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                                                                  EXHIBIT 10.38


                                                                       EXHIBIT E

                                                          DRAFT OF APRIL 4, 1995



                         REGISTRATION RIGHTS AGREEMENT


                 THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is
entered into as of July __, 1995 by and among Nextel Communications, Inc., a
Delaware corporation (the "Issuer"), and Digital Radio, L.L.C., a Washington
limited liability company (the "Investor").  Capitalized terms that are used
but not otherwise defined herein are defined in Section 1.1 hereof.

                                    RECITALS

                 A.  The Issuer, the Investor and Craig O. McCaw ("Individual")
are parties to a Securities Purchase Agreement dated as of April 4, 1995 (the
"Securities Purchase Agreement"), and pursuant to such Securities Purchase
Agreement the Issuer has issued or will issue (i) shares of Class A Common
Stock, par value $.001 per share, of the Issuer ("Issuer Common Shares"), to
Investor and (ii) is issuing to Investor units composed of (a) shares of
convertible preferred stock of the Issuer ("Issuer Preferred Shares") and (b)
options to purchase Issuer Common Shares (the "Unit Options").

                 B.  Eagle River, Inc. ("Eagle River"), an Affiliate of
Investor, and Issuer are parties to a Management Support Agreement dated as of
April 4, 1995 (the "Management Agreement"), and pursuant to such Management
Agreement the Issuer has granted to Eagle River options to purchase Issuer
Common Shares as compensation and incentive for services provided by Eagle
River thereunder (the "Incentive Options", and, collectively with the Unit
Options, the "Options")
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                 C.  Supplier and the Investor are parties to a Stock Purchase
Agreement dated as of April 4, 1995 (the "Supplier Stock Purchase Agreement"),
and pursuant to such Supplier Stock Purchase Agreement Supplier will sell to
Investor certain Issuer Common Shares (the "Secondary Common Shares") and will
issue to Investor an option (the "Supplier Option") to purchase Issuer Common
Shares held by Supplier (the "Secondary Option Shares").

                 D.  The Issuer has agreed to provide to the Investor certain
registration rights with respect to (i) Issuer Common Shares that the
Investor and/or any of the Qualified Controlled Affiliates may purchase from
the Issuer or receive upon conversion of any of its Issuer Preferred Shares or
upon exercise of any of the Options and (ii) Secondary Common Shares that the
Investor and/or any of the Qualified Controlled Affiliates may purchase from
Supplier and Secondary Option Shares received upon exercise of the Supplier
Option (all Common Shares described above in this paragraph are herein referred
to as "Registrable Securities").

                 E.  The Issuer and the Investor are entering into this
Agreement to set forth the terms and conditions applicable to the grant and
exercise of such registration rights.

                 NOW, THEREFORE, for good and valuable consideration, the
receipt of which is hereby acknowledged by the parties hereto, the parties
hereby agree as follows:





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                                   ARTICLE 1

                                  DEFINITIONS


                         1.1 As used in this Agreement, the following terms have
the following meanings:

                          (i)     "Affiliate" means, as to any Person, another
                                  Person that directly or indirectly through
                                  one or more intermediaries, Controls, is
                                  Controlled by or is under common Control
                                  with, such Person.  For the purposes of this
                                  definition, "Control" when used with respect
                                  to any Person, means the possession, directly
                                  or indirectly, of the power to direct or
                                  cause the direction of the management and
                                  policies of such Person, whether through the
                                  ownership of voting securities, by contract
                                  or otherwise; the terms "Controlling" and
                                  "Controlled" have meanings correlative to the
                                  foregoing; provided, that the term
                                  "Controlled Affiliate" as used herein
                                  includes Individual and any Affiliate of
                                  Individual that is, at the relevant time,
                                  Controlled by Individual; and further
                                  provided, that the Issuer and Investor shall
                                  not be deemed to be direct or indirect
                                  Affiliates of each other;

                          (ii)    "Convertible Securities" means (i) any
                                  rights, options or warrants to acquire Issuer
                                  Common Shares and (ii) any notes, debentures,
                                  shares of preferred stock or other securities
                                  or rights which are convertible or
                                  exercisable into, or exchangeable for, Issuer
                                  Common Shares;

                          (ii)    "Cutback Registration" means any registration
                                  in which the managing underwriter advises the
                                  Issuer that marketing factors require a
                                  limitation of the number of Issuer Common
                                  Shares to be underwritten in such
                                  registration;

                          (iii)   "Electing Holder" means any holder of Issuer
                                  Common Shares other than holders of
                                  Registrable Securities (in their respective
                                  capacities as such), who has the right to
                                  request inclusion of Issuer Common Shares
                                  held by such holder in a registration;





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                          (iv)    "holder of Registrable Securities" means any
                                  of the Investor and any Qualified Controlled
                                  Affiliate of the Investor which at the
                                  relevant time is the holder of record of
                                  Registrable Securities;

                          (v)     "Person" means a corporation, association,
                                  joint venture, partnership, limited liability
                                  company, trust, business, individual,
                                  government or political subdivision thereof,
                                  or any governmental agency;

                          (vi)    "Piggyback Registration" means any
                                  registration which is not a Requested
                                  Registration (other than a registration on
                                  Form S-4 or Form S-8);

                          (vii)   "Qualified Controlled Affiliate" means any
                                  Controlled Affiliate, that has agreed, by a
                                  written agreement in form and substance
                                  reasonably satisfactory to the Issuer, to be
                                  bound by all the Transaction Agreements (as
                                  defined in the Securities Purchase Agreement)
                                  with respect to its ownership of securities
                                  of the Issuer as fully as if it were the
                                  Investor;

                          (viii)  "Register", "registered" and "registration"
                                  refer to a registration of Issuer Common
                                  Shares effected by preparing and filing a
                                  registration statement in compliance with the
                                  Securities Act of 1933, as amended ("the
                                  Securities Act") and the declaration or
                                  ordering of the effectiveness of such
                                  registration statement;

                          (ix)    "Registrable Securities" has the meaning
                                  specified in Recital Paragraph D. of this
                                  Agreement, but shall not include any other
                                  Issuer Common Shares or other securities of
                                  the Issuer which may now or hereafter be held





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                                  or acquired by any holder of Registrable
                                  Securities (provided that, as to any
                                  particular securities, such securities will
                                  cease to be Registrable Securities upon the
                                  first to occur of the following:  (i) they
                                  have been sold to the public pursuant to a
                                  registration or pursuant to Rule 144
                                  promulgated by the Securities and Exchange
                                  Commission (or any similar rule then in
                                  force); (ii) with respect to Issuer Common
                                  Shares issued upon exercise of the Incentive
                                  Stock Options, to the extent they have been
                                  previously registered if they may be resold
                                  by the holder thereof without registration or
                                  limitation; and (iii) they have been
                                  exchanged, substituted or replaced by
                                  securities which have been registered under
                                  the Securities Act.)  For all purposes of
                                  this Agreement, a holder of Registrable
                                  Securities shall be deemed to hold any
                                  Registrable Securities issuable to such
                                  holder upon conversion or exercise of, or in
                                  exchange for, Convertible Securities of the
                                  types described in Recital Paragraph D. of
                                  this Agreement, disregarding any legal,
                                  regulatory or contractual restrictions on
                                  such conversion, exercise or exchange.





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                          (x)     "Requested Registration" means a registration
                                  requested by holders of Registrable
                                  Securities pursuant to Section 2.2.

                                   ARTICLE 2

                            REGISTRATION PROVISIONS


                 2.1      Piggyback Registration.  If at any time, and from
time to time, the Issuer proposes to effect a Piggyback Registration for its
account or for the account of a security holder or holders, the Issuer shall:

                 (a)      promptly give to each holder of Registrable
Securities written notice thereof (which written notice shall include a list of
the jurisdictions in which the Issuer intends to attempt to qualify such
securities under or otherwise comply with the applicable blue sky or other
state securities laws); and

                 (b)      include in such registration (and any related
qualification under or other compliance with blue sky or other state securities
laws), and in any underwriting involved therein, all the Registrable Securities
specified in a written request, made within 15 days after receipt of such
written notice from the Issuer, by any holder of Registrable Securities;
provided that if such registration is a Cutback Registration, then (i) if such
registration is a primary registration on behalf of the Issuer, the Issuer
shall register in such registration (A) first, the Issuer Common Shares the
Issuer proposes to sell in such registration, and (B) second, the Registrable
Securities held by





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each holder of Registrable Securities and the Issuer Common Shares held by the
Electing Holders,

         (1) if such Registrable Securities and/or Issuer Common Shares are
         sought to be included in such registration pursuant to contractual
         registration rights in existence on the date hereof, in accordance
         with the respective contractual rights of the holders of such
         Registrable Securities and/or Issuer Common Shares, and

         (2) in all other cases, on a pro rata basis, based upon the number of
         Issuer Common Shares the holder of Registrable Securities and any
         Electing Holders originally sought to include in such registration,
         and

(ii) if such registration is a Piggyback Registration which is solely a
secondary registration on behalf of holders of Issuer Common Shares, the Issuer
shall register in such registration (A) first, the Issuer Common Shares
proposed to be sold by the holders of Issuer Common Shares requesting such
registration (the "Demanding Holders"), and (B) second, the Registrable
Securities held by each holder of Registrable Securities and the Issuer Common
Shares held by the Electing Holders, other than the Demanding Holders,

         (1) if such Registrable Securities and/or Issuer Common Shares are
         sought to be included in such registration pursuant to contractual
         registration rights in existence on the date hereof, in accordance
         with the respective contractual rights of the holders of such
         Registrable Securities and/or Issuer Common Shares, and





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         (2) in all other cases, on a pro rata basis, based upon the number of
         Issuer Common Shares each holder of Registrable Securities and such
         Electing Holders originally sought to include in such registration.

                 2.2      Requested Registration.

                 (a)      Request for Registration.  If the Issuer shall
receive a written request from any holder of Registrable Securities that the
Issuer effect any registration (including any related qualification under or
compliance with blue sky or other state securities laws) with respect to all or
a part of the Registrable Securities owned by such holder, the Issuer shall
promptly give notice of such request to each other holder of  Registrable
Securities.  The Issuer shall thereupon promptly use its best efforts
diligently to effect such Requested Registration and related qualifications and
compliances (including, without limitation, the execution of an undertaking to
file post-effective amendments and appropriate qualifications under or other
compliance with the applicable blue sky or other state securities laws) as may
be requested by the holder of Registrable Securities who made the original
request and by the holders of Registrable Securities who make written request
to the Issuer within 20 days after the giving of the aforesaid notice by the
Issuer ("Requesting Holders") and as would permit or facilitate the sale and
distribution of all or such portion of the Registrable Securities as are
specified in any such request; provided that the Issuer shall not be obligated
to take any





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action to effect a Requested Registration or any related qualification or
compliance pursuant to this Section 2.2:

                          (i)     if, within 60 days after receipt of the
                                  initial request pursuant to this Section 2.2,
                                  the Issuer shall elect to include in such
                                  registration Issuer Common Shares for its own
                                  account, whereupon the Issuer shall notify
                                  each Requesting Holder that it has elected to
                                  effect a Piggyback Registration and shall
                                  thereafter diligently proceed to do so,
                                  including therein the Registrable Securities
                                  as to which notice was given by the
                                  Requesting Holders pursuant to this Section
                                  2.2 but subject to the limitations set forth
                                  in Section 2.1;

                          (ii)    if the Requesting Holders do not request to
                                  include in such registration, in the
                                  aggregate, at least 25% of the Registrable
                                  Securities; or

                          (iii)   if the Issuer has effected two Requested
                                  Registrations on behalf of any holder of
                                  Registrable Securities, which Requested
                                  Registrations have been declared or ordered
                                  effective (including qualification under or
                                  other compliance with the state blue sky or
                                  securities laws requested) and which
                                  effectiveness has not been suspended or





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                                  stopped by any governmental or judicial
                                  authority.

                 If the Requested Registration is a Cutback  Registration, the
Issuer shall register in such registration (1) first, the Registrable
Securities which any Requesting Holder seeks to include in such registration,
on a pro rata basis based upon the number of such Issuer Common Shares each
Requesting Holder seeks to include in such registration and (2) second, the
Issuer Common Shares held by each Electing Holder, (i) if such Issuer Common
Shares are sought to be included in such registration pursuant to contractual
obligations of the Issuer in existence on the date hereof, in accordance with
the respective contractual rights of the holder of such Issuer Common Shares,
and (ii) in all other cases, on a pro rata basis based upon the number of
shares each Electing Holder seeks to include in such registration.

                 (b)      Underwriting.  If Requesting Holders intend to
distribute the Registrable Securities covered by such request by means of an
underwriting, such Requesting Holders shall so advise the Issuer as a part of
the request made pursuant to this Section 2.2 and, in such event, the
Requesting Holders shall select an underwriter of their choice, which choice
shall be subject to the approval of the Board of Directors of the Issuer, and
which approval shall not be unreasonably withheld.  The Issuer and such
Requesting Holders shall negotiate in good faith and enter into an underwriting
agreement in customary form with the underwriter or underwriters selected for
such underwriting.





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If a Requesting Holder disapproves of the terms of the underwriting, such
Requesting Holder may elect to withdraw therefrom by written notice to the
Issuer and the managing underwriter, and each of the remaining Requesting
Holders shall be entitled to increase the number of shares being registered, to
the extent permitted by the managing underwriter, in the proportion which the
number of shares of Registrable Securities being registered by such Requesting
Holder bears to the total number of shares being registered by all such
remaining Requesting Holders.

                 2.3      Expenses of Registration.  Except as otherwise
provided herein, all expenses incurred by the Issuer in connection with any
registration, qualification, or compliance pursuant to this Agreement,
including, without limitation, all registration, filing and qualification fees,
printing expenses, fees and disbursements of counsel for the Issuer and the
holders of Registrable Securities, and the expenses of any audits required by
such registration, shall be borne by the Issuer.  However, (a) the Issuer shall
not be required to pay underwriters' fees, discounts or commissions relating to
Registrable Securities and (b) the Issuer shall not be obligated to pay the
fees and disbursements of more than one legal counsel to the Requesting
Holders.

                 2.4      Registration Procedures.  (a)  In the case of each
registration, qualification or compliance effected by the Issuer pursuant to
this Article II, the Issuer shall keep each holder of Registrable Securities
included in such registration





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advised in writing as to the initiation, progress, and effective date of each
registration, qualification and compliance, and, at its expense to the extent
provided in Section 2.3, the Issuer will:

                          (i)     subject to Section 2.4(b) below, keep each
                                  registration, qualification or compliance
                                  effective for a period of 90 days (plus any
                                  number of days that the holders of
                                  Registrable Securities are unable to use a
                                  prospectus pursuant to Section 2.4(b) below)
                                  or until each such holder shall have
                                  completed the distribution described in the
                                  registration statement relating thereto,
                                  whichever first occurs (the "Registration
                                  Period"); and

                          (ii)    furnish such number of prospectuses
                                  (including preliminary prospectuses) and
                                  other documents filed with the Securities and
                                  Exchange Commission as part of the
                                  registration statement as such holders from
                                  time to time may request.

                 (b)      If, within the Registration Period, there occurs any
development or any event which makes any statement in the registration
statement or any post-effective amendment thereto, or any document incorporated
therein by reference, untrue in any material respect or which requires the
making of any changes in the registration statement or post-effective amendment
thereto or





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prospectus or amendment or supplement thereto, so that they will not contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein (in
the case of any prospectus, in the light of the circumstances under which they
were made) not misleading, the Issuer shall immediately notify each holder of
Registrable Securities included in such registration of the occurrence thereof
and, as soon as reasonably practicable, prepare and furnish to each such
holder, a reasonable number of copies of a prospectus supplemented or amended
so that, as thereafter delivered to purchasers of Registrable Securities, such
prospectus shall not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.  Each holder of Registrable Securities agrees that, upon
receipt of any notice from the Issuer pursuant to this Section 2.4(b), such
holder shall forthwith discontinue disposition of Registrable Securities until
it shall have received copies of such amended or supplemented prospectus, and,
if so directed by the Issuer, shall deliver to the Issuer all copies, other
than permanent file copies, then in its possession of the prospectus covering
Registrable Securities at the time of receipt of such notice.

                 (c)      Each holder of Registrable Securities participating
in any Cutback Registration shall, as among all such holders of Registrable
Securities, be entitled to exercise





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its rights hereunder pro rata according to the number of shares of Registrable
Securities held by such holder.

                 (d)      If requested by the underwriters for any underwritten
offering of Registrable Securities pursuant to a registration requested under
this Agreement, the Issuer will enter into an underwriting agreement with such
underwriters for such offering, such agreement to contain such representations
and warranties by the Issuer and such other terms and provisions as are
customarily contained in underwriting agreements with respect to secondary
distributions, including, without limitation, indemnities and contribution to
the effect and to the extent provided in Section 2.5 hereof and an opinion of
counsel for the Issuer dated the date of the closing under the underwriting
agreement, and providing that the Issuer shall use its best efforts to furnish
a "cold comfort" letter signed by the independent public accountants who have
audited the Issuer's financial statements included in such registration
statement, in each such case covering substantially the same matters with
respect to such registration statement (and the prospectus included therein) as
are customarily covered in opinions of Issuer's counsel and in accountants'
letters delivered to underwriters in underwritten public offerings of
securities and such other matters as the underwriters reasonably request and,
in the case of such accountants' letter, with respect to events subsequent to
the date of such financial statements.  The holders of Registrable Securities
on whose behalf the Registrable





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Securities are to be distributed by such underwriters shall be parties to any
such underwriting agreement.

                 (e)      In connection with the preparation and filing of each
registration statement registering Registrable Securities under the Securities
Act, the Issuer will give the underwriters, if any, and their counsel and
accountants, such reasonable and customary access to its books and records and
such opportunities to discuss the business of the Issuer with its officers and
the independent public accountants who have certified the Issuer's financial
statements as shall be necessary, in the opinion of such underwriters or their
respective counsel, to conduct a reasonable investigation within the meaning of
the Securities Act.

                 2.5      Indemnification.  (a) With respect to any
registration, qualification or compliance which has been effected pursuant to
this Article II, the Issuer shall indemnify each holder of Registrable
Securities whose securities are included therein, each such holder's directors
and officers, each underwriter (as defined in the Securities Act) of the
securities sold by such a holder, each other Person who participates in the
offering of such holder's securities, and each Person who controls (within the
meaning of the Securities Act) any such holder, underwriter, or participating
Person from and against all claims, losses, damages and liabilities (or actions
in respect thereof) arising out of or based on:

                          (i)     any untrue statement (or alleged untrue
                                  statement) of a material fact contained in





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                                  any prospectus, offering circular or other
                                  document (including any related registration
                                  statement, notification or the like) incident
                                  to any such registration, qualification or
                                  compliance effected pursuant to this Article
                                  II,

                          (ii)    any omission (or alleged omission) to state
                                  therein a material fact required to be stated
                                  therein or necessary to make the statements
                                  therein not misleading, or

                          (iii)   any violation by the Issuer of the Securities
                                  Act or any rule or regulation promulgated
                                  thereunder applicable to the Issuer, or any
                                  blue sky or state securities laws or any rule
                                  or regulation promulgated thereunder
                                  applicable to the Issuer,
in each case relating to action or inaction required of the Issuer in
connection with any such registration, qualification or compliance, and will
reimburse each such Person entitled to indemnity hereunder for any legal and
other expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action; provided that, the
foregoing indemnity and reimbursement obligation shall not be applicable to the
extent that any such claim, loss, damage or liability arises out of or is based
on any untrue statement (or alleged untrue statement) or omission (or alleged
omission) made in reliance upon and in conformity with written information





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furnished to the Issuer by or on behalf of such a holder or by or on behalf of
such an underwriter specifically for use in such prospectus, offering circular
or other document; and further provided that, with respect to any untrue
statement or omission or alleged untrue statement or omission made in any
preliminary prospectus, the indemnity agreement contained in this Section
2.5(a) shall not inure to the benefit of any underwriter to the extent that any
such losses, claims, damages or liabilities of such underwriter result from the
fact that there was not sent or given to any person who purchased Registrable
Securities in connection with such registration, at or prior to the written
confirmation of the sale of Registrable Securities to such person, a copy of
the prospectus relating to such registration, as then amended or supplemented
(exclusive of material incorporated by reference), if the Issuer had previously
furnished copies thereof to such underwriter.

                 (b)      Each holder of Registrable Securities which are
included in such registration, qualification or compliance shall indemnify the
Issuer, its directors and officers, each underwriter (as defined in the
Securities Act) of the securities of a holder, each other person who
participates in the offering of such holder's securities and each Person who
controls (within the meaning of the Securities Act) the Issuer or any such
underwriter or participating Person from and against all claims, losses,
damages and liabilities (or actions in respect thereof) arising out of or based
on:





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                          (i)     any untrue statement (or alleged untrue
                                  statement) of a material fact contained in
                                  any prospectus, offering circular or other
                                  document (including any related registration
                                  statement, notification or the like) incident
                                  to any such registration, qualification or
                                  compliance effected pursuant to this Article
                                  II,

                          (ii)    any omission (or alleged omission) to state
                                  therein a material fact required to be stated
                                  therein or necessary to make the statements
                                  therein not misleading, or

                          (iii)   any violation by such holder of the
                                  Securities Act or any rule or regulation
                                  promulgated thereunder applicable to such
                                  holder, or of any blue sky or other state
                                  securities law or any rule or regulation
                                  promulgated thereunder applicable to such
                                  holder,

in each case, relating to action or inaction required of such holder in
connection with any registration, qualification or compliance, and will
reimburse each such Person entitled to indemnity hereunder for any legal and
other expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, expense, liability or action, but in
each case only to the extent that such untrue statement (or alleged untrue
statement) or omission (or alleged omission) is made in such prospectus,
offering circular or other document in reliance





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upon and in conformity with written information furnished to the Issuer by or
on behalf of such holder specifically for use therein; and further provided
that, with respect to any untrue statement or omission or alleged untrue
statement or omission made in any preliminary prospectus, the indemnity
agreement contained in this Section 2.5(b) shall not inure to the benefit of
any underwriter to the extent that any such losses, claims, damages or
liabilities of such underwriter result from the fact that there was not sent or
given to any person who purchased Registrable Securities in connection with
such registration, at or prior to the written confirmation of the sale of
Registrable Securities to such person, a copy of the prospectus relating to
such registration, as then amended or supplemented (exclusive of material
incorporated by reference), if the Issuer had previously furnished copies
thereof to such underwriter.

                 (c)      Each party entitled to indemnification under this
Section 2.5 (an "Indemnified Party") shall give notice to the party required to
provide indemnification (the "Indemnifying Party") promptly after the
Indemnified Party has actual knowledge of any claim as to which indemnity may
be sought, and shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom; provided that

                          (i)     counsel for the Indemnifying Party who shall
                                  conduct the defense of any such claim or any
                                  litigation shall be approved by the
                                  Indemnified Party,





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                          (ii)    the Indemnified Party may participate in such
                                  defense at the Indemnified Party's expense
                                  (provided that the Indemnified Party or
                                  Indemnified Parties shall have the right to
                                  employ one counsel to represent it or them
                                  if, in the reasonable judgment of the
                                  Indemnified Party or Indemnified Parties, it
                                  is advisable for it or them to be represented
                                  by separate counsel by reason of having legal
                                  defenses which are different from or in
                                  addition to those available to the
                                  Indemnifying Party, and in that event the
                                  fees and expenses of such one counsel shall
                                  be paid by the Indemnifying Party), and

                          (iii)   failure of any Indemnified Party to give
                                  notice as provided herein shall not relieve
                                  the Indemnifying Party of its obligations
                                  under this Section 2.5.

No Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement (which judgment or settlement would be
adverse to and binding upon such Indemnified Party) of any claim for which such
Indemnified Party may seek indemnification hereunder; provided that, as to each
Indemnified Party withholding such consent, the maximum amount of the losses,
damages or liabilities in respect of which such Indemnified Party may seek
indemnification





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hereunder with respect to such claim shall be limited to the amount which the
Indemnifying Party would have paid to or on behalf of such Indemnified Party
had such Indemnified Party consented to such judgment or settlement.

                 (d)      If the indemnification provided for in this Section
2.5 shall for any reason be unavailable to an Indemnified Party in respect to
any loss, claim, damage or liability, or any action in respect thereof,
referred to therein, then each Indemnifying Party shall in lieu of indemnifying
such Indemnified Party, contribute to the amount paid or payable by such
Indemnified Party as a result of such loss, claim, damage or liability, or
action in respect thereof, in such proportion as shall be appropriate to
reflect the relative fault of the Indemnifying Party on the one hand and the
Indemnified Party on the other with respect to the statements or omissions
which resulted in such loss, claim, damage or liability, or action in respect
thereof, as well as any other relevant equitable considerations.  The relative
fault shall be determined by reference to whether the untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by the Indemnifying Party on the
one hand or the Indemnified Party on the other, the intent of the parties and
their relative knowledge, access to information and opportunity to correct or
prevent such statement or omission, but not by reference to any Indemnified
Party's stock ownership in the Issuer.  In no event, however, shall a holder of
Registrable Securities be required to contribute in excess of the





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amount of the net proceeds received by such holder in connection with the sale
of Registrable Securities in the offering which is the subject of such loss,
claim, damage or liability.  The amount paid or payable by an Indemnified Party
as a result of the loss, claim, damage or liability, or action in respect
thereof, referred to above in this paragraph shall be deemed to include, for
purposes of this paragraph, any legal or other expenses reasonably incurred by
such Indemnified Party in connection with investigating or defending any such
action or claim.  No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act)) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.

                 2.6      Information by Holders.  If Registrable Securities
owned by a holder are included in any registration, such holder shall furnish
to the Issuer such information regarding itself and the distribution proposed
by such holder as the Issuer may reasonably request and as shall be required in
connection with any registration, qualification or compliance referred to in
this Article II.

                 2.7  Rule 144 Reporting.  With a view to making available to
each holder of Registrable Securities the benefits of certain rules and
regulations of the Securities and Exchange Commission which may permit the sale
of the Registrable Securities to the public without registration, the Issuer
agrees that so long as a holder owns any Registrable Securities, the Issuer
shall, (a) make and keep available public information, as





                                       22
<PAGE>   23
those terms are contemplated by Rule 144 under the Securities Act; (b) timely
file with the Commission all reports and other documents required to be filed
under the Securities Act and the Exchange Act; and (c) furnish to each holder
forthwith upon request a written statement by the Issuer as to its compliance
with the reporting requirements of the Securities Act and the Exchange Act, a
copy of the most recent annual or quarterly report of the Issuer, and such
other information as such holder may reasonably request in order to avail
itself of any rule or regulation of the Commission allowing such holder to sell
any Registrable Securities without registration.

                 2.8      Future Registration Rights.  (a)  The Issuer shall
not hereafter agree with the holders of any securities issued or to be issued
by the Issuer to register such securities under the Securities Act unless such
agreement specifically provides that (a) such holder of securities may not
participate in any Piggyback Registration except as provided in Section 2.1,
(b) the holder of such securities may not participate in any Requested
Registration except as provided in Section 2.2, (c) unless in the opinion of
the managing underwriter or underwriters, if any, of any Piggyback Registration
or Requested Registration the public offering or sale of such other securities
would not interfere with the successful public offering and sale of Registrable
Securities requested to be included in such Piggyback Registration or Requested
Registration, such other securities will not be included in a registration
statement in which such shares of Registrable Securities are so included, and
(d) such





                                       23
<PAGE>   24
securities may not be publicly offered or sold for a period of at least ninety
(90) days after the date upon which such registration statement becomes
effective.  No provision of this Section 2.8 shall be deemed violated by the
future grants of registration rights provided such rights are subject to the
foregoing restrictions and are exercisable on a pro rata basis with all other
holders of such rights and the Issuer will not be required to obtain the
consent of any party hereto with respect to such future grants.

                 (b)  From and after the date hereof, the Issuer shall not
enter into any agreement with any holder or prospective holder of any
securities of the Issuer providing for the granting to such holder of
registration rights (including demand registration rights which, by their
terms, do not permit the inclusion of shares of parties other than the holders
of such demand registration rights) that entitle such holder to priority over
the Investor with respect to registration of the securities of the Issuer.

                                   ARTICLE 3

                                 MISCELLANEOUS


                 3.1      Notices.  Except as otherwise specifically provided
in this Agreement, all communications hereunder shall be sent in the manner and
to the addresses set forth in Section 11.1 of the Securities Purchase
Agreement.

                 3.2      Non-Waiver of Remedies and Actions By Holders.  No
course of dealing between the Issuer and the holder of any





                                       24
<PAGE>   25
Registrable Securities or any delay on the part of such holder in exercising
any rights available to such holder shall operate as a waiver of any right of
such holder, except to the extent expressly waived in writing by such holder.

                 3.3      Headings.  The headings in this Agreement are for
purposes of reference only and shall not be considered in construing this
Agreement.

                 3.4      Counterparts.  This Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall
constitute an original and all together shall constitute one Agreement.

                 3.5      Successors and Assigns.   This Agreement shall bind
and inure to the benefit of the respective successors and Qualified Controlled
Affiliates of the Investor as permitted in Section 1.1(iv) and the Issuer's
successors and permitted assigns.

                 3.6      Consent of Holders; Waiver.  Whenever, by the terms
hereof, the consent of the holders of Registrable Securities is required,
anything is required to be done to the satisfaction of the holders of
Registrable Securities, or the holders of Registrable Securities are to appoint
a representative, such consent, satisfaction, or appointment shall, unless
otherwise indicated, require the approval of the Investor.  Any of the
provisions hereof may be waived or modified by consent of the Investor.  All
the rights and remedies hereunder of the holders of Registrable Securities
shall be cumulative.  All rights and remedies hereunder for the benefit of the
holders of





                                       25
<PAGE>   26
Registrable Securities are intended to be for the benefit of each holder of
Registrable Securities and, unless otherwise specified to the contrary, may be
exercised by the holders of Registrable Securities together or by each holder
of Registrable Securities separately.

                 3.7      Enforceability.  If any term or provision of this
Agreement, or the application thereof to any Person or circumstance, shall, to
any extent, be invalid or unenforceable, the remaining terms and provisions of
this Agreement or application to other Persons and circumstances shall not be
invalidated thereby, and each term and provision hereof shall be construed with
all other remaining terms and provisions hereof to effect the intent of the
parties hereto to the fullest extent permitted by law.

                 3.8      Law Governing.  This Agreement shall be construed and
enforced in accordance with and shall be governed by the laws of the State of
Delaware applicable to contracts executed in and to be fully performed in that
state.

                 3.9      Effectiveness.  The effectiveness of this Agreement
is conditioned upon, and the obligations and rights of the parties hereunder
will come into force and effect at, the Closing as contemplated in the
Securities Purchase Agreement.

                 IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered as of the day and





                                       26
<PAGE>   27
year first above written.

                                        NEXTEL COMMUNICATIONS, INC.

                                        --------------------------------------
                                        Name:  Thomas J. Sidman
                                        Title:  Vice President


                                        DIGITAL RADIO, L.L.C.

                                        --------------------------------------
                                        Name:
                                        Title:





                                       27