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                                                                   EXHIBIT 10.40

                          SUBSCRIPTION SERVICE ADDENDUM

      THIS SUBSCRIPTION SERVICE ADDENDUM ("Addendum") TO THE VENDOR AGREEMENT,
dated 9-27-05 ("VA") is made effective as of 9-27-05 2005, by and between BEST
BUY STORES, L.P., a Virginia limited partnership, with offices at 7601 Penn
Avenue South, Richfield, Minnesota 55423 ("Dealer") and CLEARWIRE LLC, a Nevada
limited liability company, with offices at 5808 Lake Washington Blvd. NE, Suite
300, Kirkland, Washington 98033 ("Vendor"). Dealer and Vendor may each be
referred to herein as "Party" or together may be referred to as "Parties", as
appropriate.

                                    RECITALS:

      WHEREAS, Vendor is a provider of wireless broadband service and is duly
authorized by all applicable regulatory agencies to provide such services in its
service areas; and

      WHEREAS, Dealer is a nationwide specialty retailer of various products,
including without limitation consumer electronics, personal computers,
entertainment software, appliances, and internet connectivity and content
products and services; and

      WHEREAS, Vendor and Dealer each wish to enter into this Addendum to the
Agreement to provide for the Marketing and sale of Vendor Services through
Dealer's Sales Channels.

      NOW, THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Parties agree as follows.

1. DEFINITIONS:

1.1   ACTIVATION OR ACTIVATED: Means Vendor's initiation of Services in
      Equipment that is owned or leased by a Member.

1.2   ACTIVATION COMMISSION: Activation Commission shall have the meaning
      described in Exhibit C.

1.3   AFFILIATE: Affiliate of a Party shall mean an entity that directly or
      indirectly controls, is controlled by, or is under common control
      with such Party.

1.4   ADDENDUM: Addendum shall mean this Subscription Service Addendum,
      including the Exhibits attached hereto and any amendment, addendum,
      Exhibit or schedule later executed by authorized representatives of the
      Parties.

1.5   COMPETITORS: Competitors, with respect to Dealer's competitors, shall mean
      any physical or on-line retailer selling Vendor services similar to those
      offered through the Sales Channels, including Vendor and its Affiliates.

1.6   CONFIDENTIAL INFORMATION: Confidential Information shall have the meaning
      described in Section 13 of the VA.

1.7   CURRENT SERVICES: Current Services shall mean those broadband wireless
      services provided by Vendor to its customers that Dealer may Market
      through the Sales Channels, with mutually agreed upon Activation
      Commissions or other compensation arrangements, as set forth in Exhibit C.

1.8   CUSTOMER DATA: Customer Data shall have the meaning described in Section
      10.

1.9   DEALER MARKS: Dealer Marks shall mean trademarks, service marks, trade
      names, logos and other brand marks and names used by Dealer for purposes
      of identifying itself.

1.10  EQUIPMENT: Means the Vendor-approved communications equipment needed by a
      Member to use the Services.

1.11  FUTURE SERVICES: Future Services shall mean services offered by Vendor,
      either now or in the future, other than those Current Services identified
      in Exhibit C.

1.12  MARKET: Market (and all other forms of the word, such as "Marketing")
      shall mean promoting the sale of the Services through efforts within the
      Sales Channels, and marketing efforts through advertising and other means,
      in an effort to sell the Services.

1.13  MARKS: Marks shall mean collectively the Vendor Marks and the Dealer
      Marks.

1.14  MEMBER: Member shall mean those consumers who initiate a transaction and
      subscribe as a customer of Vendor for a Current Service through a Sales
      Channel in accordance with the Vendor requirements described on Exhibit F.
      A Member shall continue to be a Member for so long as the Member continues
      to subscribe to the

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


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      Service. Any Current Service reinstated by a former Member within thirty
      (30) days after interruption in such Current Service, which is reinstated
      either through a Sales Channel or a sales channel internal to Vendor,
      shall result in such person continuing to be a Member.

1.15  PUBLISHED RATES: The rates that Vendor publishes in its rate plan
      brochures, or other Vendor documentation, as revised from time to time.

1.16  SALES CHANNELS: Sales Channels shall mean Selected Dealer Stores and other
      channels through which the Parties agree to Market and sell the Current
      Services, including (a) the Selected Dealer Stores, (b) BestBuy.com and
      other Dealer Affiliates, and (c) a "1-800" number to be designated by the
      Parties for Members and potential Members. The Parties do not intend to
      use the channels described in clauses (b) and (c) of this Section 1.16
      until they execute a separate agreement with respect to those channels.

1.17  SELECTED DEALER STORES: Selected Dealer Stores are the retail stores of
      Dealer listed on Exhibit A.

1.18  SERVICES: Services shall mean the Current Services and Value Added
      Enhancements.

1.19  TERM: Term shall have the meaning described in Section 6.1.

1.20  VALUE ADDED ENHANCEMENTS: Value Added Enhancements shall mean those
      enhancements to Current Services mutually agreed upon by the Parties and
      developed by Vendor.

1.21  VENDOR MARKS: Vendor Marks shall mean any and all trademarks, service
      marks, trade names, designs, logos and other brand marks, names and
      insignia owned or used by Vendor or its Affiliates in connection with
      identifying themselves, their products, their business units or otherwise.

2. CHANNEL CONTROL; CUSTOMER PROTECTION.

2.1 NO INDUCEMENT TO CANCEL. In consideration and recognition of (1) Vendor's
grant to Dealer of the right to use the Vendor Marks on the terms stated in this
Addendum and the great value of the goodwill associated with Dealer's ability to
use the Marks, which rights and value are not available to distributors
generally, (2) the right of Dealer to advertise affiliation with Vendor as an
authorized representative of Vendor, (3) the value of specialized, technical
knowledge of the broadband wireless industry, and of the Equipment and the
Services, imparted by Vendor to Dealer from time to time, and (4) Dealer's
access to Vendor's Confidential Information and trade secret information on the
terms stated in this Addendum, Dealer will not (and Dealer will not permit its
officers, directors, key employees, principals, any Sub-Representative, any
Affiliate of Dealer or any Person owning a controlling interest in Dealer or an
Affiliate of Dealer to), during the Term of this Addendum, and for a period of
two years thereafter, produce, publish, or make available, advertising or
marketing materials specifically targeting Members suggesting or inducing them
to cancel their Service and purchase wireless broadband services from a provider
other than Vendor. Notwithstanding the foregoing, nothing contained herein is
intended to limit or restrict Dealer's general marketing and advertising.

2.2 NO OTHER USE OF VENDOR TECHNOLOGY. During the Term of this Addendum, Dealer
will not, through any Sales Channel (including, but not limited to, Selected
Dealer Stores, as updated from time to time), sell any wireless broadband
services or equipment that include, incorporate or rely upon any Vendor
Equipment, Marks, intellectual property or Services, except for sales of the
Services to Members in accordance with the terms of this Addendum.

3. NO MINIMUM COMMITMENT. Despite anything to the contrary contained in this
Addendum, nothing in this Addendum shall be construed to provide that any
minimum amount of the Current Services, Future Services, Value Added
Enhancements, or Welcome Kits shall be Marketed or sold through the Sales
Channels.

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4. DUTIES AND RESPONSIBILITIES OF PARTIES.

4.1     Marketing, Pricing and Sale of the Current Services.

4.1.1   MARKETING. Dealer shall offer and Market the Services in the Sales
        Channels pursuant to the terms of this Addendum, and Vendor shall
        provide the Services as set forth in this Addendum. Dealer will use
        commercially reasonable efforts to promote and sell the Services
        consistent with Dealer's internal sales, marketing and merchandising
        plans as may be amended from time to time, and consistent with the
        requirements of Section 9.1. Dealer has the right to establish and
        customize, at its discretion, Marketing efforts related to the Services,
        provided that Dealer complies with its obligations under this Addendum.

4.1.2   MARKET MAKER CAMPAIGN. Dealer will use its commercially reasonable
        efforts (consistent with the requirements of Section 9.1) during the
        Term of this Addendum to initiate, promote and manage the "Dealer Market
        Maker Campaign" more specifically described on the attached Exhibit B
        and incorporated herein by this reference. The fees or payments related
        to the Dealer Market Maker Campaign are described in Exhibit C attached
        hereto.

4.1.3   Reserved.

4.1.4   CUSTOMER SERVICES. Dealer will direct all Members who request
        troubleshooting assistance, or assistance with Activation or warranty
        issues, or who have problems with the Equipment, to make contact with
        Vendor's customer service department either through appropriate links at
        www.clearwire.com or by calling Vendor at its toll-free number.

4.1.5   COMPLIANCE WITH POLICIES; ACCESS. Dealer agrees to maintain operations
        and follow procedures that are in substantial compliance with the
        policies and requirements specified on Exhibit F. Subject to a separate
        written agreement and associated processes and guidelines, Dealer will
        allow Vendor reasonable access to Selected Dealer Stores.

4.1.6   Reserved.

4.1.7   Reserved.

4.1.8   Reserved.

4.1.9   Reserved.

4.1.10  DEALER CODES. Dealer agrees that it will not allow any other Person to
        use its Dealer code(s) or other identifying numbers provided by Vendor.

4.1.11  STANDARD OF CONDUCT. Dealer will conduct any and all activities in
        connection with this Addendum in compliance with all applicable laws and
        regulations, consistent with the highest standards of fair trade, fair
        competition and business ethics. Further, Dealer will represent the
        Services fairly and make no false or misleading representations
        regarding the Services, and will not engage in any illegal, deceptive,
        misleading, unethical or improper acts in performing its duties under
        the Agreement.

4.1.12  NOTICE OF EVENTS. Dealer will notify Vendor in writing immediately upon
        the occurrence of any of the following events that arise in connection
        with or related to Vendor, the Services or the Equipment:

        (1) suit or proceeding initiated against Dealer;

        (2) written claim or demand; and

        (3) any investigation of Dealer by any governmental authority.

4.1.13  USE OF VENDOR MARKS. Dealer will use Vendor's Marks in accordance with
        the terms, conditions and guidelines set forth on Exhibit D attached
        hereto.

4.1.14  VENDOR PROMOTION. Vendor may (i) promote Dealer's Marketing of the
        Current Services and the sale of the Current Services and the Equipment
        and Value Added Enhancements, and (ii) support Dealer's branding efforts
        via Vendor's agreed upon marketing channels.

4.1.15  PRICING FOR SERVICES. Prices paid by Members for the Services shall not
        be greater than the prices paid by subscribers to the Current Services
        through any Dealer Competitor, other than prices paid by employees

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        of Vendor or its Affiliates or employees of Vendor's marketing or
        distribution partners. The parties acknowledge that Service pricing may
        vary geographically and that the foregoing parity language is not
        intended to reflect or require a national standard. Vendor shall use
        commercially reasonable efforts to notify Dealer of any changes in
        prices at least sixty (60) days prior to the effective date of the
        change; provided however that failure to provide such notice despite
        reasonable efforts shall not constitute a breach of this Addendum. In no
        event, however, will such notice be less than the notice provided by
        Vendor to any Dealer Competitor. Notwithstanding the above, the Parties
        agree that Vendor sets the prices for Services in its sole and absolute
        discretion. Dealer shall not vary the Published Rates or any terms of
        the Services.

4.1.16  SERVICE AVAILABILITY DATABASE. Vendor will provide access to Vendor's
        service availability database to assist Dealer with the registration of
        Members. The sale of the Current Service will occur through Vendor and
        be finalized by Vendor. Vendor shall have the sole right in its
        discretion to reject the enrollment of any customer submitted by Dealer
        to Vendor for the Current Services. No contract between Vendor and a
        customer shall exist until the customer is accepted and approved by
        Vendor, and a Current Service is Activated.

4.1.17  INVENTORY. Dealer will make commercially reasonable efforts to maintain
        an inventory of Equipment sufficient to meet reasonable, anticipated
        demand from Members.

4.1.18  FUTURE SERVICES. The Parties anticipate that Future Services may become
        available for Marketing after the date of this Addendum and that such
        Future Services, and the compensation related to those Future Services,
        may become part of this Addendum. Vendor will notify Dealer of any
        changes in such prices at least sixty (60) days prior to the commercial
        launch of such Future Service provided however that failure to provide
        such notice despite reasonable efforts shall not constitute a breach of
        this Addendum. Exhibit C shall be amended from time to time to include
        any Future Service that is re-designated as a Current Service under this
        Addendum and the agreed upon compensation arrangements related thereto.

4.1.19  BILLING, INSTALLATION, SERVICE AND SUPPORT. Vendor will be responsible
        for billing Members for the Services and collecting payment for the
        Services from the Members as it determines in its sole discretion.
        Dealer will refer billing and service questions regarding the Current
        Services to Vendor. Dealer shall have no right or obligation to bill or
        collect from a Member any money or charges for Services, unless
        otherwise agreed to in writing by the Parties. Vendor shall also be
        responsible for providing the installation, service and support of the
        Services. Upon Activation of a particular Member in accordance with
        Vendor's Activation procedures, such Member will become a customer of
        Vendor and Dealer shall have no responsibility with respect to billing
        or provision of Service.

4.1.20  VALUE ADDED ENHANCEMENTS. From time-to-time, Vendor and Dealer shall
        discuss and may mutually agree upon Value Added Enhancements to be
        bundled with the Current Services or offered separately by Dealer
        through the Sales Channels.

4.1.21  SERVICE INFORMATION AND TRAINING. Vendor shall provide to Dealer
        information that is accurate and updated in a timely manner about
        Services' features, functionality, and offers and promotions including
        accurate descriptions of the Current Service price plan options and the
        benefits of such offers, plans or promotions, for Dealer to use as it
        Markets the Services to interested customers. In addition, Vendor shall
        provide Dealer with prior written notice at least *** before there are
        any changes in Service features, pricing, promotions, offers, service
        and support packages or technology and such notice shall describe the
        changes, provided however that failure to provide such notice despite
        reasonable efforts shall not constitute a breach of this Addendum.
        Vendor will also provide Dealer, at no charge, with an adequate number
        of copies of any necessary training and product information brochures
        and will assist with the training of Dealer personnel on Dealer's
        premises, at no charge, as mutually agreed, in order that Dealer's sales
        force will be adequately knowledgeable about the Services.

4.1.22  VENDOR GUIDELINES. Vendor will use commercially reasonable efforts to
        comply, to the extent permitted under applicable regulatory
        requirements, with Dealer's vendor, reporting and information system
        requirements, specification and guidelines in accordance with the
        provisions of Exhibits F and G.

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5. COMPENSATION

5.1   PAYMENT. Vendor agrees to pay Dealer the Activation Commissions in the
      amounts and at the times described in Exhibit C.

5.2   OTHER DISTRIBUTORS. Dealer acknowledges that the compensation paid by
      Vendor and other terms and conditions applicable to adding Members to
      Vendor's Services may vary among representatives and other distributors of
      Vendor's Services in Vendor's sole discretion. Dealer agrees that it will
      have no claim against Vendor as a result of any such variation.

5.3   LATE FEES; OFFSETS. If Vendor fails to make any required payment within
      thirty days following the due date, except to the extent such payment is
      disputed by Vendor in good faith, with written notice of the dispute to
      Dealer, it will pay to Dealer a late fee equal to the lesser of 1% of the
      amount of the delinquent payment (including unpaid late fees), or the
      highest amount allowed by law, for each month such payment is not made.
      The Parties further agree that, regardless of whether this Addendum is in
      effect or not, any past due monies owed by one Parry to the other under
      this Addendum, may be offset against other amounts due to the paying
      Party.

6. TERM, TERMINATION AND DEFAULT.

6.1   TERM. This Addendum shall commence on the date hereof and shall continue
      for three (3) years ("Initial Term"). After the Initial Term, this
      Addendum shall automatically renew for up to two (2) successive one (1)
      year terms ("Renewal Term"), unless terminated by either Party upon
      written notice provided at least ninety (90) days days prior to the
      expiration of the Initial Term or any Renewal Term. The Initial Term and
      Renewal Term(s) may be collectively referred to herein as the "Term."
      Vendor's obligations to make Activation Commission and Residual Payments
      (as described in Exhibit C) to Dealer shall survive any expiration or
      termination of this Addendum only as provided in Exhibit C.
      Notwithstanding the foregoing, termination of the Vendor Agreement between
      the parties shall constitute termination of this Addendum.

6.2   EVENT OF DEFAULT. In the event that any of the following (hereinafter
      referred to as an "Event of Default") occurs:

6.2.1 either Party, at any time, fails to perform any of their respective
      "material obligations" set forth in this Addendum; or

6.2.2 a receiver of any property of either Party shall be appointed in any
      action, suit or proceeding by or against such Party;

then upon the occurrence of such Event of Default the non-defaulting Party may
give written notice of such Event of Default to the Defaulting Party who shall
have thirty (30) days to cure such Event of Default. If such breach is not cured
within 30 days of the Defaulting Party's receipt of written notice adequately
describing such breach, then the non-defaulting Party may immediately terminate
this Addendum upon notice but without further obligation and without incurring
any liability for such termination. For purposes of this Section 6.2, and for
purposes of clarification and not of limitation, Dealer's obligation set forth
in Sections 4.1.1 and 4.1.2 shall be considered "material obligations."

7. SURVIVAL. The provisions of Sections 1, 2, 4, 5, 6, 7, 8, 9, 10, 11, 12, 18,
   Exhibit C, and those other provisions that by their nature are intended to
   survive, shall survive any termination or expiration of this Addendum.

8. PROPRIETARY RIGHTS.

8.1   OWNERSHIP. All rights, title and interests in the Vendor Marks and other
      intellectual property rights of Vendor are and shall remain the property
      of Vendor. All rights, title and interests in the Dealer Marks and other
      intellectual property rights of Dealer are and shall remain the property
      of Dealer.

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8.2   LICENSE FOR VENDOR MARKS. Vendor grants Dealer a non-exclusive, royalty
      free, revocable license to use, copy, affix, reproduce and display, during
      the Term of this Addendum, only those Vendor Marks identified in writing
      by Vendor to Dealer for use in connection with the performance of Dealer's
      obligations under this Addendum; provided, however, that such use is
      subject to written approval by Vendor and in compliance with Vendor's
      rules and procedures relating to the Vendor Marks as described and
      attached as Exhibit D. In the event Vendor's rules and procedures are
      changed and Dealer has existing Marketing ads and other such collateral in
      use, Vendor will use commercially reasonable efforts to provide Dealer
      with ninety (90) days notice of such changes. Vendor will provide Dealer
      with an account manager that will serve as Dealer's single point of
      contact for all questions regarding the use of Vendor's Marks. In no event
      will Dealer be required to obtain written approval for advertising
      materials.

8.3   LICENSE FOR DEALER MARKS. Dealer grants Vendor a non-exclusive, royalty
      free, revocable license to use, copy, affix, reproduce and display, during
      the Term of this Addendum, any and all of the Dealer Marks in connection
      with the performance of Vendor's obligations under this Addendum;
      provided, however, that such use is in compliance with Dealer's rules and
      procedures relating to the Dealer Marks as outlined on Dealer's extranet
      site www.extendingtbereach.com.

8.4   CHALLENGES. Dealer will not challenge the title or any rights of Vendor
      (or other owners of the Marks) in and to the Marks either during the Term
      of this Addendum or thereafter.

8.5   PROTECTION OF MARKS. Dealer agrees to assist Vendor at Vendor's request,
      and Vendor agrees to reimburse Dealer for all associated reasonable and
      necessary costs incurred by Dealer at Vendor's request in connection with
      this Addendum, to protect Vendor's rights to the Marks. Vendor, if it so
      desires, may commence or prosecute any claims or suits in its own name or
      in the name of Dealer or join Dealer as a party to this Addendum for such
      purposes. When known by Dealer, Dealer will promptly notify Vendor in
      writing of any infringements or imitations by others of the Marks. Vendor
      will have the sole right to determine whether any action will be taken on
      account of any such infringements or imitations. Dealer will not institute
      any suit or take any action on account of any such infringements or
      imitations without first obtaining the written consent of Vendor.

9. MUTUAL OBLIGATIONS.

9.1 STANDARD OF CARE. In connection with the performance by the Parties of their
respective obligations under this Addendum, each Party shall employ a standard
of care, skill, and diligence consistent with the highest professional standards
practiced in the Parties' respective industries. Each Party's personnel shall
adhere to the highest standards of honesty, integrity, fair dealing and ethical
conduct in all dealings under this Addendum or related to the Marketing, sale,
service and support of the Current Services program provided hereunder. Each
Party's personnel, delegates and subcontractors shall be courteous, respectful,
and professional with customers, employees, and suppliers.

9.2 LICENSES AND PERMITS. Each Party shall, at its sole cost and expense, have
the sole responsibility to (i) obtain all applicable licenses, permits and other
authorizations necessary to perform its obligations under this Addendum and (ii)
ensure that all aspects of the Services provided by either Party to Dealer's
customers or to Members under this Addendum, and the obligations of each Party
under this Addendum, are performed in compliance with all applicable laws,
ordinances, rules and regulations.

9.3 RIGHT TO AN AUDIT. Either Party shall, within *** of the written request of
the other Party, provide to the requesting Party an accounting of sales of
Current Services to Members during the Term of this Addendum. Throughout the
Term of this Addendum and for a period of two years following its termination,
each Party shall also have the right to inspect, audit and copy the other
Party's books and records directly relating to the sale of the Current Services
to Members upon thirty (30) days prior written notice at the sole cost of the
party conducting or representing the audit and not more than twice in any 12
month period. The audited Party will use commercially reasonable efforts to
cooperate with the auditing party or their representatives performing such audit
and shall give them full access to all of their books and records directly
related to sale of the Services to Members. In the event that such Audit reveals

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an underpayment greater than 5% the underpaying party agrees to pay for the
reasonable costs of the audit in addition to making appropriate payment to
address the underpayment.

9.4 RECONCILIATION: Dealer and Vendor agree that it is to the best interest of
both Parties to follow a timely and periodic reconciliation process to determine
any compensation disputes and secure resolution. Vendor agrees to respond to
Dealer compensation disputes within 30 days, including the result and Vendor's
reasons. Should Vendor be unable to comply with the 30-day response period, it
will inform Dealer as to the reasons and also a revised date upon which the
results can be expected. This Section 9.4 is not intended to supersede any other
post audit rights currently in existence.

10. CUSTOMER DATA.

10.1 DEFINITION OF "CUSTOMER DATA". "Customer Data" shall mean the following
customer information obtained by the Parties in connection with the sale of the
Services pursuant to this Addendum:

10.1.1  Individual Member information collected by Dealer through its in-store
        kiosks, website(s) or at the time of sale or lease of Equipment or
        registration or sale of a Current Service related to Vendor products,
        services and subscriptions.

10.1.2  Individual Member information collected by Vendor at customer
        enrollment, registration, installation or service and support of a
        Current Service.

Customer Data shall not include any information about Members that either Party
possesses independent of the other Party or is obtained by either Party from a
source besides the other Party.

10.2 OWNERSHIP AND USE OF CUSTOMER DATA.

10.2.1  During and after the Term of this Addendum, Dealer shall have and
        retain ownership of Customer Data described in Section 10.1.1 above
        and Vendor shall have and retain ownership of Customer Data described in
        Section 10.1.2.

10.2.2  Each Party agrees that it shall not use any Customer Data in a way that
        is inconsistent with its privacy policies or legal obligations.

10.3 SHARING OF CUSTOMER DATA. Subject to applicable law, each Party agrees to
provide the other with Customer Data obtained from or about Members as may be
reasonably requested from time to time by a Party solely for purposes of
confirming compliance with a Party's obligations described this Addendum.

11. REPRESENTATIONS AND WARRANTIES.

11.1 REPRESENTATIONS AND WARRANTIES OF VENDOR. Vendor represents, warrants and
covenants to Dealer as follows:

11.1.1  Vendor, through itself or its Affiliates, has the authority to enter
        into and perform its obligations under this Addendum and the person(s)
        signing this Addendum on behalf of it are authorized to execute this
        Addendum and bind Vendor.

11.1.2  Vendor, through itself or its Affiliates, is the sole owner of or has
        the authority to use, license and sub-license all proprietary rights in
        and relating to the Vendor Marks, including all copyright, trademark,
        service mark, trade secret and other intellectual property rights, and
        the use by Dealer of the Vendor Marks in compliance with this Addendum
        will not infringe on or otherwise interfere with the rights of any third
        party.

11.1.3  Vendor, through itself or its Affiliates, has all applicable licenses,
        permits and other authorizations necessary to perform its obligations
        under this Addendum and sell the Services and its performance of its
        obligations under this Addendum (whether through itself, its employees,
        representatives, designees, agents or any other person or entity
        performing Vendor's obligations) shall at all times be in compliance
        with all applicable laws, ordinances, rules and regulations and shall
        not infringe on any right of any third party.

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11.2    REPRESENTATIONS AND WARRANTIES OF DEALER. Dealer represents warrants and
        covenants to Vendor as follows:

11.2.1. Dealer, through its Affiliates, has the authority to enter into and
        perform its obligations under this Addendum and the person(s) signing
        this Addendum on behalf of it are authorized to execute this Addendum
        and bind Dealer.

11.2.2. Dealer is the sole owner of or has the authority to use, license and
        sublicense all proprietary rights in and relating to the Dealer Marks,
        including all copyright, trademark, service mark, trade secret and other
        intellectual property rights and the use by Vendor of the Dealer Marks
        in compliance with this Addendum will not infringe on or otherwise
        interfere with the rights of any third party.

11.2.3. Dealer, through its Affiliates, has all applicable licenses, permits and
        other authorizations necessary to perform its obligations under this
        Addendum and its performance of its obligations under this Addendum
        (whether through itself, its employees, representatives, designees,
        agents or any other person or entity performing Dealer's obligations)
        shall at all times be in compliance with all applicable laws,
        ordinances, rules and regulations and shall not infringe on any right of
        any third party.

12.     INDEMNIFICATION. In addition to the indemnity obligations contained in
        the Agreement the Parties agree as follows:

12.1 VENDOR'S INDEMNIFICATION. Vendor shall indemnify, defend and hold harmless,
Dealer, its Affiliates and its and their respective officers, directors,
employees and agents from and against any and all losses, costs, obligations,
liabilities, damages, actions, suits, causes of action, claims, subpoenas
demands, settlements, judgments, and other expenses, (including but not limited
to cost of defense, settlement, and reasonable attorney's fees) of whatever type
or nature, including, but not limited to, damage or destruction to property,
injury (including death) to any person or persons, which are asserted against,
incurred, imposed upon or suffered by Dealer by reason of, or arising from (1)
performance or the failure of Vendor (or any of its officers, directors,
employees, agents, delegates or subcontractors) to perform under the terms of
this Addendum, (2) the breach of this Addendum by Vendor (or any of its
officers, directors, employees, agents, delegates or subcontractors), (3) the
violation of any law, rule, regulation or authority by Vendor (or any of its
officers, directors, employees, agents, delegates and subcontractors), and (4)
the acts or omissions of Vendor (or any of its officers, directors, employees,
agents, delegates and subcontractors) relating to the scope of the Addendum,
including but not limited to claims relating to alleged infringement by Vendor
or its Affiliates of third party patent, copyright, trademark or other
proprietary rights.

12.2 DEALER'S INDEMNIFICATION. Dealer shall indemnify, defend and hold harmless,
Vendor, its Affiliates and their respective officers, directors, managers,
employees and agents from and against any and all losses, costs, obligations,
liabilities, damages, actions, suits, causes of action, claims, subpoenas
demands, settlements, judgments, and other expenses, (including but not limited
to cost of defense, settlement, and reasonable attorney's fees) of whatever type
or nature, including, but not limited to, damage or destruction to property,
injury (including death) to any person or persons, which are asserted against,
incurred, imposed upon or suffered by Vendor by reason of, or arising from (1)
performance or the failure of Dealer (or any of its officers, directors,
employees, agents, delegates or subcontractors) to perform under the terms of
this Addendum, (2) the breach of this Addendum by Dealer (or any of its
officers, directors, employees, agents, delegates or subcontractors), (3) the
violation of any law, rule, regulation or authority by Dealer (or any of its
officers, directors, employees, agents, delegates and subcontractors), and (4)
the acts or omissions of Dealer (or any of its officers, directors, employees,
agents, delegates and subcontractors) relating to the scope of the Addendum,
including but not limited to claims relating to alleged infringement by Dealer
or its Affiliates of third party patent, copyright, trademark or other
proprietary rights.

12.3 WAIVER OF DAMAGES. Dealer and Vendor mutually agree that except in the case
of gross negligence, willful misconduct, breach of confidentiality,
Indemnification, or infringement by one party of the other party's intellectual
property, neither party will have any liability to the other party for any
punitive, special, consequential, incidental, or indirect damages, or lost
profits or revenues arising from or relating to this Addendum, the Services, or
the Equipment, even if advised of the possibility of such damages.

13.     WAIVER OF LIENS. The Parties hereby waive and relinquish any and all
        materialman's, mechanics, workman's and other liens, statutory or
        otherwise, upon the property of the other Party's customer.

Subscription Service Addendum Final 100305

                                  Page 8 of 19

<PAGE>

14.     PRESS RELEASES. Either Party may, in its sole discretion, issue an
        initial separate or joint press release relating to this Addendum,
        provided that the releasing Party must obtain the prior written approval
        of the non-releasing Party. Either Party may use the name of such other
        Party in a press release or public announcement(s) relating to the
        rights and obligations set forth in this Addendum and/or the
        relationship established by this Addendum; provided that neither Party
        shall issue any such press release or make any such public
        announcement(s), except for general statements in a Party's marketing
        material identifying that a Vendor/Dealer relationship exists between
        the Parties, without the express prior written consent of the other
        Party.

15.     RELATIONSHIP OF PARTIES. The Parties to this Addendum are independent
        contractors and neither Party shall be deemed an agent, representative,
        or partner of the other Party. This Addendum shall not be interpreted or
        construed to create an association, agency, joint venture or
        partnership, employment, franchise or agency relationship between the
        Parties nor shall it be interpreted or construed to impose any liability
        attributable to such a relationship upon either Party. Neither Party
        shall have any right, power or authority to enter into any Addendum of
        or on behalf of, or incur any obligation or liability of, or to
        otherwise bind, the other Party. Dealer acknowledges that this is a
        non-exclusive agreement with respect to Vendor. Vendor expressly
        reserves the right, without obligation or liability to Dealer, to market
        and sell the Services, the Equipment, and any other products and
        services in the same area served by Dealer, whether through Vendor's own
        stores or representatives or through others, including, but not limited
        to, other authorized representatives, dealers, resellers, distributors,
        and retailers.

16.     DISCLAIMER.

16.1 NO MINIMUM REFERRALS. VENDOR ACKNOWLEDGES THAT DEALER DOES NOT GUARANTEE
ANY MINIMUM NUMBER OF REFERRALS OF CUSTOMERS FOR THE SERVICES AND DOES NOT
GUARANTEE ANY MINIMUM AMOUNT OF REVENUES TO VENDOR UNDER THIS ADDENDUM.
SIMILARLY, DEALER ACKNOWLEDGES THAT VENDOR DOES NOT GUARANTEE ANY MINIMUM NUMBER
OF SALES TO MEMBERS FOR WHICH VENDOR WILL PAY COMMISSIONS TO DEALER UNDER THIS
ADDENDUM.

17.     MISCELLANEOUS.

17.1 DELEGATION, SUBCONTRACTING. Each Party shall be solely responsible for the
conduct of all its agents, subcontractors and transferees. Any delegation,
subcontracting or transferring of duties, obligations or services shall in no
way modify or affect the duties of Vendor or Dealer under this Addendum. Subject
to the foregoing, this Addendum shall be binding upon and inure to the benefit
of the Parties and their respective successors and assigns.

17.2 ASSIGNMENT. This Addendum may not be assigned by either Party without first
obtaining the other Party's express written consent, which consent shall not be
unreasonably withheld, conditioned or delayed; provided, however, that either
Party may assign this Addendum without obtaining the other Party's express
written consent, but only after written notice to the other Party (i) to a
purchaser of all or substantially all of the Party's assets or a majority or
controlling interest in such Party's voting stock, provided that the purchaser's
net worth at the time of purchase is equal to or greater than that of the Party
that seeks to assign the Addendum, and further provided that the purchaser is
not a competitor of the non-assigning Party; or (ii) to a present or future
Affiliate.

17.3 GOVERNING LAW. This Addendum shall be governed, construed and interpreted
in accordance with the laws of the State of New York. The parties hereby waive
their respective rights to trial by jury.

17.4 Amendments. This Addendum may not be modified except by a writing
referencing this Addendum and signed by the Parties.

17.5 CONSTRUCTION. The headings contained herein are for the convenience of
reference only and are not of substantive effect Whenever necessary or proper
herein, the singular imports the plural or vice versa, and masculine, feminine
and neuter expressions are interchangeable. This Addendum incorporates
provisions, comments and

Subscription Service Addendum Final 100305

                                  Page 9 of l9

<PAGE>

suggestions proposed by both Dealer and Vendor. No ambiguity or omission in this
Addendum shall be construed or resolved against either Dealer or Vendor on the
ground that this Addendum, or any of its provisions were drafted or proposed by
Dealer or Vendor.

17.6 SEVERABILITY. If any provision herein shall be deemed or declared
unenforceable, invalid or void by a court of competent jurisdiction, the same
shall not impair any of the other provisions contained herein which shall be
enforced in accordance with their respective terms.

17.7 REMEDIES; WAIVER. No failure or delay by either Party hereto to exercise
any right, power or privilege provided hereunder or under the Addendum or by
applicable law shall operate as a waiver (hereof; nor shall any single or
partial exercise of any such right, power, or privilege preclude any other or
future exercise thereof of the exercise of any other right, power or privilege.
The remedies provided herein shall be cumulative and shall not be exclusive of
any rights or remedies provided by law.

17.8 COUNTERPARTS/FACSIMILE COPIES. THIS Addendum may be executed in one or more
counterparts, each of which shall be deemed an original, but which collectively
will constitute one and the same instrument Facsimile copies of the fully
executed Addendum shall be effective, and the Parties will execute and return
original signature Addendums as soon as reasonably possible.

IN WITNESS WHEREOF, the Parties have executed this Subscription Service Addendum
as of the date first above written.

          CLEARWIRE LLC                            BEST BUY STORES, L.P.
-------------------------------------     --------------------------------------

Signed: /s/ Ben Wolff                     Signed: /s/ Daniel Moc
        ---------------                           -----------------
Print Name: BEN WOLFF                     Print Name: Daniel Moc

Title: EXECUTIVE VICE PRESIDENT           Title: VP. Vendor Mgmt.

Date: 10-3-05                             Date: 10-5-05

Subscription Service Addendum Final 100305

                                  Page 10 of 19
<PAGE>
                                   EXHIBIT A
                                    SELECTED
                                 DEALER STORES

This Exhibit A sets forth the Selected Dealer Stores in which Dealer is
authorized to Market the Services. Vendor and Dealer agree that this Exhibit A
shall be amended from time to time by the Parties and that Vendor will notify
Dealer when additional Dealer store locations become available for Marketing as
well as when Selected Dealer Stores are no longer available for Marketing due to
changes in the geographic coverage of the Current Services.. Vendor shall give
Dealer at least [***} prior written notice of such changes. If Dealer removes a
store from this Exhibit A for any reason other than a breach of this Addendum by
Vendor, Dealer will immediately pay Vendor *** for each such store that is
removed by Dealer, unless Dealer substitutes for each removed store a reasonably
equivalent store that is approved by Vendor (such approval not to be
unreasonably withheld by Vendor). Dealer shall consult with Vendor prior to any
changes to the list of stores on this Exhibit A. If Vendor deactivates a
particular market, and Dealer removes from this Exhibit A the store or stores in
that market, Dealer will be entitled to retain the *** Store Fee for each such
store that is removed from this Exhibit A.

In addition, Vendor has the option to assort a store outside of the Market Maker
program as mutually agreed in the event that Vendor anticipates a low
performance store based on experience in that market. These will be defined as
non-Market Maker stores and not subject to the Market Maker store fee.
Assortment fee for non-Market Maker stores to be mutually agreed upon by Vendor
and Dealer.

<TABLE>
<CAPTION>
                 CLEARWIRE MARKET MAKER STORES

REGION     DISTRICT    STORE NUMBER        STORE NAME       STATE    PROTOTYPE
<S>        <C>         <C>             <C>                  <C>      <C>
   1           2            12         ST. CLOUD MN          MN      36K C2
   1           1            40         EAU CLAIRE Wl         Wl      45K C3-2
   1           1            43         DULUTH MN             MN      45K C3-2
  10          41           128         RENO NV               NV      45K C4.5
  10          40           141         MODESTO CA            CA      45K C4.5
   3           8           182         KILLEEN TX            TX      30K SM
   3           8           244         WACO TX               TX      30K C5
   3          65           280         MIDLAND/ODESSA TX     TX      45K C3-1
  12          20           350         JACKSONVILLE FL       FL      45K C5
  10          45           359         BELLINGHAM WA         WA      30K SM
  10          40           391         TRACY CA              CA      30K C5
  12          20           429         REGENCY MALL FL       FL      45K C4.5
  12          20           430         ORANGE PARK FL        FL      42K C4.5
  12          20           515         DAYTONA BEACH FL      FL      58K C3-1
   1           2           522         BAXTER MN             MN      30K C5
   2          57           526         BOISE ID              ID      45K C5
  10          40           528         STOCKTON CA           CA      45K C5
   8          33           529         VISALIA CA            CA      30K C5
  10          46           539         ANCHORAGE AK          AK      45K C5
  10          46           590         KENNEWICK WA          WA      30K SM
  10          46           600         SPRINGFIELD OR                45K C5
  10          45           798         BURLINGTON WA         WA      20K C5
  10          40           844         MERCED CA             CA      30K C5
  10          41           850         CARSON VALLEY NV      NV      30K C5
   3          65           940         ABILENE TX                    20K C5
</TABLE>

Subscription Service Addendum Final 100305



                                  Page 11 of 19

<PAGE>

                                    EXHIBIT B
                                   MARKET MAKER EXHIBIT

Capitalized terms not otherwise defined in this Exhibit B shall have the meaning
ascribed to such terms in the SSA., This Exhibit B represents further commitment
to promote the Services as set forth in the SSA.


1.      TERM. Status of CLEARWIRE as a featured WIRELESS DATA service provider
        shall commence on [***] ("Launch"), and continue as provided herein or
        until the SSA has expired or is Terminated.

2.      RESERVED.

3.      Market Maker Plan.

3.1 Best Buy will develop and implement each of the following elements of the
Market Maker Plan to promote the Services in Selected Dealer Stores.

3.1.1 [***]. Clearwire shall participate in the [***] free of additional cost,
with the exception of vendor funded items booth/display, [***], shipping,
additional hotel room beyond sponsorship agreements. In addition, Best Buy will
provide incremental man hours of training and will promote the Services to its
employees using tools such as: [***], Retail Associate Training, and [***], as
those promotions are currently defined by Best Buy internal practices; and.

3.1.2 [***]. 1) Best Buy will provide signage for the Services and Equipment. 2)
Clearwire's Equipment and Services shall have placement on the [***] or other
similar display. 3) Best Buy will also provide the Services and Equipment with
placement on interactive terminals (where available); and

3.1.3 [***]. Best Buy will provide [***]. This support will include advertising
within the following major areas, or other advertising of equivalent value:

      i)    [***] on service availability and version options;

      ii)   [***];

      iii)  [***]

3.1.4 Promotions. [***]. Clearwire will have input into such promotions, all
fees, expenses and related administrative charges will be included in the Co-Op
Fee, Store Fee and other marketing funds as described in Exhibit C to the SSA.

4. MARKETING AND USE OF MARKET MAKER FEE. Except as expressly stated otherwise
in this Exhibit or the SSA, the Market Maker Fee and resources shall be
expended by Best Buy in its sole discretion in accordance with this
Market Maker Campaign.

5. MARKET MAKER EVALUATION.

Best Buy shall develop the Market Maker Plan and provide it to Clearwire for its
review and comment. Clearwire will then have ten (10) business days to review
the Market Maker Plan and provide its comments to Best Buy. Best Buy will
consider Clearwire's comments in good faith and deliver a final
Market Maker Plan to Clearwire for its review prior to Launch. After Launch,
the Parties will meet throughout the duration of the Market Maker Plan to
discuss and evaluate the success of the Market Maker Plan. At these meetings,
Clearwire may propose reasonable revisions to the Market Maker Plan and
Best Buy will not unreasonably reject such proposals.

Best Buy will provide Clearwire with [***] reports in a form acceptable to the
Clearwire detailing Best Buy's expenditures in fulfillment of Best Buy's
obligations under the Market Maker Plan.

If the Market Maker Plan declines below the original store funding amount, Best
Buy will have the discretion to modify the plan according to the revised budget.
These changes will be reflected within a revision of the Market Maker Plan. If
the store funding ends after the initial [***] month launch period, according to
the Subscription Services Compensation Addendum, the Market Maker plan ends
within a commercially reasonable time frame to decommission current store
placement and assort Clearwire within the traditional assortment of broadband
vendors.

Subscription Service Addendum Final 100305



                                  Page 12 of 19


<PAGE>


                                    EXHIBIT C
                      SERVICE DEFINITIONS AND COMPENSATION

1. CURRENT SERVICES SOLD THROUGH DEALER SALES CHANNELS: Vendor Services that
have been mutually agreed upon by the Parties to be Current Services include:
Wireless Broadband Internet Access service.


2. COMPENSATION. Vendor will compensate Dealer in accordance with the following
procedures.

2.1 ACTIVATION COMMISSIONS

Vendor will pay Dealer a one-time commission equal to *** (the "Activation
Commission") for each Member Activated by Dealer on a one (1) or two (2) year
(as required by the applicable rate plan) Member contract for any Authorized
Service rate plan made available by Vendor to its Members in the same market
area, provided such Member continuously subscribes to the Services during ***
consecutive day period beginning on the date of Activation (the "Chargeback
Period"). Notwithstanding the foregoing, should a Member's service be suspended,
but restored, the period of active service before and after the suspension will
count toward satisfaction of the Chargeback Period, but the period of the
suspension will not be included. In the event a Member's service is suspended
and terminated prior to being restored, the number of days for purposes of
computing the length of the Chargeback Period that was satisfied will not
include the period of the suspension and the Member will be deemed to have
terminated service on the date the suspension period began. Vendor will pay
Dealer all Activation Commissions owing Dealer within thirty (30) calendar days
from the end of the calendar month in which the Member Activations occur. Dealer
acknowledges and agrees that from time to time, Vendor may have rate plans which
Dealer is not authorized to offer hereunder. No Activation Commissions will be
paid for demonstration activations or Dealer employees who activate special
accommodation plans.

The Activation Commission will be subject to Vendor's right to recover or
"Chargeback" the Activation Commission if the applicable Member fails to satisfy
the Chargeback Period for reasons which include, but are not limited to: Service
cancellation, the Member moves out of the area, lack of coverage, suspension or
interruption for any reason (including nonpayment) during the Chargeback Period.
Dealer further understand and agrees that at Vendor's sole discretion,
charge-backs and debits may be offset against any Commissions, bonuses, or other
amounts owed to Dealer by Vendor. If a Member continuously subscribes to
Vendor's broadband wireless service for less than the full Chargeback Period,
Vendor will chargeback 100% of the Activation Commission. In no event will
Vendor charge-back Activation Commissions on more than *** of the total number
of Members Activated by Dealer during the Term of this Addendum. All Chargebacks
must be raised within *** days of Activation or such Chargebacks are waived.

2.2 RESIDUAL

Vendor will pay to Dealer a monthly recurring residual fee (the "Residual")
equal to *** of the gross revenue received by Vendor for the monthly service fee
for the Services (and excluding any modem rental charges of up to *** per month,
and excluding any taxes, governmental surcharges, and other similar charges)
from each Member during the first *** months of such Member's agreement to
purchase Clearwire Authorized Services. Payment of the Residual will be made
within thirty (30) calendar days from the end of the calendar month in which the
Member Activations occur. Vendor's obligation to pay such Residuals survives the
expiration or termination of this Agreement, unless termination results from
Dealer's breach of this Agreement.

2.3 MARKETING FEES

Co-Op Fee: Vendor will pay to Dealer, within thirty (30) calendar days from the
end of the calendar month in which the Member Activations occur, a one-time fee
equal to *** per Activated

Subscription Service Addendum Final 100305

                                 Page 13 of 19

<PAGE>

Member to a marketing co-op fund. Such fund shall be allocated and used in
accordance with Vendor's Co-Op Program or as otherwise agreed by Vendor and
Dealer in writing. This Co-Op Fee is not subject to chargeback by Vendor.

Store Fee: Vender will pay to Dealer a fee equal to *** for each Selected Dealer
Store (" Store Fee") that activates and implements the "dealer Market Maker
Campaign" identified on Exhibit B attached hereto, which includes premiere
product/service positioning, advertising, and sales training related to selling
Vendor service. The Store Fee will be payable within *** days of such Selected
Dealer Store being activated and selling Services as provided herein.

      If the average annual gross Activations per store per week, as measured on
      *** for the immediately preceding ***, is below *** then all future annual
      store payments will change according to the following schedule:

<TABLE>
<CAPTION>
 Ads/Store/week       New annual store fee
------------------    ---------------------
<S>                   <C>
     ***                       ***
</TABLE>

      Only the gross add data for stores open more than *** will be included in
      the average calculation. In addition, the average calculation will exclude
      any day in which Vendor's order entry and billing system is available to
      Activate Members for less than *** store hours. "Store hours", means the
      *** period during which a Selected Dealer Store is open for business to
      the general public. The gross add data will be included regardless of
      excluded days caused by system unavailability.

Infrastructure Fee: Vendor will pay to Dealer the total amount of *** to be used
solely in connection with fulfillment of Dealer's obligations under this
Addendum the Infrastructure Fee will be paid in three (3) equal payments. The
first payment will be made within thirty (30) days of mutual execution of this
Addendum; the second payment will be made on *** and the third payment will be
made on *** Vendor's obligation to make either of the second or third payments
will be conditioned on the continuing effectiveness of this Addendum.

2.4 ADDITIONAL COMPENSATION OPPORTUNITIES

The parties will use commercially reasonable efforts to identify and implement
additional commission, bonus and related compensation opportunities for Dealer
with the intent to reward top performing Selected Dealer Stores and make
available additional marketing funds in connection with this Addendum. Special
marketing programs and special compensation arrangements must be agreed to in
writing and signed by authorized representatives of both parties.

      Preferred method of payment is via wire sent to the bank account below:

      Name on Bank Account = Best Buy Co., Inc.
      US Bank
      101 E. Fifth Street
      St. Paul, MN. 55101

      Best Buy Co., Inc.
      Acct#   ***
      ABA#  ***

Subscription Service Addendum Final 100305



                                 Page 14 of 19

<PAGE>

                                    EXHIBIT D
                             VENDOR BRAND GUIDELINES
                                 (SEE ATTACHED)

Subscription Service Addendum Final 100305

                                  Page l5 of l9

<PAGE>

                                  CLEARWIRE(R)
                               wireless broadband

                                    EXHIBIT D
                          SUBSCRIPTION SERVICE ADDENDUM
                             VENDOR BRAND GUIDELINES

Proprietary and confidential information of Clearwire. Not for use by any third
party, or disclosure to any third party, other than Clearwire and its
affiliates, and Clearwire's Authorized Representatives, except with Clearwire's
written approval.

                                        1
<PAGE>

ADVERTISING AND MARKETING REQUIREMENTS

For all advertising and marketing Dealer will comply with Clearwire's
requirements and the terms, conditions and Standards set forth in this Exhibit.
Notwithstanding anything to the contrary herein, Dealer will be responsible for
ensuring that its advertising and marketing complies with all applicable laws,
rules and regulations.

- All claims in any advertising or marketing regarding Clearwire's products
and/or Services must be truthful, in good taste and consistent with Clearwire's
brand, as determined by Clearwire. Any false or misleading advertising or
advertising that is not in good taste or is inconsistent with the Clearwire
brand, as determined by Clearwire, may be reported to Clearwire's legal
department for possible action.

- Advertising that contains any claims (express or implied) must have supporting
documentation that substantiates such claims, THESE INCLUDE CLAIMS SUCH AS
CLAIMS ABOUT THE PRODUCT, CLEARWIRE, OR THE RETAILER.

- Advertised rate plans must be Clearwire's approved, current retail pricing.
Special rate plans, other rate plans and/or promotional pricing plans are NOT to
be quoted or referenced in any advertisement under any circumstances unless the
advertising is placed in a business specific circular and is approved by
Clearwire in writing and in advance. Each price listed must include disclaimers
or explanations that clearly and conspicuously state what the price represents,
such as invoice price, rebate, final price, etc.

- All advertising must clearly and conspicuously state that "certain other
restrictions apply."

CLEARWIRE DOES NOT PROVIDE LEGAL ADVICE ABOUT ADVERTISING REQUIREMENTS.
REPRESENTATIVE SHOULD CONSULT ITS OWN LEGAL COUNSEL REGARDING COMPLIANCE WITH
THESE GUIDELINES AND APPLICABLE LAW.

IF ANY FINES OR PENALTIES ARE IMPOSED ON CLEARWIRE DUE TO REPRESENTATIVE'S
FAILURE TO ABIDE BY APPLICABLE LAW, REPRESENTATIVE SHALL IMMEDIATELY PAY TO
CLEARWIRE THE AMOUNT OF THE FINE(S) OR PENALTIES AND ALL REASONABLE ATTORNEYS'
FEES AND COSTS INCURRED BY CLEARWIRE IN CONNECTION WITH SUCH FINE(S) OR
PENALTIES. IF REPRESENTATIVE FAILS TO REIMBURSE CLEARWIRE THE AMOUNT OF SUCH
FINE(S) OR PENALTIES AND ALL REASONABLE ATTORNEYS' FEES AND COSTS INCURRED BY
CLEARWIRE IN CONNECTION WITH SUCH FINE(S) OR PENALTIES, CLEARWIRE SHALL HAVE THE
RIGHT TO DEDUCT SUCH AMOUNT FROM ANY OTHER PAYMENT DUE REPRESENTATIVE UNDER THE
AUTHORIZED REPRESENTATIVE AGREEMENT, THESE GUIDELINES OR OTHERWISE.

Proprietary and confidential information of Clearwire. Not for use by any third
party, or disclosure to any third party, other than Clearwire and its
affiliates, and Clearwire's Authorized Representatives, except with Clearwire's
written approval.

                                        2
<PAGE>

CLEARWIRE NATIONAL BRAND STANDARDS

All advertising and marketing incorporating the Clearwire brand name and/or
Clearwire Marks (as defined in Subscription Service Agreement), or other
representative indicator must be submitted to Clearwire for written approval
prior to being produced, published or aired, regardless of whether such
advertising or marketing is eligible for any other Clearwire-sponsored program.
This includes, for example, business cards, stationery, and location signs. All
use of Marks must comply with these Standards, including the requirements as
described under Logo Standards below. Representative must use camera-ready
artwork, as provided by Clearwire.

USE OF THE CLEARWIRE MARKS

The following guidelines explain how Dealer will use the Clearwire Marks in
their marketing and promotional materials. All usage of the Clearwire signature
(logo, logo-type, broadband wireless services) must be authorized by Clearwire
prior to any use at all times and must comply with all of the Clearwire graphic
standards and give Clearwire control over all uses of its name and Marks.
Clearwire names and Marks must be used by Representative only in conjunction
with the sale of authorized Clearwire Services. Clearwire at all times reserves
the unilateral right to modify or alter the Marks or establish and enforce such
quality standards and additional terms and conditions concerning the use of the
Marks as it deems necessary.


The CAR Logo is a graphical element and can be used in either a horizontal or a
vertical format.

See examples below.

Typeface for "Authorized Representative" is Gotham.

CLEAR SPACE REQUIREMENTS

Dealer will make commercially reasonable efforts to incorporate the minimum
clear space (i.e., the clear area around the logo) is equal to the height of the
letter "1" in the Clearwire Logo.

SIZE REQUIREMENTS

a. Vertical Logo  ***
b. Horizontal Logo  ***

Proprietary and confidential information of Clearwire. Not for use by any third
party, or disclosure to any third party, other than Clearwire and its
affiliates, and Clearwire's Authorized Representatives, except with Clearwire's
written approval.

                                       3
<PAGE>

APPROVED COLOR PALETTE FOR AUTHORIZED REPRESENTATIVE LOGO

The color palette is consistent with the Clearwire color palette.

The CAR Logo can be printed in color or reversed out of a colored background
(only the specific color palette blocks). The preferred standard is placement of
the logo on a white background, using the standard logo color palette.

CLEARWIRE GREEN

***(printed on coated stock)
***(printed on uncoated stock)

CLEARWIRE BLUE

*** (printed on coated stock)
*** (printed on uncoated stock)

CLEARWIRE GRAY

(This color should only be used when silver is not available.)

*** (printed on coated stock)
*** (printed on uncoated stock)

PRIMARY (AND PREFERRED) COLOR USAGE:

Clearwire green, Clearwire blue and Clearwire gray

Use this application when the logo appears against white.

SECONDARY COLOR USAGE:

Black (screens of)

Use this application if you are printing in black and white (no color).

COLORED BACKGROUND USAGE:

There are four colored background options on which to use the Logo. The Logo
color compliments the specific color background and is reversed out of the
background.

The Clearwire Logo should ONLY appear in the approved Logo colors.

Proprietary and confidential information of Clearwire. Not for use by any third
party, or disclosure to any third party, other than Clearwire and its
affiliates, and Clearwire's Authorized Representatives, except with Clearwire's
written approval.

                                       4
<PAGE>

EXAMPLES OF CLEARWIRE AUTHORIZED REPRESENTATIVE LOGO AND PROPER USAGE:

CLEARWIRE AUTHORIZED
REPRESENTATIVE LOGO.

                                [CLEARWIRE LOGO]
                                   Full Color

                                [CLEARWIRE LOGO]
                                 Black & White

Proprietary and confidential information of Clearwire. Not for use by any third
party, or disclosure to any third party, other than Clearwire and its
affiliates, and Clearwire's Authorized Representatives, except with Clearwire's
written approval.

                                       5
<PAGE>

CLEARWIRE AUTHORIZED
REPRESENTATIVE LOGO.

Minimum size for printing

                                [CLEARWIRE LOGO]

                               Vertical Signature

                                [CLEARWIRE LOGO]

                              Horizontal Signature

Proprietary and confidential information of Clearwire. Not for use by any third
party, or disclosure to any third party, other than Clearwire and its
affiliates, and Clearwire's Authorized Representatives, except with Clearwire's
written approval.



                                       6
<PAGE>

CLEARWIRE AUTHORIZED
REPRESENTATIVE LOGO
MINIMUM AREA. CLEARSPACE.

The minimum clear area around the logo is equal to the height of the letter "I"
in the Clearwire logo.

                                [CLEARWIRE LOGO]
                               Vertical Signature

                                [CLEARWIRE LOGO]
                              Horizontal Signature

Proprietary and confidential information of Clearwire. Not for use by any third
party, or disclosure to any third party, other than Clearwire and its
affiliates, and Clearwire's Authorized Representatives, except with Clearwire's
written approval.

                                       7
<PAGE>

CLEARWIRE LOGO AND TAGLINE.

                                [CLEARWIRE LOGO]
                                     Color

                                [CLEARWIRE LOGO]
                                 Black & White

Proprietary and confidential information of Clearwire. Not for use by any third
party, or disclosure to any third party, other than Clearwire and its
affiliates, and Clearwire's Authorized Representatives, except with Clearwire's
written approval.

                                       8
<PAGE>

CLEARWIRE COLOR PALETTE.

<TABLE>
<CAPTION>
                    Coated      Uncoated       CMYK        RGB
                    ------      --------      -----       -----
<S>                 <C>         <C>           <C>         <C>
clearwire green     ***         ***           ***         ***
clearwire blue      ***         ***           ***         ***
clearwire gray      ***         ***           ***         ***
</TABLE>

Coated and Uncoated refers to the printing paper surface. CMYK is typically used
when creating color with 4-color process ink. RGB refers to color builds for
monitor-viewing only.

Proprietary and confidential information of Clearwire. Not for use by any third
party, or disclosure to any third party, other than Clearwire and its
affiliates, and Clearwire's Authorized Representatives, except with Clearwire's
written approval.

                                        9
<PAGE>

CLEARWIRE
WIRELESS BROADBAND

WEB-SAFE IDENTITY COLORS

PMS              WEB
***              ***

PMS              WEB
***              ***

PMS              WEB
***              ***

Proprietary and confidential information of Clearwire. Not for use by any third
party, or disclosure to any third party, other than Clearwire and its
affiliates, and Clearwire's Authorized Representatives, except with Clearwire's
written approval.

                                       10
<PAGE>

CLEARWIRE AUTHORIZED
REPRESENTATIVE LOGO.

Logo reversed out of a color

                                [CLEARWIRE LOGO]

Proprietary and confidential information of Clearwire. Not for use by any third
party, or disclosure to any third party, other than Clearwire and its
affiliates, and Clearwire's Authorized Representatives, except with Clearwire's
written approval.

                                       11
<PAGE>

CLEARWIRE BRAND STANDARDS

A. CLEARWIRE BRAND LOGO

The Clearwire Brand logo ("Logo") is a graphical element and must be used with
the tagline. The Logo may be produced in full color or in black and white. The
name "clearwire" is always written as one word and lower case, non-italicized,
and accompanied by its copyright registration symbol ((R)). See samples in Logo
Standards section.

B. LOGO TAGLINE USAGE

The Clearwire Brand logo and tagline are considered a single graphical element
The following tagline should always be used with the Logo.

WIRELESS BROADBAND

Typefaces: Gotham Clearwire Medium and Gotham Clearwire Bold

SIZE REQUIREMENTS

a. Vertical Logo   ***
b. Horizontal Logo ***

CLEAR SPACE REQUIREMENTS

Dealer will make commercially reasonable efforts to incorporate the minimum
clear space (i.e., the clear area around the logo) is equal to the height of the
letter "I" in the Clearwire Logo.

Proprietary and confidential information of Clearwire. Not for use by any third
party, or disclosure to any third party, other than Clearwire and its
affiliates, and Clearwire's Authorized Representatives, except with Clearwire's
written approval.

                                       12
<PAGE>

CLEARWIRE LOGO AND TAGLINE.

                                [CLEARWIRE LOGO]
                                     Color

                                [CLEARWIRE LOGO]
                                 Black & White

Proprietary and confidential information of Clearwire. Not for use by any third
party, or disclosure to any third party, other than Clearwire and its
affiliates, and Clearwire's Authorized Representatives, except with Clearwire's
written approval.

                                       13
<PAGE>

                                   EXHIBIT E
                          DEALER MARKETING GUIDELINES

               See Dealer Extranet Site www.extendingthereach.com

Subscription Service Addendum Final 100305

                                 Page 16 of 19

<PAGE>

                                   EXHIBIT F
                      VENDOR SET-UP AND REPORTING PROCESSES

VENDOR SET-UP AND PROCESSING:

Dealer has instituted certain interface requirements between itself and its
vendor partners to more effectively manage the process of doing business
together.

NEW VENDOR SET-UP GUIDE: Vendor and Dealer have developed mutually agreed
processes and requirements for the sign-up and fulfillment of new customers, as
more fully described in attached Schedule 1 and as may be updated and modified
by written agreement of the Parties from time to time.

BACK-END/FRONT-END SYSTEMS: Vendor will, within *** days of the effective date
of this Addendum, integrate its automated order entry and fulfillment software
and other systems related to the Activation of the Services ("Vendor OSS
System") into Dealer's existing back-end and front-end systems as necessary to
the efficient performance of the Parties under this Addendum. This will include
but not be limited to providing electronic files to transfer details about
Dealer's customers in accordance with the Dealer's system specifications. Member
activation, installation, and cancellation files will be sent on a daily basis
and payment files in conjunction with issuance of monthly payment.

REPORTING:

1)   RECORDS. Vendor shall on a [***] provide to Dealer and its designee an
     electronic accounting and reconciliation of all Activations and other
     reports or information regarding the Services as may be reasonably
     requested by Dealer.

2)   REPORTS TO BE JOINTLY DEVELOPED. The Parties shall work together to program
     and exchange the following information:

     a)   Intent to Activate -- This will contain all of the Member Activations
          from all Selected Dealer Stores for a particular date. This file will
          be sent nightly.

     b)   Activations -- This file lists all Members that have Activated a
          Service with Vendor in a given day. This file is sent from Vendor once
          a day.

     c)   Cancellations -- This file contains a list of all Members who
          terminated Service by calling or otherwise contacting the Vendor. This
          will be sent nightly from Vendor to Dealer.

     d)   If requested by Vendor, Dealer has the ability to capture signatures
          and send that data as part of the sales record collected at the front
          lanes.

3)   Vendor will provide a status for all Activations to Dealer (via ESC File
     transfer) within *** of the order being installed or
     cancelled.

4)   Orders status responses shall follow the below example:

<TABLE>
<CAPTION>
% "Statuses" after 30 days    % "Statused" after 60 days    % "Statused" after 90 days
--------------------------    --------------------------    --------------------------
<S>                           <C>                           <C>
            60%                           85%                           100%
</TABLE>

PAYMENT FILE

The payment file is what Dealer uses to reconcile the scheduled accounts. This
payment file should match the physical payment amount sent to Dealer from
Vendor. The file will contain the detailed account information (including the
unique identifier) so matching can take place in the ESC system.

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                                 Page 17 of 19

<PAGE>

Monthly payment files are acceptable and details of when during the month the
payment file is sent are determined between Dealer and Vendor.

CHARGEBACK FILE

The chargeback file is only used if Vendor has paid Dealer for a Member where a
chargeback is due under the terms of the Agreement. The chargeback file is used
to recover payment from Dealer to Vendor for those Members.

This file is seldom used, however where it is applicable, a monthly file
transfer is acceptable.

The specific details of these files are presented in the New Vendor Setup Guide
and Dealer's IT and Accounting staff will work with Vendor's IT and Accounting
staff for specific formats and content. In all files, Member account level
content is required. This level of content helps Dealer and Vendor accurately
track the proper receivables scheduled for each Member.

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                                 Page l8 of l9
<PAGE>

                                   SCHEDULE 1
                                       TO
                                    EXHIBIT F

                                       ***

<PAGE>

                                       ***

<PAGE>

                                       ***

<PAGE>

                                       ***

<PAGE>

                                       ***

<PAGE>

                                       ***

<PAGE>

                                       ***

<PAGE>

                                    EXHIBIT G
                        SERVICE LEVEL AGREEMENTS (SLA's)

1.    ACCURACY OF QUALIFICATION DATA -Vendor's loop qualification tool will be
      as accurate for Dealer as it is for any Dealer Competitor. Vendor will
      make commercially reasonable efforts to minimize the number of false
      positives and negatives reported via the loop qualification tool.

2.    VENDOR SYSTEM UPTIME -Vendor will make commercially reasonable efforts to
      ensure the OSS System will be online and available to the Selected Dealer
      Stores at a level equal to that of any Dealer Competitor.

3.    VENDOR, OR THIRD PARTY INSTALLATION VENDOR, WILL SETUP AND ENABLE DELIVERY
      OF THE SERVICES to Members on the same or similar time intervals as that
      provided to similarly situated customers from any Dealer Competitor.

SLAs

1.    DEALER SERVICE LEVEL REQUIREMENTS

      a.    OSS System production environment available *** of retail hours
            (7 am - 12 am for each time zone of represented Selected Dealer
            Stores), 7 days/week 52 weeks/year

      b.    OSS System response times of *** or less for *** of the OSS System
            requests.

2.    VENDOR SYSTEM MAINTENANCE

      a.    Vendor will provide specific maintenance windows that align with
            retail hours of Selected Dealer Stores (M-F 12 am - 5 am CST/CDT)

      b.    Vendor will provide 60 days advance notice for non critical
            maintenance or OSS System changes that Vendor could reasonably
            anticipate to result in OSS System downtime. This includes changes
            that would affect Dealer partner such as G2B or GetConnected
            ("Dealer's Partners").

      c.    Vendor will not release any updates or changes to its OSS System
            production environment as it affects Best Buy web service and Dealer
            Partners during the Dealer Holiday Retail Freeze (11/1-1/18)

3.    VENDOR PRODUCTION PROBLEMS

      a.    Vendor will promptly notify Dealer with any reportable OSS System
            downtime information including ETS for resolution.

      b.    Vendor will resolve all critical OSS System production problems
            within *** of Vendor's discovery of such problem during retail
            business hours or within *** during non-retail hours.

      c.    Vendor will provide a single point of contact and an escalation path
            for all OSS System production issues.

4.    TESTING AND QUALITY ASSURANCE

      a.    Vendor agrees to provide a workable, consistently available,
            production simulated environment in which Dealer or Dealer's
            Partners can test against. This QA environment should be available
            *** of the time during Vendor's normal business hours.

      b.    Vendor will provide Dealer with a full set of valid test data (e.g.
            address, phone numbers, credit card numbers) that can be used in the
            simulated environment to perform system and quality assurance
            testing prior to OSS System production launches. Sufficient data is
            necessary to support all potential production scenarios.

5.    CONTENT MANAGEMENT

      a.    Vendor will provide updates to existing marketing plans or
            promotions to Dealer 30 day's prior written notice to being
            implemented.

      b.    Vendor will provide all plan and promotional data presented to
            Members through a Dealer Partner service Vendor website or sales
            tool.

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                                  Page 19 of 19