<PAGE>

                                                                   Exhibit 10.57

                     WIRELESS BROADBAND CPE SUPPLY AGREEMENT

Between:                                and:

Motorola, Inc.                          Clearwire US LLC
1501 W. Shure Drive                     5808 Lake Washington Blvd. NE, Suite 300
Arlington Heights, IL 60004             Kirkland, WA 98033
(Motorola)                              (Clearwire)

EFFECTIVE DATE: August 29, 2006

This Wireless Broadband CPE Supply Agreement (Agreement) is entered into between
Motorola and Clearwire as of the Effective Date. Clearwire will purchase and
Motorola agrees to sell Wireless Broadband Subscriber Products (as defined in
Exhibit "B"), support, accessories and related equipment, all as listed in
Exhibit A, Schedule 1 at the prices listed in Exhibit A and on the terms and
conditions in this Agreement, Exhibits and Schedules. The Exhibits and Schedules
attached in this Agreement, as such Exhibits A-C and Schedules may be amended by
agreement of the parties from time to time, are incorporated into this
Agreement. Affiliates of Clearwire, as defined in Exhibit A, also have the right
to directly purchase under this Agreement, on the terms and conditions stated in
this Agreement and Clearwire and Clearwire Corporation will guarantee payment
for any Subscriber Products Motorola provides to Clearwire and Clearwire
Affiliates.

This Agreement and attached Exhibits and Schedules constitute the entire and
final expression of agreement between the parties, and supersede all other
communications between the parties, pertaining to the subject matter of this
Agreement. This Agreement may be executed in multiple counterparts, each of
which will be deemed an original and all of which taken together will constitute
one and the same instrument. Facsimile or digital signatures will be treated as
originals.

                            [Signature pages follows]

<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives.

MOTOROLA INC.                           CLEARWIRE US LLC


By: /s/ C. F. WRIGHT                    By: /s/ Benjamin G. Wolff
    ---------------------------------       ------------------------------------
             (signature)                               (signature)

Name: C. F. WRIGHT                      Name: Benjamin G. Wolff
Title: SENIOR VICE-PRESIDENT            Title: Co-President & Co-CEO
Date: 8/29/06                           Date: 8/29/06

<PAGE>

Clearwire Corporation hereby guarantees payment of the purchase price for any
Subscriber Products purchased by Clearwire or any Clearwire Affiliate under this
Agreement, subject to the exercise of any rights of Clearwire or such Clearwire
Affiliate with respect to such payment Motorola need not exhaust remedies
against Clearwire and Clearwire Affiliates (other than to demand payment and to
allow for the passage of the applicable cure period) prior to pursuing this
guarantee of Clearwire Corporation.

CLEARWIRE CORPORATION


By: /s/ Benjamin G. Wolff
    ---------------------------------
               (signature)

Name: Benjamin G. Wolff
Title: Co-President & Co-CEO
Date: 8/29/06

<PAGE>

                                    EXHIBIT A
                               PRODUCTS AND PRICES

A.   Under the terms of this Agreement, Motorola will offer the specific
     Wireless Broadband Subscriber Products contained in Exhibit A, Schedule I
     ("Subscriber Products").

B.   Certain technical specifications and features for Subscriber Products are
     contained in Exhibit A, Schedule 2.

C.   Targeted availability dates for Subscriber Products are contained in
     Exhibit A, Schedule 3.

D.   Exhibit A, Schedule 4 "Expedience CPE Feature Roadmap" highlights the
     features that Clearwire needs for the Expedience CPE family.


                                       A-1

<PAGE>

                                    EXHIBIT A

                                   SCHEDULE 1

                         SUBSCRIBER PRODUCTS AND PRICING

The pricing stated in this Exhibit A, Schedule 1 is the [***] pricing to be
charged by Motorola under this Agreement. Throughout the term of this Agreement,
Motorola will use commercially reasonable efforts to [***] for the Subscriber
Products specifically listed in this Exhibit A, Schedule 1.

                                  SEE ATTACHED

[*** Confidential Treatment Requested]


                                       A-2

<PAGE>

                          2006 CPE EXPEDIENCE EQUIPMENT

<TABLE>
<CAPTION>
     ITEM                           DESCRIPTION                      TOTAL PRICE   (I)NFRA / (C)PE
     ----                           -----------                      -----------   ---------------
<S>             <C>                                                  <C>           <C>
022-0009-0001   BOX OSU (OUTDOOR CPE) SINGLE                               [***]          C
022-0015-0001   BOX FOR SLIMLINE SINGLE                                    [***]          C
022-0050-0004   BOX SLEEVE A-MOD SLIMLINE W/BARCODE GENERIC                [***]          C
022-0050-0101   CLEARWIRE BOX SLEEVE                                       [***]          C
022-0055-0001   BOX OSU SINGLE                                             [***]          C
250-1055-1903   CLEARWIRE OSU KIT 10OFT CABLE                              [***]          C
250-1155-1000   2.5GHZ OSU KIT WITH EURO CORD, 100 FT CABLE                [***]          C
250-1157-1000   OSU3310 AV CPE KIT W/900-0009-9100 EUROINSTALL KIT         [***]          C
250-1159-1000   OSU3510 AV CPE KIT W/900-0009-9101 EURO NSTLKIT            [***]          C
250-1255-1000   OSU 2510-AV OUTDOOR CPE KIT INCLUDING UK CORD              [***]          C
250-1257-1000   OSU 3310 AV CPE KIT W/900-0009-9102 UK                     [***]          C
250-1259-1000   OSU 3510 AV CPE KIT W/900-0009-9102 UK                     [***]          C
250-1357-1000   OSU 3310 AV CPE KIT W/900-0009-9103 CHINA/AUS              [***]          C
250-1359-1000   OSU 3510 AV CPE KIT W/900-0009-9103 CHINA/AUS              [***]          C
250-5055-1000   2.6GHZ OSU KIT                                             [***]          C
250-5055-1903   CLEARWIRE OSU KIT 50FT CABLE                               [***]          C
250-5155-1000   2.6GHZ OSU KIT W/EURO CORDS 50 FT CABLE                    [***]          C
250-5157-1000   3.3 GHZ OSU KIT                                            [***]          C
250-5159-1000   3.5 GHZ OSU KIT                                            [***]          C
250-5159-1761   OSU 3510-A OUTDOOR CPE KIT BELGIUM                         [***]          C
250-5255-1000   OSU 2510-AV OUTDOOR CPE KIT INCLUDING UK CORD              [***]          C
250-5259-1777   OSU 3510-A V CLEARWIRE IRELAND CPE KIT                     [***]          C
250-5357-7001   OSU 3310-A OUTDOOR CPE KIT                                 [***]          C
250-5557-7001   OSU 3310-A OUTDOOR CPE KIT                                 [***]          C
350-0255-0001   COVER/MOUNTING PLATE, MSU                                  [***]          C
370-0015-0001   SLIMLINE COVER ASSEMBLY-CPE                                [***]          C
370-0015-0002   SLIMLINE BASE ASSEMBLY-CPE                                 [***]          C
370-0015-0005   WINDOW MOUNT BRACKET                                       [***]          C
370-0015-0101   SLIMLINE COVER ASSEMBLY-RSU                                [***]          C
420-0050-1000   POWER SUPPLY 15V 1.66A 25W                                 [***]          C
420-0050-9000   SWITCHING POWER SUPPLY OSU 19.5V 2.5A RJ45                 [***]          C
470-0100-5676   OMNI ANTENNA MOUNTING KIT                                  [***]          C
501-3101-2701   MAGNETIC MOUNT MOBILE ANTENNA 2.4-2.7GHZ                   [***]          C
501-3101-3701   3.3-3.6GHZ MOBILE MAGMOUNT ANTENNA                         [***]          C
501-3103-2701   THROUGH HOLE MOBILE ANTENNA 2.4-2.7GHZ                     [***]          C
501-3103-3701   3.3-3.6GHZ MOBILE T/H ANTENNA                              [***]          C
501-3107-2701   2.5GHZ MOBILE MAGMOUNT ANTENNA                             [***]          C
559-0050-0503   CLEARWIRE RSU OVAL COVER LABEL                             [***]          C
597-0255-0001   MSU POWER/COMM CABLE HARNESS                               [***]          C
597-5001-0001   CPE ANT-RF CABLE                                           [***]          C
597-5001-0002   OSU, ANT-RF CABLE                                          [***]          C
597-5001-0003   SLIMLINE CPE ANT-RF CABLE ASSM                             [***]          C
</TABLE>

[*** Confidential Treatment Requested]


                                       A-3

<PAGE>

<TABLE>
<CAPTION>
     ITEM                           DESCRIPTION                      TOTAL PRICE   (I)NFRA / (C)PE
     ----                           -----------                      -----------   ---------------
<S>             <C>                                                  <C>           <C>
597-5001-0004   OSU-S.L. SERIES ANT-RF CABLE ASSM.                         [***]          C
597-5001-0201   MSU INTERNAL RF CABLE TNC                                  [***]          C
597-5120-0107   PWR CORD 7FT NORTH AMERICA DETACHABLE                      [***]          C
597-5120-0108   PWR CORD 8FT 2 INCH NORTH AMERICA DETACHABLE               [***]          C
597-5120-0307   EUROPEAN POWER CORDSET                                     [***]          C
597-5121-0104   USA A/C POWER CORD 4 FT                                    [***]          C
597-5121-0204   UK 4 FT POWER CORD                                         [***]          C
597-5121-0304   EURO POWER CORD 4 FOOT                                     [***]          C
597-6010-0001   CPE UTP ETHERNET CABLE ASSEMBLY                            [***]          C
597-6015-0001   CPE PROGRAMMING CABLE                                      [***]          C
597-6020-0050   DC/SIGNAL CABLE, OSU, 50FT                                 [***]          C
597-6020-0075   DC/SIGNAL CABLE, OSU, 75 FT                                [***]          C
597-6020-0100   DC/SIGNAL CABLE, OSU, 100 FT                               [***]          C
597-6021-0050   OSU DC PWR / ENET RJ45 TO CONXALL (50FT)                   [***]          C
597-6021-0100   OSU DC PWR / ENET RJ45 TO CONXALL (100FT)                  [***]          C
900-0009-9050   OSU NORTH AMERICAN INSTALL KIT                             [***]          C
900-0009-9051   OSU EURO INSTALL KIT 50' CABLE                             [***]          C
900-0009-9052   OSU UK INSTALL KIT 50' CABLE                               [***]          C
900-0009-9053   OSU CHINA/ AUSTRALIA INSTALL KIT 50' CABLE                 [***]          C
900-0009-9100   OSU NORTH AMERICAN INSTALLATION KIT 100' CABLE             [***]          C
900-0009-9101   OSU EURO INSTALLATION KIT 100' CABLE                       [***]          C
900-0009-9102   OSU UK INSTALLATION KIT 100' CABLE                         [***]          C
900-0015-0005   RSU BRACKET ACC.                                           [***]          C
900-0054-1220   RSU-3510-AV, ISP220, CHPL-3-5120, CLEARWIRE SPAIN          [***]          C
900-0054-1230   RSU-3510-AV, ISP230,CHPL-3-5080, DANSKE                    [***]          C
900-0054-1760   RSU-351O-AV, ISP760, CHPL-3-5060, MAC TELECOM              [***]          C
900-0054-1761   RSU-3510-AV, ISP761, CHPL-3-5060, CLEARWIRE BELGIUM        [***]          C
900-0054-1777   RSU-3510-AV, ISP777, CHPL-3-5050, IRELAND                  [***]          C
900-0055-1903   OSU-2510-AV, ISP903, CHPL-2-6030 CLEARWIRE                 [***]          C
900-0055-9903   OSU-2510-AV ISP903, CHPL-2-6030, CLEARWIRE W/50'           [***]          C
900-0059-1220   OSU-3510-AV, ISP220, CHPL-3-5120, CLEARWIRE SPAIN          [***]          C
900-0059-1230   OSU-3510-AV, ISP230, CHPL-3-5080, DANSKE                   [***]          C
900-0059-1761   OSU-3510-AV, ISP761, CHPL-3-5060, BELGIUM                  [***]          C
900-0059-1777   OSU-3510-AV, ISP777, CHPL-3-5050, IRELAND                  [***]          C
900-0060-1903   RSU-2510-FV, ISP903, CHPL-2-6030 CLEARWIRE                 [***]          C
900-0060-1970   RSU-2510-FV ISP970 CHPL-2-6030 CLEARWIRE-EARTH             [***]          C
900-0060-1971   RSU-2510-FV ISP971 CHPL-2-6030 CLEARWIRE-WIND              [***]          C
900-0060-1972   RSU-2510-FV ISP972 CHPL-2-6030 CLEARWIRE-FIRE              [***]          C
900-0060-2903   RSU-2510-FH, ISP903, CHPL-2-6030, CLEARWIRE                [***]          C
900-0071-1903   RSU-2510-SV ISP903 CHPL-2-6030 CLEARWIRE                   [***]          C
900-0071-1970   RSU-2510-SV ISP970 CHPL-2-6030 CLEARWIRE AOL               [***]          C
</TABLE>

[*** Confidential Treatment Requested]


                                       A-4

<PAGE>

<TABLE>
<CAPTION>
     ITEM                           DESCRIPTION                      TOTAL PRICE   (I)NFRA / (C)PE
     ----                           -----------                      -----------   ---------------
<S>             <C>                                                  <C>           <C>
900-0071-1971   RSU-2510-SV ISP1971 CHPL-2-6030 CLEARWIRE-W1ND             [***]          C
900-0071-1972   RSU-2510-SV ISP972 CHPL-2-6030 CLEARWIRE-FIRE              [***]          C
900-0071-2903   RSU-2510-SH ISP903 CHPL-2-6030 CLEARWIRE                   [***]          C
900-0225-1000   MSU-2300-A ISP000, CHPL-2-3020                             [***]          C
900-0238-1000   MSU-3710-AV, ISP000, CHPL-3-7030                           [***]          C
900-0255-1903   MSU-2510-AV, ISP903, CHPL-2-6030 CLEARWIRE                 [***]          C
900-0255-9001   ETSI MSU-2510-A, ISPOOO, CHPL-2-6010                       [***]          C
900-0257-1000   MSU-3310-A, ISP000, ChPI-3-3010                            [***]          C
900-0259-1000   MSU-3510-A, ISP000, ChPI-3-5030                            [***]          C
</TABLE>

[*** Confidential Treatment Requested]


                                       A-5

<PAGE>

WIMAX-CLEARWIRE PRICING

PRODUCT/DESCRIPTION

<TABLE>
<CAPTION>
DESKTOP CPE 4-PORT ETHERNET HUB (NON-ATA)                                       AVAILABLE [***]
   TIERS MEASURED ON ANNUAL PURCHASES OF BOTH ATA & NON-ATA 4 PORT   -------------------------------------
   CPES. TABLE IS STARSTEP WITH INITIAL UNITS AT HIGHER PRICE.       2007    2008     2009    2010    2011
                                                                     -----   -----   -----   -----   -----
<S>                                                                  <C>     <C>     <C>     <C>     <C>
   [***] and above                                                   [***]   [***]   [***]   [***]   [***]
</TABLE>

<TABLE>
<CAPTION>
DESKTOP CPE 4 PORT ETHERNET HUB (WITH ATA)                                      AVAILABLE [***]
   TIERS MEASURED ON ANNUAL PURCHASES OF BOTH ATA & NON-ATA 4 PORT   -------------------------------------
   CPES. TABLE IS STARSTEP WITH INITIAL UNITS AT HIGHER PRICE.       2007    2008     2009    2010    2011
                                                                     -----   -----   -----   -----   -----
<S>                                                                  <C>     <C>     <C>     <C>     <C>
   [***] and above                                                   [***]   [***]   [***]   [***]   [***]
</TABLE>

<TABLE>
<CAPTION>
DESKTOP CPE 1 PORT ETHERNET .5 WATT NON-MMO, NON-ATA                            AVAILABLE [***]
   TIERS MEASURED ON ANNUAL PURCHASES OF THIS MODEL ONLY. TABEL IS   -------------------------------------
   STARSTEP WITH INITIAL UNITS AT HIGHER PRICE.                      2007    2008     2009    2010    2011
                                                                     -----   -----   -----   -----   -----
<S>                                                                  <C>     <C>     <C>     <C>     <C>
   [***] and above                                                   [***]   [***]   [***]   [***]   [***]
</TABLE>

<TABLE>
<CAPTION>
PC CARD (WIMAX LAPTOP CAMPUTER CARD)                                            AVAILABLE [***]
   TIERS MEASURED ON ANNUAL PURCHASES OF THIS MODEL ONLY.TABLE IS    -------------------------------------
   STAIRSTEP WITH INITIAL UNITS AT HIGHER PRICE.                      2007    2008    2009    2010    2011
                                                                     -----   -----   -----   -----   -----
<S>                                                                  <C>     <C>     <C>     <C>     <C>
   [***] and above                                                   [***]   [***]   [***]   [***]   [***]
</TABLE>


NOTES- ALL PRICING QUOTED IS FOR THE 25 GHZ PRODUCTS IN US DOLLARS - TAXES
     INSURANCE, & FRIEGHT WILL BE ADDED AS APPLICABLE



3.5GHZ DAP PRODUCTS (5 AND 7 MHZ CHNL ONLY) ARE OFFERED [***] PRICE AS ABOVE



3.5GHZ CPE/PC CARDS (5 AND 7 MHZ CHNL ONLY) ARE OFFERED [***] TO PRICES SHOWN
ABOVE


[*** Confidential Treatment Requested]


                                       A-6

<PAGE>

                                    EXHIBIT A

                                   SCHEDULE 2

                 SUBSCRIBER PRODUCTS SPECIFICATIONS AND FEATURES

                                  SEE ATTACHED


                                       A-7

<PAGE>

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[*** Confidential Treatment Requested]

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[*** Confidential Treatment Requested]


                                                                              14

<PAGE>

                                    EXHIBIT A

                                   SCHEDULE 3

                  SUBSCRIBER PRODUCTS TARGET AVAILABILITY DATES

<TABLE>
<CAPTION>
MILESTONE #    DATE   2.5 GHZ NETWORK MILESTONES
-----------   -----   --------------------------
<S>           <C>     <C>
D1            [***]              [***]
D2            [***]              [***]
D3            [***]              [***]
D4            [***]              [***]
D5            [***]              [***]
D6            [***]              [***]
</TABLE>

This Schedule sets forth Subscriber Products and target availability dates
therefor which Clearwire desires to purchase. Once mutually agreed upon by the
Parties, this Schedule will be amended accordingly and Motorola will agree to
deliver Subscriber Products in accordance with the target availability dates
described in such amended schedule. Motorola and Clearwire will use commercially
reasonable efforts to achieve the objectives stated in this Schedule by the
dates specified above or elsewhere in this Agreement, including identifying
those provisions of this Schedule the breach of which will be mutually agreed
upon to constitute a material breach for purposes of Section 4.a.(iv) of this
Agreement.

[*** Confidential Treatment Requested]


                                       A-8

<PAGE>

                                    EXHIBIT A

                                   SCHEDULE 4

                         EXPEDIENCE CPE FEATURE ROADMAP

                                  SEE ATTACHED


                                       A-9

<PAGE>

                                    EXHIBIT A

                                   SCHEDULE 4

                         EXPEDIENCE CPE FEATURE ROADMAP

revision 0.04


<TABLE>
<S>                               <C>
              RSU                 [***]

WiMax/Expedience Dual Operation   [***]
       Improved CHNL Estimation   [***]
           Enhanced Pwr Control   [***]
              Paging/Sleep Mode   [***]
              Stearable Antenna   [***]
                      Diversity   [***]
         Enhanced MAC Efficient   [***]
 Spatial Processing (e.g. Mode)   [***]

              OSU                 [***]

WiMax/Expedience Dual Operation   [***]
       Improved CHNL Estimation   [***]
           Enhanced Pwr Control   [***]
              Paging/Sleep Mode   [***]
              Stearable Antenna   [***]
                      Diversity   [***]
         Enhanced MAC Efficient   [***]
 Spatial Processing (e.g. Mode)   [***]

              MSU                 [***]

WiMax/Expedience Dual Operation   [***]
       Improved CHNL Estimation   [***]
           Enhanced Pwr Control   [***]
              Paging/Sleep Mode   [***]
              Stearable Antenna   [***]
                      Diversity   [***]
         Enhanced MAC Efficient   [***]
 Spatial Processing (e.g. Mode)   [***]

            PC CARD               [***]

WiMax/Expedience Dual Operation   [***]
       Improved CHNL Estimation   [***]
           Enhanced Pwr Control   [***]
              Paging/Sleep Mode   [***]
              Stearable Antenna   [***]
                      Diversity   [***]
         Enhanced MAC Efficient   [***]
 Spatial Processing (e.g. Mode)   [***]
</TABLE>


<TABLE>
<CAPTION>
Key
---
<S>                    <C>
Not Applicable         [***]
General Availability   [***]
</TABLE>

This Schedule sets forth Subscriber Products and target availability dates
therefor which Clearwire desires to purchase. Once mutually agreed upon by the
parties, this Schedule will be amended accordingly and Motorola will agree to
deliver Subscriber Products in accordance with the target availability dates
described in such amended Schedule. Motorola and Clearwire will use commercially
reasonable efforts to achieve the objectives stated in this Schedule by the
dates specified above or elsewhere in this Agreement, including identifying
those provisions of this Schedule the breach of which will be mutually agreed
upon to constitute a material breach for purposes of Section 4.a.(iv) of this
Agreement

[*** Confidential Treatment Requested]


                                      A-10

<PAGE>

                                    EXHIBIT B

                              TERMS AND CONDITIONS

1.   Subscriber Products Lead-Time. and Prices, For purposes of this Agreement,
     "Wireless Broadband Subscriber Products" means Expedience Subscriber
     Products, Dual Mode Subscriber Products, Wi-Max Subscriber Products and
     Other Technology subscriber product, all as defined in Section 4b, below,
     but excluding wireless broadband handsets. The Subscriber Products,
     lead-time, and prices for the Subscriber Products, as of the date of this
     Agreement, are listed in Exhibit A. Motorola may add Subscriber Products
     to, and revise price levels in, Exhibit A, Schedule 1, from time to time
     with the prior written consent of Clearwire. This Agreement is for sales of
     Subscriber Products only and, other than for warranty claims, does not
     create any obligation on Motorola with respect to any other products or
     services of Motorola, Inc.

     Clearwire will also have the right to purchase, and the definition of
     "Subscriber Products" will be deemed to include any other products that are
     listed on Exhibit A, and any Wireless Broadband Subscriber Products that
     Motorola makes available to another wireless broadband service provider
     customer operating on licensed spectrum with channel widths of not less
     than 5 MHz, on terms and conditions, (including, but not limited to,
     financial terms and terms regarding the availability of such products) that
     are no less favorable to Clearwire than those agreed by another customer of
     Motorola, for similar purchase commitments.

     Exhibit "A", Schedule 2 sets forth certain technical specifications and
     features for Subscriber Products which Clearwire desires to purchase. Once
     mutually agreed upon by the parties, Exhibit "A", Schedule 2 will be
     amended accordingly and Motorola will agree to deliver Subscriber Products
     in accordance with the specifications and features described in such
     amended Exhibit "A", Schedule 2. Motorola and Clearwire will use
     commercially reasonable efforts to achieve the objectives stated in Exhibit
     "A", Schedule 2 by the dates specified in Exhibit "A", Schedule 3 or
     elsewhere in this Agreement, including identifying those provisions of
     Exhibit "A", Schedule 2 the breach of which will be mutually agreed upon to
     constitute a material breach for purposes of Section 4.a.(iv).

     Motorola will make each Subscriber Product available to Clearwire on the
     earlier of (a) the date specified in Exhibit A, Schedule 3, or (b) the date
     on which Motorola makes that Subscriber Product available to any third
     party, provided that in the case where Wireless Broadband Subscriber
     Products are uniquely developed for and funded by another customer, such
     Wireless Broadband Subscriber Products will not be made available to
     Clearwire until such time as they are made commercially available to third
     parties other than the entity paying for development.

     If there is an insufficient supply of Subscriber Product to satisfy
     unfulfilled purchase orders of Clearwire and other purchasers of the same
     Subscriber Product, Motorola agrees not to disadvantage Clearwire compared
     to the other purchasers.

2.   Forecasts. Clearwire will provide to Motorola on a monthly basis a rolling
     [***] forecast of Clearwire's estimated Subscriber Product purchases (the
     "Forecasts"). Each such Forecast will be delivered to Motorola not less
     than [***] prior to the start of [***] All Forecasts are non-binding.

[*** Confidential Treatment Requested]


                                      B-1

<PAGE>

3.   Purchase Order and Payment Terms.

     a.   All orders for Subscriber Products by Clearwire will be submitted to
          Motorola in the form of electronic data interchange ("EDI") or other
          method as mutually agreed. Clearwire must provide firm,
          non-cancellable, purchase orders [***] prior to requested ship date.
          The only effect of any terms and conditions in Clearwire's purchase
          orders or any other documentation not signed by the patties shall be
          to request the time and place of delivery, and the number and models
          of Subscriber Products to be delivered (provided that the time
          requested is not binding on Motorola unless the requested ship date is
          in accordance with this Section). Motorola's invoice also will not
          change the terms and conditions of this Agreement. Clearwire's payment
          in US Dollars is due [***] after shipment.

     b.   Clearwire will use commercially reasonable efforts to notify Motorola
          of any disputed amounts under any invoice in writing prior to the
          invoice due date; but provided that Clearwire shall pay to Motorola
          the undisputed portion of any invoice within the time frame set forth
          in Section 3a. Clearwire's failure to notify Motorola of any disputed
          amount prior to the invoice due date will not constitute a waiver by
          Clearwire of any dispute regarding any previously paid invoice;
          provided that, in no event shall Clearwire dispute any invoice
          submitted by Motorola hereunder more than [***] after the date
          of such invoice. For any undisputed amount due hereunder which remains
          unpaid, Clearwire will pay Motorola a service fee at the rate of [***]
          of the amount due for each month or portion thereof that the
          amount remains unpaid.

4.   Exclusive Purchase Commitment and Other Matters.

     a.   Except as provided elsewhere in this Section 4, Clearwire (and
          Clearwire Affiliates) agree to purchase 100% of their Wireless
          Broadband Subscriber Products (excluding products purchased for
          non-commercial use, such as for purposes of internal testing)
          requirements from Motorola during the term of this Agreement.
          Exceptions to the foregoing purchase commitment:

          (i)  Starting on the 5th anniversary of the Effective Date, the
               Section 4a purchase commitment percentage drops from 100% to 51%
               of the Wireless Broadband Subscriber Products.

          (ii) If any Subscriber Product supplied by Motorola materially fails
               to meet the performance specifications and such material
               deficiencies are not remedied by Motorola within [***] of written
               notice to Motorola, or if Motorola's production and delivery of
               any Subscriber Product fails in any material respects to meet the
               requirements of this Agreement, which failures have not been
               cured in the [***] after written notice to Motorola, then
               Clearwire will be released from its exclusive purchase commitment
               only for that specific Subscriber Product. Once Motorola cures
               the breach, the exclusive purchase requirement again covers that
               Subscriber Product. For purposes of this Agreement, a material
               breach does not include the situation where Motorola, with
               Clearwire's consent, substitutes a substantially similar or
               comparable product at a similar price.

          (iii) If Clearwire identifies a Wireless Broadband Subscriber Product
               need, and Motorola decides not to supply that product, Motorola
               will allow Clearwire to

[*** Confidential Treatment Requested]


                                      B-2

<PAGE>

               purchase that specific product from an agreed to ODM supplier
               (approval will not be unreasonably withheld), subject to a
               licensing agreement from Motorola to that ODM supplier on
               commercially reasonable terms. However, if such Wireless
               Broadband Subscriber Product need is based on an
               industry-recognized public standard, and if Motorola decides not
               to supply that product, Motorola will have the right to OEM such
               product itself and sell it to Clearwire under the terms of this
               Agreement. If Motorola decides not to do so, Clearwire will be
               relieved of its exclusive purchase obligations under this Section
               4.a with respect to such product only.

          (iv) Clearwire may terminate the exclusivity requirements under this
               Agreement if there are [***] uncured Subscriber Product material
               breaches in any [***] period.

     b.   For purposes of this Agreement, the following terms shall have the
          following meanings: "Clearwire Affiliates" means entities which are
          controlled with greater than 50% ownership by Clearwire Corporation.
          "Expedience Subscriber Products" means the RSU, OSU, MSU and PC cards
          using Expedience technology, plus any accessories and related
          equipment "Wi-Max Subscriber Products" means the RSU, OSU, MSU and PC
          cards or equivalent using 802.16e technology, plus any accessories and
          related equipment. "Dual Mode Subscriber Products" means a device,
          plus any accessories and related equipment, with the capability to
          operate (but not seamlessly between) the Expedience and 802.16e
          technologies. "Other Technology" means any other standards-based,
          alternative wireless broadband technology deployed by Clearwire.

     c.   Except as contained in this Section 4c, the unit price to Clearwire
          for individual Subscriber Products purchased in any calendar year will
          be no less favorable than the unit price paid by other customers
          contemporaneously buying similar or lesser quantities of the same
          individual Subscriber Products within the same country during such
          calendar year. The foregoing price level commitment 1) excludes unique
          Subscriber Product sales that are directly related to funded
          development programs, one time per customer initial promotional offer
          (not to exceed [***] of Subscriber Product), and 2) is given in
          consideration of the minimum purchase commitments by Clearwire (and
          Clearwire's Affiliates) in this Agreement. For avoidance of doubt,
          purchase volumes of CDMA, GSM, UMTS and iDEN infrastructure and/or
          devices can not be considered for purposes of establishing MFN pricing
          comparisons between customers.

     d.   Motorola will supply Residential Subscriber Units, Outdoor Subscriber
          Units, Mobile Subscriber Units and PC cards or equivalent in
          accordance with the specification and features mutually agreed between
          Motorola and Clearwire and attached to this Agreement as Exhibit "A",
          Schedule 2.

     e.   In the 2 years after the Effective Date, and in consideration of
          Motorola's obligations under this Agreement, Clearwire and its
          Affiliates will purchase from Motorola no less than $150,000,000 in
          Subscriber Products under this Agreement and Infrastructure Products
          under and as defined in the Wireless Broadband System Infrastructure
          Agreement of even date herewith between Motorola and Clearwire.

     f.   Motorola will provide ISPID administration.

[*** Confidential Treatment Requested]


                                       B-3

<PAGE>

     g.   Motorola will support efforts to produce Dual Mode Subscriber Products
          either internally or in conjunction with a third party providing
          discrete, NextNet approved, mobile Wi-Max silicon.

     h.   Motorola may from time to time cease the supply of then existing
          versions of Subscriber Product (the "Discontinued Product"), provided
          that a suitable replacement product is available. If Motorola does
          discontinue Product, it will notify Clearwire promptly in writing at
          least [***] before discontinuance ("Discontinuance Notice") and
          Clearwire, up to the date provided on the Discontinuance Notice, may
          place a final lifetime order for Discontinued Product. A shipping
          schedule for quantities ordered in any final lifetime order will be
          mutually agreed to between Clearwire and Motorola, but in any event
          will not exceed [***] from the date of the Discontinuance
          Notice. All final lifetime orders for Discontinued Product are
          non-cancelable.

     i.   NextNet Wireless, Inc., a subsidiary of Clearwire being acquired by
          Motorola on the date hereof ("NextNet"), may be a party to one or more
          take or pay contracts (including with Mitsubishi, and Maxim) for the
          purchase of parts required in the operation of NextNet's business. The
          parties acknowledge that any such take or pay contracts may continue
          in effect following the Effective Date. As a result, the parties agree
          that Motorola will (i) act in good faith to consume as many of such
          parts subject to the take or pay as is reasonably possible in the
          operation of its business in the normal course, and (ii) use
          commercially reasonable efforts to renegotiate such take or pay
          contracts to eliminate or reduce the take or pay obligations. If
          despite such actions by Motorola, there are parts remaining in
          Motorola's inventory that were purchased as a result of any such
          NextNet take or pay contract, or Motorola is obligated to make penalty
          payments to make the vendor whole, and that are not usable by Motorola
          in the operation of its business in the normal course, Clearwire shall
          purchase such parts from Motorola at Motorola's cost, or Clearwire
          shall pay or reimburse Motorola for such penalty payments.

     j.   If Clearwire informs Motorola that Clearwire desires to pursue Other
          Technology for Subscriber Products, Motorola will use commercially
          reasonable efforts to supply Clearwire with an Other Technology
          solution under the terms of this Agreement.

5.   Deliveries. The delivery terms for all sales of Subscriber Products are
     [***]. Clearwire will pay [***] costs from [***] basis and all
     applicable [***] and similar charges. Title to the Subscriber Products
     and risk of loss will pass to Clearwire [***]. Title to Software on
     Subscriber Products remains with Motorola at all times. Motorola will
     deliver the Subscriber Products to Clearwire free and clear of all liens,
     security interests or encumbrances of any type. Clearwire hereby grants to
     Motorola a purchase money security interest on all of the Subscriber
     Products that have not resold by Clearwire and that have not been paid for
     by Clearwire. Clearwire agrees to cooperate in whatever manner requested by
     Motorola that is reasonably necessary to assist in perfecting and recording
     the security interest.

6.   Distribution. Except as provided elsewhere in this Agreement, Clearwire
     will not transship, sell, or otherwise transfer Subscriber Products outside
     of its wireless broadband systems ("Territory"), other than for inventory
     balancing purposes with its Affiliates. Clearwire will incorporate this
     limitation into all of Clearwire's agent and distributor agreements as a
     condition of resale of the Subscriber Products, and Clearwire will enforce
     this limitation. Sale within the Territory without transshipment is a
     material condition to Clearwire's rights under this Agreement. Clearwire
     agrees that it will not misrepresent any of the Subscriber Products or any
     of the capabilities of the


                                       B-4

<PAGE>

     Subscriber Products. Specifically, Clearwire agrees that it will correctly
     explain to end user customers the capabilities of the Subscriber Products
     with respect to the Subscriber Products range, radio frequency and battery
     life as detailed in the relevant Motorola Subscriber Product literature.
     Motorola is responsible for complying with legal requirements regarding the
     export or import of any Subscriber Product.

7.   Force Majeure. Except for payment due, neither party will be liable for any
     delay or failure to perform due to any cause beyond its reasonable control.
     Causes include strikes, acts of God, interruptions of transportation. The
     delivery schedule will be considered extended by a period of time equal to
     the time lost because of any excusable delay.

8.   Warranty. For Subscriber Products sold under this Agreement, Motorola
     warrants its Subscriber Products to Clearwire (or Clearwire Affiliates),
     except that if the Subscriber Products are resold, Motorola warrants to
     end-users, and only in accordance with the Limited Warranty that Motorola
     ships with its Subscriber Products [***] Limited Warranty). Motorola
     makes no other representation or warranty of any other kind, express or
     implied. MOTOROLA SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF
     MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. If any Subscriber
     Product is defective at time of delivery to Clearwire, Clearwire's sole
     remedy will be to return the Subscriber Product to Motorola for repair,
     replacement or refund, as determined solely by Motorola. Clearwire will
     process all customer warranty returns in accordance with Motorola's then
     current service and return center procedures. All warranty returns require
     a return authorization issued by Motorola with specific model, quantity and
     price information for the Subscriber Product prior to acceptance at
     Motorola's service center or return center. Prior to returning any
     Subscriber Product to Motorola, Clearwire is responsible for prescreening
     the Subscriber Products for defects or damage to ensure that only
     Subscriber Products that are actually defective under the terms of
     Motorola's Limited Warranty, or Subscriber Products that have been damaged
     in transit prior to receipt by Clearwire, are returned to Motorola.
     Subscriber Products returned to Motorola that are not defective or that
     have not been damaged in transit prior to Clearwire's receipt may, at
     Motorola's sole option, be returned to Clearwire at Clearwire's expense.
     All returns are freight prepaid at Clearwire's expense. For resold
     Subscriber Products that are subject to warranty claims, Motorola will hold
     Clearwire or Clearwire's Affiliate harmless from third party warranty
     claims.

9.   Intellectual Property Indemnification. Excluding any intellectual property
     rights obtained through acquisition of NextNet, Motorola agrees to
     indemnify Clearwire against and to defend Clearwire, at Motorola's expense,
     for any claims, suits, arbitration or other disputes brought against
     Clearwire based upon a claim that any Subscriber Product furnished
     hereunder by Motorola infringes any patent or copyright or misappropriates
     a trade secret in any country worldwide where Motorola sells such
     Subscriber Product and to pay costs and damages awarded based upon such
     claim in any such suit, provided that Motorola is: (1) promptly notified by
     Clearwire in writing within [***] of the date on which Clearwire first
     received written notice of such claim; and (2) at Motorola's request and
     expense is given sole control of the suit and all reasonably requested
     assistance for defense of the claim. Motorola shall not be relieved of its
     indemnification obligation as a result of delays in notifying Motorola of
     the claim except to the extent the amount of the claim is increased as a
     result of such delay. Motorola will not be liable for any settlement made
     without its written consent. If the use or sale of any Subscriber Product
     furnished under this Agreement is enjoined as a result of such suit,
     Motorola at its option and at no expense to Clearwire, will: (1) obtain for
     Clearwire the right to use or sell such Subscriber Products; (2) substitute
     a functionally equivalent product with the same or similar features
     reasonably acceptable to Clearwire and extend this indemnity to the
     substitute products, or; (3) accept the return of the Subscriber Products
     and reimburse Clearwire the purchase price therefore,


                                       B-5

<PAGE>

     less a reasonable charge for prior use, if any, of the Subscriber Products.
     If the claim is alleged prior to completion of delivery of the Subscriber
     Products, Motorola has the right to decline to make further shipments
     without being in breach of contract.

     This indemnity does not extend to any suit based upon any infringement or
     alleged infringement arising from Subscriber Products furnished by Motorola
     that are: (1) altered in any way by Clearwire or any third party if the
     alleged infringement would not have occurred but for such alteration; (2)
     combined with any other products or elements not furnished or approved in
     writing by Motorola if the alleged infringement would not have occurred but
     for such combination; or (3) claims arising out of Clearwire's unique
     specifications or instructions, if the alleged infringement would not have
     occurred but for such unique specifications or instructions.

     The indemnity provided in this section is the sole, exclusive, and entire
     liability of Motorola and the remedies provided in this section are
     Clearwire's exclusive remedies against Motorola for patent, copyright
     infringement or trade secret misappropriation, whether direct or
     contributory and is provided in lieu of all warranties, express, implied or
     statutory in regard to these potential liabilities, including the warranty
     against infringement specified in the Uniform Commercial Code.

     Should any intellectual property right obtained through the acquisition of
     NextNet be subject to an infringement or other claim and, in order to
     continue to supply Subscriber Products which contain those intellectual
     property rights, Motorola settles the claim, or is subject to a judgment,
     requiring the payment of any royalty, then Clearwire agrees Motorola may
     add that royalty fee, on a pass-through basis, to the Exhibit A price of
     the affected Subscriber Products.

10.  Product Liability Indemnity. Excluding Expedience Subscriber Products that
     have not been modified or enhanced by Motorola where the modification or
     enhancement is the claimed material defect, Motorola agrees to indemnity
     Clearwire against and to defend, at its expense, any suits against
     Clearwire based upon a claim by a third party that a material defect in any
     Subscriber Products furnished under this Agreement by Motorola caused death
     or bodily injury to any person and to pay costs and damages finally awarded
     based upon such claim in any such suit; provided that Motorola is: (1)
     promptly notified by Clearwire in writing within [***] of the date on
     which Clearwire first received notice of the claim; and (2) at Motorola's
     request and expense is given sole control of the suit and all requested
     assistance for defense of the claim. Motorola shall not be relieved of its
     indemnification obligation as a result of delays in notifying Motorola of
     the claim except to the extent the amount of the claim is increased as a
     result of such delay. Motorola shall not be liable for any settlement made
     without its written consent. This indemnity does not extend to any suit
     based upon death or bodily injury arising from Subscriber Products
     furnished by Motorola that are: (1) altered by Clearwire or any third party
     without the permission of Motorola if the alleged death or bodily injury
     would not have occurred but for such alteration; (2) combined with any
     other products or elements not furnished or approved in writing by Motorola
     if the alleged death or bodily injury would not have occurred but for such
     combination; or (3) designed and/or manufactured in accordance with
     Clearwire's unique specifications or instructions if the alleged death or
     bodily injury would not have occurred but for such unique specifications or
     instructions. The indemnity provided in this section is the sole,
     exclusive, and entire liability of Motorola and the remedies provided in
     this section are Clearwire's exclusive remedies against Motorola for claims
     based on a material defect in the Subscriber Product.

11.  Limitation of Liability. Motorola's total liability for any and all costs,
     damages, claims (but excluding indemnifiable claims set forth in Sections 9
     and 10, and breaches of confidentiality


                                       B-6

<PAGE>

     obligations) arising out of or in connection with this Agreement or
     Subscriber Products supplied under this Agreement is limited to the
     aggregate amount paid by Clearwire to Motorola hereunder in the prior [***]
     provided, however, that during the first [***] of the term of this
     Agreement, the cap on liability will be the greater of [***] or the
     aggregate amount paid by Clearwire to Motorola hereunder in the prior [***]
     Except for claims indemnified under Sections 9 and 10 and breaches of
     confidentiality obligation; either party in no event will be liable,
     whether in contract, tort, or otherwise, to the other for any incidental,
     special, indirect, consequential or punitive damages, including loss of
     use, loss of time, inconvenience, commercial loss, or lost profits,
     savings, or revenues to the full extent such may be disclaimed by law.

12.  Taxes. The prices listed in Exhibit A do not include any amount for
     Federal, State and/or Local excise, sales, use, property, retailer's,
     occupation or any other assessment in the nature of taxes however
     designated, on the Subscriber Products or services provided under this
     Agreement. If any such taxes (other than taxes measured by Motorola's net
     income, or based on Motorola's gross receipts, or based on Motorola's
     franchise) are determined to be applicable to this transaction, or to the
     extent Motorola is required to pay or bear the burden of a tax, the tax
     will be added to the prices set forth in Exhibit A and paid by Clearwire.
     Personal property taxes assessable on the Subscriber Products will be the
     responsibility of Clearwire. In the event Clearwire claims exemption from
     sales, use or other such taxes under this Agreement, Clearwire will provide
     Motorola with an exemption certificate or other evidence to establish
     Clearwire's exempt status, and will hold Motorola harmless of any
     subsequent assessments levied by a proper taxing authority for such taxes,
     including interest, penalties, and late charges.

13.  Technical Assistance. Motorola's warranty will not be enlarged, and no
     obligation or liability will arise out of Motorola's rendering of technical
     advice, facilities or service in connection with Clearwire's purchase of
     the Subscriber Products.

14.  Logos And Trademarks. In order that each party may protect its trademarks,
     trade names, corporate slogans, corporate logo, product designations, and
     the goodwill associated with the foregoing, neither party will have any
     right to use the trademarks, trade names, corporate slogans, corporate logo
     or product designations of the other party in the sale, lease, distribution
     or advertising of any products of the other party or on any product
     container, component part, business forms, sales, advertising and
     promotional materials, as a part of an Internet domain name or on or in
     connection with other business supplies or materials, whether in writing,
     orally or otherwise, except with the express prior written consent of the
     other party documented in a separate agreement.

15.  Party Relationship. Each party is an independent contractor and not an
     agent, joint venturer, or representative of the other, and neither party
     may create any obligations or responsibilities on behalf of or in the name
     of the other. Under no circumstances may either party hold itself out to be
     a partner, employee, franchisee, representative, servant or agent of the
     other party. Neither party will impose or create any obligation or
     responsibility, express or implied, or make any promises, representations
     or warranties on behalf of the other party, other than as expressly
     provided herein.

16.  Waiver. The failure of either party to insist in any one or more instances,
     upon the performance of any of the terms or conditions or to exercise any
     right contained in this Agreement will not be construed as a waiver or
     relinquishment of the future performance of any terms or conditions or the
     future exercise of such right, but the obligation of the other party with
     respect to such future performance will continue in full force and effect.

[*** Confidential Treatment Requested]


                                       B-7

<PAGE>

17.  Term and Termination.

     a.   The initial term of this Agreement will be for a period of eight (8)
          years following the Effective Date. Unless notice of termination is
          given by either party at least 120 days prior to the scheduled
          termination date, this Agreement will continue in effect beyond the
          initial term, in successive one-year terms. Notwithstanding any number
          of renewals, this Agreement is a fixed term agreement and not an
          agreement of indefinite term. Nothing contained in this Agreement
          creates any express or implied obligation on either party to renew or
          extend this Agreement or to create any right to continue this
          Agreement on the same terms and conditions.

     b.   Either party may terminate this Agreement without liability by written
          notice to the other if the other makes a general assignment for the
          benefit of creditors, or if a petition in bankruptcy or under any
          insolvency law is filed by or against the other and such petition is
          not dismissed within sixty (60) days after it has been filed or the
          other commits a material breach of its obligations hereunder. However,
          in the case of any such breach which is capable of being cured,
          neither party will terminate this Agreement unless and until the other
          will have failed to make good such default within ninety (90) days
          after it will have been served with a written notice requiring that
          such default be made good and stating its intention to terminate the
          Agreement if compliance with the notice is not met; provided, however,
          that Subscriber Product deficiencies described in Section 4.a.2 will
          not give rise to the termination remedy in this Section 17b. The
          termination of this Agreement will not affect or prejudice any
          provisions of this Agreement, which are expressly or by implication
          provided to continue in effect after such termination.

     c.   Upon termination of this Agreement as a result of a material, uncured
          breach by Clearwire: (i) Motorola is relieved of any obligations to
          make any additional shipments and may cancel all of Clearwire's
          unshipped orders for Subscriber Products, regardless of previous
          acceptance by Motorola of those orders, and Motorola has no obligation
          or liability to Clearwire or any other parry in connection with such
          cancellations; (ii) all outstanding invoices to Clearwire and other
          amounts due to Motorola from Clearwire become immediately due and
          payable, and each invoice not yet submitted to Clearwire for
          Subscriber Products shipped prior to termination will be due and
          payable immediately upon submission of the invoice to Clearwire; (iii)
          Clearwire will immediately discontinue any use of all Motorola names
          and trademarks in association with the Subscriber Products, as well as
          any other combination of words, designs, trademarks or trade names
          that would indicate that Clearwire is or was an authorized distributor
          of the Subscriber Products; and (iv) within 30 days after termination,
          Clearwire will deliver to a location Motorola will specify all
          Motorola property, including all equipment, customer data, software
          items, catalogs, drawings, designs, engineering photographs, samples,
          literature, sales aids and any confidential business information and
          trade secrets of Motorola in Clearwire's possession, along with all
          copies of these items. Motorola's acceptance of any order by Clearwire
          for Subscriber Products after the termination of this Agreement will
          not be construed as a renewal or extension of this Agreement, nor as a
          waiver of termination of this Agreement.

     d.   The terms, provisions, representations and warranties contained in
          this Agreement that by their sense and context are intended to survive
          the performance by either or both parties will so survive the
          completion of performances and termination of this Agreement,
          including the making of any and all payments due under this Agreement.


                                       B-8

<PAGE>

     e.   On or after January 1, 2009, Motorola may terminate this Agreement
          upon one year's prior written notice to Clearwire with continued
          supply of Subscriber Products to Clearwire for a two year period
          commencing on the termination notice date under the terms of this
          Agreement.

     f.   Motorola will place the source code for current versions of the
          Expedience Subscriber Product software owned by Motorola, as well as a
          copy of the software itself, in escrow, at Clearwire's cost, under
          terms and conditions that are mutually agreeable to the Parties. The
          parties agree to promptly enter into good faith, commercially
          reasonable negotiations in an effort to conclude a software escrow
          agreement within forty-five (45) days after the Effective Date.

18.  U.S. Government Sales. In the event that Clearwire elects to sell
     Subscriber Products to a governmental entity, Clearwire does so solely at
     its own option and risk, because, except as Motorola expressly accepts
     specific terms in writing, Motorola makes no representations with respect
     to the ability of its goods, services or prices to satisfy any statutes,
     regulations, or provisions relating to such governmental sales.

19.  Confidentiality. During the entire term of this Agreement, Section I of the
     Side Agreement between Clearwire and Motorola, dated June 28, 2006, applies
     to define Confidential Information, each party's use of the other's
     Confidential Information, and dissemination of information about this
     Agreement to third parties in any form.

20.  Compliance with Laws. Clearwire and Motorola will comply with all laws and
     regulations in connection with their performance of their obligations under
     this Agreement, including those dealing with the sale and distribution of
     the Subscriber Products purchased under this Agreement Clearwire and
     Motorola will comply with all United States laws and regulations regarding
     export licenses, or the control or regulation of export or re-export of
     Subscriber Products or technical data sold or supplied to Clearwire.
     Without limiting the generality of this provision, Clearwire will not sell
     any Subscriber Products covered by this Agreement to any party if the sale
     would constitute a violation of any law or regulation of the United States.

21.  Dispute Resolution: Injunctive Relief. Any claims or disputes between the
     parties will be submitted to non-binding mediation prior to initiation of
     any formal legal process provided, however, that this provision does not
     preclude either party from resorting to judicial proceedings if: (i) good
     faith efforts to resolve the dispute under mediation are unsuccessful; or
     (ii) the claim or dispute relates to intellectual property rights; or (iii)
     a party seeks injunctive relief, such as a temporary restraining order.
     Each party agrees that the other party shall be entitled to seek injunctive
     relief to prevent breaches of the provisions of Section 19 hereof and to
     specifically enforce the provisions of Section 19 hereof in addition to any
     other remedy to which such party may be entitled at law or in equity.

22.  Notices. All notices required under this Agreement (other than purchase
     orders, invoices and notices under Paragraphs 2 or 3) will be sent by
     overnight courier or registered or certified mail to the appropriate party
     at its address stated on the first page of this Agreement (or to a new
     address if the other has been properly notified of the change). If to
     Motorola, the notice must be addressed to General Manager, WLBB Products
     Group. A notice will not be effective until the party to which it is sent
     actually receives it.

23.  General. Except as otherwise expressly permitted, no alterations or
     modifications of this Agreement will be binding upon either Clearwire or
     Motorola unless made in writing and signed


                                       B-9

<PAGE>

by an authorized representative of each party. If any term or condition of this
Agreement is to any extent be held by a court or other tribunal to be invalid,
void or unenforceable, then that term or condition will be inoperative and void,
but the remaining rights and obligations of the parties will be construed and
enforced as if this Agreement did not contain the particular term or condition
held to be invalid, void or unenforceable. This Agreement will accrue to the
benefit of and be binding upon the parties hereto and any successor entity into
which either party will have been merged or consolidated or to which either
party will have sold or transferred all or substantially all its assets, but it
will not be otherwise assigned by either party without the prior written consent
of the other party. It is the intention of the parties that the exclusive and
preferred supplier commitments survive any change of control of Clearwire. The
parties agree that any consent to a requested assignment will not be
unreasonably withheld or delayed. This Agreement will be governed by the laws of
the State of New York, without regard to conflict of law rules of New York.


                                      B-10

<PAGE>

                                    EXHIBIT C

                          AFTER MARKET PRODUCT SUPPORT

                             EXAMPLE OF RMA PROCESS

                    PRODUCTS WARRANTY REPAIR/RETURN PROCEDURE
                  CANOPY RETURN MATERIAL AUTHORIZATION REQUEST

(TO BE COMPLETED BY CANOPY WARRANTY ADMINISTRATOR)
RMA NUMBER: ___________________________
DATE OF APPROVAL: _____________________

DISTRIBUTOR: __________________________
CONTACT NAME: _________________________
ADDRESS: ______________________________
CITY, STATE, ZIP: _____________________
PHONE: ________________________________
EMAIL ADDRESS: ________________________

          SHIP TO: Motorola Canopy
                   1299 E. Algonquin Road
                   Schaumburg, IL 60196
                   ATTN: CANOPY WARRANTY

RESELLER: _____________________________
CONTACT NAME: _________________________
ADDRESS: ______________________________
CITY, STATE, ZIP: _____________________
PHONE: ________________________________
EMAIL ADDRESS: ________________________

          NOTE: ALL FIELDS OF THIS FORM ARE MANDATORY UNLESS OTHERWISE NOTED.
          MISSING INFORMATION COULD RESULT IN DELAYED PROCESSING OR DENIAL OF
          CLAIM.

END OPERATOR: _________________________
CONTACT NAME: _________________________
ADDRESS: ______________________________
CITY, STATE, ZIP: _____________________
PHONE: ________________________________
EMAIL ADDRESS: ________________________

<TABLE>
<CAPTION>
           ISSUE    1NSR                                           ESN              MSN      REPLACEMENT MSN
ITEM NO.   CODE    V/OOB   ISSUE DESCRIPTION      MODEL    0A-00-3E-XX-XX-XX   606XXXYYYY      606XXXYYYY
--------   -----   -----   -------------------   --------   -----------------   ----------   ---------------
<S>        <C>     <C>     <C>                   <C>        <C>                 <C>          <C>
    1      F1       OOB    THIS IS THE PROBLEM   5700BH20   OA-00-3E-00-45-84   606CDF4562      606CDR2589
                           DESCRIPTION BOX.
    2
    3
    4
    5
    6
    7
</TABLE>


                                       C-1

<PAGE>

<TABLE>
<S>        <C>     <C>      <C>                   <C>        <C>                 <C>          <C>
   8
   9
   10
   11
   12
   13
   14
   15
   16
   17
   18
   19
   20
   21
   22
   23
   24
   25
   26
   27
   28
   29
   30
</TABLE>

THE FOLLOWING IS AN EXPLANATION OF THE FIELDS ON THE CANOPY RETURN MATERIAL
AUTHORIZATION (RMA ) REQUEST FORM. IF REQUESTING AN RMA FOR MORE THAN 30 UNITS,
REPLICATE THE ARMA REQUEST FORM SHEET

<TABLE>
<S>             <C>
SHIP            MOTOROLA CANOPY
AUTHORIZED      1299 E. ALGONQUIN ROAD
RMA             SCHAUMBURG, IL 60196
EQUIPMENT TO:   ATTN: CANOPY WARRANTY DEPARTMENT

WHEN COMPLETE   WARRANTY@CANOPYWIRELESS.COM
FORWARD TO:

DEFINITIONS:

DISTRIBUTOR     THESE FIELDS ARE FOR THE MOTOROLA CANOPY DISTRIBUTOR'S CONTACT
                INFORMATION INCLUDING, CONTACT PERSON, EMAIL ADDRESS, SHIPPING
                ADDRESS, AND PHONE NUMBER.

RESELLER        THESE FIELDS ARE FOR THE RESELLER'S CONTACT INFORMATION
                INCLUDING, CONTACT PERSON, EMAIL ADDRESS, SHIPPING ADDRESS, AND
                PHONE NUMBER. NORMALLY THIS WOULD BE THE ACS OR ACR THOUGH IN
                SOME CASE IT MAY BE THE DISTRIBUTOR. IF THE DISTRIBUTOR IS ALSO
                THE RESELLER, THEN THE NAME SHOULD BE FILLED IN BUT OTHER
                INFORMATION MAY BE LEFT BLANK.

END OPERATOR    THESE FIELDS ARE FOR THE END OPERATOR'S CONTACT INFORMATION
                INCLUDING, CONTACT PERSON, EMAIL ADDRESS, SHIPPING ADDRESS, AND
                PHONE NUMBER. THE END OPERATOR IS THE ENTITY THAT BOUGHT THE
                EQUIPMENT AND ON WHOSE BEHALF THIS RMA IS BEING PROCESSED.
                CANOPY USES THIS INFORMATION FOR TRACKING AND MAY CONTACT THE
                OPERATOR TO GAIN ADDITIONAL INFORMATION ON THE ISSUE SEEN.
                CANOPY WILL NOT CONTACT THE OPERATOR TO DISPUTE OR REVOKE AN
                AUTHORIZED RMA. IN THE EVENT THAT THIS FIELD IS LEFT BLANK AND
                CANOPY NEEDS TO CONTACT THE OPERATOR WHO OBSERVED THE ISSUE,
                CANOPY WILL CONTACT THE DISTRIBUTOR TO REQUEST THE CONTACT
                INFORMATION DIRECTLY FOR THE PARTICULAR DEVICE.

RMA NUMBER      ASSIGNED BY THE CANOPY WARRANTY ADMINISTRATOR. UNIQUE ID NUMBER
                FOR THE RMA REQUEST.

DATE OF         THIS IS THE DATE THE RMA REQUEST WAS APPROVED.
APPROVAL

ITEM NUMBER     A UNIQUE DESIGNATOR FOR EACH UNIT INCLUDED IN THIS RMA REQUEST
                IF MORE THAN 30 UNITS ARE INCLUDED IN THIS RMA REQUEST THEN THE
                ARMA REQUEST FORM @ SHEET SHOULD BE REPLICATED.

ISSUE CODE      IDENTIFIER FOR THE TYPE OF ISSUE THAT THE END OPERATOR IS
                CLAIMING FOR THE UNIT POSSIBLE CHOICES FOR
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<S>             <C>
                ISSUE CODE:

                            F1  MODULE DOES NOT POWER ON
                            F2  MODULE DOES NOT ESTABLISH INTERNET
                                CONNECTION
                            F3  MODULE DOES NOT ESTABLISH AN RF LINK
                            F4  MODULE CANNOT BE UPGRADED
                            F5  CLUSTER MANAGEMENT MODULE IS
                                MALFUNCTIONING
                            F6  SURGE SUPPRESSOR IS MALFUNCTIONING
                            F7  REFLECTOR KIT IS MALFUNCTIONING
                            F8  110V POWER SUPPLY IS MALFUNCTIONING
                            F9  110V/220V SWITCHING POWER SUPPLY IS
                                MALFUNCTIONING
                            F10 CAT 5 CABLE TESTER IS MALFUNCTIONING
                            F11 OTHER

INSRV/OOB       THIS INDICATES WHETHER THE ISSUE THAT WAS SEEN WAS ON A NEW UNIT
                STRAIGHT OUT-OF-BOX (OOB) OR AFTER THE UNIT WAS IN-SERVICE
                (INSR) FOR SOME TIME. TO CLASSIFY A UNIT AS OUT-OF BOX THE ISSUE
                MUST BE SEEN WITHIN TWO WEEKS OF THE OPERATOR=S ORIGINAL
                PURCHASE DATE.

                OUT-OF-BOX RMAS WILL BE REPLACED WITH NEW EQUIPMENT. IN-SERVICE
                RMAS WILL BE REPLACED WITH REFURBISHED EQUIPMENT. FOR THIS
                REASON, OUT-OF-BOX CLAIMS REQUIRE A COPY OF THE OPERATORS
                PURCHASE ORDER, PURCHASE RECEIPT, OR A REFERENCE TO AN ALREADY
                FILED CANOPY POS REPORT POSSIBLE CHOICES FOR INSRV/OOB:

                            INSRV IN-SERVICE
                            OOB   OUT-OF-BOX

ISSUE           DESCRIBE THE ISSUE AS SEEN WITH THIS UNIT AND ANY OTHER
DESCRIPTION     INFORMATION THAT WILL CANOPY TO UNDERSTAND WHAT IS AT FAULT WITH
                THE PRODUCT

MODEL           CANOPY MODEL NUMBER OF THE UNIT. THE MODEL NUMBER IS LOCATED ON A
                STICKER ON THE BACKSIDE OF THE RADIO MODULES PRECEDED WITH A
                APN.@ POSSIBLE CHOICES FOR MODEL:

                     5200SM       5.2 GHZ SUBSCRIBER MODULE
                     5200AP       5.2 GHZ ACCESS POINT
                     5200BH       5.2 GHZ BACKHAUL
                     5700SM       5.7 GHZ SUBSCRIBER MODULE
                     5700SMRF     5.7 GHZ SUBSCRIBER MODULE W/REFLECTOR
                     5700AP       5.7 GHZ ACCESS POINT
                     5700BH       5.7 GHZ 10 MBPS BACKHAUL
                     5700BHRF     5.7 GHZ 10 MBPS BACKHAUL KIT WITH REFLECTOR
                     5700BHRF20   5.7 GHZ 20 MBPS BACKHAUL KIT WITH REFLECTOR
                     1008CK-2     CLUSTER MANAGEMENT MODULE
                     300SS        SURGE SUPPRESSOR
                     27RD         REFLECTOR HARDWARE KIT
                     SMMB1        UNIVERSAL MOUNTING BRACKET
                     ACPS110-03   110 VAC SINGLE XCVR POWER SUPPLYBU.S. & CANADA
                     ACPSSW-02    90-230VAC / 50-60HZ POWER SUPPLY-INCLUDES
                                  EUROPLUG (CEE 7/16) ADAPTOR
                     CTCAT5-01    CATEGORY 5 CABLE TESTER (ONLY FOR US SHIPMENT)

ESN             ELECTRONIC SERIAL NUMBER. THE ESN OF THE MODULE IS THE SAME AS
                THE MAC ADDRESS OF THE MODULE THE ESN TAKES THE FORM
                0A-00-3E~XX-XX-XX, WHERE AXX-XX-XX@ IS SOME ALPHA-NUMERIC
                CHARACTERS THE ESN IS LOCATED ON A STICKER ON THE PLASTIC
                HOUSING THAT CAN BE VIEWED WHEN THE BASE CAP IS REMOVED. NOTE:
                IF THE ESN IS PROVIDED BUT THE MSN IS NOT, THEN CANOPY WILL NEED
                TO BE CONTACTS TO VERIFY WARRANTY STATUS.

MSN             MECHANICAL SERIAL NUMBER. THE MSN TAKES THE FOR 606XXXYYYY,
                WHERE AXXX@ IS THREE ALPHA CHARACTERS AND AYYYY@ IS FOUR NUMERIC
                CHARACTERS. WARRANTY STATUS CAN BE DETERMINED FROM THESE
                ALPHA-NUMERIC CHARACTERS.

REPLACEMENT     THE MSN OF THE DEVICE THAT IS USED FOR THE REPLACEMENT.
MSN
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