EQUIPMENT LEASE AGREEMENT



     THIS EQUIPMENT LEASE AGREEMENT ("Lease Agreement") dated as of

June 30, 2005 is made by and between Clearwire Corporation, a Delaware

corporation, with a principal place of business at 5808 Lake Washington Blvd NE,

Suite 300, Kirkland, WA 98033 ("Lessor"), and 6311458 Canada Ltd., a Canadian

federal corporation, with a principal place of business at 6th Floor, 177

Lombard Avenue, Winnipeg, MB R3B 0W5 ("Lessee").



                                  INTRODUCTION



     WHEREAS, the Lessee has agreed to issue shares to the Lessor representing

fifteen percent (15%) of its total outstanding shares of capital stock (the

"Shares") in partial consideration for the Lessor using commercially reasonable

efforts to arrange for the execution of a roaming agreement as provided in the

Agreement Regarding Roaming between the Lessee and the Lessor, dated as of the

date of this Agreement;



     AND WHEREAS, the Lessor has agreed, in partial consideration for the issue

of the Shares, to enter into this Lease Agreement;



     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set

forth, the Lessor and Lessee agree as follows:



                          TERMS AND CONDITIONS OF LEASE



     1. Lease Agreement.



          (a) Lessor hereby leases to Lessee, and Lessee hereby leases from

Lessor, the Equipment, subject to and upon the terms set forth herein. Each

Equipment Order shall constitute a separate and enforceable lease incorporating

all the terms of this Lease Agreement as if such terms were set forth in full in

such Equipment Order. In the event that any term of any Equipment Order

conflicts with or is inconsistent with any term of this Lease Agreement, the

terms of this Lease Agreement shall govern.



          (b) The Equipment subject to this Lease Agreement shall have a maximum

aggregate value of up to US$5,000,000, subject to adjustment under this Section

1(b). The maximum aggregate value of the Equipment that may be leased by Lessee

under this Lease Agreement shall be reduced, dollar for dollar, by (a) the

amount of all interest that accrues and is unpaid, from time to time, on the

loan made by Fixed Wireless Holdings, LLC to Craig Wireless Nevada Inc. ("CWN")

pursuant to a Loan Agreement dated September 30, 2004, unless such interest is

otherwise paid in cash and/or (b) upon the election of any Purchaser Indemnified

Party (as defined in the Stock Purchase Agreement), the amount payable by CWN

(or its successor) and/or any Related Parties (as defined in the Stock Purchase

Agreement) to such Purchaser Indemnified Party under Article 9 of the Stock

Purchase Agreement unless such amount is otherwise paid in cash. For example, if

accrued interest on such loan equals $100,000, then the maximum aggregate value

of Equipment that may be leased under this Lease Agreement shall be reduced by

such amount, and if CWN is required to pay a Purchaser Indemnified Party

$100,000 under Article 9 of the Stock Purchase Agreement, the Purchaser

Indemnified Party may elect to reduce the maximum aggregate value of Equipment

that may be leased under this Lease Agreement by such amount. The value of the

Equipment shall be determined in good faith by





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Lessor, based on the list prices at which such Equipment is sold to similarly

situated purchasers of such Equipment by NextNet.



          (c) The Equipment leased under this Lease Agreement will be delivered

from time to time as it is needed by Lessee for deployment in Manitoba for the

MCS spectrum licenses held by Lessee. Lessee shall, upon request, provide Lessor

with a rolling forecast, on a month by month basis, of Lessee's anticipated

Equipment requirements. In any event, Lessor shall not be required to deliver

any Equipment under this Lease Agreement without at least 180 days prior written

notice to Lessor, listing specific equipment requirements and specific

quantities (each, an "Equipment Order").



          (d) Lessee shall not use, or permit the use, of the Equipment anywhere

other than in Manitoba, in markets in which Lessee holds MCS spectrum licenses,

provided, however, that if Lessee is sold, or if all or substantially all of

Lessee's assets are sold, the Equipment may be used outside of North America,

provided that such use complies with applicable law (such permitted locations

for use of the Equipment by Lessee, the "Permitted Territory").



     2. Limited Warranty; Disclaimer of Warranties.



          (a) Upon the delivery of the Equipment to Lessee, Lessor shall assign

the limited warranty on the Equipment described on Exhibit A attached hereto

from Supplier to Lessee. Such assignment by Lessor shall be without recourse.

SUCH WARRANTY SHALL NOT RELEASE LESSEE FROM ITS OBLIGATION TO PERFORM ALL

OBLIGATIONS HEREUNDER AND TO KEEP, MAINTAIN AND SURRENDER THE EQUIPMENT IN THE

CONDITION REQUIRED BY SECTIONS 12 AND 13 HEREOF.



          (b) LESSOR MAKES NO (AND SHALL NOT BE DEEMED TO HAVE MADE ANY)

WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT

LIMITATION, THE DESIGN, OPERATION OR CONDITION OF, OR THE QUALITY OF THE

MATERIAL, EQUIPMENT OR WORKMANSHIP IN, THE EQUIPMENT, ITS MERCHANTABILITY OR ITS

FITNESS FOR ANY PARTICULAR PURPOSE, THE STATE OF TITLE THERETO OR OF ANY

COMPONENT THEREOF, THE ABSENCE OF LATENT OR OTHER DEFECTS (WHETHER OR NOT

DISCOVERABLE), AND LESSOR HEREBY DISCLAIMS THE SAME; IT BEING UNDERSTOOD THAT

THE EQUIPMENT IS LEASED TO LESSEE "AS IS" AND ALL SUCH RISKS, IF ANY, ARE TO BE

BORNE BY LESSEE. NO DEFECT IN, OR UNFITNESS OF, THE EQUIPMENT, OR ANY OF THE

OTHER FOREGOING MATTERS, SHALL RELIEVE LESSEE OF ANY OBLIGATION HEREUNDER.

LESSEE HAS MADE THE SELECTION OF THE EQUIPMENT FROM THE SUPPLIER BASED ON ITS

OWN JUDGMENT AND EXPRESSLY DISCLAIMS ANY RELIANCE UPON ANY STATEMENTS OR

REPRESENTATIONS MADE BY LESSOR. LESSOR IS NOT RESPONSIBLE FOR ANY REPAIRS,

SERVICE, MAINTENANCE OR DEFECT IN THE EQUIPMENT OR THE OPERATION THEREOF. EXCEPT

FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE LESSOR EXPRESSLY SET

FORTH HEREIN, IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY INDIRECT, SPECIAL OR

CONSEQUENTIAL DAMAGES (WHETHER UNDER THE UCC OR OTHERWISE), INCLUDING, WITHOUT

LIMITATION, ANY LOSS, COST OR DAMAGE TO LESSEE OR OTHERS ARISING FROM ANY OF THE

FOREGOING MATTERS, INCLUDING, WITHOUT LIMITATION,





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DEFECTS, NEGLIGENCE, DELAYS, FAILURE OF DELIVERY OR NON-PERFORMANCE OF THE

EQUIPMENT. Lessee's execution and delivery of a Certificate of Acceptance shall

be conclusive evidence as between Lessor and Lessee that the Items of Equipment

described therein are in all of the foregoing respects satisfactory to Lessee,

and Lessee shall not assert any claim of any nature whatsoever against Lessor

based on any of the foregoing matters; provided, however, that nothing contained

herein or in any Certificate of Acceptance delivered hereunder shall in any way

bar, reduce or defeat any claim that Lessee may have against the Supplier or any

other person (other than Lessor).



     3. Lease Agreement Not Cancelable by Lessee. LESSEE'S OBLIGATIONS HEREUNDER

ARE ABSOLUTE, IRREVOCABLE AND UNCONDITIONAL UNDER ANY AND ALL CIRCUMSTANCES

WHATSOEVER (INCLUDING WITHOUT LIMITATION THE BANKRUPTCY OF LESSOR) AND SHALL NOT

BE SUBJECT TO ANY RIGHT OF SET OFF, COUNTERCLAIM, DEDUCTION, DEFENSE OR OTHER

RIGHT WHICH LESSEE MAY HAVE AGAINST THE SUPPLIER, LESSOR OR ANY OTHER PARTY.

LESSEE SHALL HAVE NO RIGHT TO TERMINATE (EXCEPT AS EXPRESSLY PROVIDED HEREIN) OR

CANCEL THIS LEASE OR TO BE RELEASED OR DISCHARGED FROM ITS OBLIGATION HEREUNDER

FOR ANY REASON WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DEFECTS IN,

DESTRUCTION OF, DAMAGE TO OR INTERFERENCE WITH ANY USE OF THE EQUIPMENT (FOR ANY

REASON WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WAR, ACT OF GOD, STRIKE OR

GOVERNMENTAL REGULATION), THE INVALIDITY, ILLEGALITY OR UNENFORCEABILITY (OR ANY

ALLEGATION THEREOF) OF THIS LEASE OR ANY PROVISION HEREOF, OR ANY OTHER

OCCURRENCE WHATSOEVER, WHETHER SIMILAR OR DISSIMILAR TO THE FOREGOING, WHETHER

FORESEEN OR UNFORESEEN.



     4. Definitions. Unless the context otherwise requires, as used in this

Lease Agreement, the following terms shall have the respective meanings

indicated below and shall be equally applicable to both the singular and the

plural forms thereof:



     "Applicable Law" shall mean all applicable Federal, state, local and

foreign laws, ordinances, judgments, decrees, injunctions, writs, rules,

regulations, orders, licenses and permits of any Governmental Authority.



     "Authorized Signer" shall mean any officer of Lessee, set forth on an

incumbency certificate (in form and substance satisfactory to Lessor) delivered

by Lessee to Lessor, who is authorized and empowered to execute the Lease

Documents.



     "Certificate of Acceptance" shall mean a certificate of acceptance, in form

and substance satisfactory to Lessor, executed and delivered by Lessee in

accordance with Section 7 hereof.



     "Default" shall mean any event or condition which, with the passage of time

or the giving of notice, or both, would constitute an Event of Default.



     "Default Rate" shall mean an annual interest rate equal to the lesser of

12% or the maximum interest rate permitted by Applicable Law.





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     "Equipment" shall mean, subject to Section 1(b), up to US$5,000,000 of

NextNet Expedience Base Stations, with the specific number of base stations to

be leased under this Equipment Lease determined based on NextNet's list prices

for the base stations in effect at the time of the Equipment Order, together

with all replacement parts, additions and accessories incorporated therein or

affixed thereto including, without limitation, any software that is a component

or integral part of, or is included or used in connection with, any Item of

Equipment, but with respect to such software, only to the extent of Lessor's

interest therein, if any.



     "Equipment Location" shall mean, with respect to the Equipment, the initial

location specified in the Equipment Order or, subject to the restrictions in

Section 1(d), such other location in the Permitted Territory as Lessee shall

from time to time specify in writing to Lessor as required under Section 10

hereof.



     "Event of Default" shall have the meaning specified in Section 20 hereof.



     "Governmental Action" shall mean all authorizations, consents, approvals,

waivers, filings and declarations of any Governmental Authority, including,

without limitation, those environmental and operating permits required for the

ownership, lease, use and operation of the Equipment.



     "Governmental Authority" shall mean any foreign, federal, state, county,

municipal or other governmental authority, agency, board or court.



     "Item of Equipment" shall mean each item of the Equipment.



     "Lease Agreement," "hereof," "herein" and "hereunder" shall mean, with

respect to any Equipment this Lease Agreement and the Equipment Order on which

such Equipment is described, including all addenda attached thereto and made a

part thereof.



     "Lease Documents" shall mean this Lease Agreement, each Equipment Order and

all other documents prepared by Lessor and now or hereafter executed in

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