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                                                                   EXHIBIT 10.31

                                 SIDE AGREEMENT

      This Side Agreement ("Agreement") is made as of the 16th day of March,
2005 by and among Clearwire Corporation, a Delaware corporation (the "Company"),
Eagle River Holdings, LLC, a Washington limited liability company ("ERH"), and
Bell Canada, a Canadian corporation incorporated under the Canada Business
Corporations Act ("Bell"). The Company, ERH and Bell are hereinafter
collectively referred to as the "Parties".

      In consideration for the purchase by Bell of shares of Class A Common
Stock ("Class A Common") of the Company pursuant to a Subscription Agreement
dated as of March 8, 2005 (the "Subscription Agreement"), the Parties agree to
the terms and obligations of this Agreement.

      The Company is entering into this Agreement on its own behalf and not on
behalf of its Affiliates (the "Company Affiliates"), but any breach by any of
the Company Affiliates of any of its obligations under this Agreement will be
deemed a breach by the Company under this Agreement. Bell is entering into this
Agreement on its own behalf and not on behalf of its Affiliates (the "Bell
Affiliates"), but any breach by any of the Bell Affiliates of any of its
obligations under this Agreement will be deemed a breach by Bell under this
Agreement. ERH is entering into this Agreement on its own behalf and not on
behalf of the other McCaw Entities, but any breach by any of the McCaw Entities
of any of its obligations under this Agreement will be deemed a breach by ERH
under this Agreement. The Company Affiliates, the Bell Affiliates and the McCaw
Entities are collectively referred to herein as the "Parties Affiliates".
Capitalized terms used herein that are not otherwise defined herein shall have
the meanings assigned to them in the Stockholders Agreement (as defined below).

1.    Confidentiality.

            1.1 Disclosure of Terms. The Parties acknowledge that the terms and
   conditions (collectively, the Transaction Terms") of this Agreement, the
   Amended and Restated Stockholders Agreement dated as of March 16, 2004 (the
   "Stockholders Agreement"), the Joinder to the Stockholders Agreement dated as
   of the date of this Agreement, the Registration Rights Agreement dated as of
   March 16, 2004 (the "Registration Rights Agreement"), the Joinder to the
   Registration Rights Agreement dated as of the date of this Agreement, the
   Subscription Agreement and the Master Supply Agreement, dated as of the date
   of this Agreement, by and between the Company, Bell and BCE Nexxia
   Corporation (the "Master Supply Agreement") and all exhibits, restatements
   and amendments thereto (collectively, the "Transaction Agreements"),
   including their existence, shall be considered Confidential Information (as
   that term is defined below) and shall not be disclosed by the Parties or the
   Parties Affiliates to any third party except in accordance with the
   provisions set forth below.

            1.2 Definition of Confidential Information. For the purposes of this
   Agreement, "Confidential Information" means (i) any proprietary or
   confidential information, including without limitation the Transaction Terms,
   whether in written, oral, electronic or other tangible or intangible form,
   which prior to the date hereof has been, or after the date hereof may be,
   furnished by or on behalf of a Party or a Parties Affiliate (as applicable,
   the "Disclosing Party") to another Party or a Parties Affiliate (as
   applicable, the "Receiving Party") or its Representatives (as defined below),
   relating to the business of the Disclosing Party, the investment in the
   Company by Bell or the commercial relationship established under the Master
   Supply Agreement, together with notes, work papers or other documents
   prepared by the Receiving Party or its Representatives which contain, reflect
   or are based upon such information, and (ii) the fact that such information
   has been made available to the Receiving Party. Notwithstanding the
   foregoing, the following will not constitute "Confidential Information" for
   purposes of this Agreement:

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      (a)   information that the Receiving Party can show by documented and
            cogent evidence was known to the Receiving Party prior to the
            disclosure thereof under this Agreement or the Confidentiality
            Agreement (as defined below);

      (b)   information that is or becomes generally available to the public
            other than as a result of a disclosure by the Receiving Party in
            breach of this Agreement or the Confidentiality Agreement;

      (c)   information that is or becomes available to the Receiving Party on a
            non-confidential basis from a source other than the Disclosing
            Party, provided that such source is not known by the Receiving
            Party, after reasonable inquiry, to be prohibited from transmitting
            the Confidential Information by a contractual, legal or fiduciary
            obligation to the Disclosing Party or any other person; and

      (d)   information that is independently acquired or developed by the
            Receiving Party without reference to the Confidential Information.

            1.3 Confidentiality and Restricted Use. Subject to Sections 1.4, 1.5
   and 1.6, a Receiving Party agrees that:

      (a)   it shall not, directly or indirectly, use the Confidential
            Information furnished to it by or on behalf of the Disclosing Party,
            for any purpose other than in connection with the investment by Bell
            in the Company or the commercial relationship established under the
            Master Supply Agreement;

      (b)   the Confidential Information shall be kept confidential;

      (c)   it shall not, in any manner whatsoever, disclose or disseminate the
            Confidential Information (in whole or in part) furnished to it
            hereunder to any person, provided that, subject to the terms and
            conditions of this Agreement, any disclosure of the Confidential
            Information may be made to:

            (i)   any Affiliate, officer, director, employee, accountant,
                  auditor or attorney of the Receiving Party (collectively,
                  "Representatives") who needs to know such Confidential
                  Information in connection with the investment by Bell in the
                  Company, the commercial relationship established under the
                  Master Supply Agreement, the performance of services for the
                  Receiving Party or the business operations of the Receiving
                  Party and who has agreed or is otherwise obligated to abide by
                  the terms of this Section 1; and

            (ii)  any other person upon the prior written consent of the
                  Disclosing Party.

            1.4 Press Releases. The Company and Bell agree that they may,
   individually or collectively, and from time to time, wish to issue press
   releases or make other forms of public disclosure regarding the investment by
   Bell in the Company or the commercial relationship established under the
   Master Supply Agreement. Subject to the following, the Company and Bell agree
   that the content of any such press release or public disclosure will require
   the consent of both the Company and Bell prior to any issuance or disclosure,
   provided, however, that such consent will not be required if such issuance or
   disclosure: (i) is required under applicable U.S. or Canadian securities laws
   and stock exchange or stock market rules and regulations (provided that the
   Company or Bell, as applicable, will be afforded a reasonable opportunity to
   comment), (ii) is substantially the same as disclosure already approved by
   each of the Company and Bell under this Section 1.4, or (iii) only discloses
   (a) the fact that Bell has invested the subscribed amount in the Company, (b)
   Bell's percentage ownership in the Company, and/or (c) the fact that Bell is
   the Company's exclusive strategic partner in its Voice over Internet Protocol
   ("VoIP") service offering in the United States and its preferred VoIP

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   partner internationally, and that Bell and the Company will jointly explore
   other areas of collaboration particularly in the area of value added
   services, both in the U.S. and internationally. No other announcement
   regarding the Parties or the Parties Affiliates in a press release,
   conference, advertisement, announcement, professional or trade publication,
   mass marketing materials or otherwise to the general public may be made
   without each of the Company's and Bell's prior written consent.

            1.5 Permitted Disclosures. Notwithstanding any of the foregoing, (a)
   the Company may disclose any of the Transaction Terms to (i) its current or
   bona fide prospective investors, (ii) bona fide prospective acquirers of the
   Company or any of its assets, (iii) prospective recipients of the Company's
   securities in current or future acquisitions by the Company, (iv) bona fide
   prospective lenders, and (v) any of its employees, investment bankers,
   lenders, accountants, auditors, attorneys and other advisors in connection
   with any such transactions or any of the transactions described in the
   Transaction Agreements, in each case only where such persons or entities are
   under reasonable nondisclosure obligations; (b) Bell may disclose any of the
   Transaction Terms to bona fide prospective acquirers of all or a part of
   Bell's Shares who at the time of such disclosure would be permitted to
   acquire such Shares in a Transfer made in accordance with the Stockholders
   Agreement or this Agreement, with any required consent of the Company
   obtained prior to such disclosure, and any of its employees, investment
   bankers, lenders, accountants, auditors, attorneys and other advisors in
   connection with any such transaction or any of the transactions described in
   the Transaction Agreements, in each case only where such persons or entities
   are under reasonable nondisclosure obligations; (c) the Company and Bell may
   disclose (other than in a press releases or other public announcements
   described in Section 1.4 above) only (i) the fact that Bell has invested the
   subscribed amount in the Company, (ii) Bell's percentage ownership in the
   Company, and/or (iii) the fact that Bell is the Company's exclusive strategic
   partner in its VoIP service offering in the United States and its preferred
   VoIP partner internationally, and that Bell and the Company will jointly
   explore other areas of collaboration particularly in the area of value added
   services, both in the U.S. and internationally; and (d) the Company and Bell
   shall have the right to disclose to third parties any information regarding
   the Transaction Terms disclosed in a press release or other public
   announcement made in compliance with Section 1.4. Notwithstanding anything
   else in this Agreement, including the immediately preceding sentence, none of
   the terms and conditions of the Master Supply Agreement, the commercial
   relationship established thereunder and any Confidential Information relating
   thereto can be disclosed without Bell's prior written consent; provided,
   that, the redacted version of the Master Supply Agreement attached hereto as
   Schedule 1.5 (the "Redacted MSA") may be disclosed by the Company to any of
   the persons or entities set forth in clause (a) of the preceding sentence, in
   each case only where such persons or entities are under reasonable
   nondisclosure obligations; provided further, that if the Redacted MSA fails
   to contain terms of the Master Supply Agreement that the Company, in the
   reasonable opinion of the Company's legal counsel, is required to disclose to
   such persons or entities under applicable law, the Company may disclose such
   terms with the prior written consent of Bell, acting reasonably, to such
   persons or entities that are under reasonable nondisclosure obligations after
   having provided Bell with reasonable advance notice (and reasonable
   opportunity to comment) setting forth in sufficient detail the nature of the
   requirement under applicable law and a copy of the document containing such
   terms; provided further, that the Company may incorporate, to the extent
   reasonable and necessary, the economic terms of the Master Supply Agreement
   into financial models prepared by the Company for such persons or entities
   and deliver such financial models to such persons or entities that are under
   reasonable nondisclosure obligations.

            1.6 Compelled Disclosure. In the event that (i) any action, suit,
   proceeding or claim is brought or asserted against the Receiving Party or any
   of its Representatives seeking to compel the disclosure of any of the
   Confidential Information, or (ii) the Receiving Party otherwise becomes
   legally compelled (including, without limitation, pursuant to U.S. federal
   and state and Canadian securities laws and/or other applicable regulatory
   laws) or compelled

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   pursuant to the rules of any stock exchange or market on which the Company's
   or Bell's securities are listed, in the reasonable opinion of the Receiving
   Party's legal counsel, to disclose any of the Confidential Information, the
   Receiving Party shall provide, to the extent legally permitted to do so, the
   Disclosing Party with prompt written notice of such action, suit, proceeding,
   claim or other event of legal compulsion so that the Disclosing Party may
   seek a protective order or seek confidential treatment of such Confidential
   Information. In the event that such protective order or confidential
   treatment is not obtained by the Disclosing Party for any reason, the
   Receiving Party agrees to furnish only that portion of the Confidential
   Information which, in the reasonable opinion of the Receiving Party's legal
   counsel, is required. To the extent legally permitted to do so, the Receiving
   Party will permit the Disclosing Party a reasonable opportunity to review and
   comment on the form and content of any Confidential Information that will be
   disclosed pursuant to this Section; provided, that, the Receiving Party shall
   not be required to make any changes to the form and content of any
   Confidential Information that will be disclosed pursuant to this Section
   requested by the Disclosing Party based on such review or comments. In any
   event, the Receiving Party will not oppose action by the Disclosing Party to
   obtain an appropriate protective order or other reliable assurance that
   confidential treatment will be accorded to the Confidential Information.
   Notwithstanding the foregoing, to the extent required to be disclosed by the
   Company under 47 CFR 1.2112(a), the number of shares held by Bell and the
   percentage interest of Bell in the Company may be disclosed by the Company
   without the requirement for the consent of Bell or procedures set forth in
   this Section 1.6.

            1.7 Other Confidentiality Agreements. With respect to any
   information exchanged between the Parties and/or the Parties Affiliates that
   is Confidential Information under this Section 1, this Section 1 shall
   supersede and replace that certain Confidentiality Agreement, dated November
   29, 2004 (the "Confidentiality Agreement") executed among the Company, NR
   Communications, LLC and Bell. Additionally, the Company and ERH agree that
   neither of them shall enforce, and hereby expressly waive, the
   confidentiality terms set forth in Section 13.15 of the Stockholders
   Agreement nor any similar confidentiality obligation or restriction contained
   in any of the Transaction Agreements (except for this Agreement), against
   Bell. Notwithstanding the foregoing, the confidentiality provisions set forth
   in the Master Supply Agreement shall be in addition to, and shall not be
   limited or modified in any way by, the terms of this Agreement; provided,
   that, nothing in the Master Supply Agreement shall have the effect of
   preventing or otherwise limiting the disclosures of Confidential Information
   permitted under Sections 1.4, 1.5 and 1.6 of this Agreement.

2.    Right to Board Seat

            2.1 Nomination of Bell Director. In connection with each election of
   directors of the Company, unless Bell otherwise instructs the Company in
   writing, the Company shall nominate the then Chief Executive Officer ("CEO")
   of BCE Inc. ("Bell Director") to serve as a director of the Company,
   provided, however, that if the directors of the Company reasonably determine
   that (a) compliance with the terms of this Section 2.1 is prohibited in the
   exercise of their fiduciary duties, or (b) the Company reasonably determines
   that compliance with the terms of this Section 2.1 is prohibited under (i)
   applicable securities laws, (ii) stock exchange or stock market rules and
   regulations or (iii) Delaware law, then the Company will so notify Bell and,
   if so requested by Bell, following a determination under (b) above only, will
   provide an opinion from the Company's legal counsel confirming that they or
   it are so prohibited and the Company will, for and only for the duration of
   such prohibition, be excused from complying with the terms of this Section
   2.1.

            2.2 Election of Director. In any election of directors of the
   Company, each McCaw Entity (including without limitation ERH) shall vote all
   of its Shares in favor of the election of the Bell Director, it being
   understood that the initial Bell Director, to be elected immediately
   following the execution and delivery of this Agreement, shall be Michael J.
   Sabia, provided, however, that if the Company reasonably determines that
   compliance with the terms of this

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   Section 2.2 is prohibited under (i) applicable securities laws or (ii) stock
   exchange or stock market rules and regulations, then the Company will so
   notify Bell and, if so requested by Bell, will provide an opinion from the
   Company's legal counsel confirming that they or it are so prohibited and the
   McCaw Entities will, for and only for the duration of such prohibition, be
   excused from complying with the terms of this Section 2.2.

            2.3 Removal and Replacement of Bell Director. Each McCaw Entity
   (including without limitation ERH) agrees not to vote to remove the Bell
   Director unless he or she ceases to be the CEO of BCE Inc. In the event that
   the Bell Director ceases to serve as a member of the Board of Directors of
   the Company ("Board") during his or her term in office as a result of he or
   she ceasing to be the CEO of BCE Inc., and for so long as Bell has the right
   to nominate the Bell Director pursuant to Sections 2.1 or 2.2, the resulting
   vacancy on the Board shall be filled by the new CEO of BCE Inc. as the Bell
   Director, upon notice of Bell to the Company to that effect. Each McCaw
   Entity (including without limitation ERH) agrees to use commercially
   reasonable efforts and take all action within its power, including, but not
   limited to, the voting of Voting Shares, to cause the removal of the Bell
   Director as provided above, and to cause the election of the new CEO of BCE
   Inc. as the Bell Director as soon as possible after receipt of notice of Bell
   to the Company to that effect. If there is a vacancy in the Bell Director
   seat for any reason and Bell does not notify the Company as provided above
   that such vacancy is to be filled by the CEO of BCE Inc. on or before the
   date which is 90 days after the date such seat first becomes vacant, the
   rights and obligations of the Company, Bell and the McCaw Entities (including
   without limitation ERH) under this Section 2 shall terminate and be of no
   further force or effect.

            2.4 Termination of Right to Board Seat. The effectiveness of this
   Section 2 shall be terminated upon the earliest to occur of (i) the date that
   Bell and the Bell Affiliates cease to own, either directly or indirectly, in
   the aggregate, Shares representing at least 5% of the Voting Shares of the
   Company, (ii) the date that Bell and the Bell Affiliates cease to own, either
   directly or indirectly, in the aggregate, Shares representing at least 50% of
   the Shares of the Company purchased under the Subscription Agreement (as
   adjusted for any Recapitalization Event (as defined below)), or (iii) the
   date upon which any competitor of the Company or the Company Affiliates
   acquires control of Bell or BCE Inc. For greater certainty, the effectiveness
   of this Section 2 shall not terminate upon the closing of the Company's IPO.

3.    Observation Rights.

            3.1 Bell Observer. Any time that there is no Bell Director serving
    on the Board or after Bell's rights under Section 2 have been terminated, so
    long as Bell and the Bell Affiliates own, either directly or indirectly, in
    the aggregate, at least 12,500,000 shares of Class A Common Stock (such
    class and number to be adjusted for any Recapitalization Event), the Company
    will permit the CEO of Bell (the "Observer") to attend all meetings of the
    Board and all committees thereof (whether in person, telephonic or
    otherwise) in a non-voting, observer capacity and shall provide the
    Observer, concurrently with the members of the Board, and in the same
    manner, notice of such meeting and a copy of all materials provided to such
    members. The Company may, in its sole discretion, invite one or more
    additional representatives of Bell to attend meetings of the Board as
    additional Observers; provided that the terms set forth in this Agreement
    shall apply to the attendance of any such additional Observers. Prior to
    attending any meetings of the Board or any committees thereof or being
    entitled to receive any such materials, the Observers will, upon request of
    the Company, execute a confidentiality agreement in favor of the Company,
    which shall be in a form reasonably acceptable to the Company and Bell. The
    effectiveness of this Section 3 shall terminate upon the closing of the
    Company's IPO.

            3.2 Exclusion Rights. The Board shall have the right to exclude the
    Observers from portions of meetings of the Board or omit to provide the
    Observer with certain information if any of the Company's Chairman, Chief
    Executive Officer or a majority of the members of the Board believes in good
    faith that:


            (a) such exclusion or omission is necessary in order to: (i)
                preserve the Company's attorney-client privilege (based on the
                advice of Company counsel); (ii) protect the proprietary nature
                of such information of the Company's business objectives,
                opportunities and/or competitive positioning; or (iii) fulfill
                the Company's obligations with respect to confidential or
                proprietary information of third parties (provided, however,
                that the Observer shall not be so excluded unless all other
                persons whose receipt of such materials or presence at a meeting
                would result in a violation of such third party confidentiality
                obligations are also excluded); or


            (b) such meeting or information involves information or analysis
                that would pose a conflict of interest for Bell, any of the Bell
                Affiliates or the Observers.

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4.    Disclaimer of Corporate Opportunity Doctrine. The Company acknowledges
that Bell and the Bell Affiliates will likely have, from time to time,
information that may be of interest to the Company ("Business Information")
regarding a wide variety of matters. The Company, as a material part of the
consideration for this Agreement agrees that Bell, the Bell Affiliates and the
Observers shall have no duty to disclose any Business Information to the Company
or permit the Company to participate in any projects, business or investments
based on any Business Information, or to otherwise take advantage of any
opportunity that may be of interest to the Company if it were aware of such
Business Information, and hereby waives, to the extent permitted by law, any
claim based on the corporate opportunity doctrine or otherwise that could limit
Bell's or Bell Affiliates' ability to pursue opportunities based on such
Business Information or that would require Bell, the Bell Affiliates or the
Observers to disclose any such Business Information to the Company or offer any
opportunity relating thereto to the Company. The Company agrees that the Bell
Director shall have no obligations to the Company, including obligations or
duties to disclose any Business Information, other than the obligations and
duties imposed on the Bell Director as a director of the Company under Delaware
law.

5.    Restrictions on Exercise of Drag Along Right Against Bell.

            5.1 Notwithstanding Section 6 of the Stockholders Agreement, the
   Company and the McCaw Entities (including without limitation ERH) agree and
   acknowledge that Bell shall have no obligation to take any action specified
   under Section 6 of the Stockholders Agreement in connection with the exercise
   of the Drag Along Right or any event giving rise to a Drag Along Right unless
   each of the following conditions is satisfied:

      (i)   The Selling McCaw Entity shall be required to commit to a Transfer
            in a bona fide arm's length transaction with a Person that is not an
            Affiliate of the McCaw Entities (including without limitation ERH).

      (ii)  The only representations, warranties or covenants that Bell shall be
            required to make in connection with a Transfer giving rise to a Drag
            Along Right (such Transfer, a "Company Sale") are representations
            and warranties with respect to its own ownership of the Company's
            securities to be sold by it and its ability to convey title thereto
            free and clear of liens, encumbrances or adverse claims and
            reasonable covenants regarding confidentiality, publicity and
            similar matters.

      (iii) The liability of Bell with respect to any representation and
            warranty or covenant made by the Company in connection with a
            Company Sale shall be several and not joint with any other person.
            Such liability shall be limited to Bell's pro rata share of the
            aggregate consideration payable to all stockholders of the Company
            in the Company Sale, which may be held in escrow for a period not to
            exceed 12 months from the closing date of the Company Sale.

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      (iv)  Bell shall not be required to amend, extend or terminate any
            contractual or other relationship with the Company, the acquirer or
            their respective Affiliates.

      (v)   Bell shall not be required to agree to any covenant not to compete
            or covenant not to solicit customers, employees or suppliers of any
            party to the Company Sale; provided, that, for the avoidance of
            doubt, any such obligations under the Master Supply Agreement shall
            survive the Company Sale, unless the Master Supply Agreement is
            terminated according to its terms.

            5.2 Bell will not be bound by the Drag Along Right following any
   assignment of the Drag Along Right (by operation of law or otherwise) by any
   McCaw Entity (including without limitation ERH) unless the Person to whom
   such right is assigned shall have executed a written agreement, substantially
   in the form of this Agreement, pursuant to which such Person becomes a party
   to this Agreement and agrees to be bound by all the provisions hereof.

            5.3 Bell will not be bound by the Drag Along Right if any McCaw
   Entity (including without limitation ERH) takes or consents to any action
   that results in the ability of any Person not a party to this Agreement to
   exercise the Drag Along Right against Bell, unless such Person shall have
   executed a written agreement, substantially in the form of this Agreement,
   pursuant to which such Person becomes a party to this Agreement and agrees to
   be bound by all the provisions hereof.

6.    Representations, Warranties and Covenants.

            6.1 Representations and Warranties of the Company and ERH. Each of
   the Company and ERH represent and warrant, severally but not jointly, as
   follows:

      (a)   Such entity is duly organized and existing under the laws of the
            jurisdiction under which such entity is organized and is in good
            standing under such laws. Such entity has requisite power and
            authority to own and operate its properties and assets, and to carry
            on its business as presently conducted and as proposed to be
            conducted.

      (b)   Such entity has all requisite power and authority to execute and
            deliver this Agreement and to carry out and perform its obligations
            under the terms of this Agreement.

      (c)   All action on the part of such entity (and its officers, directors,
            stockholders, managers or members, as applicable) necessary for the
            authorization, execution, delivery and performance by such entity,
            respectively, of this Agreement have been taken on or prior to the
            date hereof. This Agreement, when executed and delivered by such
            entity shall constitute the valid and binding obligations of such
            entity, enforceable in accordance with its terms, subject to laws of
            general application relating to bankruptcy, insolvency and the
            relief of debtors and rules of law governing specific performance,
            injunctive relief or other equitable remedies.

            6.2 Additional Representation and Warranty of ERH. ERH represents
   and warrants that, as of the date hereof, ERH owns the number of shares of
   the Company listed on Schedule 6.2 attached hereto, free and clear of liens
   or encumbrances, and has not, prior to or on the date of this Agreement,
   executed or delivered any proxy or entered into any other voting agreement or
   similar arrangement other than the Stockholders Agreement and this Agreement.
   As of the date hereof, no other McCaw Entity owns any voting or economic
   interest in the Company.

            6.3 Transaction Documents. For so long as the Stockholders Agreement
   remains in effect, in addition to, and not in substitution for, any
   information or related rights granted in the Transaction Documents or
   otherwise, the Company agrees to provide Bell with copies of

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   current versions of the Transaction Documents (fully executed) and the
   Company's Certificate of Incorporation (file-stamped), in each case,
   reflecting all amendments and restatements thereto through such date of
   request, promptly following a request by Bell, if any of such Transaction
   Documents or Certificate of Incorporation have been amended since the Company
   last provided copies thereof.


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7.     Antidilution Rights.

          7.1 Grant of Antidilution Rights. Any time after the date of the
   Subscription Agreement that the Company sells or issues or agrees to sell or
   issue (or is deemed to do so under Section 7.5) Dilutive Shares (as defined
   below) to any Person for no consideration or consideration per share that is
   less than the Trigger Price (as defined below) in effect immediately prior to
   such issuance or sale (each, a "Dilutive Issuance"), the Company shall
   concurrently issue to Bell for no consideration a number of shares of Class A
   common stock ("Class A Shares") equal to (i) Bell's Adjusted Shares (as
   defined below) less (ii) Bell's Original Shares (as defined below) (the
   "Antidilution Shares"). No fractional Class A Shares shall be issued pursuant
   to this Section 7.1. The number of Class A Shares issued shall be rounded to
   the nearest integral number of whole Class A Shares. For the purposes of
   this Section 7, whenever Dilutive Shares are issued for a consideration other
   than cash, either in whole or in part, the fair market value of the Dilutive
   Shares issued shall be as established by resolution of the Company's Board.

          7.2 Definitions. For the purposes of this Section 7, for each Dilutive
   Issuance, the following terms shall have the following meanings:

        (a) "Adjusted Shares" means the number of Class A Shares equal to the
            product of (x) Bell's Original Shares, multiplied by (y) the
            quotient of (1) the Trigger Price in effect immediately prior to a
            Dilutive Issuance, divided by (2) the Trigger Price in effect
            immediately after such Dilutive Issuance.

        (b) "Convertible Securities" means any evidences of indebtedness, shares
            or other securities directly or indirectly convertible into or
            exchangeable for Class A Shares, or shares of Class B common stock
            or any other class of common stock of the Company (collectively,
            "Common Shares"), but excluding Options.

        (c) "Dilutive Shares" means Common Shares, Options and Convertible
            Securities issued or deemed issued under Section 7.5 of this
            Agreement after the date of the Subscription Agreement other than:

            (i)  Common Shares issued pursuant to Article IV, Section 2(d) of
                 the Certificate;

            (ii)  (A) Common Shares outstanding on the date of the Subscription
                  Agreement, (B) Convertible Securities or Options outstanding
                  on the date of the Subscription Agreement (and the Common
                  Shares issued upon conversion, exchange or exercise of such
                  Convertible Securities or Options), and (C) Common Shares
                  (and/or Convertible Securities and Options, and the Common
                  Shares issuable upon conversion, exchange or exercise of such
                  Convertible Securities or Options) issued pursuant to
                  agreements in effect or other commitments or offers
                  outstanding on the date of the Subscription Agreement that (1)
                  relate to the acquisition of spectrum rights or related assets
                  by the Company and/or the Company Affiliates, or (2) are
                  otherwise set forth in the Schedules attached to the
                  Subscription Agreement;

            (iii) Common Shares (and/or Convertible Securities and/or Options,
                  and the Common Shares issuable upon conversion, exchange or
                  exercise of such Convertible Securities or Options) issued to
                  employees, consultants, directors, vendors, lessors or others
                  with whom the Company conducts business, provided that such
                  shares, options, warrants or other rights are issued pursuant
                  to a stock option plan or restricted stock plan approved by
                  the Board and solely for compensation purposes;

            (iv)  Shares actually issued upon exercise of any Options or
                  conversion or exchange of any Convertible Securities; and/or

            (v)   Shares (and/or Convertible Securities and Options, and the
                  Shares issuable upon conversion, exchange or exercise of such
                  Convertible Securities or Options) issued in connection with
                  any stock split, stock dividend, reverse stock split,
                  recapitalization, reorganization or other distribution of
                  Shares (each, a "Recapitalization Event") that does not affect
                  the relative economic interests or rights of holders of
                  Shares.

        (d) "Options" means rights, options or warrants to subscribe for,
            purchase or otherwise acquire directly or indirectly Common Shares
            or Convertible Securities.

        (e) "Original Shares" means (x) with respect to the first Dilutive
            Issuance, the total number of Class A Shares acquired by Bell
            pursuant to the Subscription Agreement (as adjusted for any
            Recapitalization Event) and (y) with respect to each Dilutive
            Issuance thereafter, the total number of Adjusted Shares immediately
            prior to such Dilutive Issuance (as adjusted for any
            Recapitalization Event). For the avoidance of doubt, any Shares
            acquired by Bell or a Bell Affiliate from either the Company or any
            other Stockholder under the Master Supply Agreement or any other
            agreement (except for the Subscription Agreement and this Agreement)
            shall in no event be included in the number of Original Shares under
            this Section 7.

        (f) "Trigger Price" shall initially mean $4.00 per share (the "Original
            Issue Price"). In connection with each Dilutive Issuance, the
            Trigger Price shall be adjusted downwards to equal the lowest price
            per Dilutive Share paid for the Dilutive Shares issued or sold in
            such Dilutive Issuance. The Trigger Price shall also be
            proportionately adjusted from time to time for any Recapitalization
            Event pursuant to which securities of the Company are issued with
            respect to the Original Shares and/or Adjusted Shares.

          7.3 Covenant Regarding Antidilution Shares. The Company hereby
   represents, warrants and covenants that (i) as a condition precedent to the
   issuance or sale of any Dilutive Shares in a Dilutive Issuance, the Company
   shall have reserved at the time of such Dilutive Issuance out of its
   authorized but unissued capital stock sufficient Class A Shares to enable the
   Company to issue all of the applicable Antidilution Shares pursuant to this
   Section 7, and (ii) all Antidilution Shares issued pursuant to this Section 7
   shall, upon issuance for no additional consideration, be duly authorized,
   validly issued, fully paid and nonassessable.

          7.4 Termination of Antidilution Rights. Subject to this Section 7.4,
   the rights granted under this Section 7 shall terminate immediately after the
   first to occur of the following: (i) the closing of the Company's IPO, or
   (ii) the closing of one or more equity financing transactions in which the
   Company raises an aggregate of US$150,000,000 in cash (the "Termination
   Threshold") after the date of the Subscription Agreement from sales of Common
   Shares and Convertible Securities (each of which shall be valued in
   accordance with Section 7.5) at a price per share equal to or greater than
   the Original Issue Price (as proportionately adjusted for any
   Recapitalization Event). Notwithstanding the foregoing, no amounts invested
   in the Company on or before the date of the Subscription Agreement by any
   Person and/or at any time (no matter whether on, before or after the date of
   the Subscription Agreement) by Bell, any affiliate of Bell, any McCaw Entity
   (including without limitation ERH), any Affiliate of a McCaw Entity
   (including without limitation ERH) or any current Stockholder or any
   Affiliate thereof shall apply towards the Termination Threshold.

          7.5 Deemed Issuances of Dilutive Shares. In the case of any issuance
   (whether on or after the date of the Subscription Agreement) by the Company
   of any Convertible Securities or Options, the following provisions shall
   apply for all purposes of this Section 7:

        (a) For any Convertible Securities issued (other than pursuant to the
            exercise of Options) after the date of the Subscription Agreement,
            the aggregate maximum number of Common Shares deliverable upon
            conversion or exercise of or in exchange for any such Convertible
            Securities shall be deemed to have been issued at the time such
            Convertible Securities were issued and for a consideration equal to
            the consideration, if any, received by the Company upon the issuance
            of such Convertible Securities plus the minimum additional
            consideration, if any, to be paid under the terms of such
            Convertible Security upon conversion, exercise or exchange of such
            Convertible Securities into the Common Shares covered thereby.

        (b) For any Options issued, the aggregate maximum number of Shares
            deliverable upon exercise of the Options, or, in the case of Options
            for Convertible Securities, the conversion, exercise or exchange of
            such Convertible Securities, shall be deemed to have been issued at
            the time such Options were issued for a consideration equal to the
            consideration, if any, received by the Company for such Options,
            plus the minimum exercise price provided in such Options for the
            Common Shares or Convertible Securities covered thereby, and, in the
            case of Options for Convertible Securities, plus the amount of
            additional consideration, if any, to be paid upon the conversion,
            exercise or exchange of such Convertible Securities.


                                       9
<PAGE>


8.    Prohibitions and Restrictions on Certain Sales of Company Securities.

            8.1 Prohibition on Certain Sales of Company Securities to McCaw
   Entities. Notwithstanding anything to the contrary in the Stockholders
   Agreement the Company shall not issue or sell any Shares of any class of
   capital stock of the Company or any other equity securities of the Company,
   or any securities or instruments convertible into or exchangeable or
   exercisable for, directly or indirectly, any Shares or any other equity
   securities of the Company (collectively, "Company Securities"), to any McCaw
   Entity (including without limitation ERH) for a price per share (calculated
   on an as-if converted into or exercised or exchanged for Class A Shares of
   the Company basis) less than the Original Issue Price (as proportionately
   adjusted for any Recapitalization Event), except pursuant to (i) exercises by
   the McCaw Entities of their preemptive rights pursuant to Section 1 of the
   Stockholders Agreement in circumstances where Bell is also entitled to
   exercise those rights, and exercises by ERH or any other McCaw Entities of
   its preemptive rights pursuant to Section 11 of this Agreement in
   circumstances where Bell is also entitled to exercise those rights, and (ii)
   any exercises or conversion by any McCaw Entities of any Options or
   Convertible Securities held by the McCaw Entities as of the date hereof.

            8.2 Prohibition on Certain Sales of Company Securities to
   Competitors of Bell. Notwithstanding anything to the contrary in the
   Stockholders Agreement, the Company shall not issue, sell, assign, dispose
   of, pledge or otherwise Transfer any Company Securities or any debt of the
   Company to any Canadian competitor of Bell set forth on Schedule 8.2 attached
   hereto or any Affiliate, assignee or successor of any Canadian competitor of
   Bell set forth on Schedule 8.2 (each a "Bell Competitor*), as such Schedule
   may be updated from time to time upon mutual agreement of the Parties.
   Additionally, the Company shall not borrow any capital from any Bell
   Competitor. Notwithstanding the foregoing, the Company may sell any of its
   securities to a Bell Competitor in a public offering registered under the
   Act, provided that the Company cannot solicit any Bell Competitor. The
   effectiveness of this Section 8.2 shall be terminated upon the date that Bell
   and the Bell Affiliates cease to own, either directly or indirectly, in the
   aggregate, Shares representing at least 50% of the Shares of the Company
   purchased under the Subscription Agreement (as adjusted for any
   Recapitalization Event (as defined below)).

                                      10
<PAGE>

            8.3 Right of First Refusal with Respect to Sales of Company
   Securities by any McCaw Entity to Bell Competitors. Notwithstanding anything
   to the contrary in the Stockholders Agreement, with respect to any Transfer
   by any McCaw Entity (including without limitation ERH) of any of its Company
   Securities, or securities of ERH (or any other McCaw Entities that owns,
   directly or indirectly, more than five percent (5%) of the outstanding
   Company Securities or, if less than five percent (5%), represents its primary
   asset) ("McCaw Securities"), to a Bell Competitor, Bell shall have, and the
   McCaw Entities hereby irrevocably grant to Bell, the rights (the "Competitor
   Right of First Refusal") described in this Section 8.3.

      (a)   Any McCaw Entity (the "Selling McCaw Entity") that desires to
            Transfer any of its Company Securities or McCaw Securities in
            compliance with this Section 8.3 must first receive a bona fide,
            written offer ("Competitor Offer") from the applicable Bell
            Competitor for the acquisition of any or all of the Selling McCaw
            Entity's Company Securities or McCaw Securities. Upon receipt and
            acceptance of a Competitor Offer that the McCaw Entity intends to
            accept, the Selling McCaw Entity shall give written notice (the
            "Competitor ROFR Notice") to Bell stating that the Selling McCaw
            Entity intends to Transfer Company Securities or McCaw Securities to
            a Bell Competitor. The Competitor ROFR Notice shall identify the
            Bell Competitor, specify the type and number of Company Securities
            or McCaw Securities to be Transferred to the Bell Competitor (the
            "Competitor ROFR Securities"), specify the aggregate and per share
            price (in cash or other consideration) (the "Competitor Sale Price")
            that the Bell Competitor has agreed to pay for the Competitor ROFR
            Securities, and enclose an accurate summary of all other material
            terms and conditions of the proposed Transfer.

      (b)   The Competitor ROFR Notice shall constitute the Selling McCaw
            Entity's binding offer to sell the Competitor ROFR Securities to
            Bell on the terms set forth in the Competitor ROFR Notice and this
            Agreement. Bell shall have 10 business days after delivery of the
            Competitor ROFR Notice (the "Competitor ROFR Exercise Period") to
            exercise its right to purchase all, but not less than all of, the
            Competitor ROFR Securities at the Competitor Sale Price and upon the
            other terms and conditions set forth in the Competitor ROFR Notice
            by written notice to the Selling McCaw Entity within the Competitor
            ROFR Exercise Period, provided that such written notice may provide
            that the exercise of the Competitor Right of First Refusal by Bell
            is subject to obtaining the required regulatory approvals, for which
            Bell is using commercially reasonable efforts to satisfy the
            requirements as soon as reasonably practicable.

      (c)   Failure to deliver such notice within the Competitor ROFR Exercise
            Period shall constitute a waiver of the Competitor Right of First
            Refusal with respect to the Competitor ROFR Securities, and the
            Selling McCaw Entity shall have ninety (90) business days thereafter
            to complete the Transfer of the Competitor ROFR Securities to the
            Bell Competitor on substantially the same terms set forth in the
            Competitor Offer; otherwise, the Competitor ROFR Securities
            thereupon be again subject to the right of first refusal described
            in this Section 8.3 before any Transfer can be made.

      (d)   Delivery of a notice exercising the Competitor Right of First
            Refusal shall create a binding contract between the Selling McCaw
            Entity and Bell for the purchase and sale of the Competitor ROFR
            Securities at the Competitor Sale Price and on the terms and
            conditions in the Competitor Offer, as described in the summary
            provided in the Competitor ROFR Notice, and this Section 8.3. In
            that event, Bell shall deliver the Competitor Sale Price for the
            Competitor ROFR Securities, in immediately available funds, to the
            Selling McCaw Entity to effectuate the Transfer of the Competitor
            ROFR Securities within five business days after the end of the
            Competitor ROFR Exercise Period or the satisfaction of the
            conditions to closing contained in the Competitor ROFR Notice;
            provided that Bell is using commercially

                                      11
<PAGE>

            reasonable efforts to cause such condition to be satisfied as soon
            as reasonably practicable. The Selling McCaw Entity shall effectuate
            the Transfer of the Competitor ROFR Securities by promptly
            delivering to Bell (and/or the applicable Affiliate of Bell) one or
            more certificates, properly endorsed for transfer, that represent
            the Competitor ROFR Securities, together with stock powers and such
            other closing documentation that Bell (and/or the applicable
            Affiliate of Bell) may reasonably request. The Company and the McCaw
            Entities (including without limitation ERH) agree to consent as
            required under the Stockholders Agreement to any Transfer by a McCaw
            Entity to Bell or its Affiliates under this Section 8.3.

9.    Change of Control Not a Repurchase Event. The Company and the McCaw
Entities (including without limitation ERH) agree to consent under Section 7 of
the Stockholders Agreement to a Change of Control of BCE Inc. or Bell so that it
does not constitute a Repurchase Event with respect to any Stock held by Bell or
the Bell Affiliates.

10.   Permitted Transfers. The Company and the McCaw Entities (including without
limitation ERH) agree to consent to any Transfers of any or all of Bell's and
the Bell Affiliates' Company Securities between or among Bell and/or the Bell
Affiliates who qualify as Qualified Transferees and who agree in writing to be
bound by the terms of the Stockholders Agreement and this Agreement, so that
such Transfers qualify as Permitted Transfers; provided, that the maximum number
of transferees permitted under this Section 10 shall not exceed five (5).


11.   Additional Preemptive Rights. In addition to the preemptive rights (the
"Preemptive Rights") granted to the Eligible Stockholders and the Eligible
NextNet Stockholders pursuant to Section 1 of the Stockholders Agreement, in
connection with each issuance of New Shares (as defined in Section 1 of the
Stockholders Agreement) and upon the expiration of the period to exercise any
Preemptive Rights with respect to any issuance of New Shares, the Company shall
make an offering of any New Shares not purchased by the Eligible Stockholders
and the Eligible NextNet Stockholders (the "Unpurchased Shares") pursuant to
Section 1 of the Stockholders Agreements to Bell and ERH in accordance with this
Section 11.

     11.1   The Company shall deliver a notice (the "Additional Preemptive
            Rights Notice") to Bell and ERH stating (i) the number of
            Unpurchased Shares, (ii) that each of Bell and ERH is entitled to
            purchase up to 50% of the Unpurchased Shares, and (iii) that the
            Unpurchased Shares are being offered at the same price and on the
            same terms as previously offered to the Eligible Stockholders and
            the Eligible NextNet Stockholders.

     11.2   By written notification received by the Company, within five (5)
            business days after the receipt of the Additional Preemptive Rights
            Notice, each of Bell and ERH may elect to purchase, at the price and
            on the terms specified in the Additional Preemptive Rights Notice,
            up to 50% of the Unpurchased Shares. Such written notice shall be a
            binding, irrevocable commitment to purchase such Unpurchased Shares.

     11.3   If either Bell or ERH (as applicable, the "Non-Participating Party")
            does not elect to purchase all of the Unpurchased Shares that such
            Non-Participating Party is entitled to purchase under Section 11.2
            above, the Company must offer the unsubscribed portion of the
            Non-Participating Party's allocation of the Unpurchased Shares to
            the party (if any) that has elected to purchase all of its allocated
            portion of the Unpurchased Shares (the "Participating Party") by
            delivering notice (the "Non-Participating Notice") to the
            Participating Party stating the number of Unpurchased Shares that
            remain available for purchase (the "Remaining Unpurchased Shares")/

     11.4   By written notification received by the Company, within five (5)
            business days after the receipt of the Non-Participating Notice, the
            Participating Party may elect to purchase, at the price and on the
            terms specified in the Additional Preemptive Rights Notice, all or
            any part of the Remaining Unpurchased Shares. Such written notice
            shall be binding, irrevocable commitment to purchase such Remaining
            Unpurchased Shares.

     11.5   Bell and ERH shall each retain its respective preemptive rights
            granted pursuant to this Section 11 (its "Additional Preemptive
            Rights") as long as it fully exercises it Preemptive Rights pursuant
            to Section 1 of the Stockholders Agreement, as applicable, with
            respect to each offering of New Shares by the Company; provided,
            however, that failure (i) to exercise such rights at any time during
            a period of one year beginning on the date of this Agreement or (ii)
            to exercise such rights in connection with the issuance by the
            Company of US$400,000,000 in the aggregate of New Shares, whichever
            comes last, will not result in the Additional Preemptive Rights no
            longer being available to Bell or ERH, as the case may be.
            Notwithstanding the foregoing, this Section 11 will terminate upon
            the closing of the Company's IPO.

     11.6   If Bell and/or ERH do not elect to subscribe to all New Shares that
            they are entitled to purchase under this Section 11, the Company may
            offer the unsubscribed portion of such New Shares to any Persons at
            a price not less than, and upon terms no more favorable to the
            offeree, than those specified in the Additional Preemptive Rights
            Notice, provided that the Company completes the offer and sale of
            such unsubscribed portion within 120 days after the date the
            applicable Issue Notice is first delivered to the stockholders under
            the Stockholders Agreement.


12.  Preemptive Rights in All Equity Financing Transactions. Notwithstanding
Section 1.01 of the Stockholders Agreement, the Preemptive Rights and the
Additional Preemptive Rights will be made available to Bell in connection with
any equity financing transaction, without exception. For the avoidance of doubt,
this Section 12 shall not prevent or limit the termination of such rights upon
the Company's IPO or extend such rights to any Shares sold to the public or upon
the exercise of warrants or right granted to underwriters in the  Company's IPO.


                                       12
<PAGE>



13.   Definition of Transfer. Notwithstanding anything to the contrary in this
Agreement or the Stockholders Agreement, the definition of Transfer for all
purposes of this Agreement shall be the definition of Transfer set forth in
Section 4.01 of the Stockholders Agreement without regard to Section 4.03 of the
Stockholders Agreement.

14.   Termination of Restrictions on Transfer in Stockholders Agreement.

            14.1 Company Default under Master Supply Agreement. Notwithstanding
   anything to the contrary in the Stockholders Agreement, if the Company
   terminates the Master Supply Agreement for any reason (other than due to a
   breach of or default under the Master Supply Agreement by Bell) or breaches
   or is in default under the Master Supply Agreement and such breach or default
   (i) is not curable or, if curable, is not cured in compliance with and within
   the time period applicable under the Master Supply Agreement and (ii) would
   give Bell a basis for terminating the Master Supply Agreement (a "Company
   Breach"), none of the Company, the Company Affiliates and the McCaw Entities
   (including without limitation ERH) will enforce the provisions of Sections 4
   and 5 of the Stockholders Agreement with respect to any Transfer of Company
   Securities by Bell and the Bell Affiliates, and hereby expressly consent
   thereto, except as otherwise provided in Section 14.3 below; provided, that
   (a) the transferee agree to become bound by the terms of the Stockholders
   Agreement prior to such Transfer and (b) for any Transfer to which this
   Section 14.1 applies as the result of a Company Breach, Bell or the Bell
   Affiliate making such Transfer, provides (x) prior written notice to the
   Company of the existence of a Company Breach, including the grounds upon
   which such claim of a Company Breach is based, (y) if curable under the
   Master Supply Agreement, an opportunity to cure such Company Breach as
   provided in the Master Supply Agreement, and (z) prior written notice of the
   intent to Transfer Shares if such Company Breach is not cure during the cure
   period, if any.

                                      13
<PAGE>

            14.2 Sale to VoIP Service Provider. Notwithstanding anything to the
   contrary in the Stockholders Agreement, if any Person that as a material part
   of its activities in the United States markets, provides or supports Voice
   over Internet Protocol services, and/or any Affiliate(s) of such a Person,
   acquires or holds a majority of the outstanding voting power of the Company
   or ERH, none of the Company, the Company Affiliates and the McCaw Entities
   (including without limitation ERH) will enforce the provisions of Sections 4
   and 5 of the Stockholders Agreement with respect to any Transfer of Company
   Securities by Bell and the Bell Affiliates, and hereby expressly consent
   thereto, except as otherwise provided in Section 14.3 below; provided, that
   the transferee agree to become bound by the terms of the Stockholders
   Agreement prior to such Transfer.

            14.3 Sales by Bell to Company Competitors. Notwithstanding Sections
   14.1 or 14.2 of this Agreement, if Bell and/or the Bell Affiliates desire to
   Transfer all or any part of their Company Securities to any person or entity
   a significant portion of its business consists (or is expected to consist) of
   the provision of fixed wireless broadband services or equipment of the type
   delivered by the Company in the United States, then Section 5.01 of the
   Stockholders Agreement shall apply to such Transfer.

15.   Notice of Certain Potential Transactions. So long as Bell and the Bell
Affiliates own, in the aggregate, directly or indirectly, Company Securities
representing at least 5% of the Voting Shares of the Company, (A) the McCaw
Entities shall provide prompt written notice to Bell each time any of the
following occurs: (i) any of the McCaw Entities receives an offer from, or
enters into material or substantive discussions with, any entity regarding a
possible transaction that, if consummated, would permit such McCaw Entity to
exercise its Drag Along Right on Bell's Shares, but with respect to offers, only
if and at such time as such McCaw Entity enters into material or substantive
discussions with the entity, (ii) the CEO or President of any one of the McCaw
Entities authorizes or intends to seek authority from the board of directors of
any McCaw Entity to authorize any of the McCaw Entities to enter into a sale
process for the purposes of completing a transaction that, if consummated, would
permit any such McCaw Entity to exercise its Drag Along Right on Bell's Shares,
and (B) the Company shall provide prompt written notice to Bell each time any of
the following occurs: (i) the Company receives an offer from, or enters into
material or substantive discussions with, any entity regarding a possible
transaction that, if consummated, would either result in a Change of Control of
the Company or permit any one of the McCaw Entities to exercise its Drag Along
Right on Bell's Shares, but with respect to offers, only if and at such time as
the Company enters into material or substantive discussions with the entity,
(ii) the CEO or President of the Company authorizes or intends to seek authority
from the Board to authorize the Company to enter into a sale process for the
purposes of completing a transaction that, if consummated, would either result
in a Change of Control of the Company or permit any of the McCaw Entities to
exercise its Drag Along Right on Bell's Shares. Following any of notifications
as provided above, subject to the limitations under any confidentiality
agreements entered into with third parties, the Company and/or the McCaw
Entities, as applicable, will provide Bell with a reasonable opportunity to
engage in the process, at Bell's option; provided, that, the foregoing shall not
require the Company and/or the McCaw Entities to delay the acceptance of any
offer beyond any deadline associated with such offer or to otherwise take any
action that would materially prejudice the ability of the Company and/or the
McCaw Entities to enter into the transaction that is the subject of a
notification under this Section 15..

16.   Limitations with Respect to McCaw Entities. Commencing on the date of this
Agreement and continuing thereafter for so long as the McCaw Entities hold a
majority of the voting power of the Company, no McCaw Entity (including without
limitation ERH and Craig O. McCaw, but excluding ICO Global Communications and
the Company) will acquire more than a ten percent (10%) passive equity interest
in any company (excluding ICO Global Communications and the Company) for whom a
significant portion of its business consists (or is expected to consist) of the
provision of fixed wireless broadband services or equipment of the type
delivered by the Company in the United States, unless the applicable McCaw
Entity has first made the opportunity

                                      14
<PAGE>

available to the Company and the Company's independent directors have decided to
direct the Company not to pursue the opportunity.

17. Miscellaneous.

         17.1 Term and Termination. The term of this Agreement shall begin on
   the date of this Agreement and shall terminate on the latest to occur of the
   following: (i) the Master Supply Agreement terminates, or (ii) Bell and the
   Bell Affiliates own no Shares of the Company.

         17.2 Successors and Assignees. Except as otherwise provided in this
   Agreement, the terms and conditions of this Agreement shall inure to the
   benefit of and be binding upon the respective successors and assigns of the
   Parties (including any Permitted Transferees of all or substantially all of
   Bell's or ERH's Shares). As a closing condition to any Transfer of Shares by
   any Party to this Agreement (including, without limitation, any McCaw
   Entity), the transferee of such Shares shall agree in writing to be bound by
   this Agreement and the Stockholders Agreement. In addition, the Company and
   ERH agree that as a condition precedent of any McCaw Entity becoming the
   holder of any Share, it will obtain that such McCaw Entity agrees to be bound
   by this Agreement and the Stockholders Agreement, and Bell agrees that as a
   condition precedent of any Bell Affiliate becoming the holder of any Share,
   it will obtain that such Bell Affiliate agrees to be bound by this Agreement
   and the Stockholders Agreement.

         17.3 Notices. All notices, requests, demands, instructions, documents
   and other communications to be given under this Agreement to any party shall
   be in writing and sent to the address/fax number set forth on the signature
   page below (provided that any party may at any time change its address for
   notice or other such information by giving written notice thereof in writing
   to the other parties hereto).

         17.4 Governing Law. This Agreement shall be governed by and construed
   in accordance with the laws of the State of Delaware.

         17.5 Amendment and Waiver. This Agreement may not be amended or
   modified without the written consent of the Parties. No waiver of any
   provision of this Agreement shall be binding unless and until set forth
   expressly in writing and signed by the waiving party. The waiver by any party
   hereto of a breach of any provision of this Agreement shall not operate or be
   construed as a waiver of any preceding or succeeding breach of the same or
   any other term or provision, or a waiver of any contemporaneous breach of any
   other term or provision, or a continuing waiver of the same or any other term
   or provision. Notwithstanding anything to the contrary in this Agreement or
   the Stockholders Agreement, the Stockholders Agreement shall not be amended
   or modified without the prior written consent of Bell and no waiver of any
   term or provision of the Stockholders Agreement shall be effective against
   Bell without the prior written consent of Bell.

         17.6 Specific Performance. The Parties acknowledge that it will be
   impossible to measure in money the damage to them caused by any failure to
   comply with the covenants set forth in this Agreement, that each such
   covenant is material, and that in the event of any such failure, the injured
   party will not have an adequate remedy at law or in damages. Therefore, the
   Parties consent to the issuance of an injunction or the enforcement of other
   equitable remedies against them at the suit of the other, without bond or
   other security, to compel performance of all of the terms of this Agreement,
   and waive the defense of the availability of relief in damages.

         17.7 Severability. If any provision of this Agreement shall be declared
   void or unenforceable by any judicial or administrative authority, the
   validity of any other provision and of the entire Agreement shall not be
   affected thereby.

                                       15

<PAGE>

         17.8 Enforceability; Conflicts. In all events, the terms and provisions
   of this Agreement shall be enforceable notwithstanding any conflicting term
   or provision set forth in any of the other Transaction Agreements. In the
   event of any conflict between any term or provision of this Agreement and any
   term or provision set forth in any of the other Transaction Agreements, such
   term or provision of this Agreement shall prevail over such term or provision
   set forth in any of the other Transaction Agreements.

         17.9 No Impairment. Each of the Parties hereto agree not to, by
   amendment of the Company's Certificate of Incorporation or Bylaws or through
   any reorganization, recapitalization, transfer of assets, consolidation,
   merger, dissolution, issue, sale or transfer of securities or any other
   voluntary action, avoid or seek to avoid the observance or performance of any
   of the terms of this Agreement, but will at all times in good faith assist in
   the carrying out of all such terms and in the taking of all such action as
   may be necessary or appropriate in order to protect the rights granted herein
   against impairment.

         17.10 Further Assurances. Each of the Parties hereto shall execute and
   deliver all additional documents and instruments and shall do any and all
   acts and things reasonably requested in connection with the performance of
   the obligations undertaken in the Agreement or otherwise to effectuate in
   good faith the intent of the Parties.

         17.11 Counterparts. This Agreement may be executed in counterparts,
   each of which shall be deemed an original, but all of which together shall
   constitute one and the same instrument.

         17.12 Entire Agreement. This Agreement, the Transaction Agreements and
   the documents referred to herein and therein constitute the entire agreement
   among the Parties with respect to the subject matter hereof and thereof and
   no Party shall be liable or bound to any other Party in any manner by any
   warranties, representations, covenants or agreements except as specifically
   set forth herein or therein.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

                                       16
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.

CLEARWIRE CORPORATION                Address:

By: /s/ Ben Wolff                    5808 Lake Washington Boulevard NE, Suite
   -----------------------------     300
Name: Ben Wolff                      Kirkland, WA 98033
Title: Executive Vice President      Attention: Vice President of Legal Affairs

EAGLE RIVER HOLDINGS, LLC            Address:
(f/k/a COM Holdings, LLC)

By: Eagle River, Inc., a Washington
Corporation, its Manager

By: /s/ Ben Wolff
   ----------------------------
Name: Ben Wolff
Title: President

Agreed and Accepted:

BELL CANADA                          Address:
                                     1000, De La Gauchetiere Street West,
By: /s/ J. Trevor Anderson           Suite 3700
   -----------------------------     Montreal, Quebec
Name: J. Trevor Anderson             H3B4Y7
Title: SVP Technology                Attention: Chief Legal Officer, Bell Canada
                                     With copy by e-mail to:
                                     scott.thomson@bell.ca and
                                     michel.lalande@bell.ca

                                SIGNATURE PAGE TO
                             SIDE AGREEMENT BETWEEN
                       BELL CANADA, CLEARWIRE CORPORATION,
                          AND EAGLE RIVER HOLDINGS, LLC