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                                                                   EXHIBIT 10.18

                     Metawave Communications Corporation/

                          GRUPO IUSACELL S.A. DE C.V.

                               Supply Agreement

                           Document Number # ______




                      Metawave Communications Corporation
                            10735 Willows Road N.E.
                             Redmond, WA 98052 USA
                               Tel. 425.702.5600
                               Fax 425.702.5970
                            http://www.metawave.com






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                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                      TITLE                    PAGE
---------  -----------------------------------------  ----
<C>        <S>                                        <C>
1.         AGREEMENT................................     1
2.         DEFINITIONS..............................     1
3.         PURCHASE ORDERS / CANCELLATIONS..........     3
4.         SHIPPING / TITLE / RISK OF LOSS..........     4
5.         INSTALLATION / TRAINING / DOCUMENTATION..     5
6.         INVOICES AND PAYMENT.....................     5
7.         WARRANTY.................................     6
8.         INFRINGEMENT INDEMNITY...................     7
9.         INDEMNIFICATION..........................     8
10.        TERM AND TERMINATION.....................     9
11.        ASSIGNMENT/LIMITATIONS ON TRANSFERS......     9
12.        NOTICES..................................     9
13.        INSURANCE................................    10
14.        COMPLIANCE WITH LAWS.....................    10
15.        FORCE MAJEURE............................    12
16.        GOVERNING LAW / DISPUTE RESOLUTION.......    12
17.        CONFIDENTIALITY..........................    12
18.        INTELLECTUAL PROPERTY....................    12
19.        GENERAL PROVISIONS.......................    13
</TABLE>





Exhibit A - Products and Services Price List
Exhibit B - Commissioning Certificate
Exhibit C - Product Maintenance Program
Exhibit D - Software License

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Exhibit E - Engineering and Optimization Services Certificate

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                      METAWAVE COMMUNICATIONS CORPORATION
                               SUPPLY AGREEMENT

THIS SUPPLY AGREEMENT (this "Agreement") is made as of this 17th day of
December, 1999 (the "Effective Date") between Metawave Communications
Corporation, a Delaware corporation ("Seller"), and Grupo IUSACELL S.A. de C.V.,
a Mexican corporation ("Customer").

The parties, in consideration of the mutual covenants, agreements and promises
of the other set forth in this Agreement and intending to be legally bound,
agree as follows:

1.   AGREEMENT

     Seller agrees to sell to Customer, and Customer agrees to purchase by
     submitting a Purchase Order(s) to Seller, the Products and Services
     identified on Exhibit A to this Agreement in accordance with the terms and
     conditions hereof and at the Purchase Prices set forth in Exhibit A. Except
     for the Initial Order Commitment contained in Exhibit A, it is expressly
     understood and agreed that this Agreement is intended solely to establish
     uniform and consistent terms and conditions for any Purchase Orders
     Customer may choose to place with Seller and that Customer is not obligated
     to place any Purchase Orders with Seller.

     Notwithstanding any other provision of this Agreement or any other contract
     between the parties to the contrary, the provisions of this Agreement shall
     apply to all Purchase Orders for the Products and Services during the term
     of this Agreement unless the parties expressly agree by written
     modification to this Agreement that the provisions of this Agreement shall
     not apply. Any additional or different terms in any acknowledgment,
     confirmation, invoice, Purchase Order or other communication from one party
     to the other shall be deemed objected to without need of further notice of
     objection and shall be of no effect and not in any circumstance binding
     upon either party unless expressly accepted by both parties in writing.

2.   DEFINITIONS

     As used in this Agreement, the following terms shall have the meanings set
     forth below:

     "Change Order" shall mean any subsequent change to a Purchase Order
     initiated by either party and mutually agreed to by both parties in
     writing, including but not limited to, changes due to Site configuration
     and Products and Services needed at the Site.

     "Commissioning" shall mean the procedures described in Seller's Product
     system manual to place the Product into commercial service at a particular
     Site. The completion of Commissioning is documented by Customer's signature
     on the Commissioning Certificate attached hereto as Exhibit B. Both parties
     agree to fulfill their respective




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     obligations defined in this Agreement to complete Commissioning at each
     Site when Seller installs such Products.

     "Engineering and Optimization Services" shall mean the engineering and
     optimization services provided by Seller to optimize the Product at a Site
     as described in Exhibit A. The completion of Engineering and Optimization
     Services is documented by Customer's signature on the Engineering and
     Optimization Services Certificate attached hereto as Exhibit E which shall
     be signed by Customer no later than two weeks following completion of the
     Engineering and Optimization Services.

     "Initial Order Commitment" means Customer's order [***] as set forth in
     Exhibit A, [***] on or before [***], The Initial Order Commitment of [***]
     is based on a mutually agreed order quantity between Seller and Customer.
     Seller agrees [***] or any subsequent period of time after that.

     "Product" or "Products" shall mean the SpotLight(R) 2000 spectrum
     management system(s) or component(s) consisting of hardware and Software as
     listed in Exhibit A or any additional product(s) set forth in any
     amendments thereto as may be subsequently agreed to from time to time by
     Seller and Customer.

     "Purchase Order" shall mean any Purchase Order Customer may submit to
     Seller for the purchase of the Products or Services which shall be subject
     to the terms and conditions of this Agreement and which has been accepted
     by Seller.

     "Purchase Price" shall mean the price of the Products and the price of the
     Services shown in Exhibit A or any other amount set forth in any amendments
     to Exhibit A as may be subsequently agreed to from time to time by Seller
     and Customer. All prices shown herein are in U.S. dollars.

     "Services" shall mean installation, optimization, engineering or other
     additional services set forth in Exhibit A or in any amendments to Exhibit
     A as may be subsequently agreed to from time to time by Seller and
     Customer.

     "Site" shall mean each of the Customer cell site locations that Seller's
     Products are installed.

     "Site Survey" shall mean the survey of a Site performed by Seller to
     determine the Product configuration and scope of Services required for the
     proper installation and Commissioning of the Products.

     "Software" shall mean the (i) object-code computer programs embedded in the
     Products which control and monitor the operation of the Products ("Embedded
     System Software"), and (ii) the PC-based graphical user interface computer
     program for the Products, and all

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     Features, Major Releases, Point Releases, and Software Patches (as such
     terms are defined in "Product Maintenance Program" attached hereto as
     Exhibit C), other updates and modifications to such Software (the "Software
     Updates") and any documentation in support thereof.

     "Software License" shall mean the licensing of the Software set forth in
     Exhibit D, the terms of which shall apply to any Software purchased by
     Customer from Seller pursuant to this Agreement.

3.   PURCHASE ORDERS / CANCELLATIONS

     a.   Customer shall order Products and Services pursuant to this Agreement
          by submitting a Purchase Order that provides the information specific
          to the order, including but not limited to the quantity of Products
          and Services to be ordered, delivery destination, the name and address
          of the Customer's representative to whom the Products are to be
          shipped at the delivery destination, the price of each Product and
          Service per Exhibit A, the desired delivery date(s) and whether
          partial shipments are acceptable. Purchase orders should be submitted
          by Customer to Seller at least [***] prior to date of delivery of
          Products or the rendering of Services.

     b.   Upon receipt of the Purchase Order, Seller shall have [***] business
          days to accept or reject the Purchase Order in writing. Any
          acceptances further subject to completion of Site Survey.

     c.   If following the completion of the Site Survey, Seller determines that
          Product configurations or the Services set forth in the Purchase Order
          must be changed, Seller shall notify Customer with a written proposal
          for changes to the Purchase Order. Upon receipt, Customer shall have
          [***] business days to accept or reject the written proposal for
          changes.  If accepted, Customer shall execute a written Change Order
          to reflect the required changes identified by the Site Survey. If
          Customer rejects the written proposal for changes Customer may cancel
          the Purchase Order subject to Section 3(e) below.

     d.   At its sole option, Seller may decline to fulfill an Order if Seller
          determines that (i) the costs associated with the sale of the Products
          for the Sites are prohibitive or the conditions at such Sites are
          unacceptable; (ii) the sale and delivery of the Products would
          contravene Section 14(e) (export restrictions) of this Agreement; or
          (iii) Seller's personnel may be exposed to unsafe conditions.

     e.   Customer may cancel or delay delivery of Products contained in any
          Purchase Order or Change Order prior to Seller's shipment of the
          Products subject to the terms herein. Any such cancellation or delay
          must be made by written notification to Seller. Customer may delay the
          delivery date for any Products on any purchase Order or Change Order
          once, and such delay shall not exceed [***] days.  If Customer directs
          such cancellation or delay with less than

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          [***] written notice from the delivery date specified in Purchase
          Order or Change Order, Customer shall pay to Seller reasonable and
          documented nonrecurring costs, if any, associated with such
          cancellation or delay provide however, that any such costs shall not
          exceed in the [***] of the Purchase Price of each canceled or delayed
          Products.

     f.   During the period of time commencing on or before the effective date
          of this Agreement and [***], Customer agrees to order from Seller
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4.   SHIPPING / TITLE / RISK OF LOSS

     a.   Subject to Section 3, Seller shall ship in accordance with Seller's
          standard shipping practices all Products to Customer's designated
          representative at the designated delivery destination on or before the
          delivery date(s) specified in a Purchase Order.  [***]

     b.   Seller shall arrange, on behalf of Customer the following items: [***]
          Customer shall reimburse Seller at cost for [***]  Seller shall
          separately invoice Customer for such charges in accordance with
          Section 6 herein.

     c.   Products shall be packed by Seller in containers adequate to prevent
          damage during reasonable shipping, handling and storage. Customer
          shall be responsible for payment of any warehousing. or storage
          charges for the Products following delivery of the Products to
          Customer, except as noted in paragraph 4(a), above.

     d.   Title to and risk of loss or damage to Products sold by Seller to
          Customer hereunder shall pass to Customer upon delivery to Customer's
          representative at the delivery destination specified on the Purchase
          Order. Title to Software shall remain with Seller in all cases
          pursuant to the terms of the Software License attached as Exhibit D
          hereto.

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5.   INSTALLATION / TRAINING / DOCUMENTATION

     a.   Seller shall install and commission each Product in accordance with a
          mutually agreed upon deployment schedule. Customer agrees to furnish
          reasonable access to the cell sites and the necessary resources to
          assist Seller during installation and optimization. Such deployment
          schedule shall be agreed to in writing by Seller and Customer.

     b.   If Seller fails to complete installation and commissioning of a
          Product within the specified deadline (or any extension agreed to in
          writing by the parties), and such failure is due to delays or causes
          within the reasonable control of Seller, then Seller will not charge
          Customer for the installation and commissioning of that Product at the
          designated site. In the event of any delay beyond the reasonable
          control of Seller, the date(s) of installation and commissioning shall
          be extended for as many days as are reasonably required due to the
          delay.

     c.   Product training courses will be offered at Seller's offices in
          Redmond, WA or on site in Mexico by mutual agreement the prices listed
          in Exhibit A. If Seller conducts training on site in Mexico, [***]
          The course schedule and availability will be coordinated with Seller's
          training organization. Seller will provide at no cost to Customer one
          set of manuals and documentation with each Product.

6.   INVOICES AND PAYMENT

     a.   For Product to be installed by Seller, Seller shall render invoices to
          Customer as follows: [***]

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     b.   All invoices shall be computed on the basis of the prices set forth in
          Exhibit A [***] and shall separately identify categories of charges,
          including but not limited o quantities of Products, type of Services,
          total amounts for each item, shipping charges, applicable sales or use
          taxes and total amount due in U.S. dollars. Customer shall promptly
          pay Seller the amount due within thirty (30) days of the date of
          invoice. Customer shall pay a late fee at the rate of one and one-half
          percent (1.5%) of the amount due for each month or portion thereof
          that the amount remains unpaid.

     c.   The prices specified in Exhibit A do not include any taxes. Customer
          shall pay all local and government sales, excise, or any other taxes,
          fees, duties, tariffs, or other governmental charges or customs
          processing fees which may be levied upon the use, sale, transfer of
          ownership, or installation of Product or Services purchased hereunder
          or the import, movement, delivery, possession of Products, including
          the replacement and repair of Products, excluding, however, any taxes
          on the income, business or licenses of Seller. Any such taxes or fees
          required to be paid or collected by Seller shall be added to the
          invoice as separate charges and paid by Customer to Seller unless
          Customer provides Seller with proof of exemption acceptable to the
          appropriate authority.

     d.   Payment shall be made by wire transfer in U.S. dollars to the
          following account:

          Imperial Bank
          2015 Manhattan Beach Blvd.
          Redondo Beach, CA 90278
          Attn:  Merchant Banking Group
          ABA:  122201444
          Swift:  1MPUS66
          Account Number: 36-001348
          Account Name: Metawave Communications Corporation

7.   WARRANTY

     a.   Seller warrants the Products for a period of [***]  ("Warranty
          Period"). During the Warranty Period, Seller warrants that (i) all
          Products furnished hereunder will be free from defects in materials,
          workmanship and title; (ii) all Products as delivered and properly
          installed and operated will function substantially as described in the
          user documentation and specifications provided by Seller; and (iii)
          the media on which the Software is contained will be free from defects
          in material and workmanship under normal use.  THE WARRANTIES IN THIS
          AGREEMENT ARE GIVEN IN LIEU OF

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     ALL OTHER WARRANTIES EXPRESS OR IMPLIED WHICH ARE
     SPECIFICALLY EXCLUDED, INCLUDING, WITHOUT LIMITATION,
     IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
     PARTICULAR PURPOSE.

     b.   Customer and Seller shall handle all warranty claims in accordance
          with the procedures set forth in Exhibit C, the Product Maintenance
          Program. The actions taken by Seller under the Product Maintenance
          Program procedures shall be the full extent of Seller's liability and
          Customer's exclusive remedy with respect to a claim under this Section
          7. The supplied Products provided hereunder by Seller to Customer (i)
          shall perform on and after January 1, 2000 in as good a manner as
          before such date, and (ii) shall at all times manage, manipulate and
          report data involving dates (including the year 2000, dates before and
          after the year 2000, and single-century and multi-century formulas)
          without generating incorrect values or dates or causing an abnormally-
          ending scenario within an application.

     c.   This warranty does not apply to any claim which arises out of any of
          the following: (i) the Product is used in other than its normal and
          customary manner; (ii) the Product has been subject to misuse,
          accident, neglect or damage by Customer; (iii) the Product has been
          installed, optimized or moved from its original installation site by
          any person other than Seller or a person who has been certified by
          Seller through completion of a Seller-sponsored training course to
          provide such services; (iv) unauthorized alterations or repairs have
          been made to the Product, or parts have been used in the Product which
          are not approved by Seller; (v) the Product is not maintained pursuant
          to Seller's Maintenance Programs or under the supervision of a person
          who has been certified by Seller to provide such maintenance service
          through completion of a Seller-sponsored training course; (vi) an
          event of Force Majeure has occurred; (vii) the failure of third party
          antennas, antenna lines or interconnection facilities not provided by
          Seller at the Site.

8.   INFRINGEMENT INDEMNITY

     a.   Seller shall indemnify and hold harmless Customer against any and all
          liabilities, losses, costs, damages and expenses, including reasonable
          attorney's fees, associated with any claim or action for actual or
          alleged infringement by any Product or Software supplied in accordance
          with this Agreement of any United States patent, trademark, copyright,
          trade secret or other intellectual property right incurred by Customer
          as a result of Customer's use of such Products or Software in
          accordance with this Agreement provided that (i) Customer promptly
          notifies Seller in writing of the claim; (ii) Customer gives Seller
          full opportunity and authority to assume sole control of the defense
          and all related settlement negotiations; and (iii) Customer gives
          Seller information and assistance for the defense (Customer will be
          reimbursed for reasonable costs and expenses incurred in rendering
          such assistance, against receipt of invoices therefor). Subject to the
          conditions and limitations of liability stated in section 9(b) of this
          Agreement,

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          Seller shall indemnify and hold harmless Customer from all payments,
          which by final judgments in such claims, may be assessed against
          Customer on account of such alleged infringement and shall pay
          resulting settlements, costs and damages finally awarded against
          Customer by a court of law, arbitration or other adjudication of the
          claim.

     b.   Customer agrees that if the Products or Software become, or in
          Seller's opinion are likely to become, the subject of such a claim,
          Customer will permit Seller, at Seller's option and expense, either to
          procure the right for Customer to continue using such Products or
          Software or to replace or modify same so that they become non-
          infringing as long as they continue to conform in all material
          respects to the Product specifications, and, if neither of the
          foregoing alternatives is available on terms that are acceptable to
          Seller, Customer shall at the written request of Seller, return the
          infringing or potentially infringing Products or Software and all the
          rights thereto at Seller's expense. Customer shall receive a refund of
          the prorated undepreciated portion of the Purchase Price actually paid
          by Customer to Seller for the returned portion of the Products. The
          Purchase Price shall be depreciated over a five (5) year period.

     c.   Seller shall have no obligation to Customer with respect to any claim
          of patent or copyright infringement which is based upon (i) adherence
          to specifications, designs or instructions furnished by Customer; (ii)
          the combination, operation or use of any Products supplied hereunder
          with products, software or data with which the Products are not
          intended to be used or for which the Products are not designed; (iii)
          the alteration of the Products or modification of any Software made by
          any party other than Seller; or (iv) the Customer's use of a
          superseded or altered release of some or all of the Software if
          infringement would have been avoided by the use of a subsequent
          unaltered release of the Software that is provided to the Customer.

9.   INDEMNIFICATION

     a.   Seller, shall indemnify Customer, its employees and directors, and
          each -of them, against any loss, damage, claim, or liability, arising
          out of, as a result of, or in connection with the use of the Product
          in accordance with this Agreement or the acts or omissions, negligent
          or otherwise, of Seller in the performance of this Agreement, or a
          contractor or an agent of Seller or an employee of anyone of them,
          except where such loss, damage, claim, or liability arises from the
          negligence or willful misconduct of Customer, agents or its employees.
          Seller shall, at its own expense, defend any suit asserting a claim
          for any loss, damage or liability specified above, and Seller shall
          pay. any costs, expenses and attorneys' fees that may be incurred by
          Customer in connection with any such claim or suit or in enforcing the
          indemnity granted above, provided that Seller is given (i) prompt
          notice of any such claim or suit and (ii) full opportunity to assume
          control of the defense or settlement.

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     b.   In no event will either party or their respective suppliers be liable
          under this Agreement for (i) the cost. of substitute procurement,
          special, indirect, incidental, or consequential damages, or (ii) any
          damages resulting from the loss of use or profits arising out of or in
          connection with this Agreement, the furnishing of Services, or the use
          or performance of Products even if informed of the possibility of such
          damages. Except for damages resulting from bodily injury or death to
          persons, in no event will Seller's total liability for (i) any damages
          in any action based on or arising out of or in connection with this
          Agreement exceed the total amount paid to Seller for such Products
          under this Agreement, or (ii) claims based upon Seller's obligations
          for Services exceed the total amount paid to Seller for such Services.

10.  TERM AND TERMINATION

     The term of this Agreement shall be three (3) years from the Effective
     Date. Either party may terminate this Agreement at any time with thirty
     (30) days' notice in which case Customer shall have the right to place
     Purchase Orders up until the effective date of the termination and such
     termination shall not affect any purchase order outstanding as of the
     effective date of the termination. If either party is in material default
     of any of its obligations under this Agreement and such default continues
     for thirty (30) days after written notice thereof by the party not in
     default, the nondefaulting party may terminate this Agreement. In addition,
     a party may terminate this Agreement if a petition in bankruptcy or a
     petition under any insolvency law is filed by or against the other party
     and is not dismissed within sixty (60) days of the commencement thereof.
     Any notice of termination under this section 10 shall be in writing.

11.  ASSIGNMENT/LIMITATIONS ON TRANSFERS

     a.   Any assignment by either party to this Agreement or any other interest
          hereunder without the other party's prior written consent, shall be
          void, except assignment to a parent company, subsidiary or person or
          entity who acquires all or substantially all of the assets, business
          or stock of either party, whether by sale, merger or otherwise.

     b.   Customer shall not purchase a Product solely for the purpose of
          reselling or distributing it to another party.

     c.   Subject to the provisions of paragraphs a and b above, this Agreement
          shall inure to the benefit of and be binding upon the respective
          successors and assigns, if any, of the parties hereto.

12.  NOTICES

     Except as otherwise specified in this Agreement, all notices or other
     communications hereunder shall be deemed to have been duly given when made
     in writing and delivered in person or deposited in the United States mail,
     postage prepaid, certified mail, return

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     receipt requested, or by a reputable overnight courier service providing
     proof of delivery, or by confirmed facsimile transmission and addressed as
     follows:

     To Seller:                             To Customer:
     Metawave Communications Corporation    Grupo Iusacell S.A. de C.V.
     10735 Willows Road NE                  Avenida Prolongacion, Paseo de la
     Redmond, WA 98052                      Reforma Colonia Sante Fe 05348
                                            Mexico D.F.
     Attn: Richard Henderson, VP, Sales     Attn: Thomas A. Burgos
     Fax: 425 702 5976                      Fax: 52-5-109-5407
     Copy to: Kathy Surace-Smith            Copy to: Ruben Perlmutter
     General Counsel                        General Counsel
     Fax: 425-702-5978                      Fax: 52-5-109-5791

     The address to which notices or communications may be given to either party
     may be changed by written notice given by such party to the other pursuant
     to this Section 11.

13.  INSURANCE

     Seller agrees at its expense to maintain adequate insurance coverage to
     protect against its liabilities under this Agreement. Insurance coverage
     will include (a) worker's compensation insurance; (b) comprehensive general
     liability insurance, including coverage for product liability, bodily
     injury and property damage; and (c) automobile liability insurance.

14.  COMPLIANCE WITH LAWS

     a.   Each party shall comply with all applicable federal, state and local
          laws, regulations and codes, including the procurement of permits and
          licenses relating to the purchase or sale of Product and Services
          pursuant to this Agreement.

     b.   Seller agrees to obtain all necessary Mexican telecommunication
          authorizations, certifications, permits or licenses as required for
          the installation and operation of the Products and for which Seller is
          responsible for under Mexican. law or regulations(the "Licenses").
          Customer shall provide consultation or upon request from Seller,
          reasonable assistance in the form of personnel, expertise and contacts
          to Seller (other than financial assistance) in obtaining the Licenses,
          customs clearances (subject to section 4(c)), visas, permits, work
          permits, temporary import/export permits for tools and test equipment,
          and any other required documentation required for the importation,
          installation and operation of the Products in Mexico.


     c.   When Customer imports the Products into Mexico, Customer shall comply
          with all importation formalities and obtain any customs or regulatory
          permits required to import the Products into Mexico, including but not
          limited to, NOM certificates

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          issued by NYCE relating to compliance with electrical safety standards
          (the "NYCE Certificate"). Seller agrees to indemnify Customer, its
          employees and directors, and each of them, against any loss, damage,
          claim, or liability, arising out of, as a result of, or in connection
          with the issuance of the NYCE Certificate to, and the holding or
          maintenance of the NYCE Certificate by, Customer except where such
          loss, damage, claim, or liability arises from the negligence or
          willful misconduct of Customer, agents or its employees. Seller shall,
          at its own expense, defend any suit asserting a claim for any loss,
          damage or liability specified above, and Seller shall pay any costs,
          expenses and attorneys' fees that may be incurred by Customer in
          connection with any such claim or suit or in enforcing the indemnity
          granted above, provided that Seller is given (i) prompt notice of any
          such claim or suit and (ii) full opportunity to assume control of the
          defense or settlement.

          In addition, Seller shall be responsible for maintaining the Products'
          compliance with applicable NOM standards and for conducting additional
          testing if needed `to maintain the NYCE Certificate. Customer and
          Seller agree that the NYCE certificate shall only be used by Customer
          as the importer of Products for its own use, and that Seller shall not
          rely on the NYCE certificate issued to Customer for importation on
          behalf of Seller or any other purchaser of the Products in Mexico.

     d.   Customer agrees that Seller may conduct testing for purposes of
          obtaining any Licenses for the Products at the Sites where they are
          installed and will allow Seller access to the Sites at times
          acceptable to Customer for such purposes during installation and
          afterwards if requested by Seller.

     e.   The parties agree to comply with all applicable U.S. and Mexican
          export control laws and regulations and shall not export or re-export
          any technical data or products except in compliance with the
          applicable export control laws and regulations of the U.S. and Mexico.

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15.  FORCE MAJEURE

     Except for payment of moneys due, neither party shall be liable for delays
     in delivery or performance or for failure to manufacture, deliver or
     perform resulting from acts beyond the reasonable control of the party
     responsible for performance. Such acts shall include, but not be limited to
     (a) acts of God, acts of a public enemy, acts or failures to act by the
     other party, acts of civil or military authority, governmental priorities,
     strikes or other labor disturbances, hurricanes, earthquakes, fires,
     floods, epidemics, embargoes, war, riots, and loss or damage to goods in
     transit; (b) inability to obtain necessary products, components, services
     or facilities on account of causes beyond the reasonable control of the
     delayed party or its suppliers; or (c) delay in obtaining or the failure to
     obtain the necessary customs clearances, equipment authorizations,
     licenses, permits, governmental approvals and any other documentation
     required for the delivery, installation and operation of the Products at
     the Sites, including visas and work permits for Seller's personnel. In the
     event of any such delay, the date(s) of delivery or performance shall be
     extended for as many days are reasonably required due to the delay. If such
     delay continues for forty-five (45) days, either party may terminate the
     Purchase Order affected by the event by providing written notice.

16.  GOVERNING LAW / DISPUTE RESOLUTION

     a.   This Agreement and each Purchase Order shall be construed in
          accordance with the internal laws of the State of New York, without
          regard to its choice of law provisions. The terms and conditions of
          the United Nations Convention CISG are excluded from application under
          this Agreement.

     b.   Any dispute, controversy, or claim arising out of or relating to this
          Agreement shall first be settled by non-binding mediation to be
          conducted in English by a mutually agreed non-affiliated neutral
          party. In the event mediation is unsuccessful, the matter shall be
          settled by binding arbitration in New York, New York, under the rules
          of the International Chamber of Commerce in effect at the time of the
          arbitration to be conducted in English. The arbitration decision shall
          be final and binding upon the parties and judgment upon the award
          rendered by the arbitrator may be entered in any court having
          jurisdiction thereof. Notwithstanding the above, regarding
          intellectual property claims, Metawave reserves the right to initiate
          and conduct litigation proceedings in any court it deems appropriate.

17.  CONFIDENTIALITY

     All information, data and materials provided by either party pursuant to
     this Supply Agreement will be subject to the terms and conditions of the
     Non-disclosure Agreement between Metawave and IUSACELL, dated May 19, 1999.

18.       INTELLECTUAL PROPERTY

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     All concepts, designs, ideas, techniques, software programs, inventions,
     discoveries, data, business processes, business procedures and any other
     intellectual property developed by Seller in connection with this
     Agreement, or arising out of its performance of this Agreement, shall be
     the exclusive property of Seller. The performance by Seller of its
     obligations under this Agreement shall not be deemed work-for-hire but
     shall instead be subject to this section.

19.  GENERAL PROVISIONS

     a.   Seller and Customer may agree to issue a joint press release
          concerning the execution of this Agreement. Such press release shall
          be subject to prior review and written approval by both parties, such
          approval not to be unreasonably withheld.

     b.   Any waiver by any party of any breach or failure to comply with any
          provision of this Agreement by the other party must be in writing and
          shall not be construed as, or constitute, a continuing waiver of such
          provision, or a waiver of any other provision of this Agreement.

     c.   If any of the provisions of this Agreement shall be invalid or
          unenforceable, such invalidity or unenforceability shall not
          invalidate or render unenforceable the entire Agreement, but rather
          the entire Agreement shall be construed as if not containing the
          particular invalid or unenforceable provisions, and the rights and
          obligations of Seller and Customer shall be construed and enforced
          accordingly.

     d.   Except the Non-Disclosure Agreement dated May 19, 1999 which shall
          remain in full force and effect, this Agreement, including all
          Exhibits that are attached to and hereby incorporated into this
          Agreement, shall constitute the entire agreement between Customer and
          Seller with respect to the subject matter hereof and supersedes all
          prior agreements, covenants, arrangements, communications,
          representations or warranties, whether oral or written, by any party
          or any officer, employee or representative of any party with respect
          to the subject matter hereof. Upon certification by Customer of
          performance acceptance of the Products purchased pursuant to the
          Letter Agreement between Seller and Customer dated June 29, 1999 (the
          "Initial Order"), such Letter Agreement shall be terminated and the
          terms and conditions of this Agreement shall apply to the Initial
          Order as if the Initial Order were a Purchase Order under this
          Agreement. In addition, all outstanding Purchase Orders from Customer
          and all Products sold to Customer by Seller as of the Effective Date
          of this Agreement shall be subject to this Agreement, which shall
          supersede and replace any additional or different terms of those
          Purchase Orders or other order documentation.

     e.   Any amendment or modification of this Agreement or any Exhibit must be
          in writing and signed by a duly authorized representative of each of
          the parties.

                                     -13-

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     f.   This Agreement applies only to sales of Products and Services to be
          installed at Customer Sites in Mexico.'


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective duly authorized representatives.

Metawave Communications Corporation    Grupo IUSACELL S.A. de C.V.

By:     /s/: Richard Henderson         By:  /s/: Thomas Burgos
        ------------------------           ------------------
Name:   Richard Henderson              Name:    Thomas Burgos
        ------------------------           ------------------
Title:  VP Sales and Marketing         Title:   VP Network
        ------------------------           ------------------

                                     -14-


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<PAGE>

                                   Exhibit A

1.   Product Pricing Summary

     All Product prices shown are list prices and unless other wise indicated do
     not include Services, taxes, shipping and duties. Services prices shown are
     for Product installed and services performed in the Mexico.

[***]



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2.   Optional Software Pricing Summary

[***]

3.   Services Pricing Summary

[***]

4. Maintenance Pricing

[***]

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5.   Training

     Supplier offers SpotLight training courses designed for the cellular
     technician. The content of the courses shall include but not be limited to
     site preparation, installation, remedial maintenance, failure
     recovery/backup, failure repair techniques, operation of test equipment and
     diagnostic software use. The content of said courses may be changed by
     Supplier when, in its judgement, such change is warranted, the current
     course offered is three (3) days in length. The courses assume no prior
     knowledge of SpotLight systems but do require a proficient level of
     understanding of cellular system operation, installation and optimization.
     Supplier shall provide sufficient personnel to conduct each course and
     shall furnish instructional aids including manuals.

     The training courses will be conducted at Supplier's offices located in
     Redmond, Washington [***]. The price for attending the training course is
     [***]. Course schedules and availability will vary and shall be coordinated
     through Supplier's training organization.

6.   General Conditions for Order

     6.1  Towers and transmission lines to the towers, or any costs associated
          with the preparation of towers and the cell site including adequate
          electrical power and HVAC are not included in the prices shown herein
          and are the responsibility of Customer.

     6.2  The mounting, physical and electrical connection of the SpotLight
          panel antennas is not included in the prices shown herein and is the
          responsibility of Customer.

     6.3  Customer shall provide air time with local phone numbers at no charge
          and/or a reasonable number of test mobiles at no charge if required by
          Supplier for completion of services including Installation,
          Commissioning and Optimization of the Product.

     6.4  Site surveys must be completed to determine the final Product
          configurations and to complete the scope of work. If upon completion
          of the site survey and scope of work, it is determined that the
          Product requirements have changed, Supplier shall notify Customer with
          a written proposal for changes to the Purchase Order.

     6.5  Customer shall provide safe and secure access to the sites for
          Supplier's employees during the performance of Services. Customer
          shall make each site available to Supplier during a mutually agreed
          upon period of time.

     6.6  Customer is responsible for maintaining proper site environmental
          conditions and proper grounding of Supplier's equipment including
          proper lightening protection.

     6.7  Customer shall provide, at Supplier's reasonable request, cell site
          data necessary for the performance of Services including database
          information, baseline network statistics, call traffic and performance
          levels and revisions levels of cell site infrastructure hardware and
          software. All such information provided by Customer shall be treated
          as confidential Information in accordance with this Agreement.

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     6.8  If performance of Services by Supplier is delayed for reasons beyond
          the control of Supplier, or if additional Services are required by
          Customer, the prices for Services shown herein may be adjusted
          accordingly.

     6.9  Performance of the Services set forth herein is dependent on Customer
          and/or Supplier obtaining any and all necessary licenses, permits and
          governmental approvals required to perform the Service. Supplier shall
          not be held liable for any non-performance due to delays in obtaining
          any of the above documentation and/or approvals.


                                      -4-



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7.   [***]

     The prices shown in this Exhibit A are given in consideration of Customer's
[*] set forth in this Section 7.

[***]

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Region #9

[***]

                                      -6-

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                                   Exhibit B

                           Commissioning Certificate

================================================================================

                           Commissioning Certificate

IN WITNESS WHEROF, Metawave Communications Corporation and Customer certify that
the following tests have been performed with the indicated results.

--------------------------------------------------------------------------------
                                                            Not          See
    Tests Performed                 Passed     Failed    Applicable    Comments
--------------------------------------------------------------------------------
         [***]                       [_]        [_]         [_]          [_]
--------------------------------------------------------------------------------
         [***]                       [_]        [_]         [_]          [_]
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         [***]                       [_]        [_]         [_]          [_]
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         [***]                       [_]        [_]         [_]          [_]
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         [***]                       [_]        [_]         [_]          [_]
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         [***]                       [_]        [_]         [_]          [_]
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         [***]                       [_]        [_]         [_]          [_]
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         [***]                       [_]        [_]         [_]          [_]
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IN WITNESS WHEREOF, Metawave Communications Corporation and Customer certify
that the Products and Services have been accepted at the following cell Site(s)
on the following date in accordance with the terms and conditions set forth in
the Purchase Agreement dated _________________ between Metawave and Customer.

Cell Site Name & Identification                           Date:
                                ------------------------       -----------------
Purchase Order:
               -----------------

Metawave Communications Corporation     Grupo IUSACELL S.A. de C.V.

By:                                     By:
    ----------------------------------     -------------------------------------

Name:                                   Name:
     ---------------------------------       -----------------------------------

Title:                                  Title:
      --------------------------------        ----------------------------------

Date:                                   Date:
     ---------------------------------       -----------------------------------

                                   Comments

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


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[***]


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                                   Exhibit C


                          Product Maintenance Program












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1.   INTRODUCTION

     Seller's product maintenance program includes both a Hardware Maintenance
     Program (HMP) and a Software Maintenance Program (SMP). This document
     describes each of the two programs.

2.   HARDWARE MAINTENANCE PROGRAM (HMP)

     Seller repairs its Product(s) down to the Field Replaceable Unit (FRU).  In
     this Exhibit C, the term hardware refers to the non-Software components
     making up a FRU. The following describes Seller's Hardware Maintenance
     Program ("HMP"):

     2.1. Term

          21.1.  Seller's HMP is included in the Purchase Price of each Product
                 purchased by Customer and shall extend throughout the duration
                 of the Warranty Period, as set forth in the Warranty Section of
                 the Agreement (the "Initial HMP"). Hardware repair services are
                 made available to Customer for a period of [***] from the date
                 Product is shipped from Seller's factory to Customer. Following
                 the expiration of the Initial HMP, Customer has a choice of (i)
                 subscribing to Seller's HMP on an annual basis pursuant to the
                 terms herein and at the HMP fees set forth in Exhibit A
                 ("Extended HMP") for the duration of the term of the Agreement
                 and thereafter at Seller's then current HMP fees, or (ii)
                 having defective FRUs repaired or replaced with refurbished
                 FRUs at Seller's then current repair rates.

     2.2. Seller shall:

          2.2.1.  If a defect occurs, either (i) repair the defective FRU or
                  (ii) replace said FRU with a new or refurbished FRU. Any item
                  replaced will be deemed to be on an exchange basis, and any
                  item retained by Seller through replacement will become the
                  property of Seller.

          2.2.2.  FRUs that have been repaired or replaced will be warranted for
                  a period of time which is the longer of (i) [***] from the
                  date of shipment of FRU to Customer or (ii) [***].

          2.2.3.  At the request of Customer and if an emergency situation
                  exists and requires an expedited shipment, Seller shall ship a
                  replacement FRU in advance of Customer returning the defective
                  FRU to Seller.

          2.2.4.  In a non-emergency situation, Seller shall ship a repaired or
                  replacement FRU to Customer within [***] days of receipt of a
                  defective FRU from Customer. Equipment not manufactured by
                  Seller will be repaired or replaced as promptly as
                  arrangements with the manufacturers or vendors thereof permit.

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          2.2.5.  Issue a Return Material Authorization ("RMA") number to
                  Customer prior to Customer's return of the defective FRU.

          2.2.6.  Pay all transportation charges for the return of the repaired
                  or replacement FRU to Customer.

          2.2.7.  Provide telephone technical support 24 hours a day, 7 days a
                  week with a telephone call-back response time to Customer not
                  to exceed one hour from Customer's call to Customer Support.

     2.3. Customer shall:

          2.3.1.  Contact Seller via telephone, e-mail or fax to obtain an RMA
                  prior to returning a defective FRU.

          2.3.2.  Package FRU in a manner to prevent damage during shipment and
                  clearly identify RMA number on outside of package.

          2.3.3.  Ship the defective FRU to the address shown in Annex A to this
                  exhibit.

          2.3.4.  Pay all costs of transportation for sending the defective FRU
                  to Seller.

          2.3.5.  If Seller has shipped a replacement FRU in advance of Customer
                  returning a defective FRU to Seller, as a result of an
                  emergency situation that required an expedited shipment,
                  Customer agrees to provide confirmation of shipment of such
                  defective FRU, freight prepaid, to Seller (at address shown in
                  Annex A to this exhibit) within 5 days of Seller's shipment of
                  replacement FRU. Customer agrees to promptly pay Seller's
                  invoice for the replacement FRU (billed at the then current
                  FRU price) shipped to Customer if the defective FRU is not
                  returned to Seller within the specified 5 day period.

          2.3.6.  Be responsible for the initial identification of Product
                  problems down to the FRU level and for the removal, shipment
                  and re-installation of the malfunctioning FRU.

     2.4. On-Site Repair

          On-Site Repair can be performed at an additional charge. Such charge
          will be quoted to Customer and agreed upon in writing prior to
          dispatch of service personnel.

     2.5. Service Limitations

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          2.5.1.  Seller shall have no responsibility to repair or replace FRUs
                  which have been repaired or altered in an unauthorized manner
                  or which have had the bar code, serial number, or other
                  identifying mark modified, removed or obliterated through
                  action or inaction of Customer.

          2.5.2.  In the event that Customer sends a FRU to Seller for which no
                  defects or failures can be found, Seller may invoice Customer
                  at the then current fee for the services rendered during the
                  evaluation process.

3.   SOFTWARE MAINTENANCE PROGRAM (SMP)

     The following describes Seller's SMP:

     3.1. Definitions Terms which are capitalized have the meanings set forth
          below or, absent definition herein, as contained in the Agreement.

     Feature          An innovation or performance improvement to Software that
                      is made available to all users of the current Software
                      release. Features are licensed to Customer individually
                      and may be at additional cost.

     Major Release    Indicates a new version of Software that adds new Features
                      (excluding Optional Features) or major enhancements to the
                      currently existing release of Software.

     Point Release    Indicates a modification to Software resulting from
                      planned revisions to the current release, or corrections
                      and/or fixes to the current release of Software.

     Software Patch   Software that corrects or removes a reproducible anomaly
                      or "bug" in an existing Major Release.

     3.2. Term

          3.2.1.  Seller's SMP is included in the Purchase Price of each Product
                  purchased by Customer and shall extend throughout the duration
                  of the Warranty Period, as set forth in the Warranty Section
                  of the Agreement (the "Initial SMP Term"). Thereafter, SMP is
                  provided by Seller to Customer pursuant to the terms herein
                  and is included in the SMP fees set forth in Exhibit A for a
                  period of 12 months. Any Software provided to Customer during
                  the term of the SMP will be provided pursuant to Seller's
                  Software License as set forth in the Software License exhibit
                  of the Purchase Agreement.

     3.3. Scope

                                      -4-

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          3.3.1.  During the term of SMP, all Major Releases, Point Releases,
                  Software Patches and standard Features made generally
                  available by Seller shall be available to Customer at no
                  additional charge. Customer shall install such Software
                  promptly upon receipt.

          3.3.2.  Optional Features and certain significant enhancements shall
                  be made available to Customer at an additional charge.

          3.3.3   Certain optional Features shall be sold on a per-unit basis
                  and may have price levels that reflect unit capacity.

          3.3.4   Customer will be responsible for problem identification of
                  reproducible Software malfunctions. In the event of any such
                  Software malfunction, Customer shall notify Seller promptly of
                  the failure through calling Seller's Customer Support.

          3.3.5   Seller shall provide, at a Seller authorized repair depot,
                  such service as is necessary to correct Software defects. Such
                  service will be provided by Seller as soon as is possible and
                  on a priority basis according to the severity of the problem.

          3.3.6.  Seller shall provide telephone technical support 24-hour a
                  day, 7 days a week with a telephone call-back response time to
                  Customer not to exceed one hour from Customer's call to
                  Customer Support. Additionally, Seller shall provide telephone
                  assistance and guidance during the installation of new
                  Software.

          3.3.7.  Seller shall support the current Major Release and associated
                  Point Releases and Features as well as the immediately
                  preceding Major Release and associated Point Releases and
                  Features.

          3.3.8.  Seller shall have no obligation to support any Software that
                  is older than the immediately preceding Major Release.
                  However, any support provided by Seller for Software older
                  than the immediately preceding Major Release and associated
                  Point Releases and Features shall be on a time and material
                  basis. An open purchase order will be required before any such
                  services are rendered.

          3.3.9.  Seller shall perform its services hereunder in a good
                  workmanlike manner and in accordance with industry standards
                  where applicable.

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<PAGE>

          Annex A: Procedures for Metawave's Hardware Maintenance Program

A.   Metawave's Customer Support Customer Support

     Customer Support can be reached by call the following numbers:

     Domestic phone:         888-642-2455

     International phone:    425-702-6550

     Fax:                    425 702 5975

     Email:                  support@metawave.com

B.   Return Material Authorization (RMA)

     Customer must contact Customer Support via telephone, e-mail or fax to
     obtain a Return Material Authorization (RMA) number.  Seller may return
     shipments without a RMA number to the Customer unrepaired and at Customer's
     expense.

     The RMA number must be clearly written on the outside of the package.

     A RMA number will not be issued until a purchase order is provided for the
     repair price for those items not covered under warranty.

C.   Return Address

     All Field Replaceable Units (FRUs) must be shipped to:

     Metawave Communications Corporation

     10735 Willows Road N.E.

     Redmond, WA 98073-9769 USA

D.   Packing Instructions

     Customer must pack all returned equipment in a manner no less protective to
     such equipment than the manner in which Seller packages similar equipment.

E.   Repair Purchase Orders

     Repair purchase orders are required in the following instances:

     1.   When Customer returns out of warranty FRUs for repair.

     2.   When Seller sends pre-exchange FRU to Customer prior to the defective
          FRU being received by Seller, and if defective FRU is not received
          within five (5) days of shipment of replacement FRU.

     Under these circumstances, a facsimile copy of the purchase order may be
     transmitted to Seller and followed-up by a confirming hard copy in the
     mail.

F.   Expedited Service

     In an emergency situation that requires an expedited shipment, Seller
     offers Expedite Services upon Customer's request at no additional charge
     except that Customer shall pay for additional expedited freight charges, if
     any. If the HMP




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     has expired, such expedite service will carry an additional fee of $300
     plus freight charges (plus the price of FRU if out of warranty) per FRU.

G.   Invoices and Payment

     Invoices are payable in accordance with the terms of the Agreement.  If
     pre-exchanged FRU's are not returned by Customer to Seller within five (5)
     days then Seller shall invoice Customer for the amount of the exchanged
     FRU's.

H.   Freight

     FRUs covered under Initial HMP or Extended HMP:

     Customer shall ship the FRU to Seller on a prepaid basis and Seller will
     return the FRU to Customer on a prepaid basis, not billing Customer for
     return freight.

     FRUs out of Warranty:

     Customer shall ship the FRU to Seller on a prepaid basis and Seller will
     utilize the  freight carrier number furnished by Customer for return
     freight.

I.   Duties and Taxes

     All duties, customs clearance fees and any and all taxes will be the
     responsibility of the Customer.

J.   Non-compliance

Failure to comply with any of the procedures may result in delay or non-delivery
of the FRUs.

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                                   Exhibit D


                               Software License









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1.   DEFINITIONS

     For the purposes of uniformity and brevity, references to Agreement or to
     an Exhibit shall refer to the Agreement that this document is attached as
     Exhibit D and to the other Exhibits to that Agreement. All definitions set
     forth in the Agreement shall apply hereto unless otherwise expressly
     defined herein.

2.   SCOPE

     Pursuant to the Agreement, Software will be delivered by Seller to Customer
     for use with a Product according to the terms of the Agreement and this
     Exhibit. Customer shall then become a licensee with respect to such
     Software.

3.   LICENSING GRANT

     3.1. Concurrent with execution of the Agreement, and subject to the terms
          and conditions set forth herein, Seller grants to Customer a
          revocable, non-exclusive and non-transferable license under Seller's
          applicable proprietary rights to use Software delivered to Customer
          hereunder to routinely operate and monitor the Product with which the
          Software was delivered.

     3.2. The Software licensing fees for the most current versions of the
          Software including the Embedded System Software and LampLighter
          Software (available at the time of purchase of a Product) are included
          in the Purchase Price of a Product.  Software Updates are available
          under the Software Maintenance Program described in Exhibit C or for
          additional licensing fees.

4.   LIMITATIONS ON USE OF SOFTWARE

     4.1. Without the prior written consent of Seller, Customer shall only use
          the Software in conjunction with a single Product delivered to
          Customer under the terms of the Agreement.

     4.2. The license granted to Customer in Section 3 may not be transferred to
          another Product or Site or another entity without the written consent
          of Seller.

     4.3. The Software is subject to laws protecting patents, trade secrets,
          know-how, confidentiality and copyright.

     4.4. Customer shall not translate, modify, adapt, decompile, disassemble,
          or reverse engineer the Software or any portion thereof.

     4.5. Unless otherwise expressly agreed to by Seller, Customer shall not
          permit its directors, officers, employees or any other person under
          its direct or indirect control, to write, develop, produce, sell, or
          license any software that performs the same functions as the Software
          by means directly attributable to access to the Software (e.g. reverse
          engineering or copying).


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     4.6. Customer shall not export the Software from the United States without
          the written permission of Seller. If written permission is granted for
          export of the Software, then Customer shall comply with all U.S. laws
          and regulations for such exports and shall hold Seller harmless,
          including legal fees and expenses for any violation or attempted
          violation of the U.S. export laws.

     4.7. Customer acknowledges that Seller owns the Software and that any
          rights therein not specifically granted in this License are the
          exclusive property of Seller.

5.   RIGHT TO COPY, PROTECTION AND SECURITY

     5.1. Software provided hereunder may be copied (for back-up purposes and
          disaster recovery only) in whole or in part, in printed or machine-
          readable form for Customer's internal use only, provided, however,
          that no more than two (2) printed copies and two (2) machine-readable
          copies (other than copies electronically resident in Products) shall
          be in existence at any one time `Without the prior written consent of
          Seller.

     5.2. With reference to any copyright notice of Seller associated with
          Software, Customer agrees to include the same on all copies it makes
          in whole or in part. Seller's copyright notice may appear in any of
          several forms, including machine-readable form. Use of a copyright
          notice on the Software does not imply that such has been published or
          otherwise made generally available to the public.

     5.3. Customer agrees to keep confidential, in accordance with the terms of
          the Agreement or a non-disclosure agreement signed by the parties, and
          not provide or otherwise make available in any form any Software or
          its contents, or any portion thereof, or any documentation pertaining
          to the Software, to any person other than employees of Customer or
          Seller.

     5.4. Software is the sole and exclusive property of Seller and no title or
          ownership rights to the Software or any of its parts, including
          documentation, is transferred to Customer.

     5.5. Customer acknowledges that it is the responsibility of Customer to
          take all reasonable measures to safeguard Software and to prevent its
          unauthorized use or duplication.

6.   REMEDIES

     Customer acknowledges that violation of the terms of this License Agreement
     or the Agreement shall cause Seller irreparable harm for which monetary
     damages may be inadequate, and Customer agrees that Seller may, in addition
     to any other legal or equitable remedy, seek temporary or permanent
     injunctive relief without the need to prove actual harm in order to protect
     Seller's interests.

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7.   TERM

     Unless otherwise terminated, pursuant to Section 8 hereof, the term of the
     license granted pursuant to Section 3 herein shall be perpetual.

8.   TERMINATION

     8.1. The license granted hereunder may be terminated by Customer upon one
          (1) month's prior written notice.

     8.2. Seller may terminate the license granted hereunder if Customer is in
          material default of any of the terms and conditions of this Software
          License and such termination shall be effective if Customer fails to
          correct such default within thirty (30) days after written notice
          thereof by Seller. The provisions of Sections 4 and 5 herein shall
          survive termination of any such license.

     8.3. Within one (1) month after termination of the license granted
          hereunder, Customer shall furnish to Seller a document certifying that
          through its best efforts and to the best of its knowledge, the
          original and all copies in whole or in part of all Software, in any
          form, including any copy in an updated work, have been returned to
          Seller or destroyed. With prior written consent from Seller, Customer
          may retain one (1) copy for archival purposes only.

9.   RIGHTS OF THE PARTIES

     9.1. Nothing contained herein shall be deemed to grant, either directly or
          by implication, estoppel, or otherwise, any license under any patents,
          patent applications or copyrights of Seller except as expressly
          granted herein.

     9.2. Rights in programs or operating systems of third parties, if any, are
          further limited by their license agreements with such third parties,
          which agreements are hereby incorporated by reference thereto and made
          a part hereof as if fully set forth herein. Customer agrees to abide
          thereby.

     9.3. During the term of the license granted pursuant to Section 3 herein
          and for a period of one (1) year after expiration or termination,
          Seller, and where applicable, its licenser(s), or their
          representatives may, upon prior notice to Customer, a) inspect the
          files, computer processors, equipment, facilities and premises of
          Customer during normal working hours to verify Customer's compliance
          with this Software License, and b) while conducting such inspection,
          copy and/or retain all Software, including the medium on which it is
          stored and all documentation that Customer may possess in violation of
          the license or the Agreement.

     9.4. Customer acknowledges that the provisions of this Exhibit D are
          intended to inure to the benefit of Seller and its licensors and their
          respective successors in interest.

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          Customer acknowledges that Seller or its licensers have the right to
          enforce these provisions against Customer, whether in Seller's or its
          licenser's name.







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10.  LIMITATIONS ON SOFTWARE

     Customer understands that errors occur in Software and Seller makes no
     warranty that the Software will perform without error. Customer accepts the
     Software "as is" subject to the warranty set forth in Section 7 of the
     Agreement.

11.  YEAR 2000 WARRANTY

     In addition to the warranties contained in Section 7 of the Agreement,
     Seller warrants, covenants and agrees that the Software will perform,
     operate and function when used in accordance with its associated
     documentation, and will be capable upon Commissioning to accurately
     process, provide and/or receive date data from, into and between the
     twentieth and twenty-first centuries, including the years 1999 and 2000,
     and leap year calculations, provided that all other products (e.g.
     hardware, software and firmware) used in combination with the Products(s)
     properly exchanges date data with it.

12.  ENTIRE UNDERSTANDING

     12.1.  This Exhibit D is a part of, and is to be read together with, the
            Agreement which contains additional terms and conditions, warranties
            and indemnities applicable to the Software.

     12.2.  Notwithstanding anything to the contrary in other agreements,
            purchase orders or order acknowledgments, the Agreement, the
            Software specifications set forth in the Products specifications and
            this Exhibit D set forth the entire understanding and obligations
            regarding use of Software, implied or expressed.

                                      -6-

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                                   Exhibit E


                         Engineering and Optimization

                                   Procedure












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Introduction

This exhibit establishes the Performance Criteria and Procedure to be used for
the Engineering and Optimization for the Products ("Product" shall mean Seller's
SpotLight 2000 product). The Engineering and Optimization Procedure consists of
[***].  The Engineering and Optimization Procedure consists of separate
activities for analog and CDMA consisting of:

     .  Product Configuration Planning
     .  Measurement Process
     .  Baseline Performance Collection
     .  Product Optimization
     .  Performance Collection and
        Evaluation

Completion of the Engineering and Optimization of a SpotLight shall be indicated
by [***] found at the end of this Exhibit E.

Product Configuration Planning

In order for Customer and Seller to configure the Product, Customer must provide
the following specific cell site information for all current and planned sites
in the area of Customer's network where Product is to be installed. The
information is required for all sites regardless of whether the SpotLight
Product is to be installed in that particular site, unless specifically
designated as "Required for Product sites only" in the list below, which
indicates that the information is required only for sites where Product is to be
installed.

[***]

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Measurement Process

The collection and measurement process described in this section will be
followed during both the Baseline Performance Collection and the Performance
Collection and Evaluation.  Drive test route(s), drive test equipment, data to
be collected during drive tests, number of runs per drive test route and
frequency of data sampling all must be agreed to by Customer and Seller prior to
beginning the Measurement Process.

Information discovered in the drive tests and information that must be provided
by customer and included in both the Baseline Performance Collection and the
Performance Collection and Evaluation include but are not limited to:

[***]

In addition to collecting the above information, switch statistics from the
previous year must be analyzed to determine if adjustments due to seasonal
variation between the baseline data collection phase and the Product data
collection phase need to be made.  Customer must provide either the actual
switch statistics or summaries of seasonal statistical traffic trends.

Customer must provide a log of all system changes during both the Baseline
Performance Collection phase and the Performance Collection and Evaluation
phase, recording the occurrences of such events as cell site additions,
frequency re-tunes, outages, etc.  Customer must collect the switch statistics
and provide them to Metawave on a daily basis.

The calculation for Lost Calls Percentage and Ineffective Attempts Percentage
will be calculated using the following equations unless otherwise agreed to by
Seller and Customer:

[***]

[***]


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Baseline Performance Collection

Using the procedure set forth in the Measurement Process section of this
exhibit, Customer and Seller will perform drive tests to determine the current
performance characteristics of the existing CDMA and analog networks.  Customer
and Seller must agree in writing as to the validity of baseline switch statistic
data and drive test data.

The duration of the baseline sampling time period shall be mutually agreed upon.
[***].  Switch statistics collected during the baseline sampling time period
will include both daily summaries (excluding maintenance windows) and system
busy hour summaries.

Product Optimization

     Optimization consists of adjusting any necessary parameters in the Product,
     switch or cell site parameters. Drive testing data and switch statistics
     will be used to monitor the performance of the system. Product optimization
     will be performed by Seller with assistance as required by Customer.
     Optimization may include up to three iterations of CDMA Sector Synthesis,
     the number of which will be determined by evaluating cell site performance
     statistics. Seller and Customer will jointly determine when the Product has
     been properly optimized including cell site footprint and any modifications
     to the footprint agreed to by Customer and Seller.

Performance Collection and Evaluation

     Switch Statistic Collection

     Switch statistics will be collected and analyzed using the method defined
     in Measurement Process phase. The duration of the Performance Collection
     and Evaluation sampling time period shall be at [***] and shall not exceed
     [***] and shall constitute the Performance Evaluation Period. The
     Performance Collection and Evaluation shall occur immediately after
     completing Product Optimization. Customer agrees to collect the switch
     statistics and provide them to Metawave on a daily basis.

     Performance Criteria

     The Performance Criteria is as follows:

     .  [***]

     .  [***]

     .  [***]

     .  [***]

     In addition to the above paragraph, the Product [***].

     Adjacent Cell Impacts

     The parties agree to monitor adjacent non-Product cell sites when
     collecting data for the Lost Call Percentage. Such data will be considered
     in Performance of the Products. [***]

     Effects from Increased Traffic

     Significant traffic level increases from baseline to Performance Evaluation
     may affect Lost Call Percentages [***]

     Anomalous Data

     [***]

Seller Responsibilities

     During the Performance Collection and Evaluation, Seller agrees to furnish
     sufficient resources to perform the tests and activities as outlined in
     this exhibit and in the time frames established between Customer and
     Seller. The results of the Performance Collection and Evaluation will be
     recorded by Seller and presented to Customer in a written format prior to
     Customer signing the Engineering and Optimization certificate.

Customer Responsibilities

     During the Baseline Performance Collection, Product Optimization and
     Performance Collection and Evaluation, [***]

     Customer will provide sufficient network resources [***] so that system
     performance will not degrade due [***]

     During the Baseline Performance Collection, Product Optimization and
     Performance Collection and Evaluation, Customer shall perform standard
     maintenance on all network equipment for the cells in Customer's network
     where Product is to be installed. [***] These logs should contain any
     performance affecting [***]

     Seller will provide sufficient human resources for the deployment of the
     Product and to complete Engineering and Optimization Certificate.

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                                        Engineering and Optimization Certificate
================================================================================

                   Engineering and Optimization Certificate

IN WITNESS WHEROF, Metawave Communications Corporation and Customer certify that
the following activities have been performed and completed.

--------------------------------------------------------------------------------
    Tests Performed       Passed      Failed      Complete       See Comments
--------------------------------------------------------------------------------
        [***]                                       [_]               [_]
--------------------------------------------------------------------------------
        [***]                                       [_]               [_]
--------------------------------------------------------------------------------
        [***]              [_]         [_]                            [_]
--------------------------------------------------------------------------------
        [***]              [_]         [_]                            [_]
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        [***]              [_]         [_]                            [_]
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        [***]              [_]         [_]                            [_]
--------------------------------------------------------------------------------

IN WITNESS WHEREOF, Metawave Communications Corporation and Customer certify
that the Engineering and Optimization activities listed above have been
completed passed testing for the Products and Services at the following cell
Site(s) on the following date in accordance with the terms and conditions set
forth in the Purchase Agreement dated ____________________ between Metawave and
Customer.

Cell Site Name & Identification                     Date:
                               ------------------        -----------------------
Purchase Order:
               ------------------

Metawave Communications Corporation      Grupo IUSACELL S.A. de C.V.

By:                                      By:
   -----------------------------------      ------------------------------------

Name:                                    Name:
     ---------------------------------        ----------------------------------

Title:                                   Title:
      --------------------------------         ---------------------------------

Date:                                    Date:
     ---------------------------------        ----------------------------------

                                   Comments


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                                      -6-

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