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                                                                  EXHIBIT 10.1.2

                          NEXTLINK COMMUNICATIONS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
              (AS AMENDED EFFECTIVE JULY 1, 1998 AND MAY 24, 2000)

       1.     Purpose. The purpose of the Plan is to provide employees of the
Company and its Designated Subsidiaries with an opportunity to purchase the
Class A Common Stock of the Company through accumulated payroll deductions. It
is the intention of the Company to have the Plan qualify as an "Employee Stock
Purchase Plan" under Section 423 of the Code. The provisions of the Plan,
accordingly, shall be construed so as to extend and limit participation in a
manner consistent with the requirements of that section of the Code.

       2.     Definitions.

              (a)    "Board" shall mean the Board of Directors of the Company.

              (b)    "Code" shall mean the Internal Revenue Code of 1986, as

amended.

              (c)    "Committee" shall mean the full Board, the Compensation
Committee of the Board, or such other committee as may be appointed by the
Board, which shall be the administrative committee for the Plan.

              (d)    "Common Stock" shall mean the Class A Common Stock of the
Company, par value $0.02 per share.

              (e)    "Company" shall mean Nextlink Communications, Inc., a
Delaware corporation.

              (f)    "Compensation" shall mean all wages, salary, overtime,
bonuses, and commissions.

              (g)    "Designated Subsidiaries" shall mean all of the
Subsidiaries at any time and from time to time, unless the Board designates
otherwise.

              (h)    "Employee" shall mean any individual who is an employee of
the Company or a Designated Subsidiary for purposes of tax withholding under the
Code, whose customary employment with the Company or any Designated Subsidiary
is at least twenty (20) hours per week and more than five (5) months in any
calendar year. For purposes of the Plan, the employment relationship shall be
treated as continuing intact while the individual is on sick leave or other
leave of absence approved by the Company. Where the period of leave exceeds 90
days and the individual's right to reemployment is not guaranteed either by
statute or by contract, the employment relationship will be deemed to have
terminated on the 91st day of such leave.

              (i)    "Enrollment Date" shall mean the first Trading Day of each
Offering Period.

              (j)    "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

              (k)    "Exercise Date" shall mean the last Trading Day of each
Offering Period.

              (l)    "Fair Market Value" shall mean, as of any date, the value
of Common Stock determined as follows:

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                     (1)    If the Common Stock is listed on any established
stock exchange or a national market system, including without limitation the
National Market System of the National Association of Securities Dealers, Inc.
Automated Quotation System ("Nasdaq"), its Fair Market Value shall be the
average of the high and low sale price for the Common Stock (or the average of
the closing bid and asked prices, if no sales were reported), as quoted on such
exchange (or the exchange with the greatest volume of trading in Common Stock)
or system on the date of such determination, if such date is a Trading Day, or
if such date is not a Trading Day, then on the Trading Day immediately preceding
such date, as reported in The Wall Street Journal or such other source as the
Committee deems reliable; or

                     (2)    If the Common Stock is quoted on Nasdaq (but not on
the National Market System thereof) or is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the average of the closing bid and asked prices for the Common Stock on
the date of such determination, if such date is a Trading Day, or if such date
is not a Trading Day, then on the Trading Day immediately preceding such date,
as reported in The Wall Street Journal or such other source as the Committee
deems reliable; or

                     (3)    In the absence of an established market for the
Common Stock, the Fair Market Value thereof shall be determined in good faith by
the Board.

              (m)    "Offering Period", for the period from July 1, 1998 to
June 30, 2000, shall mean, subject to the second sentence of Section 4 hereof,
each calendar month commencing on the first Trading Day of the month and ending
on the last Trading Day of the month; provided, however that the first Offering
Period shall commence on July 1, 1998, and, from July 1, 2000, shall mean,
subject to the second sentence of Section 4 hereof, each calendar quarter
commencing on the first Trading Day of the quarter and ending on the last
Trading Day of the quarter, provided, however that the first quarterly Offering
Period shall commence on July 1, 2000.

              (n)    "Parent" shall mean a corporation which is a "parent
corporation" of the Company within the meaning of section 424(e) of the Code.

              (o)    "Plan" shall mean this Nextlink Communications, Inc.
Employee Stock Purchase Plan.

              (p)    "Purchase Price", for the period from July 1, 1998 to June
30, 2000, shall mean an amount equal to 85% of the average of the Fair Market
Value of a share of Common Stock on (i) the Enrollment Date and (ii) the
Exercise Date, and, from July 1, 2000, shall mean an amount equal to 85% of the
lower of the Fair Market Value of a share of Common Stock on (i) the Enrollment
Date and (ii) the Exercise Date.

              (q)    "Reserves" shall mean the number of shares of Common Stock
covered by each option under the Plan which have not yet been exercised and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but not yet placed under option.

              (r)    "Rule 16b-3" shall mean Rule 16b-3 promulgated under the
Exchange Act or any successor provision.

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              (s)    "Subsidiary" shall mean a corporation which is a
"subsidiary corporation" of the Company within the meaning of section 424(f) of
the Code.

              (t)    "Trading Day" shall mean a day on which national stock
exchanges and Nasdaq are open for trading.

       3.     Eligibility.

              (a)    Each person who is an Employee, on a given Enrollment Date,
shall be eligible to participate in the Plan.

              (b)    Any provisions of the Plan to the contrary notwithstanding,
no Employee shall be granted an option under the Plan (i) if, immediately after
the grant, such Employee would own stock (together with stock owned by any other
person or entity that would be attributed to such Employee pursuant to section
424(d) of the Code) of the Company (including, for this purpose, all shares of
stock subject to any outstanding options to purchase such stock, whether or not
currently exercisable and irrespective of whether such options are subject to
the favorable tax treatment of section 421(a) of the Code) possessing five
percent (5%) or more of the total combined voting power or value of all classes
of stock of the Company or of any Parent or Subsidiary, or (ii) which permits
his or her rights to purchase stock under all employee stock purchase plans
(within the meaning of section 423 of the Code) of the Company and its Parents
and Subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars
($25,000) worth of Common Stock (determined at the Fair Market Value of the
Common Stock at the time such option is granted) for each calendar year in which
such option is outstanding at any time. The limitation described in clause (ii)
of the preceding sentence shall be applied in a manner consistent with Section
423(b)(8) of the Code.

       4.     Offering Periods. The Plan shall be implemented by consecutive
Offering Periods continuing from the first Offering Period until terminated in
accordance with Section 19 hereof. The Board shall have the power to change the
duration of Offering Periods (including the commencement dates thereof) with
respect to future offerings without shareholder approval if such change is
announced at least twenty-five (25) days prior to the scheduled beginning of the
first Offering Period to be affected thereafter.

       5.     Participation.

              (a)    An Employee may become a participant in the Plan for an
Offering Period by completing a subscription agreement authorizing payroll
deductions in the form of Exhibit A to this Plan and filing it with the
Committee no later than the 25th day of the month immediately prior to the
applicable Enrollment Date, unless a later time for filing the subscription
agreement is set by the Board for all Employees with respect to a given Offering
Period. A participant's subscription agreement shall remain in effect for
successive Offering Periods unless the participant (i) ceases participation by
delivery of a new subscription agreement indicating his or her desire to cease
participation in future Offering Periods or (ii) withdraws from an Offering
Period pursuant to Section 10 hereof. Upon a participant's election to cease
participation in the Plan, any amount remaining in his or her account shall be
returned to him or her promptly after the end of the Offering Period during
which he has elected to cease participation.

              (b)    Payroll deductions for a participant shall commence on the
first payroll date on or following the Enrollment Date and shall end on the last
payroll date in the Offering

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Period to which such authorization is applicable, unless sooner terminated by
the participant as provided in Section 10 hereof.

       6.     Payroll Deductions.

              (a)    At the time a participant files his or her subscription
agreement, he or she shall elect to have payroll deductions made on each pay day
during the Offering Period in an amount (expressed as a whole number percentage)
not exceeding ten percent (10%) of the Compensation which he or she receives on
each pay day during the Offering Period; provided, however, that the maximum
number of shares which may be purchased by any participant during any Offering
Period is the number of shares equal to $25,000 minus the fair market value of
the number of shares of Common Stock previously purchased during such calendar
year, such fair market value determined as of each such prior Enrollment Date
during the calendar year with respect to which the shares were previously
purchased, divided by the fair market value of the Common Stock on the
Enrollment Date for the current Offering Period.

              (b)    All payroll deductions made for a participant shall be
credited to his or her account under the Plan and will be withheld in whole
percentages only. A participant may not make any additional payments into such
account.

              (c)    A participant may discontinue his or her participation in
the Plan, as provided in Section 10 hereof, at any time during the Offering
Period prior to the Exercise Date. Once an Offering Period has commenced, a
participant may not increase or decrease the rate of his or her payroll
deductions for that Offering Period, but may, during that Offering Period,
increase or decrease the rate of his or her payroll deductions for the next
succeeding Offering Period, by completing or filing with the Committee a new
subscription agreement, no later than the 25th day of the month immediately
prior to the end of that Offering Period, authorizing a change in payroll
deduction rate.

              (d)    Notwithstanding the foregoing, a participant's payroll
deductions may be decreased to 0% (i) at any time, to the extent necessary to
comply with Section 423(b)(8) of the Code and Section 3(b) hereof, and (ii) for
each Offering Period, at such time during such Offering Period that the
aggregate fair market value of the Common Stock (measured as of the date of each
respective Enrollment Date) previously purchased when added to the fair market
value of the shares of Common Stock to be purchased with respect to such then
current Offering Period equals or would exceed $25,000 in such calendar year.
Subject to the preceding sentence, payroll deductions shall recommence at the
rate provided in such participant's subscription agreement at the beginning of
the next succeeding Offering Period, unless terminated by the participant as
provided in Section 10 hereof.

              (e)    At the time the option is exercised, in whole or in part,
or at the time some or all of the Common Stock issued under the Plan is disposed
of, the participant must make adequate provisions for the Company's federal,
state, or other tax withholding obligations, if any, which arise upon the
exercise of the option or the disposition of the Common Stock. At any time, the
Company may, but will not be obligated to, withhold from the participant's
compensation the amount necessary for the Company to meet applicable withholding
obligations, including any withholding required to make available to the Company
any tax deductions or benefits attributable to sale or early disposition of
Common Stock by the Employee.

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       7.     Grant of Option. On the Enrollment Date of each Offering Period,
each Employee participating in such Offering Period shall be granted an option
to purchase on the Exercise Date of such Offering Period (at the applicable
Purchase Price) up to a number of shares of the Company's Common Stock
determined by dividing such Employee's payroll deductions accumulated prior to
such Exercise Date and retained in the participant's account as of the Exercise
Date by the applicable Purchase Price; provided, however, that the maximum
number of shares which may be purchased by any participant during any Offering
Period is the number of shares equal to $25,000 minus the fair market value of
the number of shares of Common Stock previously purchased during such calendar
year, such fair market value determined as of each such prior Enrollment Date
during the calendar year with respect to which the shares were previously
purchased, divided by the fair market value of the Common Stock on the
Enrollment Date for the current Offering Period, and provided, further, that
such purchase shall be subject to the limitations set forth in Sections 3(b) and
12 hereof. Exercise of the option shall occur as provided in Section 8 hereof,
unless the participant has withdrawn pursuant to Section 10 hereof, and shall
expire on the last day of the Offering Period.

       8.     Exercise of Option. Unless a participant withdraws from the Plan
as provided in Section 10 hereof, his or her option for the purchase of shares
will be exercised automatically on the Exercise Date, and, subject to the
limitations set forth in Sections 3(b), 7 and 12 hereof, the maximum number of
shares subject to option shall be purchased for such participant at the
applicable Purchase Price with the accumulated payroll deductions in his or her
account. During a participant's lifetime, a participant's option to purchase
shares hereunder is exercisable only by the participant.

       9.     Crediting of Shares and Delivery or Sale of Shares. As promptly as
practicable after each Exercise Date on which a purchase of shares occurs, the
Company shall arrange for the full and fractional shares of Common Stock to be
held by the Company on behalf of the participant or deposited in the brokerage
account of each participant at a brokerage house designated by the Committee.
The shares shall be held by the Company or in such brokerage account until such
time as the participant, or his or her designated beneficiary or estate in the
event of a participant's death, requests delivery of a stock certificate
representing any full shares of Common Stock or requests that any shares be sold
and the proceeds therefrom be distributed to such participant. Upon the request
of a participant, or his or her designated beneficiary or estate in the event of
a participant's death, any fractional shares of Common Stock will be distributed
in cash in the form of a check having a value equal to the value of such
fractional shares.

       10.    Withdrawal; Termination of Employment.

              (a)    A participant may withdraw all but not less than all the
payroll deductions credited to his or her account and not yet used to exercise
his or her option under the Plan at any time prior to the Exercise Date of an
Offering Period by giving written notice to the Committee in the form of Exhibit
B to this Plan. All of the participant's payroll deductions credited to his or
her account but not yet used to purchase shares will be paid to such participant
promptly after receipt of notice of withdrawal and such participant's option for
the Offering Period will be automatically terminated, and no further payroll
deductions for the purchase of shares will be made during the Offering Period.
If a participant withdraws from the Plan during an Offering Period, he or she
will be ineligible for future participation in the Plan for the Offering Period


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immediately following the Offering Period during which he or she withdrew from
the Plan. He or she may resume participation in the Plan for any such subsequent
Offering Period by delivering to the Company a new subscription agreement no
later than the 25th day of the month immediately prior to the Enrollment Date
for such Offering Period.

              (b)    Upon a participant's ceasing to be an Employee, for any
reason, he or she will be deemed to have elected to withdraw from the Plan and
the payroll deductions credited to such participant's account during the
Offering Period but not yet used to exercise the option will be distributed to
such participant or, in the case of his or her death, to the person or persons
entitled thereto under Section 14 hereof, and such participant's option will be
automatically terminated. Any full and fractional shares of Common Stock held in
the brokerage account of such participant shall remain in such account until
such participant or, in the case of his or her death, the person or persons
designated under Section 14 hereof, requests that a certificate representing the
shares be distributed or that such shares be sold and the proceeds from the sale
distributed to the participant, or such other person. Upon a participant's
request, any fractional shares of Common Stock will be distributed in cash in
the form of a check having a value equal to the value of such fractional shares.

              (c)    A participant's withdrawal from an Offering Period will not
have any effect upon his or her eligibility to participate in any similar plan
which may hereafter be adopted by the Company.

       11.    Interest. No interest or other increment shall accrue or be
payable with respect to any of the payroll deductions of a participant in the
Plan.

       12.    Stock.

              (a)    The shares of Common Stock to be offered and sold to
participants under the Plan may, at the election of the Company, be either
treasury shares, shares acquired on the open market by an independent brokerage
firm specifically to satisfy obligations under the Plan or authorized but
previously unissued shares of Common Stock. The maximum number of shares of
Common Stock which shall be made available for sale under the Plan shall be
6,000,000 shares, subject to adjustment upon changes in capitalization of the
Company as provided in Section 18 hereof. If on a given Exercise Date the number
of shares with respect to which options are to be exercised exceeds the number
of shares then available under the Plan, the Committee shall make a pro rata
allocation of the shares remaining available for purchase in as uniform a manner
as shall be practicable and as it shall determine to be equitable.

              (b)    No participant will have an interest or voting right in
shares covered by his option until such option has been exercised. All shares of
Common Stock held by the Company or in a participant's brokerage account on
behalf of a participant shall be voted by such participant. Dividends accruing
on shares of Common Stock, if any, held in a participant's brokerage account
shall be reinvested in shares of Common Stock at the full market value of such
shares at the time of purchase and deposited in such brokerage account until
such time as the participant requests delivery or sale of shares of Common Stock
as set forth in Section 9 herein.

              (c)    Shares to be held by the Company or deposited into a
participant's brokerage account under the Plan will be registered in the name of
the participant.

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       13.    Administration.

              (a)    Administrative Body. The Plan shall be administered by the
Committee. The Committee shall have full and exclusive discretionary authority
to construe, interpret and apply the terms of the Plan, to determine eligibility
and to adjudicate all disputed claims filed under the Plan. The Committee shall
also have authority to develop, amend and terminate rules governing the
operation of the Plan in conformity with the terms of the Plan. Every finding,
decision and determination made by the Committee shall, to the full extent
permitted by law, be final and binding upon all parties.

              (b)    Rule 16b-3 Limitations. Notwithstanding the provisions of
Subsection (a) of this Section 13, in the event that Rule 16b-3 provides
specific requirements for the administrators of plans of this type, the Plan
shall be only administered by such a body and in such a manner as shall comply
with the applicable requirements of Rule 16b-3.

       14.    Designation of Beneficiary.

              (a)    A participant may file a written designation of a
beneficiary who is to receive the rights to any full or fractional shares of
Common Stock in the participant's brokerage account under the Plan in the event
of such participant's death subsequent to an Exercise Date on which the option
is exercised but prior to distribution of such shares to such participant. In
addition, a participant may file a written designation of a beneficiary who is
to receive any cash from the participant's account under the Plan in the event
of such participant's death prior to exercise of the option.

              (b)    Such designation of beneficiary may be changed by the
participant at any time by written notice. In the event of the death of a
participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such participant's death, the executor or
administrator of the estate of the participant shall have all the rights to the
cash and or shares of Common Stock attributable to such participant or his or
her brokerage account under the Plan.

       15.    Transferability. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 14 hereof) by the participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw
funds from an Offering Period in accordance with Section 10 hereof.

       16.    Use of Funds. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions.

       17.    Reports. Individual accounts will be maintained for each
participant in the Plan. Statements of account will be given to participating
Employees at least annually, within such time as the Committee may reasonably
determine, which statements will set forth the amounts of payroll deductions,
the Purchase Price, the number of shares purchased and held in the participant's
brokerage account.



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       18.    Adjustments Upon Changes in Capitalization.

              (a)    Changes in Capitalization. Subject to any required action
by the shareholders of the Company, the Reserves as well as the price per share
of Common Stock covered by each option under the Plan which has not yet been
exercised automatically shall be adjusted proportionately for any increase or
decrease in the number of issued shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of
the Common Stock, or any other increase or decrease in the number of shares of
Common Stock effected without receipt of consideration by the Company; provided,
however, that conversion of any convertible securities of the Company shall not
be deemed to have been "effected without receipt of consideration." Except as
expressly provided herein, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock subject to an option.

              (b)    Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Offering Period will terminate
immediately prior to the consummation of such proposed action, unless otherwise
provided by the Board.

              (c)    Merger or Asset Sale. In the event of a proposed sale of
all or substantially all of the assets of the Company, or the merger of the
Company with or into another corporation, each option under the Plan shall be
assumed or an equivalent option shall be substituted by such successor
corporation or a parent or subsidiary of such successor corporation, unless the
Board determines, in the exercise of its sole discretion and in lieu of such
assumption or substitution, to shorten the Offering Period then in progress by
setting a new Exercise Date (the "New Exercise Date"). If the Board shortens the
Offering Period then in progress in lieu of assumption or substitution in the
event of a merger or sale of assets, the Board shall notify each participant in
writing, at least ten (10) business days prior to the New Exercise Date, that
the Exercise Date for his option has been changed to the new Exercise Date and
that his or her option will be exercised automatically on the new Exercise Date,
unless prior to such date he or she has withdrawn from the Offering Period as
provided in Section 10 hereof. For purposes of this paragraph, an option granted
under the Plan shall be deemed to be assumed if, following the sale of assets or
merger, the option confers the right to purchase, for each share of Common Stock
subject to the option immediately prior to the sale of assets or merger, the
consideration (whether stock, cash or other securities or property) received in
the sale of assets or merger by holders of Common Stock for each share of Common
Stock held on the effective date of the transaction (and if such holders were
offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding shares of Common Stock); provided,
however, that if such consideration received in the sale of assets or merger was
not solely common stock of the successor corporation or its parent (as defined
in Section 424(e) of the Code), the Board may, with the consent of the successor
corporation and the participant, provide for the consideration to be received
upon exercise of the option to be solely common stock of the successor
corporation or its parent equal in fair market value to the per share
consideration received by holders of Common Stock in the sale of assets or
merger.

              The Board may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the Reserves, as well as the price
per share of Common Stock covered by each outstanding option, in the event the
Company effects one or more reorganizations,


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recapitalizations, rights offerings or other increases or reductions of shares
of its outstanding Common Stock, and in the event of the Company being
consolidated with or merged into any other corporation.

       19.    Amendment or Termination.

              (a)    The Board may at any time and for any reason terminate or
amend the Plan. Except as provided in Section 18 hereof, no such termination may
adversely affect options previously granted; provided, that an Offering Period
may be terminated by the Board on any Exercise Date if the Board determines that
the termination of the Plan is in the best interests of the Company and its
shareholders. Except as provided in Section 18 hereof, no amendment may make any
change in any option theretofore granted which adversely affects the rights of
any participant. To the extent necessary to comply with Section 423 of the Code
(or any successor rule or provision or any other applicable law or regulation),
the Company shall obtain shareholder approval in such a manner and to such a
degree as required.

              (b)    Without shareholder consent and without regard to whether
any participant rights may be considered to have been "adversely affected," the
Board (or the Committee) shall be entitled to change the Offering Periods, limit
the frequency or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods or accounting and crediting procedures
to ensure that amounts applied toward the purchase of Common Stock for each
participant properly correspond with amounts withheld from the participant's
Compensation, and establish such other limitations or procedures as the Board
(or the Committee) finds, in its sole discretion, advisable and consistent with
the Plan.

       20.    Notices. All notices or other communications by a participant to
the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.

       21.    Conditions Upon Issuance of Shares. Shares shall not be issued
with respect to an option unless the exercise of such option and the issuance
and delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder and the requirements of any stock exchange upon which the
shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

              As a condition to the exercise of an option, the Company may
require the person exercising such option to represent and warrant at the time
of any such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned applicable provisions of law.

       22.    Term of Plan. The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its approval by the
shareholders of the Company. It shall


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continue in effect for a term of ten (10) years thereafter unless sooner
terminated under Section 19 hereof.

As adopted by the Board of Directors
of Nextlink Communications, Inc.
on March 26, 1998, and amended on July 1, 1998 and May 24, 2000


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                                    EXHIBIT A

                          NEXTLINK COMMUNICATIONS, INC.

                          EMPLOYEE STOCK PURCHASE PLAN

                             SUBSCRIPTION AGREEMENT

                                              Date:
                                                   -----------------------------

1.     The undersigned hereby elects to participate in the Nextlink
       Communications, Inc. Employee Stock Purchase Plan (the "Employee Stock
       Purchase Plan") for the Offering Period commencing on the first trading
       day of the month following the date set forth above (the "Enrollment
       Date").

2.     I understand that by choosing to participate in the Employee Stock
       Purchase Plan I have chosen to subscribe to purchase shares of the
       Company's Class A Common Stock in accordance with this Subscription
       Agreement and the Employee Stock Purchase Plan.

3.     I hereby authorize payroll deductions from each paycheck (on an after-tax
       basis), in the percentage amount of my Compensation set forth on the
       Enrollment Card submitted by the undersigned to the Plan Administrator,
       on each payday during this Offering Period and all future Offering
       Periods in accordance with the Employee Stock Purchase Plan.

4.     I understand that said payroll deductions will be accumulated for the
       purchase of shares of Class A Common Stock at the applicable Purchase
       Price determined in accordance with the Employee Stock Purchase Plan. I
       understand that if I do not withdraw from an Offering Period, any
       accumulated payroll deductions will be used to automatically exercise my
       option to purchase Class A Common Stock under the plan on the applicable
       Exercise Date.

5.     I have received a copy of "Information Regarding the Nextlink
       Communications, Inc. Employee Stock Purchase Plan", which is accompanied
       by a copy of the complete "Nextlink Communications, Inc. Employee Stock
       Purchase Plan." I understand that my participation in the Employee Stock
       Purchase Plan is in all respects subject to the terms of the plan.

6.     Shares purchased for me under the Employee Stock Purchase Plan should be
       issued in the name set forth below the undersigned's signature. I
       understand that shares purchased by me under the Employee Stock Purchase
       Plan will be held in an account for me by the Company or a brokerage firm
       until I request delivery of such shares.

7.     I understand that, under current Federal income tax law, if I dispose of
       any shares received by me pursuant to the Employee Stock Purchase Plan
       within two years after the Enrollment Date (i.e., within two years after
       the first day of the Offering Period during which I purchased such
       shares), I will be treated for Federal income tax purposes as having made
       a disqualifying disposition, and as having received ordinary income at
       the


<PAGE>   12

       time of such disposition in an amount equal to the excess of the fair
       market value of the shares at the time such shares were delivered to me
       over the price which I paid for the shares. The remainder of the gain, if
       any, recognized on such disqualifying disposition will be taxed as
       capital gain. I hereby agree to notify the Company in writing within 30
       days after the date of any disqualifying disposition of my shares and I
       will make adequate provision for federal, state or other tax withholding
       obligations, if any, which arise upon such disqualifying disposition. The
       Company may, but will not be obligated to, withhold from my Compensation
       the amount necessary to meet any applicable withholding obligation
       including any withholding necessary to make available to the Company any
       tax deductions or benefits attributable to the sale or disqualifying
       disposition of Common Stock by me. If I dispose of such shares at any
       time after the expiration of the two-year holding period, I understand
       that I will be treated for federal income tax purposes as having received
       income only at the time of such disposition, and that such income will be
       taxed as ordinary income only to the extent of an amount equal to the
       lesser of (1) the excess of the fair market value of the shares at the
       time of such disposition over the purchase price which I paid for the
       shares, or (2) 15% of the fair market value of the shares on the first
       day of the Offering Period in which the shares were purchased. The
       remainder of the gain, if any, recognized on such disposition will be
       taxed as capital gain.

8.     I hereby agree to be bound by the terms of the Employee Stock Purchase
       Plan. The effectiveness of this Subscription Agreement is dependent upon
       my eligibility to participate in the Employee Stock Purchase Plan.

9.     In the event of my death, I hereby designate the following as my
       beneficiary(ies) to receive all payments and shares due me under the
       Employee Stock Purchase Plan:

<TABLE>
<S>                                                           <C>                                <C>
Name: (Please Print):
                      ---------------------------------------------------------------------------------------------
                           (Last)                             (First)                            (Middle)

------------------                  -------------------------------------------------------------------------------
Relationship

                                    -------------------------------------------------------------------------------
                                    (Address)


Name: (Please Print):
                      ---------------------------------------------------------------------------------------------
                           (Last)                             (First)                            (Middle)


------------------                  -------------------------------------------------------------------------------
Relationship

                                    -------------------------------------------------------------------------------
                                    (Address)

Employee's Social Security Number:
                                    --------------------------------------------

Employee's Address:
                      ---------------------------------------------------------------------------------------------
</TABLE>



                                        2
<PAGE>   13

I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME AND THAT ANY AMOUNT
REMAINING IN MY ACCOUNT FOLLOWING AN EXERCISE DATE SHALL, UNLESS EARLIER
WITHDRAWN, BE USED TO PURCHASE SHARES IN THE NEXT SUCCEEDING OFFERING PERIOD. IF
I HAVE CHOSEN TO CEASE PARTICIPATION IN THE EMPLOYEE STOCK PURCHASE PLAN, ANY
AMOUNT REMAINING IN MY ACCOUNT WILL BE RETURNED TO ME.

<TABLE>
<S>                                         <C>
Dated:
        ----------------------------        --------------------------------------------------------------
                                            Signature of Employee

                                            --------------------------------------------------------------
                                            Print Name
</TABLE>

                                       3
<PAGE>   14

                                    EXHIBIT B

                          NEXTLINK COMMUNICATIONS, INC.

                          EMPLOYEE STOCK PURCHASE PLAN

                              NOTICE OF WITHDRAWAL

       The undersigned participant in the Offering Period of the Nextlink
Communications, Inc. Employee Stock Purchase Plan (the "Employee Stock Purchase
Plan"), which began on the date set forth in the Subscription Agreement entered
into by the undersigned at the time of enrollment, hereby notifies the Company
that he or she hereby withdraws from the Offering Period. The undersigned hereby
directs the Company to pay to the undersigned as promptly as practicable all the
payroll deductions credited to his or her account with respect to such Offering
Period. The undersigned understands and agrees that his or her option for such
Offering Period will be automatically terminated. The undersigned also
understands that no further payroll deductions will be made for the purchase of
shares in the current Offering Period and the undersigned may not participate in
the Employee Stock Purchase Plan for the Offering Period immediately following
the current Offering Period. The undersigned may resume participation in the
Employee Stock Purchase Plan (if otherwise eligible) in any future Offering
Period only by delivering to the Company a new Subscription Agreement within the
requisite time period set forth in of the Employee Stock Purchase Plan for such
Offering Period.

                                            Name and Address of Participant:

                                            ------------------------------------

                                            ------------------------------------

                                            ------------------------------------

                                            Signature:

                                            ------------------------------------

                                            Date:
                                                 -------------------------------