<PAGE>   1
Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.

                                                          CONFIDENTIAL TREATMENT

    iDEN(R) INFRASTRUCTURE [*] SUPPLY AGREEMENT                  EXHIBIT 10.2

This Agreement ("Agreement" or "Supply Agreement") is between Motorola, Inc., a
Delaware corporation, by and through its iDEN Infrastructure North American
Division with offices at 1301 East Algonquin Road, Schaumburg, Illinois 60196
("Motorola") and Nextel Communications, Inc. with offices at 1505 Farm Credit
Drive, McLean, VA 22102 ("Customer").

RECITALS:

Customer or its Affiliates have certain rights to use certain electromagnetic
radio frequencies licensed by the Federal Communications Commission (FCC) and
employs or intends to employ such frequencies to operate iDEN Systems in the
"Area" defined below in Section 1.

Customer shall purchase and Motorola shall sell, and where required by the
Customer, shall install and integrate iDEN Systems pursuant to the terms and
conditions of this Agreement for the term of [    *   .]

The Exhibits to this Agreement are incorporated by reference into the Agreement.

The parties previously entered into the November 4, 1991 Letter Agreement, as
subsequently amended, for the sale by Motorola and purchase by Customer of
Subscriber equipment for use on the Systems (the "Subscriber Agreement").

AGREEMENT:

Now therefore, in consideration of the mutual obligations herein contained, the
parties agree as follows:

1.0    DEFINITIONS

       Capitalized terms used in this Agreement and the Exhibits shall have the
       following meanings:

       ACCEPTANCE TEST PLAN

       Exhibit "C" describes the Generic Acceptance Test Plan ("GATP"). The
       Acceptance Test Plan ("ATP") is the plan for testing a new System or
       System Expansion that is the specific GATP test the parties agree in
       certain Project Orders or Quote Orders to make up the ATP of a specific
       test of a System or System Expansion.

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

(R)Registered U.S. Patent & Trademark Office.


                                       1
<PAGE>   2


* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.

       AFFILIATE

       All wholly owned affiliates of Customer that operate solely in the United
       States. See Section 6.6 for other legal entities that may qualify for
       special pricing and payment terms covered by this Agreement.

       AREA

       The geographic area of any of the metropolitan market areas throughout
       the United States.

       CHANGE ORDER

       Any change agreed to in writing, by Customer and Motorola, that modifies
       the type or quantity of Equipment, Software or Services set forth in a
       "Purchase Order", "Project Order", or "Quoted Order", which terms are
       defined in Section 2.4.

       COMMERCIAL SERVICE

       The point at which the System or any portion thereof is functional and
       operative and has one or more Subscribers, other than Subscribers
       specifically connected as part of a test program.

       CONDITIONAL ACCEPTANCE AND FINAL ACCEPTANCE

       Conditional Acceptance of a System shall occur as follows:

       With respect to new Systems, Conditional Acceptance shall occur [*]
       shall occur and be evidenced by a notice signed by Customer when
       substantially all Punchlist items have been resolved.

       With respect to Expansion Product, in the event Customer purchases
       Installation and Integration Services from Motorola prior to the date of
       shipment, [*] above with respect to the System.

       For Expansion Product, Equipment or Software purchased without
       Installation and Integration Services, [*] and such Expansion Product,
       Equipment or Software [*] Motorola will warrant the functional operation
       of Equipment and Software [*] so long as such Equipment and Software is
       installed by the Customer [*]

       CONFIDENTIAL INFORMATION

       Software, Documentation, Interfaces, and Specifications and information
       marked as confidential or proprietary and transferred pursuant to this
       Agreement which may include, without implied limitation, formulas,
       processes, designs, photographs, plans, samples,


                                       2
<PAGE>   3


* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.

       equipment, equipment performance reports, Subscriber lists, pricing
       information, studies, findings, inventions, ideas, drawings, schematics,
       sketches, specifications, parts lists, technical data, databases,
       software in any form, flow charts, algorithms and other business and
       technical information. Excluded from Confidential Information is that
       which (i) the recipient had in its possession without confidential
       limitation prior to disclosure, (ii) which is independently developed by
       the recipient, (iii) which is known or becomes known to the general
       public without breach of this Agreement, or (iv) which is received
       rightfully and without confidential limitation by the recipient from a
       third party. Confidential Information shall be subject to the
       requirements of Section 12 of this Agreement.

       DOCUMENTATION

       The documentation described in Exhibit "H".

       EQUIPMENT

       Goods, hardware, and products (other than Software) contained in the
       Price Book or in a Project Proposal or Quoted Proposal which are supplied
       by or through Motorola to be used in conjunction with and as part of an
       iDEN System.

       EXPANSION PRODUCT

       All Fixed Network Equipment, Software, and other products and services
       purchased from Motorola to add to or expand a System.

       FOB

       When used herein shall mean that Motorola shall deliver to Customer's
       carrier at a Motorola facility.

       FIXED NETWORK EQUIPMENT - FNE

       "FNE" shall mean Motorola supplied Equipment integral to the iDEN System,
       including the following major components: [*]

       iDEN

       iDEN is the trademark for Motorola's advanced integrated radio-telephone
       and dispatch communications system that is described in Exhibit "B".

       IMPLEMENTATION SCHEDULE

       The schedule set forth in the Project Order or Quoted Order for the
       System or System Expansion.


                                       3
<PAGE>   4
* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.

       INITIAL PROGRAM LOAD (IPL)

       The Initial Program Load (IPL) Software is delivered with the System or
       System Expansion, shall be the most current version of iDEN Software that
       is in general release and includes the Software necessary to support all
       major subsystems or components of the iDEN System as identified in the
       Price Book, Project Order or Quoted Order. A license fee for the System
       IPL is identified in the Price Book. Exhibit "N" hereto sets forth
       alternate IPL license fees that may be elected by Customer, in whole but
       not in part, if Customer meets the qualifications set forth therein.

       INTEGRATION KIT

       "Integration Kit" shall be as defined in Section 2.4.1(b).

       INTERCONNECT CARRIER

       Any local exchange carrier, inter-exchange carrier, or reseller of local
       or inter-exchange service that is connected to the System.

       INTERCONNECT FACILITIES

       The medium connecting the iDEN Network Interconnect Switch to the public
       switched telephone network or inter-exchange carrier network of any
       Interconnect Carrier including termination facilities such as protected
       termination blocks, end office termination repeaters and Channel Service
       Units to permit direct connection to the System.

       PRICE BOOK

       Motorola's iDEN(R) Infrastructure Price Book, which is kept by Motorola
       on the iDEN web site for use in the United States and updated
       periodically by Motorola.

       PUNCHLIST

       The list, prepared during the ATP and the [     *     ] subsequent to the
       date of Conditional Acceptance and finalized no later than [   *   ]
       subsequent to the date of Conditional Acceptance, which sets forth those
       items, if any, identified by Customer in good faith and agreed to by
       Motorola (which agreement Motorola shall not unreasonably withhold or
       delay) where the System or System Expansion or Expansion Product fail to
       comply with the applicable specifications and performance standards set
       forth in Exhibit "B" and the ATP.

       RF

       Radio Frequency.


                                       4
<PAGE>   5


* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.

       SITE

       Each of the physical locations comprising the System, which contains FNE,
       including the geographic location that houses the iDEN mobile switching
       office equipment.

       SMP

       The Software Maintenance Program defined in Exhibit "E".

       SUBSCRIBER

       A person who uses the System entitling the System operator to revenue.

       SOFTWARE

       The object-code or, in limited cases, source code computer programs
       furnished by Motorola to Customer for use solely in conjunction with the
       specific FNE identified in the Price Book, Project Order or Quoted Order.
       Under the terms and conditions of the Software License in Exhibit "F".

       SUBSCRIBER UNIT

       Any manufactured and assembled, mobile or portable, iDEN
       telecommunications unit intended for use by any Subscriber.

       SYSTEM

       A "System" shall be defined as a specified grouping of Equipment,
       Software and related Services an MSO, RSO, or CSO supplied by or through
       Motorola for the construction of a digital mobile network to provide
       mobile integrated services for a geographic area utilizing the basic iDEN
       technology platform.

       SYSTEM EXPANSION

       A " System Expansion" shall be defined as a specified grouping of
       Equipment, Software and related Services or modification of an MSO, RSO,
       or CSO utilizing the basic iDEN technology platform, and supplied by or
       through Motorola as a single order or a group of related orders which are
       received by Motorola within thirty (30) days from the date on which the
       Motorola received the first of such related orders, unless otherwise
       agreed to, having an aggregate minimum purchase price of [*] The specific
       grouping shall be ordered for the modification of the existing design, or
       to increase the capabilities or capacities of Customer's existing iDEN
       System.


                                       5
<PAGE>   6


* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.

       SYSTEM INTEGRATION

       "System Integration" shall be as defined in Section 2.2.2(a).

       TECHNICAL DEFINITIONS

       The definitions set forth in Exhibit "B" shall have the same meaning
       herein.

2.0    SCOPE OF AGREEMENT: IMPLEMENTATION

       2.1    Customer agrees to purchase/license from Motorola and Motorola
              agrees to sell/license Equipment, Systems, System Expansions, and
              Expansion Product at prices set forth in the Price Book. [*] The
              prices for goods and services set forth in the Price Book are the
              [*] unless specifically noted to the contrary.

       2.2    System Strategy

              2.2.1  The parties agree to continue to work jointly to enhance
                     the iDEN technology by:

                     a) Consulting at [*]; and

                     b) Following the [*] process to define new features; and

                     c) [*]; and

                     d) Pursuing an action plan to attain [*] via changes in
                     System design, System architecture, operational procedures,
                     and other vendor actions; and

                     e) Working to strengthen public awareness of the iDEN
                     brand.

              2.2.2  System Integration Strategy

                     (a) System Integration: The parties agree that Motorola
                     will continue to be the only System integrator for
                     Customer's iDEN Systems. "iDEN System Integration" shall
                     include but not be limited to System architectural design,
                     FNE Testing, iDEN standards, etc. All major iDEN switching
                     components that comprise the FNE will be procured through
                     Motorola. However, if Customer elects to purchase FNE from
                     an Alternative Infrastructure Manufacturer contemplated by
                     the Second Amendment to the 1991 Purchase Agreement
                     ("Alternative iDEN Infrastructure Manufacturer"), it is
                     recognized that Motorola will continue to be the integrator
                     of all network elements purchased from such Alternative
                     iDEN Infrastructure Manufacturer's, [*]. These special
                     charges shall be negotiated and agreed upon by the Customer
                     and


                                       6
<PAGE>   7


* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.

                     Motorola in good faith and shall be [*]. In order to
                     protect an Alternative iDEN Infrastructure Manufacturer 's
                     proprietary technology from potential reverse engineering
                     by Motorola, it is agreed that a separate secure area will
                     be provided to such Alternative iDEN Infrastructure
                     Manufacturer in close proximity to Motorola's iDEN
                     development and test labs to enable Alternative iDEN
                     Infrastructure Manufacturer integration and type acceptance
                     testing by Motorola. The Alternative iDEN Infrastructure
                     Manufacturer will be responsible for all costs incurred by
                     Motorola in providing such separate secure area and in
                     performing such integration tests, etc. Notwithstanding the
                     commitments included in this Section, the Customer and
                     Motorola will agree to develop a mutually acceptable
                     arrangement for the integration of iDEN technology [*]

                     (b) Vendor Access and Information: Customer needs to
                     receive direct product information from the major vendors
                     to Motorola iDEN on operational support issues and future
                     product direction. This will be accomplished by periodic
                     supplier meetings conducted by Motorola at least twice a
                     year.

                     (c) Vendor Substitution: While the parties will continually
                     search the market for new vendors that can enhance overall
                     iDEN performance, changes in vendors [*.] If a change in
                     vendor(s) is at the request of the Customer, [*] multiple
                     vendor(s), retrofit of existing Systems, and [*] the
                     introduction of an Alternative iDEN Infrastructure
                     Manufacturer.

              2.2.3  Joint Goal Setting

                     To reinforce the importance of the strategic relationship
                     each party has with the other, the parties agree to
                     annually set joint goals and create incentive plans for its
                     key employees tied to achieving such joint goals.

       2.3    Motorola and Customer shall each appoint a Program Manager for
              each System. Each such System Program Manager shall have the
              responsibility to make good faith efforts to resolve problems and
              disputes prior to initiating the dispute resolution procedures set
              forth in Section 30. Other responsibilities are as follows:

              2.3.1  The responsibilities of the Motorola Program Manager shall
                     include:

                     a. Serve as the primary Customer contact for the System.

                     b. Serve as the focal point for all Motorola internal plant
                        and field issues.


                                       7
<PAGE>   8


Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement

                     c. Deliveries, subcontracts, installation, System testing
                        and integration, documentation, training and all duties
                        required to coordinate any work of the various Motorola
                        team members required by the Customer.

                     d. Clarify the final definition of all Customer and project
                        requirements.

                     e. Establish a detailed project schedule and oversee
                        accomplishment of project milestones.

                     f. Establish the project team structure and staffing.

                     g. Establish and maintain project reporting and measurement
                        procedures.

                     h. Meet regularly with Customer's Program Manager to review
                        progress and project issues.

                     i. Facilitate within Motorola Customer's order placement
                        and order acceptance procedures.

              2.3.2  The responsibilities of the Customer Program Manager shall
                     include:

                     a. Serve as primary Motorola contact for the System.

                     b. Serve as the focal point for all Customer internal and
                        field issues.

                     c. Schedule and oversee accomplishment of project
                        milestones.

                     d. Review and approve accomplishment of project milestones.

                     e. Disseminate project reports and measurement procedures
                        within Customer's organization.

                     f. Approve all modifications to specifications.

                     g. Approve and acquire all Sites, notify the Motorola
                        Program Manager of Site availability, and coordinate
                        Motorola's access to the Sites.

                     h. Meet regularly with the Motorola Program Manager to
                        review progress and project issues.

       2.4    Customer may order System or Expansion Product on Purchase Orders,
              Project Orders, or Quoted Orders as defined in Section 2.4.1,
              Customer purchase order forms if such forms incorporate by
              reference this Agreement and state that this Agreement supersedes
              all terms and conditions that may appear as preprinted items on
              the customer purchase order form. The purchase order shall be used


                                       8
<PAGE>   9


* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.

              only to identify quantities of goods and/or services ordered, and
              all prices shall be as set forth in the then current Price Book or
              Project Orders or special Quoted Orders. For these purposes, the
              following statement on a purchase order shall suffice as such
              incorporation by reference and supersession:

                     "All terms and conditions of the Nextel/Motorola iDEN(R)
                     Infrastructure [*] Supply Agreement, dated as of
                     January 1, 1999, as amended, shall apply to this purchase
                     order and shall supersede and replace any preprinted or
                     other terms and conditions contained herein."

              Standard Equipment order lead times and installation period shall
              be as set forth in the then current Price Book. [*.]

       2.4.1  It is anticipated that there will be three categories of Orders
              hereunder:

              (a) Purchase Orders. Purchase Orders shall cover Equipment
                  (including warranty cost as shown in the Price Book);
                  Software; Services associated with items that are identified
                  in the Price Book or a Project Order or Quote Order as
                  described below.

              (b) Project Orders. Project Orders shall cover System Integration
                  Services and "Integration Kits" that provide standard charges
                  for cables and connectors, and miscellaneous or unique
                  hardware, special engineering costs and special parts. If
                  Customer requests non-standard work, non-standard Integration
                  Kit charges shall apply and shall be negotiated and agreed by
                  the parties prior to final submission and shall be reflected
                  in the final Project Order. Project Orders shall also identify
                  all Equipment, hardware or Software and all Purchase Orders
                  related to the Services ordered. If Customer makes changes to
                  the scope of the work required for the Project Order,
                  additional or reduced charges may apply. Exhibit "A" contains
                  a sample Project Order form and a process map of the ordering
                  process. Project Orders may be made from Customer's ordering
                  system, subject to use of the Section 2.4 language
                  incorporating this Agreement.

              (c) Quoted Orders. Quoted Orders shall be for Equipment or
                  Services that are not in the Price Book or require
                  customization or deviate in any material respect from
                  standard product or service offering detailed in the Price
                  Book. If Customer makes changes to the scope of the work
                  required for the Quoted Order, additional or reduced charges
                  may apply.

       2.4.2  Order Process


                                       9
<PAGE>   10


* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.

              Purchase Orders may be completed by Customer without the need for
              input from Motorola. Receipt of Purchase Orders will be
              acknowledged by Motorola.

              Project Orders may be completed by Customer using the form set out
              in Exhibit "A" hereto. Motorola shall review all documents and
              indicate its acceptance by signing and returning a copy to
              Customer or shall work with Customer to modify the Project Order,
              which both parties shall sign indicating a binding agreement
              between the parties.

              Quoted Orders shall be requested by Customer, and Motorola shall
              prepare a specific quote for Customer. Customer shall review the
              Quoted Order as prepared by Motorola and all related documentation
              and indicate its acceptance by signing and returning a copy to
              Motorola or shall work with Motorola to modify such Quoted Orders.
              Both parties must sign a modified Quoted Order before it will be
              accepted by and binding on the parties.

              All Purchase Orders, Project Orders, and Quoted Orders shall
              contain the applicable System Integration and warranty as outlined
              in the Price Book. All applicable System configuration information
              and applicable questionnaires shall accompany Purchase Orders,
              Project Order, and Quote Order.

       2.4.3  Changes in Project Orders

              All changes in Project Orders shall be by written Amendment signed
              by both parties except for the below type of changes ("Project
              Order Adjustments"):

                     (a) Changes to Customer requested ship dates;

                     (b) Changes to shipping locations to an alternate
                         authorized Customer location;

                     (c) Contemporaneous faxes/emails. Project Order Adjustments
                         may be made by the oral agreement of one Authorized
                         Party from Customer and one Authorized Party from
                         Motorola followed by a contemporaneous faxed or emailed
                         confirmation from one party to the other. For the
                         purpose of this Section, "Authorized Party" shall be
                         the program manager or others agreed to between the
                         parties.

              Customer may cancel orders without charge up to [*] days after the
              order (provided shipment has not occurred), thereafter a
              cancellation fee may apply.

       2.5    Head Start for iDEN Dispatch

              Subject to [*] the parties agree as follows:


                                       10
<PAGE>   11


* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.

                     (a) In any case where competitive suppliers offer [*].

                     (b) If Motorola's [*]. Further, until [*] any enhancements
                         beyond the current [*.]

                     (c) [*]

3.0    OBLIGATIONS OF CUSTOMER

       Customer shall:

       3.1    Design the RF coverage plan and frequency plan for each Area
              including but not limited to Site location, frequencies at each
              Site, RF coverage from each Site, co-channel interference caused
              from one Site to another Site, co-channel interference from
              non-Customer sites.

       3.2    Procure necessary FCC radio station licenses together with such
              other authorizations as may be required to construct and operate
              the System, including without implied limitation, Site building
              permits, zoning variances, and any other required approval or
              authorizations from appropriate government and other authorities,
              including but not limited to the FCC, and any required
              authorizations from any local agencies. Assume the responsibility
              for interfacing with appropriate carriers and other providers for
              the provision of Interconnect Facilities, electrical power and
              Customer-supplied equipment in accordance with the Implementation
              Schedule.

       3.3    Make all legal arrangements and pay all expenses, that may be
              required, to Site owners or to others, to construct and operate
              each Site in accordance with the provisions of this Agreement.

       3.4    Bear the costs of its own legal fees, as well as charges for Site
              acquisition, Interconnect Facilities, telephone and utility
              charges and other services and items being supplied by Customer
              under this Agreement. Provide ingress and egress to Sites, as
              requested by Motorola, and have Sites available for timely
              installation of System Equipment.


                                       11
<PAGE>   12


* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.

       3.5    Negotiate in good faith the Implementation Schedule and adhere to
              the schedule for performance of the responsibilities set forth
              therein.

       3.6    Negotiate in good faith the Punchlist for the System or System
              Expansion and Expansion Product prior to the expiration of the [*]
              period following the date of Conditional Acceptance.

       3.7    Not unreasonably withhold either Conditional or Final Acceptance
              or any other approvals required under this Agreement.

       3.8    Assume responsibility for diagnosis, analysis, isolation, and
              remedy of problems in the Interconnect Facilities or at the
              Interconnect Carrier side of the interface with the System.

       3.9    Furnish necessary databases to Motorola in accordance with the
              Implementation Schedule.

       3.10   Make payments according to the schedule set forth in Section 6 of
              this Agreement.

       3.11   As required purchase or provide the services set forth in Exhibit
              "D".

       3.12   Assume responsibility for lawful operation of the System.

       3.13   Be responsible for the timely transportation of all Equipment from
              the FOB shipment point to the sites.

       3.14   Provide and assume all associated costs for warehousing, storage,
              inventory, and staging of Equipment prior to transport to the
              installation sites.

       3.15   Use best endeavors to provide secure covered storage areas at each
              Site and unrestricted access to each Site on a 24-hour basis.

       3.16   Furnish and install suitable environmental control facilities in
              each building.

       3.17   Provide telephone company network configuration including dial
              plan and design.

       3.18   Within [*] after the execution date of any Project Order or Quoted
              Order, or at such time as may be agreed by the parties, make
              available the technical details of any and all Customer-supplied
              equipment to which the System must be interfaced. Also provide
              technical liaison personnel on a full-time basis with the
              knowledge of Customer-supplied equipment.

       3.19   Provide any outside cable support bridges required, coaxial, and
              transmission line access ports into the buildings, inside conduit
              or cable ducts, any necessary inside floor trenches and cable
              raceways required for installation.

       3.20   Provide insurance coverage for all Equipment from FOB point.


                                       12
<PAGE>   13


* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.

       3.21   In response to Motorola's reasonable request, provide Motorola
              with information as may be required to enable Motorola to comply
              with all applicable laws and regulations.

       3.22   Provide all Site development services and engineering drawings as
              set forth in Exhibit "D", in order to enable Motorola to install
              and integrate the System in accordance with the agreed upon
              schedule set forth in the Implementation Schedule.

       3.23   Provide capable technical personnel in order to be trained in the
              operation and maintenance of the System and to interface with
              Motorola with regard to operational and maintenance issues.

       3.24   Perform all other obligations set forth in this Agreement and any
              other agreement delivered in connection herewith.

       3.25   Provide forecasts in good faith for Equipment and Services,
              addressing [*], provided that such forecasts shall not constitute
              commitments to purchase Equipment and Services or to submit orders
              for Equipment and Services. These forecasts may be revised by the
              Customer at any time and for any reason.

       3.26   Provide Motorola with reasonable notice of any anticipated delay
              in Customer's performance hereunder.

4.0    OBLIGATIONS OF MOTOROLA

       Motorola shall:

       4.1    Conduct analyses to determine the required material, effort, and
              services necessary for Installation and Integration at no extra
              cost.

       4.2    Negotiate in good faith Implementation Schedules and perform
              according to such Schedules.

       4.3    Negotiate in good faith the Punchlist for the System or System
              Expansion and Expansion Product prior to the expiration of the [*]
              period following the date of each respective Conditional
              Acceptance.

       4.4    Install the MSO Equipment and adjust the System or System
              Expansion to the standards set out in Exhibits "B" and "C" and in
              compliance with Exhibit "D".

       4.5    Keep Customer advised of modifications required.


                                       13
<PAGE>   14


* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.

       4.6    Provide, at a reasonable cost to Customer, a retrofit package for
              any change in standards subsequently put into effect by the
              industry, the government, regulatory agencies, as well as those
              promulgated by Motorola.

       4.7    Continue to develop operability and reliability improvements to
              iDEN technology over time to reduce the Customer's cost of
              ownership on a per Subscriber basis and continue to develop and
              implement new feature functionalities agreed to by the parties
              throughout the term of the Agreement.

       4.8    When requested to by Customer, review the frequency plan prepared
              by Customer or Customer's consultant at no additional charge to
              Customer. Because of differences in radio coverage and
              interference models and the timeframe of implementation, this
              review will not be a complete detailed alternate engineering of
              the System design, but rather a review of selected design elements
              in sample areas. It is understood that Motorola's obligation is
              only to review the frequency plan as an accommodation to Customer.
              Motorola shall not recalculate or verify the frequency plan
              preparer's work and shall have no responsibility or liability
              whatsoever based on this review.

       4.9    Not divert to another customer any Equipment scheduled for
              delivery to Customer pursuant to an accepted Purchase Order,
              Project Order or Quoted Order without Customer's approval.

       4.10   Make spares and replacement parts available for [*] from the date
              of this Agreement. Motorola reserves the right to substitute
              equivalent products. Spare and replacement parts prices shall be
              at the then current Motorola prices.

       4.11   Install and integrate the System or System Expansion and Expansion
              Product in compliance with all applicable federal, state and local
              laws and all rules and regulations promulgated pursuant thereto
              including all FCC approvals and certifications.

       4.12   Use commercially reasonable efforts to accept Customer's orders,
              to make timely delivery and to install and integrate the System or
              System Expansion according to the Schedule set forth in the
              Implementation Schedule.

       4.13   Use commercially reasonable efforts to remedy all Punchlist items,
              defects and problems during the warranty and maintenance periods.

       4.14   In response to Customer's reasonable request, provide Customer
              with information as reasonably known to Motorola which may be
              required to enable Customer to comply with all applicable laws and
              regulations.

       4.15   Use skilled personnel, competent to perform assigned tasks.


                                       14
<PAGE>   15


* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.

       4.16   Perform all other obligations set forth in this Agreement and any
              other agreement delivered in connection herewith.

       4.17   Provide Customer with reasonable notice of any anticipated delay
              in Motorola's performance hereunder.

       4.18   Prior to shipment Motorola will obtain type approval for any
              Equipment sold herein that requires type approval in the Area.

       4.19   For any new product development Motorola shall propose special
              terms and conditions associated with the purchase of such new
              product for the parties' approval.

       4.20   All equipment sold to Customer hereunder is new and Motorola will
              provide any documents which may be reasonably requested by
              Customer evidencing this fact.

       4.21   At the time or times contemplated herein for the transfer of title
              to any equipment included in the System, Motorola shall convey to
              Customer all right in and good title to such equipment by
              appropriate title documents. Title to Software shall not be
              conveyed to Customer at any time.

       4.22   [*]

5.0    SITE CONFIGURATIONS

       This Agreement, and the prices provided in the Price Book, Project Order,
       or Quoted Order are predicated on the use of certain Site configurations
       provided by Customer. Customer is free to alter Site configurations
       during the course of performance of this Agreement. However, changes in
       site configurations may result in either increased or decreased costs for
       BSC equipment, MPS equipment and other related FNE.

6.0    PAYMENT AND PRICING

       6.1    General Payment Terms

              Customer shall pay to Motorola the price of subsystem Equipment
              and Software components and related Services, as set forth in the
              Price Book in effect at the time of such Equipment order and will
              use an appropriate Company purchase order to order all Equipment,
              Software and/or Services in United States dollars, and according
              to the following terms and payment schedules:

              6.1.1  The Price Book contains standard lead times (which are
                     updated as market conditions change) and expedite fees
                     which are incorporated by reference


                                       15
<PAGE>   16


* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.

                     herein. Motorola does not warrant that lead times can be
                     moved in. At times Motorola can move in such lead times by
                     paying Motorola's suppliers expedite fees, paying for
                     overtime or other methods. If Motorola is requested to
                     perform in such times Customer shall pay the expedite fees
                     set forth in the Price Book. The lead times set forth in
                     the Price Book will be shown for both cases where the
                     product is forecasted and when it is not forecasted.

              6.1.2  For all [*] and for all [*] purchased by Customer
                     hereunder, Motorola shall invoice [*] of the purchase price
                     upon shipment. Customer shall pay such invoices within [*]
                     of issuance.

                     For all [*] purchased by Customer hereunder other than [*,]
                     Motorola shall invoice [*] of the purchase price upon
                     shipment, [*] of the purchase price upon Conditional
                     Acceptance and [*] upon Final Acceptance. [*.] Customer
                     shall pay such invoices within [*] of issuance.

                     Motorola shall, from time to time, set open account credit
                     limits for the Customer and notify customer of such limits.

              6.1.3  Taxes, duties and fees: Exclusive of corporate and personal
                     income taxes, all taxes applicable to this transaction,
                     including but not limited to sales, lease, service rental,
                     use, property, wage, occupation, value added or similar
                     taxes, customs and import duty, and any state or local
                     government obligations shall be borne by Customer. Upon
                     Motorola's request, Customer shall produce sufficient
                     evidence within [*] of such request to prove that Customer
                     has fulfilled its obligation relating to all taxes, duties,
                     and fees. If any such taxes, duties, or fees are determined
                     by the applicable taxing authorities to be applicable to
                     this transaction and, notwithstanding Customer's
                     responsibility, Motorola is required to pay or bear the
                     burden thereof, then the prices set forth in the Price
                     Book, Project Order or Quoted Order shall be increased by
                     the amount of such taxes and any interest or penalty, and
                     Customer shall pay to Motorola the full amount of any such
                     increase no later than [*] after receipt of an invoice.
                     Motorola shall, where possible, use reasonable efforts to
                     minimize Customer's tax burden unless, in Motorola's sole
                     judgment, the effort and/or result would be to Motorola's
                     detriment.

              6.1.4  The licensing fee for Software is set forth in the Price
                     Book. Subsequent purchases of Equipment, increases to
                     capacity, SMP renewals or new features [*], as set forth in
                     the Price Book or as specifically proposed by Motorola.
                     Exhibit "N" hereto sets forth alternate IPL license fees
                     that may be elected by Customer, in whole but not in part,
                     if Customer meets the qualifications set forth therein. In
                     the event there is an Alternate


                                       16
<PAGE>   17


* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.

                     Infrastructure Manufacturer, the parties shall agree to a
                     new method of [*] or, if the parties cannot agree, revert
                     to the [*] as it appears in the Price Book. All Software
                     shall be licensed per the terms and conditions set forth in
                     Exhibit "F".

                     The software [*] offered in Exhibit "N" is valid only for
                     the purchase of [*] as a package from Motorola. If any
                     Motorola [*] hardware is purchased directly from a third
                     party source, [*] shall be charged in addition to any
                     applicable fees set forth in Exhibit "N". Motorola does not
                     accept any liability for System integration or warranty
                     obligation for such separately purchased hardware or
                     software, and if Motorola is called on any warranty claim
                     or other service request involving such hardware or
                     software, Customer [*] for such calls.

              6.1.5  Customer shall pay for any training ordered by the Customer
                     per the Price Book and other appropriate agreements.

              6.1.6  Subject to the conditions contained in 4.11 any costs
                     required to modify the System in order to comply with local
                     codes or regulations shall be Customer's responsibility.

              6.1.7  For any amount due hereunder which remains unpaid, the
                     Customer shall pay Motorola [*] of the amount due for each
                     month or portion thereof that the amount remains unpaid.

              6.1.8  For each [*] complex or the equivalent shipped during the
                     term of this Agreement, Customer shall receive, [*.] For
                     each group of [*] shipped during the term of this agreement
                     Customer shall receive [*.] Each "set" of MSO training
                     classes includes all iDEN technical training courses
                     currently available in the Exhibit "G" training catalog.

              6.1.9  All prices quoted herein assume [*]. Where the customer
                     requires the use of [*] than a price increase or decrease
                     equal to the applicable [*] will apply.

       6.2    Method of Payment

              Payment shall be made by wire/telegraphic transfer to the
              following address:

                     [*]


                                       17
<PAGE>   18


* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.

       6.3    Prices Generally

              6.3.1  [*.]

              6.3.2  [*.]

              6.3.3  [*.]

              6.3.4  [*.]

              6.3.5  [*.]

              6.3.6  [*.]

              6.3.7  [*.]

              6.3.8  [*.]

       6.4    [*.]

       6.5    [*.]

              6.6    [*.]

       6.7    Security Interest

              Customer hereby grants to Motorola a continuing security interest
              and right of possession in and to all equipment sold to Customer
              under this Agreement whether or not such goods are manufactured by
              Motorola, whether now owned or hereafter acquired by Customer,
              together with all substitutions, replacements and renewals
              thereof, and in all proceeds and products thereof, including
              without limitation, insurance proceeds, all termed collateral.
              Customer agrees to cooperate in whatever manner necessary to
              assist Motorola in perfection of the security interest upon
              request. If there is any conflict between this Paragraph and any
              other financing agreement(s) with Motorola, such financing
              Agreement(s) shall take precedence.

       6.8    For the purpose calculating quantity discounts hereunder equipment
              [*] shall be counted in the same manner as if Customer had [*]
              directly.

7.0    ADDITIONAL OUT OF SCOPE TESTS

       7.1    The parties agree that the acceptance testing shall be done for
              all new Systems and a modified ATP shall be performed for all
              System Expansions and shall be included in all relevant Purchase
              Orders, Product Orders, or Quoted Orders. The


                                       18
<PAGE>   19


* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.

              ATP tests shall be chosen from the GATP the parties have agreed to
              and set forth as Exhibit "C" and identified on the Project Order
              or Quote Order when Customer purchases ATP Services.

              This ATP is generic in nature and tests operational features.
              Should a certain feature or option not be purchased then it is
              agreed that portion of the ATP shall be deleted and will not be
              performed. Motorola shall supply new sections to cover new
              products or features Motorola develops. The GATP will be amended
              to reflect desired practices for testing Systems in Commercial
              Service. The parties acknowledge that different approaches are
              required for Systems in Commercial Service and those acceptable
              for Systems not in Commercial Service.

       7.2    Should Customer request additional testing above and beyond the
              ATP, these tests shall not be considered until after Conditional
              Acceptance of the System. Motorola shall prepare and present to
              Customer a quotation detailing the time and material charges that
              such additional testing may require on a time and material basis.
              [*.]

       7.3    Individual Site Tests and the Switch Test shall be performed in
              accordance with the ATP as soon as the individual Sites and Switch
              are completed. The System Test shall be performed as soon as the
              Switch and Site Tests are completed. If all the Sites are not
              available and operational due to Customer's failure to obtain the
              Sites by the required scheduled time as contained in the
              Implementation Schedule hereto ("Unavailable Sites"), the tests
              shall still take place.

       7.4    The Areas served by the Unavailable Sites shall not be included in
              the System Test. When the Unavailable Sites are operational and
              available, the Site Test shall be completed. The existence of
              Unavailable Sites shall not hold up the ATP or Conditional or
              Final Acceptance.

       7.5    Additional Testing Costs

              The cost of obtaining a passing test for each of the items in the
              ATP is included in the purchase price of the ATP. Any additional
              testing shall be billed to Customer as set forth in Section 7.2.
              This includes, but is not limited to, testing due to:

              a. Customer's desire for testing not included in the ATP; and

              b. Retesting that is needed because the Customer's Site team makes
                 changes to agreed schedules to such an extent Motorola needs to
                 materially extend the time period its ATP team needs to
                 complete the ATP; and

              c. RF interference from outside sources; and


                                       19
<PAGE>   20


* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.

              d. The need to respond to complaints of third parties alleging
                 Customer's System interferes with their systems, unless the
                 Equipment sold hereunder is not operating within licensed
                 parameters; and

              e. Unavailable Sites.

8.0    FNE WARRANTY AND SOFTWARE MAINTENANCE PROGRAM

       8.1    FNE Hardware Warranty

              8.1.1  FNE, is warranted to be free from defects in material and
                     workmanship at time of shipment and will be warranted [*.]
                     The [*] EBTS Equipment hardware warranty during the
                     warranty period shall be [*] for all shipments that occur
                     during the effective dates of this Agreement. All other
                     warranty charges shall be as per the Price Book. Parts will
                     [*] except as outlined herein.

              8.1.2  Customer shall be responsible for the initial level of
                     diagnosis (i.e., for identification and isolation of FNE
                     hardware problems to the board level), for hardware,
                     firmware and software removal and replacement, and for
                     sending the malfunctioning product, packed in a manner to
                     prevent damage, to the [*]. Customer shall be responsible
                     for [*]. When such products or their replacements are
                     being returned to Customer, Motorola shall bear such
                     charges.

              8.1.3  Parts and labor at the [*] to repair or replace defective
                     FNE will be [*.]

              8.1.4  In the event a defect occurs during the warranty period
                     Motorola, at its option, will either repair or replace the
                     product. Any item replaced will be deemed to be on an
                     exchange basis, and any item retained by Motorola through
                     replacement will become the property of Motorola. Repaired
                     or replaced parts shall have a warranty of the greater of
                     the remainder of this warranty period or [*.]

       8.2    This Warranty does not cover defects, damage, or malfunctions
              resulting from:

              8.2.1  Use of the products in other than their normal and
                     customary manner.

              8.2.2  Misuse, accident, neglect, environmental or Site conditions
                     not conforming to the specifications for the product as set
                     out in the current Equipment specifications, or
                     unauthorized access to source or object code or
                     manipulation of Software elements


                                       20
<PAGE>   21


* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.

              8.2.3  Unauthorized alterations or repairs, use of unapproved
                     parts in the products or the combination or interfacing of
                     the products, use of "gray market" parts or components, in
                     each case in a manner not approved by Motorola. "Gray
                     market" components or parts are those components or parts
                     purchased (a) outside the United States or (b) from
                     unauthorized sellers of such components or parts.

              8.2.4  An event of Force Majeure.

              8.2.5  Installation, integration, or movement of products from
                     their original installation Site that is not in accordance
                     with Motorola hardware configuration and datafill
                     guidelines.

              8.2.6  Failure of antennas, lines, or any part of the Interconnect
                     Facilities.

              8.2.7  Failure of Customer to maintain or provide maintenance for
                     the System pursuant to Motorola Equipment and Software
                     maintenance agreements, or other maintenance, substantially
                     in accordance with the Documentation and under the
                     supervision of one or more individuals who shall have
                     completed appropriate Motorola training.

              8.2.8  Damage which occurs during shipment of the product to
                     Motorola for warranty repair.

       8.3    Except as associated with an agreed-to assignment, this express
              warranty is extended by Motorola, Inc. to Customer only and is
              valid only in the Area.

       8.4    Software Maintenance Program (SMP)

              8.4.1  Customer commits to purchase SMP [*] and Motorola commits
                     to offer SMP at the prices set forth in Exhibit K [*]
                     therein pursuant to the proposal set forth in Exhibit "O".
                     Forward [*] shown in Exhibit K [*.] Therefore, to the
                     extent Motorola is able to [*.] The quarterly payment shall
                     be one-quarter of the calculated annual payment. SMP prices
                     for [*] are attached. The quoted prices are for the
                     services defined in Exhibit "O". The SMP Agreement shall be
                     evidenced by Customer's Purchase Order indicating which
                     sections of said proposal are agreed to by the parties. Any
                     additional services agreed to by the parties shall also
                     contain applicable pricing for such services.

              8.4.2  Motorola warrants that at the time of ATP or delivery of
                     Software, that the Software will cause the System to
                     operate as required by the ATP. Thereafter, all
                     reproducible software defects or bugs shall be corrected as
                     part of SMP.


                                       21
<PAGE>   22
Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement

              8.4.3  Motorola represents and warrants that Software supplied
                     under this Agreement does not have "Software Traps"
                     designed to permit unauthorized access, to disable or erase
                     software, hardware or data or to perform any other such
                     actions.

       8.5    Non-FNE Products

              Non-FNE products are warranted only to the extent provided to
              Motorola by the manufacturer or supplier of such product.

       8.6    Motorola warrants that each hardware, software, and firmware
              product delivered under this Agreement and listed on Exhibit "M"
              as "Year 2000 Compliant" shall be able to accurately process date
              data (including, but not limited to, calculating, comparing, and
              sequencing) from, into, and between the year 1999 and the year
              2000, including leap year calculations, when used in accordance
              with the product documentation provided by Motorola, provided that
              all listed or unlisted products (e.g., hardware, software,
              firmware) used in combination with such listed product properly
              exchange date data with it. This warranty shall extend to
              date-related defects discovered through January 1, 2001. Customer
              must notify Motorola, in writing, no later than January 1, 2001 of
              Product that does not conform to this Express Warranty. The
              remedies available for breach of this warranty shall be as defined
              in, and subject to, the terms and limitations of Sections 8.1
              through 8.5 and Section 8.7. Except as provided herein, nothing in
              this warranty statement shall be construed to limit any rights or
              remedies provided elsewhere in this Agreement with respect to
              matters other than Year 2000 performance.

       8.7    THE WARRANTIES IN THIS AGREEMENT ARE GIVEN IN LIEU OF ALL OTHER
              WARRANTIES, EXPRESS OR IMPLIED, WHICH ARE SPECIFICALLY EXCLUDED,
              INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND
              FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL MOTOROLA BE
              LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL OR
              PUNITIVE DAMAGES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW.

              MOTOROLA WARRANTS THAT FOR THE TERM OF THIS AGREEMENT THAT THE
              INDIVIDUAL FNE PRODUCTS WILL OPERATE TOGETHER AS A SYSTEM WITHIN
              GENERAL OPERATING LIMITS SPECIFIED IN EXHIBIT "B", SO LONG AS THE
              AVERAGE SUBSCRIBER USAGE CHARACTERISTICS OF THE INDIVIDUAL FNE
              PRODUCTS AT BUSY HOUR DO NOT CAUSE THE PEAK CAPACITY LIMITS OF
              INDIVIDUAL FNE PRODUCTS TO BE EXCEEDED AND ANY EQUIPMENT INSTALLED
              BY THE CUSTOMER WITHOUT MOTOROLA INTEGRATION AND GATP ASSISTANCE
              IS INSTALLED IN ACCORDANCE WITH MOTOROLA HARDWARE CONFIGURATION
              AND DATAFILL GUIDELINES; BATTERIES ARE


                                       22
<PAGE>   23


Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement

              EXCLUDED BUT CARRY THEIR OWN SEPARATE LIMITED WARRANTY FROM THEIR
              MANUFACTURER. MOTOROLA DISCLAIMS LIABILITY FOR RF COVERAGE UNDER
              THIS WARRANTY.

9.0    PRODUCT CHANGES OR SUBSTITUTIONS

              At any time during its performance of this Agreement, Motorola may
              implement changes in the products set forth in Exhibit "B", modify
              the drawings and specifications relating thereto, or substitute
              therefor products of more recent design; provided, however, that
              any such changes, modifications or substitutions, under normal and
              proper use:

                     (1)    shall not materially or adversely affect physical or
                            functional interchangeability or performance (except
                            where there is written agreement between the parties
                            that the change can be made after Customer knows the
                            effect thereof);

                     (2)    shall not detract from the safety of the product;
                            and

                     (3)    shall be FCC type-accepted, if required.

                     (4)    Motorola shall notify Customer of any change that is
                            not downward compatible.

10.0   DISCLAIMER OF PATENT LICENSE AND INTERFACE LICENSES

       10.1   Nothing contained in this Agreement shall be deemed to grant,
              either directly or by implication, any license under any patents
              or patent applications of Motorola, except that Customer shall
              have the normal non-exclusive royalty-free license to use which is
              implied, or otherwise arises by operation of law, in the sale of a
              product.

       10.2   For iDEN infrastructure Equipment, Motorola shall provide
              Interface Licenses to qualified licensees on terms to be
              negotiated.

              10.2.1 Motorola shall license on fair and equitable terms, to
                     qualified applicants who commit to promote iDEN, the
                     essential patents needed to implement in the United States
                     and Canada the interfaces listed in 10.2.3 below
                     ("Interface Licenses").

              10.2.2 Interface specifications shall include, but not be limited
                     to, written documentation, drawings, figures and plans
                     necessary to convey the information which will fully
                     delineate the requirements for iDEN interoperability.
                     Specifications will be provided from time to time in the
                     same level of details as could be expected in standards
                     documentation


                                       23
<PAGE>   24


* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.

                     such as [*] although the parties acknowledge that initially
                     such documents will not be up to such level. Motorola
                     technical support personnel shall be available on
                     reasonable request to provide timely answers to licensees
                     regarding the specifications.

              10.2.3 THE BELOW INTERFACES HAVE BEEN FULLY DOCUMENTED AND ARE
                     AVAILABLE FOR LICENSING BY MOTOROLA: [*]

              10.2.4 Motorola will, if there is bona fide interest to
                     manufacture from a reputable manufacturer with a commitment
                     on going forward or some other indication it will proceed,
                     write the [*] and make it available on terms similar to the
                     above interfaces for licensing.

              10.2.5 Motorola shall provide to Customer a copy of the
                     documentation provided to Interface Licensees for
                     Customer's internal use only and subject to confidentiality
                     restrictions and other appropriate restrictions to protect
                     Motorola's intellectual property rights.

              10.2.6 Infrastructure licensee(s) shall have the ability to
                     procure from Motorola, on reasonable commercial terms,
                     components (such as unique proprietary integrated circuits,
                     etc), subassemblies (including component boards), complete
                     assemblies, and software needed to produce iDEN product.

11.0   INTELLECTUAL PROPERTY INDEMNITY

              11.1   Motorola shall defend Customer against a claim that
                     Motorola-manufactured products or latest unmodified release
                     of Software supplied hereunder infringe a U.S. patent or
                     U.S. copyright, provided that (i) Customer promptly
                     notifies Motorola in writing of the claim, (ii) Motorola
                     has sole control of the defense and all related settlement
                     negotiations, and (iii) Customer gives Motorola information
                     and assistance for the defense of all at Motorola's expense
                     provided, however, that Customer's failure to provide such
                     notice shall not relieve Motorola of liability under this
                     Section 14 except to the extent Motorola was prejudiced
                     thereby. Subject to the conditions and limitations of
                     liability stated in this Agreement, Motorola shall
                     indemnify and hold Customer harmless from all payments
                     which by final judgments in such suits may be assessed
                     against Customer on account of such infringement and shall
                     pay resulting settlements, costs and damages finally
                     awarded against Customer by a court of law.

              11.2   Customer agrees that if Motorola-manufactured products or
                     Software become, or in Motorola's opinion are likely to
                     become, the subject of such a claim, Customer will permit
                     Motorola, at its option and expense, either to procure the
                     right for Customer to continue using such products or


                                       24
<PAGE>   25


Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement

                     Software or to replace or modify same so that they become
                     non-infringing without affecting the function and
                     capability, and if neither of the foregoing alternatives is
                     available on terms which are reasonable in Motorola's
                     judgment, Customer can return Motorola-manufactured
                     products and/or Software for full credit on the entire
                     unusable portion thereof.

              11.3   Motorola has no liability for any claim of patent or
                     copyright infringement to the extent based upon adherence
                     to specifications, designs or instructions furnished by
                     Customer, nor for any claim based upon the combination,
                     operation or use of any Motorola-manufactured products or
                     Software supplied hereunder with products, software or data
                     not supplied by Motorola, nor for any claim to the extent
                     based upon alteration of the products or modification of
                     any software supplied by entities other than Motorola.

12.0   CONFIDENTIALITY

              12.1   From time to time during the performance of this Agreement,
                     the parties may deem it necessary to provide each other
                     with Confidential Information. The parties agree:

                     12.1.1 To maintain the confidentiality of such Confidential
                            Information and not disclose same to any third
                            party, except as authorized by the original
                            disclosing party in writing, or in connection with a
                            public or private debt or equity offering of
                            securities, or as required by law or a court or as
                            required for compliance with the federal securities
                            laws, provided no documents shall be given to the
                            Securities and Exchange Commission ("SEC") until
                            Motorola has had an opportunity to review them. Any
                            such information that Motorola believes is
                            confidential Customer will use its best efforts to
                            get confidential treatment from the SEC. Such
                            Confidential Information also includes oral and
                            visual Confidential Information.

                     12.1.2 To restrict disclosure of Confidential Information
                            to employees and technical, legal and financial
                            consultants who have a "need to know". Such
                            Confidential Information shall be handled with the
                            same degree of care which the receiving party
                            applies to its own confidential information but in
                            no event less than reasonable care.

                     12.1.3 To take precautions necessary and appropriate to
                            guard the confidentiality of Confidential
                            Information, including informing its employees and
                            consultants who handle such Confidential Information
                            that it is confidential and not to be disclosed to
                            others and as to all technical consultants obtain a
                            signed non-disclosure agreement consistent
                            therewith.


                                       25
<PAGE>   26


Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.

                     12.1.4 That Confidential Information is and shall at all
                            times remain the property of the disclosing party.
                            No use of any Confidential Information is permitted
                            except as otherwise provided herein and no grant
                            under any proprietary rights is hereby given or
                            intended, including any license implied or
                            otherwise.

                     12.1.5 To use such Confidential Information only as
                            required in performance of this Agreement.

              12.2   Except as may be required by applicable law, neither party
                     shall disclose to any third party the contents of this
                     Agreement, the Exhibits or any amendments hereto or thereto
                     for a period of [*] years from the date of execution
                     hereof without the prior written consent of the other
                     except as provided for in Section 12.1.1.

13.0   TRADEMARK AND PUBLICITY

       Nothing contained in this Agreement shall be construed as conferring any
       right to use any name, trademark or other designation of either party
       hereto, including any contraction, abbreviation, or simulation of any of
       the foregoing, in advertising, publicity or marketing activities. No
       publicity, advertising, etc. with regard to this Agreement or the System
       which mentions the other party shall be released without prior written
       consent of the other party.

14.0   SHIPMENT, DELIVERY AND PACKING

       14.1   Motorola may ship products at any time during the "Time Frame"
              (the interval between the shipment/implementation date and the
              completion date for a particular activity as set forth in the
              Implementation Schedule) and may invoice Customer upon shipment as
              provided in Section 6 of this Agreement. No shipment of products
              during said Time Frame shall be considered early for purposes of
              invoicing.

       14.2   Customer shall select the carrier and notify Motorola in writing
              or instruct Motorola to use the best available carrier or any
              carrier as previously used by Customer, unless Customer notifies
              Motorola not to use such carrier.

       14.3   Motorola shall use all reasonable efforts to ship products
              directly to the Site or Customer designated warehouse.

       14.4   In the event that the Site or Customer designated warehouse is not
              available to receive Equipment because Customer has not met its
              obligations hereunder to receive the products when shipped,
              Motorola, at its option, may ship said products to a warehouse in
              or near the area as designated by Customer, and Customer shall


                                       26
<PAGE>   27


Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement

              bear the costs of warehousing, reloading, transporting,
              off-loading and moving the products onto the Site when such Site
              becomes available.

       14.5   Shipping documentation shall be developed to the mutual
              satisfaction of the parties. Shipping terms are FOB manufacturing
              site or Motorola facility. The manufacturing site may be other
              than a USA facility.

       14.6   Motorola shall have the Equipment securely packed so as to
              withstand numerous handlings and loading as appropriate for
              inland, sea and/or air transportation. Motorola shall take
              reasonable protective measures to protect Equipment from weather
              and shock, considering the different shapes and special features
              of the Equipment.

15.0   TITLE, INDEMNITY, INSURANCE

       15.1   Good title, free and clear of all liens or other encumbrances to
              the FNE and other Motorola provided products supplied hereunder
              and risk of loss for all such products shall pass to Customer upon
              delivery FOB point of shipment.

       15.2   The above notwithstanding, title to Software and underlying
              intellectual property rights (i.e., patents, copyrights,
              proprietary and confidential information, and know-how) belonging
              to Motorola or any other third party shall remain with Motorola or
              such third party. This Agreement only grants a right to use such
              Software.

       15.3   All Equipment sold to Customer hereunder is new and Motorola will
              provide any documents which may be reasonably requested by
              Customer evidencing this fact.

       15.4   DURING THE TERM OF THIS AGREEMENT THE PARTIES SHALL INDEMNIFY AND
              HOLD HARMLESS EACH OTHER TOGETHER WITH THEIR DIRECTORS, OFFICERS,
              AGENTS, EMPLOYEES, AFFILIATES AND SUBSIDIARIES FROM ANY AND ALL
              LOSS, DAMAGE, EXPENSE, JUDGMENT, LIEN, SUIT, CAUSE OF ACTION,
              DEMAND OR LIABILITY (COLLECTIVELY, "LOSS") FOR PERSONAL INJURY
              (INCLUDING DEATH) AND TANGIBLE PROPERTY DAMAGE WHICH MAY BE
              IMPOSED ON OR INCURRED BY ONE PARTY ARISING DIRECTLY OUT OF THE
              INTENTIONAL MISCONDUCT OR NEGLIGENT ACTS OR OMISSIONS OF THE
              OTHER, ITS AGENTS, SUBCONTRACTORS, OR EMPLOYEES DURING THE
              PERFORMANCE OF ANY WORK HEREUNDER. THE INDEMNIFYING PARTY SHALL,
              AT ITS SOLE EXPENSE, DEFEND ANY SUIT BASED UPON A CLAIM OR CAUSE
              OF ACTION WITHIN THE FOREGOING INDEMNITY PROVISION AND SATISFY ANY
              JUDGMENT THAT MAY BE RENDERED AGAINST THE OTHER RESULTING
              THEREFROM, PROVIDED THAT THE INDEMNIFYING PARTY SHALL BE GIVEN (I)
              PROMPT NOTICE OF ANY


                                       27
<PAGE>   28


Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement

              SUCH CLAIM OR SUIT; AND (II) FULL OPPORTUNITY TO DEFEND SUCH CLAIM
              OR SUIT; PROVIDED, HOWEVER, THAT FAILURE TO PROVIDE SUCH NOTICE
              SHALL NOT RELIEVE THE INDEMNIFYING PARTY OF LIABILITY UNDER THIS
              SECTION EXCEPT TO THE EXTENT THE INDEMNIFYING PARTY WAS PREJUDICED
              THEREBY. THE INDEMNIFIED PARTY MAY, AT ITS ELECTION, PARTICIPATE
              IN THE DEFENSE OF ANY SUIT, AND SHALL COOPERATE FULLY IN DEFENDING
              ANY CLAIM OR SUITS. THE INDEMNIFYING PARTY SHALL PAY ALL COSTS,
              EXPENSES, AND REASONABLE ATTORNEY'S FEES INCURRED BY THE
              INDEMNIFIED PARTY IN CONNECTION WITH ANY SUCH SUIT OR IN ENFORCING
              THIS INDEMNITY PROVISION, PROVIDED A VALID CLAIM IS PRESENTED.

              WITHOUT LIMITING THE FOREGOING PARAGRAPH, EACH PARTY SHALL
              INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY, ITS DIRECTORS,
              OFFICERS, AGENTS, EMPLOYEES, AFFILIATES AND SUBSIDIARIES FROM ANY
              AND ALL LOSS, AS DEFINED IN THAT PARAGRAPH, WHICH IS BASED UPON OR
              ALLEGED TO ARISE FROM, ANY STATEMENT, REPRESENTATION, INFORMATION
              OR OTHER COMMUNICATION MADE BY THE PARTY, ITS OFFICERS, EMPLOYEES,
              UNDERWRITERS, OR AGENTS TO OFFEREES, PURCHASERS OR POTENTIAL
              CUSTOMERS OF CUSTOMER STOCK OR OTHER SECURITIES, INCLUDING BUT NOT
              LIMITED TO ANY STATEMENT, REPRESENTATION, INFORMATION OR OTHER
              COMMUNICATION CONCERNING THIS AGREEMENT, THE IDEN SYSTEM,
              SPECIALIZED MOBILE RADIO SYSTEMS OR TECHNOLOGY IN GENERAL AND
              INCLUDING BUT NOT LIMITED TO ANY LOSS ARISING UNDER APPLICABLE
              SECURITIES LAWS.

       15.5   Customer and Motorola each shall be named as additional insured
              under the other's comprehensive general liability policy for
              claims arising out of work performed hereunder (which includes but
              is not limited to product and public liability, property and all
              risk insurance).

16.0   FORCE MAJEURE - EXCUSABLE DELAY

       16.1   Neither party shall be liable for delays in delivery or
              performance, or for failure to manufacture, deliver or perform
              when caused by any of the following which are beyond the
              reasonable control of the delayed party:

              16.1.1 Acts of God, acts of the public enemy, acts or failures to
                     act by the other party, acts of civil or military
                     authority, governmental priorities and regulatory actions,
                     strikes or other labor disturbances, hurricanes,
                     earthquakes, fires, floods, epidemics, embargoes, war,
                     riots, delays in transportation, and loss or damage to
                     goods in transit, or;


                                       28
<PAGE>   29


* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.

              16.1.2 Inability on account of causes beyond the reasonable
                     control of the delayed party or its suppliers to obtain
                     necessary products, components, services, or facilities.

       16.2   In the event of any such delay, the date of delivery or
              performance shall be extended for a period equal to the period of
              time lost by reason of the delay. If any such delay lasts for more
              than one hundred eighty (180) days, the parties shall consult with
              one another for the purpose of agreeing upon the basis on which
              the delayed party shall resume work at the end of the delay. If no
              reasonable solution to the delay is available, then either party
              may, by written notice, cancel that portion of the Agreement which
              is delayed, and adjust the Agreement price appropriately.

17.0   TERMINATION

       17.1   Either party may terminate this Agreement without liability by the
              giving of notice, in accordance with Section 23, if (i) the other
              makes a general assignment for the benefit of creditors or goes
              into compulsory or voluntary liquidation, (ii) 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 (iii) the other shall commit any
              material breach of its obligations hereunder.

              In the case of any material breach, neither party shall terminate
              this Agreement unless and until the other shall have failed to
              cure such breach within [*] after it shall have been served with a
              notice, in accordance with Section 23, (i) stating the nature of
              the breach, (ii) requiring that the breach be cured, and (iii)
              stating its intention to terminate the Agreement if compliance
              with the notice is not met.

       17.2   The termination of this Agreement shall not affect or prejudice
              any provisions of this Agreement which are expressly or by
              implication provided to continue in effect after such termination.

       17.3   If this Agreement is terminated, Motorola shall have the right to
              determine whether any unfilled Purchase Orders, Project Orders or
              Quoted Orders in existence at the time of such termination shall
              be completed under the terms of this Agreement or cancelled.

18.0   LIMITATION OF LIABILITY

       NEITHER PARTY, WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT
       (INCLUDING WITHOUT LIMITATION NEGLIGENCE), PATENT INFRINGEMENT, COPYRIGHT
       INFRINGEMENT, OR OTHERWISE, SHALL HAVE ANY LIABILITY FOR INCIDENTAL OR
       CONSEQUENTIAL


                                       29
<PAGE>   30


* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.

       DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR REVENUES, LOSS
       OF USE OF THE PRODUCTS OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST
       OF SUBSTITUTE PRODUCTS, (EXCEPT REPLACEMENT PRODUCTS UNDER SECTIONS 9 AND
       13), FACILITIES OR SERVICE, OR DOWNTIME COSTS OR CLAIMS OF THIRD PARTIES
       TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW.

19.0   ASSIGNMENT - RESALE OF EQUIPMENT

       19.1   [*.] Resale of Equipment and assignment of software to any
              Affiliate shall not require any consent or approval of Motorola.
              Any sale-leaseback of equipment by the Customer [*] to provide
              appropriate waivers.

       19.2   [*.] Services outside the United States may be higher, and
              Equipment may require upgrades at an additional charge to comply
              with foreign laws.

       19.3   The Agreement shall accrue to the benefit of and be binding upon
              the parties hereto and any successor entity into which either
              party shall have been merged or consolidated or to which either
              party shall have sold or transferred all or substantially all its
              assets. Specifically, Motorola may assign this Agreement, provided
              that Motorola, Inc. shall remain liable for performance hereunder.
              This Agreement shall not be otherwise assigned by either party
              without the prior written consent of the other party. In
              conjunction with any agreed to assignment of this Agreement,
              Motorola agrees to license the assignee pursuant to the terms set
              forth in Exhibit "F". A reasonable new Software License Fee may be
              required of any successive owner of iDEN infrastructure Equipment.

       19.4   Notwithstanding anything to contrary elsewhere in this Agreement,
              Customer may pledge, mortgage or otherwise assign all or any
              portion of this Agreement or any orders hereunder (or any
              combination thereof) to one or more providers of debt or equity
              financing (provided any such intended assignee is not a person or
              entity listed on the United States Department of Commerce Denied
              Parties List or to a person or entity residing in a country to
              which export of the iDEN Equipment is prohibited under United
              States law) upon terms and conditions satisfactory to Customer,
              provided that (i) Customer will remain liable for all obligations
              arising out of this Agreement, (ii) the assignee agrees in writing
              that the terms and conditions of this Agreement shall apply to and
              be binding upon the assignee to the same extent as Customer, to
              the extent that the assignee is exercising any right under this
              Agreement, (iii) in addition to any rights conferred on the
              assignee, and Customer shall be treated as having placed the order
              and paid for purchases for purposes of all rights and benefits
              available to Customer under this Agreement.


                                       30
<PAGE>   31


* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.

       19.5   Motorola retains the right to subcontract, in whole or in part,
              any effort required to fulfill its obligations under this
              Agreement, provided Motorola shall remain liable for performance
              hereunder.

       19.6   [*.]

       20.0   SWITCH IN TECHNOLOGY

              20.1   If Customer determines that iDEN technology is no longer
                     suited to its needs in part or in whole and consequently
                     commercially viable to provide reliable digital dispatch,
                     short message service, voice interconnect, circuit switched
                     data and packet data services, Customer shall give notice
                     of such determination to Motorola describing, with
                     reasonable specificity any technology failure(s) and/or the
                     reasons for Customer's determination at least six (6)
                     months in advance of any public announcement or formal
                     contract to purchase alternate technology ("Alternate
                     Technology").

              20.2   In the case of a switch to an Alternate Technology that
                     Motorola manufactures or elects to manufacture, Customer
                     shall give Motorola the opportunity to supply Fifty Percent
                     (50%) of Customer's needs of the Alternate Technology for
                     infrastructure equipment of the Alternate Technology for a
                     period of three (3) years following a public announcement
                     to change the technology.

              20.3   If Customer makes a switch to Alternate Technology and
                     Customer fails to maintain operational iDEN infrastructure
                     equipment at the majority of its commercial cell sites
                     deployed at the date such switch is first publicly
                     announced, all financing outstanding by Motorola or its
                     affiliates to Customer and its wholly owned or controlled
                     subsidiaries shall become immediately due and payable upon
                     written notice by Motorola to Customer.

              20.4   If there is a Switch in Technology, the provisions of
                     Section 7.17 of the Agreement and Plan of Contribution and
                     Merger among Nextel Communications, Inc., Motorola, Inc.,
                     ESMR, Inc., and ESMR SUB, Inc. dated August 4, 1994 shall
                     apply and shall not in any manner be superceded by this
                     Agreement.

21.0   GOVERNING LAW

       The validity, performance, and all matters relating to the effect of this
       Agreement and any amendment hereto shall be governed by the laws of state
       of Illinois without regard to its conflicts of laws provisions.


                                       31
<PAGE>   32


* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.

22.0   ORDER OF PRECEDENCE

       In the event of an inconsistency in this Agreement, the inconsistency
       shall be resolved by giving precedence in the following order:

       22.1   This Agreement and duly executed amendments thereto, with the
              latest amendment precedence over earlier amendments;

       22.2   The Price Book, as may be amended from time to time by Motorola;

       22.3   Purchase Orders and duly executed Change Orders thereto, with the
              latest Change Order taking precedence over earlier Change Orders;

       22.4   Project Orders and duly executed Change Orders thereto, with the
              latest Change Order taking precedence over earlier Change Orders;

       22.5   Quoted Orders and duly executed Change Orders thereto, with the
              latest Change Order taking precedence over earlier Change Orders;

       22.6   Exhibit "F" and all duly executed Amendments to Exhibit "F";

       22.7   All other Exhibits in alphabetical order and all duly executed
              Amendments or Change Orders to said Exhibits.

       Purchase Orders will be used only to identify the quantity and location
       for Equipment, Software or Services ordered. No other terms and
       conditions on such Purchase Orders shall apply, and the terms and
       conditions herein shall control.

23.0   NOTICE

       23.1   Notices required to be given by one party to another shall be
              deemed properly given if reduced to writing and personally
              delivered or transmitted by recognized express mail, by registered
              or certified post to the address below, postage prepaid, or by
              facsimile with a confirmation of transmission printed by sender's
              facsimile machine, and shall be effective upon receipt.

              23.1.1 Motorola shall send notices as follows:

                     Nextel Communications, Inc.
                     1505 Farm Credit Drive
                     McLean, VA 22102
                     Attention: Chief Technology Officer
                     [*]

                     With a copy to the attention of Customer's General Counsel.


                                       32
<PAGE>   33


* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.

              23.1.2 Customer shall send notices as follows:

                     Motorola, Inc.
                     iDEN Infrastructure Division
                     1301 East Algonquin Road
                     Schaumburg, Illinois USA 60196
                     Attention: General Manager
                     [*]

                     With a copy to:

                     Motorola, Inc.
                     iDEN Infrastructure Division
                     1301 East Algonquin Road
                     Schaumburg, Illinois 60196
                     Attention: Director, Contracts and Licensing  [*]

       23.2   Either party may change the addresses for giving notice from time
              to time by written instructions to the other of such change of
              address.

24.0   SURVIVAL OF PROVISIONS

       The parties agree that where the context of any provision indicates an
       intent that it shall survive the term of this Agreement then it shall
       survive.

25.0   COVENANT NOT TO SOLICIT EMPLOYMENT

       The parties hereto agree that during the period of time beginning with
       the execution of this Agreement and ending with the termination of this
       Agreement, neither party shall solicit any employee of the other involved
       in providing engineering, installation, integration, maintenance, and/or
       warranty service or to encourage such employee to work for the other. If,
       at any time, this provision is found to be overly broad under the laws of
       an applicable jurisdiction, this provision shall be modified as necessary
       to conform to such laws rather than be stricken herefrom.

26.0   GENERAL

       Failure or delay on the part of Motorola or Customer to exercise any
       right, power, or privilege hereunder shall not operate as a waiver. If
       any provision of this Agreement is contrary to, prohibited by or held
       invalid by any law, rule, order, or regulation of any government or by
       the final determination of any state or federal court, such invalidity
       shall not affect the enforceability of any other provisions not held to
       be invalid. Section and paragraph headings used in this Agreement are for
       convenience only and are not to be used to construe the provisions of
       this Agreement.


                                       33
<PAGE>   34


* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.

27.0   AUTHORITY

       Each party hereto represents and warrants that:

       27.1   It has obtained all necessary approvals, consents and
              authorizations of third parties and governmental authorities to
              enter into this Agreement and has obtained or will obtain all
              necessary approvals, consents and authorizations of third parties
              and governmental authorities to perform and carry out its
              obligations hereunder;

       27.2   The persons executing this Agreement on its behalf have express
              authority to do so, and, in so doing, to bind the party thereto;

       27.3   The execution, delivery, and performance of this Agreement does
              not violate any provision of any bylaw, charter, regulation, or
              any other governing authority of the party; and;

       27.4   The execution, delivery, and performance of this Agreement has
              been duly authorized by all necessary partnership or corporate
              action and this Agreement is a valid and binding obligation of
              such party, enforceable in accordance with its terms.

28.0   TERM

       The term of this Agreement shall be from January 1, 1999 until [*] unless
       an Exhibit provides otherwise.

29.0   RE-EXPORTATION OF TECHNICAL DATA OR PRODUCTS

       Customer understands that all equipment, proprietary data, know-how,
       software, or other data or information obtained by Customer from Motorola
       is considered to be United States technology and is licensed for export
       and re-export by the United States Government. Customer therefore agrees
       that it will not, without the prior written consent of Motorola and the
       Office of Export Control, United States Department of Commerce,
       Washington, DC 20230, USA, knowingly export, re-export, or cause to be
       exported or re-exported, either directly or indirectly, any such
       equipment, proprietary data, know-how, software, or other data or
       information, or any direct or indirect product thereof, to any
       destination prohibited or restricted under United States law. Customer
       understands that the list of prohibited or restricted destinations may be
       amended from time to time by the United States Department of Commerce and
       that all such amendments shall be applicable to this Agreement.

30.0   DISPUTES AND DISPUTE RESOLUTION

       Motorola and Customer will attempt to settle any claim or controversy
       arising out of this Agreement through consultation and negotiation in
       good faith and a spirit of mutual


                                       34
<PAGE>   35


Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement

       cooperation. If those attempts fail, then, except for disputes related to
       alleged patent, copyright, or trademark infringement, the dispute will be
       mediated by a mutually acceptable mediator to be chosen by Motorola and
       Customer within thirty (30) days after written notice by the other
       demanding mediation. Neither party may unreasonably withhold consent to
       the selection of a mediator, and Motorola and Customer will share the
       costs of the mediation equally. Venue for mediation shall be the United
       States of America. By mutual agreement, however, the parties may postpone
       mediation until they have each completed some specified but limited
       discovery about the dispute. The parties may also agree to replace
       mediation with some other form of alternative dispute resolution (ADR),
       such as neutral fact-finding or a mini-trial.

       Any dispute which the parties cannot resolve through negotiation,
       mediation, or other form of ADR within four (4) months of the date of the
       initial demand for it may then be submitted to the Federal District Court
       of Delaware for resolution. The use of any ADR procedures will not be
       construed under the doctrines of latches, waiver, or estoppel to affect
       adversely the rights of either party. And nothing in this section will
       prevent either party from resorting to judicial proceedings if (a) good
       faith efforts to resolve the dispute under these procedures have been
       unsuccessful or (b) interim relief from a court is necessary to prevent
       serious and irreparable injury to one party or to others.

31.0   LANGUAGE

       The definitive text of this Agreement and its Exhibits shall be in
       English and all communications between the parties in the course of the
       present Agreement shall be made in English.

32.0   GOVERNMENT CONTRACTS

       In the event that Customer elects to provide goods or services to a
       Governmental Entity (defined herein), Customer does so solely at its
       option and risk and agrees not to obligate Motorola as a subcontractor or
       otherwise to such Governmental Entity. Customer remains solely and
       exclusively responsible for compliance with all statutes, regulations,
       and provisions governing sales to such entity. Motorola makes no
       representations, certifications, or warranties whatsoever with respect to
       the ability of its goods, services, or prices to satisfy any statues,
       regulations, or provisions governing sales of goods or services to such
       Governmental Entity. The term "Governmental Entity" as used above
       includes any United States federal, state, or local government, agency,
       or instrumentality as well as any non-United States government, agency,
       or instrumentality.

33.0   SEVERABILITY

       In the event that any one or more of the provisions contained in the
       Agreement or in any of the Exhibits hereto should be determined to be
       invalid, illegal, or unenforceable in any respect, the validity,
       legality, and enforceability of the remaining provisions shall not in any
       way be affected or impaired. The parties shall endeavor in good faith to
       replace any


                                       35
<PAGE>   36


Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement

       invalid, illegal, or unenforceable provision with a valid provision, the
       economic effect of which comes as close as possible to that of the
       invalid, illegal, or unenforceable provision.

34.0   ENTIRE AGREEMENT

       This Agreement and the Exhibits hereto constitute the entire
       understanding between the parties concerning the subject matter hereof
       and supersede all prior discussions, agreements, and representations,
       whether oral or written, and whether or not executed by Motorola and
       Customer. The subject matter of this Agreement is iDEN Infrastructure
       Equipment purchases. Documents or agreements relating to Motorola's
       equity in Customer, Customer's purchases of Subscriber Equipment or
       Motorola financing agreements are not superseded by this Agreement. The
       Equipment and Services purchased on or before December 31, 1998 under the
       terms and conditions of the parties' Enhanced Specialized Mobile Radio
       System Equipment Purchase Agreement dated as of November 4, 1991 as
       heretofore amended shall be governed by such agreement. The terms and
       conditions for use of all Software, whenever purchased, shall be as set
       forth in this Agreement. All Equipment, Software and Services purchased
       after January 1, 1999 shall be governed by the terms and conditions of
       this Agreement.

       No modification, Amendment, Change Order, or other change may be made to
       this Agreement or any Exhibit unless reduced to writing and executed by
       authorized representatives of both parties.

       The terms and conditions of this Agreement shall prevail notwithstanding
       any variance with the terms and conditions of any order submitted by
       Customer following execution of this Agreement. In no event shall the
       preprinted terms and conditions found on any Customer purchase order,
       acknowledgment, a Change Order, or other form be considered an Amendment,
       or modification of this Agreement, even if such documents are signed by
       representatives of both parties. Such preprinted terms and conditions
       shall be null and void and of no force and effect.

35.0   COUNTERPARTS

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

36.0   COMMENCEMENT OF WORK

       Motorola's obligations to commence work hereunder shall begin upon the
       date which Purchase Orders are acknowledged by Motorola or Project Orders
       or Quoted Orders are signed and delivered to both parties. All time
       periods for completion of Motorola's obligations shall commence on such
       date.


                                       36
<PAGE>   37


Confidential: Use or disclosure of this document is subject to the restriction
on the Confidentiality Statement

THIS AGREEMENT IS EFFECTIVE AS OF THE 1ST DAY OF JANUARY, 1999 ("EFFECTIVE
DATE").

<TABLE>
<S>                                                <C>
MOTOROLA, INC.                                     NEXTEL COMMUNICATIONS, INC.

By:                                                By:
       ------------------------------------               ------------------------------------
         (Authorized Signatory)                             (Authorized Signatory)

Name                                               Name
       ------------------------------------               ------------------------------------

Title:                                             Title:
       ------------------------------------               ------------------------------------
</TABLE>






                                       37
<PAGE>   38


* Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.

                                  EXHIBIT LIST

EXHIBIT "A" PROJECT ORDER FORM

EXHIBIT "B" TECHNICAL OVERVIEW: NOTES ON THE iDEN SYSTEM [*.]

EXHIBIT "C" SYSTEM PERFORMANCE CRITERIA AND ACCEPTANCE TEST PLAN

EXHIBIT "D" IMPLEMENTATION ENGINEERING, SITE PREPARATION, INSTALLATION AND
INTEGRATION

EXHIBIT "E" SYSTEM MAINTENANCE

EXHIBIT "F" OBJECT-CODE COMPUTER PROGRAM LICENSE

EXHIBIT "G" TRAINING

EXHIBIT "H" DOCUMENTATION

EXHIBIT "I" ANNUAL VOLUME REBATE

EXHIBIT "J" DNUP MULTIPLIER RANGES AND NEXTEL DNUP MULTIPLIER

EXHIBIT "K" SMP PRO FORMA ANALYSIS

EXHIBIT "L" PRICE BOOK, [*]

EXHIBIT "M" LISTING OF "YEAR 2000 COMPLIANT" PRODUCTS

EXHIBIT "N" IPL FEES PER SUBSCRIBER

EXHIBIT "O" SMP PROPOSAL



                                       38