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IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA

____________________________________

UNITED STATES OF AMERICA,

         Plaintiff,

                  v.

MOTOROLA, INC. and
NEXTEL COMMUNICATIONS, INC.,

         Defendants.
____________________________________

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Case No. I:94CV02331 (TFH)


STIPULATED ORDER
THIS MATTER has come before the Court upon the stipulation of the parties for the entry of an order regarding the nature and timing of the performance of their obligations under the Stipulation filed by the parties on June 14, 1999. The parties have adopted the procedures and schedule set forth in this Stipulated Order to ensure the expeditious performance of their respective obligations. The parties have requested that the Court enter this Stipulated Order upon entry of an order approving the proposed Modified Final Judgment.

Good cause having been shown, the Court Orders as follows:

  1. Within three business days of this Court's entry of the Modified Final Judgment, Nextel Communications, Inc. ("Nextel") shall terminate its contract to acquire the licenses of Geotek Communications, Inc. which are identified in Attachment A to the proposed Order modifying the Final Judgment ("the purchase contract").

  2. Nextel shall immediately thereafter inform the United States that the purchase contract has been terminated and will provide to the United States copies of all documents relating to the termination.

  3. Within three business days of this Court's entry of the Modified Final Judgment, Nextel shall cause to be withdrawn any applications pending before the Federal Communications Commission which seek the Commission's approval of transfer to Nextel of the licenses identified in Attachment A to the proposed Order modifying the Final Judgment.

  4. Nextel shall immediately thereafter provide to the United States evidence of the withdrawal of the applications referenced in paragraph 3 above.

SO ORDERED this _______ day of December 1999,



  _______________________________
THOMAS F. HOGAN
UNITED STATES DISTRICT JUDGE




We hereby consent to the form and entry of this Stipulated Order

FOR PLAINTIFF UNITED STATES OF AMERICA


Joel I. Klein
Assistant Attorney General

A. Douglas Melamed
Deputy Assistant Attorney General

Constance K. Robinson
Director of Operations &
Merger Enforcement


Dated: 12/5/99




FOR NEXTEL COMMUNICATIONS, INC.

James Gauch (D.C. Bar # 447839)
Thomas F. Cullen, Jr.
Charles A. James
Jones, Day, Reavis & Pogue
51 Louisiana Ave. N.W.
Washington, D.C. 20001
(202) 879-3939

Dated: __________________________
                   
_______________/s/________________
Donald J. Russell
Chief
Telecommunications Task Force

Claude Scott
Attorney
Telecommunications Task Force
United States Department of Justice
Antitrust Division
1401 H Street, NW, Suite 8000
Washington, D.C. 20005
(202) 353-0378