Agreement To Purchase Lmds License

Agreement to Purchase Lmds License



                       AGREEMENT TO PURCHASE LMDS LICENSE



         AGREEMENT  TO PURCHASE  LMDS  LICENSE,  dated as of July 10, 1998 (this
"Agreement") by and between WinStar Communications, Inc., a Delaware corporation
the "Purchaser"), CellularVision USA, Inc., a Delaware corporation ("CVUSA") and
CellularVision of New York, L.P., a Delaware limited partnership ("Seller"),

         WHEREAS, Seller holds the LMDS A Block License (the "License") from the
Federal  Communications   Commission  (the  "FCC")  for  the  New  York  Primary
Metropolitan  Statistical Area (i.e.,  the five boroughs  comprising the City of
New York, and the contiguous  New York State counties of  Westchester,  Rockland
and  Putnam),  free and  clear of all  liens,  claims,  rights of usage by third
parties and other encumbrances (collectively, "Liens"),

         WHEREAS, Seller and CVUSA have retained Wasserstein Perella & Co., Inc.
to advise them on the marketing and sale of the 850 MHz License and  Wasserstein
Perella & Co., Inc. has managed the sale process,  which  included,  among other
things,  contacting  a large number of  potential  purchasers  as well as active
negotiations  with certain  potential  purchasers,  all of which resulted in the
offer of the Purchase  Price and the Loans (as  hereinafter  defined) all on the
terms and  conditions  set forth herein,  which CVUSA deems to be the best offer
currently available for the 850 MHz License;

         WHEREAS, Seller intends to disaggregate 850 MHz of the spectrum covered
by the License,  comprised of the frequencies  between 27.5 and 28.35 GHz and to
be conveyed to Purchaser  pursuant to a license  granted by the FCC thereto (the
"850 MHz License") and  Purchaser  wishes to purchase the 850 MHz License,  upon
the terms and subject to the conditions set forth herein,  free and clear of all
Liens.

         WHEREAS,  holders of a  majority  of the  outstanding  shares of common
stock  of  CVUSA  wish  to  irrevocably   consent  to  this  Agreement  and  the
transactions contemplated hereby;



         NOW,  THEREFORE,  in  consideration  of the  premises,  and the  mutual
conditions and obligations set forth herein,  the parties hereto hereby agree as
follows:

         1. Purchase Price; Loan. (a) The purchase price for the 850 MHz License
shall be $32,500,000,  of which a portion will be payable by offset of the total
outstanding principal amount and accrued interest on the Loan (as defined below)
and the  remainder  of which  will be payable by wire  transfer  of  immediately
available funds to Seller at the Closing (defined in Section 3).

         (b) As promptly as practicable  following the execution and delivery of
this Agreement by the parties hereto  (including the voting agreement of certain
holders  owning not less than 39% of the  outstanding  shares of common stock of
CVUSA),  Purchaser  will make an initial loan to Seller (the "Initial  Loan") in
the amount of  $3,500,000,  and,  when  Seller  shall have made the FCC  filings
contemplated  by Section  2(a) and CVUSA  shall have  obtained  the  stockholder
approval  contemplated by Section 13,  Purchaser will make an additional loan in
the amount of  $2,000,000  (such loan,  together  with the Initial  Loan and the
loans that  Purchaser may, in its sole  discretion,  make pursuant to Section 6,
the "Loans") at 7.5% per annum,  with interest and principal  payable in full at
the Closing by way of offset  against the  purchase  price then due, as provided
above, or on such earlier date as this Agreement may be terminated in accordance
with its terms, provided that in the event of such a termination,  such interest
rate  will be 18% per  annum.  The Loans  will be  secured  by a first  priority
perfected  security  interest  on all of the  assets  of  Seller  as to  which a
security interest may be granted,  including,  without limitation,  the proceeds
from such assets as well as from the sale or other transfer of FCC licenses,  it
being  understood  and agreed that (i) a vendor's  security  interest in certain
equipment has been assigned to NewStart Factors,  Inc. and (ii) the FCC licenses
may not be  subject  to  security  interests  as a  matter  of law.  Purchaser's
security  interest  will  extend to  after-acquired  property  and to  proceeds,
provided that Borrower will retain the right to enter into vendor  financing and
equivalent  secured financing  arrangements  with respect to equipment  acquired
after the date hereof.  CVUSA will  guarantee the repayment in full of the Loans
in accordance with its terms, and will secure its guarantee with a pledge of all
of the outstanding  shares of stock of  CellularVision  Capital Corp.,  the sole
general  partner  of  Seller,  and all of the  outstanding  limited  partnership

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interests  in  Seller,  all of which are owned by CVUSA.  The  parties  agree to
prepare,  review  and  negotiate  in good  faith  and  execute  as  promptly  as
practicable  (and in any  event  prior to the  funding  of the  Loans)  mutually
acceptable  definitive  documentation  ((the "Loan Documents") in customary form
for  these  financing  transactions,   including,  without  limitation,  a  Loan
Agreement  (including  guaranty  provisions),   a  Note,  a  Security  Agreement
(including  pledge  provisions),  and UCC-1  forms.  To the  extent  there is an
inconsistency  between the Loan Documents and this Agreement with respect to the
Loans and related security arrangements, the Loan Documents shall control.

         2.  Government  Approvals;  Transition.  (a) As promptly as practicable
following  the execution  and delivery of this  Agreement,  Seller and Purchaser
will (i) file appropriate applications for the disaggregation of the License and
assignment  of the 850 MHz License to Purchaser and (ii) make such filings under
the  Hart-Scott-Rodino  Antitrust  Improvements  Act of 1976 and the  rules  and
regulations (collectively, the "HSR Act") as may be legally required in order to
consummate the transactions  contemplated herein, with the filing fee related to
any such filing to be shared by Purchaser and CVNY on a 50%/50% basis. Following
the making of such  applications  and  filings,  both  parties  will  diligently
attempt to obtain  successful  results  with  respect  thereto in a manner  that
permits the  consummation  of the  transactions  contemplated  herein as soon as
practicable.

                  (b)  Prior  to  the  Closing,   and  in  accordance  with  all
applicable legal and regulatory  requirements,  Seller will clear its operations
from  the  spectrum  covered  by the  850 MHz  License,  such  transition  to be
completed  in any event  within 90 days of the date of FCC  Approval  (as herein
defined).

         3. Closing.  The closing of the transactions  contemplated  herein (the
"Closing")  shall occur on the first business day (the "Closing Date") following
the first date upon which all of the following conditions are satisfied: (i) the
FCC shall have granted its consent to the  assignment  of the 850 MHz License to
Purchaser  and,  unless  waived by  Purchaser,  such consent shall have become a
final,  nonappealable order no longer subject to review or reconsideration ("FCC

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Approval"); (ii) CVUSA shall have obtained the approval of its stockholders with
respect  to the  transactions  contemplated  hereby;  and (iii)  any  applicable
waiting  period  under the HSR Act shall have  expired  without  action taken to
prevent  the  consummation  of  the  transactions  contemplated  herein.  At the
closing,  Seller shall assign the 850 MHz License to Purchaser free and clear of
all Liens against payment of the Purchase Price as contemplated by Section 1.

         4.  Representations and Warranties.  (a) Each party (the "Representer")
hereby  represents  and warrants to the other that (i) the  Representer  has all
requisite  power and authority to execute this  Agreement and the Loan Documents
and perform its  obligations  hereunder and  thereunder,  (ii) all corporate and
partnership action necessary for the authorization, execution and performance by
the  Representer of its  obligations  hereunder and thereunder  have been taken,
except that,  in the case of CVUSA,  stockholder  approval may be required,  and
(iii) subject to obtaining the consent and approvals  referred to in paragraph 3
above,  the execution,  delivery and  performance of this Agreement and the Loan
Documents  does not and will not  require  the  consent  of any other  person or
entity, contravene the certificate of incorporation or by-laws or certificate of
limited partnership or partnership agreement of the Representer or conflict with
or result in a breach  or  violation  by the  Representer  of any law,  court or
administrative order or contract to which the Representer is a party or by which
the Representer is bound.

         (b) Seller and CVUSA  hereby  represent  and warrant that Seller is the
sole legal and beneficial  owner and holder of the License,  has the right under
applicable  law and FCC  regulations  to effect the  disaggregation  of spectrum
contemplated  hereby and that the License  is, and the 850 MHz License  will be,
held by Seller  free and clear of all Liens.  Without  limiting  the  foregoing,
Seller hereby represents and warrants that no person or entity other than Seller
has or will have the right to use all or any  portion of the  License or the 850
MHz License.  Seller hereby  further  represents  and warrants that (i) it is in
compliance  in all material  respects  with the  Communications  Act of 1934, as

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amended,  and the rules,  regulations  and policies of the FCC,  (ii) Seller has
satisfied all build-out,  renewal,  construction  and other material  regulatory
requirements, and (iii) there are no pending complaints,  challenges, petitions,
appeals  or  other  regulatory  encumbrances  pending  or,  to the  best  of the
knowledge of Seller or CVUSA, threatened, against Seller or the License.

         (c) Each party will use all  commercially  reasonable  efforts to cause
all of its  representations  and warranties in this Agreement to remain true and
correct at all times  through the Closing  Date and to cause all  conditions  to
Closing to be satisfied.

         5. Closing  Conditions.  (a) Each Party's  obligation to close shall be
subject to the following  conditions (i) the other party's  representations  and
warranties  hereunder and under the Loan Documents  shall be true and correct on
and as of the Closing  Date as if made again on that date,  (ii) the other party
shall  have  performed  all  covenants  to have  been  performed  hereunder  and
thereunder  and (iii) the other party shall have  delivered a  certificate  of a
senior  officer as to the  matters in clauses (i) and (ii) above dated as of the
Closing Date.

         (b) Purchaser's  obligation to close shall be subject to the conditions
that (i) the  conditions  referred  to in  Sections  2(b) and 3 shall  have been
satisfied, (ii) there shall be no injunction or order of any court or government
agency restraining or invalidating any of the transactions  contemplated hereby,
and (iii) Purchaser shall have received opinions of Seller's counsel dated as of
the date  hereof and as of the  Closing  date in form and  substance  reasonably
satisfactory  to Purchaser and covering  such portion of the matters  covered by
Seller's and CVUSA's representations contained herein as are customarily covered
in legal opinions and subject to customary qualifications,  including an opinion
of FCC counsel substantially in the form attached.

         6.  Termination.  Either party which is not then in material  breach of
its  obligations  hereunder may terminate  this Agreement  without  liability by
written notice to the other party if the Closing Date shall not have occurred on
or before January 31, 1999,  provided,  however,  that upon  Purchaser's  notice

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given at least 10 days prior to the date that  termination  would  otherwise  be
permitted,  such date shall be  extended to June 30,  1999 and,  thereafter,  to
December 31, 1999 if (i) Purchaser is not in material  breach of its obligations
hereunder and (ii) on each such occasion  Purchaser  makes an additional Loan of
$3.5 million in principal amount to the Seller on  substantially  the same terms
as the Loans.  Purchaser may terminate  this  Agreement at any time if CVUSA has
not obtained stockholder approval of this transaction by October 10, 1998.

         7. Transaction  Expenses.  Except as otherwise provided in Section 2(a)
and  Section 13, each of the  parties  hereto  will be  responsible  for its own
expenses  (including fees and expenses of legal counsel)  incurred in connection
with the transactions  contemplated hereby, provided that as of the Closing Date
(or earlier termination of this Agreement in accordance with its terms in a case
in which the expense reimbursement  provision of Section 13 do not apply) Seller
and CVUSA will  reimburse  Purchaser's  reasonable  fees and expenses of counsel
incurred in connection  with the  negotiation  and  preparation of the documents
relating to the transactions  contemplated hereby,  including the Loans, and the
prosecution  of the FCC  applications  contemplated  hereby,  provided  that the
amount  of  such  fees  and  expenses  related  to  the   documentation  of  the
transactions  through the funding of the Initial Loan and prosecution of the FCC
applications contemplated hereby shall not exceed $50,000. Each party represents
to the other that it has not incurred any  liability  for a broker's or finder's
fee in connection with the transactions  contemplated hereby, except that Seller
is liable to  Wasserstein  Perella & Co., Inc. for fees in connection  with such
transactions.

         8.  Publicity;  Disclosure.  Without  the prior  approval  of the other
party,  neither of the  parties  hereto  shall  disclose to the public or to any
third party any information  concerning the  transactions  contemplated  hereby,
other than  disclosures  to their  financial,  legal and other  advisors  and to
governmental  authorities  or the public as may, in the  opinion of counsel,  be
required by law.  Notwithstanding  the  foregoing,  CVUSA shall be  permitted to
include in the proxy statement  described in Section 13 hereof,  such details of
the transactions  contemplated  hereby as may be required by law;  provided that


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Purchaser  shall have the right to review and comment thereon prior to the proxy
statement being filed with the SEC or distributed. The parties will cooperate in
the  preparation  of a joint press  release or  coordinated  but separate  press
releases  announcing  the  effectiveness  of this Agreement as soon as it occurs
pursuant to Section 12.

         9. Access. Until the Closing,  CVUSA and Seller will give Purchaser and
its  representatives  all access during ordinary  business hours to the premises
and  personnel of Seller and CVUSA and to all  accounting,  financial  and other
records applicable to Seller as Purchaser may reasonably request for the purpose
of  confirming  compliance  with this  Agreement and CVUSA and shall furnish all
information  with respect to the business and affairs of Seller as Purchaser may
reasonably  request  for  such  purpose.  CVUSA  and  Seller  will  cause  their
executives, employees, attorneys and accountants to make themselves available to
provide reasonable cooperation to Purchaser in connection therewith.

         10.  Exclusivity.  Neither  CVUSA nor Seller shall (nor shall either of
them permit their  representatives  or stockholders to) discuss a possible sale,
lease or other disposition of or by Seller or CVUSA (whether by sale of stock or
assets or otherwise)  that is not  consistent  with the sale to Purchaser of the
850 MHz License  contemplated  hereby or provide any  information  in connection
therewith to any other party or enter into any  agreements or  commitments to do
the same.

         11.  Assignment.  This Agreement is intended to be a binding  agreement
between  Purchaser,  CVUSA and Seller and shall bind and inure to the benefit of
the successors  and assigns of such parties;  provided that CVUSA and Seller may
not  assign  their  rights  or  delegate  their  obligations  hereunder  without
Purchaser's prior written consent,  which will not be unreasonably withheld. The
Purchaser may assign its rights hereunder to any of its wholly-owned or majority
controlled  subsidiaries,  provided that no such  assignment of its rights shall
relieve Purchaser of any of its obligations hereunder.

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         12.  Effectiveness.  Simultaneously  with the execution and delivery of
this Agreement the following are expected to occur, upon the occurrence of which
this Agreement will come into full force and effect:

                  (a) Holders of not less than 39% of the issued and outstanding
shares of Common  Stock of CVUSA  shall  have  agreed  to vote  their  shares as
provided below;

                  (b) Seller shall have  executed and delivered to Purchaser the
Loan Documentation,  including arrangements with existing creditors as Purchaser
shall deem appropriate;

                  (c)  Purchaser  shall have  received such opinions of Seller's
counsel as it shall  reasonably  require in  connection  with FCC and  corporate
matters with  respect to the Loan  Documents,  the License and the  transactions
contemplated  hereby,  including,  if Purchaser so requires, a favorable opinion
from Purchaser's FCC counsel to the effect that there is no reason to expect (i)
that the transactions  contemplated hereby will materially  adversely affect the
regulatory  status  of  any of the  FCC  wireless  licenses  currently  held  by
Purchaser or any of its subsidiaries or (ii) that there is any reason to believe
that the disaggregation of spectrum is not permissible under applicable law.

         13.      Shareholder Approval; Break-up fee; Events of Bankruptcy.

                  (a) CVUSA has obtained the approval of a majority of its board
of  directors  to the  transactions  contemplated  hereby,  and  its  board  has
recommended and will continue to recommend,  so long as such  recommendation  is
consistent  with  their  fiduciary   duties  under   applicable  law,  that  its
stockholders vote to approve the transactions  contemplated  hereby.  CVUSA will
call a special  meeting of its  stockholders  as promptly as practicable for the
purpose of obtaining such approval, will file a preliminary proxy statement with
respect  thereto with the  Securities  and Exchange  Commission  within five (5)
business  days  of the  execution  of  this  Agreement  and  will  distribute  a
definitive  proxy  statement to  stockholders in accordance with applicable law,
and use its best  efforts to hold such  meeting  and  obtain  such  approval  as
quickly as possible.


                                       8


                  (b) In the event a petition for relief under 11 U.S.C.  ss.101
et seq. (the "Bankruptcy Code") or similar State insolvency statute, is filed by
or against Seller or CVUSA,  each Seller and CVUSA agree to (i) consent to entry
of an order for relief under Chapter 11 of the Bankruptcy Code; (ii) continue to
comply with the terms of this Agreement;  and (iii) to the extent  necessary for
Seller or CVUSA to  continue to comply  with the terms of this  Agreement,  seek
Bankruptcy  Court  approval of the sale  contemplated  by this Agreement or take
such other  action as may be necessary or advisable to allow Seller and CVUSA to
continue to comply with the terms of this Agreement.

                  (c) in the event at any time on or prior to the  Closing  Date
(i) this Agreement is terminated by Seller or CVUSA (other than as a result of a
material breach by Purchaser) and a court  determines that specific  enforcement
in  accordance  with  the  provisions  of  Section  14(b)  is not  available  to
Purchaser, or (ii) Purchaser terminates this Agreement because CVUSA stockholder
approval has not been  obtained by October 10,  1998,  then  Purchaser  shall be
entitled to the following as liquidated damages, and not as a penalty:

                  (i)  Expense  Reimbursement:  Seller  and  CVUSA  jointly  and
severally shall reimburse Purchaser for its actual and reasonable  out-of-pocket
expenses,  not to exceed $325,000  (exclusive of the amounts payable pursuant to
Section 7)  incurred  in  furtherance  of this  Agreement  and the  transactions
contemplated herein, including without limitation,  attorneys' fees and expenses
incurred by  Purchaser  for  services  of outside  counsel in  negotiating  this
Agreement,  the Loan  Documents and all related  agreements,  performance of due
diligence, or otherwise (the "Expense Reimbursement"). Purchaser shall submit to
Seller  and  CVUSA an  itemized  statement  reflecting  such  actual  reasonable
expenses.  Within  five (5) days  thereafter,  Seller  and CVUSA  shall  make an
Expense  Reimbursement.  This  obligation  shall survive any termination of this
Agreement,  and shall be secured by the collateral under the security  agreement
being executed in relation to the Loans.


                                       9


                  (ii)  Termination  Fee. Seller and CVUSA jointly and severally
shall, within five (5) days of such termination, pay $1,625,000 to the Purchaser
as a termination fee  ("Termination  Fee").  This  obligation  shall survive any
termination of this Agreement,  and shall be secured by the collateral under the
security agreement being executed in relation to the Loans.

         14. Specific  Performance;  Miscellaneous;  Conflict  Waiver.  (a) This
Agreement  shall be construed and enforced in accordance  with the internal laws
of the  State of New York.  This  Agreement  may be  executed  in any  number of
counterparts,  each of which  shall be an  original,  but which  together  shall
constitute one instrument.

                  (b)  Notwithstanding  the  provisions of Section  13(c)(i) and
(ii),  it is  understood  and agreed that money damages would not be an adequate
remedy for a breach of the Agreement by Seller or CVUSA and that Purchaser shall
be entitled to specific  performance and injunctive or other equitable relief as
a remedy for any such  breach.  Seller and CVUSA agree to waive any  requirement
for the securing or posting of any bond in  connection  with such  remedy.  Such
remedy shall not be deemed to be the exclusive  remedy for any such breach,  but
shall be in addition to all other  remedies  available to Purchaser at law or in
equity.

                  (c) Each of the parties hereto  acknowledges that Willkie Farr
& Gallagher regularly acts as counsel for each of them, and consents to the fact
that the New York  office  of such  firm will  provide  corporate  (but not FCC)
advice to CVUSA and Seller  (which will receive FCC advice from other  counsel),
its Washington  office will provide FCC (but not corporate) advice to Purchaser,
which is also represented by other counsel in this matter.

                            [Signature page follows]







     IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of the
date first above written.




                          WINSTAR COMMUNICATIONS, INC.



                            By:/s/ Timothy R. Graham
                            --------------------------
                                Timothy R. Graham
                            Title:


Accepted and agreed as of July 10, 1998


CELLULARVISION USA, INC.




By:_/s/ Shant Hovnanian
- -------------------------
   Printed name: Shant Hovnanian
   Title:

         CELLULARVISION OF NEW YORK, L.P.

         By: CELLULARVISION CAPITAL CORP.,
                  its General Partner

         By:___/s/ Shant Hovnanian
          --------------------------
                  Title:


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         Voting Agreement by Stockholders

         In  consideration  of  the  Purchaser  executing  the  Agreement,   the
undersigned,  being the holders of not less than 39%  outstanding  shares of the
voting capital stock of CellularVision USA, Inc. which is entitled to vote a the
approval of the transactions  described herein, hereby expressly and irrevocably
agree  to vote  all  such  shares  in  favor  of  approval  of the  transactions
contemplated hereby at any special meeting of stockholders to be called for such
purpose and do hereby  agree to take such actions as  Purchaser  may  reasonably
request in order to further evidence such approval and consent.



                                                     /s/ Shant Hovnanian
                                                     ---------------------
                                                     Shant Hovnanian



                                                     /s/ Vahak Hovnanian
                                                     --------------------
                                                     Vahak Hovnanian