AGREEMENT dated as of February 1, 1998 between William J. Maxwell ("Executive") and Advanced Radio
Telecom Corp. (the "Company"), a Delaware corporation the principal office of which is located at 500 108th
Ave NE, Suite 2600, Bellevue, WA 98004.
Executive seeks to be employed by the Company, and the Company seeks to employ Executive as its Executive
Vice President - Strategic Planning, Sales and Marketing. The Company and Executive intend that Executive
shall serve the Company on the terms set forth below and, to that end, deem it desirable and appropriate to enter
into this Agreement.
The parties hereto, in consideration of the mutual agreements hereinafter contained, agree as follows:
1. EFFECTIVE DATE; TERM OF AGREEMENT. This Agreement shall become effective as of February 1,
1998 (the "Effective Date"). Executive's employment shall continue on the terms provided herein until December
31, 2000, subject to earlier termination as provided herein (such period of employment hereinafter called the
2. SCOPE OF EMPLOYMENT.
a. Nature of Services. During the Employment Period, Executive shall be elected and serve as Executive Vice
President - Strategic Planning, Sales and Marketing or as such other executive vice president designated by the
Chief Executive Officer or the Board of Directors ("Board") of the Company and shall have and diligently
perform the duties and the responsibilities of such office and such additional executive duties and responsibilities
consistent with such office as shall from time to time be assigned to him.
b. Extent of Services. Except for illnesses and vacation periods, Executive shall devote substantially all his
working time and attention and his best efforts to the performance of his duties and responsibilities under this
Agreement. However, Executive may (i) make any passive investments where he is not obligated or required to,
and shall not in fact, devote any managerial e