<PAGE>   1

  Confidential materials submitted and filed separately with the Securities and
  Exchange Commission. Asterisk denotes omissions.

                                                                    Exhibit 10.2






                               ALLIANCE AGREEMENT

This is an Alliance Agreement ("Agreement"), effective November 5, 1998 (the
"Effective Date") by and between Lucent Technologies Inc. ("Lucent"), a
corporation organized and existing under the laws of the State of Delaware,
United States of America ("US"), and having an office at 67 Whippany Road,
Whippany, NJ, 07981, US, and TeleCommunication Systems, Inc., ("Company"), a
corporation organized and existing under the laws of Maryland and having an
office at 275 West Street, Suite 400, Annapolis, MD 21401. Each of the foregoing
entities shall be deemed a "Party" and collectively, the "Parties".

                                    RECITALS

         WHEREAS, Lucent is in the business of designing, developing,
manufacturing, selling, installing, and licensing wireless network equipment and
software for the operation of wireless communications systems on a worldwide
basis; and

         WHEREAS, Company is in the business of manufacturing and distributing
certain products that may be useful to Lucent customers who have purchased or
may purchase Lucent's wireless network equipment or software; and

         WHEREAS, Lucent desires to have an arrangement with Company pursuant to
which Lucent may *, and Company is willing to enter into such an arrangement;

         NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein and for other good and valuable considerations, the receipt and
sufficiency of which are hereby mutually acknowledged, the parties hereto agree
as follows:

                                    AGREEMENT

1.0 HEADINGS AND DEFINITIONS

1.1 All headings used in this Agreement are inserted for convenience only and
are not intended to affect the meaning or interpretation of this Agreement or
any Article or section. For the purpose of this Agreement, the following
definitions will apply:

         (a)  "Advertising" means all advertising, sales promotion, press
              releases, and other publicity matters relating to this Agreement
              or any performance under this Agreement;

         (b)  "Affiliate" of a corporation means its Subsidiaries, any company
              of which it is a Subsidiary, and other Subsidiaries of such
              company;

         (c)  "Collateral Material" means data sheets, applications briefs,
              presentation brochures and other advertising or promotional
              materials that are not designated as confidential by Company and
              are distributed in the normal course of business to assist in the
              marketing of Products;

         (d)  "Documentation" means all technical, repair, marketing and end
              user documentation that is designated as confidential by Company
              and usually made available by Company to its customers or
              potential customers, subject to Non-Disclosure obligations, to
              inform or instruct its customers in the description, features and
              function, installation, operation and maintenance of Products;

                  Lucent - Company Proprietary and Confidential
                     Use Pursuant to Applicable Instructions

* Confidential materials submitted and filed separately with the Securities and
  Exchange Commission. Asterisk denotes omissions.
<PAGE>   2
                                      -2-


         (e)  "Exhibits" means the documents attached hereto and incorporated by
              this reference, as they may be amended from time to time by
              written agreement of the Parties. Exhibits include, without
              limitation, the following:

                   Exhibit A - Product Description and List Price Information
                   Exhibit B - Product Specifications
                   Exhibit C - Restricted Company Account(s) and Registered
                               Lucent Account(s) Matrix
                   Exhibit D - Sales Referral Procedure
                   Exhibit E - Commission Percentage

         (f)  "Force Majeure" means fires, strikes, riots, embargoes,
              explosions, earthquakes, floods, wars, water, the elements, labor
              disputes, government requirements, civil or military authorities,
              acts of God or by the public enemy, inability to secure raw
              materials or transportation facilities, acts or omissions of
              carriers or suppliers, or other causes beyond a Party's control
              whether or not similar to the foregoing;

         (g)  "Information" means any specifications, designs, plans, drawings,
              software, data, prototypes, business and/or technical information
              in whatever form recorded or unrecorded.

         (h)  "Lucent Customer(s)" means individually or collectively, as
              applicable, all carriers, service providers, and operators of
              Wireless Network Equipment: (i) to whom Lucent has sold Lucent
              Wireless Network Equipment and to which customers desire to add
              Company's Product, (ii) who have issued a tender, bid request, or
              proposal request or similar request for vendor response to Lucent
              and not to Company, and Lucent's response may include Products or
              (iii) to whom Lucent may be submitting unsolicited proposals for
              Lucent Wireless Network Equipment and/or Products;

         (i)  "Lucent Customer Service Area" means a geographical area, as
              defined by a Lucent Customer, in which the Lucent Customer has
              been authorized to operate Wireless Network Equipment, and in
              which the Lucent Customer is using Lucent Wireless Network
              Equipment. At any specific time a Lucent Customer may operate in
              more than one such area, not all of which are equipped with Lucent
              Wireless Network Equipment;

         (j)  "Products" means, collectively, Company's hardware and/or software
              which is(are) the subject of this Agreement and identified in
              Exhibit A, as it may exist from time to time, whether or not such
              hardware and/or software is provided as part of a service; and
              shall also mean Company's provision of systems integration
              services, systems development services, and other related types of
              services, including but not limited to bringing together business
              hardware and software programs with Lucent technology and/or
              non-Lucent customer technology and/or other various hardware
              and/or software packages, whether or not such hardware or software
              is manufactured, owned, or licensed by Company;

         (k)  "Product Specifications" means those specifications for Products
              set forth in Exhibit B, as it may exist from time to time;

         (1)  "Registered Lucent Account(s)" means those Lucent Customers or
              Lucent Customer Service Areas which have been referred to and
              accepted by Company as provided in Article 3.0. SCOPE OF
              AGREEMENT/IDENTIFICATION OF ACCOUNTS, of this Agreement. A
              Registered Lucent Account(s) List will be created and updated by
              Lucent and Company during the term of this Agreement. The initial
              list of Registered Lucent Account(s), if any, is set forth on
              Exhibit C. Additions and deletions will be made to the Registered
              Lucent Account(s) List from time to time in writing by mutual
              agreement of Lucent and Company, to maintain currency of such
              list;

                  Lucent - Company Proprietary and Confidential
                     Use Pursuant to Applicable Instructions

* Confidential Material Submitted and filed separately with the Securities and
  Exchange Commission. Asterisk denotes omissions.
<PAGE>   3
                                      -3-


         (m)  "Restricted Company Account(s)" means *. A Restricted
              Company Account(s) List will be maintained by Lucent and Company
              during the term of this Agreement. The initial list of Restricted
              Company Account(s), if any, is set forth on Exhibit C. Additions
              and deletions will be made to the Restricted Company Account(s)
              from time to time in writing by mutual agreement of Lucent and
              Company, to maintain currency of such list;

         (n)  "Subsidiary" of a company means a corporation the majority of
              whose shares or other securities entitled to vote for election of
              directors is now or hereafter owned or controlled by such company
              either directly or indirectly; but any such corporation shall be
              deemed to be a Subsidiary of such company only as long as such
              ownership or control exists; and

         (o)  "Wireless Network Equipment" means equipment and/or software,
              typically involving, but not necessarily so, switching equipment
              and cell site radio equipment, used by providers of
              telecommunications services, as authorized by the responsible
              governmental agency, to furnish to the public those wireless
              services generally described as cellular services and personal
              communications services (but not fixed wireless or wireless access
              services) utilizing any one or more of the technologies currently
              known as analog, Code Division Multiple Access, Time Division
              Multiple Access, Cellular Digital Packet Data and other
              technologies as they may, from time to time, be utilized to
              provide such services to the public, but not the technology known
              as Global Systems Mobile Communications.

2.0 TERM OF AGREEMENT

2.1 This Agreement shall be effective on the date written above and, except as
otherwise provided herein, shall continue in effect for a term of forty-two(42)
months or until (a) earlier terminated pursuant to the terms hereof, or (b)
extended or superseded by an amendment to this Agreement or a subsequent written
agreement mutually agreed upon by the Parties. Notwithstanding any such
expiration or termination, Lucent shall be entitled commissions to the full
extent set forth herein with respect to transfers of Products by Company to
Registered Lucent Accounts referred by Lucent and accepted by Company pursuant
to the terms of this Agreement prior to the effectiveness of such expiration or
termination.

3.0 SCOPE OF AGREEMENT/IDENTIFICATION OF ACCOUNTS

3.1 This Agreement is not intended to establish an exclusive relationship.
Nothing in this Agreement shall be construed as limiting, in any manner,
Company's marketing or distribution activities or its appointment of other
dealers, distributors, licensees or agents, provided that in engaging in such
activities or appointments, Company and its other dealers, distributors,
licensees or agents do not violate Company's obligations to Lucent as set out in
this Agreement. Nothing in this Agreement shall be construed as limiting, in any
manner, Lucent's pursuit of, negotiation with, and establishment of sales
referral agreements or other arrangements with other companies, or to market its
own products or those of other third parties to Lucent Customers even though
such products may be comparable to Products. Company acknowledges that nothing
herein shall be deemed to bar Lucent from proposing to the same Lucent Customer,
at the same time that it is referring Products, the products of one or more
other suppliers, including Lucent. Company further acknowledges that Lucent
markets through its own sales personnel and through its Affiliates and that the
right of Lucent to refer Lucent Customers to Company, and to receive sales
referral commissions in respect of transfers of Products to Registered Lucent
Accounts, as set out in Article 6.0. COMMISSION, shall apply to Lucent and such
Affiliates. As used herein, the term Lucent shall include such Affiliates unless
the context otherwise requires.

3.2 Lucent has the right to market its Wireless Network Equipment worldwide. In
the course of such marketing, Lucent may identify Lucent Customers as sales
opportunities for Products. When Lucent sales teams have done so, they are
authorized to provide Lucent Customers with a high level product

                  Lucent - Company Proprietary and Confidential
                     Use Pursuant to Applicable Instructions


* Confidential Material Submitted and filed separately with the Securities and
  Exchange Commission. Asterisk denotes omissions.
<PAGE>   4
                                      -4-


description of and Collateral Material for such Products. Either prior to or
after providing such description, Lucent may refer Lucent Customers to Company
as specified in Exhibit D. Each Lucent Customer referred to Company and accepted
by Company pursuant to such procedure shall, to the extent of such acceptance,
become a Registered Lucent Account.

3.3 Notwithstanding the provisions above, Company shall either accept or reject
each referral of a Lucent Customer or Lucent Customer Service Area within five
(5) business days, stating its reason(s) therefor. Reasons for rejection of a
Lucent Customer referral may include, but are not limited to:

         (a)  the Lucent Customer or Lucent Customer Service Area is a
              Restricted Company Account;

         (b)  the Lucent Customer's financial status is unacceptable; and/or

         (c)  the product development requirements of the Lucent Customer will
              require extensive development by Company.

In the event Company rejects a Lucent Customer referral for reason (a) above,
Company will be able to pursue that account directly without Lucent's approval.
In the event Company rejects a Lucent Customer referral for any reason other
than (a) above, Company agrees it will not pursue that Lucent Customer directly
for a period of one (1) year after its rejection. In the event that Company does
not respond to Lucent within five (5) business days to accept or reject the
Lucent Customer referral, for purposes hereof it will be assumed that Company
has accepted the referral and the referred Lucent Customer or Lucent Customer
Service Area shall be deemed a Registered Lucent Account.

3.4 When requested by Lucent, and as mutually agreed, Company personnel shall
accompany Lucent's personnel on visits to Registered Lucent Accounts and provide
necessary materials to be used in Company's sales and technical presentations to
such customers, and otherwise take affirmative steps intended to cause such
customers to purchase Products.

3.5 In the event that the parties shall mutually agree that a Registered Lucent
Account should no longer be considered such, effective with the date of such
agreement, the Lucent Customer or Lucent Customer Service Area involved shall no
longer be deemed a Registered Lucent Account and Company will then, at its sole
discretion, be able to pursue that account directly or through another
distribution channel without owing any commission or other such payments to
Lucent, provided, however, that nothing herein shall be deemed to excuse
Company's obligation under Article 6.0, COMMISSION to pay commissions in respect
of Products or additional growth, upgrades and new features furnished by Company
for Products transferred to the Lucent Customer or Lucent Customer Service Area
pursuant to arrangements entered into prior to the time the Lucent Customer or
Lucent Customer Service Area ceases to be a Registered Lucent Account.

4.0 RELATIONSHIP OF THE PARTIES

4.1 The relationship of the Parties under this Agreement shall be and at all
times remain one of a referral sales agreement for the purpose of providing
Lucent Customers, at their discretion, with an integrated application solution.
Each Party shall employ its own personnel and shall be solely responsible for
their acts and be responsible for payment of all unemployment, Social Security,
and other payroll taxes, including contributions required by law.

4.2 No director, officer, employee, consultant or agent of either Party hereto
or their respective Affiliates shall at any time be deemed to be a director,
officer, employee, consultant or agent of the other Party for any purpose
whatsoever, and the Parties shall use commercially reasonable efforts to prevent
any such misrepresentation. Nothing in this Agreement shall be deemed to create
any joint venture, partnership, or principal-agent relationship between the
Company and Lucent, and neither Party shall hold itself out in its advertising
or in any other manner which would indicate any such relationship with the
other. Company shall at all times be considered an independent contractor for
the purposes of providing Products to Lucent's Customers.

5.0 LUCENT'S RESPONSIBILITIES


                  Lucent - Company Proprietary and Confidential
                     Use Pursuant to Applicable Instructions

* Confidential materials submitted and filed
  separately with the Securities and Exchange
  Commission. Asterisk denotes omissions.
<PAGE>   5
                                      -5-


5.1 Lucent shall be responsible for sales support to Company by providing access
to Registered Lucent Account teams for training and will coordinate and arrange
training sessions; for providing Lucent Customer lead generation and
introduction to Registered Lucent Account; and, when mutually agreed, for
providing consultation on bids and proposals. Lucent will provide a Relationship
Manager and Lucent representative(s) will participate in joint visits to
Registered Lucent Accounts, as and when mutually agreed. Upon Company's request,
Lucent will include Company's name in its Open Systems Innovations catalog, when
published.

6.0 COMMISSION

6.1 Company shall pay Lucent a commission (the "Commission") on all transfers
(including, but not limited to, sales, leases, and licenses) of Products (and
related services) to a Registered Lucent Account. The "Commission Percentage" is
defined in Exhibit E to this Agreement.

6.2 The Commission Percentage shall be applied to the Net Invoice Amount for
Product(s), including any additional growth, upgrades, new features, or
additional systems, and including all related engineering, installation, post
warranty support, enhanced warranty support, provided, however, that Company's
provision of post warranty support and enhanced warranty support exceed a 16%
profit margin, and any other associated services, but not including any sales or
use taxes, import duties, transportation, freight or shipping charges, ordered
by the Registered Lucent Account, for three (3) years from the date of the last
contract executed by Company with the Registered Lucent Account or purchase
order issued by such customer and accepted by Company during the term of this
Agreement. For the purpose of this Article, the term "Net Invoice Amount" means
the net amount billed by Company, after accounting for any applicable normal
discounts (but not credits or other adjustments for Company delays or other
faults, including liquidated or agreed damages).

6.3 Such Commission shall be paid within thirty (30) days after receipt of
payment by Company from the Registered Lucent Account.

7.0 PROPOSALS, CONTRACTS AND ORDERS

7.1 Company will provide to Lucent, at least five (5) business days prior to
such presentation, a copy of each sales proposal to be made by Company to any
Registered Lucent Account. Company will incorporate in its proposal any changes
reasonably requested by Lucent. Company will present the sales proposal directly
to the Registered Lucent Account.

7.2 When a Lucent Customer issues tenders, bid requests, or proposal requests to
Lucent and Lucent desires Company to assist in a response that includes
Products, Company will, if it has accepted or then accepts the Lucent Customer
or Lucent Customer Service Area as a Registered Lucent Account, provide
appropriate personnel and support to work cooperatively with Lucent in providing
proposals. Lucent personnel will take the leadership role in the preparation and
coordination of the response and will be responsible for that portion of the
proposal, if any, involving Lucent Wireless Network Equipment. Company will
assume responsibility for preparation of that portion of the response involving
Products.

7.3 Company will contract directly with Registered Lucent Accounts for the sale
of Products, including invoicing and collections, warranty support, post
warranty support, complete technical support, engineering and installation
services, growth on initial sales, product upgrades, etc., all subject to
Company's applicable charges or price quotation. For use by Lucent in
determining whether to refer Products to a Lucent Customer. Company shall keep
Lucent informed of Company's list prices for Products, as they may exist from
time to time during the term of this Agreement. All orders for Products and
related services shall be submitted directly to Company by Registered Lucent
Accounts.

7.4 Lucent shall not have any liability or obligation with regard to such
contracts entered into by Company or orders submitted by Lucent Customers and
Lucent Customer Service Areas to Company pursuant to such contracts or
otherwise.

                  Lucent - Company Proprietary and Confidential

                     Use Pursuant to Applicable Instructions

* Confidential Materials submitted and filed
  separately with the Securities and Exchange
  Commission. Asterisk denotes omissions.
<PAGE>   6
                                      -6-


7.5 Company acknowledges that Lucent Customers and Lucent Customer Service Areas
may from time to time pose to Lucent problems or other matters that relate to
Products furnished to them by Company. Unless the Parties otherwise agree in
writing, which such writing shall address the compensation to which Lucent shall
be entitled for any additional services that the Parties agree that Lucent will
perform, all such problems and other matters shall be referred by Lucent to
Company. Promptly upon execution of this Agreement, and as necessary through out
the term of this Agreement, Company will provide Lucent with the current
telephone number or other manner of communicating with Company for referral of
such problems and other matters to Company, on a twenty-four (24) hour per day,
seven (7) day per week, basis. Upon referral of a problem by Lucent, Company
shall promptly confirm in writing an acknowledgment of its receipt thereof and
promptly work to solve the problem. Upon resolution of any referred problem,
Company shall furnish notice to Lucent in writing a description of the actions
taken to clear the problem and the date the problem was cleared.

8.0 AUDIT

8.1 Company shall maintain accurate and complete records of all transactions
with Registered Lucent Accounts for which payment of a * may be owed to Lucent
under this Agreement. Such records shall be maintained in accordance with
recognized commercial accounting practices so they may be readily audited and
shall be held until at least the later of (i) * after the sales referral
commission(s) for all such transactions have been finally determined under this
Agreement and payment or final adjustment of payment, as the case may be, has
been made by Company, or (ii) * after the termination, cancellation or
expiration of this Agreement. Company shall permit Lucent or Lucent's
representative(s), including third party auditor(s), to examine and audit these
records and all supporting records at all reasonable times. Company shall not be
required to allow any such audits after the end of the record retention period
set out above.

8.2 Company shall provide a statement on a * of all transactions
with Registered Lucent Accounts and all Net Invoice Amounts (as described in
Article 6.0, COMMISSION  applicable thereto, the date(s) of invoices reflecting
such amounts, the amount(s) of payment(s) received from Registered Lucent
Accounts in respect of such invoices, and the date(s) of such receipt by
Company. This statement shall be sent to the Lucent contact specified in Article
22, NOTICES.

8.3 In the event that Lucent exercises its right to audit and Lucent reasonably
determines that Company owes commissions pursuant to Article 6.0, COMMISSION,
that were not paid, Company will immediately pay to Lucent those amounts not
paid. In the event of a discrepancy resulting in an underpayment to Lucent which
is five percent (5%) or greater than the amount that should have been paid to
Lucent, Company agrees to pay for the reasonable cost of the audit.

9.0 INTEROPERABILITY TESTING

9.1 Prior to any sales referral activity between Lucent and Company for any
Product, such Product must have completed successful interoperability testing at
Lucent's Wireless Innovation Lab(SM) testing facility and satisfy all
requirements of interoperability. Except as the Parties may otherwise agree in
writing, such testing shall be performed pursuant to a separate written
agreement setting forth Lucent's standard terms and conditions and charges for
such testing, as they exist from time to time. When a Product previously
successfully tested is modified and/or changed in any way that might render the
previous test results invalid or uncertain, Company must inform Lucent and such
Product must repeat interoperability testing to validate that the modifications
and/or changes do not compromise interoperability status.

9.2 If Lucent Wireless Network Equipment undergoes modification and/or change,
Lucent will notify Company. Each impacted Product must repeat interoperability
testing, if Lucent determines that the modifications and/or changes could
compromise interoperability status of such Product.

10.0 TRAINING

10.1 Company will, at Lucent's request and without charge, provide training in
the features, target markets, selling strategies, and technical aspects of
Products for Lucent's personnel such that said

* Confidential materials submitted and filed separately with the Securities and
  Exchange Commission. Asterisk denotes omissions.

                  Lucent - Company Proprietary and Confidential
                     Use Pursuant to Applicable Instructions



<PAGE>   7
                                      -7-


personnel will be able to effectively identify sales opportunities for Products.
The Parties will mutually agree on the level of training required. Training
courses may be delivered via teleconference training, computer based training,
video, video teleconference, or seminar at a mutually agreeable location. The
Parties will mutually agree on the delivery method and the training materials
required.

10.2 Company shall provide each Lucent attendee, at no charge, a complete set of
available training materials, handouts and associated materials pertaining to
Products. Lucent personnel shall not copy or distribute any such training
materials without the written permission of Company.

11.0 COORDINATION OF INSTALLATION AND ACCEPTANCE

11.1 The Parties will integrate, whenever possible, their installation plans to
satisfy requirements of Registered Lucent Accounts to whom they have marketed
their products. The Parties will also make reasonable efforts to cooperate in
preparing acceptance criteria and plans that will satisfy those customers'
interest in ensuring that Lucent Wireless Network Equipment and Products work
together as an integrated system.

12.0 FEDERAL COMMUNICATIONS COMMISSION (FCC) REGISTRATION

12.1 When a Product furnished by Company to Lucent Customers is subject to Part
2, Part 15, Part 22, Part 68, or any other part of the FCC's Rules and
Regulations, as amended from time to time, Company warrants to Lucent and will
warrant to Lucent Customers and Lucent Customer Service Areas that such Product
complies with the registration, certification, type acceptance, and/or
verification standards of the FCC's Rules and Regulations, including but not
limited to, all labeling and customer instruction requirements, and the
suppression of radiation to specified levels. Company shall establish periodic
on-going compliance re-testing and follow a quality control program to assure
that Products furnished to Lucent Customers and Lucent Customer Service Areas
will comply with the applicable FCC Rules and Regulations. Company agrees to
indemnify and save Lucent, its Affiliates, Lucent Customers, Lucent Customer
Service Areas and each of their officers, directors, employees, agents,
representatives, successors and assigns (all hereinafter referred to in this
clause as "Lucent") harmless from any losses, damages, liabilities, fines,
penalties, claims, suits or demands (including the costs, expenses, and
reasonable attorney's fees incurred on account thereof) that may be made because
of Company's non-compliance with the applicable FCC Rules and Regulations.
Company agrees to defend Lucent, at Lucent's request, against any such
liability, fine, penalty, claim, suit or demand.

12.2 In addition, should any Product, which is subject to Part 15 of the FCC
Rules and Regulations, during use generate harmful interference to radio
communications, Company shall provide Lucent and the impacted Lucent Customers
and Lucent Customer Service Areas with information relating to methods of
suppressing such interference.

13.0 SAFETY CERTIFICATION

13.1 Company warrants to Lucent and will warrant to Lucent Customers and Lucent
Customer Service Areas that Products furnished to them will comply with the
applicable Underwriters Laboratories (UL), Canadian Standards Association (CSA),
and other international standards and regulations. Upon request of Lucent from
time to time during the term of this Agreement, and at no charge to Lucent,
Company will provide Lucent a certification in writing by an authorized officer
of Company, that each Product is in compliance with such standards and
regulations as are applicable. Company shall be responsible for bringing
Products into compliance and maintaining compliance with said UL, CSA, and
international standards and regulations. Company agrees to indemnify and save
Lucent, its Affiliates, Lucent Customers, Lucent Customer Service Areas, and
each of their officers, directors, employees, agents, representatives,
successors and assigns (all hereinafter referred to in this clause as "Lucent")
harmless from any losses, damages, liabilities, fines, penalties, claims, suits
or demands (including the costs, expenses, and reasonable attorney's fees
incurred on account thereof) that may be made because of Company's
non-compliance with such applicable UL, CSA and international standards and
regulations. Company agrees to defend Lucent, at Lucent's request, against any
such liability, fine, penalty, claim, suit or demand.

* Confidential materials submitted and filed separately with the Securities and
  Exchange Commission. Asterisk denotes omissions.


                  Lucent - Company Proprietary and Confidential
                     Use Pursuant to Applicable Instructions
<PAGE>   8
                                      -8-


14.0 APPLICABLE LAW/UNIFORM LAWS NOT APPLICABLE

14.1 The construction and interpretation of, and the rights and obligations of
the Parties pursuant to this Agreement shall be governed by the laws (other than
its conflict of law rules) of the State of New York, United States. The uniform
laws drawn up pursuant to the Diplomatic Conference on Unification of Law
governing the International Sale of Goods held at the Hague in 1964 (and any
successor thereto), whether or not adopted anywhere, shall not apply to this
Agreement or any order issued hereunder. The stipulations concerning the United
Nations Convention on Contracts for the International Sale of Goods held at
Vienna in 1980 shall not apply to this Agreement.

15.0 ARBITRATION

15.1 The Parties agree to attempt in good faith to resolve any dispute regarding
any right, obligation, duty or liability arising out of the provisions of this
Agreement, including its breach. If a dispute is not resolved by such attempt,
such dispute shall be resolved by arbitration in the English language before a
single arbitrator in New York City, New York, United States, pursuant to this
clause and the then current American Arbitration Association ("AAA") rules. The
arbitrator shall be knowledgeable in commercial business transactions and
wireless technology and acceptable to both parties. The arbitrator's decision
and award shall be final and binding and may be entered in any court having
jurisdiction thereof. The arbitrator shall not have the power to award punitive
or exemplary damages. Each Party shall bear its own attorney's fees associated
with any arbitration instituted hereunder and other costs shall be borne as
provided by the applicable AAA rules. The arbitrator, Parties, their
representatives and other participants shall hold the existence, content and
result or award in confidence.

15.2 The procedures specified in this clause shall be the sole and exclusive
procedures for the resolution of disputes arising out of or relating to this
Agreement provided, however, nothing herein shall be deemed to require
arbitration of matters not arbitrable under applicable law, or prohibit a Party
from seeking a preliminary injunction or other preliminary judicial relief if in
such Party's reasonable judgment such action is necessary to avoid irreparable
damage. Despite any such action, the parties will continue to participate in
good faith in the procedures specified herein. All applicable statutes of
limitation shall be tolled while the procedures specified herein are pending,
and nothing herein shall be deemed to bar any Party from taking such action as
may be required to effectuate such tolling.

16.0 ASSIGNMENT AND SUBCONTRACTING

16.1 Company shall not assign any right or interest under this Agreement or
delegate or subcontract any obligation to be performed or owed under this
Agreement without the prior written consent of Lucent. Any attempted assignment,
delegation or subcontracting in contravention of the above provisions shall be
void and ineffective. In the event that a majority or greater of the issued and
outstanding stock of Company changes control in one or a series of related
transactions, such event shall not constitute an assignment.

16.2 Lucent has the right to assign this Agreement and to assign its rights and
delegate its duties under this Agreement, in whole or in part, at any time and
without Company's consent, to any one or more present or future Affiliates of
Lucent. Lucent shall give Company prompt written notice of the assignment.

16.3 Nothing herein shall preclude a Party from employing a subcontractor in
carrying out its obligations under this Agreement. A Party's use of such
subcontractor shall not release the Party from its obligations under this
Agreement.

17.0 COLLATERAL MATERIAL

17.1 Within ten (10) business days of the full execution of this Agreement,
Company will, without charge to Lucent, furnish to the Lucent Relationship
Manager listed in Exhibit D. Collateral Material about Products which Company
makes available to its own customers or its own sales force in sufficient

* Confidential materials submitted and filed separately with the Securities and
  Exchange Commission. Asterisk denotes omissions.

                  Lucent - Company Proprietary and Confidential
                     Use Pursuant to Applicable Instructions
<PAGE>   9
                                      -9-


number for Lucent to commence its activities under this Agreement. From time to
time during the term of this Agreement, upon reasonable request of Lucent,
Company will provide additional copies of then current Collateral Material.
Company will promptly inform Lucent of any changes to the Collateral Material.
Lucent shall have the right to make reasonable numbers of copies of Collateral
Material in any form for use in accordance with its rights under this Agreement.

18.0 ENGLISH LANGUAGE

18.1 This Agreement has been prepared and executed in the English language which
will be the controlling language for all purposes of this Agreement.

19.0 EXPORT CONTROL

19.1 Each Party acknowledges that the Information and other items (including but
not limited to, any services and training) provided under this Agreement are
subject to US export and re-export laws and regulations and any use or transfer
of such Information and other items must be authorized under those regulations.
Each Party agrees that it will not use, distribute, transfer, or transmit the
Information, and other items (even if incorporated into other materials) except
in compliance with US export regulations. If requested by a Party, the other
Party also agrees to sign written assurances and other export-related documents
as may be required for the requesting Party to comply with US export
regulations.

19.2 Each Party further agrees that it shall not transfer or transmit
Information or other items received under this Agreement (even if incorporated
into other material) to any country outside of the US or Canada without the
prior written consent of the disclosing Party.

20.0 FORCE MAJEURE

20.1 Neither Lucent nor Company shall be held responsible for any delay or
failure in performance to the extent that such delay or failure is caused by a
Force Majeure. Each such Party shall notify the other such Party within thirty
(30) days of the occurrence of a Force Majeure. If any Force Majeure occurs and
results in a delay or failure in performance, the Parties may mutually agree to
resume performance once the Force Majeure ceases with an option for the injured
Party to extend the performance date up to the length of time the Force Majeure
endured. Unless written notice is given within thirty (30) days after such
injured Party is apprised of the occurrence of a Force Majeure, the
aforementioned option shall be deemed selected. Nothing contained herein or
elsewhere shall impose any obligation on either Party to settle any labor
difficulty.

21.0 NON-WAIVER

21.1 No waiver of the terms and conditions of this Agreement, or the failure of
any Party strictly to enforce any such term or condition on one or more
occasions shall be construed as a waiver of the same or of any other term or
condition of this Agreement on any other occasion.

22.0 NOTICES

22.1 All notices under this Agreement shall be in writing (except where
otherwise stated) and shall be addressed to the addresses set forth below or to
such other address as either Party may designate by notice pursuant hereto. Such
notices shall be deemed to have been given when delivered by hand or sent
prepaid by reputable international courier service, facsimile or electronic mail
to such applicable address.

         Lucent:     Lucent Technologies Inc.
                     67 Whippany Road
                     Room 2A333
                     Whippany, NJ 07981

                  Lucent - Company Proprietary and Confidential
                     Use Pursuant to Applicable Instructions


* Confidential materials submitted and filed separately with the Securities and
  Exchange Commission. Asterisk denotes omissions.

<PAGE>   10
                                      -10-



                     Attn.: Leslie Brooks, Contract Manager
                     Fax# : 973 386-6633
                     Tel.#: 973 386-2421

         Company:    TeleCommunication Systems, Inc.
                     275 West Street, Suite 400
                     Annapolis, MD 21401

                     Attn.: Bruce White, Director, Contracts & Administration
                     Fax #: 410 263-7617



23.0 PUBLICATION OF AGREEMENT

23.1 The Parties shall keep the provisions of this Agreement submitted hereunder
confidential except as reasonably necessary for performance hereunder or in
connection with any prospective assignments of rights and/or duties hereunder,
and except to the extent disclosure may be required by applicable laws or
regulations, in which latter case, the Party required to make such disclosure
shall promptly inform the other Party prior to such disclosure in sufficient
time to enable each such other Party to make known any objections it may have to
such disclosure. The disclosing Party shall take all reasonable steps to secure
a protective order or otherwise assure that the Agreement or order will be
withheld from the public record.

24.0 PUBLICITY

24.1 A Party shall submit to the other proposed copy of all Advertising wherein
the name, trademark, code, specification or service mark of another Party or its
Affiliates is mentioned; and no Party shall publish or use such Advertising
without the other's prior written approval.

25.0 RELEASES VOID

25.1 Neither Party shall require (i) waivers or releases of any personal rights
or (ii) execution of documents which conflict with the terms of this Agreement,
from employees, agents, representatives or customers of the other in connection
with visits to its premises and both Parties agree that no such releases,
waivers or documents shall be pleaded by them or third persons in any action or
proceeding.

26.0 RIGHT OF ACCESS

26.1 Each Party shall provide the other such access to its premises and
facilities as is reasonably required in connection with the performance of their
respective obligations under this Agreement. No charge shall be made for such
access. Reasonable prior notification will be given when access is required.
Neither Party shall require releases of any personal rights in connection with
visits to its premises.

27.0 SEVERABILITY

27.1 If any provision in this Agreement shall be held to be invalid or
unenforceable, the remaining portions shall remain in effect. In the event such
invalid or unenforceable provision is considered an essential element of this
Agreement, Lucent and Company shall promptly negotiate a replacement provision.

28.0 SURVIVAL OF OBLIGATIONS

                  Lucent - Company Proprietary and Confidential
                     Use Pursuant to Applicable Instructions


* Confidential materials submitted and filed separately with the Securities and
  Exchange Commission. Asterisk denotes omissions.

<PAGE>   11
                                      -11-


28.1 The Parties' rights and obligations which, by their nature, would continue
beyond the termination, cancellation, or expiration of this Agreement, shall
survive such termination, cancellation, or expiration.

29.0 TERMINATION OF AGREEMENT FOR CAUSE

29.1 This Agreement may be terminated by either Party upon the failure of the
other Party to cure any material default following written notice and
opportunity of thirty (30) days to cure, provided, however, that either Party
will have the right to terminate this Agreement immediately upon notice to the
other Party in the following circumstances:

         (i)      If the other Party becomes insolvent or unable to pay its
                  debts in the ordinary course of its business;

         (ii)     If a voluntary or involuntary petition under applicable
                  bankruptcy laws is filed by or against the other Party;

         (iii)    If a receiver is appointed for the business affairs of the
                  other Party or the other Party makes an assignment for the
                  benefit of creditors;

         (iv)     If the other Party liquidates or ceases doing business as a
                  going concern;

         (v)      If there is a change in the control or majority ownership of
                  either Party not otherwise expressly assented to by the other
                  Party;

         (vi)     If Company fails to maintain interoperability compatibility;
                  or

         (vii)    If Company fails materially to live up to its contract
                  obligations to Lucent Customers.

30.0 CONDUCT UPON TERMINATION OR EXPIRATION

30.1 In the event this Agreement is not renewed or is terminated, then the
following shall occur, unless the Parties otherwise agree in writing:

         (i)      Any use of the other Party's marks and use of Collateral
                  Material related to the Products, and marketing efforts by
                  Lucent, not previously commenced, shall terminate on the
                  effective date of termination or expiration;

         (ii)     Both parties will honor the terms and conditions of joint or
                  coordinated proposals submitted to Registered Lucent Accounts
                  prior to the termination or expiration date. All work on
                  proposals including Products not yet submitted shall cease.
                  Company shall continue to honor all contracts it has executed
                  with Registered Lucent Accounts;

         (iii)    Company shall pay Lucent all amounts then currently owed but
                  not previously paid to Lucent and all amounts which become
                  due, when they become due, to Lucent in the future in
                  accordance with Article *; and

         (iv)     Neither Party shall have any liability to the other Party for
                  damages of any kind, including incidental or consequential
                  damages, on account of such termination or expiration of this
                  Agreement. Without limiting the generality of the foregoing,
                  neither Party shall be liable to the other Party on account of
                  such termination or expiration for reimbursement or damages
                  for the loss of goodwill, prospective profits or anticipated
                  sales, or on account of any expenditures, investment, leases
                  or commitments made by such Parties or for any reason
                  whatsoever based upon or growing out of such termination or
                  expiration, except as provided in paragraph (iii) herein.

31.0 USE OF INFORMATION

* Confidential materials submitted and filed separately with the Securities and
  Exchange Commission. Asterisk denotes omissions.



                  Lucent - Company Proprietary and Confidential
                     Use Pursuant to Applicable Instructions
<PAGE>   12
                                      -12-


31.1 All Information which bears a legend or notice restricting its use, copying
or dissemination, shall remain the property of the furnishing Party and shall be
subject to the provisions of this Article. The furnishing Party grants the
receiving Party the right to use such Information only as follows. Such
Information (1) shall not be reproduced or copied, in whole or part, except for
use as authorized in this Agreement; and (2) shall, together with any full or
partial copies thereof, be returned or destroyed when no longer needed. Unless
the furnishing Party consents in writing, such Information, except for that
part, if any, which is known to the receiving Party free of any confidential
obligation, or which becomes generally known to the public through acts not
attributable to the receiving Party, shall be held in confidence by the
receiving Party. The receiving Party may disclose such Information to other
persons, upon the furnishing Party's prior written authorization, but solely to
perform acts which this clause expressly authorizes the receiving Party to
perform itself and further provided such other person agrees in writing (a copy
of which writing will be provided to the furnishing Party at its request) to the
same conditions respecting use of Information contained in this Article and to
any other reasonable conditions requested by the furnishing Party. Nothing
herein shall be deemed to prevent the receiving Party from disclosing the
Information in response to legal process under applicable law, provided that the
receiving Party (i) takes all reasonable steps available to keep the Information
from the public record, and (ii) promptly notifies the furnishing Party of such
process prior to disclosure so that the furnishing Party may seek an appropriate
protective order and/or waive compliance with the terms hereof.

31.2 Company acknowledges that Lucent is likely to provide to Company
information about Lucent Customers in connection with the Parties' cooperation
under this Agreement. Company understands that all such customer information,
including, but not limited to, names, addresses, telephone numbers, and
telecommunications needs, is confidential to Lucent whether or not available
publicly, and whether or not marked as confidential, and shall be treated in
accordance with the requirements of this article. Company agrees that such
customer information will only be used to perform services for Lucent Customers
pursuant to a contract with the relevant Lucent Customer, or in connection with
the Parties' cooperation under this Agreement, and will not be used for any
other purpose, including the solicitation or servicing of Lucent Customers or
prospective customers, except as expressly authorized in writing by Lucent.

32.0 LIMITATION OF LIABILITY

32.1 NEITHER PARTY NOR ITS AFFILIATES, NOR THE DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS, REPRESENTATIVES, SUCCESSORS OR ASSIGNS OF SUCH PARTY OR ITS AFFILIATES,
SHALL IN ANY EVENT BE LIABLE TO THE OTHER PARTY (INCLUDING HEREIN ITS
AFFILIATES) OR TO ANY OTHER COMPANY OR ENTITY FOR ANY INCIDENTAL, CONSEQUENTIAL,
OR ANY OTHER INDIRECT LOSS OR DAMAGE ARISING OUT OF THIS AGREEMENT OR ANY
OBLIGATION RESULTING THEREFROM, WHETHER IN AN ACTION FOR OR ARISING OUT OF
BREACH OF CONTRACT, FOR TORT, OR ANY OTHER CAUSE OF ACTION, EXCEPT WHERE SUCH
LOSS ARISES FROM BREACH OF A PARTY'S OBLIGATIONS SET OUT IN ARTICLE 31.0, "USE
OF INFORMATION". EACH PARTY'S ENTIRE LIABILITY FOR ANY CLAIM OR LOSS, DAMAGE OR
EXPENSE FROM ANY CAUSE WHATSOEVER SHALL IN NO EVENT EXCEED IN THE AGGREGATE, THE
GREATER OF * OR THE AMOUNT OF MONIES PAID OR PAYABLE TO LUCENT HEREUNDER.
NOTHING HEREIN SHALL BE DEEMED TO EXCUSE COMPANY'S LIABILITY TO PAY COMMISSIONS
TO THE FULL EXTENT PROVIDED IN THIS AGREEMENT OR TO RELIEVE COMPANY OF ANY
EXPRESS REMEDY SET FORTH IN THIS AGREEMENT.

32.2 NO ACTION OR PROCEEDING AGAINST EITHER PARTY MAY BE COMMENCED MORE THAN
* AFTER THE CAUSE OF ACTION ACCRUES.

32.3 THIS CLAUSE SHALL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDY SET OUT IN THIS
AGREEMENT.

33.0 ENTIRE AGREEMENT



                 Lucent - Company Proprietary and Confidential
                     Use Pursuant to Applicable Instructions


* Confidential materials submitted and filed separately with the Securities and
  Exchange Commission. Asterisk denotes omissions.
<PAGE>   13
                                      -13-


33.1 The terms and conditions contained in this Agreement and any subordinate
agreement supersede all prior oral or written understandings between the Parties
with respect to the subject matter thereof and constitute the entire agreement
of the Parties with respect to such subject matter. Such terms and conditions
shall not be modified or amended except by a writing signed by authorized
representatives of both Parties.



                  Lucent - Company Proprietary and Confidential
                     Use Pursuant to Applicable Instructions


* Confidential materials submitted and filed separately with the Securities and
  Exchange Commission. Asterisk denotes omissions.

<PAGE>   14
                                      -14-


IN WITNESS THEREOF, the Parties have executed this Agreement on the respective
dates entered below.

  LUCENT TECHNOLOGIES INC.               TELECOMMUNICATION SYSTEMS,
                                         INC.


By:     /s/ Joseph F. Coletta             By:        /s/ Maurice B. Tose
    -----------------------------------       --------------------------------
            (Signature)                                 (Signature)

          Joseph F. Coletta                           Maurice B. Tose
    -----------------------------------       --------------------------------
            (Typed Name)                                (Typed Name)

              Director                                    President
    -----------------------------------       --------------------------------
              (Title)                                      (Title)

              11/5/98                                     10/27/98
    -----------------------------------       --------------------------------
           (Date Signed)                                 (Date Signed)


                  Lucent - Company Proprietary and Confidential
                     Use Pursuant to Applicable Instructions


* Confidential materials submitted and filed separately with the Securities and
  Exchange Commission. Asterisk denotes omissions.

<PAGE>   15
                                      -15-


           EXHIBIT A - PRODUCT DESCRIPTION AND LIST PRICE INFORMATION

SMS WEB GATEWAY

The SMS Web Gateway works in conjunction with the Short Message Service Center
and uses SMPP, the preferred protocol for sending short text messages. The SMS
Web Gateway accepts messages from e-mail or web pages, translates the messages
from SMTP or HTTP to SMPP and then forwards the messages to the SMSC for
delivery to the handset.

E-mail messages can be sent from standard E-mail clients through the SMS Web
Gateway to SMSC and then to the handset. E-mail attachments are not sent and the
message will be truncated if it is longer than the current acceptable length.

The SMS Web Gateway resides on a platform distinct from that of the SMSC
application. The SMS Web Gateway is a Java application that will run on a server
with a Java interpreter. The SMS Web Gateway must reside on a server with web
server software that supports servlets. Servlet plug-ins are available for many
of the major web servers. If the SMS Web Gateway is to be used for SMTP to SMPP
translation, i.e. e-mail transfers, then no other mail server can reside on the
same server.

<TABLE>
<CAPTION>
       Description                               Floor+                List+
-----------------------------------------------------------------------------
<S>                                             <C>                  <C>
SMS Web Gateway Software
For initial 10,000 SMS subscribers or up
to 100 messages per busy hour.                      *                 *
-----------------------------------------------------------------------------
Support for each additional 100 messages
per busy hour                                       *                 *
-----------------------------------------------------------------------------
Dell Server for SMS Web Gateway                     *                 *
-----------------------------------------------------------------------------
Web Server software with Servlet
Support                                             *                 *
-----------------------------------------------------------------------------
Basic Web page                                      *                 *
-----------------------------------------------------------------------------
0S                                                  *                 *
-----------------------------------------------------------------------------
300 Mhz Intel Server                                *                 *
-----------------------------------------------------------------------------
64MB RAM                                            *                 *
-----------------------------------------------------------------------------
4GB SCSI Hard drives                                *                 *
-----------------------------------------------------------------------------
NIC                                                 *                 *
-----------------------------------------------------------------------------
14" monitor                                         *                 *
-----------------------------------------------------------------------------
Keyboard, mouse, 3.5" floppy                        *                 *
-----------------------------------------------------------------------------
SCSI CD-Rom                                         *                 *
-----------------------------------------------------------------------------
1 year warranty, 7x24, 4 hours                      *                 *
response
-----------------------------------------------------------------------------
</TABLE>

 + DOES NOT INCLUDE LUCENT COMMISSION.

NOTE: HARDWARE CONFIGURATIONS, AND THUS HARDWARE PRICES, VARY DEPENDING UPON THE
NUMBER OF SUBSCRIBERS OR MESSAGES PER BUSY HOUR AND THE NUMBER OF APPLICATIONS
TO BE RUN ON THE PLATFORM.

                  Lucent - Company Proprietary and Confidential
                     Use Pursuant to Applicable Instructions

* Confidential materials submitted and filed separately with the Securities
  and Exchange Commission. Asterisk denotes omissions.
<PAGE>   16
                                      -16-


CUSTOMIZED PERSONAL LIST PAGES

The Customized Personal List Pages are intelligent, client-side web pages which
can be used in conjunction with the SMSC. The Personal List pages allow the user
to categorize their personal entries.

The Customized Personal Lists allow any number of end users to store the names
and associated MIN numbers of their personal contacts. This allows users to
customize the web page to their individual needs. By using client side cookies,
the pages do not add any additional storage or processing overhead to the server
due to data lookups.

Once the user has entered a contact, the user would simply select the contact's
name from a list and the MIN would automatically be entered in the To: field.
The user would then type a short text message on the form and submit the form
when complete. The Customized Personal Lists works in conjunction with a web
server and the SMS Web Gateway. The submitted message would then be routed to
the SMS Web Gateway for protocol translation and forwarding to the SMSC.

DESCRIPTION                       FLOOR+                    LIST+
-----------------------------------------------------------------------------
Customized Personal Lists           *                         *
-----------------------------------------------------------------------------
 + DOES NOT INCLUDE LUCENT COMMISSION.

CUSTOM USER PAGE APPLICATION

The Custom User Page Application (CUPA) application can be configured to operate
with the SMS Web Gateway. This application resides on a web server that supports
servlets. It queries a relational database and allows individual users to
configure customized web pages for themselves containing such information as
their e-mail, address, message of the day and a URL. The generated pages allow
individuals to send short text messages directly to the owner of the page.

<TABLE>
<CAPTION>
 DESCRIPTION                           FLOOR+               LIST+
-----------------------------------------------------------------------------
<S>                                   <C>          <C>
 Custom User Page Application,           *              *
 5,000 user license
-----------------------------------------------------------------------------
 Custom User Page Application,           *              *
 5,001 - 10,000 user license
-----------------------------------------------------------------------------
 Custom User Page Application,           *              *
 10,001 - 15,000 license
-----------------------------------------------------------------------------
 Custom User Page Application,           *              *
 15,001 - 20,000 licenses
-----------------------------------------------------------------------------
 Custom User Page Application,           *              *
 20,001 - 25,000 licenses
-----------------------------------------------------------------------------
 Custom User Page Application, each      *              *
 additional 5,000 users
-----------------------------------------------------------------------------
</TABLE>

 + DOES NOT INCLUDE LUCENT COMMISSION.

SMS WEB CALENDAR

The SMS Web Calendar Application provides users with the ability to schedule
personalized events over the web for notification by either Short Message
Service or e-mail. Using an intuitive interface featuring monthly and daily
views, the user can schedule any number of individual or recurring events.
Monthly summary, monthly detail and daily detail forms as well as forms for
adding and editing events. Events with SMS notification can include callback
number, priority, and message validity period.

The SMS Calendar application requires a server to run a database and web server
software which supports servlets. The SMS Calendar application submits short
message notifications via SMPP and e-

                  Lucent - Company Proprietary and Confidential
                     Use Pursuant to Applicable Instructions


* Confidential materials submitted and filed separately with the Securities
  and Exchange Commission. Asterisk denotes omissions.
<PAGE>   17
                                      -17-


mail notifications via SMTP. The SMS Calendar and the Custom User Page
Application can both use the same database as well as the same password schema,
thus allowing the user to use one account for both applications.

<TABLE>
<CAPTION>
  DESCRIPTION                          FLOOR+           LIST+
-----------------------------------------------------------------------------
<S>                                    <C>          <C>
  SMS Web Calendar Application,
  5,000 user license                     *                *
-----------------------------------------------------------------------------
  Calendar Application, 5,001 -
  10,000 user license                    *                *
-----------------------------------------------------------------------------
  Calendar Application, 10,001 -
  15,000 license                         *                *
-----------------------------------------------------------------------------
  Calendar Application, 15,001 -
  20,000 licenses                        *                *
-----------------------------------------------------------------------------
  Calendar Application, 20,001 -
  25,000 licenses                        *                *
-----------------------------------------------------------------------------
  Calendar Application, each
  additional 5,000 users                 *                *
-----------------------------------------------------------------------------
</TABLE>

 + DOES NOT INCLUDE LUCENT COMMISSION.

PROFESSIONAL SERVICES
---------------------

-  Web Site Development
-  Firewall Installations
-  Security Engineering
-  Systems Engineering
-  Software Applications Development
-  Database Development, Integration and Maintenance
-  Cable Plant Cabling and Management
-  Network Installation and Migration
-  Requirements Analysis
-  LAN/WAN design
-  LAN/WAN installation and configuration
-  Network troubleshooting
-  Configurations management and Documentation
-  Help Desk Services, including Virtual Help Desk Centers
-  Imaging and Workgroup systems integration
-  Logistics and Program Management


                  Lucent - Company Proprietary and Confidential
                     Use Pursuant to Applicable Instructions

* Confidential materials submitted and filed separately with the Securities
  and Exchange Commission. Asterisk denotes omissions.
<PAGE>   18
EXHIBIT B - PRODUCT SPECIFICATIONS
To be provided by Company within ten (10) business days of the execution of
this Agreement















                  Lucent - Company Proprietary and Confidential
                     Use Pursuant to Applicable Instructions


* Confidential materials submitted and filed separately with the Securities and
  Exchange Commission. Asterisk denotes omissions.
<PAGE>   19
                                      -18-


EXHIBIT C - RESTRICTED COMPANY ACCOUNT(S) AND REGISTERED LUCENT ACCOUNT(S)
            MATRIX

<TABLE>
<CAPTION>
  Account Name                Last Update          PRODUCT A     PRODUCT B     PRODUCT C     PRODUCT D     PRODUCT E
                              Date                 SMS Web      Customized       CUPA        SMS Web       Professional
                                                    Gateway      Personal                    Calendar      Services
                                                                   Lists                                   Related to
                                                                                                           Products
                                                                                                           A, B, C & D
<S>                           <C>                   <C>           <C>           <C>           <C>          <C>
                                                                                                              (/)
*                                                       (R)            (R)       (R)            (R)
*                                                       (R)            (R)       (R)            (R)
*                                                       (R)            (R)       (R)            (R)
*                                                       (R)            (R)       (R)            (R)
*                                                       (R)            (R)       (R)            (R)
*                                                       (/)            (/)       (/)            (/)
*                                                       (R)            (R)       (R)            (R)
*                                                       (R)            (R)       (R)            (R)
*                                                       (R)            (R)       (R)            (R)
*                                                       (R)            (R)       (R)            (R)
*                                                       (R)            (R)       (R)            (R)
*                                                       (R)            (R)       (R)            (R)
*                                                       (/)            (/)       (/)            (/)            (/)
*                                                       (R)            (R)       (R)            (R)            (/)
*                                                       (R)            (R)       (R)            (R)
*                                                       (R)            (R)       (R)            (R)
*                                                       (R)            (R)       (R)            (R)            (/)
*                                                       (R)            (R)       (R)            (R)
</TABLE>


(R) in a specific Product column indicates that the Account is a Registered
Lucent Account for that specific Product

(/) in a specific Product column indicates that the Account is a Restricted
Company Account for that specific Product

                  Lucent - Company Proprietary and Confidential
                     Use Pursuant to Applicable Instructions


* Confidential materials submitted and filed separately with the Securities and
  Exchange Commission. Asterisk denotes omissions.
<PAGE>   20
                                      -19-


                      EXHIBIT D - SALES REFERRAL PROCEDURE

1.   A sales lead is submitted by the Lucent Sales Team to the Lucent Alliance
     Manager; or the Lucent Sales Team or Lucent Alliance Manager introduces a
     Lucent Account representative to Company; or Company identifies a sales
     lead during the course of a trade show or similar cooperative marketing
     event, in which case, Company shall provide a list of all sales leads
     identified during the trade show or other cooperative marketing event, to
     the Lucent Alliance Manager via telephone, e-mail and facsimile, within 48
     hours of the end of the event.

     Lucent Alliance Manager:           Angelo Bravos
     Telephone Number:                  630 713-9581
     E-mail Address:                    abravos@lucent.com
     Facsimile Number:                  630 713-0081



2.   The Lucent Alliance Manager provides the following sales lead referral
     information to the Company Alliance Manager via telephone, email and
     facsimile:

     -  Company Alliance Manager:       Drew Morin
        Telephone Number:               410 280-1203
        E-mail Address:                 morin@pobox.tcs-inc.com
        Facsimile Number:               410 263-7617

     -  Sales Lead Referral Information:
        Account Name:
                                        ------------------------------
        Account Location:
                                        ------------------------------
        Product(s) Interest:
                                        ------------------------------


3.   The Company Alliance Manager responds within 5 business days via telephone,
     e-mail, and facsimile to the Lucent Alliance Manager, accepting or
     rejecting the sales lead referral for the Product(s) of interest. If the
     sales lead is rejected by the Company Alliance Manager, the Company
     Alliance Manager will include in the response the reason for the
     rejection.

4.   The Sales Referral Agreement is amended to add the Account Name, Last
     Update Date, and the appropriate symbols in the Product columns in Exhibit
     C - Restricted Company Account(s) and Registered Lucent Account(s) Matrix.

5.   The Lucent Alliance Manager will coordinate the introduction of the Company
     Alliance Manager to the Lucent Sales Team personnel.

6.   If the sales lead involves a written response to a tender, Request for
     Proposal (RFP), Request for Information (RFI), and/or Request for Quote
     (RFQ), the Parties shall perform their responsibilities as outlined in this
     Sales Referral Agreement.

7.   Lucent Sales Team personnel will coordinate and participate in the initial
     meeting or conference call between the Company Sales Team and the
     Registered Lucent Account. If further meetings or conference calls are
     requested by the Registered Lucent Account, the Parties shall perform their
     responsibilities as outlined in this Sales Referral Agreement.

8.   Lucent Sales Team personnel will monitor the Lucent Registered Account for
     indications of client satisfaction with Company and will communicate this
     information to the Company Sales Team should issues be brought to their
     attention by the Lucent Registered Account.

9.   Lucent Sales Team Personnel will monitor the Lucent Registered Account for
     indications of follow on sales opportunities for Company products and will
     communicate this information to the Company Sales Team should opportunities
     arise.

* Confidential materials submitted and filed separately with the Securities and
  Exchange Commission. Asterisk denotes omissions.

                  Lucent - Company Proprietary and Confidential
                     Use Pursuant to Applicable Instructions


<PAGE>   21
                                      -22-

                                    EXHIBIT E

                              COMMISSION PERCENTAGE

Company shall pay Lucent a commission (the "Commission") on all transfers
(including, but not limited to, sales, leases, and licenses) of Products (and
related services) to a Registered Lucent Account. The "Commission Percentage" is
Twenty-Five Percent (25%).

The Commission Percentage shall be applied to the Net Invoice Amount for
Product(s), including any additional growth, upgrades, new features, or
additional systems, and including all related engineering, installation, post
warranty support, enhanced warranty support, and any other associated services,
but not including any sales or use taxes, import duties, transportation, freight
or shipping charges, ordered by the Registered Lucent Account, for three (3)
years from the date of the last contract executed by Company with the Registered
Lucent Account or purchase order issued by such customer and accepted by Company
during the term of this Agreement.

Company's checks for payment of the Commission should include the following
information:

-    Company name
-    Registered Lucent Account name
-    Product(s) sold
-    Appropriate codes (as provided to Company by Lucent)

SEND PAYMENTS TO:

             Lucent Technologies Inc.
             Derek Gullett
             67 Whippany Road
             Room 3E 332A
             Whippany, NJ 07981

When payment of the Commission is issued, Company will also provide a report to
Lucent which will include the following information:

-   Company name
-   Registered Lucent Account name
-   Product(s) sold
-   Net Invoice Amount
-   Date of the invoice
-   Commission Percentage calculation
-   Amount of the payment of the Commission

SEND REPORTS TO:

             Lucent Technologies Inc.
             Leslie Brooks, Contract Manager
             67 Whippany Road
             Room 2A333
             Whippany, NJ 07981

                  Lucent - Company Proprietary and Confidential
                     Use Pursuant to Applicable Instructions

* Confidential materials submitted and filed separately with the Securities and
  Exchange Commission. Asterisk denotes omissions.