standards, as
               provided to Clearwire in writing. Clearwire shall not use any of
               the Circuit City Licensed Marks as part of its corporate name,
               trade name, business name or Internet domain name.

          4.3.3 Clearwire shall submit to Circuit City for review and approval,
               at least ten (10) business days prior to proposed use, any web
               pages or other Internet locations, and all marketing,
               advertising, press releases or other Promotional Materials in
               which the Circuit City Licensed Marks are used. Circuit City
               shall approve or disapprove such materials at least five (5)
               business days after its receipt of such materials; Circuit City
               will not unreasonably withhold or delay the granting of its
               approval thereof. Clearwire shall not publish, distribute or use
               any such web pages or other Internet locations, or any such
               marketing, advertising, press releases or other Promotional
               Materials in which the Circuit City Licensed Marks are used,
               without the prior written approval of Circuit City.

          4.3.4 Notwithstanding the foregoing, Clearwire may designate at the
               time of submission that the requested approval is for
               multiple/repetitive, identical uses on the same medium. Clearwire
               may request approval for such multiple/repetitive, identical use
               through the end of the Initial Term or any Renewal Term of this
               Agreement, or six (6) months, whichever is less. Such
               multiple/repetitive, identical use shall be in accordance with
               this Agreement and shall be subject to revocation by Circuit City
               upon written notice to Clearwire.

          4.3.5 Clearwire further acknowledges and agrees that all use of the
               Circuit City Licensed Marks by Clearwire and all goodwill
               developed therefrom shall inure to the benefit of and be on
               behalf of CC West Coast, except for goodwill associated or
               derived from the Clearwire Licensed Marks.

                Clearwire/Circuit City Confidential Information

  Not to be disclosed without written permission of Clearwire and Circuit City


                                                                          Page 5

<PAGE>

          4.3.6 Clearwire agrees that nothing in this Agreement shall give
               Clearwire any right, title or interest in or to the Circuit City
               Licensed Marks other than the right to use the Circuit City
               Licensed Marks in the manner contemplated by this Agreement, and
               only for so long as this Agreement is in force or as otherwise
               permitted under this Agreement (unless such Circuit City Licensed
               Marks are licensed pursuant to a separate agreement).

          4.3.7 Infringement.

               4.3.7.1 Clearwire agrees to use commercially reasonable efforts
                    to notify Circuit City promptly of any unauthorized use of
                    the Circuit City Licensed Marks by others, to the extent
                    Clearwire has actual notice of such use. Circuit City and
                    its parent and affiliated companies shall have the sole
                    right to engage in infringement or unfair competition
                    proceedings involving the Circuit City Licensed Marks.

               4.3.7.2 Any recovery obtained in connection with or as a result
                    of any infringement action contemplated under this section,
                    whether by settlement or otherwise, shall be retained by
                    Circuit City.

5.   JOINT MARKETING PROGRAMS. Upon execution of this Agreement, the Parties
     will develop and implement the Joint Marketing Program set forth on EXHIBIT
     A. All aspects of the Joint Marketing Program will be approved by the
     Parties in writing as required by this Agreement Clearwire and Circuit City
     may work together in good faith to develop additional joint marketing
     programs.

6.   COMPENSATION. In consideration of the services to be rendered by Circuit
     City, Clearwire shall pay Circuit City the Bounty as described in EXHIBIT B
     for all Subscribers. Bounties shall be paid to Circuit City within thirty
     (30) calendar days following the end of the month in which the Subscriber
     signed up for the Services. For each Subscriber that becomes a Qualified
     Subscriber, the corresponding Bounty shall become vested in Circuit City
     sixty (60) days from Subscriber Activation. For each Subscriber that fails
     to become a Qualified Subscriber and for which Clearwire has already made
     the corresponding Bounty payments, Clearwire shall be entitled to deduct
     the prior Bounty and payments from future payments ("Deduction(s)") as more
     fully set forth on EXHIBIT B.

7.   REPORTS.

     7.1  Clearwire shall provide Circuit City with a monthly written report
          setting forth the monthly number of new Subscribers and the monthly
          number of Deductions, if any, thirty (30) calendar days following the
          end of each calendar month. Notwithstanding the foregoing, no report
          shall be issued when there is no underlying activity to report.

     7.2  Clearwire and Circuit City shall also use the Reconciliation Document,
          attached hereto as EXHIBIT E, for purposes of defining the interface
          requirements and expected results for transaction processing of
          activity, invoicing and payments between the Parties.

8.   PUBLICITY. Neither Party shall issue a press release or similar public
     announcement of any kind regarding the Parties' relationship established
     hereunder without the prior written approval of the other Party. Other than
     expressly set forth herein, neither Party shall use publicly the other
     Party's name or refer to the other Party in any way in or with the media,
     including, but not limited to, in advertising, without the other Party's
     prior written consent as required herein; provided, however, that either
     Party may make disclosures or filings required to comply with applicable
     laws, including filings with regulatory agencies, such as the United States
     Securities and Exchange Commission, or disclosures or filings required to
     comply with the rules of a national securities exchange or automated
     quotations systems such as the National Association of Securities Dealer's
     Automated Quotations. A VIOLATION OF THIS PROVISION SHALL CONSTITUTE A
     MATERIAL BREACH OF THIS AGREEMENT.

                Clearwire/Circuit City Confidential Information

  Not to be disclosed without written permission of Clearwire and Circuit City



                                                                          Page 6

<PAGE>

9.   REPRESENTATIONS AND WARRANTIES.

     9.1  Circuit City represents and warrants that (a) it has the right, power
          and authority to enter into this Agreement and fully perform its
          obligations hereunder; (b) this Agreement does not and will not
          conflict with any agreement between it and any other party; (c) it has
          all necessary federal, state and local authorizations, to operate and
          otherwise perform its obligations under this Agreement and will be in
          compliance with all applicable laws and regulations governing such
          performance; and (d) Circuit City has the full and exclusive right to
          grant or otherwise permit Clearwire to use the Circuit City Marks in
          accordance with the terms of this Agreement.

     9.2  Clearwire represents and warrants that (a) it has the right, power and
          authority to enter into this Agreement and fully perform its
          obligations hereunder; (b) this Agreement does not and will not
          conflict with any agreement between it and any other party; (c) it has
          all necessary federal, state and local authorizations, including
          intellectual property rights in and to the Services and to operate and
          otherwise perform its obligations under this Agreement and will be in
          compliance with all applicable laws and regulations governing such
          performance; and (d) Clearwire has the full and exclusive right to
          grant or otherwise permit Circuit City to use the Clearwire Marks.

10.  LIMITATION OF LIABILITY.

     10.1 EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, NEITHER PARTY MAKES,
          AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR
          WARRANTIES RELATING TO THIS AGREEMENT OR THE PARTIES' RESPECTIVE
          SERVICES HEREUNDER, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY
          OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING
          FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

     10.2 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION
          11 AND CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 13, BELOW,
          NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, IN WHOLE OR IN PART,
          FOR LOSS OF REVENUES, LOSS OF PROFITS, LOSS OF TIME, INCONVENIENCE,
          LOSS OF USE, OR ANY OTHER INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR
          CONSEQUENTIAL LOSS OR DAMAGE ARISING OUT OF THIS AGREEMENT, OR THE USE
          OR PERFORMANCE OF THE SERVICES, IN WHOLE OR IN PART, EVEN IF ADVISED
          OF THE POSSIBILITY THEREOF, OR IF REASONABLY FORESEEABLE, WHETHER IN
          AN ACTION FOR OR ARISING OUT OF ALLEGED BREACH OF WARRANTY, ALLEGED
          BREACH OF CONTRACT, DELAY, NEGLIGENCE, STRICT TORT LIABILITY OR
          OTHERWISE. THE LIMITATIONS SET FORTH IN THIS SECTION 10 SHALL NOT
          AFFECT EITHER PARTY'S RIGHT TO SEEK INJUNCTIVE RELIEF.

11.  INDEMNIFICATION.

     11.1 In connection with Clearwire's performance under this Agreement,
          Clearwire agrees to indemnify, defend and hold harmless Circuit City,
          its Affiliates, and their respective representatives, employees,
          directors, officers, and assigns against any losses, liabilities,
          lawsuits, penalties, claims or demands (including all costs, expenses,
          and reasonable attorneys' fees on account thereof) arising out of or
          in connection with (a) any third party claims for actual or alleged
          direct infringement of a third party's intellectual property rights
          with respect to the hardware leased or provided by Clearwire under
          this Agreement where such infringement of the claim arises from the
          hardware operating alone and not in combination with any other
          hardware or software not licensed, sold or provided by Clearwire, (b)
          any third party claim arising out of the sale, resale, use or failure
          of the Services, including, but not limited to claims for injuries
          (including death) to persons or damage to real or tangible property
          that results from Clearwire's negligent or willful

                 Clearwire/Circuit City Confidential Information

  Not to be disclosed without written permission of Clearwire and Circuit City


                                                                          Page 7

<PAGE>

          acts or omissions or those of persons furnished by Clearwire, (c) any
          employee or former employee of Clearwire or any of its sublicensees or
          subcontractors for which Clearwire's or its sublicensee's or
          subcontractor's liability to such employee or former employee would
          otherwise be subject to payments under the state Worker's Compensation
          or similar laws, (d) Clearwire's actual or alleged breach of any
          applicable law, statute, order, decree or regulation in performance of
          its obligations, or (e) any third party claim based upon any marketing
          material provided by Circuit City which Clearwire materially alters
          and uses without Circuit City's prior consent in accordance with
          Section 4.3 above. Circuit City agrees to promptly notify Clearwire of
          written claims or demands made against Circuit City, which Circuit
          City has received written notice of, for which Clearwire is
          responsible hereunder. Circuit City further agrees to assist Clearwire
          in its defense of such claim, at reasonable cost to Clearwire.
          Clearwire shall bear full responsibility for the defense (including
          any settlements) of any such claim; provided however, that (i)
          Clearwire shall not have any right, without Circuit City's written
          consent, to settle any such claim if such settlement arises from or is
          part of any criminal action, suit or proceeding or contains a
          stipulation to or admission or acknowledgment of, any liability or
          wrongdoing (whether in contract, tort or otherwise) on the part of
          Circuit City, or provides for less than a full release of Circuit
          City. Circuit City shall be entitled to participate in the action with
          counsel of its choice at its own expense. Clearwire shall not be
          responsible for any claims arising under (a) and/or (e) where Circuit
          City was informed of a claim or notice of infringement and failed to
          promptly remove or cease in the distribution of the infringing
          materials.

     11.2 In connection with Circuit City's performance under this Agreement,
          Circuit City agrees to indemnify, defend and hold harmless Clearwire,
          its Affiliates, and their respective representatives, employees,
          directors, officers, and assigns against any losses, liabilities,
          lawsuits, penalties, claims or demands (including all costs, expenses,
          and reasonable attorneys' fees on account thereof) arising out of or
          in connection with (a) any third party claims for actual or alleged
          infringement of a third party's intellectual property rights, (b) any
          employee or former employee of Circuit City or any of its sublicensees
          or subcontractors for which Circuit City's or its sublicensee's or
          subcontractor's liability to such employee or former employee would
          otherwise be subject to payments under the state Worker's Compensation
          or similar laws, (c) Circuit City's actual or alleged breach of any
          applicable law, statute, order, decree or regulation in performance of
          its obligations, or (d) any third party claim based upon any marketing
          material provided by Clearwire which Circuit City materially alters
          and uses without Clearwire's prior consent in accordance with Section
          4.2 above. Clearwire agrees to promptly notify Circuit City of written
          claims or demands made against Clearwire, which Clearwire has received
          written notice of, for which Circuit City is responsible hereunder.
          Clearwire further agrees to assist Circuit City in its defense of such
          claim, at reasonable cost to Circuit City. Circuit City shall bear
          full responsibility for the defense (including any settlements) of any
          such claim; provided however, that (i) Circuit City shall keep
          Clearwire informed of, and consult with Clearwire in connection with
          the progress of such litigation or settlement; and (ii) Circuit City
          shall not have any right, without Clearwire's written consent, to
          settle any such claim if such settlement arises from or is part of any
          criminal action, suit or proceeding or contains a stipulation to or
          admission or acknowledgment of, any liability or wrongdoing (whether
          in contract, tort or otherwise) on the part of Clearwire or any
          Clearwire Affiliate, or provides for less than a full release of
          Clearwire. Clearwire shall be entitled to participate in the action
          with counsel of its choice at its own expense. Circuit City shall not
          be responsible for any claims arising under (d) where Clearwire was
          informed of a claim or notice of infringement and failed to promptly
          remove or cease in the distribution of the infringing materials

12.  INSURANCE.

     12.1 Clearwire shall maintain, during the term hereof, all insurance
          required by law and the insurance listed below. Clearwire agrees that
          Clearwire, Clearwire's insurer(s) and anyone claiming by, through,
          under or on behalf of Clearwire shall have no claim, right of action
          or right of subrogation against Circuit City or Circuit City's
          customers based on any loss or liability insurable under the foregoing
          insurance, except to the extent Circuit City has an indemnification
          obligation under Section 11.2 for

                Clearwire/Circuit City Confidential Information

  Not to be disclosed without written permission of Clearwire and Circuit City


                                                                          Page 8

<PAGE>

          such claim, right of action or subrogation. Certificates furnished by
          Clearwire or its subcontractors shall contain a clause stating,
          "Circuit City Stores, Inc. shall be notified in writing at least
          thirty (30) days prior to cancellation of the policy."

     12.2 Clearwire shall maintain, during the Term hereof, all insurance and/or
          bonds required by law, including but not limited to:

          12.2.1 Workers Compensation insurance as required by the State(s) in
               which this Agreement is to be performed.

          12.2.2 Comprehensive or Commercial General Liability Insurance, on an
               Occurrence Basis, including by not limited to
               premises-operations, broad form property damage, contractual
               liability, independent contractors, and personal injury with
               limits of at least $2,000,000 combined single limit for each
               occurrence.

          12.2.3 Automobile Liability, Comprehensive Form with limits of at
               least $2,000,000 combined single limit for each occurrence.

     12.3 Circuit City and its subsidiaries shall be named as an additional
          insured to the liability insurance policies required under this
          Agreement and this shall be so evidenced upon the Certificate(s) of
          Insurance. Clearwire shall maintain insurance, as required by this
          Agreement, through insurance carriers which have and maintain an A.M.
          Best rating of A-VII or greater. The fulfillment of the insurance
          obligations hereunder shall not otherwise relieve Clearwire of any
          liability assumed by Clearwire hereunder or in any way modify
          Clearwire's obligations to indemnify Circuit City.

     12.4 Clearwire shall furnish, within ten (10) days of the Effective Date of
          this Agreement, certificates or adequate proof of the foregoing
          insurance.

13.  CONFIDENTIAL INFORMATION

     13.1 "Confidential Information" means any and all business, technical,
          customer or third party information (including but not limited to,
          trade secrets, marketing plans, financial data, specifications,
          drawings, sketches, models, samples, computer programs and
          documentation) provided, disclosed or made accessible by one Party
          (the "Disclosing Party") to the other (the "Receiving Party") under
          this Agreement, that is either identified as or would be reasonably
          understood to be confidential and/or proprietary. Confidential
          Information also includes (a) any Information that a Party receives,
          collects, learns of, or develops in the course of performing its
          obligations under this Agreement, including but not limited to
          prospective and actual customer's names, addresses, telephone numbers,
          email addresses, financial data, including credit card or banking
          information, and other customer information; and (b) the terms and
          conditions of this Agreement. Confidential Information does not
          include information that the Receiving Party can clearly establish by
          written evidence: (a) is or becomes known to the Receiving Party from
          a third party without an obligation to maintain its confidentiality;
          (b) is or becomes generally known to the public through no act or
          omission of the Receiving Party; or (c) is independently developed by
          the Receiving Party without the use of Confidential Information of the
          Disclosing Party. Clearwire will be the owner of any Subscriber
          Information generated by Clearwire in connection with a Subscriber's
          order for Services and such information will be deemed Clearwire
          Confidential Information for purposes of this Agreement. Circuit City
          will be the owner of any Confidential Information generated by Circuit
          City in connection with a Subscriber's order for Circuit City goods or
          services or otherwise in connection with Circuit City's performance of
          its duties and obligations hereunder and such information will be
          deemed Circuit City's Confidential Information. Any information
          obtained by both Parties shall be owned by each Party.

     13.2 Confidential Information will be deemed the exclusive property of the
          Disclosing Party. The Receiving Party will not: (a) use Confidential
          Information of the Disclosing Party for any purpose

                Clearwire/Circuit City Confidential Information

  Not to be disclosed without written permission of Clearwire and Circuit City


                                                                          Page 9

<PAGE>

          other than the fulfillment of its obligations under this Agreement;
          (b) disclose Confidential Information of the Disclosing Party to any
          third party, without the prior written consent of the Disclosing
          Party; (c) make any copies or modifications of Confidential
          Information of the Disclosing Party without the Disclosing Party's
          prior written consent, and provided that any authorized copies or
          modifications will contain the same confidential or proprietary
          notices or legends, if any, which appear on the original; and (d)
          reveal, divulge, make known, sell, exchange, lease or in any other way
          transfer any Confidential Information to any third party.

     13.3 The Receiving Party will: (a) protect and treat all Confidential
          Information of the Disclosing Party with the same degree of care as it
          uses to protect its own Confidential Information of like importance,
          but in no event with less than reasonable care; and (b) only disclose
          Confidential Information of the Disclosing Party to its employees
          and/or agents who have a "need to know" for purposes of this
          Agreement, provided that the Receiving Party will notify and inform
          such employees and/or agents of the Receiving Party's obligations
          under this Agreement, and the Receiving Party will be responsible for
          any breach of this Agreement by its employees and/or agents.

     13.4 In the event that the Receiving Party is required to disclose
          Confidential Information of the Disclosing Party pursuant to law, the
          Receiving Party will notify the Disclosing Party of the required
          disclosure with sufficient time for the Disclosing Party to seek
          relief, will cooperate with the Disclosing Party in taking appropriate
          protective measures, and will make such disclosure in a fashion that
          maximizes protection of the Confidential Information from further
          disclosure.

     13.5 Upon expiration or termination of this Agreement, the Receiving Party
          will promptly turn over to the Disclosing Party or, at the Disclosing
          Party's direction, destroy all Confidential Information of the
          Disclosing Party, in whole or in part, in whatever format, including
          any copies.

     13.6 Each Party agrees that monetary damages for breach of its obligations
          under this Section may not be adequate and that the non-breaching
          Party will be entitled to injunctive relief with respect thereto.

14.  ASSIGNMENT. Neither party may assign or otherwise transfer any of its
     rights or obligations hereunder without the prior written consent of the
     other, which shall not be unreasonably withheld; provided, however, that
     nothing herein shall prevent either party from assigning its rights and
     obligation under this Agreement to an Affiliate, or to an entity that
     acquires all or substantially all of the assets of such party through a
     merger, consolidation, or sale, provided further that the assigning party
     provides notice of such permitted assignment as soon as commercially
     reasonable.

15.  RELATIONSHIP BETWEEN THE PARTIES. The Parties to this Agreement are
     independent Parties and nothing herein shall be construed as creating an
     employment relationship between the Parties. Neither Party is an agent,
     representative, joint venturer nor partner of the other Party and neither
     Party shall have any right, power or authority to enter into any agreement
     for or on behalf of, or incur any obligation or liability, or to otherwise
     bind, the other Party. The Agreement shall not be interpreted or construed
     to create an association, agency, joint venture or partnership between the
     Parties or to impose any liability attributable to such a relationship upon
     either Party.

16.  FORCE MAJEURE. Neither Party shall be in default or otherwise liable for
     any delay in or failure of its performance under this Agreement if such
     delay or failure arises by any reason beyond its reasonable control,
     including any act of God, any acts of the common enemy, the elements,
     earthquakes, floods, fires, epidemics, riots, failures or delay in
     transportation, electricity or communications, or any act or failure to act
     by the other Party or such other Party's employees, agents or contractors;
     provided, however, that lack of funds shall not be deemed to be a reason
     beyond a Party's reasonable control. The Parties will promptly inform and
     consult with each other as to any of the above causes which in their
     judgment may or could be the cause of a delay in the performance of this
     Agreement.

                Clearwire/Circuit City Confidential Information

  Not to be disclosed without written permission of Clearwire and Circuit City


                                                                         Page 10

<PAGE>

17.  THIRD PARTY BENEFICIARIES. The provisions of this Agreement are for the
     sole benefit of the parties hereto and this Agreement confers no rights,
     benefits or claims upon any person or entity not a party hereto. Third
     party beneficiaries do not include Clearwire Affiliates.

18.  CHOICE OF LAW. The Parties agree that the substantive laws of the State of
     New York, without reference to its principles of conflicts of laws, will be
     applied to govern, construe and enforce all of the rights and duties of the
     Parties arising from or relating in any way to the subject matter of this
     Agreement. THE PARTIES KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO TRIAL
     BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY MATTER ARISING OUT OF, OR
     RELATED TO, THIS AGREEMENT.

19.  AUDIT RIGHTS. During the term of this Agreement and for a period of two (2)
     years following the expiration or termination of this Agreement, both
     Parties shall create and maintain sufficient books, records and accounts
     related to this Agreement according to generally accepted accounting
     practices. Each Party shall have the right, at its own expense, to inspect
     or direct an independent certified public accountant to inspect and audit
     those books and records of the other Party that are relevant to the
     determination of compensation payable hereunder, provided, however, that
     such audits will be conducted no more than once in any calendar year, upon
     not less than thirty (30) days' notice, during regular business hours, at
     mutually agreeable dates and times (not to be unreasonably withheld or
     delayed), and provided further that such accountant, if any, executes a
     confidentiality agreement reasonably satisfactory to the Party being
     audited, to protect the confidentiality of any records so audited. If the
     audit discloses a payment discrepancy or error, the Party responsible for
     correcting such error shall make any undisputed payment or remittance
     within thirty (30) business days of the generation of the audit report. In
     the event an audit discloses a payment discrepancy or error of more than
     five (5) percent of the correct amount, the Party owing such payment or
     remittance shall bear the cost of the audit.

20.  NOTICES. All notices, authorizations, and requests required or desired to
     be given or made in connection with this Agreement will be in writing,
     given by certified or registered mail (return receipt requested), or by
     nationally recognized overnight courier (charges prepaid), and addressed as
     follows (or to such other address as the Party to receive the notice or
     request so designates by notice to the other):

          To Clearwire:      Clearwire, US LLC.
                             5808 Lake Washington Blvd.
                             Suite 300
                             Kirkland, Wa, 98033

          To Circuit City:   Circuit City Stores, Inc.
                             9950 Mayland Drive
                             Richmond, Virginia 23221
                             Attn: Internet Services Buyer

                             With copies to:

                             Circuit City Stores, Inc.
                             9950 Mayland Drive
                             Richmond, Virginia 23221
                             Attn: Legal Department

          Notice shall be deemed effective upon actual delivery.

21.  SEVERABILITY. In the event that one or more of the provisions contained
     herein shall, for any reason, be held unenforceable in any respect, such
     unenforceability shall not affect any other provision of this Agreement,
     and this Agreement shall then be construed as if such unenforceable
     provision(s) did not exist.

                 Clearwire/Circuit City Confidential Information

  Not to be disclosed without written permission of Clearwire and Circuit City


                                                                         Page 11

<PAGE>

22.  WAIVER. Failure by either Party to enforce any provision of this Agreement
     shall not be deemed a waiver of future enforcement of that or any other
     provision. The waiver by a Party of any default hereunder shall not be
     deemed to be a waiver of subsequent defaults of the same or different kind.

23.  INTERPRETATION. This Agreement shall be fairly interpreted in accordance
     with its terms and without any construction in favor of or against either
     Party. The headings and captions are included for reference purposes only
     and do not affect the interpretation of the provisions hereof. The captions
     in this Agreement are for convenience of reference only and shall not limit
     or otherwise affect any of the terms or provisions hereof. Use of the words
     "herein", "hereof", "hereto" and the like in this Agreement refer to this
     Agreement as a whole and not to any particular Article, Section or
     provision of this Agreement, unless otherwise noted. When the context
     requires, the number of all words includes the singular and plural.

24.  COUNTERPARTS. This Agreement may be executed in counterparts, each of which
     shall be deemed an original and which together shall constitute one
     instrument. This Agreement may be executed by facsimile, and each facsimile
     signature shall be deemed to constitute a valid and binding signature of
     the executing party.

25.  ENTIRE AGREEMENT. This Agreement and its Attachments and Exhibits shall
     constitute the entire agreement between the Parties hereto with respect to
     the subject matter hereof and all previous agreements relating thereto
     shall be null and void unless specifically incorporated herein. This
     Agreement may not be amended, modified or rescinded except by a writing
     executed by both Parties hereto.

IN WITNESS WHEREOF, the Parties have executed this Agreement, by their
authorized representatives, as of the date written above.

CLEARWIRE, U.S., L.L.C                  CIRCUIT CITY STORES, INC.


/s/ JAMES RYDER                         /s/ Phil Schoonover
-------------------------------------   ----------------------------------------
Signature                               Signature

JAMES RYDER                             Phil Schoonover
Name                                    Name

Sr VP                                   CEO
Title                                   Title

                 Clearwire/Circuit City Confidential Information

  Not to be disclosed without written permission of Clearwire and Circuit City


                                                                         Page 12

<PAGE>

                                   EXHIBIT A

                             JOINT MARKETING PROGRAM

MARKETING COMMITMENT

- Circuit City to produce 4" X 5" signage (logo treatment) in Location F for
  duration of the Agreement.

- Circuit City to produce 8 1/2" X 11" signage (displays offer) in Location B
  for duration of the Agreement.

- Clearwire shall be included on the Circuit City Website when Circuit City has
  the functionality to complete sales of the Services through the Circuit City
  Website.

- 4' inline section, including mutually agreed upon art work and signage (to be
  installed by Circuit City) to display market and promote the Clearwire
  Service.

- Provide Computer equipment (PC and/or Macintosh) for each store to demonstrate
  the Clearwire Service.

- Circuit City shall maintain such equipment and ensure that it is fully
  functional during store hours.

- Mutually agreed upon in-store demonstrations highlighting the use of the
  Clearwire Service.

CIRCUIT CITY DELIVERABLE

   - Circuit City is committed to designing, producing and shipping the signage
     elements on behalf of Clearwire at no additional cost to Clearwire.
     Clearwire would provide the logo requirements and furnish any art that they
     would like to have incorporated in the signage within 5 days of receipt
     from Clearwire and shall be commercially available for in-store placement
     within 10 days. We would design, send to Clearwire for review and approval,
     then produce the signage and ship at no cost to Clearwire. PLEASE NOTE: 4"
     X 5" is logo only and the 8 1/2" X 11" signage, which displays the current
     offer by market, is produced from an existing template. Change to the
     format of that template is at the sole discretion of Circuit City.


                                     [LOGO]

CLEARWIRE DELIVERABLE

   - Clearwire shall pay Circuit City a one-time fee per store of $2,800 for the
     Marketing Commitments outlined above Net thirty (30) days from applicable
     store launch.

   - Clearwire shall notify Circuit City sixty (60) days in advance of its
     intent to launch in a specific store.

   - Assign a demo modem for each store

   - Clearwire shall pay an additional $150 per store per month to secure a 4'
     in-line section that will include mutually agreed upon art work/materials
     to be produced and installed by Circuit City.



                                                                         Page 13

<PAGE>

                                    EXHIBIT B

                              BOUNTY PAYMENT TERMS

I.   Bounty Payments

     A.   Bounty Payments. Provided Circuit City is not in breach of its
          obligations as set forth in this Agreement, Clearwire will pay Circuit
          City a one-time Bounty payment of one hundred dollars ($110.00) for
          each Qualified Subscriber who subscribes to the Services in accordance
          with the payment provisions set forth in Section 6.

II.  Deductions

     Circuit City's monthly compensation may be subject to Deductions by
     Clearwire for Bounties already paid to Circuit City for which the
     corresponding Subscriber does not become a Qualified Subscriber. If such
     amount cannot be deducted, Circuit City shall pay such Deduction amount in
     the form of a charge-back or refund within thirty (30) days of the date
     that Clearwire notifies Circuit City in writing that such Subscriber failed
     to become a Qualified Subscriber.

                Clearwire/Circuit City Confidential Information

  Not to be disclosed without written permission of Clearwire and Circuit City



                                                                         Page 14

<PAGE>

                                    EXHIBIT C

                                CLEARWIRE MARKS

Instructions for use of the Clearwire Marks can be found at
www.clearpartner.com.

                Clearwire/Circuit City Confidential Information

  Not to be disclosed without written permission of Clearwire and Circuit City




                                                                         Page 15

<PAGE>

                                    EXHIBIT D

                          CIRCUIT CITY LICENSED MARKS

         (CIRCUIT CITY LOGO)                     (CIRCUIT CITY(R) LOGO)
                                                JUST WHAT I NEEDED(R) SM

         (CIRCUIT CITY LOGO)                     (CIRCUIT CITY(R) LOGO)

                 Clearwire/Circuit City Confidential Information

  Not to be disclosed without written permission of Clearwire and Circuit City


                                                                         Page 16

<PAGE>

                                    EXHIBIT E

                            RECONCILIATION DOCUMENT

                     PROVIDER NAME RECONCILIATION INTERFACE
                   SPECIFICATION AND PROJECT STATUS DOCUMENT

                                  Prepared By:

                             [Logo of Circuit City]

                             Last Updated: 1/4/2007

                              Updated by Jean Wong

TABLE OF CONTENTS

REVISION HISTORY...........................................................   4

PURPOSE OF DOCUMENT........................................................   4

RECONCILIATION PROJECT.....................................................   4

Objective..................................................................   4

PROJECT MILESTONES & DELIVERABLES:.........................................   4

PROJECT TEAM...............................................................   6

Circuit City...............................................................   6
Provider Name.......................................ERROR! BOOKMARK NOT DEFINED
MEETINGS...................................................................   6

BUSINESS REQUIREMENTS......................................................   6

Reconciliation Data Exchange...............................................   6
Operation Support Procedures...............................................   7
Service Level Expectations.................................................   7
Change Management Procedures...............................................   7
Reporting Specifications...................................................   7
Security...................................................................   7

TECHNICAL SPECIFICATIONS...................................................   7

1.0  Partner Activity File.................................................   8
2.0  Method of Connectivity................................................  11
3.0  Invoicing.............................................................  11
4.0  Payment File..........................................................  14
5.0  Method and Frequency of Data Transmission.............................  15

TESTING....................................................................  16

Requirements...............................................................  16
Methodology................................................................  16
Certification..............................................................  16

REVISION HISTORY


       WHO                   WHEN                    WHAT
Jean Wong                   6/8/2004         Modified document to be specific
                                             to ProviderName.
Carrie Redman              6/25/2004         Added line number to payment
                                             file.
Jean Wong                   1/3/2005         Created PID specific version

PURPOSE OF DOCUMENT

This document describes the purpose of each interface and expected results. It
also covers in detail any operational procedures required to support each
interface, escalation procedures if problems occur, service level expectations,
change management procedures, and any reporting or other additional
requirements. The technical implementation is also addressed, and the
specification describes in detail the data feed format, method of data
transmission, frequency, and security.

RECONCILIATION PROJECT

Objective

This project will automate the management of ProviderName's financial
obligations to Circuit City. It will also facilitate the quick identification
and correction of any exceptions.

PROJECT MILESTONES & DELIVERABLES

                              Responsible   Assigned   Milestone  Completion
Task                             Party         to         Date       Date
----                          -----------   --------   ---------  ----------
Transmission method with
 CCS (activity file)          ProviderName

Activity File Specs/
 sample to ProviderName       CCS

Activity File sample
 from ProviderName            ProviderName

Activity File creation
 coding complete              ProviderName

Activity File load
 coding complete              CCS

Activity File load
 coding complete in
 Billing                      CCS

Activity Test File
 from ProviderName            ProviderName

Paper Invoice sample
 to ProviderName              CCS

ProviderName Accounting
 Dept acceptance of
 invoice                      ProviderName

Paper invoice test to
 ProviderName                 CCS

Invoice Detail File
 specs to ProviderName        CCS

Invoice Detail File
 coding complete              CCS

Invoice Detail File
 sample to ProviderName       CCS

ProviderName IT acceptance
 of detail file               ProviderName

ProviderName Accounting
 Dept acceptance of file      ProviderName

Invoice Detail Test File
 to ProviderName              CCS

Paymt Remit File Specs/
 sample to ProviderName       CCS

Paymt Remit File load
 coding complete              CCS

Paymt Remit File sample
 from ProviderName            ProviderName

Paymt Remit File
 creation coding complete     ProviderName

Paymt Remit Test File
 from ProviderName            ProviderName

Customer Information
 request to ProviderName      CCS

Customer information from
 ProviderName                 ProviderName

ProviderName ID set up --
requires signed contract      CCS

ProviderName ID communicated
 to ProviderName              CCS


Payment terms received
 from Merchandising--
 requires signed contract     CCS

Payment terms agreed to
 by ProviderName
 Accounting Dept              ProviderName

Integration Testing begins    All

System Testing plan
 created for ProviderName     CCS

System Testing plan
 communicated to
 ProviderName                 CCS

System Testing Plan accepted
 by ProviderName              ProviderName

System Testing begin date     All

Initial Rollout               CCS            Sales/Inv.
                                             team

National Launch of Station    All


PROJECT TEAM

Circuit City

<Table>

<S>              <C>                   <C>                                <C>

Matt Saufley     (804) 527-4000x2593   Matt_Saufley@circuitcity.com        Merchandising-Broadband
Brian Leach      (804) 527-4000x3365   Brian_Leach@circuitcity.com         Merchanding-Video
Carrie Redman    (804) 527-4000x2032   Carrie_Redman@circuitcity.com       Finance Systems
Susan Davis      (804) 527-4000x3337   Susan_Davis@circuitcity.com         Accounts Receivable Manager
Bill Fenerty     (804) 527-4000x4705   Bill_Fenerty@circuitcity.com        MIS Finance Systems Project Manager
TBD                                                                        MIS Finance System Lead
Richard Flaherty (804) 527-4000x3651   Richard_flaherty@circuitcity.com    MIS Open Systems Lead
TBD              (804) 527-4000                                            MIS PeopleSoft Financials Project Manager
TBD              (804) 527-4000                                            MIS PeopleSoft Financials Lead
</Table>

ProviderName

-  TBD

Meetings

-  TBD


BUSINESS REQUIREMENTS

Reconciliation data exchange

-  Both project teams will work diligently to agree upon and execute a
   Reconciliation strategy that will fulfill the objective of the project.

-  All information detailed in the technical specifications will be provided
   to further that objective.


Operation Support Procedures

-  Circuit City and ProviderName will identify support to handle errors in
   transmission or loading of files. Escalation procedures will be
   established.

-  Individual records not matched by Circuit City will be researched by
   Circuit City Receivables and ProviderName will be contacted if more
   information on the record is required.


Service Level Expectations

-  As timing can be extremely crucial both a primary and secondary support
   contact must be provided (can be accomplished by pager numbers). There
   must also be a third escalation contact--should be a named individual.

-  Circuit City Receivables personnel will escalate leads remaining in a
   pending status more than the standard length of time established between
   Circuit City and ProviderName. Corrections to the leads will be sent
   through a future "Partner Activity File" and adjusted on a future
   invoice.


Change Management Procedures

-  Accounting department approval of the invoicing and payment procedure
   is required from both parties

-  Internal change management procedures for Accounting Department are
   the responsibility of each company.


Reporting Specifications

-  Circuit City requires no additional reporting other than what is
   outlined in this document.


Security

-  Access to information will be limited to those personnel who are
   involved in the reconciliation function and the affected areas of
   the business.

TECHNICAL SPECIFICATIONS

1.0 Partner Activity File

-  ProviderName will provide Circuit City a daily or weekly file ("Partner
   Activity File)" that includes account status changes for internet and cable
   services ordered. These account status changes include cancellations,
   installations, etc.

-  File Attributes.

-  This file will be used to report all activity once the video is launched.
   This means it will also be used to report on activity for orders taken prior
   to the launch video launch date. Therefore, in order to distinguish those
   orders, the line item value will be '0' for activity on orders taken prior to
   the video launch date. This is needed since the DTB line number was not
   captured for those orders.



<TABLE>
<CAPTION>
Attribute                 Description                    Data Type     Required
---------                 -----------                    ---------     --------
<S>                       <C>                            <C>           <C>


Provider                  3 Char CC assigned             Alpha,3       Yes
                          Provider ID - PID

Tracking_Number           Unique GetConnected            Numeric       Yes
                          order number assigned to       Long
                          identify the. This value is
                          in the CUSTOM_REFERENCE node
                          of the AFFILIATE element.

Line_Item                 Unique line number within      Numeric       Yes
                          the tracking_number            Long
                          (GetConnected order number)
                          used to identify the service
                          offering. It can be found in
                          the LINE node of the
                          SERVICE_ORDER element.

                          Note: Line item must be
                          set to "0" for any activity
                          being reported that is for
                          an order taken prior to
                          the cable launch date.

G2b_affiliate_reference   The G2B tracking number        Numeric       No
                          found in the TRACKING          Long
                          node of the G2B element.

Provider_account_number   MSO reference number from      Alpha,25      No
                          the MSO_REFERENCE node of
                          the G2B element or the
                          providers own internal
                          tracking number.

Activity_type             The abbreviation for the       ALPHA,3       Yes
                          activity. For example, ACT
                          is activation, CAN is
                          cancelation.

Activity_reason           A longer description           ALPHA,50      No
                          for the activity type.

Activity_date             The date the activity          Date,10       Yes
                          occurred in MM/DD/YYYY
                          format.
</TABLE>
*  File Layout

(Note: A more detailed XSD layout can be provided upon request.)

"?xml version ="1.0" encoding="ISO-8859-1"?"
"schema xmlns = "http://www.w3.org/1999/XMLSchema""
"element name="activityfile""
"complexType content="elementOnly""
"sequence"
"element ref="activation" minOccurs="1" maxOccurs="unbounded"/"
"/sequence"
"/complexType"
"/element"

"element name="activation""
"complexType content="elementOnly""
"sequence"
"element ref="provider"/"
"element ref="g2b_affiliate_reference" minOccurs="0" maxOccurs="1"/"
"element ref="tracking_number"/"
"element ref="line_item"/"
"element ref="provider_account_number" minOccurs="0" maxOccurs="1"/"
"element ref="activity_type"/"
"element ref="activity_reason" minOccurs="0" maxOccurs="1"/"
"element ref="activity_date"/"
"/sequence"
"/compexType"
"/element"
"element name="activity_date" type="string"/"
"element name="activity_reason" type="string"/"
"element name="g2b_affiliate_reference" type="long"/"
"element name="provider_account_number" type="string"/"
"element name="line_item" type="int"/"
"element name="tracking_number" type="long"/"
"element name="provider" type="string"/"
"/schema"


*  File Sample
XML Sample Data --

"?xml version ="1.0" encoding="UTF-8"?"

"activityfile"
 "activation"
  "provider"PID"/provider"
  "g2b_affiliate_reference"123456789"/g2b_affiliate_reference"
  "tracking_number"0"/tracking_number"
  "line_item"1"/line_item"
  "provider_account_number"122223334"/provider_account_number"
  "activity_type"ACT"/activity_type"
  "activity_reason"Activation"/activity_reason"
  "activity_date"02/16/2004"/activity_date"
 "/activation"
 "activation"
  "provider"PID"/provider"
  "g2b_affiliate_reference"123456789"/g2b_affiliate_reference"
  "tracking_number"105300"/tracking_number"
  "line_item"1"/line_item"
  "provider_account_number"122223334"/provider_account_number"
  "activity_type"ACT"/activity_type"
  "activity_reason"Activation"activity_reason"
  "activity_date"02/16/2004"/activity_date"
 "/activation"
 "activation"
  "provider"PID"/provider"
  "g2b_affiliate_reference"123456789"/g2b_affiliate_reference"
  "tracking_number"105300"/tracking_number"
  "line_item"2"/line_item"
  "provider_account_number"122223334"/provider_account_number"
  "activity_type"ACT"/activity_type"
  "activity_reason"Activation"/activity_reason"
  "activity_date"02/16/2004"/activity_date"
 "/activation"
 "activation"
  "provider"PID"/provider"
  "g2b_affiliate_reference"123456789"/g2b_affiliate_reference"
  "tracking_number"105300"/tracking_number"
  "line_item"3"/line_item"
  "provider_account_number"122223334"/provider_account_number"
  "activity_type"ACT"/activity_type"
  "activity_reason"Activation"/activity_reason"
  "activity_date"02/16/2004"/activity_date"
 "/activation"
 "/activityfile"

In the event there is not activity for a given time period, we expect the
following to be sent in the empty XML activity file:

"?XML version="1.0" encoding="UTF-8"
?" "activityfile" "/activityfile"

2.0 Method of Connectivity

-  ProviderName must supply the data directly to Circuit City through XML.

-  The preferred method of transport with Circuit City initiating the transfer
   is as follows: 1) HTTPS, 2)FTP with PGP encryption or 3) SMTP with PGP
   encryption.

3.0 Invoicing

-  ProviderName will supply Circuit City with the following address and contact
   information for the purpose of billing and correspondence relative to the
   receivable. (Report this on the accompanying spreadsheet.)

-  ProviderName will receive one invoice for Broadband and will provide a
   payment file for Video Services.


<TABLE>
<CAPTION>
CATEGORY                                INFORMATION REQUESTED
--------                                ---------------------
<S>                                     <C>
General Information                     Company Name (legal)

Address Information                     Street Address
                                        Address line 2
                                        City
                                        State
                                        Zip

Contacts -- may have as many as         Name
needed, 1 bill to contact requested     Title
                                        Email
                                        Role (Payables, Sales,
                                           Management, IT, Bill to, etc.)
                                        Phone Number
                                        Extension
                                        Fax
                                        Pager
                                        Cell
                                        Preferred Communication (Fax,
                                           phone, email, mail, page)
                                        Name to appear in ATTN line of
                                           invoice (select 1)
                                        Name to appear in ATTN line of
                                           stmts, letters (select 1)
Payment information                     Payment Method (check, ACH, wire)
                                        Payment Timing (inv due date, 5 days
                                        after the receipt of inv, etc.)
</Table>


* Circuit City will send a monthly paper invoice summary, "Summary Invoice," for
  the previous month's transactions per the contract terms. This invoice will be
  based on information from the "Partner Activity File." Any discrepancies with
  the invoice amount should be communicated to Circuit City and detail
  information can be provided as needed to resolve these issues.


     - Summary Invoice (Paper)

                                    INVOICE

<TABLE>
<Caption>
PLEASE REMIT TO:                        PAGE:               1
<S>                                     <C>                 <C>
  Corporate Merchant Receivables        Invoice No:         CBB00000010
  Circuit City Stores, Inc.             Invoice Date:       06/27/2001
  Attn: Merchant Receivables            Customer Number:    ABC
  9954 Mayland Dr.                      Payment Terms:      M30
  DR3, 6th Floor                        Due Date:           07/30,2001
  Richmond, VA 23233

                                        AMOUNT DUE:         $22,000.00

CUSTOMER:
  ABC Company
  17th Floor, Suite 1701
  Downtown Building
  2401 D Street
  Washington, DC 20202
</TABLE>

For billing questions, please call 804/527-4000

<TABLE>
<Caption>
-----------------------------------------------------------------------------
IDENTIFIER                     QUANTITY     UNIT AMT       NET AMOUNT
-----------------------------------------------------------------------------
<S>           <C>              <C>          <C>            <C>
Plan 1        Activations       150          100.00         15,000.00
Plan 1        Chargebacks       (10)         100.00         (1,000.00)
Plan 3        Activations        82          100.00         8,200.000
Plan 3        Chargebacks        (2)         100.00           (200.00)


                            TOTAL AMOUNT DUE:              $22,000.00



-----------------------------------------------------------------------------
STND                                                         ORIGINAL
</TABLE>




    - Invoice Detail File (.csv)

This information will be provided by Circuit City on an as requested basis for
discrepancies in summary totals.

<TABLE>
<Caption>
                             DATA         MAX         DEFAULT VALUE, FORMAT,
ATTRIBUTE                    TYPE       LENGTH        FORMULA, COMMENTS
-----------------------------------------------------------------------------
<S>                          <C>        <C>        <C>
Business Unit                Char            5     CCSBB for Broadband and
                                                   CCSDV for Video
-----------------------------------------------------------------------------
Customer id                  Char            3     Provider ID (PID)
-----------------------------------------------------------------------------
Consolidated Invoice #       Char           13     CCS Monthly Inv #
-----------------------------------------------------------------------------
Invoice Date                 Date           10     Date Invoice is created
-----------------------------------------------------------------------------
Due Date                     Date           10     Date Pmt is due
-----------------------------------------------------------------------------
Invoice #                    Char           12     CCS Billing System unique
                                                   ID by transaction
-----------------------------------------------------------------------------
Tracking Number              Char           30     Unique number assigned to
                                                   identify the customer
-----------------------------------------------------------------------------
Activation Date              Date           10     Activation Date
-----------------------------------------------------------------------------
DPS number                   Char           12     CCS DPS ticket #
-----------------------------------------------------------------------------
Store Number                 Char            4     must be 4
-----------------------------------------------------------------------------
Customer last name           Char           25     Broadband customer
-----------------------------------------------------------------------------
Transaction date             Date           10     In store transaction date
-----------------------------------------------------------------------------
Identifier                   Char           18     Plan ID
-----------------------------------------------------------------------------
Quantity                     Decimal      11.4     Will be 1
-----------------------------------------------------------------------------
Unit amount                  Decimal      11.4     Bounty per transaction
-----------------------------------------------------------------------------
Gross Amount                 decimal      12.2     Unit Amount x Quantity
-----------------------------------------------------------------------------
</TABLE>



4.0 Payment File

- ProviderName will provide a payment file to Circuit City for the prior
  months activations. This is required for Video due to the tiered bounty
  structure. Payment will be timed in accordance with the contract terms.

- Payment File

The payment file will be sent in the following format.

<TABLE>
<Caption>
-----------------------------------------------------------------------------
ATTRIBUTE                    DESCRIPTION        DATA TYPE         MAX LENGTH
-----------------------------------------------------------------------------
<S>                          <C>                <C>               <C>
Business Unit                                      Char               5
-----------------------------------------------------------------------------
Bank                                               Char               4
-----------------------------------------------------------------------------
Bank Code                                          Char               3
-----------------------------------------------------------------------------
ProviderName ID              Provider ID           Char               3
-----------------------------------------------------------------------------
</TABLE>


<TABLE>
<Caption>
-----------------------------------------------------------------------------
DEPOSIT DATE                                               DATE        10
-----------------------------------------------------------------------------
<S>                 <C>                                    <C>         <C>
Check #             Paper check number of ACH or wire        Char      10
                    reference number
-----------------------------------------------------------------------------
Check Dt            Date of check, ACH or wire               Date      10
-----------------------------------------------------------------------------
Check Amt           Amount of check, ACH or wire             Decimal   12.2
-----------------------------------------------------------------------------
Tracking Number     Unique number assigned to identify       Char      15
                    the order
-----------------------------------------------------------------------------
Line Number         Unique number of identify the product    Char       6
                    on the order
-----------------------------------------------------------------------------
Payment Amount      The dollar amount applicable to this     Decimal   12.2
                    customer's receivable balance. Amount
                    is never negative but maps to activity
                    indicator.
-----------------------------------------------------------------------------
</TABLE>

The first row of each payment file should be the header row. The value for
items marked with an "X" will be provided by Accounting. Deposit date will
depend on method of payment:

     - If a check is mailed this date should be three days greater than the
       check date. If payment is made through an ACH deposit, this date
       should be one day greater than the ACH initiated date.

The Check Amount should be the sum of all lines included in the payment
file.

- Circuit City Stores, Inc. -- Sample Remittance File for ProviderName


<TABLE>
<Caption>
-------------------------------------------------------------------------------------------------------------
BUSINESS  BANK  BANK  PROVIDER  DEPOSIT   CHECK#     CHECK     CHECK    TRACKING            LINE     TRANS
UNIT            CODE            DATE                  DATE     AMOUNT   NUMBER             NUMBER    AMOUNT
-------------------------------------------------------------------------------------------------------------
<S>       <C>   <C>   <C>      <C>       <C>        <C>       <C>       <C>               <C>        <C>
CCSDV     FTU   XXXX   XXX     8/7/2003  199406371  8/4/2003  384.58    42843017545020000   003120     5.49
-------------------------------------------------------------------------------------------------------------
CCSDV     FTU   XXXX   XXX     8/7/2003  199406371  8/4/2003  384.58    42843017545020000   116534   199.48
-------------------------------------------------------------------------------------------------------------
CCSDV     FTU   XXXX   XXX     8/7/2003  199406371  8/4/2003  384.58    59651392754844000   229739   149.87
-------------------------------------------------------------------------------------------------------------
CCSDV     FTU   XXXX   XXX     8/7/2003  199406371  8/4/2003  384.58    48289184222826000   319723    19.87
-------------------------------------------------------------------------------------------------------------
CCSDV     FTU   XXXX   XXX     8/7/2003  199406371  8/4/2003  384.58    15914618410500000   331659     9.87
-------------------------------------------------------------------------------------------------------------
</TABLE>


5.0 Method and Frequency of Data Transmission

<TABLE>
<Caption>
-----------------------------------------------------------------------------
DATA              FROM       METHOD                        FREQUENCY
-----------------------------------------------------------------------------
<S>             <C>          <C>                          <C>
Activity File   Provider     Circuit City's order of      Daily or Weekly
                Name         preference:
                             1) HTTPS
                             2) FTP with PGP encryption
                             3) SMTP with PGP encryption
                             Method and Details to be
                             determined
-----------------------------------------------------------------------------
</TABLE>


<TABLE>
--------------------------------------------------------------------------------
<S>              <C>       <C>                      <C>
Summary Invoice  CCS       Paper, by mail           Monthly after final activity
                                                    file is processed
--------------------------------------------------------------------------------
Detail Invoice   CCS       .csv (comma separated)   Monthly, As requested by
File                       using the agreed upon    ProviderName for
                           method of transmission   discrepancies
--------------------------------------------------------------------------------
Payment File     Provider  .csv (comma separated)    Monthly, as needed
                 Name      using the agreed upon
                           method of transmission
--------------------------------------------------------------------------------
</TABLE>


TESTING

Requirements

     - Circuit City will send test results (files, reports) created to
       ProviderName for certification. Included will be the Summary Invoice and
       the Detail Invoice File as appropriate.

     - ProviderName will send test data to Circuit City in the form of the
       "Partner Activity File" and, if a reasonable expectation exists that
       an invoice will not be paid at 100%, the "Payment File."

Methodology

     - ProviderName and Circuit City will perform integration testing. This
       process will consist of:

          1) The successful exchange of agreed upon files

          2) Using the agreed upon method of transmission

          3) The successful processing of those files within the affected
             systems.

     - Upon completion of integration testing, Circuit City and ProviderName
       will participate in the end to end system testing. This testing will
       follow transactions from serviceability queries through to payment
       and/or cancellation.

Certification

     - The development teams of both parties will certify integration testing.

     - Certification for system testing will require the acceptance of the end
       users and Corporate Business Sponsors of the reconciliation process for
       both parties.





                 Clearwire/Circuit City Confidential Information

  Not to be disclosed without written permission of Clearwire and Circuit City




                                                                         Page 17


<PAGE>

                                         EXHIBIT F
                                    EQUIPMENT AGREEMENT

THIS EQUIPMENT AGREEMENT ("Agreement") is made a part of and is hereby
incorporated into the Co-Marketing Agreement (the "Co-Marketing Agreement")
between Circuit City Stores, Inc. and its affiliates, having its principal place
of business at 9950 Mayland Drive, Richmond, Virginia, USA, 23221("Circuit
City") and Clearwire LLC having its principal place of business at 5808 Lake
Washington Blvd. NE, Suite 300, Kirkland, WA 98033 ("Clearwire"), which became
effective on Sept. 6, 2006. This Agreement is intended to set forth the terms
and conditions under which Clearwire will provide certain equipment (set forth
on Attachment 1, as may be amended from time to time) (the "Equipment") to
Circuit City; Circuit City will then provide the Equipment to Subscribers, which
the Subscribers lease directly from Clearwire. Terms used in this Agreement, but
not defined in this Agreement, have the meaning given in the Co-Marketing
Agreement

With respect to Equipment, the following terms shall supplement the terms of the
Co-Marketing Agreement

1. RESERVATION OF RIGHTS AND TITLE. Title to the Equipment is at all times
reserved to Clearwire. Circuit City agrees to cooperate with Clearwire in
effecting the protections afforded under Sections 9-103(d), 9-109 (a)(4) and 9-
319 of the Uniform Commercial Code as adopted and in effect (or parallel
protections, if the Uniform Commercial Code is not in effect) in each state in
which such a filing is necessary to effect such protections, to the extent
applicable under this Agreement; provided, however, Circuit City makes no
representation or warranty that Clearwire's interests in the Equipment will be
"perfected" as that term is defined in Article 9 of the Uniform Commercial Code,
however Circuit City shall not encumber such equipment nor interfere with such
perfected interest. Circuit City agrees to execute UCC-1 financing statements or
such other form as may be appropriate for the relevant state, provided that
Clearwire shall be responsible for preparation of such financing statements and
for the filing of such financing statements and payment of all applicable filing
and preparation costs. The parties acknowledge that the transaction described in
this Agreement is not a "consignment" within the meaning of the Uniform
Commercial Code. Circuit City shall take delivery of the Equipment from
Clearwire from time to time in accordance with this Agreement. Circuit City may
only distribute Equipment to Subscribers in a Clearwire service area (which
shall be subject to a sale or lease arrangement directly between Clearwire and
the Subscriber). The price for the Equipment shall be determined by Clearwire
and shall be stated in the equipment lease agreement between Clearwire and the
Subscriber (the "Equipment Lease Agreement"). Circuit City may not sell the
Equipment

2. LEASE OF EQUIPMENT. In accordance with the terms of the Co-Marketing
Agreement, Circuit City will register Subscribers for the Services. As part of
the registration process, each Subscriber will enter into an Equipment Lease
Agreement between the Subscriber and Clearwire. The lease price of the Equipment
shall be determined by Clearwire, in its sole discretion. Upon completion of the
registration process, Circuit City will give the leased equipment to the
Subscriber. In order to track Equipment in Circuit City's possession, Circuit
City will assign a stock-keeping unit to the Equipment. The Equipment will show
a price tag of $300.00 but will net to $0.01 upon a Subscriber's registration
for the Services; the $0.01 "price" will not be charged to Subscribers and is
caused by a point of sale systems limitation that prohibits the processing of
free tickets.

3. INVOICES; PAYMENT; ALLOWANCES. All transactions (e.g., purchase orders and
invoices) shall be conducted via Electronic Data Interchange (EDI). At
appropriate intervals, as determined by Circuit City, Circuit City will issue a
purchase order to Clearwire requesting additional Equipment. Upon receipt of a
purchase order, Clearwire will ship the requested Equipment pursuant to the
Circuit City Vendor Supply Chain Agreement dated June 9, 2006 and submit a
corresponding invoice to Circuit City that contains quantity and stock-keeping
unit information. Notwithstanding the terms on any purchase order or any
invoice, Circuit City and Clearwire agree that the Equipment will be provided at
no cost to Circuit City, and at all times thereafter, Clearwire shall continue
to retain title to the Equipment. Notwithstanding any term in any agreement
entered into between Circuit City and Clearwire in the event of a recall of
Equipment Clearwire will use commercially reasonable efforts to satisfy any
purchase

                 Clearwire/Circuit City Confidential Information

  Not to be disclosed without written permission of Clearwire and Circuit City



                                                                         Page 18

<PAGE>

order issued by Circuit City, however Circuit City acknowledges and agrees that
complete fulfillment may not be possible and that in such instance Clearwire
shall not be in breach of any agreement for failure to completely satisfy any
purchase due to such circumstances. Circuit City shall ensure that its
merchandise receipt system automatically matches each invoice to the
corresponding Equipment delivery and purchase order issued by Circuit City. Any
discrepancies (e.g., shortages) identified by Circuit City will be reconciled
with Clearwire each month to assure that the parties agree to the correct
inventory of Equipment held by Circuit City. The parties will at this time make
any necessary corrections to their records concerning invoices and quantities.

4. INVENTORY AUDITS. Clearwire may audit Circuit City's distribution centers
pertaining solely to the subject matter of this Agreement no more than 1 times
per calendar quarter, provided that Circuit City shall be given seven (7) days
written notice, and further provided that the audit shall take place at Circuit
City's facilities during normal business hours. Costs of the audit shall be
borne by Clearwire, provided that if a five percent (5%) or greater discrepancy
is found in either amounts owed or Equipment inventory, Circuit City will
reimburse the reasonable and documented costs of such audit in addition to any
moneys owed.

5. TAXES. Because the Equipment is not being sold by Circuit City to the
Subscribers, Circuit City will NOT be responsible for the collection and
remittance of sales, use, or lease taxes to the proper taxing authorities;
Clearwire shall be solely responsible for any such collection and remittance of
sales, use or lease taxes to the proper taxing authorities. Clearwire will be
responsible for paying any personal property taxes relating to the Equipment in
Circuit City's possession; provided that the parties will cooperate to minimize
the amount of such personal property taxes. Furthermore, Clearwire agrees to
indemnify, defend and hold harmless Circuit City and its affiliates, and each of
their officers and directors against any penalty, additional tax or interest
that may be assessed or levied as a result of the failure to timely collect or
pay any tax, or to file any return, form or information statement that may be
required by any governmental agency. Provided, however, that Clearwire shall not
be obligated to indemnify Circuit City in the event that (i) Clearwire was not
timely notified of the claim or potential claim, and/or (ii) such claim arises
out Circuit City's process or procedures relating to the sale or accounting of
Equipment as set forth in Section 2. Circuit City shall not report the Equipment
as property of Circuit City. Each party shall be responsible for reporting its
own income derived from this Agreement and for payment of its own income taxes.

6. SHIPMENTS. Clearwire will ship the Equipment to Circuit City's designated
shipping address (e.g., distribution centers and/or stores) at Clearwire's risk
and expense. Clearwire shall be responsible for making shipping arrangements,
scheduling, tracking, proof of delivery, tracing, and obtaining insurance for
loss or damage while Equipment is in transit, and filing freight claims for loss
and/or damage. If expedited shipment becomes necessary, in the reasonable
opinion of both parties, due to the fault or delay of Clearwire, then Clearwire
shall pay the costs of such expedited shipments to either Circuit City's
distribution centers or via drop ships to Circuit City's stores, as requested by
Circuit City. If expedited shipment becomes necessary, in the reasonable opinion
of both parties, due to the fault or delay of Circuit City, then Clearwire
agrees to ship product, freight collect, to either Circuit City's distribution
centers, or stores via drop ship, as requested by Circuit City; Circuit City
shall then chargeback Clearwire the difference between the standard ground
shipping costs and the expedited shipping costs. The carrier (not Clearwire)
shall invoice Circuit City in this latter freight collect situation. Clearwire
agrees not to include freight charges on any invoices under any circumstances.

7. RETURN OF GOODS. Circuit City has 100% return rights with respect to the
Equipment, whether in cases of defectives, obsoletes, slow-moving Equipment,
upon termination or experation of this Agreement or the Co-Marketing Agreement,
or otherwise. Except as otherwise expressly set forth in this Agreement, Circuit
City agrees to arrange and pay for return shipments. Notwithstanding the
foregoing, Circuit City reserves the right to return, at Clearwire's expense,
any Equipment for which a claim is made that alleges that the Equipment (1)
infringes any alleged patent, design, trade name, trademark, copyright, right of
privacy, or any other tangible or intangible property rights, or (2) is not
manufactured, packaged and labeled in accordance with industry standards and/or
all applicable laws, ordinances, rules and regulations by governmental
departments, bodies and agencies governing and/or restricting the receipt and
sale of Equipment by the undersigned Circuit City, or (3) has caused injury to
person or property. In addition, Clearwire agrees to pay the cost of return
shipments of substantially defective product. Equipment that is defective (which
includes but is not limited to Equipment that is returned without the box, with
an opened box, or with a damaged box) shall be the responsibility of Clearwire,
and may be returned to

                 Clearwire/Circuit City Confidential Information

  Not to be disclosed without written permission of Clearwire and Circuit City




                                                                         Page 19

<PAGE>

Clearwire unless otherwise mutually agreed. In all cases, Clearwire agrees to
provide a return authorization ("RA") within 48 hours of request submitted to
Clearwire in accordance with Clearwire's procedures.

8. FURTHER OBLIGATIONS OF CIRCUIT CITY.

     a. Circuit City will pay Clearwire Three Hundred Dollars ($300.00) (the
"Agreed Cost') for each unit of Equipment of the type listed on Attachment 1
that is lost, stolen or damaged while in Circuit City's possession, less any
applicable discounts, allowances or other valid off set amounts. Notwithstanding
the foregoing, Circuit City agrees to use commercially reasonable efforts to
protect and preserve the Equipment that is in its care, custody or control,
wherever located. Circuit City further agrees to maintain all-risk property
insurance in an amount adequate to fully insure all Equipment in its care,
custody or control, wherever located, in an amount not less than $5 Million, and
will name Clearwire.

     b. Circuit City agrees to deliver to Subscribers, in accordance with
Clearwire's instructions and activation procedures, Equipment to be used by
Subscribers for their use of the Services. Circuit City may only offer Equipment
that is approved by Clearwire. Circuit City agrees to cooperate with Clearwire
in order to maintain a mutually agreed upon inventory of Equipment that is
sufficient, in, to meet reasonably anticipated demand by Subscribers that
Circuit City enrolls for the Services. From the time of delivery of the
Equipment to Circuit City's location until delivery to a Subscriber in
accordance with this Agreement, Circuit City will store all Equipment delivered
to Circuit City in a safe and secure location, all at Circuit City's expense.
Prior to delivery to a Subscriber in accordance with mutually agreed
authorization procedures, the Equipment may upon mutual agreement be upgraded or
otherwise modified by Clearwire. Upon Clearwire's reasonable demand, Circuit
City will ship all or any portion of the Equipment to Clearwire, at Clearwire's
expense; provided, however, Clearwire shall not pull any Equipment from Circuit
City for the purpose of supplying Equipment to another Clearwire reseller or
representative. Clearwire will have the right, from time to time, to sell,
lease, or otherwise dispose of, all or any potion of the Equipment to a third
party, at prices and on terms established by Clearwire in its sole discretion,
and Clearwire will have no obligation to share any proceeds from such sale with
Circuit City.

9. TERM; TERMINATION. The term of this Agreement shall commence on the Effective
Date, and shall continue until expiration or termination of the Co-Marketing
Agreement, and shall automatically renew on the same terms applicable to the
Co-Marketing Agreement. Termination shall not affect the parties' respective
outstanding obligations.

                 Clearwire/Circuit City Confidential Information

  Not to be disclosed without written permission of Clearwire and Circuit City

                                                                         Page 20

<PAGE>

ATTACHMENT-1 TO EQUIPMENT AGREEMENT

(Equipment to be leased to Members)

<TABLE>
<CAPTION>
DESCRIPTION OF EQUIPMENT       AGREED COST
------------------------       -----------
<S>                            <C>
SKU # RSU 2570-FV (LX Model)     $300.00
Product Description:
</TABLE>

                 Clearwire/Circuit City Confidential Information

  Not to be disclosed without written permission of Clearwire and Circuit City

                                                                         Page 21

<PAGE>

                                    EXHIBIT G

                                CLEARWIRE STORES

This Exhibit G sets forth the definition and management of Circuit City Stores
in which Circuit City is authorized and shall Market and sell the Services (the
"Selected Circuit City Stores"). Any Circuit City store located in a Clearwire
coverage area will become a Selected Circuit City Store. Initial launch will
include a minimum of 36 stores. Future Clearwire markets and subsequent new
Selected Circuit City Stores will be identified through a shared "Master Store
List" posted on a secure site accessible by both parties. Clearwire shall give
Circuit City at least sixty (60) days prior written notice of new market
availability and Circuit City shall market and sell the Services in such
markets.

                 Clearwire/Circuit City Confidential Information

  Not to be disclosed without written permission of Clearwire and Circuit City


                                                                         Page 22