NEXT WAVE TELECOM INC S-1/A

AMENDMENT #1 TO FORM S-1

PROMISSORY NOTE FROM NAVATION, INC.

PROMISSORY NOTE FROM FREEDOM MOVILITY INC.

AMENDED AND RESTATED SHAREHOLDERS' RIGHTS AGRMT

AMENDED AND RESTATED SHAREHOLDERS' VOTING AGREEMNT

REGISTRATION RIGHTS AGREEMENT OF OCTOBER 29, 1996

NEXTWAVE TELECOM INC. SPECIAL VOTING AGREEMENT

REGISTRATION RIGHTS AGREEMENT OF NOVEMBER 8, 1996

INDEMNIFICATION AGREEMENT

SUBSIDIARIES OF REGISTRANT

CONSENT OF PRICE WATERHOUSE LLP

CONSENT OF HA-YOUNG AUM

CONSENT OF JANG-HO CHUNG

CONSENT OF GREGORY A. CUCCHI

CONSENT OF JUNG-BOO KIM

CONSENT OF MANJIN J. KIM

CONSENT OF MUHIT U. RAHMAN

CONSENT OF YUTAKA SATO

FINANCIAL DATA SCHEDULE