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                                                                   EXHIBIT 10.16


                            DISTRIBUTION AGREEMENT


THIS AGREEMENT is entered into on this 10/th/ day of February, 2000.

between:

(1) METAWAVE COMMUNICATIONS (CAYMAN ISLANDS), a Cayman Islands company having
    its registered office at P.O. Box 1111, George Town, Grand Cayman, Cayman
    Islands ("Company"), which is a subsidiary of Metawave Communications
    Corporation, a corporation incorporated in the state of Delaware, the United
    States of America; with offices located at 19735 Willows Road NE, Redmond,
    Washington, USA, 98073.

and

(2) SEENODE CO., LTD., a Korean company with its principal office at 6TH Fl.
    Yonsu District Office 923-5, Dongchun-dong, Yonsu-gu, Inchon, 406-130, Korea
    ("Distributor").

RECITALS

(A) Company manufactures and markets Spotlight(R) 2000 systems and desires to
    promote and distribute its products in the Territory, as defined below in
    Article 1.1; and

(B) Distributor has represented that it possesses the necessary expertise and
    marketing organization to promote and sell such products in the Territory;
    and

(C) Company and Distributor have agreed that Distributor shall be appointed as
    Company's exclusive distributor of its products in the Territory.


NOW THEREFORE, the parties in good faith agree to the following:


1.  DEFINITIONS

    For purposes of this Agreement, the following words, terms and phrases,
    where written with an initial capital letter, shall have the meanings
    assigned to them unless the context otherwise requires:

     1.1  "End User"--a third party who purchases a Product for its own internal
          business

[***]  CERTAIN INFORMATION ON THIS PAGE(S) HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
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          practices and not for distribution or resale.

     1.2  "Products" - Spotlight 2000 CDMA-only systems, spares, documentation,
          updates and upgrades.

     1.3  "Territory" - South Korea, and End User accounts registered under
          section 2.7 of this Agreement.

     1.4  "Distributor List Prices" - the prices being quoted by Company for
          sales of Products to its international distributors.

     1.5  "Quota" - the minimum quantities of Products which Distributor shall
          be expected to purchase from Company in accordance with the terms and
          conditions of Article 7 of this Agreement.

2.  APPOINTMENT

     2.1  Scope.  Company hereby appoints Distributor, and Distributor hereby
          -----
accepts appointment, as Company's exclusive distributor of the Products to End
Users in the Territory during the term of this Agreement, under Company's name,
trade name, logotypes and trademarks, subject to all the terms and conditions of
this Agreement.

     2.2  No Agency.  The appointment hereunder by Company of Distributor as
          ---------
          distributor of the Products in the Territory shall in no way
          constitute, or be deemed to constitute, Distributor as the agent of
          Company and Distributor shall have no authority to bind Company to any
          contract or other undertaking or obligation, or to act, or to hold
          itself out as entitled to act, for or on behalf of Company in any
          other capacity than as distributor of the Products in the Territory.

     2.3  Sub-distributors or sub-agents.  Distributor shall not, without the
          ------------------------------
          prior written approval of Company, appoint any sub-distributors or
          sub-agents to promote or distribute the Products in the Territory.
          Further, notwithstanding any such appointment, or Company's approval
          thereof, Distributor shall at all times remain fully liable for the
          performance of its sub-distributors or sub-agents, and Distributor
          hereby agrees to indemnify and hold harmless Company from all damages,
          losses, costs or expenses arising in any manner from any act or
          omission on the part of its sub-distributors or sub-agents.

     2.4  Distributor Not to Deal with Competitive Products.  Distributor shall
          -------------------------------------------------
          not manufacture, sell or deal in an any manner with, directly or
          indirectly, any products

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          similar to the Products or in any manner competitive with the Products
          without the prior written consent of the Company.

     2.5  Territory.  Distributor shall not sell nor attempt to sell the
          ---------
          Products to customers outside the Territory or to customers within the
          Territory who the Distributor knows intends to, or will likely, sell
          the Products outside the Territory. Company reserves the right to
          change the Territory by giving notice to the Distributor.

     2.6  Referral of Inquiries.  Distributor shall direct any inquiries
          ---------------------
          originating from customers outside of the Territory, or within the
          Territory, in respect of sales of the Products proposed to be made
          outside of the Territory, to Company.

     2.7  Identification of End User Accounts.  Distributor shall provide
          -----------------------------------
          Company in writing with the name, address and Territory of each
          potential End User account at the time it identifies the account.
          Company will then evaluate the End User account and recommend to
          Distributor in writing whether or not it should work with that End
          User account. Distributor will then keep the Company regularly
          informed of its progress on each End User account. If Distributor has
          not made substantial progress, Company may request that Distributor
          cease working with that End User and may make other arrangements for
          selling to such End User.

3.   TERM

     3.1  Term.  This Agreement shall take effect with respect to the Territory
          ----
          as of the date first written and shall continue in force for a period
          of one (1) year. Thereafter, this Agreement may be renewed in writing
          by mutual agreement of the parties three (3) months prior to end of
          the term.

4.   GENERAL OBLIGATIONS OF DISTRIBUTOR

     4.1  Marketing.  Distributor shall have the following obligations with
          ---------
          respect to the marketing and distribution of Company's Products:

          (a)  To use its best efforts to further the promotion, marketing, sale
               and other distribution of Products in the Territory;

          (b)  To maintain an adequate and balanced inventory of Products;

          (c)  To promptly respond to all inquiries from customers, including
               complaints, process all orders, and effect all shipments of the
               Products located in the Territory directly sold by Distributor;

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          (d)  To diligently investigate all leads with respect to potential
               customers referred to it by Company;

          (e)  To permit Company to visit Distributor's place of business and
               inspect its inventories;

          (f)  To employ and maintain throughout the Territory an adequate sales
               force dedicated on a full-time basis to the sale of the Products;

          (g)  To employ throughout the Territory qualified technicians who must
               be certified by Company;

          (h)  To participate actively in sales or merchandising programs
               prepared by Company; to participate in all fairs and exhibitions
               in the Territory where such participation will, in the judgment
               of Company, promote the Products; and to develop and implement
               sales programs for the promotion of the Products;

          (i)  To provide Company with monthly sales reports, financial and
               customer information, and direct access to customers for
               marketing and product feedback purposes. Company shall have the
               right to audit the sales records of Distributor;

          (j)  To provide after-sales service and support of any nature and
               character, to a standard set by Company, of any and all Products
               sold to customers; (Procedures To Be Decided).

          (k)  To generally to do all such other acts and things as the Company
               may reasonably require which are in any way necessary or
               incidental to sales of the Products in the Territory.

     4.2  Advertising.  Distributor shall diligently undertake to advertise,
          -----------
          promote, and generally publicize the Products in the Territory.

     4.3  Marketing Materials.  Company shall furnish Distributor, free of
          -------------------
          charge, with an agreed minimum quantity of Company's marketing and
          product literature, including brochures, pamphlets and other
          information, in the English language, for use by Distributor in
          preparing its own advertising materials. If Distributor requires
          additional copies, they shall be paid for by Distributor and any
          needed translations shall be completed by Distributor at its own
          expense. All advertising,

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          marketing materials and product literature must first be approved by
          Company.

     4.4  Expenses.  Distributor and Company each assume full responsibility
          --------
          for all costs and expenses which each respectively incurs in carrying
          out its obligations under this Agreement, including but not limited to
          salaries, commissions, advertising, demonstration, travel and
          accommodation expenses without the right to reimbursement for any
          portion thereof from the other party.

5.   COMPANY'S GENERAL OBLIGATIONS

     5.1  Company shall have the following obligations with respect to the
          marketing and distribution of Company's Products:

          (a)  Unless excused by circumstances beyond Company's control in
               accordance with Article 16 hereof, deliver to Distributor those
               Products for which Distributor places orders, and which Company
               has accepted, by shipment to such locations within the Territory,
               or to any person for direct use if delivery thereof will be made
               to a location within the Territory;

          (b)  Provide support and assistance to Distributor in the advertising,
               promotion, sales and distribution of the Products within the
               Territory;

          (c)  Develop and offer training and technical assistance to
               Distributor and its personnel in the sale and distribution of the
               Products at the prices set forth in the pricing document provided
               separately, including, at the option of Distributor, engineering
               services such as sales proposals, site walks, and site
               configurations at the prices set forth in Schedule B, all of
               which expenses shall be borne by Distributor;

          (d)  Provide technical support for Distributor's first field trial
               with an End User as determined by Company;

          (e)  Exercise its best efforts to maintain an international
               advertising program to develop a name identification and quality
               image for Company's Products, and supply Distributor with the
               sales material and data relating to its Products, when and as
               requested by Distributor, in reasonable quantities.

6.   ORDERS FOR PRODUCTS AND SHIPMENT

     6.1  Purchase Orders.  Distributor shall submit purchase orders for the
          ----------------
          Products to Company's Cayman Islands affiliate company, who shall in
          turn submit purchase

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          orders to Company, all in writing by facsimile, mail, by telex,
          telegram or cable which shall set forth, at a minimum:

          (a)  An identification of the Products ordered, including serial
               numbers, if applicable;

          (b)  Quantity;

          (c)  Requested delivery dates; and

          (d)  Shipping instructions and shipping address.

          Distributor shall ensure that its purchase orders are received by
          Company at least [***] days prior to the delivery dates requested
          in the order.

     6.2  Provisional Confirmation of Orders.  Each purchase order shall be
          ----------------------------------
          deemed to be an offer by Distributor to purchase the Products pursuant
          to the terms of this Agreement. Upon receipt of such purchase order,
          Company shall have [***] business days with which to provisionally
          confirm or reject the purchase order in writing by facsimile, or other
          suitable transmission.

     6.3  Final Confirmation.  After receipt of an acceptable and proper letter
          ------------------
          of credit for the payment of the purchase order as detailed in Article
          8 below, the Company shall provide in writing its final acceptance or
          rejection of the purchase order. Acceptance of the purchase order
          shall give rise to a contract under the terms set forth herein to the
          exclusion of any additional or contrary terms set forth in the
          purchase order. Company shall not unreasonably withhold its acceptance
          of the purchase order.

          Delivery Terms.  Unless otherwise agreed to by written agreement
          --------------
          between the parties, all deliveries of the Products shall be F.O.B.
          Company (either Redmond, Washington or Taipei, Taiwan.).

     6.4  Modification of Orders.  No received purchase order shall be modified
          ----------------------
          or cancelled except upon written agreement of both parties, which
          shall not be unreasonably withheld. Distributor's purchase orders or
          mutually agreed change orders shall be subject to provisions of this
          Agreement, whether or not the purchase order or change order so
          states.

     6.5  Discharge of Company's Obligation.  Company's obligation to ship the
          ---------------------------------
          Products shall be fully and completely discharged, and ownership,
          legal title, and all risk of loss or damage shall immediately pass to
          Distributor at the time that the Products

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          are delivered F.O.B. Company.

7.   MINIMUM PURCHASE REQUIREMENT

     7.1  Quotas.  Distributor shall purchase and take delivery of a
          -------
          predetermined Quota of Products during each quarterly period during
          the term of this Agreement, which Quotas shall be established by
          mutual agreement of the parties. Such Quotas shall be in number of
          systems for Spotlight 2000 CDMA systems. The Quota for timeframes
          shown shall be as indicated.


          [***]


          Distributor understands and agrees that the establishment and
          achievement of the Quota is the essence of this Agreement, and that
          failure by Distributor to satisfy its obligation under this Article 7
          shall constitute a failure of consideration on the basis of which
          Company shall be entitled to terminate this Agreement pursuant to
          Article 15 hereof.

     7.2  Forecasts.  Distributor shall provide to Company 12-month rolling
          ---------
          forecasts for each month of the term of this Agreement.

     7.3  Loss of Profits or Sales.  Neither party shall be liable to the other
          ------------------------
          for any losses in profits or sales of the Products in the Territory.

8.   PRICES AND PAYMENTS

     8.1  Prices.  The prices to be paid by Distributor for Products purchased
          ------
          pursuant to this Agreement and discount levels are set forth in a
          separate document, which shall be provided within two weeks of the
          execution of the Agreement.

     8.2  Price Increase, Decreases.  Company may, at any time during the term
          -------------------------
          of this Agreement, increase its prices for the Products by providing
          Distributor with at least [***] days prior written notice. Increased
          prices for the Products shall not apply to purchase orders accepted
          prior to the effective date of the price increase unless such orders
          provide for delivery more than [***] days after the date of acceptance
          of the order. Price decreases with respect to all Products shall be
          effective immediately upon written notice to the Distributor on all
          such Products not yet delivered.

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     8.3  Payment Terms.  Payments by Distributor shall be made by irrevocable
          -------------
          and confirmed letter of credit, in a form and substance satisfactory
          to Company, at sight opened at Distributor's expense which must be
          received by Company within two (2) weeks of the purchase order date.
          [***]. In the event of the necessity of any amendment to the terms of
          a letter of credit, or any extension of the letter of credit in order
          for Company to obtain payment under the letter of credit, the
          Distributor agrees to fully and completely cooperate with Company to
          make such amendment or extension.

     8.4  Failure to Pay.  Should Distributor fail to arrange and have in place
          --------------
          an acceptable letter of credit within the two (2) week deadline for
          any order of the Products, the Company shall, in addition and without
          prejudice to any other remedy hereunder, be entitled to refuse to
          deliver or ship any order for the Products placed with Company by
          Distributor and shall not be obliged to accept any further orders for
          the Products from Distributor.

     8.5  Resale Prices. Discount levels for sale to End Users recommended by
          -------------
          Company are set forth in a separate document, which shall be provided
          within two weeks of the execution of the Agreement.. List prices and
          discount levels are to be recommended by Company and such
          recommendations may be changed at any time on 30 days' written notice
          to Distributor. The procedures for price changes set forth in section
          8.2 above shall also apply to changes under this section.

9.   WARRANTY

     9.1  Product Warranty.  Company warrants to Distributor that  the Products,
          ----------------
          if properly handled and used only for the purpose they were designed
          for, will be free of defects in workmanship and materials [***]
          Company does not extend any warranty directly to End User. Company
          reserves the right to change the terms and conditions of the said
          warranty at its sole option. Any sales documents provided to the End
          User by Distributor shall include the End-User restrictions relating
          to warranty, intellectual property rights and liability limitations
          attached hereto as Schedule A.

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     9.2  Warranty Claims.  Warranty claims hereunder must be made promptly in
          ---------------
          accordance with the procedures, terms and conditions specified by
          Company in its Warranty Program Procedures to be provided to
          Distributor. In the event of a warranty claim, Company shall either
          repair the defective FRU or replace said FRU with a new or refurbished
          FRU. The actions taken by Company under the Warranty Program
          Procedures shall be the full extent of Company's liability and
          Distributor's exclusive remedy with respect to a claim under this
          Section 9.

     9.3  After-Warranty Service.  In addition to the warranty provided to
          ----------------------
          Distributor, Distributor may purchase after-warranty service from
          Company at the prices listed in the pricing document provided
          separately. Distributor shall offer non-warranty technical service to
          End Users on terms and conditions that have been approved by Company.

     9.4  Non-Liability of Company.  The Company shall not be liable for
          -------------------------
          consequential damages of any kind, whether as a result of loss by
          Distributor of present or prospective profits, anticipated sales,
          expenditures, investments, or commitments made in connection with this
          Agreement. Company's liability under this Agreement shall be limited
          to the amount received from Distributor for the purchase of Products
          and in no event shall Company be liable to the Distributor for any
          consequential or indirect damages.

10.  CONFIDENTIALITY

     10.1 Confidential Information. During the term of this Agreement and
          ------------------------
          thereafter it may be necessary for Company and Distributor to mutually
          exchange certain information, data and proprietary material relating
          to marketing, sales, technical, financial and other matters involving
          the Products, this Agreement or the relationship between the Company
          and Distributor. In order to be treated as confidential hereunder
          ("Confidential Information"), information disclosed in writing shall
          be marked as confidential or proprietary, and the disclosing party
          shall indicate the confidential nature of oral information at the time
          of disclosure and provide written confirmation thereof within fifteen
          (15) days following such disclosure.

     10.2 All Confidential Information shall be received and retained in the
          strictest confidence by the parties and will be deemed to be
          proprietary information of the disclosing party and the recipient
          agrees that it will not disclose it to third parties and further it
          will treat such information, data or material as proprietary using the
          same degree of care that it would normally use in protecting its own
          proprietary

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          information for a period of three years; and be used by the parties
          hereto solely for the purpose of implementing this Agreement or for
          discussions relating to other products of Company or other business
          relationships between Distributor and Company.

     10.3 This provision shall not apply to any Confidential Information that
          (i) is known by the receiving party prior to the date of disclosure by
          the disclosing party, and is not subject to or in violation of an
          obligation of confidentiality; (ii) is or become public knowledge
          other than by default of the receiving party; (iii) is obtained by the
          receiving party from a bona-fide third party having free right of
          disposal of such information; (iv) is wholly and independently
          developed by the receiving party without reference to the Confidential
          Information; or (v) the receiving party is required to disclose
          pursuant to any law, regulation or a valid order of a court or other
          government body or any political subdivision, or other legal
          requirement thereof, provided, however, that the recipient of the
          information shall first have given notice to the disclosing party and
          made a reasonable effort to obtain a protective order requiring that
          the information and/or documents so disclosed be used only for the
          purposes for which the order was issued.

     10.4 Subject to the foregoing, this Agreement shall also be treated
          confidentially by all parties hereto. This section shall survive any
          termination of the Agreement for a period of three (3) years.

11.  TRADEMARKS

     11.1 Use of Trademarks.  Company hereby grants to Distributor a
          -----------------
          non-exclusive, non-transferable, and royalty-free right and license to
          use Company's name, trademarks, trade names, and logos specified in
          Exhibit I attached hereto, as such Exhibit may be modified from time
          to time during the term of this Agreement, in connection with the sale
          or other distribution, promotion, advertising, and maintenance of the
          Products for so long as such name, trademarks, trade names, and logos
          are used by the Distributor. Distributor shall afford Company
          reasonable opportunities during the term hereof to inspect and monitor
          the activities of Distributor in connection with the name, trademark,
          trade name, and logo usage.

     11.2 Restrictions.  Distributor shall acquire no right, title or interest
          ------------
          in such Company name, trademarks, trade name, and logos other than the
          foregoing limited license and Distributor shall not use any Company
          trademarks as part of Distributor's corporate or trade name or permit
          any third party to do so without the prior written consent of Company.
          Distributor shall not adopt, use or register any words, phrases or
          symbols which are identical to or confusingly similar to any of

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          Company's trademarks. Distributor shall not private label the
          Products.

     11.3 Infringements.  Distributor shall promptly notify Company of any use
          -------------
          by any third party of Company's name, trademarks, trade name, and
          logos or any use by such third parties of similar marks which may
          constitute an infringement or passing off of Company's name,
          trademarks, trade name, and logos. Company reserves the right in its
          sole discretion to institute any proceedings against such third party
          infringers. Distributor agrees to cooperate fully with Company in any
          action taken by Company against such third parties, provided that all
          expenses of such action shall be borne by Company.

12.  INTELLECTUAL PROPERTY RIGHTS

     12.1 Ownership.  Distributor hereby acknowledges Company's exclusive right,
          ---------
          title and interest in and to any and all intellectual property rights
          which Company may have at any time adopted, used, registered or been
          issued in the United States or in any other location (the
          "Intellectual Property Rights"). Distributor agrees that it shall not
          do, or cause to be done, any acts or things contesting or in any way
          impairing or tending to impair any portion of the Company's right,
          title and interest in and to the Intellectual Property Rights.
          Distributor further acknowledges that, in connection with any
          reference to the Intellectual Property Rights, Distributor shall not
          in any manner represent that is possesses any ownership interest in
          the Intellectual Property Rights or the registration thereof, nor
          shall any action taken by Distributor or on Distributor's behalf
          create in Distributor's favour any right, title or interest in and to
          the Intellectual Property Rights.

13.  TAXES

     Payment of Taxes.  Company shall not be responsible for any local, state,
     -----------------
     federal and other governmental taxes, customs, duties, imposts, levies or
     other charges or deductions or withholdings in the Territory whatsoever
     imposed on Company or the Distributor as a result of the operation of this
     Agreement or of the importation of the Products into the Territory and the
     Distributor shall indemnify and hold Company harmless from and against any
     such taxes, duties, imposts, levies or other charges or deductions or
     withholdings all of which shall be for the sole and exclusive account of
     the Distributor. Company is responsible for the payment of taxes outside
     the Territory.

14.  LICENSES AND PERMITS

     14.1 Import Documentation.  Distributor shall be responsible for obtaining
          --------------------
          all licenses and permits and for satisfying all formalities as may be
          required to import Products

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          into the Territory in accordance with then prevailing laws or
          regulations.

     14.2 Licenses and Permits.  Distributor shall be responsible for obtaining
          --------------------
          all licenses and permits and for satisfying all formalities as may be
          required to sell, install and operate Products in the Territory. If
          this Agreement is not renewed pursuant to section 3.1, the fees for
          any licensing and testing of the Products incurred by Distributor
          shall be reimbursed by Company to Distributor in an amount [***] In
          the event of nonrenewal and termination of this Agreement, all
          licenses and permits obtained by Distributor for the Products shall be
          transferred to Company or its assignee or otherwise terminated at
          Company's option.

15.  TERMINATION

     15.1  Termination.  Notwithstanding the provisions of Article 3 above, this
           -----------
          Agreement may be terminated in accordance with the following
          provisions:

          (a)  Either party hereto may terminate this Agreement at any time by
               giving notice in writing to the other party, which notice shall
               be effective upon dispatch, should the other party file a
               petition of any type as to its bankruptcy, be declared bankrupt,
               become insolvent, make an assignment for the benefit of
               creditors, go into liquidation or receivership, or otherwise lose
               legal control of its business, or should the other party or a
               substantial party of its business come under control of a third
               party;

          (b)  Either party may terminate this Agreement by giving notice in
               writing to the other party should an event of Force Majeure
               continue for more than six (6) months as provided in Article 6.2
               above and Article 16 below;


          (c)  Either party may terminate this Agreement at any time without
               notice in the event the other party is in breach of this
               Agreement.

     15.2 Rights and Obligations on Termination.  In the event of termination
          -------------------------------------
          of this Agreement for any reason, the parties shall have the following
          rights and obligations:

          (a)  Obligation to Ship.  For any orders already placed by
               -------------------
               Distributor and finally confirmed and accepted by Company on or
               before the effective termination date, which acceptance includes
               receipt of an acceptable and proper letter of credit pursuant to
               the terms of Article 6.3, Company shall be obligated to ship

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               such orders.

          (b)  Right to Re-purchase Products.  For a period of ninety (90) days
               -----------------------------
               after the termination date, Distributor shall be entitled to sell
               any remaining inventory of the Products at the resale prices set
               by Company pursuant to Article 8.5. Upon the expiry of this
               ninety (90) day period, Company shall have the right, at its sole
               discretion, to buy back from Distributor any then remaining
               inventory of the Products at one-half (1/2) the price paid by
               Distributor.

          (c)  Confidentiality.  Confidentiality obligations pursuant to
               ---------------
               Article 10 hereof shall survive the termination of this Agreement
               and continue to be binding on both parties.

          (d)  Return of Materials.  All trademarks, trade names, patents, copy
               -------------------
               rights, designs, drawings, formulas or other data, photographs,
               samples, literature, and sales aids of every kind shall remain
               the property of Company. Within thirty (30) days after the
               termination of this Agreement, Distributor shall prepare all such
               items in its possession for shipment to the Company, as Company
               may direct, at Company's expense. Distributor shall not make or
               retain any copies of any confidential items or information that
               may have been entrusted to it.

16.  FORCE MAJEURE

     16.1  Definition.  Force Majeure shall mean any event or condition, not
           ----------
           existing as of the date of signature of this Agreement, not
           reasonably foreseeable as of such date and not reasonably within the
           control of either party, which prevents in whole or in material part
           the performance of one of the parties of its obligations hereunder or
           which renders the performance of such obligations so difficult or
           costly as to make such performance commercially unreasonable. Without
           limiting the foregoing, the following shall constitute events or
           conditions of Force Majeure: acts of State or governmental action,
           riots, disturbance, war, industry-related strikes, lockouts,
           slowdowns, prolonged shortage of energy supplies, epidemics, fire,
           flood, hurricane, typhoon, earthquake, lightning and explosion.

     16.2  Notice.  Upon giving notice to the other party, a party affected by
           ------
           an event of Force Majeure shall be released without any liability on
           its part for the performance of its obligations under this Agreement,
           except for the obligation to pay any amounts due and owing hereunder,
           but only to the extent and only for the period that its performance
           of such obligations is prevented by the event of Force Majeure. Such
           notice shall include a description of the nature of the event of
           Force Majeure, and

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           its cause and possible consequences. The party claiming Force Majeure
           shall promptly notify the other party of the termination of such
           event.

     16.3  Confirmation.  The party invoking Force Majeure shall provide to
           ------------
           the other party confirmation of the existence of the circumstances
           constituting Force Majeure. Such evidence may consist of a statement
           or certificate of an appropriate governmental department or agency
           where available, or a statement describing in detail the facts
           claimed to constitute Force Majeure.

     16.4  Suspension of Performance.  During the period that performance by
           -------------------------
           one of the parties of its obligations under this Agreement has been
           suspended by reason of an event of Force Majeure, the other party may
           likewise suspend the performance of all or part of its obligations
           hereunder to the extent that such suspension is commercially
           reasonable.

     16.5  Period of Force Majeure.  Should the period of Force Majeure
           -----------------------
           continue for more than [***] either party may terminate this
           Agreement without liability to the other party upon giving written
           notice to the other party.

17.  DISPUTE RESOLUTION AND GOVERNING LAW

     17.1  Dispute Resolution.  Should any dispute, controversy or claim arise
           ------------------
           out of or relating to this Agreement, the parties shall endeavour to
           reach an amicable settlement through negotiation. If the parties are
           unable to reach an amicable settlement through negotiation within 20
           days after receipt of notification from the other party of the
           existence of the dispute, then each party shall have the right to
           request non-binding mediation. In the event mediation is unsuccessful
           within 20 days of the commencement of mediation proceedings, the
           matter shall finally be settled by binding arbitration in Seattle,
           Washington, U.S.A,in accordance with the Rules of Conciliation and
           Arbitration of the International Chamber of Commerce in effect on the
           date of this Agreement and judgment upon the award rendered by the
           arbitrator(s) may be entered in any court having jurisdiction
           thereof. The arbitration shall be conducted in the English language.
           Notwithstanding the above, regarding intellectual property right
           claims, the Company reserves the right to initiate and conduct
           litigation proceedings in any court it deems appropriate.

     17.2  Governing Law.  The parties acknowledge that this Agreement shall be
           --------------
           governed by, interpreted, and construed in accordance with the laws
           of the state of Delaware, the United States of America, without
           regard to its choice of law provisions. The terms and condition of
           the United Nations Convention on the International Sale of Goods are
           excluded from application under this Agreement.

                                      -14-
<PAGE>

18.  MISCELLANEOUS

     18.1  No Foreign Corrupt Practices.  Distributor hereby represents,
           ----------------------------
           warrants and agrees that Distributor shall be bound and abide by and
           strictly comply with both the letter and the spirit of the Foreign
           Corrupt Practices Act of 1977 and any amendments thereto as the same
           is from time to time in force in the United States of America.

           Without limiting the generality of the foregoing, Distributor has not
           made and shall not make, in the performance of this Agreement, an
           offer, payment, promise to pay or authorization of the payment of any
           money, offer, gift, promise to give, or authorization of the giving
           of anything of value, in order to assist with obtaining or retaining
           business for or with, or directing business to, Company or any other
           person or entity, directly or indirectly

           (a) to or for the use or benefit of any official or employee of any
               government or the agencies or instrumentalities of such
               government or any international organization, political party or
               candidate for political office;

           (b) to any other person if Distributor or any partner, officer,
               director, employee, agent, representative or shareholder of
               Distributor knows or has reason to suspect or know that any part
               of such money or thing of value will be directly or indirectly
               offered, given or promised to any government officer or employee,
               political party or official thereof, or candidate for political
               office or any international organization; or

           (c) to any other person or entity, the payment of which would violate
               the laws or policies of the United States or of any other
               government.

           Upon request by Company, Distributor shall furnish a certificate
           verifying compliance with this Article. Notwithstanding Article 15.2,
           in the event of termination of this Agreement by Company for
           Distributor's breach of this Article, Company shall have no liability
           to Distributor under this Agreement for any loss, cost or damage
           resulting, directly or indirectly, to Distributor from such
           termination.

     18.2  U.S. Export Restrictions.  Distributor shall not sell any of the
           ------------------------
           Products to end-users who are subject to U.S. export restrictions.

     18.3  Relationship.  This Agreement does not make either party the
           ------------
           employee, agent or legal representative of the other for any purpose
           whatsoever. Neither party is granted any right or authority to assume
           or to create any obligation or responsibility, express or implied, on
           behalf of or in the name of the other party. In

                                      -15-
<PAGE>

           fulfilling its obligations pursuant to this Agreement each party
           shall be acting as an independent contractor.

     18.4  Assignment.  After obtaining written permission from Company,
           ----------
           Distributor shall be entitled to assign any or all of its rights and
           obligations hereunder, provided that such party shall remain fully
           liable for the performance of all its obligations hereunder. Any
           prohibited assignment shall be null and void. Company may assign the
           Agreement to another company which acquires all or substantially all
           of the assets, business, or stock of the Company.

     18.5  Notices.  Notices permitted or required to be given hereunder shall
           -------
           be deemed sufficient if given by facsimile transmission to the
           respective party, or by registered or certified air mail, postage
           prepaid return receipt requested, addressed to the respective address
           of the parties as first above written or at such other addresses as
           the respective parties may designate by like notice from time to
           time. Notices so given shall be effective upon receipt by the party
           to which notice is given.

     18.6  Entire Agreement.  This Agreement, including any Exhibits and
           ----------------
           Schedules attached hereto and incorporated as an integral part of
           this Agreement, constitute the entire agreement of the parties with
           respect to the subject matter hereof, and supersede all previous
           distributorship agreements by and between Company and the Distributor
           as well as all proposals, oral or written, and all negotiations,
           conversations or discussions between the parties related to this
           Agreement. Each party acknowledges that it has not been induced to
           enter into this Agreement by any representations or statements, oral
           or written, not expressly contained herein.

     18.7  Amendment.  This Agreement shall not be deemed or construed to be
           ---------
           modified, amended, rescinded, canceled or waived, in whole or in
           part, except by written amendment signed by the parties hereto.

     18.8  Severability.  In the event that any of the terms of this Agreement
           ------------
           are in conflict with any rule of law or statutory provision or are
           otherwise unenforceable under the laws or regulations of any
           government or subdivision thereof, such terms shall be deemed
           stricken from this Agreement, but such invalidity or unenforceability
           shall not invalidate any of the other terms of this Agreement and
           this Agreement shall continue in force, unless the invalidity or
           unenforceability of any such provisions hereof does substantial
           violence to, or where the invalid or unenforceable provisions
           comprise an integral part of, or are otherwise inseparable from, the
           remainder of this Agreement.

     18.9  Counterparts.  This Agreement shall be executed in two or more
           ------------
           counterparts in the

                                      -16-
<PAGE>

           English language, and each such counterpart shall be deemed an
           original hereof. In case of any conflict between the English version
           and any translated version of this Agreement, the English version
           shall govern.

     18.10  Waiver.  No failure by either party to take any action or assert any
            ------
            right hereunder shall be deemed to be a waiver of such right in the
            event of the continuation or repetition of the circumstances giving
            rise to such right.

     18.11  Remedies.  The remedies granted to either party hereunder are
            --------
            cumulative and are not intended to be exclusive of any other
            remedies to which they may respectively be lawfully entitled in case
            of any breach of threatened breach by the other party of the terms
            and provisions hereof.

     18.12  Subject Headings.  The subject headings of the Articles of this
            ----------------
            Agreement are included for the purpose of convenience only and shall
            not affect the construction or interpretation of any of its
            provisions.


INTENDING TO BE LEGALLY BOUND, the parties have executed this Agreement on the
date first above written.


Metawave Communications
Cayman Islands                               Seenode Co., Ltd.

By: /s/ Victor K. Liang                      By: /s/ David Kim
   ----------------------                        -----------------------

Name: Victor Liang                           Name: David Kim
      -------------------                          ---------------------
        (please print)                                (please print)

Title: Sr. V.P.                              Title: Managing Director
       ------------------                           --------------------

                                      -17-
<PAGE>

                                   EXHIBIT 1
                                   ---------

                                   TRADEMARKS
                                   ----------


                                    Metawave
                                    --------

                                   Cube Logo
                                   ---------

                                   SpotLight
                                   ---------

                                  SiteSculptor
                                  ------------

                                      -18-
<PAGE>

                                   SCHEDULE A
                                   ----------


                             END USER RESTRICTIONS
                             ---------------------

     All End User sales and licenses of the Product shall include provisions
that:

     (1) the End User is granted only a nontransferable, nonexclusive right to
use the Product only for its internal business purposes;

     (2) the Company and its licensors (if any) retain all of their intellectual
property rights in the Products, and no title to such intellectual property is
transferred to the End User;

     (3) the End User agrees not to reverse assemble, decompile, or otherwise
attempt to derive source code from the Products;

     (4) the End User agrees to comply with all export and re-export
restrictions and regulations of the Department of Commerce or other United
States agency or authority, and not to transfer, or authorize the transfer, of
the Products to a prohibited country or otherwise in violation of any such
restrictions or regulations;

     (5) the End User receives a warranty on the Product from the Distributor,
and the Company makes no warranties to the End User in connection with the
Product, and expressly disclaims any implied warranties of merchantability or
fitness for a particular use; and

     (6) the Company shall not be liable to the End User for any indirect,
consequential, incidental or special damages arising out of the use or license
of the Product, regardless of the theory of liability (including negligence and
strict liability).

                                      -19-
<PAGE>

                                PRICING DOCUMENT
                                ----------------

To be provided separately by Company to Distributor, and updated on a regular
basis.

                                      -20-