<PAGE>

                                                                  EXHIBIT 10.6

                         REVISED OEM PURCHASE AGREEMENT

THIS AGREEMENT  NO. [ ........] is made this [ 27TH ] day of [March    ] 1998

BETWEEN

A)       NORTHERN TELECOM LIMITED, a company incorporated under the laws of
         Canada, having an office at 8200 Dixie Road, Brampton, Ontario, L6T 5P6
         Canada, (hereafter referred to as "NTL")

AND

B)       interWAVE Communications International, a B.V. company incorporated in
         the Netherlands with offices at Emmaplein 5, 1075 AW Amsterdam, P.O.
         Box 75215m 1070 Amsterdam, The Netherlands, (hereinafter referred to as
         "the Supplier").

         collectively referred to as the "Parties" and individually as "Party".

WHEREAS the Purchaser desires to purchase Goods and Services in accordance with
the Specifications and requirements detailed in the Agreement and the Supplier
agrees to supply the same, subject to the terms and conditions set out hereunder
and the Schedules comprising part of the Agreement.

IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS:

1.       Definitions

The following definitions shall apply to the Agreement and all Purchase Orders:

         a)       "Affiliates" shall, in the case of NTL, include the parent
                  corporation Northern Telecom Limited, and Northern Telecom
                  Inc., and any corporation which the parent corporation
                  controls directly or indirectly, through the ownership or
                  control of shares or securities in such other corporation, or
                  otherwise, and in the case of the Supplier shall include the
                  parent corporation interWAVE Communications International,
                  Ltd., a Bermuda corporation, and any corporation which the
                  parent corporation controls directly or indirectly, through
                  the ownership or control of shares or securities in such other
                  corporation, or otherwise.

         b)       "Agreement" shall mean this agreement between the Purchaser
                  and the Supplier for the supply of Goods and Services,
                  including herein all documents to which reference may properly
                  be made in order to ascertain the rights and obligations of
                  the Parties.

         c)       "Customer(s)" shall mean any customer of the Purchaser for
                  which Goods and/or Services may ultimately be required.


                                 PAGE 1 OF 58
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         d)       "Equipment" shall mean the materials and hardware described in
                  Schedule 10.

         e)       "Goods" shall be the collective term given to Equipment and
                  Software.

         f)       "OEM Purchase Agreement Number" shall mean the Agreement No.
                  first above written.

         g)       "Purchase Order(s)" shall mean the Purchaser's order placed on
                  the Supplier in accordance with Clause 4 of the Agreement for
                  the supply of Goods and/or Services for which the terms and
                  conditions under the relevant Schedule and those referred to
                  under Clause 6 shall apply.

         h)       "Purchaser" shall mean NTL and any Amliate issuing Purchase
                  Orders under this Agreement.

         i)       "Services" shall mean the services to be provided by the
                  Supplier to the Purchaser as detailed in any Purchase
                  Order(s), including but not limited to, engineering services
                  and Technical Support.

         j)       "Specification" shall mean the document(s) detailed in
                  Schedule 3.

         k)       "Software" shall mean software programs and associated
                  documentation described in Schedule 10.

         l)       "Technical Support" shall mean the provision, by the Supplier,
                  of the support and maintenance services for Equipment and
                  Software as detailed in Schedule 4, Clause 4.

         m)       The singular includes the plural and vice versa, where the
                  context so requires.

         n)       The masculine includes the feminine and vice versa.

2.       SCOPE

         The Agreement provides a simplified procedure under which, from lime m
         time, the Purchaser may place Purchase Orders for the supply of Goods
         and/or Services in accordance with the terms detailed therein. The
         Goods and Services which may be supplied under the Agreement are:

         2.1      Supply of Goods;

         2.2      Engineering/Installation Services (only to the extent mutually
                  agreed upon by the parties);

         2.3      Spares of Equipment;

         2.4      Support services in accordance with the provisions of Schedule
                  4;

         2.5      Training courses for Purchaser and Customer personnel in
                  accordance with Schedule 5; and

         2.6      Documentation for Goods as described in Schedule 3.

3.       TERM AND TERMINATION OF THE AGREEMENT


                                 PAGE 2 OF 58
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         3.1      The Agreement shall commence on the date first above written
                  and shall, subject to the earlier termination in accordance
                  with the provisions contained therein, continue for a period
                  of five (5) years wherein it shall terminate unless extended
                  for such further period or periods as shall be agreed, in
                  writing, between the Parties.

         3.2      Without prejudice to other rights, either party shall have the
                  right forthwith to terminate the Agreement upon written
                  notice, including all Purchase Orders, and to claim for any
                  resulting losses or expenses if the other party commits a
                  breach of the Agreement and fails to remedy the breach within
                  60 days of written notice from the non-defaulting parties
                  indicating: (i) the nature and basis of such default with
                  reference to the applicable provisions of this Agreement, and
                  (ii) the non-defaulting party's intention to terminate this
                  Agreement under this sub-clause 3.2 if such default continues.

         3.3      Termination of this Agreement shall not affect the validity of
                  software licenses for Equipment previously sold by Supplier.
                  Upon termination of the Agreement pursuant to sub-clause 3.2,
                  all obligations of both parties accruing after the date of
                  termination, shall be terminated (except as set forth in
                  sub-clause 3.4), including Purchaser's obligation to pay
                  penalties for subsequent quarters pursuant to Schedule 9,
                  provided that any such termination shall have no effect on the
                  terminating party's rights to claim for any resulting losses
                  and expenses as set forth in sub-clause 3.2.

         3.4      The provisions of Clauses 7, 10 and sub-clause 11.5 shall
                  survive any termination or expiration of this Agreement.

4.       ORDERING PROCEDURE AND FORECAST

         4.1      Goods and Services shall be supplied in accordance with
                  accepted Purchase Order submitted by the "Procurement
                  Administrator" of the Purchaser. Such Procurement
                  Administrator is detailed in Schedule 7.

         4.2      Purchase Orders will be sent to the address detailed in
                  Schedule 7.

         4.3      All Purchase Orders will quote the "OEM Purchase Agreement
                  Number" and the Supplier's Part Number (as shown in Schedule
                  2 ).

                  4.3.1    This Agreement will be supplemented by a
                           configuration guide to be completed jointly by the
                           Purchaser and Supplier within 30 days of signing this
                           Agreement. The material in the configuration guide
                           shall be created to assist the Purchaser in
                           developing sales materials and to facilitate the
                           ordering process as further described in sub-clause
                           4.3.2.

                  4.3.2    This Agreement will be supplemented by an ordering
                           guide to be completed jointly by the Purchaser and
                           Supplier within 45 days of signing this Agreement.
                           The material in the ordering guide will contain
                           further clarifications to Schedule 2 and will be
                           consistent with the contents of this Agreement. In
                           the case of dispute between this agreement and the
                           ordering guide, this agreement shall prevail. The
                           sole purpose of these actions will be to simplify the
                           ordering and delivery of the goods and is not meant
                           to alter or modify this agreement.


                                 PAGE 3 OF 58
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         4.4      The Supplier hereby agrees to acknowledge all Purchase Orders
                  which conform to the terms of the Agreement. The Supplier
                  shall forward a written acknowledgement of receipt of Purchase
                  Orders within 2 working days of receipt thereof to the address
                  given in Schedule 7 (sub-clause 3.1), and written acceptance
                  or rejection within seven (7) days, failing which the Purchase
                  Order shall be deemed accepted by the Supplier. Supplier shall
                  use best efforts to accept Purchase Orders for aggregate
                  quantities up to those in Purchaser's forecast for the
                  corresponding period as described in Schedule 2. All Purchase
                  Orders once accepted shall constitute separate and individual
                  contracts under the Agreement.

         4.5      The delivery/performance lead times for Goods and Services are
                  detailed in Schedule 2 Paragraph 4.

         4.6      Periodic Reviews and Goods Volume Forecast

                  4.6.1    Purchaser shall provide forecasts of the Purchaser's
                           required volume of Goods as set forth in Schedule 2.
                           Manufacture of Goods in advance of receipt of valid
                           Purchase Orders shall be at the Supplier's sole risk
                           and expense, except as set forth in Schedule 9.

                  4.6.2    The Parties will meet monthly to review each other's
                           performance of its obligations under the Agreement.
                           Such reviews will include:

                           4.6.2.1     The Suppliers performance in respect off
                                       quality requirement stock holding levels,
                                       lead times;

                           4.6.2.2     Price;

                           4.6.2.3     Forward order book;

                           4.6.2.4     Forecasts and orders and open technical
                                       issues; and

                           4.6.2.5     under the Agreement.

         4.7      Each Affiliate may, but shall not be obligated to, issue
                  Purchase Orders to the Supplier, and the Supplier shall
                  fulfill such Purchase Order in accordance with the provisions
                  of this Agreement. Each Purchase Order issued to Supplier
                  shall create rights and obligations solely between the
                  Supplier and the Affiliate which issues the Purchase Order. No
                  Affiliate shall be liable to Supplier for performance of any
                  obligation of another Affiliate arising in connection to this
                  Agreement. For purpose of this Agreement, an Affiliate issuing
                  a Purchase Order shall be considered as Purchaser in terms of
                  the rights and obligations set forth in this Agreement. Such
                  Purchase Orders shall be submitted to the Supplier by the
                  Affiliate through the Procurement Administrator as set forth
                  in Schedule 7.

5.       PRICE

         5.1      The price(s) to be paid by the Purchaser for the supply of
                  Goods and Services:


                                 PAGE 4 OF 58
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                  -        are detailed in Schedule 2 of the Agreement., as may
                           be amended from time to time in accordance with the
                           provisions detailed therein;

                  -        will be stated on the Purchase Order and shall be
                           consistent with this Agreement;

                  -        are exclusive of VAT, sales and all other like taxes,
                           customs, duties, tariffs, and other similar charges,
                           provided that the Supplier agrees not to assess any
                           applicable excise or sales tax where the Purchaser
                           furnishes Supplier a valid tax exemption certificate,
                           a certificate of authority, a direct pay permit
                           and/or any equivalent acceptable to the applicable
                           taxing authority.

                  -        do not include all shipping, freight, delivery and
                           insurance charges for shipments to the address
                           detailed on the Purchase Order in the United States,
                           which will be born by the Purchaser, and unless
                           otherwise agreed to in writing, the Supplier shall be
                           entitled to invoice the Purchaser for the price of
                           Goods shipped outside the United States including any
                           transport, packaging, and insurance charges.

                  -        shall be set forth on the invoice billed to Purchaser
                           along with a reference to the Purchase Order for such
                           Goods.

         5.2      Supplier shall use all reasonable efforts to provide accurate
                  tax, delivery, and insurance information on all invoices where
                  appropriate.

         5.3      The Purchaser shall withhold taxes required to be withheld
                  from payments made by the Purchaser to the Supplier.

         5.4      The price(s) stated in Schedule 2 are FOB Supplier's plant.


6.       PURCHASE ORDER TERMS AND CONDITIONS

         6.1      Unless otherwise agreed in writing by both parties, the terms
                  and conditions detailed in Schedule 1 shall apply to all
                  Purchase Orders and shall prevail over and be to the exclusion
                  of any terms. and conditions proposed by either party in any
                  Purchase Order acknowledgment or any other document.

         6.2      Sub-clause 6.1 shall not serve to prevent either party
                  requesting amendments to the terms and conditions detailed in
                  Schedule 1 to reflect Customer, supplier or other requirements
                  for specific projects. The Parties agree to discuss, in good
                  faith, any such requested amendments.

7.       CONFIDENTIALITY

         7.1      Each of the parties recognizes and agrees that the
                  unauthorized use or disclosure of the other party's
                  confidential or proprietary information relating to such
                  party's business plans, technology, and products
                  ("Confidential Information") would cause irreparable injury to
                  the disclosing party for which it would have no adequate
                  remedy at law, and that an actual or


                                 PAGE 5 OF 58
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                  threatened breach of this Clause shall entitle the disclosing
                  party to obtain immediate injunctive relief prohibiting such
                  breach, in addition to any other rights and remedies available
                  to it. If Confidential Information is disclosed orally, the
                  disclosing party shall notify the receiving party of the
                  confidential nature of the Confidential Information at the
                  time of disclosure and such Confidential Information shall be
                  reduced to writing, marked as confidential and delivered to
                  the receiving party within thirty (30) days after oral
                  disclosure.

         7.2      For the period during and for three (3) years following the
                  last clay of the term all Confidential Information shall be
                  subject to the following:

                  7.2.1    The recipient shall restrict disclosure of the
                           Confidential Information to recipient's employees and
                           contractors with a "need to know" (i.e. employees and
                           contractors that require the Confidential Information
                           to perform their responsibilities in connection with
                           this Agreement) and shall not disclose it to any
                           other person or entity without the prior written
                           consent of the disclosing party,

                  7.2.2    The recipient shall use the Confidential Information
                           only for the purposes of performing under this
                           Agreement;

                  7.2.3    The recipient shall advise those employees and
                           contractors who access the Confidential Information
                           of their obligations with respect thereto;

                  7.2.4    The recipient shall copy the Confidential-Information
                           only as necessary for those employees and contractors
                           who are entitled to receive it and ensure that all
                           confidentiality notices are reproduced in full on
                           such copies; and

                  7.2.5    The recipient shall return all copies of such
                           Confidential Information to the disclosing party at
                           the disclosing party's request.

                  7.2.6    If any Confidential Information is required to be
                           disclosed in response to a valid order of the court
                           or lawful request of a government agency, the
                           recipient shall first notify the disclosing party of
                           the order or request and permit the disclosing party
                           to seek an appropriate protective order.

         7.3      The confidentiality obligations set forth in this Clause 7
                  will not apply to any Confidential Information that:

                  -        becomes known to the general public without fault or
                           breach on the part of the receiving party;

                  -        the receiving party obtains from a third party
                           without breach of a nondisclosure obligation and
                           without restriction on disclosure;

                  -        is furnished to a third party by the disclosing party
                           without a similar restriction on such third party's
                           rights;

                  -        can by written records be shown to have been known by
                           the receiving party at the time of disclosure; or


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                  -        the receiving party can demonstrate to the reasonable
                           satisfaction of the disclosing party was developed
                           independently by employees or contractors of the
                           receiving party who had no access to Confidential
                           Information directly related to such independent
                           development

         7.4      Neither party shall publicly disclose any information
                  regarding the terms and conditions contained herein without
                  having received prior approval, in writing, from the other
                  party.

8.       QUALITY REQUIREMENTS

         The quality requirements detailed in Schedule 6 shall apply to all
         Goods and Services supplied under or in connection with the Agreement.

9.       ENTIRE AGREEMENT

         This Agreement, together with its Schedules and all Purchase Orders,
         along with the Series G Preferred Stock and Warrant Purchase Agreement,
         the Technical Information Agreement, and the Patent License Agreement,
         together constitute the complete statement of the obligations of the
         Parties as to the subject matter hereof and supersedes all previous
         agreements and understandings between the Parties, whether oral or
         written, and may not be modified except in writing signed by the duly
         authorized representatives of both Parties. The OEM Purchase Agreement
         entered into between the parties and dated March 17, 1998 is superseded
         and replaced in its entirety by this Revised OEM Purchase Agreement.

10.      DISPUTES AND GOVERNING LAWS

         10.1     In the event the Parties are unable to amicably settle
                  disputes between them, and unless the Parties mutually elect
                  to pursue an alternative dispute procedure, whether binding or
                  non-binding, all actions or proceedings to enforce, or which
                  arise in connection with or relate to, this Agreement, any of
                  the agreement in the form of Exhibits hereto or any of the
                  transactions contemplated hereby or thereby shall be brought
                  and litigated exclusively in the United States District Court,
                  Northern District of California (or, in the event such court
                  does not have jurisdiction, the courts of the State of
                  California located in such district), unless such actions or
                  proceedings are required to be brought in another court to
                  obtain subject matter jurisdiction over the matter in
                  controversy. In any such actions or proceedings, service of
                  process may be made upon the other Party hereto by registered
                  or certified mail, return receipt requested, to its address
                  indicated herein, which service shall be deemed effective 10
                  days after mailing, Each of the Parties hereto (i) consents to
                  the jurisdiction of such court or courts and to service of
                  process by registered or certified mail, as provided above, or
                  by any other manner provided by the laws of the State of
                  California and the rules of such courts and (ii) waives any
                  right it may have to assert the doctrine of FORUM NON
                  CONVENIENS, to assert that it is not subject to the
                  jurisdiction of such courts or to object to venue to the
                  extent any action or proceeding is brought in accordance with
                  this sub-clause.

         10.2     WAIVER OF TRIAL BY JURY. THE SUPPLIER AND NTL WAIVE THE RIGHT
                  TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING UNDER THIS
                  AGREEMENT OR ANY


                                 PAGE 7 OF 58

<PAGE>

                  ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS
                  CONTEMPLATED HEREBY, REGARDLESS OF WHICH PARTY INITIATES
                  ANY SUCH ACTION OR PROCEEDING.

         10.3     This Agreement and all Purchase Orders shall be governed by
                  the laws of the State of California, without application of
                  conflict of law rules. The Vienna International Convention for
                  the Sale of Goods shall not apply.

11.     GENERAL

         11.1     Any notice to be given under the Agreement must be in writing
                  and may either be delivered by hand or sent by prepaid post to
                  the appropriate "Authorized Representative" or "Procurement
                  Administrator" at the address given in Schedule 7.

         11.2     Nothing in this Agreement shall prevent either Party from
                  entering ,into other supply and/or marketing arrangements with
                  third parties for similar Goods and Services except as
                  specified in Schedule 9 or in a manner which otherwise
                  conflicts with the rights granted to the Purchaser under
                  sub-clause 11.1 of Schedule 1.

         11.3     No claim or right arising out of breach of the Agreement by
                  either party may be discharged in whole or in part by any
                  waiver or renunciation of the claim or right unless such
                  waiver or renunciation is in writing, signed by the other
                  party.

         11.4     Neither party may novate or assign this Agreement or any of
                  its rights benefits or obligations arising thereunder without
                  the prior written consent of the other party, except that
                  either party may assign and delegate all of is rights and
                  obligations hereunder in conjunction with a sale of all or
                  substantially all of it business or assets to which the
                  Agreement relates, and that Supplier may assign this Agreement
                  to a Supplier Affiliate provided that Supplier shall remain
                  liable for its obligations hereunder.

         11.5     EXCEPT FOR INDEMNIFICATION UNDER SCHEDULE 1, SECTION 19 (FOR
                  WHICH LIABILITY IS ADDRESSED IN SECTION 19.7) OK WILLFUL
                  BREACH OF CLAUSE 7, IN NO EVENT SHALL EITHER PARTY'S LIABILITY
                  ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE NET
                  AMOUNTS PAID OR OWED BY PURCHASER TO SUPPLER HEREUNDER DURING
                  THE PREVIOUS TWELVE MONTHS. IN NO EVENT SHALL EITHER PARTY BE
                  LIABLE HEREUNDER, WHETHER IN CONTRACT, TORT (INCLUDING
                  NEGLIGENCE) OR OTHERWISE FOR ANY FORM OF INDIRECT OR
                  CONSEQUENTIAL LOSS, INCLUDING BUT NOT LIMITED TO, LOSS
                  (WHETHER DIRECT OR INDIRECT) OK USE, PRODUCTION, BUSINESS,
                  ANTICIPATED SAVINGS, INCOME OR PROFITS EVEN IF SUCH LOSS WAS
                  REASONABLY FORESEEABLE OR IF SUCH PARTY HAD BEEN ADVISED OF
                  THE POSSIBILITY OF THE OTHER PARTY INCURRING THE SAME.

SCHEDULE 1        TERMS AND CONDITIONS FOR SUPPLY

SCHEDULE 2        PRICES


                                 PAGE 8 OF 58

<PAGE>

SCHEDULE 3        SPECIFICATIONS

SCHEDULE 4        SUPPORT REQUIREMENTS

SCHEDULE 5        TRAINING PROGRAMS

SCHEDULE 6        QUALITY REQUIREMENTS

SCHEDULE 7        ORDERING AND BILLING DETAILS

SCHEDULE 8        ESCROW

SCHEDULE 9        PURCHASING BASELINE AND EXCLUSIVITIES

SCHEDULE 10       PRODUCT DESCRIPTIONS


                                 PAGE 9 OF 58

<PAGE>

IN WITNESS WHEREOF the Parties have entered into this Agreement the day and year
first above written

SIGNED BY
a duly authorized person on
behalf of Northern Telecom Limited

                                        Signature     } /s/: James Cochrane
                                                        -----------------------

                                        Name          }JAMES J. COCHRANE
                                                       ------------------------

                                        Position      }MANAGER M & A
                                                       ------------------------

                                        Signature     }
                                                        -----------------------

                                        Name          }
                                                        -----------------------

                                        Position      }
                                                        -----------------------

SIGNED BY
a duly authorized person on
behalf of interWAVE Communications International

                                        Signature     }/s/:  xxxx
                                                       ------------------------

                                        Name          }THOMAS W. HUBBS
                                                       ------------------------

                                        Position      }Sr. VP CFO
                                                       ------------------------


                                 PAGE 10 OF 58

<PAGE>

SCHEDULE 1

TERMS AND CONDITIONS FOR SUPPLY

<TABLE>
<CAPTION>

CONTENTS                                                                                                               PAGE

<S>                                                                                                                    <C>
1. DEFINITIONS...........................................................................................................12

2. STANDARD AND SCOPE OF WORK............................................................................................12

3. PURCHASER SUPPLIED ITEMS..............................................................................................12

4. DELIVERY..............................................................................................................13

5. QUALITY ASSURANCE.....................................................................................................14

6. REGULATORY COMPLIANCE.................................................................................................14

7. INSPECTION, ACCEPTANCE AND REJECTION..................................................................................15

8. ACCESS................................................................................................................16

9. PAYMENT ..............................................................................................................16

10. TITLE AND RISK.......................................................................................................17

11. LICENSES - GENERAL...................................................................................................17

12. SOFTWARE LICENSE RIGHTS..............................................................................................18

13. BADGING..............................................................................................................18

14. VARIATIONS...........................................................................................................18

15. GUARANTEE............................................................................................................19

16. DELAYS...............................................................................................................23

17. TERMINATION..........................................................................................................23

18. CANCELLATION.........................................................................................................23

19. INTELLECTUAL PROPERTY................................................................................................24

20. INDEMNIFICATION AND INSURANCE........................................................................................25

21. CONFIDENTIALITY......................................................................................................25

22. FORCE MAJEURE........................................................................................................25

23. PROPRIETARY NOTICES..................................................................................................26

24. RECOVERY OF SUMS DUE.................................................................................................26

25. GENERAL..............................................................................................................26
</TABLE>

                                 PAGE 11 OF 58

<PAGE>


1.       DEFINITIONS

         In addition to the definitions detailed in Clause 1 of the Agreement,
         the following definitions shall apply to the Purchase Order:

         a)       "Acceptance" shall mean that the Goods or part thereof have
                  been completed in accordance with the terms of the Purchase
                  Order and to the satisfaction of the Purchaser.

         b)       "Acceptance Tests" shall mean the inspection and testing,
                  including field testing, to be carried out by the Purchaser to
                  establish that the Goods have been completed in accordance
                  with the Purchase Order. The inspection and testing to be
                  carried out are detailed in the Acceptance Test Specification,
                  identified in Schedule 3, and/or such other tests as may be
                  agreed in writing between the Purchaser and the Supplier.

         c)       "Design Defect" shall mean a defect inherent in the design or
                  manufacture of the Goods.

         d)       "Factory Tests" shall mean the inspection and testing of
                  Goods, to be carried out by the Supplier at his works prior to
                  shipment, in accordance with the Factory Test Specification
                  identified in Schedule 3.

2.       STANDARD AND SCOPE OF WORK

         2.1      Goods and Services shall be supplied in accordance with the
                  Specification(s) and Schedules of the Agreement and any other
                  requirements as may be agreed in writing by the parties .

         2.2      The Supplier shall use good quality materials, techniques and
                  standards and execute the Purchase Order with the care, skill
                  and diligence required in accordance with best engineering and
                  telecommunications practice and the provisions of this
                  agreement.

3.       PURCHASER SUPPLIED ITEMS

         All property issued (hereinafter referred to as "Issued Property") by
         the Purchaser to the Supplier under the Purchase Order shall be subject
         to the following:

         3.1      Title in Issued Property shall remain at all times with the
                  Purchaser;

         3.2      Issued Property shall be used solely for the purpose of
                  carrying out the requirements of the Purchase Order, and

         3.3      Issued Property shall be at the risk of the Supplier from
                  delivery to the Supplier's site or other premises, as agreed,
                  until the Issued Property is returned to the Purchaser in
                  accordance with 3.3.1 or 3.3.2, as appropriate.

                  3.3.1    Where Issued Property is embedded in or combined with
                           the Goods, risk in such Issued Property shall revert
                           to the Purchaser when such Issued Property has been
                           delivered to the Purchaser in accordance with the
                           Purchase Order.

                                 PAGE 12 OF 58
<PAGE>


                  3.3.2      Any issued Property not used by the Supplier for
                             his performance of the Purchase Order shall be
                             returned to the Purchaser within fourteen (14) days
                             of completion of the Purchase Order, in good
                             condition and at the Supplier's expense.

         3.4      Unless the Supplier advises the Purchaser to the contrary
                  within five (5) days of receiving Issued Property, such Issued
                  Property shall be deemed to have been delivered to the
                  Supplier in a satisfactory condition and be fit for the
                  purpose detailed in the Purchase Order.

         3.5      While Issued Property is at the risk of the Supplier in
                  accordance with sub-clause 3.3, the Supplier shall maintain
                  adequate insurance policies to cover such risk. On request, by
                  the Purchaser, the Supplier shall provide evidence that such
                  insurance is in effect. Where the Supplier cannot demonstrate,
                  to the reasonable satisfaction of the Purchaser, the existence
                  of such insurance, the Purchaser shall have the right to
                  effect such insurance as may be necessary. The cost of such
                  insurance shall be for the Supplier's account.

         3.6      While in the Supplier's custody, the Goods shall be clearly
                  marked as the property of the Purchaser. The Purchaser shall
                  be permitted access to the Supplier's. premises at any time to
                  inspect and/or remove Issued Property.

4.       DELIVERY

         4.1      The Goods and Services are to be supplied/performed in
                  accordance with the time scales stated on the Purchase Order
                  and consistent with the time frames and lead times of Clause 4
                  of Schedule 2 in the provisions of this agreement.

         4.2      The Goods and Services shall be delivered to or performed at
                  the address(es) stated on the Purchase Order. No shipments
                  shall be made to such address(es) without the prior
                  notification of the Purchaser.

         4.3      The Supplier shall:

                  4.3.1    package the Goods in such a manner to ensure their
                           delivery undamaged to the delivery address(es). Each
                           package shall be clearly marked with the Purchaser's
                           name, delivery address and the number of packages;
                           and

                  4.3.2    supply an advice note showing the Purchase Order
                           number, the Purchaser's part number, quantity
                           delivered, number of packages, method and route of
                           transportation to the Purchasers "Goods-In Receiving
                           Office". One copy of such advice note shall accompany
                           the Goods on delivery.

         4.4      The Supplier shall give the Purchaser such prior written
                  notice as the Purchaser may require of delivery of Goods or
                  any other items having a toxic hazard or other hazard to the
                  safety or health of persons or property. Such notice shall
                  identify the hazards and give full details of any precautions
                  to be taken by the Purchaser on receipt of such Goods or other
                  items and their appropriate storage or handling requirements.

                                 PAGE 13 OF 58
<PAGE>


         4.5      The Supplier shall notify the Purchaser immediately where any
                  event occurs that will or is likely to delay delivery of the
                  Goods or performance of Services. Such notification shall
                  include details of the Supplier's recovery plan to remedy the
                  delay. The submission of such notification shall not release
                  the Supplier from the performance of its obligations under the
                  Purchase Order.

5.       QUALITY ASSURANCE

The Supplier shall comply with the quality requirements detailed in Schedule 6
of the Agreement.

6.       REGULATORY COMPLIANCE

         6.1 To the extent applicable all Goods delivered to Purchaser or
             Affiliate-under this Agreement shall:

                  a)       be approved and listed and listed as authorized to
                           bear the CE Mark certifying the product as meeting
                           all safety and emissions standards as required for
                           the equipment;

                  b)       be verified, accepted and approved by Underwriter's
                           Laboratories ("U.L") and in compliance with Class B
                           under part 15 and other applicable limits under part
                           24 of the Regulations of the U.S. Federal
                           Communications Commission.

         6.2      To the extent applicable, all user manuals or other operator
                  manuals and/or written material supplied with the Products
                  shall contain any appropriate warning notices.

         6.3      Supplier agrees it shall ship no Goods prior to issuance of
                  the approvals set forth in sub-clause 6.1 or those identified
                  in 6.4 without the prior written consent of the Purchaser or
                  its Affiliate.

         6.4      Both parties agree to the following steps to determine if all
                  necessary approvals have been issued by the appropriate
                  agencies before committing to delivery.

                  6.4.1    Supplier shall provide to Purchaser a list of
                           regulatory/compliance approvals it has received. This
                           list will be updated on a quarterly basis.

                  6.4.2    Purchaser shall identify and provide to Supplier
                           information on the nature and scope of additional
                           regulatory/compliance approvals required to pursue an
                           opportunity within 30 days after the country specific
                           requirement appears in the 12 month forecast

         Based upon the information in sub-clause 6.4.2 the Parties will agree
         to do one of the following.

                           6.4.2.1  Supplier may agree to obtain regulatory plus
                                    government approvals within 120 days of the
                                    initial notification stated in sub-clause
                                    6.4.2. Supplier must confirm its intentions
                                    to do so within 30 days after receipt of a
                                    written request. If Supplier agrees to
                                    obtain the necessary approvals it must
                                    provide to Purchaser written verification of
                                    such approvals within the 90 day period
                                    after has stated its intentions to do so.

                                 PAGE 14 OF 58
<PAGE>


                           6.4.2.2  If Supplier declines to obtain such
                                    approvals, the Purchaser may agree to obtain
                                    the necessary approvals and Purchaser shall
                                    be compensated for its out-of-pocket costs
                                    by the Supplier after obtaining such
                                    approval.

                           6.4.2.3  If both Purchaser and Supplier decline to
                                    obtain such approvals ,the Purchaser's
                                    volume commitment shall be reduced by the
                                    dollar amount of the forecast for the
                                    affected countries.

7.       INSPECTION, ACCEPTANCE AND REJECTION

         7.1       Factory Inspection and Testing

                  7.1.1    Prior to shipment, all Goods shall be subject to
                           Factory Tests.

                  7.1.2    The Purchaser shall make a request to the Supplier to
                           attend and witness Factory Testing of Goods five (5)
                           days prior to the commencement of Factory Tests, if
                           the Purchaser so desires. If the Purchaser fails to
                           attend Factory Tests, the Supplier shall nevertheless
                           carry out Factory Tests, the results of which shall
                           accompany the Goods when delivery takes place, unless
                           otherwise agreed.

                  7.1.3    Without prejudice to the Supplier's obligations to
                           deliver Goods by the due date(s), Goods shall not be
                           shipped to the Purchaser until they have successfully
                           completed all Factory Tests.

         7.2      Inspection and Testing after Delivery

                  7.2.1    Goods shall, at the Purchaser's discretion be subject
                           to Acceptance Tests by the Purchaser after delivery.
                           On successful completion of the Acceptance Tests, the
                           Purchaser will, subject to 7.2.2, issue to the
                           Supplier a certificate of "Acceptance" which shall
                           detail the date the Acceptance Tests were
                           successfully completed or commercial service
                           whichever is first.

                  7.2.2    Where Goods do not successfully complete the
                           Acceptance Tests, the Purchaser will issue within two
                           (2) days of completion of Acceptance Tests to the
                           Supplier, a notice of rejection which shall detail
                           the faults complained of. The Supplier shall:

                           -        within a period of fifteen (15) days,
                                    immediately following notification, remedy
                                    such faults.

                  7.2.3    The Purchaser in accordance with sub-clause 7.2.2
                           shall be subject to repeat Acceptance Tests.

                  7.2.4    Where the Supplier fails to remedy faults within the
                           period detailed in 7.2.2, the Purchaser shall without
                           prejudice to any other rights or remedies, have the
                           option to either:

                                 PAGE 15 OF 58
<PAGE>


                           -        extend the period for remedy of faults by
                                    the Supplier, or

                           -        remedy the faults, or have the faults
                                    remedied by a third party and recover from
                                    the Supplier any costs and expenses recurred
                                    in so doing with prior notification from the
                                    Purchaser. Remedy of faults under this
                                    clause shall not invalidate the guarantee
                                    given under Clause 15.

                  7.2.5    In the event that neither the Supplier nor the
                           Purchaser chooses to remedy the faults, the Purchaser
                           shall be allowed to cancel that portion of the
                           Purchase Order that relates to the faulty Goods.

8.       ACCESS

         8.1      The Purchaser, and if required its Customer, shall be
                  permitted to enter the Supplier's premises, at any reasonable
                  time, for any purpose in connection with the Purchase Order,
                  provided that the Purchaser gives to the Supplier at least two
                  (2) working days prior written notice.

         8.2      The Supplier shall make best efforts possible to ensure that
                  any sub-contracts relating to the Purchase Order permit
                  similar access rights to the sub-contractor's premises for the
                  Purchaser's and, if required, its Customer's personnel.

9.       PAYMENT

         9.1      The Supplier may submit invoices for payment to the Purchaser:

                  9.1.1    for Goods based upon the following schedule

                        30% on Order
                        50% on Shipment
                        20% payment of invoice due upon the earlier of:

                           -        completion of the Acceptance Tests, or

                           -        Goods in commercial service, or

                           -        120 days after shipment where the Goods have
                                    not been rejected or returned in accordance
                                    with sub-clause 7.2.2. in Schedule 1.

                  9.1.2    for spares; on shipment; or

                  9.1.3    ten (10) days after shipment of documentation
                           conforming to the requirements of this Agreement; or

                  9.1.4    for training; on completion of the training course;
                           or

                  9.1.5    unless otherwise agreed, monthly in arrears for the
                           provision of engineering/installation services; or

                                 PAGE 16 OF 58
<PAGE>


                  9.1.6    quarterly in advance for the provision of Technical
                           Support.

                  9.1.7    for Shortfall Payments at the end of the
                           corresponding quarter as per Schedule 9.

         9.2      Payment of valid invoices is due within 45 days of date of
                  invoice by the Purchaser.

         9.3      Invoices must be submitted to the address detailed in
                  sub-clause 3.2 of Schedule 7 to the Agreement, quote the
                  Purchase Order number and detail the Goods and Services to
                  which they relate.


10.      TITLE AND RISK

         10.1     Title in Goods (excluding Software for which a license to use
                  will be granted in accordance with Clause 12) shall pass to
                  the Purchaser FOB Supplier's plant for shipments within the
                  United States and title in Goods for all other shipments shall
                  pass to the Purchaser at port of entry of the country
                  addressed on the Purchase Order.

         10.2     Risk of loss or damage to the Goods shall pass according to
                  sub-clause 10.1. Where Goods are rejected in accordance with
                  sub-clause 7.2.2, risk in the Goods shall revert back to the
                  Supplier if rejected Goods are not remedied and re-delivered
                  in accordance with sub-clause 7.2.2.

11.      LICENSES- GENERAL

         11.1     It is acknowledged by the Supplier that procurement of Goods,
                  by the Purchaser, may be for direct or indirect re-sale
                  (including installation), lease or hire to Customers anywhere
                  in the world in accordance with 11.4.

         11.2     In pursuance of 11.1, the Supplier hereby grants to the
                  Purchaser a non-exclusive, irrevocable, royalty free license
                  to:

                  11.2.1   use, lease, hire, sell (including installation) and
                           maintain Equipment anywhere in the world; and

                  11.2.2   use, copy and reproduce in whole or in part any
                           literature whatever relating to Goods for the
                           purposes of such lease, hire, maintenance and sale of
                           Goods anywhere in the world.

         11.3     The Supplier warrants that it has the right to grant the
                  licenses detailed under Clause 11.2.

         11.4     Purchaser shall have sole responsibility for ensuring that it
                  has obtained all necessary approvals and licenses from the
                  relevant export authorities prior to the delivery date for any
                  Purchase Order for delivery outside the United States, or
                  before re-exporting any Goods outside the United States. The
                  Supplier shall provide the information to assist the Purchaser
                  in obtaining necessary licenses for re-exportation of Goods to
                  any ultimate destination outside of the United States.

                                 PAGE 17 OF 58
<PAGE>


                  Further, the supplier shall provide such assistance as the
                  Purchaser may reasonably require to obtain import duty
                  relief for onward sale of Goods.

         11.5     The Supplier undertakes, without delay, to notify the
                  Purchaser of any export restrictions that arise that may
                  affect the Purchaser's ability to maintain or offer for sale,
                  lease or hire Goods in a particular country. The Supplier
                  shall provide written notification to the Purchaser
                  immediately after cessation of such export restrictions.

12.      SOFTWARE LICENSE RIGHTS

         12.1     Where Software is supplied under the Purchase Order whether
                  incorporated in any Equipment or otherwise, then without
                  prejudice to any other licenses or rights granted to the
                  Purchaser under the Purchase Order, the Supplier hereby grants
                  to the Purchaser a non-exclusive, irrevocable, royalty free
                  license to use, sell, lease, hire, install repair, maintain
                  and/or dispose of the Software anywhere in the world. Such
                  license shall include the right for the Purchaser to
                  sub-license the Software directly or indirectly on
                  substantially the same terms to Customers and the right to:

                  12.1.1   use the Software for the purpose of training,
                           operating networks, maintaining and supporting
                           Customer's telecommunications networks and making
                           copies for back-up purposes;

                  12.1.2   modify documentation provided to the Purchaser and
                           distribute such modified documentation directly or
                           indirectly to Customer's.

         12.2     The Supplier confirms that it has full right and title to
                  grant to the Purchaser the Software license rights included
                  under this Clause 12.

         12.3     The provisions of this Clause 12 shall survive the expiry or
                  termination of the Purchase Order..

13.      BADGING

         13.1     The Purchaser shall sell or sub-license Goods under the
                  Northern Telecom name or for that of its Customer(s), with
                  prior written consent of the Supplier, which is not to be
                  unreasonably withheld. If requested, by the Purchaser, the
                  Supplier shall supply Goods complete with the appropriate logo
                  affixed to the Goods.

         13.2     Where the Purchaser exercises its rights under sub-clause
                  13.1, the Purchaser shall provide details of the logo and
                  positioning not later than three (3) weeks prior to the due
                  date for delivery.

14.      Variations

         14.1     The Purchaser shall make every effort to place Purchase Orders
                  in accord with this agreement. In the event of unusual
                  circumstances, the Purchaser may request the Supplier to make
                  modifications to the Purchase Order. The Supplier shall make
                  best efforts to furnish details of the effect such Variation
                  will have on the Goods and Services within ten (10) days of
                  receipt of the Purchaser's request or such other period as may
                  be agreed.

                                 PAGE 18 OF 58
<PAGE>

         14.2     Where the Supplier shows that a Variation in accordance with
                  sub-clause 14. 1 involves a change in the cost or time scales
                  for the Goods and/or Services, the Supplier shall use best
                  efforts to keep the change to the time scales and extra costs
                  or savings arising from the Variation reasonable. The
                  provisions of Schedule 2 of the Agreement sub-clause 3.2 shall
                  apply.

         14.3     The Supplier shall not vary the Goods and Services to be
                  supplied under the Purchase Order in any respect unless
                  instructed in writing to do so by the Purchaser and so long as
                  the variations still conform with and are included in this
                  Agreement.

15.      GUARANTEE

         15.1     If during a period of sixteen (16) months from shipment
                  acceptance or during the "Guarantee Period", the Supplier is
                  notified of a material defect in the Goods that is due to
                  faulty design, manufacture, materials, workmanship, inadequate
                  performance against Specification or the negligence of the
                  Supplier, the Supplier shall, at the Supplier's option,
                  correct, modify, repair or replace the Goods at the Supplier's
                  expense. Such correction, modification, repair or replacement
                  shall be carried out:

                  -        for Equipment; within a period of thirty (30) days of
                           return of the Equipment to the Supplier's works; and

                  -        for Software; within the time scales detailed in
                           Schedule 4, Clause 4.2, appropriate to the category
                           of defect; and

                  -        the parties agree to make their best effort to work
                           together to reduce the above lead time in the future.

         15.2     All Goods shall be marked (in a manner to be agreed by the
                  Purchaser) with a date code which corresponds to the date that
                  the Equipment was finished being Factory Tested at the
                  Supplier's works.

         15.3     All Goods corrected, modified, repaired or replaced in
                  accordance with sub-clause 15.1 shall from the date of
                  shipment of the repaid Equipment to the Customer site, be
                  re-warranted for the remainder of the original Guarantee
                  Period or for a period of seven (7) calendar months, whichever
                  is the longer.

         15.4     If any defect notified in accordance with sub-clause 15.1 is
                  not remedied within the period specified, the Purchaser may,
                  without prejudice to its other rights and remedies in respect
                  of the Supplier's failure to remedy such defect, proceed to do
                  the work at the Supplier's risk and expense with the
                  Supplier's prior approval. Remedy of defects under this
                  sub-clause 15.4 shall not invalidate the guarantee given under
                  sub-clause 15. 1.

         15.5     Equipment Deficiency and Product Change Notices

                  Supplier may, at any time, make Class A, Class B or Class D
                  product changes to the Equipment or modify the drawings and
                  specifications relating thereto (hereinafter referred to as
                  "Product Change"), provided that any such Product Change, does
                  not affect form, fit or function of the


                                 PAGE 19 OF 58

<PAGE>

                  Equipment or the interchangeability of the Equipment with
                  other Equipment, or with spare parts, and that Supplier
                  notifies the Purchaser in writing thereof as soon as
                  practicable. In the event any Product Change affect form, fit
                  or function or interchangeability of the Products, Supplier
                  shall notify the Purchaser in writing thereof prior to any
                  planned changes 120 days in advance, except Class D Changes -
                  non Customer Affecting, and if such change adversely affects
                  Purchaser or its Customers, Purchaser may reject such Product
                  Change. In the event the Purchaser rejects the planned change
                  and so notifies Supplier within ten (10) days and Supplier
                  fails to reach agreement thereon, the Purchaser shall have the
                  right to terminate any and all orders, in whole or in part,
                  for the Equipment affected by such change. Notwithstanding any
                  notice requirement above to the contrary, Supplier shall
                  immediately notify the Purchaser when it determines that a
                  Class A Product Change (as defined hereinafter) shall be made.
                  Supplier shall be authorized to make Class A Product Changes
                  as soon as practical.

                  15.5.1    Class A Product Change

                           Class A Product Changes are changes required to
                           correct an Equipment deficiency (e.g., safety or fire
                           hazard, electrically or mechanically inoperative,
                           unsatisfactory operation, design defects, Equipment
                           does not operate as specified). If after at least 750
                           units of a board or equipment are in service, the
                           monthly board or equipment failure rate (Number of
                           board or equipment returned within a month/Total
                           Number of board or equipment in service), as
                           specified by the Purchaser's trouble tickets,
                           averages higher than 2% over a three (3) month
                           period, a Class A Product Change will be required.
                           The number of board or equipment failures shall not
                           include the number of "No Fault Founds" or any
                           failures due to improper operation, handling or
                           maintenance as described in the Supplier's relevant
                           Equipment documentation. Class A Product Changes
                           require immediate action by Supplier to correct all
                           affected Equipment, whether in the hands of Supplier
                           or the Purchaser or their Customers including spare
                           Products. In some cases, however, it may be necessary
                           to make a change to only a limited number of a
                           particular type of Equipment. (This occurs when it is
                           necessary to correct a condition that occurs only in
                           certain Equipment combinations or with the use of
                           certain options). Such conditions shall be described
                           in the Product Change Notice.

                           Supplier shall, no later than thirty (30) days from
                           the date of the notification of a Class A Product
                           Change, provide a schedule, acceptable to the
                           Purchaser for promptly implementing, at Supplier's
                           expense, such changes with respect to the Equipment
                           in the Purchaser's or their Customer's possession.
                           Such implementation shall include the
                           de-installation, if necessary, of existing Equipment
                           and the engineering and installation of replacement
                           or modified Equipment or any additional materials.

                           The Guaranty period for redesigned Equipment will be
                           twelve (12) calendar months from the date of shipment
                           and for repaired Equipment seven (7) calendar months
                           from date of shipment.

                  15.5.2   Class B Product Change

                           Class B Product Changes ere changes are made to
                           incorporate improvements in design resulting in
                           better operation, improved testing, better
                           maintenance, longer life, service

                                 PAGE 20 OF 58


<PAGE>


                           improvements, cost reductions, new features, and the
                           like.

                           All Equipment shipped to the Purchaser after the
                           effective date of any Class B Product Change shall
                           incorporate such change. Any Equipment shipped to the
                           Purchaser prior to such date may be modified by the
                           Purchaser at its option and expense.

                           No Class B changes shall effect interoperability of
                           the Equipment.

                  15.5.3    Class D Product Change

                           Class D Product Changes are design improvements,
                           component changes, or other minor improvements not
                           sufficiently significant as to require a Class B
                           classification. Class D Product Changes are also used
                           when a change is required to facilitate manufacture
                           or to effect a cost reduction not sufficiently
                           important to justify a Class B classification.

                           No Class D changes shall effect the interoperability
                           of the Equipment.

                  15.5.4   Notices

                           Supplier shall furnish monthly status reports to the
                           Purchaser for all Class A Product Changes of which
                           Supplier has notified the Purchaser. This report
                           shall contain the following information:

                           -        Product Change Notice Number

                           -        Identity of the Equipment

                           -        Model or part number and issue

                           -        Date Product Change Notice issued

                           -        Equipment ship date

                           -        Installation or application responsibility

                           -        Locations at which change is to be made (to
                                    be supplied by the Purchaser)

                           -        Date completed, by location - Changes on
                                    hold at any location

                           Supplier shall furnish in accordance with the
                           "Notices" sub-clause a quarterly report listing all
                           Product Change Notices released during the previous
                           twelve (12) months. This report will contain the
                           following information: (a) Product Change Notice
                           Number, (b) Issue Date of Change, (c) Drawing Number,
                           (d) Change Classification, and (e) Modification
                           Expiration Date. Supplier will provide the Purchaser
                           a copy of all change notices as soon as they become
                           available.

                           Notwithstanding any notice requirements to the
                           contrary elsewhere in this Agreement, all Class A
                           Product Change Notices shall be provided, at no
                           charge, and forwarded in accordance with the
                           sub-clause titled "Notices". Product Change Notices
                           shall contain all the information set forth in
                           Notices. If Supplier cancels a Product Change Notice,
                           Supplier must provide notification in accordance with
                           clause tide "Notices" hereto and state the reason for
                           cancellation and what action, if any, is to be taken
                           in locations where the change may already have been
                           implemented.


                                 PAGE 21 OF 58

<PAGE>

                           Supplier shall determine the classification per the
                           requirements of Bellcore Technical Requirement
                           Document TR-OPT-000209 or any successor document
                           agreed to between the Parties of any proposed Product
                           Change. If the Purchaser disagrees with any
                           classification assigned by Supplier, the Purchaser
                           shall have the right to challenge such
                           classification, and Supplier shall, in good faith,
                           re-evaluate its classification. In the event that the
                           Purchaser and Supplier fail to reach agreement on any
                           such classification, then the Purchaser shall have
                           the right to terminate any or all Orders, in whole or
                           in part, for Equipment affected by such Product
                           Change without penalty or obligation of any kind
                           until this Agreement is reached.

         15.6     The Supplier shall provide, Technical Support for the Goods as
                  detailed in Clause 4 of Schedule 4 to the Agreement,
                  throughout the Guarantee Period.

         15.7     Guarantee Period Extension

                  The Purchaser may elect, at any time during the Guarantee
                  Period, to extend the Guarantee Period for such further period
                  or periods as detailed in Schedule 2. The price to paid by the
                  Purchaser for extending the Guarantee Period shall be as
                  detailed in Schedule 2.

         15.8     EXCEPT FOR THE WARRANTIES SET FORTH IN THIS CLAUSE 15,
                  SUPPLIER HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER
                  EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT
                  LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY,
                  NONINFRINGEMENT OR FITNESS OR A PARTICULAR PURPOSE.

         15.9     The provisions of sub-clauses 15.1-15.8 shall survive
                  termination of the Agreement and/or Purchase Order howsoever
                  caused.

         15.10    The Supplier represents and warrants that the Software
                  contains no authorization strings, time limiting codes or any
                  other limiting codes that will disable the operation of the
                  Software.

         15.11    The Supplier represents and warrants that, to the best of
                  Supplier's knowledge, the Software contains no computer
                  viruses or other contaminates programmed or installed in the
                  Software by Supplier, including but not limited to, any code
                  or instructions that may be used to damage, disable, or
                  compromise the security of any Purchaser products, Customer
                  networks or Purchaser computer systems or networks.

         15.121   The Supplier represents and warrants that the Software shall
                  (i) process date and time related data without causing any
                  processing interruptions, abnormal terminations, or changes in
                  performance characteristics, and, (ii) shall process and
                  manipulate all date and time related functions correctly.
                  Without limiting the generality of the foregoing, all Software
                  shall:

                           -   correctly handle date and time related data
                               before, during and after January 1, 2000,
                               including but not limited to accepting date and
                               time input, output, and performing ongoing
                               operations on dates and times and portions of
                               dates and times including, but not limited to,
                               calculating, comparing and sequencing of dates
                               and times (in both forward and backward
                               operations spanning century boundaries).


                                 PAGE 22 OF 58

<PAGE>

         15.13    The supplier shall immediately notify the Purchaser of any
                  Software that is not in compliance with sub-clauses 15.10,
                  15.11, or 15.12 and shall correct such Software as set forth
                  in sub-clause 15.1.

16.      DELAYS

         16.1     Time shall be of the essence for the performance of the
                  Supplier's obligations under the Purchase Order, and the
                  Supplier shall make good faith efforts to meet dates specified
                  in the Purchase Order.

         16.2     In the event that the Supplier fails to deliver Goods, the
                  Purchaser shall not be obligated to pay for any shortfalls and
                  shall be given relief against their commitments as described
                  in Schedule 9.

17.      TERMINATION

         Without prejudice to its other rights, either party shall have the
         right forthwith to terminate a Purchase Order, in whole or in part, and
         to claim for any resulting LOSSES or expenses if the other party:

         -        commits a breach of the Purchase Order and fails to remedy
                  the breach within 60 days of written notice from the
                  non-defaulting party indicating: (i) the nature and basis of
                  such default with reference to the applicable provisions of
                  this Agreement, and (ii) the non-defaulting party's intention
                  to terminate the Purchase Order under this Clause 17 if such
                  default continues; or

         -        commits any act of bankruptcy; or compounds with its
                  creditors; or a petition or receiving order in bankruptcy is
                  presented or made against the other party, or a petition for
                  an administration order is presented in relation to the other
                  party or a resolution or petition to wind up the other party
                  (otherwise than for a legal reconstruction or amalgamation) or
                  a receiver or administrative receiver is appointed; and such
                  act or petition is not cured, dismissed, or withdrawn within
                  60 days thereafter, or

         -        ceases to carry on business.

18.      CANCELLATION

                  The Purchaser shall have the right to cancel any Purchase
                  Order for which the Purchaser provides to the Supplier written
                  notice of such a cancellation at least 90 days prior to the
                  requested delivery date in such Purchase Order. In addition,
                  the Purchaser shall have the right to reschedule any Purchase
                  Order to delay the delivery date by no more than 60 days after
                  the requested delivery date in such Purchase Order, provided
                  that the Purchaser provides to the Supplier written notice of
                  such rescheduling at least 45 days prior to the requested
                  delivery date in such Purchase Order. Any Purchase Order may
                  only be rescheduled once, and once rescheduled may not be
                  cancelled. Except as set forth in this Clause 18, the
                  Purchaser shall have no right to cancel or reschedule any
                  Purchase Order.


                                 PAGE 23 OF 58

<PAGE>

         19.1     The Supplier shall indemnify and shall keep fully indemnified
                  the Purchaser against all actions, claims, proceedings,
                  damages, costs and expenses arising from any claim of
                  infringement, anywhere in the world, of any trade secret,
                  trademark, service mark, copyright, or patent arising solely
                  by reason of the Purchasers use, possession, re-sale, hire or
                  lease of Goods as provided by Supplier, as expressly
                  authorized in the Agreement. Notwithstanding the foregoing,
                  supplier assumes no liability for infringement claims related
                  to (i) the combination of Goods with other products not
                  provided by Supplier, if such infringement would have been
                  avoided by the use of such Goods alone, (ii) modification of
                  Goods after delivery by Supplier, or (iii) failure by
                  Purchaser, its employees, and agents after it becomes aware of
                  infringement to take all reasonable actions to prevent or
                  mitigate losses, damages, costs or expenses. Supplier shall
                  not be obligated to pay any liability, costs, or expenses
                  until finally adjudicated or settled without right of further
                  appeal.

         19.2     Supplier's obligation to indemnify Purchaser under this Clause
                  19 shall be subject to Purchaser providing Supplier: (i)
                  prompt notice of the claim giving rise to the indemnity, (ii)
                  sole control and authority regarding the defense and
                  settlement of such claim; and (iii) all information and
                  assistance reasonably requested the Supplier in connection
                  with the defense and/or settlement of such claim. The Parties
                  shall immediately on becoming aware notify the other promptly
                  in writing of any infringement or alleged infringement
                  referred to in 19.1.

         19.3     In the event of infringement as set forth in sub-clause 19.1,
                  the Supplier shall, at its own option and expense:

                  19.3.1   secure a license, the Supplier being responsible for
                           the payment of any and all royalty fees due or
                           becoming due, allowing the Purchaser use of the
                           infringing Goods and Services in and to exercise its
                           other rights granted under the Purchase Order and as
                           set out in the Agreement in respect of the Goods and
                           Services, provided that Purchaser agrees to cooperate
                           with Supplier and use all reasonable afforts to
                           assist Supplier; or

                  19.3.2   modify or replace the Goods and Services to avoid the
                           claim of infringement and any injunction or court
                           order, provided that such modification or replacement
                           does not affect materially performance of the Goods
                           and Services; or

                  19.3.3   if neither of the remedies in sub-clause 19.3.1 or
                           19.3.2 are reasonably practicable in Supplier's
                           reasonable judgement, Supplier may terminate this
                           Agreement and refund to Purchase the amounts paid for
                           the infringing Goods which cannot be used or sold due
                           to such infringement, depreciated on a five year
                           straight-line basis.

         19.4     The copyright and all other intellectual property rights in
                  all documents, drawings and information supplied by the
                  Purchaser in connection with this Purchase Order shall remain
                  vested in the Purchaser. Such documents, drawings and
                  information shall not be copied, disclosed or used except in
                  the performance of Supplier's obligations and exercise of its
                  rights pursuant to this Agreement and other agreements between
                  Supplier and Purchaser without the prior written consent of
                  the Purchaser.


                                 PAGE 24 OF 58

<PAGE>

         19.5     THE FOREGOING CLAUSE 19 STATES THE SOLE OBLIGATIONS OF
                  SUPPLIER AND THE SOLE AND EXCLUSIVE REMEDY OF PURCHASER FOR
                  ANY ACTUAL OR ALLEGED INTELLECTUAL PROPERTY INFRINGEMENT.

         19.6     EXCEPT FOR INDEMNIFICATION HEREUNDER FOR WILLFUL TRADE SECRET
                  MISAPPROPRIATION OR WILLFUL COPYRIGHT INFRINGEMENT, IN NO
                  EVENT SHALL SUPPLIER'S LIABILITY AND OBLIGATION UNDER THIS
                  CLAUSE 19 EXCEED THE NET AMOUNTS PAID BY PURCHASER TO SUPPLIER
                  FOR THE INFRINGING SYSTEMS GIVING RISE TO SUCH LIABILITY.

20.      INDEMNIFICATION AND INSURANCE

         20.1     Each party (the "Indemnifying Party") shall indemnify and save
                  harmless the other party (the "Indemnified Party") from any
                  liability or claim (including, without limitation, the costs
                  and reasonable attorney's fees in connection therewith) that
                  may be made by a third party for injury, including death, to
                  persons or damage to property arising directly out of the
                  Indemnifying Party's negligent acts or omissions in connection
                  with such Indemnifying Party's performance of its obligations
                  or exercise of its rights under this Agreement provided that
                  the indemnified Party has no contributory fault in connection
                  with such liability or claim.

         20.2     Without thereby limiting its responsibilities under the
                  Purchase Order Supplier shall maintain during its performance
                  under this Agreement General Liability Insurance, including
                  contractual, products liability and broad form vendors'
                  property damage endorsement with the limits of either
                  $5,000,000 combined single limit per occurrence for bodily
                  injury and property damage or $3,000,000 bodily injury per
                  occurrence and $2,000,000 property damage per occurrence.
                  Supplier must provide property insurance to cover all
                  consigned Purchaser material on Supplier's premises during the
                  term of the Agreement.

         20.3     The Supplier shall supply to the Purchaser written evidence
                  that such cover is in force for the required period. On
                  receipt of the Purchaser's request, the Supplier shall provide
                  evidence that such insurance is in force. Where the Supplier
                  cannot demonstrate, to the reasonable satisfaction of the
                  Purchaser the existence of adequate insurance, the Purchaser
                  shall have the right to effect such insurance as may be
                  necessary. The cost of such insurance shall be for the
                  Supplier's account.

21.      CONFIDENTIALITY

         The provisions of Clause 7 of the Agreement shall similarly apply to
         the Purchase Order(s).

22.      FORCE MAJEURE

         Except to obligations to pay money, (other than with respect to a
         Purchase Order which is itself subject to an event of force majeure
         declared by the Supplier), neither Party shall be liable for any breach
         of the Purchase Order owing to any of the following causes, or any
         similar causes, anywhere in the world, to the extent beyond its
         reasonable control: Act of God, fire, industrial action or lock-outs
         (except for industrial


                                 PAGE 25 OF 58

<PAGE>

         action or lock-outs by the Supplier's employees), the act or omission
         of Government, war, military operations or riot.

23.      PROPRIETARY NOTICES

         Purchaser agrees that all Goods and accompanying documentation shall
         include re-productions of the copyright notices and other proprietary
         legends of the supplier and its vendors. Purchaser shall not remove,
         efface or obscure any such notice or legends without approval of
         Supplier.

24.      RECOVERY OF SUMS DUE

         Whenever a sum of money due to one party from the other party, in
         relation to the Purchase Order or otherwise, is not paid by the due
         date, it may be deducted from any sum then due, or which at any time
         thereafter may become due to the other party under the Purchase Order
         or any other contract between the parties. Any sums due and not
         recovered by such deductions may be recovered as a debt.

25.      GENERAL

         25.1     The invalidity or unenforceability for any reason of any
                  provision of the Purchase Order shall not prejudice or affect
                  the validity or enforceability of its other provisions.

         25.2     The headings to these clauses are for reference only and shall
                  not affect their interpretation.

         25.3     Any notice to be given under the Purchase Order must be in
                  writing and may be delivered by hand or sent by prepaid post
                  to the "authorized representative" at the address given in
                  Schedule 7.

         25.4     No claim or right arising out of breach of the Purchase Order
                  by either party may be discharged in whole or in part by any
                  waiver or renunciation of the claim or right unless such
                  waiver or renunciation is in writing, signed by the other
                  party.

         25.5     Neither party may novate or assign this Purchase Order or any
                  of its rights benefits or obligations arising thereunder
                  without the prior written consent of the other party, except
                  that either party may assign and delegate all of its rights
                  and obligations hereunder in conjunction with a sale of all or
                  substantially all of its business or assets to which this
                  Purchase Order relates.

         25.6     The settlement of any dispute shall be done as per article 10
                  of the Agreement.

         25.7     Supplier represents that it has the rights which herein are
                  granted to Purchaser to sell the Goods for resale throughout
                  the world (subject to any applicable export control
                  restrictions), and that Supplier has taken appropriate action
                  with any of its existing distributors of similar goods to
                  remove any restrictions which would impede the granting of
                  these rights to Purchaser.


                                 PAGE 26 OF 58

<PAGE>

SCHEDULE 2

PRICES AND PRODUCT DESCRIPTION

1.       The prices detailed hereunder are firm and fixed for the calendar year
         in which this Agreement commenced (the "Initial Period"). Sixty (60)
         days prior to the expiration of the Initial Period, and each subsequent
         twelve (12) month period the Parties shall review and agree upon the
         prices that shall apply to Goods and Services for the next twelve (12)
         month period. The prices listed below include warranty during the
         Guarantee Period and technical support for 12 months.

         The prices listed below are subject to amendments according to the
clauses below:

         -        As for the BSC and the NSS, the prices are applicable only for
                  a period of three months following the Signature of this
                  Agreement As soon as the configurations and functions of the
                  BSC and NSS are clarified by the Supplier, the prices of the
                  BSC and of the NSS will be adjusted for price coherence
                  between the functions provided by the BSC and the NSS and
                  between this equipment and the NSS/BSC functions integrated in
                  the Combo. This adjustment should not impact the price of the
                  Combo nor the aggregate prices.

         -        In the event that the market prices have substantially
                  decreased, the Purchaser may request good faith efforts from
                  the Supplier to re-negotiate prices accordingly. Such price
                  reduction will become effective for all following deliveries
                  to the Purchaser.

         -        The Purchaser will discuss with the Supplier any single
                  opportunity for the Supplier's Goods that is greater than
                  twenty (20) million (U.S.) dollars. In the event that the
                  single opportunity pricing is granted to the Purchaser by the
                  Supplier, it will not impact the OEM pricing at that time.

         -        For each of the calendar years, the Purchaser and Supplier
                  will use their best efforts to agree upon and execute an
                  amendment to this Agreement that sets forth the prices and
                  volume discounts applicable for such a calendar year. The
                  Supplier guarantees a minimum of 5% decrease of price for the
                  Products from one calendar year to the next.

         -        The prices listed will be subject to a volume discount
                  according to the table below:

<TABLE>
<CAPTION>
                    ------------------------------- -----------------------------
                    NUMBER OF TRX'S                 DISCOUNT*
                    ------------------------------- -----------------------------
<S>                                                 <C>
                    1 to 999                        0%
                    ------------------------------- -----------------------------
                    1000 to 1499                    2%
                    ------------------------------- -----------------------------
                    1500 to 1999                    4%
                    ------------------------------- -----------------------------
                    2000 and over                   10%
                    ------------------------------- -----------------------------
</TABLE>

         *These volume discounts do not apply to the WAVEView OMC-200 or its
         associated software

         -        The Supplier represents to the Purchaser that the prices
                  listed herein for Goods and Services are no higher than those
                  charged by the Supplier to other parties who purchase similar
                  goods for resale (excluding exceptions for flexibility in
                  markets and for Customers Purchaser is not pursuing, and other
                  special circumstances on an agreed upon individual basis). At
                  the request of the Purchaser, Supplier shall internally review
                  its compliance with this requirement on an annual calendar
                  year basis and shall credit any overcharge to the Purchaser in
                  accordance with Schedule 1, Clause 24. In


                               PAGE 27 OF 58
<PAGE>

any event, the Purchaser shall receive a minimum sixty-five (65) %
discount off the Supplier then current list prices.

1.1      PRICES FOR GOODS

<TABLE>
<CAPTION>
-------------------------------------------------------------- -------------------------------- ----------------------------------
DESCRIPTION OF GOODS                                           PART NUMBER                                            PRICE (US$)
-------------------------------------------------------------- -------------------------------- ----------------------------------
<S>                                                            <C>                              <C>
WAVEXpress 1-TRX BTS (900MHz)                                  M5120N                                                      10,500
-------------------------------------------------------------- -------------------------------- ----------------------------------
WAVEXpress 2-'TRX BTS (900MHz)                                 M5220N                                                      15,750
-------------------------------------------------------------- -------------------------------- ----------------------------------
WAVEXpress 3-TRX BTS (900MHz)                                  M5320N                                                      23,625
-------------------------------------------------------------- -------------------------------- ----------------------------------
WAVEXpress 1-TRX BTS (1800MHz)                                 M5122N                                                      10,500
-------------------------------------------------------------- -------------------------------- ----------------------------------
WAVEXpress 2-TRX BTS (1800MHz)                                 M5222N                                                      15,750
-------------------------------------------------------------- -------------------------------- ----------------------------------
WAVEXpress 3-TRX BTS (1800MHz)                                 M5322N                                                      23,625
-------------------------------------------------------------- -------------------------------- ----------------------------------
WAVEXpress 1-TRX BTS (1900MHz)                                 N/A                                                            N/A
-------------------------------------------------------------- -------------------------------- ----------------------------------
WAVEXpress 2-TRX BTS (1900MHz)                                 N/A                                                            N/A
-------------------------------------------------------------- -------------------------------- ----------------------------------
WAVEXpress 3-TRX BTS (1900MHz)                                 N/A                                                            N/A
-------------------------------------------------------------- -------------------------------- ----------------------------------
TurboWAVE 4 Watt(900 MHz)                                      M640154N                                                     4,200
-------------------------------------------------------------- -------------------------------- ----------------------------------
TurboWAVE 8 Watt(900 MHz)                                      M640157N                                                     4,200
-------------------------------------------------------------- -------------------------------- ----------------------------------
TurboWAVE 16 Watt(900 MHz)                                     M640158N                                                     8,925
-------------------------------------------------------------- -------------------------------- ----------------------------------
TurboWAVE 4 Watt (1800 MHz)                                    M648154N                                                     4,200
-------------------------------------------------------------- -------------------------------- ----------------------------------
TurboWAVE 8 Watt (1800 MHz)                                    M648157N                                                     4,200
-------------------------------------------------------------- -------------------------------- ----------------------------------
TurboWAVE 16 Watt (1800 MHz)                                   M648158N                                                     8,925
-------------------------------------------------------------- -------------------------------- ----------------------------------
TurboWAVE 4 Watt (1900 MHz)                                    NIA                                                            N/A
-------------------------------------------------------------- -------------------------------- ----------------------------------
TurboWAVE 8 Watt (1900 MHz)                                    N/A                                                            N/A
-------------------------------------------------------------- -------------------------------- ----------------------------------
TurboWAVE 6 Watt (1900 MHz)                                    N/A                                                            N/A
-------------------------------------------------------------- -------------------------------- ----------------------------------
WAVEXpress BSC-30                                              M5030N                                                      24,850
-------------------------------------------------------------- -------------------------------- ----------------------------------
Combo 1-TRX (900 MHz)                                          M5131N                                                      14,335
-------------------------------------------------------------- -------------------------------- ----------------------------------
Combo 2-TRX (900 MHz)                                          M5132N                                                      19,590
-------------------------------------------------------------- -------------------------------- ----------------------------------
Combo 1-TRX (1800 MHz)                                         M5831N                                                      14,335
-------------------------------------------------------------- -------------------------------- ----------------------------------
Combo 1-TRX (1800 MHz)                                         M5832N                                                      19,590
-------------------------------------------------------------- -------------------------------- ----------------------------------
Combo 1-TRX (1900 MHz)                                         N/A                                                            N/A
-------------------------------------------------------------- -------------------------------- ----------------------------------
Combo 2-TRX (1900 MHz)                                         N/A                                                            N/A
-------------------------------------------------------------- -------------------------------- ----------------------------------
WAVEXchange NSS                                                M5060N                                                      40,645
-------------------------------------------------------------- -------------------------------- ----------------------------------
WAVEView,OMC-200                                               M8050SN                                                     23,670
-------------------------------------------------------------- -------------------------------- ----------------------------------

-------------------------------------------------------------- -------------------------------- ----------------------------------
Combo S/W - 1 TRX                                              S500200N                                                     7,350
-------------------------------------------------------------- -------------------------------- ----------------------------------
Combo S/W - 2 TRX                                              S500300N                                                    13,125
-------------------------------------------------------------- -------------------------------- ----------------------------------
WAVEXchange NSS S/W- Base                                      S500400N                                                    11,025
-------------------------------------------------------------- -------------------------------- ----------------------------------
WAVEXchange NSS S/W- Base                                      S500500N                                                     3,675
-------------------------------------------------------------- -------------------------------- ----------------------------------
WAVEView,OMC-200 S/W - Base                                    S500600N                                                    11,025
-------------------------------------------------------------- -------------------------------- ----------------------------------
WAVEView,OMC-200 S/W - per TRX (not to exceed $70k/ OMC)       S500700N                                                       735
-------------------------------------------------------------- -------------------------------- ----------------------------------
</TABLE>


                               PAGE 28 OF 58

<PAGE>

         1.2      PRICES FOR ENGINEERING SERVICES

                  EMERGENCY CALL OUT SERVICES *

                   BASE RATES

<TABLE>
<CAPTION>
                   EMERGENCY CALL OUT             Standard        Weeknights         Nights/Weekends       Sundays/Holidays
                                                  8am-5pm         5pm-11pm           11pm-8am

<S>                                              <C>              <C>                <C>                   <C>
                   Junior Engineer               $ 90             $110                 $125                    $150

                   Engineer                      $110             $130                 $150                    $185

                   Sr. Engineer/Spec.            $150             $180                 $185                    $250

                   Project Manager               $190             $225                 $250                    $315
</TABLE>

                  Purchaser will be offered a discount of 30% from these rates
                  for these rates during the first year of the agreement. These
                  rates are subject to a six month adjustment based upon good
                  faith negotiations, and an agreed to, price escalation
                  table(s).

                  *Rates do not include transportation, nor a Per Diem for food
                  and lodging, nor out-of-pocket expenses for personnel
                  rendering such services.

         1.3      PRICES FOR SPARES

<TABLE>
<CAPTION>
         --------------------------------- ------------------------------------------------------ --------------------------------
         Part Number                       Description of Field Replaceable Unit                               Spares Price (US$)
         --------------------------------- ------------------------------------------------------ --------------------------------
<S>                                        <C>                                                    <C>
          M340220                           Clock, 13MHz                                                                    1,370
         --------------------------------- ------------------------------------------------------ --------------------------------
          M340014                           E-l, Long Haul, 2 Port                                                          5,670
         --------------------------------- ------------------------------------------------------ --------------------------------
          M340098                           E-1 with 2 TRAUS                                                                8,400
         --------------------------------- ------------------------------------------------------ --------------------------------
          M340121                           IWP                                                                             3,970
         --------------------------------- ------------------------------------------------------ --------------------------------
          M640034                           Power supply 350W, Hi24, 115v AC                                                1,370
         --------------------------------- ------------------------------------------------------ --------------------------------
          M640035                           Power supply 350W, Hi24, 230v AC                                                1,370
         --------------------------------- ------------------------------------------------------ --------------------------------
          M640026                           Power supply 350W, Hi24, -48V DC                                                1,370
         --------------------------------- ------------------------------------------------------ --------------------------------
          M640027                           Power Supply 50A, 115V AC                                                       1,660
         --------------------------------- ------------------------------------------------------ --------------------------------
          M640028                           Power Supply 50A, 230V AC                                                       1,660
         --------------------------------- ------------------------------------------------------ --------------------------------
          M340063                           RF Distribution 900 MHz                                                         3,150
         --------------------------------- ------------------------------------------------------ --------------------------------
          M340088                           RF Distribution 1800 MHz                                                        3,150
         --------------------------------- ------------------------------------------------------ --------------------------------
          N/A                               RF Distribution 1900 MHz                                                          N/A
         --------------------------------- ------------------------------------------------------ --------------------------------
          M640116                           TRX 900 MHz                                                                     7,875
         --------------------------------- ------------------------------------------------------ --------------------------------
          M640117                           TRX 1800 MHz                                                                    7,875
         --------------------------------- ------------------------------------------------------ --------------------------------
          N/A                               TRX 1900 MHz                                                                      N/A
         --------------------------------- ------------------------------------------------------ --------------------------------
          M640025                           Fan, 12V Power Supply                                                             450
         --------------------------------- ------------------------------------------------------ --------------------------------
          M640021                           Cable kit, full set, indoor                                                       450
         --------------------------------- ------------------------------------------------------ --------------------------------
          M640048                           WAVEXpress Chassis                                                              1,850
         --------------------------------- ------------------------------------------------------ --------------------------------
</TABLE>


                                 PAGE 29 OF 58
<PAGE>

         1.4      Prices for Post Guarantee Repair Service

<TABLE>
<CAPTION>
         --------------------------------- ------------------------------------------------------ ----------------------------------
          Part Number                       Description of Field Replaceable Unit                                Repair Price (US$)
         --------------------------------- ------------------------------------------------------ ----------------------------------
<S>                                        <C>                                                    <C>
          M340220                           Clock, 13MHz                                                                        600
         --------------------------------- ------------------------------------------------------ ----------------------------------
          M340014                           E-l, Long Haul, 2 Port                                                            1,900
         --------------------------------- ------------------------------------------------------ ----------------------------------
          M340098                           E-1 with 2 TRAUS                                                                  3,200
         --------------------------------- ------------------------------------------------------ ----------------------------------
          M340121                           IWP                                                                               1,300
         --------------------------------- ------------------------------------------------------ ----------------------------------
          M640034                           Power supply 350W, Hi24, 115v AC                                                    450
         --------------------------------- ------------------------------------------------------ ----------------------------------
          M640035                           Power supply 350W, Hi24, 230v AC                                                    450
         --------------------------------- ------------------------------------------------------ ----------------------------------
          M640026                           Power supply 350W, Hi24, -48V DC                                                    450
         --------------------------------- ------------------------------------------------------ ----------------------------------
          M640027                           Power Supply 50A, 115V AC                                                           500
         --------------------------------- ------------------------------------------------------ ----------------------------------
          M640028                           Power Supply 50A, 230V AC                                                           500
         --------------------------------- ------------------------------------------------------ ----------------------------------
          M340063                           RF Distribution 900 MHz                                                             350
         --------------------------------- ------------------------------------------------------ ----------------------------------
          M340088                           RF Distribution 1800 MHz                                                            350
         --------------------------------- ------------------------------------------------------ ----------------------------------
          N/A                               RF Distribution 1900 MHz                                                            N/A
         --------------------------------- ------------------------------------------------------ ----------------------------------
          M640116                           TRX 900 MHz                                                                       2,500
         --------------------------------- ------------------------------------------------------ ----------------------------------
          M640117                           TRX 1800 MHz                                                                      2,500
         --------------------------------- ------------------------------------------------------ ----------------------------------
          N/A                               TRX 1900 MHz                                                                        N/A
         --------------------------------- ------------------------------------------------------ ----------------------------------
          M640025                           Fan, 12V Power Supply                                                               N/A
         --------------------------------- ------------------------------------------------------ ----------------------------------
          M640021                           Cable kit, full set, indoor                                                         N/A
         --------------------------------- ------------------------------------------------------ ----------------------------------
          M640048                           WAVEXpress Chassis                                                                  N/A
         --------------------------------- ------------------------------------------------------ ----------------------------------
</TABLE>

         1.5      PRICES FOR TECHNICAL SUPPORT

                  Telephone Support and Software Updates shall include third
                  level support from the Supplier's Technical Support Center in
                  Redwood City, CA and shall include those items identified in
                  Schedule 4. Prices are calculated at the beginning of each
                  quarter based upon the cumulative volume of Goods shipped
                  during the term of this agreement except that the purchaser
                  shall have, no obligation to pay for support for Goods shipped
                  in the 12 months prior to the beginning of the current
                  quarter. Payment for such services are provided in Schedule 1,
                  Clause 9.

                  1.5.1    The rate will be 2.28% of the Price of the Goods per
                           year measured on a quarterly basis

                  1.5.2    The Purchaser will make available for a period of not
                           less than 12 calendar months following Agreement
                           signing, 2 or 3 senior technical Level 3 (Product
                           Support) specialists. At least one of these
                           specialists will be NSS trained.

                  1.5.3    Supplier will make available Product Support
                           Specialists on an emergency call basis and use best
                           efforts to meet Purchasers requirements.

                  1.5.4    Purchaser will provide 6 person- months of assistance
                           during the first four month period following the
                           signing of this Agreement in the area of OSS and NSS
                           curriculum development at locations to be determined
                           by both parties in an effort to accelerate the
                           availability of the courses and familiarity of the
                           instructors with the Supplier's product.


                                 PAGE 30 OF 58
<PAGE>

         1.6      PRICES FOR TRAINING

                  Customer Training will be provided if available resources
                  permits as it is expected that Purchaser will train it own
                  personnel and personnel of its Customers
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
PART NO.         NAME OF TRAINING COURSE                                                 CHARGE IN U.S.$           DURATION (DAYS)
<S>              <C>                                                                     <C>                       <C>
-----------------------------------------------------------------------------------------------------------------------------------
T100             GSM Overview                                                                       $400                  1
-----------------------------------------------------------------------------------------------------------------------------------
T200             Product Overview                                                                   $200               1/2
-----------------------------------------------------------------------------------------------------------------------------------
T300             OMC-R system Administration                                                        $800                  2
-----------------------------------------------------------------------------------------------------------------------------------
T400             OMC-R Network Operations                                                          $1200                  3
-----------------------------------------------------------------------------------------------------------------------------------
T500             BSS Operations & Maintenance                                                      $1200                  3
-----------------------------------------------------------------------------------------------------------------------------------
T600             BSS Installation & Commissioning                                                   $800                  2
-----------------------------------------------------------------------------------------------------------------------------------
T700             OMC-s System Administration                                                        $800                  2
-----------------------------------------------------------------------------------------------------------------------------------
T800             OMC Network Operations                                                            $1200                  3
-----------------------------------------------------------------------------------------------------------------------------------
T900             WAVEXchange Operations & Maintenance                                              $1200                  3
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                  See Supplier's Training Guide for further details.

                  Train the Trainer courseware shall be developed and agreed
                  upon within 30 days of the agreement signing. During this
                  period of time Funding and Pricing will be negotiated in good
                  faith and be consistent with the above training course pricing
                  table.

         1.7      PRICES FOR DOCUMENTATION

                  A.        Sample Customer Documentation Structure

         ---------------------------------------------------------------------
         D640134C 2.0                Includes the Following:
                                     WAVEXpress/BTS Installation and
                                     Commissioning Guide
                                     WAVEXpress/BSC Installation and
                                     Commissioning Guide
                                     WAVEXpress OMC-R Installation and
                                     Commissioning Guide
                                     WAVEXpress OMC-R System
                                     Administrator's Guide
                                     WAVEView Operations and Maintenance Guide
                                     Craft PC Guide
                                     InterWAVE Parameter Dictionary
                                     Network Implementation Guide
                                     BSS Maintenance Guide

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

                  B.       Training Material
                                    Includes Instructor and Student Guido

                  C.       Documentation Cost
                                    $52,500 Annual Fee. All documentation to be
                                    distributed on electronic media.

                                 PAGE 31 OF 58
<PAGE>


         1.8      PRICES FOR GUARANTEE PERIOD EXTENSION

<TABLE>
<CAPTION>
         ---------------------------------------------------------------------------------------------------
                                          STANDARD                         PERIOD OF EXTENSION
         ---------------------------------------------------------------------------------------------------
                                         FIRST YEAR                   ONE YEAR               TWO YEARS
         ---------------------------------------------------------------------------------------------------
         <S>                    <C>                            <C>                      <C>
         Equipment              Return to Factory - No Charge       1.33% of Price              N/A
         ---------------------------------------------------------------------------------------------------
         Software                         No Charge                      N/A                    N/A
         ---------------------------------------------------------------------------------------------------
</TABLE>

         1.9      PRODUCT DESCRIPTIONS

                  See Schedule 10

2.       Notwithstanding Clause 1 above, the prices for individual Purchase
         Orders once issued shall remain firm and fixed for their duration,
         unless otherwise provided for by operation or: any other term of the
         Agreement.

3.       PRICING OF ENHANCEMENTS

         3.1      Where the Supplier enhances the Goods above and beyond the
                  requirements of the relevant Specification, including the new
                  features or facilities, the Supplier shall state in writing
                  the effect such enhancement will have on the Goods and what
                  adjustment, if any, will be required to the Agreement. The
                  Supplier shall furnish such details in a time scale agreed
                  between the Parties.

         3.2      Where the Supplier shows that an enhancement involves a change
                  in the price or lead times for the Goods, the Supplier shall
                  make best efforts as to the reasonableness of the changes
                  arising therefrom.

         3.3      The Supplier shall not enhance the Goods in any respect unless
                  instructed in writing to do so, by the Purchaser.

         3.4      The Supplier shall demonstrate best faith efforts to ensure
                  that the price for enhancements does not include any work that
                  should be performed under any other term of the Agreement or
                  any Purchase Order. This shall include, but not be restricted
                  to, enhancements in respect of operational support, repair,
                  build management and guarantee.

4.       FORECASTING MECHANISM FOR GOODS

         The forecasting mechanism for Goods volume shall be as follows:

         4.1.     The Purchaser will provide monthly a rolling 12 month
                  forecast, broken down by country, of their requirements as
                  precise as possible of the Goods to the Supplier by a date
                  to be agreed. The

                                 PAGE 32 OF 58
<PAGE>

                  Purchaser shall use best efforts to forecast and purchase at
                  least the amounts set forth in the Purchase Baseline in
                  Schedule 9.

         4.2      The forecast, broken down by country, for the current month
                  and the two months following are firm and not subject to
                  change. The third month following the current month can have
                  the quantity changed by ten percent up or down and each item
                  forecast as precisely as possible. Global bulk Purchase Orders
                  for the third month following the current month are due at the
                  end of the current month. Specific Purchase Orders as
                  described in Schedule 7 are due six (6) weeks before shipment.
                  The fourth month can have the quantity change by twenty per
                  cent up or down and each forecast item as precisely as
                  possible twenty per cent up or down. The fifth month can have
                  the quantity changed twenty per cent up or down and each item
                  forecast as precisely as possible. The sixth month can have
                  the quantity changed ten per cent up or down and each item
                  forecast as precisely as possible. For all other months the
                  forecast is given as information.

         4.3      The parties agree from time to time to discuss in good faith
                  whether the three (3) month fixed forecast period should be
                  reduced to conform with market requirements.

5.       CREDIT FOR TECHNICAL SUPPORT FROM THE PURCHASER

         In consideration of the Purchaser providing first and second level
         support to its Customers and the value of other assistance being
         provided to the Supplier hereunder, including product evolution and
         marketing support, the Supplier shall provide a credit to the Purchaser
         equal to five (5%) percent of the net Price of Goods, excluding
         Services, until such time as the Parties have developed more detailed
         information on the reasonableness of such charges in relation to the
         services provided by the Purchaser and have reached mutual agreement on
         alternate charges. The credit shall be indicated on each invoice
         submitted by the Supplier to the Purchaser and may be deducted by the
         Purchaser from such invoice. The Supplier shall not provide any similar
         credit to any other distributor of its products (including OEM
         distributors) unless such other distributor provides similar support
         services and assistance to the Supplier.

                                 PAGE 33 OF 58
<PAGE>


SCHEDULE 3

SPECIFICATIONS

FACTORY TEST SPECIFICATIONS
ACCEPTANCE TEST SPECIFICATIONS

Supplier will provide to Purchaser these documents within thirty calendar days
of the signing of the Agreement.

A meeting to accept those documents will be held within 60 days of the signing
of this Agreement.

                                 PAGE 34 OF 58

<PAGE>

SCHEDULE 4

SUPPORT REQUIREMENTS

For the purposes of this Schedule 4 "Support Period" shall mean a period of time
commencing from the date of Agreement and terminating five (5) years from the
date of delivery of the last Goods supplied under the Agreement.

1.       POST GUARANTEE REPAIR SERVICE

         The Supplier hereby undertakes to maintain a repair capability for
         Goods throughout the Support period. In accordance with this
         undertaking, the Supplier shall, if required by the Purchaser, provide
         a "post guarantee repair service" for Goods. The Supplier's charges for
         such repair are detailed in Schedule Goods repaired in accordance with
         such "post guarantee repair service" shall be repaired and re-delivered
         to the Purchaser within 30 days of return of the Goods to the Supplies
         works.

         If the product is damaged beyond reasonable cost to repair or due to
         improper maintenance because of being modified or incorrectly repaired
         by a non-authorized third party, the Supplier will not be obliged to
         effect a repair but will offer the Purchaser a replacement product at a
         price defined in this agreement. The Supplier's repair obligation does
         not extend to defects arising out of improper handling or uses of Goods
         such as, but not limited to, excessive water, or other environmental
         conditions, excessive force or vandalism, etc. In those case the
         Supplier will offer to the Purchaser replacement Goods at the prices
         quoted for Spares below with an explanation regarding the reasons not
         to repair the Goods.

2.       SPARES

         2.1      The Supplier shall, if requested, during the Support Period,
                  provide the Purchaser with any spare or replacement parts as
                  may be required subject to the field replaceable units defined
                  by the Supplier. Where agreed prices do not exist, such spares
                  or replacement parts shall be provided at prices and in time
                  scales that are fair and reasonable.

         2.2      The Supplier accepts that the Purchaser requires continuity of
                  supply and hereby undertakes to give the Purchaser at least
                  six (6) months written notice of its being unable to supply
                  Goods, spares or replacement parts covered by the Agreement.
                  In such an event the Supplier shall, without any additional
                  cost whatsoever to the Purchaser, maintain such stocks of
                  Goods, spares, replacements parts as the Supplier believes
                  necessary, to fulfill its obligations under existing Purchase
                  Orders and guarantee obligations.

         2.3      For future requirements, the Supplier will undertake to
                  propose an alternative source of supply or will offer to the
                  Purchaser the opportunity of a last time buy in respect of
                  such Goods, spares and replacements parts for stock. Such
                  offer shall remain open for acceptance, by the Purchaser, for
                  a period of not less than three (3) months from the date of
                  submission. Where agreed prices do not exist, such Goods,
                  spares and replacement parts shall be provided at prices and
                  in time scales that are fair and reasonable.


                                 PAGE 35 OF 58

<PAGE>

3.       DOCUMENTATION

         The Supplier shall, if requested, during the Support Period, provide
         the Purchaser with such information and documentation as the Purchaser
         may reasonably require in order to fulfill Customer maintenance and
         support requirements. Where agreed prices do not exist, such
         information and documentation shall be provided at prices and in time
         scales that are fair and reasonable.

4.       TECHNICAL SUPPORT

         4.1      FOR EQUIPMENT

                  The Supplier hereby agrees to make available to the Purchaser
                  a support service for Equipment for the Support Period in
                  successive renewable twelve (12) month periods. The Equipment
                  support service shall as a minimum provide for:

                  4.1.1    A service desk (contacted through a telephone
                           helpline) to enable the Purchaser to obtain a quick
                           response to the Purchaser's fault enquiries. The
                           service desk shall operate between 8:30a.m. -
                           5:30p.m. Pacific Standard Time for logging and
                           tracking fault reports Alternatively, the Purchaser
                           may use the mail or email to communicate with the
                           Supplier relative to such support. A central number
                           will be provided for 24 hour pager support for after
                           hours calls on emergency situations.

                  4.1.2    The allocation of a case number upon placing of a
                           fault report. The Purchaser shall use the case number
                           in all communications associated with the fault
                           report.

                  4.1.3    The investigation, by the Supplier, of any
                           fault/technical queries in the Equipment reported by
                           the Purchaser. If such investigation reveals an
                           error, defect or malfunction the Equipment, to
                           provide a return to service using a temporary
                           solution, acceptable to the Purchaser ("Workaround")
                           in event of failure in the time frame provided in
                           4.1.7 has upon the severity of the problem.

                  4.1.4    The Supplier shall keep the Purchaser informed of the
                           progress in resolving any fault/technical query.

                  4.1.5    Visits to the Purchaser's/Customer's sites where
                           deemed necessary for the purpose of investigation or
                           fault resolution. Attendance at the
                           Purchaser's/Customer's sites shall be on a best
                           efforts basis. The charge for such site visits is
                           detailed in Schedule 2.

                  4.1.6    The Supplier shall also provide the following
                           services as part of the support service for
                           Equipment:

                           -        Co-ordination of 3rd party support

                           -        Simulation of problems using equipment
                                    available in Suppliers test facilities

                           -        Multi-vendor product expertise

                           -        Prioritization of faults/events and escalate
                                    as required to next level

                           -        Access to the system design authorities and
                                    highest level design documentation.

                           -        Specific designs or modifications to
                                    Equipment will be developed, as required.

                           -        Documentation Updates


                                 PAGE 36 OF 58

<PAGE>

                  4.1.7    Case Seventy Definition and Closure Policy

                           The parties will agree to perform a comparison of
                           their case severity classifications within sixty days
                           of the signing of this Agreement to ensure
                           understanding and consistency of such classifications
                           using the definitions below as the guideline.

                           S1 EMERGENCY              System or network is down
                                                     and unusable as a result
                                                     of a problem which causes
                                                     fails, 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            Impact System or network
                                                     is up and will run,
                                                     however, the problem
                                                     exists with 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.

                           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 such as a
                                                     documentation error as
                                                     well.

                           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          Used for Customer
                                                     Information Requests

                  4.1.8     Escalation Table
<TABLE>
<CAPTION>
   ------------------ --------------------- -------------------- -------------------- ---------------------- ------------------
                                                                                      VICE PRESIDENT
                      INITIAL RESPONSE                           RELEVANT  ENGR.      CUSTOMER
        SEVERTY       (VIA TELEPHONE)       MANAGER TAC          DIRECTOR/MGR.        ADVOCACY/ENGR          EXECUTIVE STAFF
   ------------------ --------------------- -------------------- -------------------- ---------------------- ------------------
   <S>                <C>                   <C>                  <C>                  <C>                    <C>
          S1          15 Minutes            To+4 hours           To+8 hours           To+4 hours             To+24 hours
   ------------------ --------------------- -------------------- -------------------- ---------------------- ------------------
          S2          15 Minutes            To+24 hours          To+36 hours          To+4 hours             N/A
   ------------------ --------------------- -------------------- -------------------- ---------------------- ------------------
          S3          Next Working Day      To+48 hours          To+120 hours         N/A                    N/A
   ------------------ --------------------- -------------------- -------------------- ---------------------- ------------------
</TABLE>
                  TO = time of receipt of initial call

                  4.1.9    Target Time to Resolve within Receipt of Initial
                           Fault Report

                           Supplier shall use all reasonable effort to provide
                           resolution in accord with table below


                                 PAGE 37 OF 58

<PAGE>

<TABLE>
<CAPTION>
   ------------------ ------------------------ ------------------------ --------------------------------------------------
        SEVERTY       NSS WORKAROUND           BSS WORKAROUND           FULL FIX
   ------------------ ------------------------ ------------------------ --------------------------------------------------
   <S>                <C>                      <C>                      <C>
          S1          Within 24 Hours          Within 48 hours          2 Weeks Via Patch
   ------------------ ------------------------ ------------------------ --------------------------------------------------
          S2          1 Week                   1 Week                   90 Days with maintenance release
   ------------------ ------------------------ ------------------------ --------------------------------------------------
          S3          Not Required             Not Required             Commitment will be made within 60 days to a
                                                                        scheduled full or maintenance release
   ------------------ ------------------------ ------------------------ --------------------------------------------------
</TABLE>

         4.2      FOR SOFTWARE

                  The Supplier hereby agrees to make available to the Purchaser
                  a Software maintenance and support service for the Support
                  Period in successive renewable twelve (12) month periods. The
                  Software maintenance and support service shall provide for:

                  4.2.1    A service desk (contacted through a telephone help
                           line) to enable the Purchaser to obtain a quick
                           response to the Purchaser's Software Problems. The
                           service desk shall operate during 8:30a.m. - 5:30p.m.
                           Pacific Standard Time for logging and tracking fault
                           response Alternatively, the Purchaser may use the
                           mail to communicate with the Supplier relative to
                           such support

                  4.2.2    The allocation of a case log number upon placing of a
                           fault report. The Purchaser shall use the call case
                           number in all communications associated with the
                           fault report.

                  4.2.3    The investigation, by the Supplier, of any Software
                           Problem in the Software reported by the Purchaser. If
                           such investigation reveals an error, defect or
                           malfunction in the Software, to provide Correction
                           according to the following time scales based upon the
                           severity as defined in sub-clause 4.1.7:

                           Supplier shall use all reasonable effort to
                           provide resolution in accord with table below

<TABLE>
<CAPTION>
   ------------------ ------------------------ ------------------------ --------------------------------------------------
        SEVERTY       NSS WORKAROUND           BSS WORKAROUND           FULL FIX
   ------------------ ------------------------ ------------------------ --------------------------------------------------
   <S>                <C>                      <C>                      <C>
          S1          Within 24 Hours          Within 48 hours          2 Weeks Via Patch
   ------------------ ------------------------ ------------------------ --------------------------------------------------
          S2          1 Week                   1 Week                   90 Days with maintenance release
   ------------------ ------------------------ ------------------------ --------------------------------------------------
          S3          Not Required             Not Required             Commitment will be made within 60 days to a
                                                                        scheduled full or maintenance release
   ------------------ ------------------------ ------------------------ --------------------------------------------------
</TABLE>

                  4.2.4    The Supplier shall keep the Purchaser informed of the
                           progress in resolving any Software Problem.

                  4.2.5    The Supplier shall notify the Purchaser:

                           -        as soon as practicable when a new Release or
                                    new Version is issued; and

                           -        when issued new Releases or new Versions
                                    bear upon a Software Problem which the
                                    Purchaser has reported.


                                 PAGE 38 OF 58

<PAGE>

                  4.2.6    The Supplier shall deliver to the Purchaser at an
                           agreed upon price, new Releases and or new Versions
                           of the Software, as soon as practicable, including
                           any new documentation or portions thereof.

                  4.2.7    Visits to the Purchaser's/Customer's sites where
                           deemed necessary for the purpose of investigation or
                           for the installation of new Software. Attendance at
                           the Purchaser's/Customer's sites shall be on a best
                           efforts basis in response with the Purchaser's
                           request. The charge for such site visits is detailed
                           in Schedule 2.

                  4.2.8    The Supplier shall, when in-depth analysis is
                           required, provide direct access to its support
                           computer for the purposes of downloading critical
                           patches or provide information needed by the
                           Purchaser to access the computer over telephone
                           lines.

                  4.2.9    The Supplier agrees to support the then current
                           version and two previous versions of Software under
                           pricing conditions stated in sub-clause 1.5 of
                           Schedule 2. Upon release of the third Version of the
                           Software provided to the Purchaser under this
                           Agreement, the Parties agree to discuss in good faith
                           whether any modifications to this support policy is
                           required.

                  4.2.10   Supplier will issue a first root cause analysis
                           report within48 hours on S1 severity cases. A final
                           root cause analysis will be issued within thirty (30)
                           days on these cases.

                  4.2.11   The Supplier and Purchaser will hold weekly
                           conference calls to discuss and prioritize technical
                           issues.

                  For the purpose of 4.2 above, the following definitions
                  shall apply:

                           a)       "Release" or "Update" means a maintenance
                                    revision to the Software (including
                                    documentation) designed to correct an error
                                    or improve performance. A new Release
                                    (Update) is indicated by a change in
                                    characters to the right of the decimal point
                                    in the Product version number (e.g. V1.1
                                    changes to V1.2).

                           b)       "Versions" or "Upgrade" means a new version
                                    of the Software (including documentation)
                                    which incorporates a series of new releases
                                    of Software and may incorporate other
                                    changes, improvements and new features. A
                                    new Version (Upgrade) is indicated by a
                                    change in characters to the left of the
                                    decimal point in the Software version number
                                    (e.g. V I. 1 changes to V2.1).

                           c)       "Previous Sequential Releases" shall mean
                                    the new Version of the Software which has
                                    been replaced by a subsequent Version which
                                    is supported as indicated in paragraph
                                    4.2.9.

                           d)       "Software Problem" means a defect in the
                                    Software distribution media and or Software
                                    function which is inconsistent with the
                                    Software Specification.


                                 PAGE 39 OF 58

<PAGE>


                           e)       "Correction" of a Software Problem means the
                                    replacement of defective software
                                    distribution media and or making the
                                    function of Software consistent with the
                                    Software Specification.

                           f)       "Workaround" shall mean an alternative
                                    method to provide a temporary solution to a
                                    reported problem with Software to enable the
                                    continued operation of the Software that is
                                    reasonably acceptable to the Purchaser.


                                 PAGE 40 OF 58

<PAGE>

SCHEDULE 5

TRAINING PROGRAMS

SUPPLIER OBLIGATIONS

         The Supplier shall make available the necessary documentation and
         training courseware to enable the Purchaser and its Customers to use
         and perform maintenance and provide support for the Goods. The courses
         available to the Purchaser and Customers are detailed below:

         COURSES FOR THE PURCHASER PERSONNEL

         Are the same as those stated in sub-clause 1.6 of Schedule 2.
         For details please refer to the Supplier's Training Catalog

         COURSES FOR CUSTOMER PERSONNEL

         Are the same as those stated in sub-clause 1.6 of Schedule 2.
         For details please refer to the Supplier's Training Catalog

PURCHASER OBLIGATIONS

         The Purchaser will make the necessary facilities available for the
         training of their employees and Customers.

OBLIGATIONS OF BOTH PARTIES

         The Supplier shall develop a plan with the Purchaser to train the
         trainers identified by the Purchaser who will be conducting the
         training at sites to be mutually agreed to.


                                 PAGE 41 OF 58
<PAGE>


SCHEDULE 6

QUALITY REQUIREMENTS

1.         QUALITY CONTROL

         1.1      The Supplier shall operate a quality system that meets the
                  requirements of ISO 9001 within twelve (12) months of signing
                  this Agreement and to the reasonable satisfaction of the
                  Purchaser at all locations undertaking activities in support
                  of the Agreement.

         1.2      The Purchaser's and the Supplier's named contacts who have
                  management responsibility for quality assurance for all
                  activities covered by the Agreement are identified below:

                  The Supplier's Quality Manager         Dave Spaulding
                                                         656 Bait Island Road
                                                         Redwood City, CA, 94063

                  The Purchaser's Quality Manager        Claude Duez
                                                         Nortel Matra Cellular
                                                         Guyancourt, France

         1.3      The Supplier shall provide access to the premises',
                  undertaking work relating to the Agreement, for the personnel
                  of the Purchaser and its Customers' to carrying out any
                  assessments deemed necessary to ensure the Supplier's
                  compliance with ISO 9001, process capability, and any other
                  reasonable requirements of the Purchaser.

         1.4      All activities associated with the Agreement, and in
                  particular all release activities associated with procurement,
                  manufacturing, testing and repairs, shall be clearly
                  documented to show the sequence of activities and the
                  acceptance criteria. This information shall be documented such
                  that a controlled copy is supplied to the Purchaser within
                  three (3) months of signing the Agreement. Such documentation
                  shall be kept up to-date at all times by the Supplier.

         1.5      Final Factory Test results will be supplied with the shipment
                  of the Goods.

         1.6      All Goods shall be new, of sound design, materials and
                  workmanship.

2.       REPORTS AND SUPPLIER PERFORMANCE

         2.1      The Supplier shall provide regular monthly reports, to be
                  submitted on a date to be agreed between the Parties, on the
                  performance of Goods and Services in relation to:

                  -        delivery against lead time;

                  -        reject rate at manufacturing release;

                  -        Commissioning Failure Rate;

                  -        Reliability;

                  -        repair turn-around-time;


                                 PAGE 42 OF 58
<PAGE>


                  -        level of no fault found; and

                  -        repair diagnostics for Customer returned product.

                  The above reports shall provide data for each performance
                  measure in relation to the preceding calendar month. The
                  performance levels to be achieved by the Supplier, where
                  appropriate, are detailed in the Appendix to this Schedule 6.

                  Where the Supplier fails to achieve the required level(s), the
                  Purchaser and the Supplier shall agree a corrective action
                  plan which shall put in place activities and procedures to
                  remedy such non-achievement. Such corrective action plan shall
                  be without prejudice to any rights or remedies available to
                  the Purchaser under the Agreement. The performance levels
                  shall be reviewed and agreed annually.

         2.2      The Purchaser shall provide monthly reports of the failure
                  rate of Goods prior to going into service and the "In service"
                  reliability of Goods.

3.         MANUFACTURING CHANGES

         3.1      The Supplier shall formally document, in accordance with the
                  Supplier's "Change Control Procedure", all changes and/or
                  concessions approved by the Purchaser according to Clause 15
                  of Schedule 1 which affect the Goods' configuration or
                  compatibility.

         3.2      Goods will only be accepted and paid for on condition that no
                  Product Change in design has been introduced by the Supplier
                  without notifying the Purchaser in writing.

4.       Reliability

         4.1      The Supplier shall submit to the Purchaser as part of its
                  deliverable documentation a "Reliability Plan" for each Goods
                  type required under the Agreement. The Reliability Plan shall
                  be provided to the Purchaser for review and approval not later
                  than 90 days from the date of the Agreement.

         4.2      The content and format of the Reliability Plan shall be agreed
                  with the Purchaser and shall include details of the Suppliers
                  method's, process and activities for predicting, demonstrating
                  and improving reliability of the Goods. The Reliability Plan
                  shall also identify the planned test phases and activities
                  during manufacture, to demonstrate the Goods compliance with
                  the Purchaser's requirements.

         4.3      As part of the Reliability Plan, the Supplier shall provide to
                  the Purchaser reports and results of the outcome/output of
                  those activities detailed in the Reliability Plan.

5.       GENERAL

         5.1      The Supplier shall co-operate with the Purchaser in
                  investigating and resolving any Customer inquiries and
                  complaints.


                                 PAGE 43 OF 58
<PAGE>



         5.2      The Supplier shall keep the Purchaser informed of its
                  manufacturing capacity and the effect of any changes including
                  process and location that may impact upon the manufacturing
                  capability. This information shall be provided so as to be
                  complimentary to the forecasting process.


                                 PAGE 44 OF 58
<PAGE>


APPENDIX TO SCHEDULE 6

This Appendix provides details of the performance measures for Goods and
Services. Supplier fully intends to meet the Target Performance Levels described
below and shall use all reasonable efforts to do so.

1.       DELIVERY

         The quantifies of Goods delivered by the due date as a percentage of
         the total quantity of Goods required to be delivered during any
         Supplier fiscal quarter shall be measured and communicated to the
         Purchaser no later than fifteen (15) days after the end of the
         Supplier' s quarter and track a four (4) quarter history.

         Target Performance Level = 100%

2.       MANUFACTURING RELEASE FAILURE RATES

         The number of Goods passing the final test stage on first submission,
         as a percentage of the total number of Goods submitted to the final
         test during any Supplier fiscal quarter shall be measured and
         communicated to the Purchaser no later than fifteen (15) days after the
         end of the Supplier's quarter. The data shall be tracked for four (4)
         consecutive quarters.

         Target Performance Level = > 95%

3.       COMMISSIONING FAILURE RATE

         The number of Goods returned to the Supplier for repair from test stage
         prior to be being placed in service, as a percentage of the Goods that
         have been supplied within the "window". The data shall be tracked for
         four (4) consecutive quarters.

         Target Performance Level = TBD In next 60 days

4.       RELIABILITY

         The MTBF of each unit measured using the in-services returns for repair
         and the in-service equipment services population. The data shall be
         tracked for four (4) consecutive quarters.

         Target Performance Level= > Agreed MTBFs
<TABLE>
<CAPTION>

          --------------------------------- ------------------------------------------------------ --------------------------------
          PART NUMBER                       DESCRIPTION OF FIELD REPLACEABLE UNIT                  ESTIMATED MTBF - HOURS
          --------------------------------- ------------------------------------------------------ --------------------------------
          <S>                               <C>                                                    <C>
          M340220                           Clock, 13MHz                                                                  1,344,267
          --------------------------------- ------------------------------------------------------ --------------------------------
          M340014                           E-l, Long Haul, 2 Port                                                          406,861
          --------------------------------- ------------------------------------------------------ --------------------------------
          M340098                           E-1 with 2 TRAUS                                                                244,141
          --------------------------------- ------------------------------------------------------ --------------------------------
          M340121                           IWP                                                                             188,621
          --------------------------------- ------------------------------------------------------ --------------------------------
          M640034                           Power supply 350W, Hi24, 115v AC                                                297,300
          --------------------------------- ------------------------------------------------------ --------------------------------
          M640035                           Power supply 350W, Hi24, 230v AC                                                297,300
          --------------------------------- ------------------------------------------------------ --------------------------------
          M640026                           Power supply 350W, Hi24, -48V DC                                                297,300
          --------------------------------- ------------------------------------------------------ --------------------------------
          M640027                           Power Supply 50A, 115V AC                                                       297,300
          --------------------------------- ------------------------------------------------------ --------------------------------
          M640028                           Power Supply 50A, 230V AC                                                       297,300
          --------------------------------- ------------------------------------------------------ --------------------------------
          M340063                           RF Distribution 900 MHz                                                         305,437
          --------------------------------- ------------------------------------------------------ --------------------------------


                                 PAGE 45 OF 58
<PAGE>


          --------------------------------- ------------------------------------------------------ --------------------------------
          M340088                           RF Distribution 1800 MHz                                                        305,437
          --------------------------------- ------------------------------------------------------ --------------------------------
          N/A                               RF Distribution 1900 MHz                                                            N/A
          --------------------------------- ------------------------------------------------------ --------------------------------
          M640116                           TRX 900 MHz                                                                     122,392
          --------------------------------- ------------------------------------------------------ --------------------------------
          M640117                           TRX 1800 MHz                                                                    122,392
          --------------------------------- ------------------------------------------------------ --------------------------------
          N/A                               TRX 1900 MHz                                                                        N/A
          --------------------------------- ------------------------------------------------------ --------------------------------
          M640154                           TurboWAVE (900 MHz)                                                             100,000
          --------------------------------- ------------------------------------------------------ --------------------------------
          M648154                           TurboWAVE (1800 MHz)                                                            100,000
          --------------------------------- ------------------------------------------------------ --------------------------------
          M640025                           Fan, 12V Power Supply                                                            66,241
          --------------------------------- ------------------------------------------------------ --------------------------------
          M640021                           Cable kit, full set, indoor                                                         N/A
          --------------------------------- ------------------------------------------------------ --------------------------------
          M640048                           WAVEXpress Chassis                                                                  N/A
          --------------------------------- ------------------------------------------------------ --------------------------------
</TABLE>

5.       REPAIR TURN AROUND TIME

         The number of Goods repaired and returned to the Purchaser within the
         turnaround time, as a percentage of the total number of Goods repaired
         and returned to the Purchaser

         The turnaround time is thirty (30) days measured from receipt by the
         Supplier to dispatch by the Supplier to the Purchaser.

         Target Performance Level = 100%

6.       NO FAULT FOUND

         The number of units diagnosed as no fault found as a percentage of the
         units returned to the Purchaser during each Supplier fiscal quarter
         shall be measured and communicated to the Purchaser no later than
         fifteen (15) days after the end of the Supplier's quarter. The data
         shall be tracked for four (4) consecutive quarters.

         Target Perforce Level = 75%

7.       REPAIR DIAGNOSTICS

         Details of the reported fault and repair action taken on each unit
         diagnosed during the Supplier's fiscal quarter will be gathered and
         returned to the Purchaser no later than twenty-one (21) days after the
         end of each quarter. Both parties will strive to reduce this reporting
         interval over the next twelve months with the targeting a one month
         turnaround time.

         Performance Level = No target applicable.


                                 PAGE 46 OF 58
<PAGE>

SCHEDULE 7

ORDERING AND BILLING DETAILS

1.       Purchase Orders shall contain the following details:

         -        Unique Purchase Order Number,

         -        The Purchaser's Address;

         -        Description, Part Number, Specification and Quantity of Goods;

         -        Description of Services required;

         -        Delivery Date;

         -        Delivery Address;

         -        Price;

         -        Name of the Purchaser's Authorized Procurement Administrator,
                  and

         -        Reference to the Agreement.

         Purchase Orders shall be sent to the following address:

         656 Bair Island Road
         Redwood City, CA, 94063

         The Supplier's Authorized Representative is Stephen Lavallee

2.       Signed Purchase Order acknowledgments shall be returned to the
         Purchaser's Contract Administration Department at the address given in
         clause 3, below.

3.       THE PURCHASER'S ADDRESSES AND PROCUREMENT ADMINISTRATOR

         3.1      PURCHASING AND CONTRACT ADMINISTRATION

         Nortel-Malra Cellular
         BP 50
         1 Place des fres Montgolfier
         78042 Guyancourt
         France

         The Procurement Administrator is John Haydon

         3.2      INVOICING

         Invoices should be sent to the following address. They will be
         forwarded by the Procurement Administration for payment by the
         appropriate Purchaser.

         Nortel-Malra Cellular
         1 Place des fres Montgolfier
         78042 Guyancourt


                                 PAGE 47 OF 58

<PAGE>


         France

         The Purchaser's Authorized Invoicing Administrator is John Haydon


                                 PAGE 48 OF 58

<PAGE>


SCHEDULE 8

ESCROW

1.       The Supplier shall, within thirty (30) days of receipt of a written
         request from the Purchaser, enter into an escrow agreement with a
         reputable escrow agent for the deposit of Software source code
         information and hardware design information relating to Goods
         (hereinafter collectively referred to as "Escrow Information"). The
         terms of the escrow agreement are to be agreed between the Parties, but
         shall at minimum provide:

         1.1      an undertaking by the Supplier that all modifications, updates
                  and changes to the Escrow Information are deposited within
                  thirty (30) days of them becoming available;

         1.2      that if Supplier fails, through no fault of Purchaser, to
                  provide a Correction or Workaround for an S1 severity Software
                  Problem within ninety (90) days of Purchaser's fault report to
                  Supplier, then copy of the Escrow Information necessary to
                  remedy such Software Problem shall be released to Purchaser,
                  provided that Purchaser may only use such Escrow information
                  to remedy such Software Problem, and all such Escrow
                  Information shall be returned to the escrow agent immediately
                  after resolution of thc Software Problem;

         1.3      that if Supplier commits any act of bankrupt, or compounds
                  with its creditors, or a petition or receiving order in
                  bankrupt is presented or made against the Supplier, or a
                  petition for an administration order is presented in relation
                  to the Supplier, or a resolution or petition to wind up the
                  Supplier, or a receiver or administrative receiver is
                  appointed, other than for reconstruction reorganization or
                  amalgamation, and such act or petition is not cured,
                  dismissed, or withdrawn within 90 days thereafter, or Supplier
                  ceases to carry on business, then the Escrow Information shall
                  be released to Purchaser, provided that Purchaser shall only
                  be entitled to use the Escrow Information to enable the
                  continued supply of Goods and the provision of maintenance a
                  support services to existing Customers.

2.       All costs associated with the deposit and update of Escrow
         Information shall be for the Purchaser's account.


                                 PAGE 49 OF 58

<PAGE>

SCHEDULE 9

PURCHASING BASELINE AND EXCLUSIVITIES

1.       The Purchaser's Purchase Baseline is defined as follows (all revenues
         are net of service credit as described in Schedule 2, clause 5):

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
US$M                            1998                     1999                   2000           2001           2002
Calendar Quarter      Q2       Q3       Q4      Q1       Q2       Q3       Q4
<S>                   <C>     <C>       <C>     <C>      <C>      <C>     <C>   <C>            <C>            <C>
Quarterly Revenue     3        5        8       11       5        5        0
Annual Revenue                                  16*                        21*     50*          82*              131
Cumulative Revenue                              16                         37      87           169              300
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
*    Purchaser does not have the obligation to place these Purchase Order,
     except as set forth in Schedule 9, sub-clause 2.1 and Schedule 2, Clause 4
     and subject to the payment of the sums described in sub-clause 1.2 below
     upon the Purchaser's failure to purchase Goods as anticipated in 1998 and
     1999.

         1.1      The Purchase Baseline can be adjusted, by good faith
                  negotiations, if, any material microcellular product
                  milestones as defined in the Development Plan (as stated in
                  Schedule 10, and subject to revision by mutual agreement of
                  the parties within 30 days after signing this Agreement) are
                  not met within 90 days of the target date in the Development
                  Plan.

         1.2      If the purchases by the Purchaser, during any quarter of 1998
                  or 1999 are less than those indicated in the Purchase Baseline
                  above, the Purchaser shall pay the Supplier, at the end of
                  such quarter sum equal to 38.1% of the Price of the shortfall
                  of Goods not purchased by the Purchaser ("Shortfall Payment").

                  1.2.1    To the extent that the Purchaser makes up the
                           shortfall with an excess in the following quarter
                           (over the purchase baseline for such following
                           quarter), the Supplier will credit the Purchaser for
                           the shortfall payment.

                  1.2.2    The Purchaser shall not be obligated to pay for any
                           shortfalls due to the Supplier's failure to deliver
                           Goods which meet mutually agreed acceptance criteria.

         2.       Reflecting the fact that the Purchaser will supply
                  substantial, valuable and proprietary technology, technical
                  information and know-how to the Supplier pursuant to the
                  Technical Information Agreement being entered into between the
                  Parties, the Supplier shall be restricted from entering into
                  an OEM or distributor agreement with Nokia or Ericsson until
                  December 31, 1999 ("Limited Exclusivity"). After such time,
                  the Purchaser's Limited Exclusivity shall be terminated only
                  if the annual purchase of Goods by the Purchaser is less than
                  eighty (80%) percent of the annual Purchase Baseline at the
                  end of any of the calendar years 2000, 2001, 2002. Nothing in
                  this Agreement shall be construed to prevent the Supplier from
                  developing other products, whether or not competing with the
                  Goods, for supply to Nokia or Ericsson or any other purchaser,
                  provided that the Supplier complies with all provisions of
                  this Agreement, the Technical Information Agreement and the
                  Patent License Agreement.

                  2.1      If, however, the Purchaser's failure to meet an
                           eighty (80%) percent annual target is attributable
                           solely to the Supplier's delay in meeting a material
                           microcellular product milestone, or the Supplier's
                           delay in delivering goods which meet mutually agreed


                                 PAGE 50 OF 58

<PAGE>


                  acceptance criteria, the annual period for determining
                  achievement of the annual target shall be extended for the
                  length of such delay

3.       On or before the Second Closing Date, the parties shall, by exercise of
         their commercially reasonable best efforts acting in good faith, agree
         upon a methodology for periodic reviews of the market forces, including
         pricing and other factors that are materially impacting the Purchaser's
         ability to achieve the commitments in the Purchaser's Purchase Baseline
         and related commitments hereunder and from time to time to negotiate in
         good faith any clarifications or modifications that may be appropriate
         and equitable in the interests of each of the parties by reasons of
         conditions prevailing from time to time in markets for the Goods.


                                 PAGE 51 OF 58

<PAGE>

SCHEDULE 10

PRODUCT DESCRIPTIONS

EQUIPMENT

1.       WAVEXpress BTS

         SPECIFICATIONS

         Cellular Standards Supported                ETSI GSM Phase 2
         Features Supported                          Base transceiver
                                                     station (BTS); GSM RF
                                                     management, data and fax,
                                                     short message service,
                                                     antenna receive diversity,
                                                     encryption, optional power
                                                     supply redundancy
         Transmit RF Frequency                       GSM 935- 960 MHz
                                                     DCS 1805 - 1880 MHz
         Receive RF Frequency                        GSM 890- 915 MHz
                                                     DCS1710 - 1785 MHz
         Antenna Power                               Up to 2.0 watts at antenna
                                                     port (may be extremely
                                                     amplified for greater
                                                     transmit power)
         Cell Size (Range)                           Up to 3 kilometers maximum
                                                     radius depending on
                                                     topography and environment
         Number of TRXs per BTS                      1 - 3
         Channels per BTS                            7- 22 simultaneous
         Mobile Stations Supported                   GSM/DCS-compliant mobile
                                                     station (Phase 1, 2 or 2+)
         GSM/PCS Interfaces Supported                Abis and Radio (Phase 2)
         Processors                                  Distributed Motorola 68040
                                                     and 68360
         Mobile Interfaces Supported                 GSM full-rate RF interface,
                                                     2400 bps -- 9600 bps
                                                     transparent
                                                     data/FAX
         Trunk Network Interfaces                    G.703-compliant. E1, T1
                                                     planned
         Power Requirements                          Power consumption: 150
                                                     watts, 110/220 volts 50-60
                                                     Hz ac, -48 volts dc planned
         Dimensions (h x w x d)                      55 x 23 x 41 centimeters
                                                     (21.5 x 9 x 16 inches)
         Weight                                      20 kg (44 lbs.)
         Operating Environment                       Temperature: -10 DEG. to
                                                                  45 DEG. C
                                                     Humidity:    10% to 90%
                                                                  noncondensing,
                                                                  10% to 95%
                                                                  noncondensing
                                                                  (outdoor)

2.       WAVEXpress BSC
         SPECIFICATIONS
         Cellular 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, optional
                                                     local transcoding (TRAU)
         BTS RF Protocols Supported                  GSM 900
                                                     DCS 1800
         Number of E1/T1 Ports per BSC               2 - 14
         Number of BTSs per BSC                      1 - 20
         Number of TRXs per BSC                      1 - 20, 1 - 30 in Release 3


                                   PAGE 52 OF 58
<PAGE>

         BTSs Supported                              interWAVE WAVEXpress/BTS
                                                     others supporting GSM Abis
                                                     interface (requires
                                                     verification testing with
                                                     interWAVE)
         Mobile Stations Supported                   GSM/DCS-compliant mobile
                                                     station (Phase 1, 2 or 2+)
         GSM/PCS Interfaces Supported                A and Abis
         Processors                                  Distributed Motorola 68040
                                                     and 68360
         Mobile Interfaces Supported                 GSM full-rate RF interface,
                                                     2400 bps- 9600 bps
                                                     transparent
                                                     data/FAX
         Trunk Network Interfaces                    G.703-compliant. El, T1
                                                     planned
         Power Requirements                          Power consumption: 150
                                                     watts, 110/220 volts 50-.60
                                                     Hz ac, -48 volts dc planned
         Dimensions (h x w x d)                      55 x 23 x 41 centimeters
                                                     (21.5 x 9 x 16 inches)
         Weight                                      20 kg (44 lbs.)
         Operating Environment                       Temperature: -10 DEG. to
                                                                  45 DEG. C
                                                     Humidity:.   10% to 90%
                                                                  noncondensing,
                                                                  10% to 95%
                                                                  noncondensing
                                                                  (outdoor)

3.       TurboWAVE BTS

         SPECIFICATIONS
         Cellular Standards Supported                ETSI GSM Phase 2
         Features Supported                          Base transceiver
                                                     station (BTS); GSM RF
                                                     management, data and fax,
                                                     short message service,
                                                     encryption, optional power
                                                     supply redundancy
         Transmit RF Frequency                       GSM 935 - 960 MHz
                                                     DCS 1805- 1880 MHz
         Receive RF Frequency                        GSM 890- 915 MHz
                                                     DCS 1710 - 1785 MHz
         Antenna Power                               Up to 4.0 watts at antenna
                                                     port with 2 TRXs and 1
                                                     antenna
                                                     Up to 8.0 watts at antenna
                                                     port with 2 TRXs and 2
                                                     antenna
                                                     Up to 16.0 watts at antenna
                                                     port with 1 TRX and 1
                                                     antenna
         Cell Size (Range)                           Up to 15 kilometers maximum
                                                     radius depending on
                                                     topography and environment
         Number of TRXs per BTS                      1 - 2
         Channels per BTS                            7- 14 simultaneous
         Mobile Stations Supported                   GSM/DC-compliant mobile
                                                     station (Phase 1, 2 or 2+)
         GSM/PCS Interfaces Supported                Abis and Radio (Phase 2)
         Processors                                  Distributed Motorola 68040
                                                     and 68360
         Mobile Interfaces Supported                 GSM full-rate RF interface,
                                                     2400 bps- 9600 bps
                                                     transparent
                                                     data/FAX
         Trunk Network Interfaces                    G.703-compliant E1, T1
                                                     planned
         Power Requirements                          Power consumption: 250
                                                     watts, 110/220 volts 50-60
                                                     Hz ac, -48 volts dc planned
         Dimensions (h x w x d)                      55 x 23 x 41 centimeters
                                                     (21.5 x 9 x 16 inches)
         Weight                                      20 kg (44 lbs.)
         Operating Environment                       Temperature: -10 to 45
                                                                  DEG. C
                                                     Humidity:.   10% to 90%
                                                                  noncondensing,
                                                                  10% to 95%
                                                                  noncondensing
                                                                  (outdoor)

4.       WAVEXchange

         SPECIFICATIONS


                                   PAGE 53 OF 58
<PAGE>

         Applications                                GSM mobile networks,
                                                     wireless local loop, or
                                                     wireless PBX adjunct
         Base Functionality                          Speech Services:
                                                     GSM900/DCS1800/PCS1900
                                                     (future)
                                                     Inter/lntra BSC handover,
                                                     Integral VLR/HLR per GSM
                                                     3.08 and GSM 9.02 MAP Call
                                                     management (GSM 4.08)
                                                     Mobility management (GSM
                                                     4.08)
                                                      - Ciphering,
                                                        identification,
                                                        location update,
                                                        identification, IMSI
                                                        attach/detach, TMSl
                                                        reallocation,
                                                     BSSMAP per GSM 8.08, both
                                                     connection/connectionless
                                                     Unified OMC, integrating
                                                     OMC-S/OMC-R applications
                                                     Call data records per GSM
                                                     12.05, ASCII formatted
                                                     Performance per GSM 12.04,
                                                     with proprietary extensions
                                                     Alarm/event management,
                                                     with proprietary extensions
         Base Platform                               9-slot VME backplane with
                                                     TDM bus (16 lines x 8Mbps)
                                                     IWP Module (68040 CPUI68360
                                                     Comm. Proc.)
                                                      - OMC connectivity via
                                                        Ethernet DB15 connector
                                                      - Craft Interface (RS-232c
                                                        9-pin); external alarms
                                                        (RJ45)
                                                      - Hard disk drive and
                                                        flash memory
                                                     Dual port El/T1 module
                                                     (68360 Comm. Proc.) planned
                                                      - Support for 14 E1 ports
                                                        per chassis
                                                      - Integral 64kbps time/
                                                        space switch"
                                                      - Available with BNC 75
                                                        omega or DB15 120 omega
                                                        connectors
                                                      - Echo cancellation/tones
                                                        available
                                                      - 1->N trunk redundancy
                                                        (future)
                                                     Redundant power supply
                                                     (optional)
         Services                                    Emergency calls
                                                     Call Barring (Operator
                                                     Determined - ODB), GSM 2.88
                                                     Call Forwarding
                                                     Unconditional (CFU - OD),
                                                     GSM 2.82 Intra WAVEXchange
                                                     FAX/data services, GSM
                                                     2.02/2.03
         Performance                                 Call processing
                                                     capabilities: 100 Erlangs
                                                     providing -8000 BHCA
                                                     Performance goals: per
                                                     GSM 3.05
         Environmental                               Temperature:  0 DEG. C to
                                                                   45 DEG. C
                                                     Humidity 0% to 95%,
                                                     noncondensing

5.       Combo

         SPECIFICATIONS
         Applications                                GSM mobile networks,
                                                     wireless local loop, or
                                                     wireless PBX adjunct
         Base Functionality                          Speech Services:
                                                     GSM900/DCS1800/PCS1900
                                                     (future)
                                                     Integral VLR/HLR per GSM
                                                     3.08 and GSM 9.02 MAP Call
                                                     management (GSM 4.08)
                                                     Mobility management (GSM
                                                     4.08)
                                                      - Ciphering,
                                                        identification,
                                                        location update,
                                                        identification, IMS1
                                                        attach/detach, TMSI
                                                        reallocation,
                                                     BSSMAP per GSM 8.08, both
                                                     connection/connectionless
                                                     Call data records per GSM
                                                     12.05, ASCII formatted
                                                     Performance per GSM 12.04,
                                                     with proprietary extensions
                                                     Alarm/event management,
                                                     with proprietary extensions
         Features Supported                          GSM RF management, data and
                                                     fax, short message service,
                                                     encryption,
         Transmit RF Frequency                       GSM 935- 960 MHz
                                                     DCS 1805 - 1880 MHz
         Receive RF Frequency                        GSM 890- 915 MHz
                                                     DCS 1710- 1785 MHz


                                   PAGE 54 OF 58
<PAGE>

         Antenna Power                               Up to 16.0 watts at antenna
                                                     port with 1 TRX and 1
                                                     antenna
         Cell Size (Range)                           Up to 15 kilometers maximum
                                                     radius depending on
                                                     topography and environment
         Number of BTS per Combo                     1 - 3 planned
         Number of TRXs per Combo                    1 - 2, 1 - 10 planned
                                                     (3TRX per BTS and 1TRX
                                                     in Combo)
         Channels per Combo                          7 - 14 simultaneous
         Mobile Stations Supported                   GSM/DCS- compliant mobile
                                                     station (Phase 1, 2 or 2+)
         Base Platform                               9-slot VME backplane with
                                                     TDM bus (16 lines x 8Mbps)
                                                     IWP Module (68040 CPU/68360
                                                     Comm. Proc.)
                                                      - OMC connectivity via
                                                        Ethernet DB15 connector
                                                      - Craft Interface (RS-232c
                                                        9-pin); external alarms
                                                        (RJ45)
                                                      - Hard disk drive and
                                                        flash memory
                                                     Dual port E1/T1 module
                                                     (68360 Comm. Proc.) planned
                                                      - Support for 14 E1 ports
                                                        per chassis
                                                      - Integral 64kbps time/
                                                        space switch
                                                      - Available with BNC
                                                        75omega or DB15
                                                        120omega connectors
                                                      - Echo cancellation/tones
                                                        available
                                                      - 1->N trunk redundancy
                                                        (future)
                                                     Redundant power supply
                                                     (optional)
         Services                                    Emergency calls
                                                     Call Barring (Operator
                                                     Determined - ODB), GSM 2.88
                                                     Call Forwarding
                                                     Unconditional (CFU - OD),
                                                     GSM 2.82
         GSM/PCS Interfaces Supported                Abis and Radio (Phase 2)
         Processors                                  Distributed Motorola 68040
                                                     and 68360
         Mobile Interfaces Supported                 GSM full-rate RF interface,
                                                     2400 bps - 9600 bps
                                                     transparent data/FAX
         Trunk Network Interfaces                    G.703-compliant. El, T1
                                                     planned
         Power Requirements                          Power consumption: 250
                                                     watts, 110/220 volts 50-60
                                                     Hz ac, -48 volts dc planned
         Dimensions (h x w x d)                      55 x 23 x 41 centimeters
                                                     (21.5 x 9 x 16 inches)
         Weight                                      20 kg (44 lbs.)
         Operating Environment                       Temperature: -10 DEG. to
                                                                  45 DEG. C
                                                     Humidity     10% to 90%
                                                                  noncondensing,
                                                                  10% to 95%
                                                                  noncondensing
                                                                  (outdoor)

6.       WAVEView OMC

         APPLICATIONS
         Configuration Management
                                                   - Region-wide configuration
                                                     database
                                                   - Modification of network
                                                     elements and network
                                                     parameters
                                                   - Remote download of
                                                     software to network
                                                     elements
                                                   - Audit functions that upload
                                                     current configuration of
                                                     network elements
                                                   - Region map that displays
                                                     the network elements and
                                                     connectivity
                                                   - Addition and deletion of
                                                     network elements (MSC, BSC,
                                                     and BTS)
                                                   - Full support of cell and
                                                     frequency configuration
                                                     management
                                                   - Region map displays current
                                                     network element states'
         Fault Management
                                                   - Real-time monitoring of the
                                                     network for faults and
                                                     problems
                                                   - Visual indication of
                                                     problem areas using
                                                     detailed views
                                                   - Polling of the wireless
                                                     access network to determine
                                                     the status of
                                                   - the operations and
                                                     maintenance communication
                                                     links
                                                   - Maintenance of daily event
                                                     logs
                                                   - Tracking of active alarm
                                                     conditions
                                                   - Audible alarms based on
                                                     severity


                                   PAGE 55 OF 58
<PAGE>

                                                   - Clearing and acknowledgment
                                                     of alarms
                                                   - Alarm seventy can be
                                                     altered
         Performance Management
                                                   - Collects network
                                                     performance statistics
                                                   - Building of a knowledge
                                                     base of network resource
                                                     usage for strategic
                                                     business and network
                                                     planning decisions
                                                   - Use of performance data for
                                                     troubleshooting and
                                                     monitoring network
                                                     performance
         Data Import and Export
                                                   - Integrates with existing
                                                     network management support
                                                     tools
                                                   - Import cell configuration
                                                     data from existing cell
                                                     planning tools
                                                   - Export of network
                                                     performance data and
                                                     statistics to cell
                                                     planning tools
                                                   - Periodic collection BSC/BTS
                                                     statistics into ASCII files
                                                     for export to external
                                                     tools
                                                   - Export of historical event
                                                     and alarm logs
         Access Security Management
                                                   - Definition of user access
                                                     privileges settable by the
                                                     administrator
                                                   - Definition of different
                                                     classes of WAVEView users,
                                                     privileges, and passwords
                                                   - Two levels of security
                                                     control beyond normal UNIX
                                                     login security
                                                     - Password authorized use
                                                       of WAVEView
                                                      - User restrictions based
                                                        on domains and object
                                                        class access control


                                   PAGE 56 OF 58
<PAGE>

DEVELOPMENT PLAN FOR BSS RELEASES

<TABLE>

<S> <C>
1   BSS Release 2.0 (Currently Shipping)                     3.   BSS Release 4.0 (Calendar Q3, 1998)

    MAIN FEATURES                                                 ADDITIONAL FEATURES
    -    No cycling of MS power on handover                       -    SMS Cell Broadcast
    -    MS Dynamic Power Control on                              -    Handover on congestion with threshold
         RxQual and RxLev                                         -    Force handover to second best cell
    -    Separate Settable HO Margins                             -    DTX downlink (uplink by MS)
    -    MS fast Power Down                                       -    Call Trace
    -    Speed Sensitive microcell HO                             -    Double BCCH allocation lists
    -    GSM 12.21 standard Abis interface                        -    Call Queuing
    -    Racal BSS Testing Support                                -    Idle Channel interference
    -    TRX Hot Swap                                                  measurement and notification
    -    Enh Network Perf Statistics Module                       -    Very early assignment
         Serial Number Id                                         -    Handover margins for each cell
    -    Non-Encrypted Software Release
    -    GSM Data Services

2.  BSS Release 3.0 (Calendar Q2, 1998)                      4.   BSS Release 5.0 (Calendar Q1, 1999)

    ADDITIONAL FEATURES                                           ADDITIONAL FEATURES
    -    WAVEXpress BSC Capacity                                  -    New E1/T1 module for up to 8 BTS per BSC E1/T1 card
         Increase                                                      -  -16Kb switching
         -  -30 TRXs per BSC                                      -    Enhanced Full Rate Vocoder
         -  -15 BTSs per BSC                                      -    Cost Reduced TRX with
    -    Antenna Receive Diversity                                     -  -frequency hopping
    -    Dynamic Power Control                                         -  -forward and reflected
    -    Directed Retry (phase 1 and 2                                    power detection
         mobiles)                                                 -    Paging Group Reorganization
    -    3 TRXs per WAVEXpress BTS                                -    Adjustment of uplink/downlink volume
    -    TurboWAVE Integrated high power                          -    Automatic E1/T1 module hardware occupancy detect
         -   -2-16 Watts                                          -    More flexible SDCCH Channel configuration
         -   -900 MHz and 1800 MHz                                -    Dynamic Channel Allocation (DCA)
    -    WAVEXpress BTS Daisy Chain
    -    HDSL Modem (OEM Adjunct)
</TABLE>

                                              Page 57 of 58

<PAGE>


DEVELOPMENT PLAN FOR NSS RELEASES

<TABLE>

<S><C>
1.   NSS Release 2.0 (Currently Shipping)                     3.   NSS Release 4.0 (Calendar Q3, 1998)

     MAIN FEATURES                                                 ADDITIONAL FEATURES
     -     Support (2) BSC; (5) BTS; (2) TRX each                  -     Support (5) BSC (BSS 4.0 rules),
     -     500 Subs @ 0.1 Erlang                                         max 30TRX
     -     'A' Interface to interWAVE BSC                          -    1,000 Subs @ 0.1 Erlang
     -     HLR/VLR Support                                         -    2,000 Subs @ 0.05 Erlang
     -     Authentication                                          -    Combo Switeh/BSC/BTS
     -     Ciphering                                                    -    Support for (2) TRX
     -     Emergency Call                                               -    200 Subs @ 0.025Erlang
     -     ISDN PRI Trunks                                              -    integrated HLR
     -     Dial Plan (E. 164)                                           -    modular expansion
     -     DTMF / MF Tones                                         -    Private A-Link Multiplexer
     -     Call Detail Records (CDRs)                                   (PALIM)
     -     Abbreviated Dial Plan                                   -    QSIG (Adjunct)
     -     MFCR2 Trunks                                            -    Call Forwarding Conditional
     -     Call Barring (Operator Determined)                      -    Call Waiting
                                                                   -    Call Hold
                                                                   -    Call Transfer
2.   NSS Release 3.0 (Calendar Q2, 1998)                           -    Trunk Group Management
                                                                   -    SMS (in investigation)
     ADDITIONAL FEATURES                                           -    Voice Mail (in investigation)
     -    Integrated OMC-R-S-HLR                                   -    MAP for central HLR
     -    Call Forwarding Unconditional
     -    Data/Fax (intra WX)
     -    Callid (CLIR/CLIP)                                     4.   NSS Release 5.0 (Calendar Q1, 1999)
     -    Echo Cancellation via external box                          ADDITIONAL FEATURES
     -    Performance Measurements                                    -    Support (5) BSC (BSS 5.0 rules),
                                                                           max 60TRX
                                                                      -    2,000 Subs @ 0.1 Erlang
                                                                      -    5,000 Subs @ 0.04 Erlang
                                                                      -    Call Conference (multi-party)
                                                                      -    Multi-site WAVEXchange Networks
                                                                      -    16 Kb switching
</TABLE>

                                     Page 58 of 58

<PAGE>

                        AMENDMENT NO. 2 TO OEM AGREEMENT

This Amendment No. 2 (this "Amendment") to the Revised OEM Purchase Agreement
between the parties effective March 27. 1998 and previously amended by an
Amendment No. 1 effective April 29, 1998 (together the "Agreement") is made and
entered into this 21st day of April, 1999 by and between Northern Telecom
Limited, a company incorporated under the laws of Canada, and interWAVE
Communications International, a B. V. company incorporated under the laws of the
Netherlands.

The parties agree as follows:

         1.       The Agreement is amended by deleting Schedules 2, 9 and 10 and
                  replacing them with the attached Schedules.

         2.       Except as otherwise provided in this Amendment, all terms and
                  conditions of the Agreement remain in full force and effect.

         3.       This Amendment may be executed in a number of counterparts,
                  and all such counterparts taken together shall constitute one
                  and the same agreement.

IN WITNESS WHEREOF the parties have entered into this Amendment to the Agreement
the day and year first above written.

SIGNED BY
a duly authorized person on
behalf of Northern Telecom Limited

                                                     Signature    }
                                                                  -------------

                                                     Name         }
                                                                  -------------

                                                     Position     }
                                                                  -------------

                                                     Signature    }
                                                                  -------------

                                                     Name         }
                                                                  -------------

                                                     Position     }
                                                                  -------------
SIGNED BY
a duly authorized person on behalf of
interWAVE Communications International

                                                     Signature    } /s/: xxxx
                                                                  -------------

                                                     Name         }Pricilla Lu
                                                                  -------------

<PAGE>


                                                     Position    }Chairman,
                                                                 CEO, President
                                                                 ---------------
<PAGE>

SCHEDULE 2

1.       PRICES AND PRODUCT DESCRIPTION

         The prices detailed hereunder are firm and fixed for the calendar year
         in which this Agreement commenced (the "Initial Period"). Sixty (60)
         days prior to the expiration of the Initial Period, and each subsequent
         twelve (12) month period the Parties shall review and agree upon the
         prices that shall apply to Goods and Services for the next twelve (12)
         month period. The prices listed below include warranty during the
         Guarantee Period and technical support for 12 months.

         The prices listed below are subject to amendments according to the
         clauses below:

1.0.1    In the event that the market prices have substantially decreased, the
         Purchaser may request good faith efforts from the Supplier to
         re-negotiate prices accordingly. Such price reduction will become
         effective for all following deliveries to the Purchaser.

1.0.2    The Purchaser will discuss with the Supplier any single opportunity for
         the Supplier's. In the event that the single opportunity pricing is
         granted to the Purchaser by the Supplier, it will not impact the
         pricing at that time of other products.

1.0.3    For each of the calendar years, the Purchaser and Supplier will use
         their best efforts to agree upon and execute an amendment to this
         Agreement that sets forth the prices and volume discounts applicable
         for such a calendar year. The Supplier guarantees a minimum of 5%
         decrease of price for the Products from one calendar year to the next.

1.0.4    The Purchaser may agree to fund any cost reduction program with the
         Supplier that provides an in year pay back to the Purchaser. The
         benefit of the cost reduction will be shared equally between the
         Purchaser and the Supplier and will be reflected in revised purchase
         prices by the supplier from the time that the cost reduction is
         realized in the product cost.

1.0.5    The Purchaser may agree to provide to the Supplier, where applicable,
         opportunities to reduce costs by subcontracting to the Purchaser's
         manufacturing facilities.

1.0.6    The Supplier agrees to provide the Purchaser with a monthly status on
         their cost reduction programs in part with the ordering and forecast
         review.

1.0.7    The Supplier represents to the Purchaser that the prices listed herein
         for Goods and Services are no higher than those charged by the Supplier
         to other similar parties who purchase similar goods for resale
         (excluding exceptions for flexibility in markets and for the Customers
         that the Purchaser is not pursuing, and other special circumstances on
         an agreed upon individual basis). At the request of the Purchaser,
         Supplier shall internally review its compliance with this requirement
         on an annual calendar year basis and shall credit any overcharge to the
         Purchaser in accordance with Schedule 1, Clause 24. In any event, the
         Purchaser shall receive a minimum sixty-five (65)% discount off the
         Supplier's then current list prices.

1.0.8    The Supplier shall provide a ten (10%) percent discount on Combos
         ordered for installation into the "Corporate Market Applications" The
         Supplier agrees to provide a 5% discount on Base Stations for accounts
         and bids made by the Purchaser prior to the signing of this amendment
         but not going forward.

1.0.9    The supplier will provide the following discounts for 1999. These
         discounts are not incremental to the ten (10%) percent discount on
         Combos for "Corporate Market Applications"

                                                                          1
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------- -----------------------------------------------
$0 to $7.0M                             1998 prices (Net of credit)
--------------------------------------- -----------------------------------------------
<S>                                     <C>
$7.0M to $15.0M                         8% discount

--------------------------------------- -----------------------------------------------
$15.0M and over                         12% discount including Combos
--------------------------------------- -----------------------------------------------
</TABLE>

                                                                          2
<PAGE>

1.1      Baseline Prices for Goods

<TABLE>
<CAPTION>
------------------------------------------------------------------------- ------------------------------- -----------------------
DESCRIPTION OF GOODS                                                      PART NUMBER                     PRICE (US$)
------------------------------------------------------------------------- ------------------------------- -----------------------
<S>                                                                       <C>                             <C>
WAVEXpress 1-TRX BTS (900MHz)                                             M5120A                                          $9,975
------------------------------------------------------------------------- ------------------------------- -----------------------
WAVEXpress 2-'TRX BTS (900MHz)                                            M5220A                                         $14,963
------------------------------------------------------------------------- ------------------------------- -----------------------
WAVEXpress 3-TRX BTS (900MHz)                                             M5320A                                         $22,444
------------------------------------------------------------------------- ------------------------------- -----------------------
WAVEXpress 1-TRX BTS (1800MHz)                                            M5122                                           $9,975
------------------------------------------------------------------------- ------------------------------- -----------------------
WAVEXpress 2-TRX BTS (1800MHz)                                            M5222                                          $14,963
------------------------------------------------------------------------- ------------------------------- -----------------------
WAVEXpress 3-TRX BTS (1800MHz)                                            M5322                                          $22,444
------------------------------------------------------------------------- ------------------------------- -----------------------
WAVEXpress 1-TRX BTS (1900MHz)                                            M5124                                           $9,975
------------------------------------------------------------------------- ------------------------------- -----------------------
WAVEXpress 2-TRX BTS (1900MHz)                                            M5224                                          $14,963
------------------------------------------------------------------------- ------------------------------- -----------------------
WAVEXpress 3-TRX BTS (1900MHz)                                            M5324                                          $22,444
------------------------------------------------------------------------- ------------------------------- -----------------------
TurboWAVE 4 Watt(900 MHz)                                                 M640154                                         $3,990
------------------------------------------------------------------------- ------------------------------- -----------------------
TurboWAVE 8 Watt(900 MHz)                                                 M640157                                         $3,990
------------------------------------------------------------------------- ------------------------------- -----------------------

------------------------------------------------------------------------- ------------------------------- -----------------------
TurboWAVE 4 Watt (1800 MHz)                                               M640159                                         $3,990
------------------------------------------------------------------------- ------------------------------- -----------------------
TurboWAVE 8 Watt (1800 MHz)                                               M640160                                         $3,990
------------------------------------------------------------------------- ------------------------------- -----------------------

------------------------------------------------------------------------- ------------------------------- -----------------------
BSPLUS 1-TRX 2W (900 MHz)                                                 tbd                                            $27,360
------------------------------------------------------------------------- ------------------------------- -----------------------
BSPLUS 2-TRX 2W (900 MHz)                                                 tbd                                            $34,865
------------------------------------------------------------------------- ------------------------------- -----------------------
BSPLUS 1-TRX 2W (1800 MHz)                                                tbd                                            $27,360
------------------------------------------------------------------------- ------------------------------- -----------------------
BSPLUS 2-TRX 2W (1800 MHz)                                                tbd                                            $34,865
------------------------------------------------------------------------- ------------------------------- -----------------------
BSPLUS 1-TRX 2W (1900 MHz)                                                tbd                                            $27,360
------------------------------------------------------------------------- ------------------------------- -----------------------
BSPLUS 2-TRX 2W (1900 MHz)                                                tbd                                            $34,865
------------------------------------------------------------------------- ------------------------------- -----------------------

------------------------------------------------------------------------- ------------------------------- -----------------------
WAVEXpress BSC-11 (2 E1)                                                  See Config Guide                               $14,060
------------------------------------------------------------------------- ------------------------------- -----------------------
WAVEXpress BSC-32 (5 E1)                                                  M5130                                          $23,608
------------------------------------------------------------------------- ------------------------------- -----------------------
WAVEXpress BSC-53 (8 E1)                                                  tbd                                            $33,155
------------------------------------------------------------------------- ------------------------------- -----------------------
Combo 1-TRX (900 MHz)                                                     M5150A                                         $13,618
------------------------------------------------------------------------- ------------------------------- -----------------------
Combo 2-TRX (900 MHz)                                                     M5152A                                         $18,611
------------------------------------------------------------------------- ------------------------------- -----------------------
Combo 1-TRX (1800 MHz)                                                    M5152                                          $18,611
------------------------------------------------------------------------- ------------------------------- -----------------------
Combo 1-TRX (1800 MHz)                                                    M5252                                          $13,618
------------------------------------------------------------------------- ------------------------------- -----------------------
Combo 1-TRX (1900 MHz)                                                    M5154                                          $18,611
------------------------------------------------------------------------- ------------------------------- -----------------------
Combo 2-TRX (1900 MHz)                                                    M5254                                          $13,618
------------------------------------------------------------------------- ------------------------------- -----------------------
WAVEXchange NSS -11 (2 E1)                                                See Config Guide                               $12,350
------------------------------------------------------------------------- ------------------------------- -----------------------
WAVEXchange NSS -32 (5 E1)                                                M5060                                          $21,375
------------------------------------------------------------------------- ------------------------------- -----------------------
WAVEXchange NSS -53 (8 E1)                                                tbd                                            $30,400
------------------------------------------------------------------------- ------------------------------- -----------------------
WAVEView,OMC-Ultra 10                                                     M640191                                        $22,487
------------------------------------------------------------------------- ------------------------------- -----------------------

------------------------------------------------------------------------- ------------------------------- -----------------------
Combo S/W - 1 TRX                                                         S500200N                                        $6,983
------------------------------------------------------------------------- ------------------------------- -----------------------
Combo S/W - 2 TRX                                                         S500300N                                       $12,487
------------------------------------------------------------------------- ------------------------------- -----------------------
WAVEXchange NSS S/W- Base                                                 S500400N                                       $27,712
------------------------------------------------------------------------- ------------------------------- -----------------------
WAVEXchange NSS S/W- Base                                                 S500500N                                        $3,325
------------------------------------------------------------------------- ------------------------------- -----------------------
WAVEView,OMC-200 S/W - Base                                               S500600N                                       $10,474
------------------------------------------------------------------------- ------------------------------- -----------------------
WAVEView,OMC-200 S/W - per TRX (not to exceed $70k/ OMC)                  S500700N
------------------------------------------------------------------------- ------------------------------- -----------------------
</TABLE>

                                                                          3
<PAGE>

         1.21.2   Prices for Software Release Upgrades

                    The fee for upgrading from Release 4.x to 5.x is as follows-
                        US $400          per TRX for the BSS
                        US $100          per TRX for the OSS
                        US $1000         per TRX for the NSS/Combo

         1.3      PRICES FOR ENGINEERING SERVICES

                  EMERGENCY CALL OUT SERVICES *
<TABLE>
<CAPTION>
------------------------------ ----------------------- --------------------- ------------------------------ -----------------------
EMERGENCY CALL OUT             STANDARD                WEEKNIGHTS            NIGHTS/WEEKENDS                SUNDAYS/HOLIDAYS
------------------------------ ----------------------- --------------------- ------------------------------ -----------------------
($/HOUR)                                               8AM-5PM               5PM-11PM                       11PM-8AM
------------------------------ ----------------------- --------------------- ------------------------------ -----------------------
<S>                            <C>                     <C>                   <C>                            <C>
------------------------------ ----------------------- --------------------- ------------------------------ -----------------------
Junior Engineer                $90                     $110                  $125                           $150
------------------------------ ----------------------- --------------------- ------------------------------ -----------------------
Engineer                       $110                    $130                  $150                           $185
------------------------------ ----------------------- --------------------- ------------------------------ -----------------------
Sr. Engineer/Spec.             $150                    $180                  $185                           $250
------------------------------ ----------------------- --------------------- ------------------------------ -----------------------
Project Manager                $190                    $225                  $250                           $315
------------------------------ ----------------------- --------------------- ------------------------------ -----------------------
</TABLE>

                      *Rates do not include transportation, nor a Per Diem for
                      food and lodging, nor out-of-pocket expenses for personnel
                      rendering such services. Minimum 4 hour call out.

                      LEVEL 1 CALL-IN SUPPORT*
<TABLE>
<CAPTION>
------------------------------ ----------------------- --------------------- ------------------------------ -----------------------
CALL IN                        STANDARD                WEEKNIGHTS            NIGHTS/WEEKENDS                SUNDAYS/HOLIDAYS
------------------------------ ----------------------- --------------------- ------------------------------ -----------------------
($/HOUR)                                               8AM-5PM               5PM-11PM                       11PM-8AM
<S>                            <C>                     <C>                   <C>                            <C>
------------------------------ ----------------------- --------------------- ------------------------------ -----------------------
Sr. Engineer/Spec.             $150                    $180                  $185                           $250
------------------------------ ----------------------- --------------------- ------------------------------ -----------------------
Project Manager                $190                    $225                  $250                           $315
------------------------------ ----------------------- --------------------- ------------------------------ -----------------------
</TABLE>

                      *Purchaser shall reimburse Supplier for support provided
                      that is deemed not consistent with the responsibilities of
                      the Supplier for support. This shall include, but not be
                      limited to, supporting Level 1 type issues such as
                      configuration, installation and commissioning as well as
                      supporting non-Supplier provided equipment.

                                                                          4
<PAGE>

1.4      PRICES FOR SPARES

<TABLE>
<CAPTION>

         ---------------------------------------------------------------------------------------------------------------------------
         PART NUMBER                       DESCRIPTION OF FIELD REPLACEABLE UNIT                                  SPARES PRICE (US$)
         ---------------------------------------------------------------------------------------------------------------------------
         <S>                               <C>                                                                    <C>
         M340220                           Clock, 13MHz                                                                      $1,302
         ---------------------------------------------------------------------------------------------------------------------------
         M340128                           E1, Trunk, 120 Ohm for BTS                                                        $5,387
         ---------------------------------------------------------------------------------------------------------------------------
         M340126                           E1, Trunk, 120 Ohm for BSC or MSC                                                 $5,387
         ---------------------------------------------------------------------------------------------------------------------------
         M340129                           E1, Trunk, 75 Ohm for BTS                                                         $5,387
         ---------------------------------------------------------------------------------------------------------------------------
         M340127                           E1, Trunk, 75 Ohm for BTS or MSC                                                  $5,387
         ---------------------------------------------------------------------------------------------------------------------------
         M640180                           E1, Abis with 2 Traus, 120 Ohm for BSC                                            $7,980
         ---------------------------------------------------------------------------------------------------------------------------
         M640181                           E1, Abis with 2 Traus, 75 Ohm for BSC                                             $7,980
         ---------------------------------------------------------------------------------------------------------------------------
         M640182                           E1, Abis with 4 Traus, 120 Ohm for BSC                                           $10,735
         ---------------------------------------------------------------------------------------------------------------------------
         M640183                           E1, Abis with 4 Traus, 75 Ohm for BSC                                            $10,735
         ---------------------------------------------------------------------------------------------------------------------------
         M640178                           E1, PSTN w/ DSP, 120 Ohm for MSC                                                  $7,980
         ---------------------------------------------------------------------------------------------------------------------------
         M640179                           E1, PSTN w/ DSP, 75 Ohm for MSC                                                   $7,980
         ---------------------------------------------------------------------------------------------------------------------------
         M340123                           IWP W/O Hard disk                                                                 $3,040
         ---------------------------------------------------------------------------------------------------------------------------
         tbd                               IWP 64 MB, 810 w/HD                                                               $3,772
         ---------------------------------------------------------------------------------------------------------------------------
         M640034                           Power supply 350W, Hi24, 115v AC                                                  $1,302
         ---------------------------------------------------------------------------------------------------------------------------
         M640035                           Power supply 350W, Hi24, 230v AC                                                  $1,302
         ---------------------------------------------------------------------------------------------------------------------------
         M640026                           Power supply 350W, Hi24, -48V DC                                                  $1,302
         ---------------------------------------------------------------------------------------------------------------------------
         M640027                           Power Supply 50A, 115V AC                                                         $1,577
         ---------------------------------------------------------------------------------------------------------------------------
         M640028                           Power Supply 50A, 230V AC                                                         $1,577
         ---------------------------------------------------------------------------------------------------------------------------
         M340103                           RFD, 900 MHz                                                                      $2,993
         ---------------------------------------------------------------------------------------------------------------------------
         M340088                           RFD, 1800 MHz                                                                     $2,993
         ---------------------------------------------------------------------------------------------------------------------------
         M340119                           RFD, 1900 MHz                                                                     $2,993
         ---------------------------------------------------------------------------------------------------------------------------
         M640116                           TRX 900 MHz                                                                       $7,481
         ---------------------------------------------------------------------------------------------------------------------------
         M640117                           TRX 1800 MHz                                                                      $7,481
         ---------------------------------------------------------------------------------------------------------------------------
         M640145                           TRX 1900 MHz                                                                      $7,481
         ---------------------------------------------------------------------------------------------------------------------------
         M640025                           Fan, 12V Power Supply                                                               $428
         ---------------------------------------------------------------------------------------------------------------------------
         M640021                           Cable kit, full set, indoor                                                         $428
         ---------------------------------------------------------------------------------------------------------------------------
         M640047                           BTS Chassis                                                                       $1,758
         ---------------------------------------------------------------------------------------------------------------------------
         M640048                           BSC Chassis                                                                      $1,758i
         ---------------------------------------------------------------------------------------------------------------------------
         M640173                           Front Panel Blanks (4 pack)                                                        70.00
         ---------------------------------------------------------------------------------------------------------------------------
         M640055                           Wall Mount Kit                                                                      $214
         ---------------------------------------------------------------------------------------------------------------------------
         M640050                           Rack Mount kit 90'                                                                  $219
         ---------------------------------------------------------------------------------------------------------------------------
         M640065                           Table Mount Kit                                                                      $95
         ---------------------------------------------------------------------------------------------------------------------------

</TABLE>

                                                                               5
<PAGE>


1.5      PRICES FOR POST GUARANTEE REPAIR SERVICE

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------------
Part Number                       Description of Field Replaceable Unit                                  Repair Price (US$)
----------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                                                                    <C>
M340220                           Clock, 13MHz                                                                         $600
----------------------------------------------------------------------------------------------------------------------------
M340014                           E-l, Long Haul, 2 Port                                                             $1,900
----------------------------------------------------------------------------------------------------------------------------
M340098                           E-1 with 2 TRAUS                                                                   $3,200
----------------------------------------------------------------------------------------------------------------------------
M340121                           IWP                                                                                $1,300
----------------------------------------------------------------------------------------------------------------------------
M640034                           Power supply 350W, Hi24, 115v AC                                                     $450
----------------------------------------------------------------------------------------------------------------------------
M640035                           Power supply 350W, Hi24, 230v AC                                                     $450
----------------------------------------------------------------------------------------------------------------------------
M640026                           Power supply 350W, Hi24, -48V DC                                                     $450
----------------------------------------------------------------------------------------------------------------------------
M640027                           Power Supply 50A, 115V AC                                                            $500
----------------------------------------------------------------------------------------------------------------------------
M640028                           Power Supply 50A, 230V AC                                                            $500
----------------------------------------------------------------------------------------------------------------------------
M340063                           RF Distribution 900 MHz                                                              $350
----------------------------------------------------------------------------------------------------------------------------
M340088                           RF Distribution 1800 MHz                                                             $350
----------------------------------------------------------------------------------------------------------------------------
M340119                           RF Distribution 1900 MHz                                                             $350
----------------------------------------------------------------------------------------------------------------------------
M640116                           TRX 900 MHz                                                                        $2,500
----------------------------------------------------------------------------------------------------------------------------
M640117                           TRX 1800 MHz                                                                       $2,500
----------------------------------------------------------------------------------------------------------------------------
M640145                           TRX 1900 MHz                                                                       $2,500
----------------------------------------------------------------------------------------------------------------------------
M640025                           Fan, 12V Power Supply                                                                 N/A
----------------------------------------------------------------------------------------------------------------------------
M640021                           Cable kit, full set, indoor                                                           N/A
----------------------------------------------------------------------------------------------------------------------------
M640048                           WAVEXpress Chassis                                                                    N/A
----------------------------------------------------------------------------------------------------------------------------

</TABLE>

1.6      PRICES FOR TRAINING

         Customer Training will be provided if available resources permit as it
         is expected that Purchaser will train its own personnel and personnel
         of its Customers.

<TABLE>
<CAPTION>

        ------------------------------------------------------------------------------------------------------------------
                                                                                                             PRICE
        SERIES             COURSE                                                                DAYS        (PER STUDENT)
        ------------------------------------------------------------------------------------------------------------------
        <S>                <C>                                                                   <C>         <C>
        T100               GSM OVERVIEW                                                            2         $1000USD
        ------------------------------------------------------------------------------------------------------------------
        T300               OMC SYSTEM ADMINISTRATION                                               3         $1500USD
        ------------------------------------------------------------------------------------------------------------------
        T400               OMC-RADIO NETWORK OPERATIONS                                            3         1500USD
        ------------------------------------------------------------------------------------------------------------------
        T500               BSS OPERATIONS & MAINTENANCE                                            3         $1500USD
        ------------------------------------------------------------------------------------------------------------------
        T600               BSS INSTALLATION & COMMISSIONING                                        1         $500USD
        ------------------------------------------------------------------------------------------------------------------
        T700               NIB OPERATIONS                                                          5         $2500USD
        ------------------------------------------------------------------------------------------------------------------
        T800               OMC NETWORK OPERATIONS                                                  5         $2500USD
        ------------------------------------------------------------------------------------------------------------------
        T900               WXC SWITCH OPERATIONS & MAINTENANCE                                     5         $2500USD
        ------------------------------------------------------------------------------------------------------------------
        T510               RELEASE 4 BSS DELTA                                                     2         $1000USD
        ------------------------------------------------------------------------------------------------------------------

</TABLE>

         See Supplier's Training Guide for further details.


                                                                               6

<PAGE>

         1.7      PRICES FOR DOCUMENTATION

         A. Training Material

                  Includes Instructor and Student Guide

         B. Documentation Cost

                  $52,500 Annual Fee. All documentation to be distributed on
                  electronic media.

         C. Feature Guide

                  BSS, NSS, and OSS feature guides for each software release

         D. "Nortelization" Cost

                  Where Nortelize means replace with interWAVE specific names,
         the Nortel version of those names, the supplier shall agree to
         "Nortelize", customer documentation as follows:

<TABLE>
<S>                                                                  <C>
                  Initial Customization Setup Fee (NRE type)         $US  30,000

                  For each "set" (defined as document version,
                  a,b,c,d etc.)                                      $US  15,000

</TABLE>

         Where the Supplier issues an unplanned increment to the documentation
         -- for example, to correct errors of documentation, or to document
         changed behavior of the system following patches -- the supplier shall
         provide the "Nortelized" documentation update for that revision at no
         incremental cost to Nortel Networks.

         Each "set" of documents shall consist of the following documents for
         each release:

         Installation and Commissioning guides:
                  WAVEXpress/BTS
                  WAVEXpress/BSC
                  WAVEXchange
         WAVEView/OMCR Setup & System Administration Guide
         WAVEView/OMCR Operations and Maintenance Guide
         Craft PC Guide
         InterWAVE Parameter Dictionary
         BSS Maintenance Guide
         WAVEView System Administrator's Guide
         BSS Network Implementation Guide
         InterWAVE Glossary of Terms

         The Purchaser shall provide a list or mapping of all of the items that
         the Purchaser would like converted from the Supplier's terms to the
         Purchaser's terms to "Nortelize" the documents.


                                                                              7
<PAGE>

         1.8      PRICES FOR GUARANTEE PERIOD EXTENSION

<TABLE>
<CAPTION>
         ---------------------- --------------------------------------- -------------------------------------------------------
                                               STANDARD                                  PERIOD OF EXTENSION
         ---------------------- --------------------------------------- -------------------------- ----------------------------
                                              FIRST YEAR                        ONE YEAR                    TWO YEARS
         ---------------------- --------------------------------------- -------------------------- ----------------------------
         <S>                    <C>                                     <C>                        <C>
         Equipment                  Return to Factory - No Charge            1.33% of Price                   N/A
         ---------------------- --------------------------------------- -------------------------- ----------------------------

         ---------------------- --------------------------------------- -------------------------- ----------------------------
</TABLE>

         1.9      PRODUCT DESCRIPTIONS

                  See Schedule 10

         1.9.1    Notwithstanding Clause 1 above, the prices for individual
                  Purchase Orders once issued shall remain firm and fixed for
                  their duration, unless otherwise provided for by operation of
                  any other term of the Agreement.

         2.0      PRICING OF ENHANCEMENTS

                  2.1      Where the Supplier enhances the Goods above and
                           beyond the requirements of the relevant
                           Specification, including the new features or
                           facilities, the Supplier shall state in writing the
                           effect such enhancement will have on the Goods and
                           what adjustment, if any, will be required to the
                           Agreement. The Supplier shall furnish such details in
                           a time scale agreed between the Parties.

                  2.2      Where the Supplier shows that an enhancement involves
                           a change in the price or lead times for the Goods,
                           the Supplier shall make best efforts as to the
                           reasonableness of the changes arising therefrom.

                  2.3      The Supplier shall demonstrate best faith efforts to
                           ensure that the price for enhancements does not
                           include any work that should be performed under any
                           other term of the Agreement or any Purchase Order.
                           This shall include, but not be restricted to,
                           enhancements in respect of operational support,
                           repair, build management and guarantee.

         3.0      FORECASTING MECHANISM FOR GOODS

                  3.1      DELIVERIES IN 1999. Prior to acceptance by the
                           supplier of any Orders issued by the purchaser, the
                           Parties shall review the Orders on a case by case
                           basis for 1999 to mutually agree upon the monthly
                           Delivery Dates. The monthly forecast(s) for 1999 for
                           Products provided to the supplier other than those
                           forecasts specified as Orders are for informational
                           purposes only. The purchaser further agrees to
                           provide the supplier with the shortfall between firm
                           Orders and monthly/quaterly/annual commitments to
                           purchase. In the second month of the quarter, the
                           Purchaser shall place orders to meet the commitment
                           for the quarter.


                                                                              8
<PAGE>

                  3.2      Deliveries in 2000. Prior to the first day of the
                           ninth month of 1999, the purchaser shall provide to
                           the supplier, a twelve (12) month forecast of the
                           quantities of Products required and the Delivers
                           Dates within each month for such Products commencing
                           in the first month of 2000 (the "Forecast"). This
                           first twelve (12) month Forecast shall include any
                           deliveries for Orders accepted by the purchaser in
                           1999, and by mutual agreement at the time of the
                           Order having a Delivery Date in 2000. Thereafter the
                           purchaser shall provide to the supplier, prior to the
                           first day of each month, an adjusted twelve (12)
                           month rolling Forecast setting forth the Delivery
                           Dates within each month and the unit quantities of
                           Products for such Delivery Dates that the purchaser
                           expects it will Order from the supplier commencing in
                           the first month of 2000.

                  3.3      With respect to Products forecasted for which the
                           purchaser has not issued Orders, the purchaser may
                           adjust the Forecast from one Forecast to the next
                           within the following limitations:

<TABLE>
<CAPTION>
                                    FORECAST MONTH         FORECAST ADJUSTMENT
                                    --------------         -------------------
                                    <S>                    <C>
                                    Month 1-2              zero
                                    Months 3-5             25%
                                    Months 6-12            no limitation
</TABLE>

                  3.4      The purchaser shall make Reasonable Efforts to ensure
                           that the adjustments to the Forecasts pursuant to
                           Article 3.3 shall be no more onerous than the
                           adjustments the purchaser must bear in the normal
                           course of the Purchaser's operations.

                  3.5      The purchaser shall ensure that there are sufficient
                           Orders placed with the supplier in advance of the
                           Delivery Date to provide for the delivery within the
                           Maximum Delivery Period of all of the Products which
                           the purchaser forecasted to be delivered during the
                           first month of each Forecast in accordance with
                           Article 3.3. Except as set forth above, the purchaser
                           shall not be obligated to issues Orders based on
                           Forecasts except as it supports minimum quarterly
                           contractual commitments. For the purposes of this
                           Article 3, the purchaser shall in the normal course
                           place Orders through a central purchaser order point.

                  3.6      The supplier shall accept any Order issued by the
                           purchaser for Products for delivery within the
                           Maximum Delivery Period to the extent such Products
                           were within the most recent Forecast. If the
                           purchaser orders Products in excess of the number of
                           units contained in the Forecast, the supplier and
                           purchaser shall mutually agree on the Delivery Dates
                           of such Orders, but the supplier shall use Reasonable
                           Efforts to ensure that the Delivery Date for Products
                           not Forecasted does not exceed sixty (60) consecutive
                           days. All deliveries of Orders shall be FOB the
                           Shipping Location.

                  3.7      The Purchaser, wherever possible will provide monthly
                           a rolling 12 month forecast, broken down by country,
                           of their requirements as precise as possible of the
                           Goods to the Supplier within forty-five days of
                           execution of this amendment. The Purchaser shall use
                           best efforts to forecast at least the amounts set
                           forth in the Purchase Baseline in Schedule 9. The
                           Supplier will give the Purchaser an overview of their
                           position with respect to supporting compliance into
                           the country's market.


                                                                              9
<PAGE>

SCHEDULE 9

4.0      PURCHASING BASELINE AND EXCLUSIVITIES

         4.1      The Purchaser's Purchase Baseline is defined as follows:

<TABLE>
<CAPTION>
                  -----------------------------------------------------------------------------------------------------
                   USSM                                    1999                             2000
                   <S>                       <C>      <C>     <C>     <C>       <C>      <C>      <C>      <C>
                   Calendar Quarter           Q1       Q2      Q3       Q4      Q1       Q2       Q3       Q4
                   Quarterly Revenue         1.3      2.5     2.7      3.5       5        7        8       10
                   Annual Revenue                                       10                                 31
                   Cumulative Revenue                                   10                                 41
                  -----------------------------------------------------------------------------------------------------
</TABLE>

         4.2      The Purchase Baseline can be adjusted, by good faith
                  negotiations, if any material microcellular product milestones
                  as defined in the Development Plan are not met within 90 days
                  of the target date stated in Schedule 10. It is further agreed
                  that if the Supplier is unable to deliver "support for EFR
                  Ready Hardware in Release 4.5" the purchase baseline for 1999
                  can be reduced by $1 million in each of quarters 3 and 4.
                  Also, if the agreed upon subset of MAP E is not delivered in
                  Release 5 NSS, then the purchase baseline for 2000 can be
                  reduced by $1.25 million per quarter. Furthermore, if the
                  Supplier is unable to meet GPRS, ISUP, and Freq. Hopping for
                  Release 6 the purchase baseline may be reduced by $5.0 million
                  in the second half of the year 2000. These reductions shall
                  not change the conditions in clause 4.3 below.
                  4.2.1    Both companies agree that they will work toward
                           defining and developing solutions to features (such
                           as tromboning ) that are required to meet market
                           opportunities.

         4.3      If the purchases by the Purchaser, during any quarter of 1999
                  or 2000 are less than those indicated in the Purchase Baseline
                  above, the Purchaser shall pay the Supplier, at the end of
                  such quarter, a sum equal to 38.1% of the Price of the
                  shortfall of Goods not purchased by the Purchaser ("Shortfall
                  Payment")

                  4.3.1    To the extent that the Purchaser makes up the
                           shortfall with excess in the following quarter (over
                           the purchase baseline for such following quarter),
                           the Supplier will credit the Purchaser for the
                           shortfall payment.

                  4.3.2    The Purchaser shall not be obligated to pay for any
                           shortfalls due to the Supplier's failure to deliver
                           Goods which meet mutually agreed acceptance criteria.

         4.4      Reflecting the fact that the Purchaser will supply
                  substantial, valuable and proprietary technology, technical
                  information and know-how to the Supplier pursuant to the
                  Technical Information Agreement being entered into between the
                  parties, the Supplier shall be restricted from entering into
                  an OEM or distributor agreement with Nokia or Ericsson until
                  December 31, 1999 ("Limited Exclusivity"). After such time,
                  the Purchaser's Limited Exclusivity shall be terminated only
                  if the annual purchase of Goods by the Purchaser is less than
                  eighty (80%) percent of $50 million, $70 million and $95
                  million at the end of any of the calendar years 2000, 2001, or
                  2002, respectively. The purchases by the Purchaser in excess
                  of $10 million in the year 1999 can be counted towards
                  fulfilling the requirement to purchase 80% of $50 million in
                  the year 2000 to retain the Limited Exclusivity. Any overage
                  in subsequent years will be applied on the same basis. Nothing
                  in this Agreement shall be construed to prevent the Supplier
                  from developing other products, whether or not competing with
                  the Goods, for supply to Nokia or Ericsson or any other
                  purchaser, provided that the Supplier complies with all
                  provisions of this Agreement, the Technical Information
                  Agreement and the Patent License Agreement.

                                                                             10
<PAGE>

                  4.4.1    If. however, the Purchaser's failure to meet an
                           eighty (80%) percent annual target is attributable
                           solely to the Supplier's delay in meeting a material
                           microcellular product milestone, or the Supplier's
                           delay in delivering goods which meet mutually agreed
                           acceptance criteria, the annual period for
                           determining achievement of the annual target shall be
                           extended for the length of such delay.

         4.5      Product markets

                  4.5.1    The Supplier warrants that it has obtained the
                           necessary approvals, including but not limited to GSM
                           11.21 certification, CE Mark, and interconnect. These
                           approvals allow the goods to be sold into many
                           countries. For the countries where the incremental
                           requirements are limited to "paper filings" and not
                           substantive testing and development, the Supplier
                           agrees to support entry into those countries.

                  4.5.2    The Supplier and Purchaser further agree that it will
                           put in place a mechanism by which the two parties can
                           address the requirements needed for the countries
                           where the Supplier currently does not meet all of the
                           requirements to enter the countries.

                  4.5.3    The Supplier and Purchaser agree to use the framework
                           below to identify and classify the countries.

                           4.5.3a   the products may be sold today without
                                    additional regulatory modifications;

                           4.5.3b   the product is being actively marketed, but
                                    where incremental regulatory activities may
                                    be required to sell;

                           4.5.3c   the Purchaser intends to market ultimately,
                                    and where incremental regulatory activities
                                    may be required to sell;

                           4.5.3d   The Purchaser does not plan to market the
                                    products or where the Seller or Purchaser is
                                    legally prohibited from selling the product.


The current view of the markets being addressed is summarized in the table
below:

<TABLE>
<CAPTION>

SECTION 4.5.3aCOUNTRIES             SECTION 4.5.3b COUNTRIES            SECTION 4.5.3c COUNTRIES          SECTION 4.5.3d COUNTRIES
-----------------------             ------------------------            ------------------------          ------------------------
<S>                                 <C>                                 <C>                               <C>
                                    Europe: All countries except        Asia: All countries not           Cuba
Europe: France, United              Serbia                              specifically named
Kingdom, Luxembourg,
Netherlands, Ireland, Austria
Asia: Taiwan, Hong Kong,            Asia: China, India, Philippines,    Caribbean and Latin America:      Iraq
Thailand                            Hong Kong, Taiwan                   All countries not specifically
                                                                        named

Australia                                                                                                 Iran
                                    Americas: Canada, USA, Brazil,                                        Japan
                                    Mexico, French Guiana

Central African Republic, South    Middle East and Africa: All                                            Libya
Africa. Congo, Somalia             countries, unless specifically
                                   excluded
                                                                                                          North Korea


                                                                              11
<PAGE>

                                                                                                          Serbia
                                                                                                          South Korea
                                                                                                          Sudan
                                                                                                          Syria
</TABLE>

         4.5.4    It is understood that the list of countries will change over
                  time. It is agreed that a more precise view of near term
                  requirements for new market entry will be provided as part of
                  the forecast procedure defined in Schedule 2 and regulatory
                  compliance procedures defined in Schedule 1 of this agreement.


                                                                              12
<PAGE>

SCHEDULE 10

5.0      PRODUCT DESCRIPTIONS

EQUIPMENT

<TABLE>
<CAPTION>
<S>                                    <C>
1.   WAVEXpress BTS

     SPECIFICATIONS

     Cellular Standards Supported      ETSI GSM Phase 2
     Features Supported                Base transceiver station (BTS); GSM RF management, data and
                                       fax, short message service, antenna receive diversity, encryption,
                                       optional power supply redundancy
     Transmit RF Frequency             GSM 935- 960 MHz
                                       DCS 1805 - 1880 MHz
     Receive RF Frequency              GSM 890- 915 MHz
                                       DCS1710 - 1785 MHz
     Antenna Power                     Up to 2.0 watts at antenna port (may be extremely amplified
                                       for greater transmit power)
     Cell Size (Range)                 Up to 3 kilometers maximum radius depending on topography
                                       and environment
     Number of TRXs per BTS            1 - 3
     Channels per BTS                  7- 22 simultaneous
     Mobile Stations Supported         GSM/DCS-compliant mobile station (Phase 1, 2 or 2+)
     GSM/PCS Interfaces Supported      Abis and Radio (Phase 2)
     Processors                        Distributed Motorola 68040 and 68360
     Mobile Interfaces Supported       GSM full-rate RF interface, 2400 bps -- 9600 bps transparent
                                       data/FAX
     Trunk Network Interfaces          G.703-compliant. E1, T1 planned
     Power Requirements                Power consumption: 150 watts, 110/220 volts 50-60 Hz ac,
                                       -48 volts dc planned
     Dimensions (h x w x d)            55 x 23 x 41 centimeters (21.5 x 9 x 16 inches)
     Weight                            20 kg (44 lbs.)
     Operating Environment             Temperature: -10DEG. to 45DEG.C
                                       Humidity:    10% to 90% noncondensing,
                                                    10% to 95% noncondensing (outdoor)

2.   WAVEXpress BSC

     SPECIFICATIONS

     Cellular 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, optional local transcoding (TRAU)
     BTS RF Protocols Supported        GSM 900
                                       DCS 1800
     Number of E1/T1 Ports per BSC     2 - 14
     Number of BTSs per BSC            1 - 20


                                                                              13
<PAGE>

     Number of TRXs per BSC            1 - 20, 1 - 30
     BTSs Supported                    interWAVE WAVEXpress/BTS others supporting GSM Abis
                                       interface (requires verification testing with interWAVE)
     Mobile Stations Supported         GSM/DCS-compliant mobile station (Phase 1, 2 or 2+)
     GSM/PCS Interfaces Supported      A and Abis
     Processors                        Distributed Motorola 68040 and 68360
     Mobile Interfaces Supported       GSM full-rate RF interface, 2400 bps- 9600 bps transparent
                                       data/FAX
     Trunk Network Interfaces          G.703-compliant. El, T1 planned
     Power Requirements                Power consumption: 150 watts, 110/220 volts 50-.60 Hz ac,
                                       -48 volts dc planned
     Dimensions (h x w x d)            55 x 23 x 41 centimeters (21.5 x 9 x 16 inches)
     Weight                            20 kg (44 lbs.)
     Operating Environment             Temperature: -10DEG. to 45DEG.C
                                       Humidity:.   10% to 90% noncondensing,
                                                    10% to 95% noncondensing (outdoor)

3.   TURBOWAVE BTS

     SPECIFICATIONS

     Cellular Standards Supported      ETSI GSM Phase 2
     Features Supported                Base transceiver station (BTS); GSM RF management, data and
                                       fax, short message service, encryption,
                                       optional power supply redundancy
     Transmit RF Frequency             GSM 935 - 960 MHz
                                       DCS 1805- 1880 MHz
     Receive RF Frequency              GSM 890- 915 MHz
                                       DCS 1710 - 1785 MHz
     Antenna Power                     Up to 4.0 watts at antenna port with 2 TRXs and 1 antenna
                                       Up to 8.0 watts at antenna port with 2 TRXs and 2 antenna
                                       Up to 16.0 watts at antenna port with 1 TRX and 1 antenna
     Cell Size (Range)                 Up to 15 kilometers maximum radius depending on topography
                                       and environment
     Number of TRXs per BTS            1 - 2
     Channels per BTS                  7- 14 simultaneous
     Mobile Stations Supported         GSM/DC-compliant mobile station (Phase 1, 2 or 2+)
     GSM/PCS Interfaces Supported      Abis and Radio (Phase 2)
     Processors                        Distributed Motorola 68040 and 68360
     Mobile Interfaces Supported       GSM full-rate RF interface, 2400 bps- 9600 bps transparent
                                       data/FAX
     Trunk Network Interfaces          G.703-compliant E1, T1 planned
     Power Requirements                Power consumption: 250 watts, 110/220 volts 50-60 Hz ac,
                                       -.48 volts dc planned
     Dimensions (h x w x d)            55 x 23 x 41 centimeters
                                       (21.5 x 9 x 16 inches)
     Weight                            20 kg (44 lbs.)
     Operating Environment             Temperature: -10 to 45DEG.C
                                       Humidity:.   10% to 90% noncondensing,
                                                    10% to 95% noncondensing (outdoor)


                                                                              14
<PAGE>

4.   WAVEXCHANGE
     SPECIFICATIONS
     Applications                      GSM mobile networks, wireless local loop, or wireless PBX
                                       adjunct
     Base Functionality                Speech Services: GSM900/DCS1800/PCS1900 (future)
                                       Inter/lntra BSC handover,
                                       Integral VLR/HLR per GSM 3.08 and GSM 9.02 MAP
                                       Call management (GSM 4.08)
                                       Mobility management (GSM 4.08)
                                         -  Ciphering, identification, location update, identification,
                                            IMSI attach/detach, TMS1 reallocation,
                                       BSSMAP per GSM 8.08, both connection/connectionless
                                       Unified OMC, integrating OMC-S/OMC-R applications
                                       Call data records per GSM 12.05, ASCII formatted
                                       Performance per GSM 12.04, with proprietary extensions
                                       Alarm/event management, with proprietary extensions
     Base Platform                     9-slot VME backplane with TDM bus (16 lines x 8Mbps)
                                       IWP Module (68040 CPUI68360 Comm. Proc.)
                                         -  OMC connectivity via Ethernet DB15 connector
                                         -  Craft Interface (RS-232c 9-pin); external alarms (RJ45)
                                         -  Hard disk drive and flash memory
                                       Dual port El/T1 module (68360 Comm. Proc.) planned
                                         -  Support for 14 E1 ports per chassis
                                         -  Integral 64kbps time/space switch"
                                         -  Available with BNC 75 omega or DB15 120 omega connectors
                                         -  Echo cancellation/tones available
                                         -  1->N trunk redundancy (future)
                                       Redundant power supply (optional)
     Services                          Emergency calls
                                       Call Barring (Operator Determined - ODB), GSM 2.88
                                       Call Forwarding Unconditional (CFU - OD), GSM 2.82
                                       Intra WAVEXchange FAX/data services, GSM 2.02/2.03
     Performance                       Call processing capabilities: 100 Erlangs providing -8000 BHCA
                                       Performance goals: per GSM 3.05
     Environmental                     Temperature:  0DEG.C to 45DEG.C
                                       Humidity      0% to 95%, noncondensing

5.   Combo

     SPECIFICATIONS
     Applications                      GSM mobile networks, wireless local loop, or wireless PBX
                                       adjunct
     Base Functionality                Speech Services: GSM900/DCS1800/PCS1900 (future)
                                       Integral VLR/HLR per GSM 3.08 and GSM 9.02 MAP
                                       Call management (GSM 4.08)
                                       Mobility management (GSM 4.08)
                                         -  Ciphering, identification, location update, identification, IMSI
                                            attach/detach, TMSI reallocation,
</TABLE>


                                                                              15
<PAGE>

<TABLE>
<S>                                         <C>
                                                     BSSMAP per GSM 8.08, both connection/connectionless
                                                     Call data records per GSM 12.05, ASCII formatted
                                                     Performance per GSM 12.04, with proprietary extensions
                                                     Alarm/event management, with proprietary extensions
         Features Supported                          GSM RF management, data and fax, short message service,
                                                     encryption,
         Transmit RF Frequency                       GSM 935- 960 MHz
                                                     DCS 1805 - 1880 MHz
         Receive RF Frequency                        GSM 890- 915 MHz
                                                     DCS 1710- 1785 MHz

         Antenna Power                               Up to 16.0 watts at antenna port with 1 TRX and 1 antenna
         Cell Size (Range)                           Up to 15 kilometers maximum radius depending on topography
                                                     and environment
         Number of BTS per Combo                     1 - 3 planned
         Number of TRXs per Combo                    1 - 2, 1 - 10 planned (3TRX per BTS and 1TRX in Combo)
         Channels per Combo                          7 - 14 simultaneous
         Mobile Stations Supported                   GSM/DCS- compliant mobile station (Phase 1, 2 or 2+)
         Base Platform                               9-slot VME backplane with TDM bus (16 lines x 8Mbps)
                                                     IWP Module (68040 CPU/68360 Comm. Proc.)
                                                       - OMC connectivity via Ethernet DB15 connector
                                                       - Craft Interface (RS-232c 9-pin); external alarms (RJ45)
                                                       - Hard disk drive and flash memory
                                                     Dual port E1/T1 module (68360 Comm. Proc.) planned
                                                       - Support for 14 E1 ports per chassis
                                                       - Integral 64kbps time/space switch
                                                       - Available with BNC 75omega or DB15 120omega connectors
                                                       - Echo cancellation/tones available
                                                       - 1->N trunk redundancy (future)
                                                     Redundant power supply (optional)
         Services                                    Emergency calls
                                                     Call Barring (Operator Determined - ODB), GSM 2.88
                                                     Call Forwarding Unconditional (CFU - OD), GSM 2.82
         GSM/PCS Interfaces Supported                Abis and Radio (Phase 2)
         Processors                                  Distributed Motorola 68040 and 68360
         Mobile Interfaces Supported                 GSM full-rate RF interface, 2400 bps - 9600 bps transparent
                                                     data/FAX
         Trunk Network Interfaces                    G.703-compliant. E1, T1 planned
         Power Requirements                          Power consumption: 250 watts, 110/220 volts 50-60 Hz ac,
                                                     -48 volts dc planned
         Dimensions (h x w x d)                      55 x 23 x 41 centimeters (21.5 x 9 x 16 inches)
         Weight                                      20 kg (44 lbs.)
         Operating Environment                       Temperature: -10DEG. to 45DEG.C
                                                     Humidity      10% to 90% noncondensing,
                                                                   10% to 95% noncondensing (outdoor)

6.       WAVEView OMC

         APPLICATIONS
         Configuration Management

                                            -  Region-wide configuration database
                                            -  Modification of network elements and network parameters
                                            -  Remote download of software to network elements


                                                                       16

<PAGE>



                                            -  Audit functions that upload current configuration of network elements
                                            -  Region map that displays the network elements and connectivity
                                            -  Addition and deletion of network elements (MSC, BSC, and BTS)
                                            -  Full support of cell and frequency configuration management
                                            -  Region map displays current network element states
         Fault Management                   -  Real-time monitoring of the network for faults and problems
                                            -  Visual indication of problem areas using detailed views
                                            -  Polling of the wireless access network to determine the status of
                                               the operations and maintenance communication links
                                            -  Maintenance of daily event logs
                                            -  Tracking of active alarm conditions
                                            -  Audible alarms based on severity
                                            -  Clearing and acknowledgment of alarms
                                            -  Alarm seventy can be altered
Performance Management                      -  Collects network performance statistics
                                            -  Building of a knowledge base of network resource usage for
                                               strategic business and network planning decisions
                                            -  Use of performance data for troubleshooting and monitoring
                                               network performance
Data Import and Export                      -  Integrates with existing network management support tools
                                            -  Import cell configuration data from existing cell planning tools
                                            -  Export of network performance data and statistics to cell planning tools
                                            -  Periodic collection BSC/BTS statistics into ASCII files for export to
                                               external tools
                                            -  Export of historical event and alarm logs
Access Security Management                  -  Definition of user access privileges settable by the administrator
                                            -  Definition of different classes of WAVEView users, privileges, and passwords
                                            -  Two levels of security control beyond normal UNIX login security
                                               * Password authorized use of WAVEView
                                               * User restrictions based on domains and object class access control
</TABLE>

                                                                             17

<PAGE>

DEVELOPMENT PLAN


RELEASE 4.5
SCHEDULE
interWAVE's Gate 5 date:             August 31, 1999
interWAVE's GA date:                 October 3l, 1999
Beta software to Nortel:             August 15, 1999
Nortel's VO start date:              September 13, 1999
Nortel's Ramp Start date:            October 15, 1999

RELEASE 4.5 NSS
R2 Country specific variants
MAP/D, per interWAVE Functional Specifications Roaming - 98-WX-2010,
     MAP 98-WX-2000 and SS7 Enhancements for Roaming -
Intelligent Call Management, per interWAVE Functional
     Specification 840165FS-00 Dated 3/16/99.
E164+Handling, per interWAVE Functional Specifications El64
     99-WX-xxx dated 4/9/99 and + Key Handling for GSM Handset
     International Access Prefix dated 3/31/99
RELEASE 4.5 BSS
Enhanced Full Rate Vocoder (EFR)-ready hardware
RELEASE 4.5 OSS
Support for R4.5 NSS & BSS Features.


RELEASE 5
SCHEDULE
interWAVE's Gate 5 date:            November 30, 1999
interWAVE's GA date:                March 17, 2000
Beta software to Nortel:            November 15, 2000
Nortel's VO start date:             January 17, 2000
Nortel's Ramp Start date:           February 28, 2000

RELEASE 5 NSS
R2 and ISDN country specifics
AoC, AoCC, AoCI (CAI) for Prepaid
MAP E, Inter MSC HO*
Full implementation of EFR
American NSS and North American Combo with defined feature set


NSS Capacity Enhancement - 100E NSS
PBX connectivity, ISDN master
Purge VLR
Compliant GSM 12.04 CDR
E1/T1 hot swap
RELEASE 5 BSS
Full implementation of EFR
Static Uplink/downlink volume control
North American BSS, including ANSI BSC and 1900
      MHz BTS with T1
E1/ T1 hot swap
RELEASE 5 OSS
OMC Off-site alarming (pager dial-up modem),
     OMC audible alarm
Call Trace Debugging
Historical Alarm Browser
Improved Manageability of the Turbo
On Line Help
Dual NSS- BSS Actions
Support for R5 NSS & BSS Features

RELEASE 6
SCHEDULE
interWAVE's Gate 5 date:            June 30, 2000
interWAVE's GA date:                September 17, 2000
Beta software to Nortel:            June 16, 2000
Nortel's VO start date:             July 17, 2000
Nortel's Ramp Start date:           August 28, 2000

RELEASE 6 NSS, BSS AND OSS
R2 and ISDN country specifics implementations
ETSI/ANSI ISUP, SSP
Support for Nortel GPRS system (SGSN/GGSN)
IWP Redundancy
Frequency Hopping
High Power Receiver Diversity
Forced Handover
MSC+BSC Combo
SoLSA (subset only for user restriction)
AuC, SMS and EIR support for standalone Networks
Release Link Trunk
Call Intercept


*  - Specific requirements for MAP E shall be confirmed by both parties to
   determine the actual parts of the specs to be included in the release.