<PAGE>

                          BASE STATION SYSTEM AGREEMENT


                                     BETWEEN


                      LANKA CELLULAR SERVICES (PVT) LIMITED


                                        AND


                   interWAVE COMMUNICATIONS INTERNATIONAL LTD.

<PAGE>


THE AGREEMENT

<TABLE>
<CAPTION>

CLAUSE                                                                     PAGE
------                                                                     ----
<S>                                                                        <C>
          Definitions and Interpretation                                     1

1.        Scope of Work                                                      5

2.        Prices                                                             7

3.        Delivery Schedule and Delivery                                     7

4.        Adjustment for Late Achievement

5.        Inspection and Acceptance                                          9

6.        Title and Assumption of Risk                                      10

7.        Warranty of the Work, Equipment, Software and Services            11

8.        Payments                                                          13

9.        Taxes and Duties Indemnities                                      14

10.       Ownership of Intellectual Property Rights and Software Licenses   14

11.       Intellectual Property Rights - Warranty and Indemnity             15

12.       Training                                                          16

13.       Option                                                            16

14.       Confidentiality                                                   16

15.       Loss and Damage Indemnity                                         16

16.       Insurance                                                         17

17.       Key Personnel and Progress Reports                                19

18.       Changes                                                           20

19.       Assignment and Sub-contracting of Agreement                       21

20.       Publicity related to Agreement                                    21

21.       Expert Decisions                                                  21

22.       Time-limits                                                       21

<PAGE>

<S>                                                                        <C>
23.       Force Majeure                                                     22

24.       Termination for Default                                           22

25.       Government Authorizations

26.       Language and Communication                                        24

27.       Notices and Reports                                               25

28.       Waiver and Approvals                                              26

29.       Entire Agreement                                                  26

30.       No Joint Venture                                                  26

31.       Severability                                                      26

32.       Headings                                                          27

33.       Export Control                                                    27

34.       Re-Exportation                                                    27

35.       Applicable Law                                                    27
</TABLE>


APPENDIX AND SCHEDULE

Appendix  A              Proposed Delivery Schedule

Appendix B               Prices and Quantities

Schedule 1               Specifications

Schedule 2               Scope of Work

Schedule 3               Initial Acceptance Certificate
Annex to Schedule 3      Initial Acceptance Test Plan

Schedule 4               Customer Advocacy Plan
Annex to Schedule 4      Maintenance Agreement

Schedule 5               Confidentiality and Non-Disclosure Agreement

Annex                    Letter of Intent

<PAGE>

THIS AGREEMENT is made the            day of  December, 1999.


BETWEEN


(1)    LANKA CELLULAR SERVICES (PVT) LIMITED of 4th Floor, 1119 Maradana Road,
       Colombo 8, Sri Lanka (the "Purchaser"); and

(2)    interWAVE COMMUNICATIONS INTERNATIONAL LTD. of Codan Services, Claredon
       House, Church Street, Hamilton HM DX, Bermuda ("the Contractor").


WHEREAS


A.     The Contractor has issued a proposal for a System meeting the
       Specifications attached hereto as Schedule 1 for a technologically
       advanced, flexible, reliable and constantly evolving micro-cell base
       station system and related equipment and software.

B.     The Purchaser now wishes to confirm the appointment of the Contractor for
       the supply of the Equipment and Software and carrying out of the Work and
       the Contractor has agreed to provide and carry out the same subject
       always to the terms and conditions herein contained.


DEFINITIONS AND INTERPRETATION


A.     Capitalized terms used within this Agreement are defined as follows:


       "Agreement"                 shall mean this Agreement and all Appendices
                                   and Schedules attached hereto.

       "Associate"                 shall mean, in relation to any person, any
                                   person who for the time being controls such
                                   person or is controlled by such person or is
                                   controlled by a third person who also
                                   controls such person.

        "BSS"                      shall mean Base Station Subsystem groups and
                                   the Equipment as defined in the Groupe
                                   Speciale Mobile ("GSM") specifications set
                                   down by the European Telecommunications
                                   Standards Institute.


<PAGE>

       "Control"                   shall mean, in relation to a company, the
                                   power of a person directly or indirectly to
                                   secure:

                                   (i)    by means of the holding of shares or
                                          the possession of voting power (either
                                          at shareholder level or director
                                          level) in or in relation to that or
                                          any other company, or

                                   (ii)   by virtue of any powers conferred by
                                          the articles of association or other
                                          document regulating that or any other
                                          company that the affairs of that
                                          company are conducted in accordance
                                          with the wishes of that person, and
                                          "Controlled", "Controller" and cognate
                                          expressions shall be construed
                                          accordingly.

       "Customer Advocacy Plan"    shall mean the customer advocacy plan
                                   contained in Schedule 4, describing the
                                   support services to be provided by the
                                   Contractor to the Purchaser in relation to
                                   the operation of the System.

       "Delivery Point"            shall mean the port at Colombo, in Sri Lanka
                                   or any other delivery point as the Purchaser
                                   and the Contractor shall agree in writing
                                   from time to time.

       "Documentation"             shall mean all documentation described and
                                   referred to in Schedule 1 or required for the
                                   proper installation, maintenance and
                                   operation of the System including without
                                   limitation the User's Guide, Maintenance
                                   Manual, Operations Packet, Marketing Packet
                                   and their respective updates and revisions
                                   from time to time referred to by the
                                   Contractor in its Proposal.

       "Effective Date"            shall mean [13] December 1999.
       .
        "Equipment"                shall mean all, or where the context so
                                   requires any part or item of, the
                                   infrastructure, equipment, hardware and
                                   materials to be supplied by the Contractor
                                   under this Agreement, as more fully set out
                                   in the Proposal and further including without
                                   limitation the Expansion but only to the
                                   extent that the Purchaser exercises the
                                   Option.

       "Expansion"                 shall mean those elements of the Work and any
                                   other works which the Purchaser shall
                                   contract with the Contractor to supply and
                                   install pursuant to the Option.

<PAGE>

       "Expansion System"          shall mean those elements of the System to be
                                   supplied by the Contractor under the
                                   Expansion.

       "First Delivery"            means a "mini-system" of 60 units of
                                   WAVEXpress/BTS, 5 units of WAVEXpress/BSC, 3
                                   units of WAVEXchange/WXC and the OMC-R
                                   system, forming part of the Initial System or
                                   any reconfiguration or variation thereof as
                                   the Purchaser may request in accordance with
                                   Clause 1.3.

        "GSM System"               shall mean the Purchaser's proposed cellular
                                   radiotelephone system employing Groupe
                                   Speciale Mobile technology.

       "Initial Acceptance"        shall have the meaning ascribed to it in
                                   Clause 5.

       "Initial Acceptance
       Certificate"                shall mean the certificate issued by the
                                   Purchaser to the Contractor upon occurrence
                                   of the relevant Initial Acceptance.

       "Initial Acceptance Tests"  shall mean the initial acceptance testing
                                   procedures set out in Schedule 3 together
                                   with such further tests as the Purchaser and
                                   the Contractor may agree, to satisfy that the
                                   System complies with and performs in
                                   accordance with Specifications.

       "Initial System"            shall mean those elements of the System to be
                                   supplied by the Contractor under the Initial
                                   Work comprising the Phase I and Phase II
                                   Deployment in Sri Lanka.

       "Initial Work"              shall mean those elements of the Work marked
                                   as such in Appendix B.

       "Intellectual Property
       Rights"                     shall mean patents, trademarks, service
                                   marks, trade names, registered designs,
                                   designs, copyrights and other forms of
                                   intellectual or industrial property (in each
                                   case in any part of the world and whether or
                                   not registered or registrable and for the
                                   full period thereof and all extensions and
                                   renewals thereof and applications for
                                   registration of or otherwise in connection
                                   with the foregoing), know-how, inventions,
                                   formulae, confidential or secret processes,
                                   trade secrets and confidential information,
                                   and any protected rights

<PAGE>

                                   and assets, and any licenses and permissions
                                   in connection therewith.

       "Letter of Intent"          shall mean the letter of intent dated 7
                                   December 1999 from the Purchaser to the
                                   Contractor, countersigned by the Contractor,
                                   setting out the terms upon which the
                                   Purchaser will enter into this Agreement
                                   (which is attached to this Agreement as an
                                   Annex).

       "Milestones"                shall mean the last day of the time period or
                                   the date for completion of each item of Work
                                   set out in the Proposed Delivery Schedule.

        "Option"                   shall have the meaning ascribed to it in
                                   Clause 13.

       "Phase I Deployment"        shall mean the deployment of Phase I of the
                                   System, comprising the Equipment and Software
                                   to be delivered under the First Delivery.

       "Phase II Deployment"       shall mean the deployment of Phase II of the
                                   System, comprising the Equipment and Software
                                   to be delivered under the Second Delivery.

       "Proposal"                  shall mean the Contractor's proposal to
                                   supply the System meeting the Specifications
                                   as set out in Schedule 1.

       "Proposed Delivery          shall mean the schedule of Milestones set out
       Schedule"                   in Appendix A.


       "Quantities"                shall be as shown in Appendix B.

       "Sampling Process"          shall mean the sampling process set out in
                                   the Proposal.

       "Second Delivery"           means 54 units of WAVEXpress/BTS, 5 units of
                                   WAVEXpress/BSC and 4 units of
                                   WAVEXchange/WXC, forming part of the Initial
                                   System or any reconfiguration or variation
                                   thereof as the Purchaser may request in
                                   accordance with Clause 1.3.

       "Service Acceptance"        shall have the meanings ascribed to it in
                                   Clause 5.

       "Services"                  shall mean maintenance, repair, training,
                                   testing, engineering, installation,
                                   commissioning or other

<PAGE>

                                   services performed by the Contractor under
                                   the terms of this Agreement.

       "Service Acceptance
       Certificate"                shall mean the certificate issued by the
                                   Purchaser upon the occurrence of the relevant
                                   Service Acceptance.

       "Site"                      shall mean the site(s) at which the Equipment
                                   is to be installed, as from time to time
                                   notified by the Purchaser.

       "Software"                  shall mean such computer programs, or parts
                                   thereof, in any language form or medium, to
                                   be furnished by the Contractor under this
                                   Agreement, including without limitation the
                                   computer software described in the Proposal
                                   and further including without limitation the
                                   Software forming part of the Expansion, but
                                   only to the extent that the Purchaser
                                   exercises the Option.

       "Specification"             shall mean those technical and operational
                                   specifications for the Equipment, Software
                                   and System set out in the Proposal and shall
                                   include any additional specifications agreed
                                   between the Contractor and the Purchaser from
                                   time to time to be annexed hereto including
                                   in respect of the Option, if exercised by the
                                   Purchaser.

       "System"                    shall mean the Equipment and the Software
                                   combined on a fully functional and
                                   interactive basis with the GSM System in
                                   accordance with the Proposal.

       "Warranty Period"           shall mean with respect to an item of
                                   Equipment or Software, the period of twelve
                                   (12) months commencing on the date of Initial
                                   Acceptance of that Equipment or Software.

       "Work"                      shall mean all Equipment, Software, Services,
                                   Documentation, and other requirements to be
                                   supplied or carried out or met by the
                                   Contractor under this Agreement including
                                   those in the Expansion (but only to the
                                   extent that the Purchaser exercises the
                                   Option).

B.     A reference in this Agreement to an act or to any regulation, ordinance,
       code or other statutory instrument or to any section or provision thereof
       shall be read as if the words "or any other statutory provision having
       the like or similar effect or dealing with the like or similar subject
       matter" were added to such reference, and such reference shall include
       any statute or statutory provision which amends or replaces, or has
       amended or

<PAGE>

       replaced it, and shall include any sub-ordinate legislation made under
       the relevant statute.

C.     References in this Agreement to Clauses, Paragraphs, Schedules and
       Appendices are to clauses, paragraphs, schedules and appendices of and to
       this Agreement.

D.     In this Agreement, words importing the singular include the plural and
       vice versa, words importing a gender include every gender and references
       to persons include bodies corporate or unincorporate.

E.     Headings in this Agreement are for convenience only and shall not affect
       the construction of this Agreement.

F.     Should there be any ambiguity, conflict or inconsistency between these
       terms and conditions and any of the Appendices and Schedules, these terms
       and conditions shall prevail save as expressly provided for herein.


1.     SCOPE OF WORK

1.1    Subject to Clause 1.4, the Contractor shall:

       (a)    provide the Initial System and, subject to the exercise of the
              Option by the Purchaser, the Expansion in accordance with the
              terms of this Agreement;

       (b)    otherwise provide and execute the Work and for this purpose shall
              provide all necessary personnel, material, equipment, services and
              facilities required under the terms and conditions of this
              Agreement including all appendices and schedules hereto set out
              below and by this reference made part hereof:

<TABLE>
<CAPTION>

<S>                                       <C>
              Appendix A                  Proposed Delivery Schedule
              Appendix B                  Prices and Quantities
              Schedule 1                  Specifications
              Schedule 2                  Scope of Work
              Schedule 3                  Initial Acceptance Certificate
              Annex to Schedule 3         Initial Acceptance Requirements
              Schedule 4                  Customer Advocacy Plan
              Schedule 5                  Confidentiality and Non-Disclosure
                                          Agreement
</TABLE>

       (c)    have the role of contractor during the term of this Agreement in
              accordance with the allocation of responsibilities set out in
              Schedule 2; and

       (d)    if the Option is exercised pursuant to Clause 13 hereof, then
              continue its role as  contractor during the term of the Expansion
              in accordance with the allocation of responsibilities set out in
              Schedule 2 (applicable only, if the Purchaser exercises the
              Option).

1.2    The Purchaser agrees to purchase from the Contractor the Equipment
       comprised in the System and to license from the Contractor the Software
       comprised in the System, and

<PAGE>

       the Contractor agrees to sell and license the same respectively to the
       Purchaser subject to, and in accordance with, the terms of this
       Agreement.

1.3    The Purchaser may at its option exercisable by issuing a purchase order
       to the Contractor which relates to, or includes all or part of the same,
       elect to: (a) acquire from the Contractor any Equipment or Software
       listed in Appendix B as optional in relation to the Initial Work or the
       Expansion (applicable only if the Purchaser exercises the Option) and
       upon the exercise of such option, such Equipment and Software shall form
       part of the Work; or (b) vary the configuration of the Equipment to be
       delivered under the First Delivery or the Second Delivery in accordance
       with the principles set out in paragraph 2(a) of the Letter of Intent, if
       the Purchaser's evaluation of the conditions at Site make such variance
       necessary or desirable for the optimum performance of the System; or (c)
       replace the single billing platform with a multiple, PC-based pre-paid
       platform in accordance with the principles set out in paragraph 2(b) of
       the Letter of Intent.


1.4    For the avoidance of doubt, both parties agree that:-

       (a)    The Purchaser shall not place any orders for the Expansion, or
              otherwise, before the Purchaser has accepted the First Delivery in
              accordance with Clause 3.5; and/or

       (b)    any Equipment Software, Documentation or Services comprised in the
              First Delivery shall be subject to and produced, delivered and
              provided in accordance with all the terms and conditions of this
              Agreement (and in particular but without limitation Appendix A) to
              the extent that they are reasonably capable of applying thereto.


2.     PRICES

2.1    For the full and timely completion by the Contractor of the Work, the
       Contractor shall be entitled to payment by the Purchaser of the prices as
       specified in Appendix B subject to the terms and conditions contained
       herein.  For the avoidance of doubt, if the Purchaser elects to (i) vary
       the configuration of Equipment to be delivered in accordance with Clause
       1.3(b) or (ii) replace any Equipment in accordance with Clause 1.3(c),
       the prices payable by the Purchaser shall be re-evaluated by reference to
       the relevant provisions of the Letter of Intent and by reference to the
       prices stated in Appendix B.

<PAGE>

2.2    Subject to the terms and conditions contained herein, the prices stated
       for the Initial Work in Appendix B shall be fixed provided that the
       Purchaser places purchase orders for the same on or before the date
       falling 7 days after the acceptance of the First Delivery in accordance
       with Clause 3.5 and the prices stated for the Expansion shall be fixed
       until the date falling six months after the acceptance of the Second
       Delivery.

2.3    All prices shall include all transportation and related charges for
       delivery of the items to the Delivery Point and all applicable taxes,
       duties and similar liabilities, other than taxes and duties applicable in
       Sri Lanka.


3.     DELIVERY SCHEDULE AND DELIVERY

3.1    The Contractor shall deliver the Initial System in accordance with the
       Proposed Delivery Schedule specified in Appendix A and shall assist with
       the installation and commissioning of the Initial System in accordance
       with Schedule 2 hereto, time being of the essence of this Agreement.
       Upon exercise of the Option pursuant to Clause 14 in respect of the
       Expansion the Contractor shall deliver the Expansion System in accordance
       with the Proposed Delivery Schedule and shall assist with the
       installation and commissioning of the Expansion System in accordance with
       scope of work agreed between the parties at the time of the exercise of
       the Option, which schedule and scope of work will then be attached and
       comprise a part of this Agreement, time being of the essence of this
       Agreement.

3.2    Delivery of Equipment or Software or completion of Services shall not be
       deemed to have occurred until the Contractor has provided all supporting
       equipment, computer software and services required under the terms of the
       Proposal.  The provision of such Equipment and Services is of the essence
       of this Agreement.

3.3    Subject to Clause 3.2 above, an individual item of delivery of Equipment
       or Software, as the case may be, shall be deemed to have occurred at the
       time it has arrived at the Delivery Point  in a condition fully
       conforming to the requirements of this Agreement.  In the case of
       subsequent rejection of any individual item of Equipment or Software
       delivered, delivery shall be deemed not to have occurred until the
       defects that resulted in such rejection have been satisfactorily remedied
       or replaced with conforming Equipment or Software.

3.4    The Contractor shall be responsible and bear all the costs and liability
       in relation to the shipment of the Equipment to the Delivery Point.

3.5    Without prejudice to Clause 5 or Clause 6.2, for evaluation purposes the
       First Delivery shall only be accepted upon confirmation of satisfactory
       field trial test results.  The field trial test procedures shall be
       mutually agreed between the parties as soon as practicable following
       execution of this Agreement.

<PAGE>

3.6    The Contractor shall liaise with the Purchaser with respect to the
       delivery of each shipment of equipment, including with respect to the
       estimated date of arrival of each shipment, the actual date of arrival
       when it becomes known and any other information relevant to the timely
       and proper collection of the Equipment by the Purchaser from the Delivery
       Point.  Without limiting the foregoing, the Contractor will provide the
       Purchaser will all documentation necessary for the Purchaser to accept
       delivery of and to acquire proper legal title to each shipment at the
       Delivery Point.


4.     ADJUSTMENTS FOR LATE ACHIEVEMENT

4.1    The First Delivery, the Second Delivery, the Initial System or the
       Expansion System (in the latter case, applicable only when the Purchaser
       exercises the Option) must be delivered  in accordance with this
       Agreement and not later than the set Milestones (the "Achievement Time"),
       time being of the essence.  In the event that First Delivery, the Second
       Delivery, the Initial System or the Expansion System (in the latter case,
       applicable only when the Purchaser exercises the Option) or any part
       thereof is not delivered  by the applicable Achievement Time, then upon
       the Purchaser serving a notice to the Contractor advising the Contractor
       of the same, the aggregate price payable in respect of First Delivery,
       the Second Delivery, the Initial System or the Expansion System (in the
       latter case, applicable only when the Purchaser exercises the Option)
       shall, if already paid by the Purchaser, be refunded in accordance with
       Clause 8.3 and such refunds shall be calculated according to the
       following percentages, or if not yet paid by the Purchaser, shall be
       deducted by the following percentages:-

       (a)    5%, if the Achievement Time is delayed by one month or part
              thereof; or
       (b)    6%, if the Achievement Time is delayed by two months or part
              thereof; or
       (c)    7%, if the Achievement Time is delayed by three months or part
              thereof.

       PROVIDED ALWAYS that the time for achievement of a Milestone may be
       extended to the extent reasonable if that Milestone has not been achieved
       by reason of a breach of this Agreement caused solely by the Purchaser,
       provided further that in each case the Contractor has notified the
       Purchaser in writing specifying reasonable particulars of the alleged
       breach within fourteen (14) days after it becomes aware of the relevant
       event or breach.

4.2    The Parties recognise and agree that the sums provided in Clause 4.1 are
       reasonable pre-estimates of the damage which may occur to the Purchaser
       taking into account all the relevant information available at the time of
       signature of this Agreement and that such sums are liquidated damages and
       in no way to be considered as penalties.

<PAGE>

4.3    Nothing in this Clause shall be construed as limiting the right of the
       Purchaser to terminate this Agreement in whole or in part in accordance
       with any provision of this Agreement or at law as a consequence of such
       late delivery or completion.


5.     INSPECTION AND ACCEPTANCE

5.1    Those elements of the Initial Acceptance Tests to be carried out at the
       Contractor's facilities shall be undertaken by the Contractor at least
       fourteen (14) days prior to  delivery of the Initial System and the
       Expansion System respectively.  The Contractor shall give to the
       Purchaser not less than seven (7) days notice in writing of the date and
       time on and at which the aforementioned Initial Acceptance Tests shall be
       performed and the Purchaser shall have the right to be present throughout
       and witness the same.  The Contractor shall within 7 days of completion
       of the tests, supply the test results of the aforementioned Initial
       Acceptance Tests to the Purchaser.

5.2    Those elements of the Initial Acceptance Tests to be carried out at the
       Site shall be undertaken by the Contractor within 10 days after receiving
       written notice from the Purchaser to carry out the same, such notice to
       be given by the Purchaser at least twenty-one (21) days before the
       anticipated commercial launch of the System as specified in the Proposed
       Delivery Schedule.  The Contractor shall give to the Purchaser not less
       than seven (7) days notice in writing of the date and time on and at
       which the aforementioned Initial Acceptance Tests shall be performed and
       the Purchaser shall have the right to be present throughout and witness
       the same. The Contractor shall within 7 days of completion of the test,
       supply the test results of the aforementioned Initial Acceptance Tests to
       the Purchaser.

5.3    Upon completion of the Initial Acceptance Test referred to in clause 5.2,
       the Purchaser shall notify the Contractor either:-

       (a)    of its acceptance of the Initial Acceptance Tests in which case
              Initial Acceptance of the Initial System or the Expansion System
              (in the latter case, only applicable when the Purchaser exercises
              the Option) shall have occurred upon the issuance of an Initial
              Acceptance Certificate; or

       (b)    of those particulars in respect of which the System does not fully
              comply with or perform in accordance with the Specifications and
              the Proposal, then upon remedy of such particulars and compliance
              of the System with the requirements of this Agreement, the
              Purchaser shall accept the Initial System or the Expansion System
              (in the latter case, only applicable when the Purchaser exercises
              the Option) whereupon an Initial Acceptance Certificate shall be
              issued.

       Both parties agree that upon the issuance of the Initial Acceptance
       Certificate, the Initial Acceptance shall be deemed to have occurred.

5.4    (a)    Service Acceptance means acceptance of the Initial System by the
              Purchaser when the Initial System and each and every feature
              thereof described in the Proposal, is compatible and integrated
              with every other item of the System and has operated in a
              technically and commercially acceptable manner to the

<PAGE>

              Purchaser for a consecutive period of ninety (90) days from date
              of connection of the Initial System to the GSM System; or

       (b)    Service Acceptance means acceptance of the Expansion System by the
              Purchaser when the Expansion System and each and every feature
              thereof described in the Proposal, is compatible and integrated
              with every other item of the System and has operated in a
              technically and commercially acceptable manner to the Purchaser
              for a consecutive period of ninety (90) days from date of
              connection of the Expansion System to the GSM System.

       The Purchaser shall issue a Service Acceptance Certificate to the
       Contractor upon the occurrence of Service Acceptance described at 5.4 (a)
       or 5.4 (b) above, as relevant.  Both parties agree that upon the issuance
       of the relevant Service Acceptance Certificate, the relevant Service
       Acceptance, shall be deemed to have occurred.

5.5    The Work may at any time and from time to time be inspected or evaluated
       by the Purchaser and the Purchaser shall notify the Contractor of those
       particulars in respect of which the Work does not fully conform to the
       requirements of this Agreement.

5.6    Remedy of any particulars referred to in this Clause 5 or repeat tests as
       required by the Purchaser shall be effected or undertaken by the
       Contractor at its cost, promptly upon receipt of notice by the Purchaser.
       If the Contractor fails to remedy any such particulars promptly, the
       Purchaser may elect to have any or all such particulars remedied through
       other means, in which event the Contractor shall pay all reasonable costs
       incurred by the Purchaser in so remedying such particular(s); provided
       that the Purchaser shall provide the Contractor with a written notice
       reasonably setting out the reasons that the Purchaser believes that the
       Contractor has failed to remedy such particulars.

5.7    Nothing in this Clause shall relieve the Contractor of its obligation to
       comply with the delivery schedule referred to in Appendix A hereof, nor
       limit the Purchaser's right to terminate this Agreement, in whole or in
       part, in accordance with other provisions of this Agreement or at law.

5.8    If, in relation to the First Delivery, the Second Delivery or the
       Expansion System, the Site is not ready for installation of the relevant
       Equipment within sixty (60) days of the Milestone date applicable to that
       delivery as specified in Appendix A:

       (i)    the Purchaser will be deemed to have accepted the Phase I
              Deployment or Phase II Deployment of the Initial System (or the
              Expansion System), as the case may be) and to have issued an
              Initial Acceptance Certificate in accordance with Clause 5.3(a) on
              the sixty first (61st) day after the applicable Milestone date (or
              the milestone set for delivery of the Equipment to be delivered
              under the Expansion) ; and

       (ii)   the Purchaser will be deemed to have accepted the Phase I
              Deployment or Phase II Deployment of the Initial System (or the
              Expansion System), as the case may be) and to have issued a
              Service Acceptance Certificate under Clause 5.4 (a) or 5.4(b) (as
              relevant) on the ninety first (91st  ) day after the applicable
              Milestone

<PAGE>

              date (or the milestone set for delivery of the Equipment to be
              delivered under the Expansion).


6.     TITLE AND ASSUMPTION OF RISK

6.1    The Contractor warrants to the Purchaser that it will deliver to the
       Purchaser good title to each and every item comprised in the Equipment
       and the rights to use the Software, free from any claim, lien, pledge,
       mortgage, security interest, charge or other encumbrance, including, but
       not by way of limitation, those arising out of the performance of the
       Work.

6.2    Subject to Clause 7 below title to Equipment shall pass to the Purchaser
       upon delivery of the Equipment to the Delivery Point.  After the issuance
       of the relevant Service Acceptance Certificate in respect of any
       Equipment, the Purchaser shall be free to deal with, use, dispose of by
       sale or otherwise, pledge, charge or place any other encumbrance over the
       Equipment, as the Purchaser shall in its sole discretion deem fit.

6.3    The Contractor shall bear the full risk of loss for all Equipment,
       Software and other items of the Work until title thereto has passed to
       the Purchaser pursuant to Clause 6.2.  In the event that any item of Work
       is returned to the Contractor for remedy of any fault or non-performance,
       risk shall pass back to Contractor at the point of dispatch.

6.4    Title to and the rights in Software shall be in accordance with the
       provisions of Clause 10 below.


7.     WARRANTY OF THE WORK, EQUIPMENT, SOFTWARE AND SERVICES

7.1    Without limiting any other warranties or undertakings contained in this
       Agreement or implied by law, the Contractor warrants and undertakes that:

       (a)    each item of the System will in all respects conform to, perform
              in accordance with, have the features and otherwise meet the
              Proposal and Specifications;

       (b)    the System and each item of the Equipment and Software shall be
              properly and completely installed;

       (c)    all the Work to be provided hereunder shall conform in design,
              performance and materials to the requirements of this Agreement
              and shall be free from defects in design, material, performance or
              workmanship for the Warranty Period (however, defects which the
              Purchaser considers to be non substantial and

<PAGE>

              routine in the Software shall not be regarded as a breach of this
              Warranty) and be of the most suitable grade and quality for the
              purpose intended;

       (d)    all Services to be provided hereunder shall be performed in a
              skillful and workmanlike manner, both in accordance with the
              Proposal and all applicable Specifications and other requirements
              of this Agreement;

       (e)    each item of Equipment and Software comprised in the Initial
              System will be compatible and integrated with every other item of
              the System and the Expansion System will be compatible and
              integrated with the Initial System and the System;

       (f)    the Software will conform with the Contractor's then current
              published specifications when delivered and will represent the
              latest and most up to date version; and

       (g)    each item of Equipment and Software supplied by the Contractor
              will not infringe any patent, copyright, trade secrets or
              proprietary rights of the Purchaser and any third party.

       The above warranties ("the Warranties") shall continue to apply
       notwithstanding any acceptance of all or part of the Work, or payment by
       the Purchaser.

7.2    The Purchaser shall be entitled at any time during the Warranty Period
       and irrespective of prior inspections or acceptances, to reject any item
       of the Software or Equipment not conforming with any of the Warranties.
       During the Warranty Period the Contractor shall, at no cost to the
       Purchaser, make good and rectify such Equipment or Software or, at the
       Purchaser's option, the Contractor shall replace any item of Equipment or
       Software not conforming with the Warranties with conforming Equipment or
       Software.  Any Equipment or Software not conforming to any of the
       Warranties shall be repaired or replaced at the Site unless the
       Contractor is not reasonably able to do so in which case it shall be
       returned to the Contractor with risk passing as provided for in Clause
       7.5 hereof.  If the Contractor fails to correct or replace such defective
       Equipment promptly after notification and authorization from the
       Purchaser, the Purchaser may, by agreement or otherwise, correct or
       replace such defective Equipment and recover the cost thereof from the
       Contractor.  After notification of a defect to the Contractor, the
       Purchaser may elect not to require correction or replacement of such
       defective Equipment and, in such event, the Contractor, if required by
       the Purchaser, shall refund such portion of the price as is equitable in
       the circumstances as agreed between the parties or in default of
       agreement as determined under Clause 21.

7.3    The Warranties shall continue as to corrected or replaced items for the
       balance of the Warranty Period of the corrected or replaced item or for
       ninety (90) days after the date of acceptance by the Purchaser of the
       corrected or replaced items, whichever is longer.

7.4    Shipping, freight and insurance charges, in respect of warranty claims
       during the Warranty Period shall be met by the Contractor.  Such charges
       shall be prepaid by the Contractor or, it the Purchaser agrees, paid by
       the Purchaser on the Contractor's behalf in which case any such charges
       shall be reimbursed by the Contractor under Clause 8.3 or may (at the
       Purchaser's option) be set-off by the Purchaser under Clause 8.4.

<PAGE>

       In the event that the parties determine and agree that a warranty claim
       was incorrectly made, the Purchaser shall be liable for such charges in
       respect of that claim.

7.5    Any item replaced will, subject to Clause 7.3 hereof, be deemed to be on
       an exchange basis and the item provided to the Purchaser in exchange
       shall be the sole property of the Purchaser.  Title of the item to be
       replaced shall pass to Contractor on acceptance of the new item by the
       Purchaser.  Risk in the item to be replaced shall pass to Contractor at
       point of dispatch.  Title and risk of the replacement item shall pass to
       the Purchaser upon acceptance of that item.

7.6    The Contractor shall effect repair, correction or replacement of any
       defective item as soon as possible and in any event within thirty (30)
       days from receipt of the item at its facilities or, from the date of
       receipt of notice of defect if the Contractor repairs or replaces the
       defective item at the Site, save where the defect in the sole opinion of
       the Purchaser causes downtime or impacts the performance of the System in
       which case the repair or replacement must be provided in accordance with
       the procedures and time limits specified in the Customer Advocacy Plan.

7.7    Any dispute as to the applicability of any warranty claim shall be
       resolved in accordance with Clause 21 hereof.

7.8    The Contractor shall provide the facilities and services set out in the
       Customer Advocacy Plan. If the Purchaser so requires, the Contractor and
       the Purchaser shall enter into a Maintenance and Support Agreement, in
       the terms of the draft Maintenance and Support Agreement contained in
       Schedule 4. A manager shall be designated as being responsible to the
       Purchaser for provision of facilities and services to be provided under
       the Customer Advocacy Plan (and the Maintenance and Support Agreement, if
       the parties enter into the same). Such manager shall be designated as a
       "Key Person" in accordance with the terms of Clause 17.1 hereof and shall
       be provided with full representative authority to bind the Contractor in
       respect of any warranty claim made by the Purchaser.

7.9    During an emergency, the repair of Equipment or any specific work must be
       performed by qualified staff of the Purchaser, who have undertaken the
       training organized by the Contractor.  The Purchaser shall inform the
       Contractor the details of fault and repair in writing, within 24 hours
       after emergency repair and any work so performed by the Purchaser's staff
       shall not invalidate any Warranties provided reasonable care is taken
       during such repair.


8.     PAYMENTS

<PAGE>

8.1    The applicable fixed prices for the Work set out in Appendix B hereof,
       shall be invoiced by the Contractor as they fall due as follows:

       (a)    ten percent (10%) upon receipt of purchase order for First
              Delivery and the Second Delivery (as provided for in Appendix B)
              in respect of the Initial System or, if later, upon receipt by the
              Purchaser of an import license for the Equipment from government
              authorities in Sri Lanka; and ten percent (10%) upon receipt of
              the purchase order for the Expansion System;

       (b)    sixty-five percent (65%) upon the issuance of the Initial
              Acceptance Certificate in accordance with Clause 5.3 or the deemed
              issuance of the Initial Acceptance Certificate under Clause 5.8;

       (c)    twenty percent (20%) upon receipt of the relevant Service
              Acceptance Certificate as set out in Clause 5.4 or the deemed
              issuance of the Service Acceptance Certificate pursuant to Clause
              5.8; and

       (d)    five percent (5%) upon expiry of the Warranty Period or, if later,
              ninety (90) days after the acceptance by the Purchaser of any
              corrected or replaced items under Clause 7.3.

       (e)    In addition, the Contractor shall be entitled to invoice the
              Purchaser for the price of service orders as described in Appendix
              B, in accordance with the following payment schedule:

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------
        MILESTONE                             PAYMENT (% OF CONTRACT / ORDER
                                              SUM)
-------------------------------------------------------------------------------
<S>                                           <C>
        Placement of order (i.e. upon         10 %
        ordering) or, if later, upon receipt
        by the Purchaser of an import
        license for the Equipment from
        government authorities in Sri Lanka
-------------------------------------------------------------------------------
        a.     Customer Training              90 % on completion
-------------------------------------------------------------------------------
        b.     Maintenance Service or On-     Quarterly payment in advance
               site Engineering Support
-------------------------------------------------------------------------------
        c.     Installation & Commissioning   -      same as 8.1 (a) - (d)
-------------------------------------------------------------------------------
</TABLE>

8.2    Each payment in accordance with Appendix B and Clause 8.1 hereof shall be
       paid within thirty (30) days following receipt by the Purchaser of a duly
       executed invoice  correctly submitted by the Contractor certifying that
       all the requirements for a particular payment for which payment is
       claimed have been fully completed.  No partial delivery payments will be
       made.  If the Purchaser concludes that the requirements have not been
       fulfilled, the applicable payment shall not be made until the end of the
       month following the

<PAGE>

       month of receipt of a correctly submitted invoice and after the Purchaser
       has determined that the requirements have been completed.

8.3    REFUNDS BY CONTRACTOR

       Any refund payable by the Contractor under this Agreement shall be paid
       within thirty days (30) following formal written notification by the
       Purchaser of required refund unless deducted by the Purchaser from
       amounts due to the Contractor pursuant to paragraph 8.4 of this Clause.
       Any dispute which may arise from the provisions of this Clause shall be
       resolved in accordance with the terms of Clause 21 hereof.

8.4    RIGHT OF SET-OFF

       Any amount to be paid, credited or refunded by the Contractor to the
       Purchaser under this Agreement may be deducted from any payments due, or
       to become due by the Purchaser to the Contractor on any account.


9.     TAXES AND DUTIES INDEMNITIES

9.1    The Contractor shall assume responsibility for, and shall hold the
       Purchaser harmless from, all taxes, duties, and similar liabilities,
       including any interest or penalties related thereto, which may be
       required to be paid by the Contractor under any present national, or
       local law or laws, which become due by reason of the exportation of the
       Equipment and Software to Sri Lanka and/or the performance of the Work in
       Sri Lanka or any subcontract hereunder, and shall execute and deliver any
       instruments, and comply with any requirements of such laws, as may be
       necessary thereunder to effectuate this Agreement.


10.    OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS AND SOFTWARE LICENSES

10.1   All Intellectual Property Rights in the Software and Documentation shall
       remain vested in the Contractor.

10.2   The Contractor, as licensor, hereby grants the Purchaser, as licensee, a
       royalty-free, perpetual, non-exclusive, irrevocable, worldwide license in
       the Intellectual Property Rights in the Software and Documentation, for
       which the use fee has been included in this Agreement, in so far as
       necessary to enable the Purchaser to:

       (a)    use the Software and Documentation; and

       (b)    duplicate any Software and Documentation for back-up purposes
              only.

10.3   The Software shall be supplied to the Purchaser in a machine readable
       form or stored in semi-conductor memories.

10.4   A master copy of the Software and Documentation (the "Master Copy") shall
       be kept in escrow by an independent third party agreed between the
       parties.  The Master Copy

<PAGE>

       shall only be released in the circumstances set out in Clause 24.1 (c) or
       upon the receipt of a written demand executed by both parties.

10.5   The Purchaser agrees to take all reasonable steps necessary to ensure
       that the Software is not disclosed or duplicated in whole or in part for
       use by third parties, including those steps the Purchaser would take to
       protect information, data or other property of its own which it regards
       as proprietary or confidential.

10.6   In the event that the Purchaser should dispose, resell or divest itself
       of any Equipment in the System which includes any Software, the Purchaser
       shall promptly notify the Contractor of such activity and ask for the
       Contractor's written consent (such consent shall not be unreasonably
       withheld) to a royalty free transfer of the license referred to at Clause
       10.7.  Such request shall be promptly dealt with by the Contractor.  In
       the event that the Contractor fails to respond to such request by the
       Purchaser within 30 days of the request, the Contractor shall be deemed
       to have given such consent.

10.7   Forthwith upon signing of this Agreement, the Contractor and the
       Purchaser shall execute a software license, on terms to be agreed upon
       between the parties.  In the event of any inconsistency between this
       Agreement and the terms of the software licenses, the provisions of this
       Agreement shall prevail to the extent of any inconsistency.


11.    INTELLECTUAL PROPERTY RIGHTS - WARRANTY AND INDEMNITY

11.1   The Contractor warrants that it has all Intellectual Property Rights
       necessary to enable the Contractor to meet its obligations under this
       Agreement.

11.2   The Contractor further warrants that the supply or undertaking of any
       item of the Work, and the installation and commissioning of the System,
       will not infringe (or cause the Purchaser to infringe by reason of use of
       the System or otherwise) the Contractor's  or any third party
       Intellectual Property Rights.  The Contractor shall indemnify the
       Purchaser completely and at all times from all damages costs and expenses
       arising from any claim or demand based on an allegation of such
       infringement.  The Contractor shall, at the request of the Purchaser,
       defend at the Contractor's own cost any or all such claims or demand.

11.3   In the event of any such claim or demand, or in the opinion of the
       Contractor such a claim or demand is likely, then the Contractor shall at
       its own option and expense either:

       (a)    secure a license or other arrangement to enable the Purchaser to
              continue to use or receive the benefit of the Work undertaken by
              the Contractor and of the System; or

       (b)    modify that aspect of the Work which is claimed to be an
              infringement such that it no longer constitutes an infringement.
              Any such modification shall not degrade performance; or

       (c)    the Contractor shall refund the purchase price to the Purchaser.

<PAGE>

       The provisions of this Clause shall be without prejudice to the
       Purchaser's right of seeking full indemnity from the Contractor as set
       out in Clause 11.2 above.

11.4   Notwithstanding Clause 16, the Contractor shall not be liable in respect
       of any patent infringement or copyright infringement, for incidental or
       consequential damages including but not limited to loss of profit or
       revenues, loss of use of products or any associated equipment, cost of
       capital, cost of substitute products, facilities or services or downtime
       services.


12.    TRAINING

12.1   The Contractor shall provide the training to the Purchaser's staff at the
       costs specified in Appendix B, if the Purchaser elects.


13.    OPTION

13.1   The Purchaser may at its absolute discretion any time on or before the
       date falling six months after the acceptance of the Second Delivery (or
       such later date as the parties shall agree) by notice in writing to the
       Contractor exercise the Option to acquire all or part of the Expansion
       System whereupon the Contractor shall be bound to supply and install the
       Expansion System in accordance with this Agreement.

13.2   Any Equipment, Software, Documentation, or Services ordered pursuant to
       this Clause shall be produced, delivered and provided in accordance with
       all the terms and conditions of this Agreement (and in particular but
       without limitation Appendix A) to the extent that they are reasonably
       capable of applying thereto.


14.    CONFIDENTIALITY

14.1   Each party shall, and shall procure their respective agents and employees
       to keep confidential all trade secrets, technical data or other
       information of a confidential nature belonging to or obtained from the
       other party until same shall have become generally known to persons
       engaged in similar business otherwise than through disclosures on the
       part of the parties or their respective agents or employees.

14.2   As a condition precedent to this Agreement, both parties shall enter into
       a Confidentiality Undertaking in the form attached hereto as Schedule 5,
       and the obligations, notices and covenants thereunder shall be cumulative
       and in addition to those set out in Clause 14.1.  In the event of
       inconsistency between the Confidentiality Undertaking and Clause 14.1,
       the Confidentiality Undertaking shall prevail.


15.    LOSS AND DAMAGE INDEMNITY

15.1   The Contractor shall be liable for, and shall indemnify the Purchaser
       against any expense, liability, loss or claim in respect of personal
       injury to, or death of any person

<PAGE>

       arising out of any negligent act or omission of the Contractor or of any
       person for whom the Contractor is responsible.

15.2   The Contractor shall be liable for and shall indemnify the Purchaser
       against any expense, liability, loss or claim in respect of loss or
       damage to any property insofar as loss or damage arises out of any
       negligent act or omission of the Contractor.

15.3   The indemnities contained in this Clause 15 shall include any Claims by
       the Purchaser for loss of prospective profits or incidental or
       consequential damages.


16.    INSURANCE

16.1   Without limiting the Contractor's obligations, responsibilities and
       liabilities under any other clause of this Agreement, the Contractor
       shall effect and maintain in force the insurance contained in this Clause
       16.

16.2   GENERAL INSURANCE OBLIGATIONS

       (a)    All insurance to be taken out by the Contractor shall be effected
              with insurers or, as the case may be, protection and indemnity
              associations, and in terms approved, in both cases, by the
              Purchaser (which approval shall not be unreasonably withheld) and
              for this purpose the Contractor shall submit to the Purchaser at
              least fourteen (14) days prior to the date for commencement of any
              works under this Agreement the identity of insurers or protection
              and indemnity associations and the terms of such insurances.
              Thereafter the Contractor shall whenever required produce to the
              Purchaser a certificate of insurance and proof of payment of the
              current premiums.  In addition to such certificate of insurance,
              the Contractor shall notify the Purchaser of all policy exclusions
              and conditions which could affect the rights of the Purchaser.
              Provided always that, subject to 16.2 (c), the approval of the
              Purchaser as aforesaid to all insurance which the Contractor is
              obliged to effect shall be a condition precedent to the Contractor
              being given possession of the Site under this Agreement, but shall
              not, for the avoidance of doubt, delay the date for commencement
              of the works pursuant to this Agreement.

       (b)    The Contractor shall bear the cost of all excesses, exclusions and
              limitations applying under all insurance policies, in so far as
              they concern risks for which he is responsible under the terms of
              this Agreement.  In the event of any claims under the insurances,
              any cost that may be incurred by the Purchaser in respect of the
              excesses shall be recoverable from the Contractor by the Purchaser
              as a debt or may be deducted by the Purchaser from any monies due
              or to become due to the Contractor under this Agreement.

       (c)    If the Contractor shall fail upon request to produce to the
              Purchaser satisfactory evidence that there is in force the
              insurance referred to in this Clause 16 or any other insurance
              which he may be required to effect the terms of this Agreement
              then and in any such case the Purchaser may, without prejudice to
              the Purchaser's right to reclaim from the Contractor any premiums
              paid by the Purchaser from the Contractor, give possession of Site

<PAGE>

              to the Contractor to commence works and effect and keep in force
              any such insurance and pay such premium or premiums as may be
              necessary for that purpose and from time to time deduct the amount
              so paid by the Purchaser as aforesaid from any monies due or which
              may become due to the Contractor or recover the same as a debt due
              from the Contractor.

       (d)    Without prejudice to the other provisions of this Clause 16, the
              Contractor shall ensure and shall cause any sub-contractor of any
              tier to ensure that the interest of the Purchaser is endorsed on
              any policy of insurance which provides cover in relation to any of
              the contractor's liabilities under this Agreement.

       (e)    The Contractor shall promptly supply to underwriters and/or
              insurers all documentation and information which they may
              reasonably require to effect and maintain the insurance referred
              to in this Clause 16.

       (f)    The Contractor shall at all times take all necessary precautions
              to prevent loss or damage to the Works or any part thereof and the
              Contractor shall not do anything or cause or permit any of its
              sub-contractors to do anything, whether on or off the Site, which
              would or might, render voidable any policy of insurance required
              by this Agreement.

16.3   Transport Insurance and CONTRACTOR'S EMPLOYEES' COMPENSATION INSURANCE

       (a)    Transport insurance and the Contractor's Employees' Compensation
              Insurance Policy (to the extent applicable to the Contractor's
              obligations under this Agreement) is to be taken out with an
              insurance company approved by the Purchaser.  The policy and
              premium receipt are to be deposited with the Purchaser prior to
              shipment and commencement of the works.

       (b)    The policy shall cover the period from (i) in the case of shipment
              of the Equipment, the date on which the Equipment is transported
              from the Contractor's warehouse in the United States to the date
              on which title to the Equipment is transferred to the Purchaser in
              accordance with this Agreement and (ii) in the case of Employee's
              Compensation Insurance, the date for commencement of the works
              until Service Acceptance in accordance with Clauses 5.4 (a), 5.4
              (b) or 5.8.

       (c)    The Employee's Compensation Insurance policy shall be issued on a
              'Joint Named' basis, i.e. in the name of the Contractor and of all
              Sub-contractors whilst engaged about the works and shall be
              endorsed to cover the Purchaser's liability to employees of the
              Contractor and all sub-contractors under applicable laws in Sri
              Lanka .

16.4   INSURANCE OF WORKS

       (a)    The Contractor shall insure and keep insured in the joint names of
              the Contractor, all sub-contractors, the Purchaser and any other
              parties with an insurable interest that the Purchaser may elect,
              any works together with

<PAGE>

              materials for incorporation therein to the full replacement cost
              plus an additional 10% to cover any additional costs that they may
              arise incidental to the rectification of any loss or damage
              including professional fees, cost of demolition and removal of
              debris.

       (b)    The insurance shall cover the Contractor, all sub-contractors, and
              the Purchaser and any other parties elected by the Purchaser as
              aforesaid against all loss or damage from whatsoever cause arising
              from the date for commencement of the works until the date of
              completion which shall take place upon Service Acceptance in
              accordance with Clauses 5.4 (a), 5.4 (b) or 5.8 (and thereafter in
              respect of risks arising as a result of performance of the
              Warranties, imposed at Clause 7).

16.5   THIRD PARTY INSURANCE

       (a)    The Contractor shall insure in the joint names of the Contractor,
              sub-contractors and the Purchaser against liabilities for death of
              or injury to any person (other than any operative or other person
              in the employment of the Contractor or any of his sub-contractors)
              or for loss of or damage to any property (other than the works)
              arising out of the execution of this Agreement from whatsoever
              cause.

       (b)    The insurance shall be taken out for at least the limit of
              US$7,000,000 in respect of any one occurrence during the period of
              insurance.  If the Contractor considers the above-mentioned limit
              of indemnity for any one accident to be inadequate to cover its
              contractual obligations he is at liberty to increase the limit of
              indemnity but any extra premium shall be at his own expense.

       (c)    The insurance policy shall include a cross liability clause such
              that the insurance shall apply to the Contractor and his
              Sub-contractors and to the Purchaser as separately insured
              parties.

       (d)    The insurance shall cover from the date for commencement of the
              works under this Agreement until Service Acceptance in accordance
              with Clauses 5.4 (a), 5.4 (b) or 5.8.  The policy and premium
              receipts are to be deposited with the Purchaser prior to
              commencement of the works.

       (e)    The policy shall provide that existing property of the Purchaser
              shall be treated as property of a third party for the purposes of
              the policy.


17.    KEY PERSONNEL AND PROGRESS REPORTS

17.1   The Key Person or individual who is necessary for the successful
       performance throughout the term of this Agreement shall be Mr. Arthur T.
       H. Yeung until otherwise notified in writing as set out in Clause 17.2
       below.

17.2   All key personnel designated by the Contractor shall be subject to
       approval by the Purchaser.  Key personnel approved by the Purchaser shall
       not be removed from the

<PAGE>

       performance of the Work unless replaced with personnel of substantially
       equal qualifications and abilities, who are approved by the Purchaser.
       Nothing in this Clause shall relieve the Contractor of any of its
       obligations or its responsibility for any acts or omissions of its key
       personnel under this Agreement.

17.3   The Contractor shall provide to the Purchaser written or verbal progress
       reports regarding the Contractor's activities and progress in connection
       with the Works, at such times as the Purchaser may reasonably require
       (not less than monthly) in such form and disclosing such information as
       the Purchaser may reasonably require.


18.    CHANGES

18.1   Either party may, at any time, by written change proposal, request
       changes to be made to the Specifications.  Upon such change proposal
       being made by either party, the Contractor shall provide the Purchaser
       with a proposed schedule of all alterations which would need to be made
       to the terms and conditions of this Agreement and, if applicable, the
       fixed prices, as a consequence of such proposed change.  The provisions
       of Clause 1.3(b) shall not be considered as a change to the
       Specifications for the purposes of this Clause 18.

18.2   If the parties agree on the implementation of the proposed change,
       including any adjustment to the terms and conditions of this Agreement or
       fixed prices to be made in respect thereof, the Contractor shall proceed
       therewith, as agreed.  If the change has been proposed by the Contractor
       but no such agreement is reached, the proposed change shall not be
       implemented.  If the change has been proposed by the Purchaser, but no
       such agreement is reached, the Contractor shall nonetheless proceed with
       the proposed change if the Contractor could reasonably be expected to
       implement the same, taking into account its abilities and the facilities
       available to it, and an equitable adjustment, if any, to the fixed price
       shall be made in accordance with paragraphs 18.3 and 18.4 hereof.

18.3   If any adjustment is to be made in the fixed prices pursuant to paragraph
       18.2 hereof, the Contractor shall submit to the Purchaser a statement of
       price adjustment, supported by evidence as appropriate, and including a
       detailed breakdown of any increases or decreases in the price of labour,
       materials or other items.  Such statement shall be calculated in
       accordance with the Contractor's regular accounting procedures and shall,
       if required by the Purchaser, be verified at the Purchaser's expense by
       the Contractor's independent auditors.  Any claim by the Contractor for
       an increase in fixed prices shall be deemed waived unless such statement
       is submitted within forty-five (45) days of the date of receipt by the
       Purchaser or the Contractor, as the case may be, of the change proposal
       referred to in paragraph 17.1 hereof.

18.4   If the parties fail to reach agreement on the adjustment of the fixed
       prices, the adjustment shall be determined in accordance with Clause 21
       hereof.  Nothing in this paragraph shall relieve the Contractor of its
       obligation to proceed promptly with the implementation of the directed
       change pursuant to paragraph 18 hereof or with the provision to the
       Purchaser of any Work under this Agreement, as changed.

<PAGE>

19.    ASSIGNMENT OR SUBCONTRACTING OF AGREEMENT

19.1   The Contractor shall not assign, subcontract or delegate, either in whole
       or in part, this Agreement or any of its rights, duties or obligations
       thereunder to any person or entity, use it as capital to establish a
       company, or set up an association with another company for its
       fulfillment, without prior express written approval of the Purchaser,
       which shall not be unreasonably withheld.

19.2   Notwithstanding any conditions under which the Purchaser may, at its sole
       discretion, grant such approval, the Contractor shall remain a guarantor
       to the Purchaser of the performance in accordance with this Agreement and
       all applicable laws, of the assigned, subcontracted or delegated duties
       and obligations.


20.    PUBLICITY RELATED TO AGREEMENT

20.1   The Contractor shall obtain the prior written approval of the Purchaser
       as to the issue, content and timing of news releases, articles,
       brochures, advertisements, prepared speeches or other information
       releases ("Releases") related to the Work or the terms of this Agreement
       (if any), to be issued by the Contractor, a subcontractor or any
       employee, designee, assignee or consultant of either.  Any such Release
       shall be submitted in draft form to the Purchaser for approval as
       aforesaid indicating the countries in which it will appear.  PROVIDED
       THAT the Purchaser's approval shall not be required in respect of any
       disclosures which the Contractor is required to make pursuant to any
       government regulation applicable to the Contractor (but the Contractor
       shall inform the Purchaser in writing of any such disclosure prior to, or
       (if that is not possible) as soon as practicable after such disclosure is
       made).


21.    EXPERT DECISIONS

21.1   This Clause 21 applies to matters which under this Agreement are
       expressly required to be dealt with by this Clause in the event that the
       Purchaser and the Contractor are unable to agree them (namely:- Clauses
       7, 8, 18, and 24).  Any such matter shall be determined by a person
       agreed by the parties or, in default of agreement, nominated at the
       request of either the Purchaser or the Contractor by Institute of
       Engineering in Hong Kong ("Expert") whose decision (acting as an expert
       and not as an arbitrator) shall be final and binding on the parties for
       the purpose of this Agreement .  The costs of the Expert shall be shared
       equally by the Purchaser and the Contractor.  the Purchaser and the
       Contractor shall provide the Expert with such information as the Expert
       may reasonably require.


22.    TIME-LIMITS

22.1   Any time-limit to which this Agreement obliges the Contractor or the
       Purchaser shall be counted from the day following that of the event
       marking the start of the time-limit and shall end on the last day of the
       period laid down.  When the last day of a time-limit is a Sunday or legal
       holiday in the country in which the particular contractual performance

<PAGE>

       is required, to which the time-limit shall apply, this time-limit shall
       be extended to the first working day following.


23.    FORCE MAJEURE

23.1   The term "Force Majeure" as used in this Clause means an event beyond the
       control and without the fault or negligence of the Purchaser, the
       Contractor, or its subcontractors or suppliers hereunder, including acts
       of God, acts of government, fire, flood or storm damage, strikes and
       national labour disputes, earthquakes, war and riot.

23.2   Neither party shall be responsible for delay in performing any obligation
       under this Agreement (other than an obligation as to payment of money)
       within the time-limit required for such performance, due to Force
       Majeure, provided that notice thereof is given to the other party within
       ten (10) days after such event has occurred.

23.3   Upon the occurrence of Force Majeure, and with proper notice as set forth
       above the time-limit for performance shall be extended accordingly,
       provided that the party wishing to rely upon the Force Majeure event
       makes every effort to minimize such delay.  If the delay continues beyond
       a reasonable period, taking into account the requirements of the
       Purchaser for the delayed Equipment or Services or prompt performance of
       any other obligation under this Agreement, the Purchaser may, upon notice
       of thirty (30) days to the Contractor terminate this Agreement in whole
       or in part, without incurring any financial obligations to the Contractor
       as a consequence of such termination.


24.    TERMINATION FOR DEFAULT

24.1   If the Contractor:

       (a)    refuses or fails to proceed with the performance of the Work, or
              any separable part thereof, with such diligence as will ensure its
              completion within the time specified in this Agreement or fails to
              complete the Work within such time and fails to remedy such
              failure or refusal within forty five (45) days of written notice
              from the Purchaser requiring the same; or

       (b)    commits any breach of this Agreement and fails to remedy such
              breach within fourteen (14) days of written notice from the
              Purchaser requiring the same;

       (c)    takes or has taken or instituted against it any action or
              proceeding whether voluntary or compulsory which has as an object
              or is likely to result in the winding up of the Contractor (other
              than a voluntary winding up by members for the purpose of
              reconstruction or amalgamation) or is placed under official
              management or enters into a compromise or other arrangement with
              its creditors or any class of them or if an administrative
              receiver or administrator or receiver or the like is appointed to
              carry on its business or to take control or possession of any of
              its assets for the benefit of its creditors or any of them;

<PAGE>

       (d)    violates any law relating to the prevention of corruption or
              bribery in any jurisdiction;

       the Purchaser may, by notice to the Contractor either:

              (i)    take all or part of the Work not yet performed by the
                     Contractor out of the Contractor's control or out of the
                     control of any other person in whose control or possession
                     such Work or any part thereof may be.  In such event the
                     Purchaser may take-over the Work in whole or in part, and
                     proceed with the same to completion.  The Contractor shall,
                     or shall procure that, forthwith on demand by the Purchaser
                     delivers to the Purchaser all Equipment and Software and
                     components thereof in any way commenced, partly executed or
                     completed under this Agreement and any other things which
                     in the opinion of the Purchaser are necessary for
                     completion of the Work or for the installation and
                     commissioning of the System by the Purchaser.  The
                     Contractor shall be credited for the value of such items as
                     agreed by the Purchaser and the Contractor or in default of
                     agreement as determined by Clause 21 subject always to any
                     liability the Contractor may have to compensate the
                     Purchaser for, or to make good at the Contractor's expense,
                     any breach of this Agreement and shall also procure from
                     any subcontractor, identical rights as are provided herein;
                     and

              (ii)   whether or not the rights under paragraph (i) are
                     exercised, terminate this Agreement, in whole or in part,
                     with immediate effect.

24.2   If the Purchaser so elects to complete all or part of the Works, the
       Contractor shall pay the Purchaser any reasonable costs occasioned by the
       Purchaser in completing the Work or such part of the Work to the extent
       such costs exceed the amount which would have been payable in respect of
       that part of the Work so taken over.

24.3   The rights of the Purchaser under this Clause are in addition to, and
       without prejudice to, or forfeiture of, any other rights or remedies that
       the Purchaser may have under this Agreement or at law as a consequence of
       any default by the Contractor under this Agreement.


25.    GOVERNMENTAL AUTHORIZATION AND COMPLIANCE

25.1   The Contractor warrants that each and every item of Equipment and
       Software and related equipment shall comply with the requirements of the
       Telecommunications Authority applicable in Sri Lanka.

25.2   The Purchaser shall be responsible for obtaining all necessary Sri Lanka
       or foreign government authorizations including but not limited to import
       licenses necessary for the importation, installation and operation of the
       System (subject to the Contractor's obligations under Clause 25.1).  The
       Contractor shall be responsible for obtaining all necessary export
       licenses.

<PAGE>

26.    LANGUAGE AND COMMUNICATION

26.1   The Agreement and all documentation and communications required
       thereunder shall be in the English language.

26.2   All communications pertinent to this Agreement shall be made or confirmed
       in writing, including telex, or facsimile.


27.    NOTICES AND REPORTS

27.1   Any notice or other communication required or permitted to be given by or
       pursuant to this Agreement shall be sufficiently given if given in
       writing and delivered personally or sent by prepaid registered post or
       telex or facsimile to the addresses for the parties specified in Clause
       28.3 or to such other address or such other person as the parties may
       from time to time notify to the other parties in writing.

27.2   Any such notice or other communication issued in accordance with Clause
       28.1 shall be deemed to have been received:

       (a)    if delivered personally, on the date of delivery;

       (b)    if sent by pre-paid post, five (5) days after the date of posting
              unless actually received earlier; or

       (c)    if sent by facsimile, upon confirmation of receipt given to the
              sender by the addressee; or

       (d)    if sent by telex, on receipt of the correct answerback code of the
              addressee at the end of the communication.

27.3   All notices and reports to be provided to the Purchaser or the Contractor
       pursuant to this Agreement shall be sent to the Purchaser or the
       Contractor as follows:

              Position:     Joint Managing Director

              Company:      Lanka Cellular Services (Pvt) Limited

              Address:      4th Floor1119 Maradana RoadColombo 8
                            Sri Lanka


              Position:     Managing Director

              Company:      interWAVE Communications International Ltd.

              Address:      18/F  133 Wanchai Road
                            Wanchai
                            Hong Kong

<PAGE>

       or such other address as may be notified to the other party in accordance
       with this Clause.

27.4   As soon as practicable after the date of this Agreement, the Contractor
       will appoint an agent for service of process in London, England and will
       notify the Purchaser in writing of the name and address of such agent any
       agents appointed in replacement of that agent.


28.    WAIVER AND APPROVALS

28.1   Any failure or delay on the part of the Purchaser in exercising any power
       or right under this Agreement shall not operate as a waiver of such power
       or right.

28.2   Any approvals or consents which may be given by the Purchaser shall not
       prejudice any claim or right of the Purchaser under this Agreement, nor
       constitute any acceptance by the Purchaser of any liability in relation
       to the subject matter of such approval or consent.


29.    ENTIRE AGREEMENT

29.1   This Agreement, the Letter of Intent and the letter agreement dated on or
       about the date of this Agreement confirming certain delivery arrangements
       in relation to the Equipment constitutes the entire Agreement and shall
       apply in connection with the subject matter hereof, and there are no
       other agreements or understandings, written or oral, except as provided
       herein.  Any amendments to or modification of this Agreement except in
       writing and signed by the authorized representatives of the parties
       hereto, shall be void and of no effect.


30.    NO JOINT VENTURE

30.1   Nothing in this Agreement shall be construed to create or evidence a
       partnership or joint venture relationship between the parties hereto.
       Neither party shall hold itself out contrary to the terms of this Clause
       and neither party shall become liable because of any representations, act
       or omissions of the other.  This Agreement is not for the benefit of any
       third party and shall not be deemed to create or evidence any right or
       remedy of any such third party, whether referred to herein or not.


31.    SEVERABILITY

31.1   The whole or any part of any clause in this Agreement that is illegal or
       unenforceable:

       (a)    will be:

              (i)    read down to the extent necessary so that it is legal and
                     enforceable; or

<PAGE>

              (ii)   severed (if it cannot be read down in accordance with
                     paragraph (i);

       (b)    will not affect the continued operation of the remaining
              provisions of this Agreement.


32.    HEADINGS

32.1   The headings to the Clauses of this Agreement are for convenience only
       and shall not be considered for any purpose in interpreting or construing
       this Agreement.


33.    EXPORT CONTROL

       Subject to Clause 35, all Equipment and Software exports will be made
       under the authorization and control of United States export laws and
       regulations adherence to which shall be the sole responsibility of the
       Contractor provided that the liability to The Purchaser under this Clause
       34 shall be limited to an amount equal to two times the total value of
       this Agreement as set out in Appendix B.


34.    RE-EXPORTATION

       The Purchaser shall not, without prior written consent of the Contractor
       and the Office of Export Administration, United States Department of
       Commerce and Department of State, Washington, D.C. 20230, U.S.A.
       knowingly re-export, export, or ship, or cause to be re-exported,
       exported, or shipped, directly or indirectly, any technical data or
       information obtained from the Contractor or from an associated company of
       the Contractor, or any direct or indirect product thereof, to any country
       to which, under the laws of the United States, the Contractor is or may
       be prohibited from exporting its technology or its direct product.  The
       provisions of this clause shall extend automatically to any other
       destination to which the U.S. Office of Export Administration at any time
       during the life of this Agreement restricts or prohibits the export of
       technical data or information or any direct or indirect product thereof.
       The Purchaser's request to the Contractor for direct or indirect
       re-exportation, exportation, or shipping of any technical data,
       information, products obtained from the Contractor or associates of the
       Contractor to any place outside of Sri Lanka shall be handled by the
       Contractor in a timely manner.  In any event, such request by The
       Purchaser shall not be unreasonably withheld by the Contractor.  The
       Purchaser shall also have the right to apply to U.S. Government directly
       for approval of such export.  The Contractor shall provide The Purchaser
       with reasonable assistance in any applications to or dealings with the
       Government of the United States made by The Purchaser.  In the event that
       the Contractor fails to respond to a re-exportation request made by The
       Purchaser within 60 days, the Contractor will be deemed to have consented
       to such re-exportation request.


35.    APPLICABLE LAW

<PAGE>

35.1   This Agreement shall be interpreted, construed and governed by the laws
       of England and the parties hereto submit to the non-exclusive
       jurisdiction of the English courts.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their duly authorised officers as of     December 1999 and hereby
deem that this Agreement shall be effective from the Effective Date.


For the Contractor:                For the Purchaser:


INTERWAVE COMMUNICATIONS           LANKA CELLULAR SERVICES (PVT) LIMITED
INTERNATIONAL LTD.

By                                 By




-----------------------------           ------------------------------

NAME                                    NAME

-----------------------------           ------------------------------
(PRINT IN BLOCK LETTERS)                (PRINT IN BLOCK LETTERS)

TITLE                                   TITLE

-----------------------------           ------------------------------

DATE                                    DATE

-----------------------------           ------------------------------

WITNESS                                 WITNESS

-----------------------------           ------------------------------

<PAGE>

                                   APPENDIX A



                           PROPOSED DELIVERY SCHEDULE

<PAGE>

                                   APPENDIX A
                                   ----------


                           PROPOSED DELIVERY SCHEDULE
                           --------------------------


<TABLE>
<CAPTION>

ACTIVITIES                                                       MILESTONE
<S>                                                              <C>
FIRST DELIVERY:

Phase I, Deliver first 3 clusters equipment to Sri Lanka         FEB 28,2000

Service Acceptance/proposed commercial launch                    JUN 1, 2000


SECOND DELIVERY:

Phase II, Deliver next 4 clusters equipment to Sri Lanka         APR 30, 2000

Service Acceptance/proposed commercial launch                    AUG 1, 2000
</TABLE>




REMARKS:

i.     The above schedule is the shipment schedule from Redwood City interWAVE.

ii.    The deployment schedule must be in agreement with the availability of
       customer facility such as E1, power sources.

<PAGE>

                                   APPENDIX B


                              PRICES AND QUANTITIES

<PAGE>

                                   APPENDIX B
                                   ----------

                              PRICES AND QUANTITIES
                              ---------------------

<PAGE>

                                   SCHEDULE 1


                                 SPECIFICATIONS

<PAGE>

                                   SCHEDULE 1

                       FEATURE DESCRIPTION FOR RELEASE 4.1

Release 4.1 WAVEXchange supports the following features.


4.1.1  RELEASE 4.1 WAVEXCHANGE ADDITIONAL FEATURES LIST


                               BASE FUNCTIONALITY
                               ------------------

              -      Speech Services: MO, MT (GSM900/DCS1800)
              -      Emergency Calls
              -      Integral HLR/VLR (GSM 3.08)
              -      Internal MAP/C and MAP/D interfaces to HLR/MSC (GSM 9.02
                     MAP specification)
              -      BSSMAP Connection / Connection-less (GSM 8.08)
              -      Call Detail Records (GSM 12.05, ASCII formatted)
              -      Performance Reports (GSM 12.04, with proprietary
                     extensions)
              -      Alarm / Event Management (GSM 12.04, with proprietary
                     extensions)
              -      HLR: 4,000 subscriber capacity on the NSS
              -      Private A-Link Multiplexer (PALIM)
              -      Intelligent Call Routing


                               MOBILITY MANAGEMENT
                               -------------------

              -      Mobility Management Standard (GSM 4.08)


                                 CALL MANAGEMENT
                                 ---------------

              -      Call Management Standard (GSM 4.08; DTAP messages
                     supported)


                             SUPPLEMENTARY SERVICES
                             ----------------------

              -      CallerID
              -      Call Forwarding Unconditional (GSM 2.82)
              -      Call Forwarding Conditional (GSM 2.82)
              -      Call Hold (GSM 2.83)
              -      Call Waiting (GSM 2.83)
              -      Call Transfer (GSM 2.91)
              -      Intra-WAVEXchange FAX / Data Services (GSM 2.02 / 2.03)


              BSS SERVICES

              -      No cycling of MS Power
              -      MS Dynamic Power Control on RxQual and RxLev

<PAGE>

              -      Separate Settable HO Margins
              -      MS fast Power Down
              -      Speed Sensitive Microcell HO
              -      BTS Daisy Chain (up to 3)
              -      12.21 standard A-bis Interface to BTS
              -      Racal BSS Testing Support
              -      E1 & TRX  Hot Swap
              -      Enhanced Network Performance Statistics


In addition to Release 4.1 BSS features, the following listed BSS additional
features of Release 2.0 and 3.0 are also equipped with BSS deployment software
load. They are:


4.1.2  RELEASE 2.0 BSS ADDITIONAL FEATURES LIST

              -      No cycling of MS Power
              -      MS Dynamic Power Control on RxQual and RxLev
              -      Separate Settable HO Margins
              -      MS fast Power Down
              -      Speed Sensitive Microcell HO
              -      12.21 standard A-bis Interface to BTS
              -      Racal BSS Testing Support
              -      TRX  Hot Swap
              -      Enhanced Network Performance Statistics
              -      GSM Data Services


4.1.3  RELEASE 3.0 BSS ADDITIONAL FEATURES LIST

              -      BSC capacity :- up to 30 TRXs per BSC;  up to 16 BTSs per
                     BSC
              -      DCS1800 Full-band Radio (WE/MX)
              -      Antenna Receive Diversity
              -      Dynamic Power Control
              -      Direct Retry (Phase 1 and Phase 2 mobiles)
              -      3 TRXs per WAVEXpress BTS
              -      Pre-process Measurement at BTS
              -      WE Daisy-Chain (No Bypass)


RELEASE 4.1 BSS ADDITIONAL FEATURES LIST

              The BSS deployment software load for this project will be Release
              4.1 BSS load; the additional features of this load are summarized
              as below:

<PAGE>

              -      SMS Cell Broadcast
              -      Settable Handover Margin by cell
              -      DTX Downlink
              -      Call Trace -  Phase 1
              -      Double BCCH (BA) Allocation
              -      Call Queuing
              -      Idle Channel Interface Over Threshold Notification
              -      Very Early Assignment
              -      Direct Retry on Congestion
              -      Automatic Hardware Detection
              -      BSC Dual Band - GSM900 & GSM1800
              -      N-2 Software Support
              -      Alarm Management Enhancement
              -      Y2K Compliance

              with detailed elaboration of each feature as below:


4.1.4.1 SMS CELL BROADCAST

              This SMS Cell Broadcast service is analogous to the teletext
              service. It permits a number of unacknowledged general messages to
              be broadcast to all receivers within a particular region. SMSCB
              messages are broadcast to defined geographical areas known as cell
              broadcast areas. These areas may comprise of one or more cells, or
              may comprise the entire PLMN.

              It provides SMS Cell Broadcast capability as defined GSM
              Specification 03.41. It's capabilities and benefits are:

              -      Ability to enter, delete, modify and schedule cell
                     broadcast messages from the OMC.

              -      Supports Background and Normal Messages.

              -      Allows operator to offer specialized services.

              -      Using cell broadcast message it may be possible to indicate
                     on a subscriber's MS whether he is using the in-building
                     network or the PLMN.


4.1.4.2 SETTABLE HANDOVER MARGIN BY CELL

              There are two main types of radio based handover processing
              defined in GSM, namely Rescue and Confinement. Rescue handover is
              performed based on preprocessing RF measurement data collected in
              the uplink and downlink. Both the signal level and quality, and MS
              distance together with the settings of O&M parameters are
              considered to determine the necessity of handover and to evaluate
              the target candidate cell list. Similarly, confinement handover
              decision is made by comparing the computed power budget values
              with a set of O&M thresholds. The

<PAGE>

              feature O&M parameters are introduced to allow greater flexibility
              for the operator to control over the handover decision making
              process.

              It provides the ability to set handover margins on a per cell
              basis. It's capabilities and benefits are:

              -      The settable parameters are Power Budget, RX level and
                     Quality.

              -      Provides greater flexibility to operator to control the
                     handover decision making process.


4.1.4.3 DTX DOWNLINK

              It provides DTX downlink support in addition to existing uplink
              support as defined in GSM Specification 06.31. It's capabilities
              and benefits are:

              -      DTX downlink capabilities is set on a per cell basis by the
                     OMC. This means the BTS can override the request from the
                     MSC.  This is, the BSS can make ultimate decision on
                     providing DTX downlink.

              -      DTX aims at increasing the system efficiency through
                     decrease of the interference level, by inhibiting the
                     transmission of the radio signal when not required from an
                     information point of view.  DTX feature is optional and
                     must therefore be managed.


4.1.4.4 CALL TRACE

       This functional specification describes the Call Trace feature and its
       implementation in the interWAVE WAVEXpress/BSC and WAView/OMC.

       As described in GSM 12.08: The trace facility enables customer
       administration and network management to trace the activities of various
       entities when specific events occur within the PLMN.  This facility
       should also enable the tracing of all the information that is available
       to the PLMN concerning the call path used by the associated entity.

       After integration of the Call Trace functionality into the BSS, the BSC
       will respond to MSC to BSS Invoke Trace messages by compiling trace
       records, and forwarding trace records to an OMC.  The BSS implementation
       of Call Trace will incorporate only a subset of the BSS Call Trace
       functionality defined in GSM 12.08.

       It provides the essential subscriber and equipment trace functionality as
       defined in GSM Specification 12.08.  It's capabilities and benefits are:

       -      Support for 08.08 MSC and BSS Invoke Trace Messages.

       -      Support for normal and priority Basic, Handover and Radio
              BSS Trace Types.

       -      GSM 12.08 Standard BSS Trace Record viewable from OMC.

       -      Enables an operator to trace the activities of various
              network entities when specific events occur within the PLMN
              including the call path used by the entity.

       -      Satisfies regulatory requirement in most countries.


<PAGE>

4.1.4.5 DOUBLE BCCH (BA) ALLOCATION

       The purpose of this feature is to maintain two sets of neighbor lists
       within the BSS. One set is used by the mobile while it is camping on the
       cell in the IDLE mode. The other set is used by the mobile while a call
       is active on the Mobile. This feature allows more control on a cell
       traffic. This feature is useful in case of overlay/underlay cell, where
       the mobile camps on the macrocell in Idle mode and when the call is
       active, it handed over to underlay micro cell where it will have
       different list of neighbors.


       In order to take advantage of this feature, the operator is recommended
       to place all cells in the idle mode list, but only neighboring cells in
       the active list. Since all cells are in the idle list, the mobile will
       not try to reach the cells it was near when it is powered off. This could
       avoid the problem with mobiles accessing cells that are far away when a
       user powers-up the phone.

       It provides capability to maintain both an idle and an active mode
       neighbour list within the BSS. It's capabilities and benefits are:

              -      Allows more control on cell traffic.

              -      It is useful in cases of overlay/underlay cell plan that
                     the mobile camps on the macrocell in idle mode and
                     subsequently is handed over to the underlay microcell.


4.1.4.6 CALL QUEUING

       It provides Call Queuing function as defined in GSM Specification 08.08,
       GSM 04.22 and GSM 12.20.  It's capabilities and benefits are:

              -      Support for queuing during initial assignment, subsequent
                     assignment and handover, and queuing priority.

              -      Support to set queue length, enable/disable priority,
                     assignment request time limit  and handover request time
                     limit from the OMC.

              -      Provides full compliment of viewable operational
                     statistics.

              -      Provides operator the ability to reduce call failure rate.


4.1.4.7 IDLE CHANNEL INTERFERENCE OVER THRESHOLD NOTIFICATION

       The goal of this feature to send a notification to OMC in case
       interference level crosses a threshold set by the operator. BSS shall
       support 6 quality bands and a measurement period. The alarm threshold
       should be settable between 0 and 5. OMC threshold bands should be part of
       templates.

       This feature requires BSS to send a minor alarm every time the
       interference on an Idle TCH/F channel crosses the threshold set by the
       operator. The alarm should be sent as a FailureEventReport against TrxCh
       object with severity as MINOR. BSS should also send a clearing event if
       the interference level goes below threshold set by the operator. BSS
       should keep the history of alarm to reduce the number of alarms sent to
       OMCR. Idle Channel Interference over Threshold alarm is sent for a TrxCh,
       BSS

<PAGE>

       should not repeat the alarm in case interference level for the same TrxCh
       remains above threshold value during next measurement period.

       Operator shall be able to set the threshold value per BTS basis.  All the
       trxch in a bts will use the same threshold value for notification of Idle
       Channel Interference Measurement over Threshold. The default value of
       this threshold should be set to 4.  BSC should also send a major alarm
       against TRX object if half or more than half of these trx channels
       crosses threshold value for interference level.  Operator should also be
       able to disable TrxCh alarms and just see the TRX alarm.

       In existing design we support 6 bands for Idle Channel Interference level
       defined in HandCont object under Bts object.  Operator can set the range
       for all the 6 bands through OMC/NMI.  Default values are shown in the
       table given below.

<TABLE>
<CAPTION>

----------------------------------------------------
         Band       Default Range
----------------------------------------------------
<S>                   <C>
             0        < -110 dBm
----------------------------------------------------
             1        -110 dBm  to  -105 dBm
----------------------------------------------------
             2        -105 dBm  to  -100 dBm
----------------------------------------------------
             3        -100 dBm  to  -95 dBm
----------------------------------------------------
             4        -95 dBm  to  -90 dBm
----------------------------------------------------
             5        > -90 dBm
----------------------------------------------------
</TABLE>

       It provides OMC notification when operator defined Idle Channel
       Measurement thresholds are exceeded.  It's capabilities and benefits are:

       -      The BSS will send a minor alarm to then OMC every time the
              interference level on an idle TCH/F Channel crosses the operator
              defined threshold.

       -      The threshold is settable per BTS from the OMC.

       -      Interference measurements are based on average of measurements
              taken over two minutes intervals.

       -      Provides improved measurement and diagnostic capability.


4.1.4.8 VERY EARLY ASSIGNMENT

       It provides Very Early Assignment as defined in GSM Specification 04.08,
       05.08, 08.08 ad 08.58.  It's capabilities and benefits are:

       -      VEA provides the ability to allocate a TCH at initial assignment,
              when it is probable that the requested connection will need such a
              channel.

       -      The following options are selectable from the OMC: disable, enable
              all, enable emergency calls only, enable only if all SDCCHs are in
              use, enable for emergency call or only if all SDCCHs are in use.

       -      Very early assignment scheme allows the network operator to
              minimize the number of SDCCH channels, thereby maximizing the
              number of TCH channels available. This can result in an increase
              in the call carrying capacity of the cell.

<PAGE>

4.1.4.9 DIRECTED RETRY ON CONGESTION

       When a connection is established, the cell is chosen by the MS according
       to the C1 or C2 cell selection/reselection criterion based on the
       downlink measurements and MS maximum transmission power only.  BSS may
       not agree this is the best cell because the uplink reception quality is
       not taken into account.  Therefore, when a TCH is to be assigned, a
       handover to another cell might be necessary due to the lack of channel
       resources or congestion in the original cell.  This process of
       SDCCH-to-TCH handover at the time of call set-up is called Directed
       Retry.

       Directed Retry On Congestion will make use of the congestion information
       in the original as well as the target cell. When a connection is
       requested and directed retry feature is enabled by the operator, a check
       will be made to verify that the congestion in the given cell is below an
       operator defined threshold, before making a request for a traffic
       channel. If the given cell is already congested, preferred target list
       generated from measurement reports will be used for directed retry. Flow
       chart at the end of the document illustrates the steps for this feature.

       The main thrust is to give more preference to ongoing calls by reserving
       some capacity per cell for incoming handover requests for ongoing calls.
       New O&M parameters are provided to allow the operator to specify the
       traffic load threshold (ranges from 0 to 100%) and the current level of
       traffic congestion (ranges from 0 to 100%).

       The purpose of this feature is to add the ability to consider the
       congestion level of a cell before requesting a traffic channel in that
       cell as a result of a directed retry.  It's capabilities and benefits
       are:

       -      Can be enabled/disabled from OMC.

       -      Provides the operator with the ability to give preference to
              on-going calls by reserving capacity on a per cell basis for HO
              requests.


4.1.4.10       AUTOMATIC TRX HARDWARE DETECTION

       The purpose of this feature is to allow hot insertion and removal of a
       TRX Module in WAVEXpress Chassis.  It's capabilities and benefits are:

       -      Automatic detection and update of a module insertion or removal.

       -      Automatic triggering of diagnostic tests upon insertion.

       -      OMC notification of changes.

       -      OMC update of module identification information

       -      Minimizes downtime due to repairs or system upgrades.

       -      Improves reliability of module identification information.

<PAGE>

4.1.4.11       BSC DUAL BAND - GSM900 & DCS1800

       The purpose of this feature is to provide BSC support for the management
       of both GSM900 and DCS1800 Base stations.

       It supports only string configuration with maximum of four BTS connected
       in chain. The limitation of four comes from the E1 card's current
       hardware, which can only support four Lapd connections.  The philosophy
       followed for the string configuration is during the initialization of
       BTS, a passthrough will be connected by making cross connects in wave
       express and  programming the time slot assignment ram in micro.  All the
       port 0 channels are connected to port 1 channels except the Lapd channel,
       which is read from flash.  This Lapd channel has to be programmed in
       flash before commissioning the BTS.  BTS will try to establish Lapd
       connection with BSC using this timeslot.  As soon as abismgr on the BSC
       having the same e1chan is unlocked, Lapd connection will be established
       and BTS will try to come up.  Care is to be taken that no two BTS in the
       chain should be programmed to come up on the same E1 Lapd channel.  If
       this is done then more distant BTS on the chain will not come up.  After
       BTS comes up, TRX channels will be connected to abis on getting
       notification from  BSC.  Thus Abis channels connected to TRX will also be
       dropped from passthrough. In short all the channels used by a particular
       BTS will not be passed through, while the rest will be.  In case of warm
       start TRX channels will be disconnected from abis channels and these
       disconnect abis channels will be made passthrough.  Also whenever TRX
       channel are disconnected, a passthrough will be connected on the
       corresponding abis channels.

       It's capabilities and benefits are:

       -      General compliance with GSM 03.26 "Multi-band operation of GSM/DCS
              1800 by a single operator.

       -      Operator selectable option of single-band or mixed-band neigbour
              mode.

       -      Operation of mixed-band BTSs in a daisy chain configuration.

       -      Ability to prioritize GSM900 or DCS1800 on cell selection and
              handover.

       -      Provides enhanced capacity due to sharing of BSC and E1 resources.


4.1.4.12       N-2 SOFTWARE SUPPORT

       It provides the ability to upgrade Release N-1 or N-2 BSS to Release N
       BSS without shutting down the BSC.  It's capabilities and benefits are:

       -      The N-2 compatibility feature only implies general GSM 12.21 and
              08.58 interface and functionality between the BSC and then BTS.
              Release specific compatibility must be addressed on a feature by
              feature basis.

       -      Minimizes down time during upgrade of network.


4.1.4.13       ALARM MANAGEMENT ENHANCEMENT

       It provides new TRX and E1 alarms, which consider the service impact to
       the parent BSC or BTS.  It's capabilities and benefits are:

<PAGE>

       -      Applies to TRX and E1 Port Objects only.

       -      Introduces a new attribute and severity, which represent the
              service impact of a TRX or E1 Port alarm on the parent BSC or BTS.

       -      Severity is determined dynamically based on the local severity of
              an event multiplied by a weighting factor based on a variety of
              factors including quantity and use of modules.

       -      Severity classes include Ceased, Critical, Major, Minor, Warning
              Level and indeterminate.

       -      Provides ability to report child object alarms based on service
              impact to parent object when reporting alarm.

<PAGE>

SECTION 4.2 -  PRODUCT SPECIFICATIONS


4.2.1 WAVEXCHANGE CAPACITIES

       Functional capacities of the WAVEXchange hardware are shown in Table 1.

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------
<S>                          <C>
      BSS Support            5 BSC with up to 16 BTS per BSC and
                             up to 60 TRX
-------------------------------------------------------------------------------
      HLR capacity           4000 subscriber record
-------------------------------------------------------------------------------
      Total Subscribers      2000 at 0.1 Erlangs
      Support
-------------------------------------------------------------------------------
                             TABLE 1 - WAVEXCHANGE
</TABLE>

4.2.2  WAVEXPRESS/BTS CAPACITIES

Functional capacities of the WAVEXpress/BTS hardware are shown in Table 2.

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------
<S>                                 <C>
        Number of TRX per BTS       3 TRX per BTS
-------------------------------------------------------------------------------
                            TABLE 2 - WAVEXPRESS/BTS
</TABLE>


4.2.3  TURBOWAVE/BTS CAPACITIES
       Functional capacities of the TurboWAVE/BTS hardware are shown in Table 3.

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------
<S>                                 <C>
        Number of TRX per BTS       2 TRX per BTS for 4 watts in 1 ant.
                                    operation
                                    2 TRX per BTS for 8 watts in 2 ant.
                                    operation
                                    1 TRX per BTS for 16 watts in 1 ant.
                                    operation
-------------------------------------------------------------------------------
                            TABLE 3 - TURBOWAVE/BTS
</TABLE>


<PAGE>

4.2.4  WAVEXPRESS/BSC CAPACITIES
       Functional capacities of the WAVEXpress/BSC hardware are shown in Table
       4.

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------
<S>                                 <C>
        BTSs per BSC                16 BTSs supported per BSC
-------------------------------------------------------------------------------
        Daisy Chain                 Up to 4 BTS per chain
-------------------------------------------------------------------------------
        TRX Per BSC                 30 TRX supported per BSC
-------------------------------------------------------------------------------
        Interface Links             maximum of (16) E1 links (2.048 Mb/s)
-------------------------------------------------------------------------------
        A-Interface Support         A-interface to Siemens MSC
                                    A-interface to Nokia MSC
                                    A-Interface to Ericsson MSC
                                    A-Interface to Lucent MSC
                                    A-Interface to Alcatel MSC
                                    A-Interface to Nortel MSC
-------------------------------------------------------------------------------
                            TABLE 4 - WAVEXPRESS/BSC
</TABLE>


<PAGE>

4.2.5  WAVEXCHANGE, WAVEXPRESS/BTS/BSC & TURBOWAVE/BTS PLATFORM SPECIFICATIONS
       General specifications of the WAVEXchange, WAVEXpress/BTS/BSC &
       TurboWAVE/BTS platform.

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------
<S>                                 <C>
        Chassis                     9 Slot 6U Eurocard Form Factor; Front
                                    Panel Service Access
-------------------------------------------------------------------------------
        Chassis Size                23 cm (width) x 65 cm (height) x 36 cm
                                    (depth)
-------------------------------------------------------------------------------
        Weight                      Approx. 20 kg full configuration
-------------------------------------------------------------------------------
        Operating Temperature       00C to +450C
-------------------------------------------------------------------------------
        Humidity                    10% to 90% non-condensing
-------------------------------------------------------------------------------
        Thermal Shock               +50C per minute
-------------------------------------------------------------------------------
        Altitude                    -300 to +3000 Meters
-------------------------------------------------------------------------------
        Vibration acceleration      5 to 100 Hz with 2G acceleration
-------------------------------------------------------------------------------
        Mechanical Shock            20 G for 6 msec (half sine)
-------------------------------------------------------------------------------
        Power Consumption           350 W power supplies (Modular)
-------------------------------------------------------------------------------
        Input Power Options         Single AC line (with 20 A min. @ 110 VAC)
                                    or -48 VDC
-------------------------------------------------------------------------------
        AC Input Power              90-130 & 180-264 VAC auto selecting 47-63
                                    Hz
-------------------------------------------------------------------------------
        AC Input Protection         Fused
-------------------------------------------------------------------------------
        Power Specifications:            V(min)          V(max)      AMPS(max)
-------------------------------------------------------------------------------
        AC Input                      90 VAC         264 VAC        10 Amps @
                                     (47-63Hz)       (47-63Hz)      85 VAC
-------------------------------------------------------------------------------
        -48VDC Input                     -35 VDC        -63 VDC       20 Amps
-------------------------------------------------------------------------------
        Power Factor                0.65
-------------------------------------------------------------------------------
        Input Harmonic Current      IEC555-2 & EN60555-2 Compliant
-------------------------------------------------------------------------------
        Leakage Current             Less than 3.5 mA
-------------------------------------------------------------------------------
        AC In-rush Limiting         Turn on in-rush current will not exceed 80
                                    Amps peak
-------------------------------------------------------------------------------
        Input Transient Protection  Per IEEE C62.41, Category A3.IEC-801-2,
                                    -3,-4,-5 (level 3)
-------------------------------------------------------------------------------
        Cooling                     Forced Air 160 cfm, front intake/exhaust
                                    (not inc. power supplies)
-------------------------------------------------------------------------------
TABLE 5 -  WAVEXCHANGE, WAVEXPRESS & TURBOWAVE PLATFORM SPECIFICATIONS
</TABLE>

<PAGE>

4.2.6  WAVEXchange TECHNICAL DETAILS
       Specifications of the Combo Switch/BSC/BTS hardware are shown in Table 6.

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------
<S>                                 <C>
        Standards Supported         ETSI GSM Phase 2
-------------------------------------------------------------------------------
        Features Supported          Call forward, call barring, call waiting,
                                    interface with PABX and Public MSC, Base
                                    station Controller; GSM RF management,
                                    encryption, power supply redundancy.
-------------------------------------------------------------------------------
        Mobile Interface            GSM full-rate RF interface, 2400 - 9600
                                    bps transparent data and (enhanced full
                                    rate capability in Release 5.0).
-------------------------------------------------------------------------------
        Trunk interface             G.703 compliant, E1 - ISDN/PRI or R2 for
                                    PABX and PALIM for MSC
-------------------------------------------------------------------------------
        Chassis Size                23 cm (width) x 65 cm (height) x 36 cm
                                    (depth)
-------------------------------------------------------------------------------
        Weight                      Approx. 20 kg
-------------------------------------------------------------------------------
        Volume                      81.9 liters
-------------------------------------------------------------------------------
        Operating Temperature       0 (0)C to +45 (0)C
-------------------------------------------------------------------------------
        Humidity                    10 % to 90 % non-condensing
-------------------------------------------------------------------------------
        Thermal Shock               IEC 68-2-14
-------------------------------------------------------------------------------
        Power Requirement           Power consumption: 150 watts, 110/220
                                    volts 50-60 Hz AC, -48 volts DC.
-------------------------------------------------------------------------------
                         TABLE 6 - COMBO SWITCH/BSC/BTS
</TABLE>

<PAGE>

4.2.7  WAVEXPRESS INDOOR BTS TECHNICAL DETAILS
       Specifications of the WAVEXpress Indoor BTS hardware are shown in Table
       7.

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------
<S>                                 <C>
        Number of TRX per BTS       Up to 3 TRX per BTS
-------------------------------------------------------------------------------
        Tx Frequency Range          GSM900: 935 - 960 MHz
-------------------------------------------------------------------------------
        Rx Frequency Range          GSM900: 890 - 915 MHz
-------------------------------------------------------------------------------
        Channel Spacing             200 KHz
-------------------------------------------------------------------------------
        Transmitter Output Power    Approx. 2 Watts
-------------------------------------------------------------------------------
        Standards Supported         ETSI GSM Phase 2
-------------------------------------------------------------------------------
        Features Supported          Base station Transceiver Station; GSM RF
                                    management, data and fax, short message
                                    service, antenna receive diversity,
                                    encryption, optional TRX and power supply
                                    redundancy, star and daisy chain
                                    configuration.
-------------------------------------------------------------------------------
        Mobile Stations Supported   GSM-compliant mobile station (phase 1&2)
-------------------------------------------------------------------------------
        Mobile Interface            GSM full-rate RF interface, 2400 - 9600
                                    bps transparent data and (enhanced full
                                    rate capability in Release 5.0).
-------------------------------------------------------------------------------
        Trunk interface             G.703 compliant, E1.
-------------------------------------------------------------------------------
        Dynamic Power Control       12 dB in 2 dB Step
-------------------------------------------------------------------------------
        Receiver Sensitivity        Typical - 105 dBm
-------------------------------------------------------------------------------
        Chassis Size                23 cm (width) x 65 cm (height) x 36 cm
                                    (depth)
-------------------------------------------------------------------------------
        Weight                      Approx. 20 kg
-------------------------------------------------------------------------------
        Volume                      81.9 liters
-------------------------------------------------------------------------------
        Operating Temperature       0 (0)C to + 45 (0)C
-------------------------------------------------------------------------------
        Humidity                    10 % to 90 % non-condensing
-------------------------------------------------------------------------------
        Thermal Shock               IEC 68-2-14
-------------------------------------------------------------------------------
        Power Requirement           Power consumption: 150 watts, 110 / 220
                                    volts 50 - 60 Hz AC, - 48 volts DC.
-------------------------------------------------------------------------------
                        TABLE 7 - WAVEXPRESS INDOOR BTS
</TABLE>

<PAGE>

4.2.8  TURBOWAVE/BTS TECHNICAL DETAILS
       Specifications of  TurboWAVE/BTS hardware are shown in Table 8.

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------
<S>                                 <C>
        Number of TRX per BTS       Up to 2 TRX per 4 watts TurboWAVE/BTS
-------------------------------------------------------------------------------
                                    Up to 2 TRX per 8 watts TurboWAVE/BTS
-------------------------------------------------------------------------------
        Tx Frequency Range          GSM900: 935 - 960 MHz
-------------------------------------------------------------------------------
        Rx Frequency Range
                                    GSM900: 890 - 915 MHz
-------------------------------------------------------------------------------
        Channel Spacing             200 KHz
-------------------------------------------------------------------------------
        Antenna Power               Up to 4 watts with 2 TRX in 1 ant.
                                    operation
                                    Up to 8 watts with 2 TRX in 2 ant.
                                    operation
-------------------------------------------------------------------------------
        Standards Supported         ETSI GSM Phase 2
-------------------------------------------------------------------------------
        Features Supported          BTS; GSM RF management, data and fax,
                                    short message service, encryption,
                                    optional TRX and power supply redundancy,
                                    star and daisy chain configuration.
-------------------------------------------------------------------------------
        Mobile Stations Supported   Any GSM-compliant mobile station (Phase 1
                                    and 2)
-------------------------------------------------------------------------------
        Mobile Interface            GSM full-rate RF interface, 2400 - 9600
                                    bps transparent data and enhanced full
                                    rate capability.
-------------------------------------------------------------------------------
        Trunk interface             G.703 compliant, E1.
-------------------------------------------------------------------------------
        Dynamic Power Control       12 dB in 2 dB Step
-------------------------------------------------------------------------------
        Receiver Sensitivity        Typical - 111 dBm
-------------------------------------------------------------------------------
        Chassis Size                23 cm (width) x 65 cm (height) x 36 cm
                                    (depth)
-------------------------------------------------------------------------------
        Weight                      Approx. 20 kg
-------------------------------------------------------------------------------
        Volume                      81.9 liters
-------------------------------------------------------------------------------
        Operating Temperature       0 (0)C to + 45 (0)C
-------------------------------------------------------------------------------
        Humidity                    10 % to 90 % non-condensing
-------------------------------------------------------------------------------
        Thermal Shock               IEC 68-2-14
-------------------------------------------------------------------------------
        Power Requirement           Power consumption: 250 watts, 110 / 220
                                    volts 50 - 60 Hz AC, - 48 volts DC.
-------------------------------------------------------------------------------
                            TABLE 8 - TURBOWAVE/BTS
</TABLE>

<PAGE>

4.2.9  WAVEXPRESS BSC TECHNICAL DETAILS
       Specifications of the WAVEXpress BSC hardware are shown in Table 9.
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------
<S>                                 <C>
        Number of E1 interfaces     Up to 16 E1 links per BSC
        per BTS
-------------------------------------------------------------------------------
        BTS RF Protocols Supported  GSM 900; GSM1800
-------------------------------------------------------------------------------
        GSM/PCS Interface           A and Abis
        Supported
-------------------------------------------------------------------------------
        Standards Supported         ETSI GSM Phase 2
-------------------------------------------------------------------------------
        Features Supported          Base Station Controller (BSC); GSM RF
                                    Power management, data and fax, short
                                    message service, optional CPU  and power
                                    supply redundancy, local TRAU integrated
                                    with Abis E1 card.
-------------------------------------------------------------------------------
        Mobile Stations Supported   Any GSM-compliant mobile station (Phase 1
                                    and 2)
-------------------------------------------------------------------------------
        Mobile Interface            GSM full-rate RF interface, 2400 - 9600
                                    bps transparent data and enhanced full
                                    rate capability.
-------------------------------------------------------------------------------
        Trunk interface             G.703 compliant, E1.
-------------------------------------------------------------------------------
        Chassis Size                23 cm (width) x 65 cm (height) x 36 cm
                                    (depth)
-------------------------------------------------------------------------------
        Weight                      Approx. 20 kg
-------------------------------------------------------------------------------
        Volume                      81.9 liters
-------------------------------------------------------------------------------
        Operating Temperature       0 (0)C to + 45 (0)C
-------------------------------------------------------------------------------
        Humidity                    10 % to 90 % non-condensing
-------------------------------------------------------------------------------
        Thermal Shock               IEC 68-2-14
-------------------------------------------------------------------------------
        Power Requirement           Power consumption: 150 watts, 110 / 220
                                    volts 50 - 60 Hz AC, - 48 volts DC.
-------------------------------------------------------------------------------
                            TABLE 9 - WAVEXPRESS BSC
</TABLE>

<PAGE>

                                   SCHEDULE 2


                                  SCOPE OF WORK

<PAGE>

                                   SCHEDULE 2
                                   ----------

                 SCOPE OF SERVICE WORK AND INSTALLATION SERVICES
                 -----------------------------------------------

2.1    SCOPE OF SERVICE WORK

<TABLE>
<CAPTION>

<S><C>
----------------------------------------------------------------------------------------------------------------
 ITEM  DESCRIPTION OF              SCOPE OF RESPONSIBILITIES OF         SCOPE OF RESPONSIBILITIES OF LANKA
       RESPONSIBILITIES            interWAVE COMMUNICATIONS             CELLULAR SERVICES (PRIVATE)
                                   INTERNATIONAL LTD (IWC)              LIMITED. (LCS)
----------------------------------------------------------------------------------------------------------------
 A.     EQUIPMENT DELIVERY, IF CIF ARRANGEMENT IS ORDERED BY LANKA CELLULAR SERVICES (PRIVATE) LIMITED.
----------------------------------------------------------------------------------------------------------------
  1.   Preparation of Equipment    -      IWC is responsible for        -      LCS should provide details
       Import & Export                    supplying all product                for application of Export
                                          information, type approval           License of equipment from
                                          certificates for application         Department of Commerce,
                                          of Import License by Lanka           USA.
                                          Cellular Services (Private)
                                          Limited.                      -      LCS should be responsible
                                                                               for application of Import
                                   -      IWC is responsible for               License and all other
                                          filing the application of            relevant license for
                                          Export License to Department         equipment import, system
                                          of Commence, USA.                    installation and site
                                                                               construction.
----------------------------------------------------------------------------------------------------------------
  2.   Equipment delivery from IWC -      IWC will be responsible for   -      LCS is responsible for
       (USA) to LCS's warehouse in        delivering all equipment             checking the quantity of
       Colombo of Sri Lanka               ordered to the LCS's                 equipment against the
                                          warehouse in Colombo of Sri          package list.
                                          Lanka.
                                                                        -      LCS should sign and return
                                   -      IWC will provide packing             the delivery note to IWC if
                                          list and delivery note for           the quantity of equipment
                                          every shipment of equipment          is correct as well as
                                          to LCS.                              report the discrepancy
                                                                               immediately, if any.
----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

<S><C>
----------------------------------------------------------------------------------------------------------------
 B.     ON-SITE SYSTEM INSTALLATION, COMMISSIONING AND INTEGRATION SERVICES, IF LCS ORDERS
----------------------------------------------------------------------------------------------------------------
  1.   Appointment of Project      -      IWC will delegate the         -      LCS should appoint the
       Manager                            project manager for the              site or project manager
                                          whole wireless access                for coordinating all
                                          project.                             necessary arrangement for
                                                                               executing all
                                   -      IWC will assign the                  installation,
                                          engineers for supervising            commissioning and
                                          and being the consultant for         integration activities.
                                          installation and network
                                          design of wireless access     -      LCS to confirm with IWC
                                          system, if LCS orders.               about the contact points
                                                                               for this project.
----------------------------------------------------------------------------------------------------------------
  2.   Site identification.        -      IWC should confirm and        -      LCS will determine the
                                          specify the documentation            site location and inform
                                          and information required for         IWC.
                                          completing the system design
                                          for each site, should LCS     -      LCS should provide one set
                                          orders support services from         of floor plan and site
                                          IWC.                                 drawings of each site to
                                                                               IWC.
----------------------------------------------------------------------------------------------------------------
  3.   Site survey.                -      IWC should specify the        -      LCS is responsible for
                                          environmental conditions             site acquisition, site
                                          required for proper                  preparation and all site
                                          installation of equipment            facilities provisioning.
                                          supplied.                            The facilities include
                                                                               utilities, grounding,
                                                                               weatherproofing,
                                                                               lightning,
                                                                               air-conditioning and site
                                                                               access.
----------------------------------------------------------------------------------------------------------------
  4.   RF requirements and system  -      IWC should confirm and        -      LCS should confirm the RF
       design criteria                    specify the requirements for         cabling design and other
                                          completing the system                limitations to IWC.
                                          design, should LCS orders
                                          support services from IWC.    -      LCS is responsible for all
                                                                               RF design, installation of
                                   -      IWC should specify the RF            cable and accessories
                                          cabling/connection                   required for normal
                                          requirements for proper              network operation.
                                          installation of IWC
                                          equipment.
----------------------------------------------------------------------------------------------------------------

<PAGE>

<S><C>
----------------------------------------------------------------------------------------------------------------
 5.    Site construction and RF    -      IWC will recommend the site   -      LCS is required to supply
       distribution construction          requirements and RF                  and install antenna,
                                          conditions as deemed                 feeder, jumper, hanger,
                                          necessary for normal                 grounding devices and
                                          operation of IWC Products            power splitter as well as
                                                                               other filtering devices,
                                                                               as deemed necessary for
                                                                               maintaining proper RF
                                                                               conditions for normal
                                                                               operation of IWC products.
----------------------------------------------------------------------------------------------------------------
  6.   Delivery of IWC Products                                         -      LCS to be responsible for.
       from LCS's warehouse to
       site
----------------------------------------------------------------------------------------------------------------
  7.   On-site hardware and        -      IWC will supervise hardware   -      LCS should prepare to make
       software installation,             installation of BTS, BSC,            the location available for
       commissioning and                  WXC, OMC for Cluster 1-3             installation.
       integration of IWC Products
                                   -      IWC be responsible for        -      LCS to responsible for all
                                          system software                      hardware installation
                                          commissioning and                    physical work for BTS,
                                          integration for BTS, BSC,            BSC, WXC, OMC for Cluster
                                          WXC, OMC for Cluster 1-3             1-3

                                                                        -      LCS to responsible for all
                                                                               hardware installation for
                                                                               BTS, BSC, WXC, OMC for
                                                                               Cluster 4-7

                                                                        -      LCS to responsible for all
                                                                               software commissioning,
                                                                               integration physical work
                                                                               for BTS, BSC, WXC, OMC for
                                                                               Cluster 4-7

                                                                        -      LCS should sign off the
                                                                               commissioning and
                                                                               integration test report
                                                                               and once the tests are
                                                                               passed according to
                                                                               commissioning (off-line)
                                                                               and integration (on-line
                                                                               commissioning) test
                                                                               procedure; and after which
                                                                               the system should be put
                                                                               into provisioning test
                                                                               phase

<PAGE>

<S><C>
----------------------------------------------------------------------------------------------------------------
  8.   Cell data, neighbor cell    -      IWC will perform database     -      LCS should prepare all the
       data and handover parameter        input for BTS, BSC, WXC, OMC         required data and
       for the new cell.                  for Cluster 1-3                      parameters in the WXC,
                                                                               BSC,BTS, OMC as specified
                                   -      IWC will provide on-site             by IWC for Cluster 1-3
                                          supervision, assistance and
                                          consultation for Cluster 4-7  -      LCS will perform database
                                          data fill process if LCS so          input for BTS, BSC, WXC,
                                          request.                             OMC for Cluster 4-7

                                   (TO BE QUOTED SEPARATELY)
----------------------------------------------------------------------------------------------------------------
  9.   E1 link application and     -      IWC to provide LCS the basic  -      As specified by IWC, LCS
       acceptance.                        acceptance criteria of E1            should supply, install,
                                          link, if requested.                  commission, maintain, and
                                                                               repair all transmission
                                                                               facilities, as deemed
                                                                               necessary for normal
                                                                               network operation.
----------------------------------------------------------------------------------------------------------------
  10.  Connection of on-site E1    -      IWC will supervise the
       port installed by LCS to           installation work for E1      -    LCS will connect and install
       the IWC Product                    connection at the switch           E1 link up the MDF point.
                                          centre and the E1 connection
                                          at each BTS site of the       -    LCS to supply jumper,
                                          first cluster if LCS so            connector cabling and other
                                          requires.                          accessories for connecting
                                   -      IWC will provide the correct       E1 links from the MDF to the
                                          E1 connection method to IWC        connectors of IWC Products
                                          Product.                           at each site and location.
----------------------------------------------------------------------------------------------------------------
  11.  Connection of RF feeder     -    IWC will provide advise on the  -    LCS will supply all required
       connector to the                 correct RF connection method         coaxial cable, connectors
       WAVEXpress/BTS                   to IWC products                      and accessories for each and
----------------------------------------------------------------------------------------------------------------

<PAGE>

<S><C>
----------------------------------------------------------------------------------------------------------------
                                                                             prepare proper super-flex
                                   -    IWC will advise on the VSWR          cable and connectors.
                                        and other RF requirements for
                                        IWC Products.                   -    LCS is responsible for
                                                                             connecting IWC Products with
                                                                             RF distribution required.

                                                                        -    LCS is responsible for
                                                                             maintaining the VSWR quality
                                                                             for all RF connection as
                                                                             specified by IWC
----------------------------------------------------------------------------------------------------------------
  12.  Pre-paid system             -    IWC will perform the            -    LCS will determine the
       installation commissioning       installation work of Prepaid         subscriber, tariff related
       and integration.                 System                               and routing information on
                                                                             the list that IWC provided
                                   (TO BE QUOTED SEPARATELY)            -    LCS should sign off the
                                                                             commissioning and
                                   -  IWC will  perform the software         integration test report and
                                      commissioning and integration of       after which the system could
                                      Prepaid System                         be puts into provisioning
                                                                             test phase
                                   (TO BE QUOTED SEPARATELY)
----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

<S><C>
--------------------------------------------------------------------------------------------------------------------------------
 C.     MAINTENANCE AND OPERATION SUPPORT, IF LCS ORDERS.
--------------------------------------------------------------------------------------------------------------------------------
  1.   On-site technical           -      IWC on-site engineer is       -      LCS is responsible for
       consultant                         responsible for providing            providing enough manpower
       (if purchased)                     advice on daily operation,           as specified by IWC to
                                          maintenance and fault                perform proper trouble-
                                          restoration for the IWC              shooting activities for
                                          network equipment.                   S1, S2 and S3 cases.

                                   -      IWC on-site engineer is       -      LCS is responsible for
                                          responsible for coordinating         providing necessary
                                          with Regional TAC and                trouble-shooting
                                          advising the trouble-                resources: such as test
                                          shooting activities of S1,           equipment, telephone line,
                                          S2, and S3 problems in the           IDD facilities, modem and
                                          period of 24 hours a day and         transportation to assist
                                          7 days a week.                       the IWC on-site engineers
                                                                               to perform the necessary
                                   -      IWC on-site engineer is also         trouble-shooting and fault
                                          responsible for conducting           restoration activities
                                          regular technical review
                                          with LCS                      -      LCS is responsible for
                                                                               coordinating and
                                   -      IWC to recommend the                 performing all necessary
                                          procedures and scope of the          system changes, such as
                                          regular preventive network           transmission, E1 equipment
                                          maintenance, if required by          facilities, power
                                          LCS.                                 facilities, parameter
                                                                               changing and others as
                                   -      IWC on-site engineering              specified by IWC engineers
                                          consultant will supervise            in order to assist the
                                          the hardware installation            trouble-shooting
                                          work for cluster WXC, OMC,           activities
                                          BSC, BTS installation work
                                                                        -      LCS could specify any
                                                                               particular requirements
                                                                               for the monthly preventive
                                                                               maintenance, if necessary,
                                                                               and should assist IWC to
                                                                               coordinate and conduct the
                                                                               preventive maintenance
                                                                               required.
--------------------------------------------------------------------------------------------------------------------------------

<PAGE>

<S><C>
--------------------------------------------------------------------------------------------------------------------------------
  2.   Daily OMC-R operation       -      IWC on-site engineer is       -      LCS is required to monitor
                                          responsible for providing            the system and alarm status
       (if on-site technical              advice on daily operation            through the OMC system.
       consultant option is               and maintenance, if                  LCS should inform IWC on-
       purchased)                         necessary.                           site engineer if there is
                                                                               any fault alarm or event.

                                                                        -      If there are other
                                                                               activities, such as power
                                                                               outage, relocation of
                                                                               transmission line, upgrade,
                                                                               patching,  etc., affecting
                                                                               the overall network
                                                                               performance, LCS is
                                                                               required to notify IWC as
                                                                               to allow IWC to advise the
                                                                               precaution required.
--------------------------------------------------------------------------------------------------------------------------------
  3.   Off-site 24 hours           -      IWC will provide technical    -      LCS is responsible for coordinating
       emergency Level 2 support          telephone consultancy in             and performing suitable fault diagnostics,
                                          relation to system recovery,         fault isolation or system recovery action on IWC
       (Please refer to Section 7         alarms, events and system            equipement after the initial discovery of
       of this Agreement)                 performance. However, IWC            problematic situation.
                                          will, in normal practice,
                                          not provide consultancy
                                          relating to normal day to
                                          day system operation, which
                                          is well covered by the user
                                          manual.                       -      LCS is responsible for reporting all faults
                                                                               to interWAVE Regional TAC (Technical Assistance
                                   -      IWC will provide all year            Centre) via emial ina way specified by Regional
                                          round emergency telephone            TAC.
                                          support for system
                                          restoration for those S1 and
                                          S2 cases.
                                                                        -      LCS is responsible for coordinatin,
                                   -      IWC will provide response            performing suitable action on non-IWC
                                          for S3 issues                        equipement as advised by IWC for the
                                          electronically.                      purpose of fault recovery and bug isolation.

                                   -      IWC will follow up and trace
                                          the root cause of S1, S2 and  -      LCS is responsible for providing the necessary
                                          S3 events for identifying            manpower to perform fault
                                          long term solution.  This            recovery, fault isolation and solution
                                          includes patches, point
                                          release, full
--------------------------------------------------------------------------------------------------------------------------------

<PAGE>

<S><C>
--------------------------------------------------------------------------------------------------------------------------------
                                          software release or new              application activities as advises by IWC
                                          feature request.

                                   -      IWC will supply the           -      LCS is responsible for providing as much
                                          solution, in forms of                information as possible to IWC in order
                                          patches or software, to the          to establish the TR report system in order
                                          problems so that IWC could           to log down all these S1,S2 and S3 cases.
                                          remotely apply to the system
                                          or applying the solution
                                          locally with the assistance
                                          from LCS engineer

                                   -      IWC will perform regular
                                          system problem review with
                                          customer based on TR reports

--------------------------------------------------------------------------------------------------------------------------------
  4.   Monthly system performance  -      IWC is required to attend     -      LCS should be responsible for compiling,
       report and project meeting         the monthly meeting to               updating and submitting regular report to
                                          discuss the system                   IWC on project progress, all system
                                          performance, system recovery         parameters, cell data and system
                                          and project progress.                performance statistics, quality issues,
                                                                               stock level of spare parts so that IWC
                                   -      IWC is required to provide           could help to provide recommendation.
                                          feedback and solution to the
                                          action points required from
                                          the monthly system report.
                                                                        -      LCS is responsible for coordinating the
                                                                               monthly meeting.

                                                                        -      LCS is required to refill the spares stock
                                                                               if LCS deem necessary.
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

2.2    SCOPE OF INSTALLATION, COMMISSIONING AND INTEGRATION WORK

<TABLE>
<CAPTION>

<S><C>
--------------------------------------------------------------------------------------------------------------------------------
 SYSTEM SOFTWARE INSTALLATION AND COMMISSIONING ENGINEERING SERVICES IN SRI LANKA, INCLUDING THE
 FOLLOWING SCOPE OF SERVICES:
--------------------------------------------------------------------------------------------------------------------------------
  1.   Software installation and commissioning for WAVEXpress/BTS, TurboWAVE/BTS, WAVEXpress/BSC,
       WAVEXpress/WXC, and WAVEView OMC-R/S (IF PURCHASED PER SECTION 3.2 OF THIS AGREEMENT)
--------------------------------------------------------------------------------------------------------------------------------
       a.     Advise on the required system software, configuration data and parameter set-up as
              necessary for software installation and commissioning as well as system integration

       b.     Perform on software commissioning and integration configuration work of OMC Server,
              Workstations, WXC, BSC, and BTS system for first 3 cluster. (AS QUOTE PER SECTION 3.2 OF
              THIS AGREEMENT)

       c.     Responsible for software and system integration for OMC, WXC, BSC, BTS systems of first 3
              cluster (AS QUOTE PER SECTION 3.2 OF THIS AGREEMENT)

       d.     Supply generic test commissioning (off-line) and integration (on-line) procedures and
              sign-off document for IWC systems,

       e.     Provide advise on the installation, commissioning and integration report format
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

<S><C>
--------------------------------------------------------------------------------------------------------------------------------
 SYSTEM HARDWARE INSTALLATION ENGINEERING SERVICES IN SRI LANKA, INCLUDING THE FOLLOWING SCOPE OF
 SERVICES:
--------------------------------------------------------------------------------------------------------------------------------
  2.   Supervision on System Hardware Installation Services for WAVEXpress/BTS, TurboWAVE/BTS,
       WAVEXpress/BSC, WAVEXpress/WXC, and WAVEView OMC-R/S, including the following scope of services:
       (AS QUOTE PER SECTION 3.2 ON-SITE ENGINEERING CONSULTANT SUPPORT OF THIS AGREEMENT)
--------------------------------------------------------------------------------------------------------------------------------
       a.     Advise on the environmental and electrical condition for installation of WAVEXpress/BSC,
              WAVEXpress/WXC, Turbo/BTS; WAVEView OMC and Pre-paid systems

       b.     Supply the procedures and test criteria for transmission line connection with
              WAVEXpress/BSC, WAVEXpress/WXC, WAVEXpress/BTS, WAVEView OMC

       c.     Supervise hardware installation for WAVEXpress/BSC, WAVEXpress/WXC, Turbo/BTS; WAVEView OMC
              of the cluster 1-3 (AS QUOTE PER SECTION 3.2 ON-SITE ENGINEERING CONSULTANT SUPPORT FOR THE
              CLUSTER 1-3 PERIOD OF THIS AGREEMENT)

       d.     Supply documentation and procedures on system hardware installation and provide advise on
              the installation report format
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>


Remarks:        1. Installation services exclude installation for following
                networks, such as LAN or WAN computer network, dial-up line,
                console or similar furniture.

       2.     Additional charge is involved for requiring IWC engineers to
              assist in installing and integrating IWC equipment for clusters
              4-7

<PAGE>

                                   SCHEDULE 3


                         INITIAL ACCEPTANCE CERTIFICATE

<PAGE>

                                   SCHEDULE 3

INTERWAVE

                         INITIAL ACCEPTANCE CERTIFICATE

    THIS IS TO CERTIFY THE INTERWAVE WAVEXPRESS WXC, BSC, BTS AND OMC SYSTEM
                                  DELIVERED BY:

                   INTERWAVE COMMUNICATIONS INTERNATIONAL LTD.


                                       TO


                      LANKA CELLULAR SERVICES (Pvt) LIMITED


                  IS ACCEPTED BY THE PURCHASER AND THE END USER


                                     DUE TO


                 ACCEPTANCE TESTS CASES CARRIED OUT SUCCESSFULLY
 ACCORDING TO THE "INITIAL ACCEPTANCE TEST PLAN" STATED IN THE ANNEX OF SCHEDULE
 3 AND IS NOW OPERATIONAL IN ACCORDANCE WITH THIS PLAN TO THE SATISFACTION OF
                          ALL PARTIES CONCERNED NAMELY
                    LANKA CELLULAR SERVICES (Pvt) LIMITED AND
                   INTERWAVE COMMUNICATIONS INTERNATIONAL LTD.




DATE:
      ----------------------

FOR AND ON BEHALF OF :                    FOR AND ON BEHALF OF:
INTERWAVE COMMUNICATIONS                  LANKA CELLULAR
INTERNATIONAL LTD.                        SERVICES (Pvt) LTD







---------------------------               --------------------------------
NAME :                                    NAME:
TITLE:                                    TITLE:

<PAGE>

                                   SCHEDULE 4


                             CUSTOMER ADVOCACY PLAN


<PAGE>


                                   SCHEDULE 4


                  CUSTOMER ADVOCACY PLAN (LEVEL 2 SUPPORT PLAN)

1.0    PURPOSE

       The purpose of this procedure is to describe the method and timeframe for
       escalating problems based upon the severity level and potential impact to
       the customer network, as reported by Lanka Cellular Services (Private)
       Limited (thereafter called "LCS")

2.0    SCOPE

       The procedure covers the process, which connects the Regional Level 2
       support offices in HK (thereafter called "Regional TAC") to the
       headquarters' operation and escalation to the HQ operation in Redwood
       City (thereafter called "Corporate TAC").

3.0    RESPONSIBILITY

       It is the responsibility of the Regional TAC manager to manage the
       overall call escalation process and ensure that the procedures for
       escalation are adhered to by the company.  It is the responsibility of
       the Regional TAC managers to insure that the cases are properly
       classified upon initial diagnosis by the case manager and then
       notification is sent to the Corporate TAC.

4.0    LEVEL 2 SUPPORT

       4.1    During the Support Period, the Regional TAC will provide a 24
              hours, 7 days hotline service to LCS to handle the requests for
              2nd Level Support

       4.2    On receiving of a TR report (the trouble report) from LCS,
              Regional TAC will start analyzing the TR and the associate
              severity/case/problem; and if deemed appropriate, a corresponding
              Scopus case will be opened and a Scopus case number will be
              allocated. The LCS can then use the TR number in all
              communications regarding the fault report.  LCS needs to supply
              their LCS TR number to Regional TAC for reference. This TR that
              LCS raised per each request to Regional TAC will be sent by soft
              copy to HK via emailing to support@iwv.com.hk. Regional TAC will
              then answer those TR from LCS.

       4.3    The investigation will be conducted by the Regional TAC on
              receiving an emergency telephone call or TR reported by the LCS.
              The severity of the case will also be determined. Further, if such
              an investigation reveals an error, defect or malfunction in the
              software, the Regional TAC will ensure the problematic system
              return to service by using of a temporary solution, acceptable to
              the LCS (that is, a "workaround").

       4.4    If Regional TAC could not provide a "workaround" to the problem
              within the specific hours defined in Section 4.12, then the
              problem will be escalated to

<PAGE>

              Corporate TAC Support for further analysis. Please see section
              4.12 for more information.

       4.5    Local user or customer will ONLY called the emergency support
              telephone no. (that LCS has provided to subscriber), but NOT
              Regional TAC emergency telephone. This customer emergency support
              telephone number will be automatically routed back to LCS. LCS
              engineer will determine emergency and that on emergency they will
              call Regional TAC with a designated Regional TAC telephone number:
              93793981  (24 hours, 7 days per week) This will be mainly related
              to S1 and S2 issues. For S3 issues, LCS will send email to
              Regional TAC at designated email address.

       4.6    Regional TAC will call back to designated caller. The caller will
              be a LCS engineer and he will be responsible for including the
              appropriate LCS personnel into the conference call with Regional
              TAC. In most case it is assumed LCS engineer will be involved in
              the conference call. Regional TAC could also call LCS number
              (?????????) in cases Regional TAC would like emergency contact to
              LCS (for example, may be the caller is busy on telephone)

       4.7    If the working period has been passed and that the issue has not
              been solved or no "workaround" is available; this issue will be
              escalated to the next level of support in RWC: i.e. the Level 3;
              following the escalation procedure in Section 4.12. In case there
              is an urgent requirement to contact L3, Regional TAC may contact
              L3 support earlier for even faster resolution.

       4.8    If during the working period, there is a need for Regional TAC to
              remote accessing the OMC/BSC/BTS/WXC/Combo, or performing some
              destructive maintenance action; then this request for access or
              action will be made to the customer; via the responsible
              caller/LCS engineer.

       4.9    LCS and the Regional TAC will keep each other informed of the
              progress in resolving any fault, via regular communications.

       4.10   Visit to the LCS/Customer's sites by Regional TAC engineer for the
              purpose of investigation or fault resolution will need to be
              agreed separately between LCS and interWAVE.

       4.11   LCS/Regional TAC should agree on the severity level of the call
              using the following guideline.

       S1     EMERGENCY            System or network is down and unusable as a
                                   result of a problem which causes failures, or
                                   results in severe intermittent operations
                                   with no customer acceptable work-arounds, or
                                   the customer states the problem has a
                                   critical impact on their operation.

       S2     SIGNIFICANT          System or network is up and will run,
                                   however, the problem exists with impact
                                   significant impact and which has difficult or
                                   no work-arounds causing substantial
                                   performance degradation, or prevents the
                                   customer from using a critical feature of the
                                   product or the system.

<PAGE>

       S3     LIMITED IMPACT       System or network is up and running but minor
                                   problems exist having limited impact.
                                   Customer can use the system or product with
                                   limitation or workarounds that are not
                                   critically impacting the overall operations.
                                   This could be a non-problematic information
                                   issue.

       S4     RMA                  Logging a request for a return Material
                                   authorization.

       S5     ENHANCEMENT          Required for a new product or feature.  This
                                   is used by both The Customer Advocacy
                                   function and Marketing to prioritize future
                                   releases(includes documentation).

       S6     INFORMATIONAL        Will be used for fulfilling Customer Requests
                                   for information in the future.

       4.12   Escalation Table

       If Regional TAC could not provide a "workaround" to the problem within
       the specific hours defined in the following table depend on severity, the
       problem will escalate to Corporate TAC Support for further analysis.

<TABLE>
<CAPTION>

         ------------------------------------------------------------------------------------------
            SEVERITY    INITIAL RESPONSE    LEVEL 2 REGIONAL     CORPORATE TAC       ENGINEERING
                         (VIA TELEPHONE)    TAC ESCALATE TO
                                             CORPORATE TAC
         ------------------------------------------------------------------------------------------
<S>                    <C>                 <C>                <C>                  <C>
               S1      15 Minutes          T0 + 4 hours       T0 + 12 hours        T0 + 24 hours
         ------------------------------------------------------------------------------------------
               S2      15 Minutes          T0 + 24 hours      T0 + 36 hours        T0 + 48 hours
         ------------------------------------------------------------------------------------------
               S3      Next Working Day    T0 + 72 hours      T0 + 120 hours       T0 + 168 hours
         ------------------------------------------------------------------------------------------
         T0 = time of receipt of initial call
</TABLE>

       The initial response is defined as the time it takes from the time the on
       call engineer is contacted via phone until the time the call is returned.

5.0    COMMUNICATION

<PAGE>

       The Regional TAC will only receive the support call from LCS.  The
       Regional TAC may be contacted by

<TABLE>
<CAPTION>

         ---------------------------------------------------------------------
<S>                                         <C>
          Regional TAC 2nd Line  Support    +852 9379-3981
          Telephone:
         ---------------------------------------------------------------------
          Regional TAC Support Manager      +852 9379-3983
          Telephone:
         ---------------------------------------------------------------------
          Fax: (S3 Case)                    +852 2519-9033
         ---------------------------------------------------------------------
                                            Attn.:  Amos Mak / Aaron Lee
         ---------------------------------------------------------------------
          Email Address: (S3 Case)          Support@iwv.com.hk
         ---------------------------------------------------------------------
</TABLE>

          Lanka Cellular Services (Private) Limited may be contacted by

<TABLE>
<CAPTION>

         ---------------------------------------------------------------------
<S>                                         <C>
           LCS Emergency Support             +94 7 863-2077 or +94 7 866-0021
                                             Attn.:  Rasika Perera
         ---------------------------------------------------------------------
           LCS Reply Email Address:          Rasika@hutchison.lk
         ---------------------------------------------------------------------
</TABLE>

6.0    PATCH DELIVERY

       All patches will be created from interWAVE Redwood City. Regional TAC can
       then access the patches from an internal interWAVE database. This applies
       to both emergency and non-emergency cases. The patch will be further
       prepared and validated in interWAVE HK  for the specific site environment
       or issues.

       Regional TAC will then send the final resolution patch  to LCS, at the
       designated email address; after the patch has been made ready/validated
       in Regional TAC in Hong Kong.

       The patch will only be regarded as "ready to be used by LCS" when LCS has
       received a final green signal from Regional TAC, via phone call or email.

       LCS will be responsible for establishing the most suitable choice of
       transmission medium with the local customer for the transmission of
       patch.

       Depending on the outcome of discussion, the patch will then be ultimately
       delivered to appropriate location; via the designated caller/LCS
       engineer. Regional TAC will also assist LCS to achieve this.

7.0    ACCESS TO OMCR

<PAGE>

       The Regional TAC will need to have dial-up access to the customer's OMCR
       to permit remote fault analysis.

       LCS will take step to negotiate with local customer, via LCS project
       control for the modem telephone number and modem facilities set up. LCS
       would also need to supply Regional TAC the password and  user name on the
       designated interWAVE  OMCR  machine for the purpose of remote system
       diagnosis.

<PAGE>



                               ANNEX TO SCHEDULE 4
                               -------------------
                    SYSTEM MAINTENANCE AND SUPPORT AGREEMENT
                    ----------------------------------------
                                DATED: [       ]
                                ----------------

BETWEEN:

(1)    LANKA CELLULAR SERVICES (PVT) LIMITED of 4th Floor, 1119 Maradana Road,
       Colombo 8, Sri Lanka ("The Purchaser"); and

(2)    interWAVE COMMUNICATIONS INTERNATIONAL LTD. of  Codan Services, Claredon
       House, Church Street, Hamilton HM DX, Bermuda ("the Contractor").

WHEREAS:

A.     By an agreement between The Purchaser and the Contractor of even date
       herewith, the Contractor agreed to supply the Work ("the Contract").

B.     The Contractor has agreed to support and maintain the First Delivery and
       the Initial System, if the Purchaser so deploy and, subject to the
       exercise of the Option, the Expansion System, on the terms set out
       herein.

1.     TERMS

       Terms defined in the Contract shall, except as expressly provided
       to the contrary herein, bear the same meanings herein as they bear
       under this maintenance agreement.

2.     SCOPE

       The Contractor agrees to provide support and maintenance of the First
       Delivery, the Initial System and, if the Purchaser so deploy, the
       Expansion System in Sri Lanka, on the terms and conditions herein
       contained.

3.     TERM AND RENEWAL

3.1    Subject to earlier termination under Clause 7, the support and
       maintenance services to be provided hereunder with respect to the First
       Delivery and the Initial System, the Expansion System, if The Purchaser
       so deploy shall commence from the first site of acceptance, and in
       respect of the Expansion System (upon exercise of the Option) shall begin
       on The Purchaser in-service date and shall terminate in each case one
       year

<PAGE>

       thereafter with respect to each unless renewed in accordance with Clause
       3.2 ("Initial Term").

3.2    The Purchaser may, at its option, extend this Agreement for further
       successive periods of one (1) year each, by giving notice in writing to
       The Contractor not less than 45 days prior to the expiration of the
       Initial Term, or any such subsequent period.

4.     FEES AND PAYMENTS

4.1    Subject to Clause 4.2, maintenance and support during the Initial Term
       shall be provided in part consideration of the payments to be made by The
       Purchaser to The Contractor under The Contract and no additional charges
       shall be payable hereunder.

4.2    The fees payable to The Contractor in the first year immediately
       following the expiry of the Initial Term for services described herein
       shall, in respect of the First Delivery, the Initial System and the
       Expansion System, if The Purchaser so deploy (in the latter case, upon
       exercise of the Option), be fixed at the price specified in Attachment
       II, thereafter, by agreement between The Purchaser and The Contractor.

4.3    FEES AND PAYMENTS

       Fees and Payment shall be payable as follows:

       (a)    Maintenance and support during the Initial Term referred to above
              shall be provided in accordance with Attachment I.

       (b)    Fees after the Initial Term, shall be invoice in equal quarterly
              installments paid at the end of the quarter and shall be pro-rated
              with respect to any quarter in which services were provided during
              only a portion of such quarter.

       (c)    Payments shall be made by The Purchaser in U.S. dollars within
              fourteen (14) days from date of invoice.

4.4    THE PURCHASER'S RESPONSIBILITIES

       The Purchaser shall:

       Provide experienced technical personnel capable of assuming the following
       operations responsibilities:

       (a)    Monitoring the BSS operation on a 24-hour basis and calling The
              Contractor hot-line when improper functions are observed.

       (b)    Investigating and verifying subscriber complaints.

       (c)    Responding to service requests from subscribers, verifying
              subscriber database information.

<PAGE>

       (d)    Performing all administrative tasks associated with BSS equipment
              logs.

       (e)    The Purchaser personnel will perform subscriber data file backup.

       (f)    Produce performance report to be agreed between The Purchaser/The
              Contractor.

4.5    CONTRACTOR SERVICE LIMITATIONS

       (a)    Service does not include installation of BSS system expansions.

       (b)    Service will not include: normal system operator and operating
              responsibilities; the provision of operating supplies; electrical
              work external to the BSS; or any other functions not specifically
              defined as BSS remedial or preventive maintenance.

5.     ON-SITE MAINTENANCE

5.1    CONTRACTOR RESPONSIBILITIES

       The Contractor agrees to perform the following services on Site or
       at such other place as from time to time advised by The Purchaser
       and shall comply with the following obligations during the term of
       this Agreement:

       (a)    The Contractor shall provide to The Purchaser remedial
              maintenance including the diagnosis and correction of
              System errors, malfunctions and failures, as follows:

              (i)    The Contractor shall provide on-call emergency
                     remedial repair service ("RR") 24 hours a day, 7
                     days a week, 365/366 days a year for the System.
                     The Contractor's response to any major problem
                     affecting service (as determined in The Purchaser's
                     reasonable opinion) shall be within one (1) hour
                     following a telephone call from The Purchaser to the
                     Contractor's service representative (The Purchaser
                     acknowledges that prior to the making of such a
                     telephone call to The Contractor, it shall first
                     attempt to remedy the problem being complained of).
                     If the Contractor's service representative
                     determines that the service affecting problem cannot
                     be fixed remotely or through The Purchaser staff on
                     site, then The Contractor must provide on site
                     remedial repair service within 1-1/2 hours of that
                     determination which shall be made by The Contractor
                     as quickly as reasonably possible;

              (ii)   The Contractor shall provide on-site RR for
                     service-affecting problems unless The Purchaser requests
                     otherwise.

<PAGE>

       (b)    The Contractor shall provide at its own expense all labour and
              parts which are necessary for providing the services required
              hereunder. Only new, or like new parts which are equivalent to new
              in performance will be used in providing such services. Defective
              items shall be repaired or replaced with non-defective items
              within ten (10) business days of receipt of defective Equipment or
              Software by The Contractor, except where the defect causes system
              down time or impacts on System performance in which case the
              repair or replacement must be provided forthwith within four (4)
              hours after request.

       (c)    The Contractor shall provide scheduled preventive maintenance
              ("PM") based on the specific needs of the Equipment as reasonably
              determined by The Contractor.

       (d)    The Contractor shall arrange for service materials, tools,
              documentation, diagnostics and test equipment necessary for
              Preventative Maintenance ("PM") and RR.  The Contractor shall
              retain title to all such items utilized by The Contractor to
              perform its obligations hereunder.  The Contractor shall ensure
              all the works done are carried out by duly qualified Maintenance
              Personnel.  The Contractor shall provide and update a complete
              list of all such duly qualified Maintenance Personnel who are
              likely to provide any services to The Purchaser under this
              Agreement.

       (e)    The Contractor shall review alarm log and system status
              messages and initiate corrective action when required by
              The Purchaser.

       (f)    The Contractor shall keep recent accurate "as installed"
              documentation for all system hardware and make such
              documentation available to The Purchaser on request.

       (g)    The Contractor shall review Quarterly preventive maintenance
              schedule with The Purchaser and co-ordinate activities with The
              Purchaser's Customer Service Group in order to minimize service
              impacts.

       (h)    The Contractor shall compile a maintenance and preventive
              maintenance procedures manual for all equipment, in a form
              reasonably acceptable to The Purchaser.

       (i)    The Contractor shall assist The Purchaser's Customer
              Service Group in evaluating the maintenance and preventive
              maintenance activities in terms of impact and potential
              benefit to subscriber service.

       (j)    The Contractor shall provide on-going advice on and adherence to
              fault escalation, co-ordination and security procedures in order
              to minimize service impact and maximize maintenance efficiency.

       (k)    The Contractor shall consult with The Purchaser annually regarding
              The Contractor's scope of responsibilities under this Agreement
              and the demarcation of responsibility between The Contractor and
              The

<PAGE>

              Purchaser's support teams with the objective of improving overall
              subscriber service and maintenance and operations efficiency.
       (l)    The Contractor shall participate as reasonably required by
              The Purchaser in the preparation of The Purchaser's
              disaster prevention, contingency and recovery plans and
              procedures in area which are related to maintenance.

       (m)    The Contractor shall arrange insurance coverage for The
              Contractor's staff and contractors, including labour
              compensation coverage for The Contractor's personnel when
              they are attending The Purchaser's premises.

       (n)    The Contractor shall keep the Site environment tidy and
              clean at all times.  The Contractor shall clear out any
              debris or unused material off the Site after completion of
              any works.

       (o)    The Contractor shall, when entering the Site environment, not
              cause any nuisance to the community of the nearby areas.

       (p)    The Contractor shall prepare and give to The Purchaser a
              list of all maintenance personnel who may perform work
              under this Agreement, who shall be subject to the approval
              of The Purchaser (not to be unreasonably withheld) for the
              purpose of granting such personnel access to the Site to
              perform Work.

       (q)    Where any maintenance or other service is undertaken by remote
              access by The Contractor, The Contractor shall follow such
              procedures as The Purchaser shall in its absolute discretion
              consider appropriate including without prejudice to the generality
              of the foregoing, the registration with The Purchaser of all
              persons requiring access together with their identification
              numbers for log in purpose.  The Purchaser shall advise The
              Contractor of the password to be used for such purposes and access
              shall be by confidential password.  The Contractor shall be wholly
              responsible for and bear the risk of all access using such
              procedure and The Purchaser shall be under no obligation to make
              further inquiry as to the authority of the person accessing the
              system.  The Contractor shall be responsible for maintaining the
              security of the System and ensure that access is protected by such
              secured ID system permitting access only to  the Contractor's
              authorized personnel.  The Contractor is responsible for all
              aspects of such remote accessing procedure and hereby indemnifies
              The Purchaser against any costs, claims, damages, loss or expenses
              that it may suffer or incur as a result thereof.

       (r)    The Contractor shall indemnify The Purchaser from and
              against any and all damage or loss occurring to the Site,
              the System, or The Purchaser's facilities whether directly
              or indirectly, arising as a result of work performed under
              this Agreement.

       (s)    The Contractor shall provide adequate technical training
              and technology transfer of the System to The Purchaser.

<PAGE>

5.2    WARRANTIES

       Without limiting the provision of the Contract or the above
       provisions, The Contractor shall replace, make good or rectify any
       Equipment or Software which does not comply with the Warranties
       set out in Clause 7 of the Contract.

6.     WARRANTIES AND CONDITION OF SERVICE

6.1    Without limiting the warranties and undertakings provided in The
       Contract, The Contractor warrants that all Work performed hereunder will
       be performed in a professional and workmanlike manner.

6.2    The Contractor's obligation to provide service hereunder shall not extend
       to faults caused by:

       (a)    accident caused by The Purchaser or the negligence of The
              Purchaser;

       (b)    failure of The Purchaser to use the System in accordance
              with reasonable requirements of The Contractor as set out
              in the Documentation;

       (c)    failure or defect of The Purchaser's electrical power,
              external electrical circuitry, air conditioning or humidity
              control resulting in operating conditions not being in
              accordance with the Specifications;

       (d)    any party other than The Contractor or a customer service
              representative authorized by The Contractor modifying,
              adjusting repairing, servicing or installing the System.

       During an Emergency, the repair of Equipment of any specific work must be
       performed by qualified The Purchaser staff who have undertaken the
       training organized by The Contractor.  The Purchaser shall inform The
       Contractor the details of fault and repair in writing, within 24 hours
       after emergency repair and any work so performed by The Purchaser staff
       shall not invalidate any Warranties provided reasonable care is taken
       during such repair.

6.3    The Contractor will be under no obligation to furnish any Software
       Support included in the Schedule(s) under this Agreement if in
       Contractor's option,

       (a)    the Software has been altered or modified by other than The
              Contractor or the Contractor's representatives;

       (b)    the Software has been superseded by a new release and such release
              has been made available to The Purchaser by The Contractor; and

       (c)    Software errors have been caused by The Purchaser's negligence.

<PAGE>

7.     DEFAULT

7.1    In the event that either party defaults in the performance of any of its
       obligations set forth in this Agreement and the default remains uncured
       for a period of thirty (30) days after receipt by such party or written
       notice from the other party, then the injured party, in addition to any
       other rights available to it under law, may terminate this Agreement at
       any time by giving notice in writing to the defaulting party.

7.2    If The Contractor becomes insolvent or enters into any liquidation or
       insolvency proceedings, has a receiver, manager, administrator, trustee
       or similar officer appointed or has a resolution passed or an order made
       against it for winding up or if a winding-up petition is issued or if any
       composition or arrangement with its creditors is made, or if it is unable
       to pay its debts or has any execution or attachment levied in respect of
       any of its assets which is not discharged within 30 working days, The
       Purchaser shall be entitled forthwith to terminate this Agreement without
       notice or compensation to the Contractor.

7.3    The Purchaser may terminate this Agreement forthwith in the event that
       The Contract terminates for any reason.

7.4    Notwithstanding anything herein provided, any termination of this
       Agreement shall not affect any accrued rights or liabilities of any party
       existing or accruing prior to such termination.

8.     COVENANT NOT TO EMPLOY

       The Purchaser and The Contractor agree that during the term of
       this Agreement and for a period of six (6) months thereafter,
       neither The Purchaser nor The Contractor shall directly solicit
       for the purpose of employment in relation to performance of
       maintenance of the System any employee of The Purchaser or The
       Contractor involved in the performance of System maintenance.  If
       at any time this provision is found to be overly broad under the
       laws of an applicable jurisdiction, then this provision shall
       deemed to be deleted from this Agreement and both parties shall
       negotiate in good faith in order to agree the terms of a mutually
       satisfactory provision to be substituted for this provision found
       to be void or unenforceable.

9.     ENTIRE AGREEMENT

9.1    This Agreement and The Contract constitute the entire understanding
       between the parties concerning the subject matter hereof and supersedes
       all prior discussions, agreements and representations, whether oral or
       written and whether or not executed by The Contractor and The Purchaser.
       No modification, amendment or other change may be made to this Agreement
       or any part thereof unless reduced to writing and executed by authorized
       representative of both parties.

<PAGE>

9.2    Subject to Clause 9.3, the terms and conditions of this Agreement shall
       prevail notwithstanding any variance with the terms and conditions of any
       order submitted by The Purchaser following execution hereof.  In no event
       shall the preprinted terms and conditions found on any customer purchaser
       order, acknowledgement or other form be considered an amendment or
       modification of this Agreement even if such documents are signed by
       representatives of both parties; such preprinted terms and conditions
       shall be null and void and of no force and effect.

9.3    In the event of any inconsistency between this Agreement and The
       Contract, The Contract shall prevail to the extent of the inconsistency.

10.    APPLICABLE LAW

10.1   This Agreement shall be interpreted, construed and governed by the laws
       of England and the parties hereto submit to the non-exclusive
       jurisdiction of the English courts.

IN WITNESS WHEREOF, this Agreement has been executed on the day and year first
above written.



Lanka Cellular Services (Private) Limited        interWAVE Communications
                                                 International, Ltd.
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Date:                                            Date:
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IN THE PRESENCE OF:
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<PAGE>

                                   SCHEDULE 5

                  CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

<PAGE>

                                   SCHEDULE 5

                  CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

       This Agreement is entered into effective as of the ______ day of
December, 1999 between Lanka Cellular Services (Pvt) Limited , a Sri Lanka
corporation with offices at 4th Floor, 1119 Maradana Road, Colombo 8, Sri Lanka
and interWAVE Communications International, Ltd. located in Bermuda.

       WHEREAS, the Parties contemplate entering into a contract for the supply
of certain equipment and software for the installation of a micro-cell base
station system (the "Contract"); and

       WHEREAS, the Parties may need or want to disclose certain Information to
each other on a confidential basis in connection with their discussions
regarding or in anticipation of such business arrangements;

       NOW THEREFORE, in consideration of the disclosure of Proprietary
Information (as defined herein) by either Party, the Parties agree as follows:

       1.            As Used Herein:

              "Information" is defined as communications or data including, but
       not limited to, business information, marketing plans, technical or
       financial information, customer lists or proposals, sketches, models,
       samples, computer programs and documentation, drawings, specifications,
       whether conveyed in oral, written, graphic, or electromagnetic form or
       otherwise.

              "Party" is defined as either entity executing this Agreement and
       any subsidiary, division, affiliate, or parent company of such entity.

              "Proprietary Information" is defined as that Information owned or
       possessed by either Party that the said Party desires to protect as
       confidential against unrestricted disclosure or improper competitive use,
       and that is designated as such in the manner provided by this Agreement.

       2.     All Information that is disclosed by one Party ("Disclosing
       Party") to the other ("Receiving Party") and that is to be protected
       hereunder by the Receiving Party as Proprietary Information if in writing
       or other tangible form, shall be conspicuously labeled as "proprietary",
       "confidential" or with words of similar import at the time of delivery.

       3.     Proprietary Information of the Disclosing Party shall remain the
       property of the Disclosing Party.  Proprietary Information of the
       Disclosing Party shall be treated and safeguarded hereunder by the
       Receiving Party for a period of two (2) years from the date of
       disclosure.  The Receiving Party warrants that it applies reasonable
       safeguards against the unauthorized disclosure of Proprietary Information
       and that it

<PAGE>

       will protect such Proprietary Information at least as securely as it
       protects its own Proprietary Information.

       4.     The Receiving Party agrees that (i) the documents provided to the
       Receiving Party hereunder containing Proprietary Information of the
       Disclosing Party shall be used by the Receiving Party solely for the
       purpose of evaluating its interest in the business arrangements described
       or performing a future agreement between the Parties; (ii) it will not
       use such documents disclosed hereunder for any other purpose; and (iii)
       it will not distribute, disclose or disseminate Proprietary Information
       to anyone except its employees with a need to know who are involved in
       the consideration or performance of the business arrangements described
       herein.

       5.     This Agreement shall not apply to Information that:

              (a)    is in or enters the public domain, through no fault of the
       Receiving Party; or

              (b)    is or has been disclosed by the Disclosing Party to the
       other Party or to a third party without restriction; or

              (c)    is already in the possession of the Receiving Party,
       without restriction and prior to disclosure of the Information hereunder;
       or

              (d)    is or has been lawfully disclosed by a third party to the
       Receiving Party without an obligation of confidentiality; or

              (e)    is developed by the Receiving Party independently of any
       breach of this Agreement; or

              (f)    is disclosed when the applicable period of confidentiality
       pursuant to paragraph 3 has ended.

       Each party may disclose any Proprietary Information to the extent that
       such Party has been advised by counsel that such disclosure is necessary
       to comply with laws or regulations, or as necessary in connection with
       the filing of any patent, copyright, or similar application or
       registration; provided that each Party shall give the other Party
       reasonable advance notice of such proposed disclosure, shall use its best
       efforts to secure confidential treatment of any such Proprietary
       Information and shall advise the other Party in writing of the manner of
       the disclosure.

       6.     This Agreement shall terminate two (2) years from the date first
       written above, except the obligations of confidentiality pursuant to
       paragraph 3, and the terms of paragraph 4, shall continue for the period
       specified in paragraph 3.

       7.     Neither this Agreement nor the disclosure or receipt of
       Information shall constitute or imply a commitment by either Party with
       respect to present or future business arrangements or other subject
       matter not expressly set forth herein.

       8.     The Receiving Party shall have, or shall enter into, agreements
       with its parent, divisions, subsidiary companies and consultants that
       will safeguard the Proprietary

<PAGE>

       Information disclosed hereunder consistent with the terms of this
       Agreement. With respect to employees, the Receiving Party shall advise
       all employees who will have access to Proprietary Information as to their
       obligations contained herein.

       9.     Except as expressly provided herein, no license or right is
       granted by the Disclosing Party to the Receiving Party under any patent,
       patent application, trademark, copyright, software or trade secret.

       10.    Any amendment to this Agreement must be in writing and signed by
       authorized officials of each Party.  No failure or delay in exercising
       any right under this Agreement shall operate as a waiver thereof.

       11.    At the Disclosing Party's request, all Proprietary Information of
       the Disclosing Party in tangible form that is in the possession of the
       Receiving Party shall be returned to the Disclosing Party or destroyed.

       12.    Each Party agrees that it will not disclose the subject matter or
       terms of this Agreement or the discussions between the Parties without
       the written consent of the other Party.

       13.    This Agreement shall be governed by the laws of the United
       Kingdom.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their duly authorised officers as of    December 1999 and hereby
deem that this Agreement shall be effective from the Effective Date (as defined
in the Contract).


For the Contractor:                     For the Purchaser:


INTERWAVE COMMUNICATIONS                 Lanka Cellular Services (Pvt) LIMITED

INTERNATIONAL LTD.


By                                      By

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NAME                                    NAME

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(PRINT IN BLOCK LETTERS)                (PRINT IN BLOCK LETTERS)


TITLE                                   TITLE

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DATE                                    DATE

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WITNESS                                 WITNESS

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