AGREEMENT



               This Agreement (this "AGREEMENT") is made this 7th day of

March, 2001, by and between Nextel Communications, Inc. ("PARENT") and Nextel

International, Inc. (the "COMPANY").



                                    RECITALS



               1. The Company is an indirect subsidiary of Parent.



               2. The Company intends to register shares of its Class A Common

Stock, par value $0.001 ("CLASS A COMMON STOCK"), for offer and sale to the

public (that sale, but not the overallotment option, the "IPO").



               3. Parent is willing to contribute capital, through a wholly

owned subsidiary of Parent, to the Company and to receive, among other things,

the Class B Common Stock, par value $0.001, of the Company (the "CLASS B COMMON

STOCK") in connection with the consummation of the IPO.



               4. In consideration for Parent's contribution of capital, the

Company has agreed to grant to Parent the right (which Parent may exercise

through or assign to one or more Affiliates of Parent as designated by Parent

from time to time in accordance with Section 4(c)) to maintain its ownership

interest in the Company as more fully described below.



                                    AGREEMENT



               The parties to this Agreement agree as follows:



        1.      ANTI-DILUTIVE RIGHTS. (a) From and after the Effective Date

(defined in Section 4(k)) until such time as all of the Class B Common Stock

owned by Parent has been converted into Class A Common Stock and Parent ceases

to own any Class B Common Stock, in the event of any proposed public or private

issuances (each a "PROPOSED ISSUANCE") of shares of (i) Class A Common Stock,

(ii) Class B Common Stock or (iii) any other capital stock of the Company or any

other security convertible into or exercisable or exchangeable (with or without

the payment of additional consideration) for Class A Common Stock, Class B

Common Stock or other capital stock of the Company (excluding issuances of

shares of Class A Common Stock upon conversion of Class B Common Stock) (any

such security a "DERIVATIVE SECURITY") (the securities of the Company referred

to in clauses (i), (ii) and (iii) being referred to herein as "CAPITAL STOCK"),

the Company shall send written notice thereof to Parent not less than forty-five

(45) days prior to such Proposed Issuance, which notice must set forth all

material terms of the Proposed Issuance including, without limitation, the

manner of sale, the per share sale price (the "SALE PRICE") and the amount and

type of any other consideration to be received by the Company.



        (b)     Parent will have the right, by sending irrevocable written

notice thereof to the Company within thirty (30) days after receipt of the

Company's notice, to purchase up to such





                                       1

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number of shares of Capital Stock or Derivative Securities, subject to Section

3(b), as is necessary to maintain its Voting Power Ownership Percentage or its

Fully Diluted Ownership Percentage (whichever is greater) as they existed

immediately prior to such Proposed Issuance.



        (c)     Prices to Parent will be:



                (1)     If the Proposed Issuance is Capital Stock solely for

                        cash, then the Sale Price;

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