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                                                                   EXHIBIT 10.22

                              DATED 20 AUGUST 1998

                         (1) OLIVETTI RESEARCH LIMITED
                OLIVETTI TELEMEDIA S.p.A and ORACLE CORPORATION

                                      and

                            (2) PITCOMP 174 LIMITED
                  (to be re-named ADAPTIVE BROADBAND LIMITED)

                                   AGREEMENT

           relating to the sale of certain assets and an activity of
                           Olivetti Research Limited
      and certain intellectual property rights of Olivetti Telemedia S.p.a
                             and Oracle Corporation









10.22  Agreement, dated August 20, 1998, between (1) Olivetti Research Limited,
Olivetti Telemedia S.p.A. and Oracle Corporation and (2) Pitcomp 174  Limited (a
wholly-owned subsidiary of the Company), to be renamed Adaptive Broadband
Limited. (Schedules 2 and 3 omitted pursuant to Regulation S-K, Item 601(b)(2).
The Company agrees to furnish to the SEC, on a supplemental basis, a copy of any
omitted schedule upon request of the SEC.)


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THIS AGREEMENT is made the                                                 1998

BETWEEN

(1)    OLIVETTI RESEARCH LIMITED ("ORL") registered in England and Wales under
       registered no 2025860 whose registered office is at 24A Trumpington
       Street, Cambridge CB2 1QA, OLIVETTI TELEMEDIA S.p.A ("Olivetti") an
       Italian company whose registered office is at Via Jervis 77, 10015 Ivrea,
       Italy and ORACLE CORPORATION ("Oracle") a US Corporation whose registered
       office is at 500 Oracle Park Way, Redwood Shores, California, 94065,
       United States of America ("together the Vendor"); and

(2)    PITCOMP 174 LIMITED (to be re-named ADAPTIVE BROADBAND LIMITED)
       registered in England and Wales under registered no 3552746 whose
       registered office is at 47 Castle Street Reading Berkshire RG1 7SR ("the
       Purchaser");

WHEREAS:-

(1)    Among other activities ORL undertakes the supply and development of
       technology and/or products which provide fixed or mobile broadband
       wireless links and/or services embodying any such technology which use
       the Intellectual Property. ("the Activity")

(2)    The Vendor has agreed to sell and the Purchaser has agreed to purchase
       the Activity and Intellectual Property (each according to its interest)
       upon the terms and subject to the conditions hereinafter contained.

NOW IT IS HEREBY AGREED AS FOLLOWS:-

1.     DEFINITIONS

1.1    IN this Agreement and its Schedules the expressions defined below shall
       (except where the context otherwise requires) have the following
       meanings:-

       the "Activity"         means the activity of ORL described in recital I.

       the "Assets"           The Equipment, the Intellectual Property, the 
                              Stock and the Licences

       the "Business"         the business of supply and development of 
                              technology and/or products which provide fixed or 
                              mobile broadband wireless links and/or services 
                              embodying any such technology together with any 
                              enhancement thereof to be carried on by the 
                              Purchaser of any affiliate of the Purchaser
        
       "Companies Act"        the Companies Act of 1985

       "Completion"           Completion of the sale and purchase of the 
                              Activity and Assets in accordance with the terms 
                              of this Agreement

       the "Completion Date"  the 20th of August 1998
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<TABLE>
<S>                                <C>

the "Customers"                    Airspan, AT & T, GTE, Lucent, MCI Worldcom,
                                   Nortel, Naval Research Labs and Sprint

"Deferred Consideration"           the sum referred to in Clause 3.3

"Directors"                        Andrew Hopper, Herman Hauser and 
                                   Marco De Benedetti

the "Disclosure Letter"            a letter of even date herewith signed by the
                                   Vendor and addressed to the Purchaser

"Encumbrance"                      includes any option, right to acquire, rights
                                   of pre-emption, mortgage, charge, pledge,
                                   lien, hypothecation, title retention, right
                                   of set off, counterclaim, trust arrangement,
                                   or other security

the "Equipment"                    The plant furniture equipment and computers
                                   which are specified in Schedule 1

"FRS"                              A financial reporting standard issued or
                                   adopted by The Accounting Standards Board
                                   Limited

"Initial Price"                    the sum of TEN MILLION US DOLLARS (US 
                                   $10,000,000)

the "Intellectual Property"        the Intellectual Property set out in Schedule
                                   2 of which that part specified in part 2 of
                                   Schedule 2 shall be enjoyed by the Purchaser
                                   under a non-exclusive licence

"Legal and Beneficial Title"       full and unrestricted title with the benefit
                                   of quiet possession and free from lawful
                                   interruption and disturbance

"Licences"                         all contracts arrangements and licences not
                                   ordinarily available in the open market
                                   including but not limited to experimental
                                   radio licences currently used by ORL in the
                                   Activity

the "Purchase Price"               the Initial Price and the Deferred
                                   Consideration

the "Purchaser's Solicitors"       Messrs Pitmans of 47 Castle Street Reading 
                                   RG1 7SR

"Revenue"                          gross total revenue derived from the total of
                                   goods and services, including licenses or
                                   other revenue items, invoiced, or during the
                                   12 months prior to the Earn-Out Date all
                                   before interest and taxes without deduction
                                   of cost of sales and expenses

"SSAP"                             A statement of standard accounting practice
                                   adopted by The Accounting Standards Board
                                   Limited

the "Stock"                        The stock of completed and part completed
                                   broadband wireless products and raw materials
                                   for use in the manufacture
</TABLE>

                                       2
<PAGE>   4
                                    of the same as at close of business on the 
                                    working day prior to the Completion Date

      the "Transferring Employees" The persons specified in Schedule 3

      "VAT"                         Value Added Tax or any similar tax from time
                                    to time replacing it

      the "Vendor's Solicitors"     Messrs Taylor Vinters of Merlin Place 
                                    Milton  Road Cambridge    

      the "Warranties"              the representations and warranties given by 
                                    the Vendor to the Purchaser pursuant to 
                                    clause 7

      "the 1996 Act"                The Employment Rights Act 1996

      "the 1981 Regulations"        the Transfer of Undertakings (Protection of 
                                    Employment) Regulations 1981


1.2   References to statutory provisions shall be construed as references to 
      those provisions as respectively re-enacted from time to time (whether 
      before or after the date hereof) and shall include any provisions of 
      which they are re-enactments.

1.3   Any document expressed to be "in the agreed form" means in a form 
      approved and for the purpose of identification signed by or on behalf of 
      the parties thereto.

1.4   The masculine gender shall include the feminine and neuter and the 
      singular number shall include the plural and vice versa.

1.5   References to persons shall include trustees bodies corporate 
      unincorporated associations partnerships states and governmental and 
      administrative entities.

1.6   Save as herein expressly provided otherwise expressions defined in the 
      Companies Act shall where used herein have the meanings therein given to 
      them.

1.7   The captions to clauses and sub-clauses or to paragraphs are for the 
      purposes of information only and are not part of this Agreement and shall 
      not be used in the construction of any part or the whole of this 
      Agreement.

1.8   References to clauses sub-clauses paragraphs sub-paragraphs and schedules 
      relate to the relevant provisions of this Agreement.

2.    SALE AND PURCHASE

      SUBJECT to the terms of this Agreement ORL shall sell the Legal and 
      Beneficial Title to the Activity and Assets (other than the Intellectual 
      Property) and Olivetti and Oracle shall sell the Legal and Beneficial 
      Title to such of the Intellectual Property as is set out in Schedule 2 
      Part 1 and shall grant a non-exclusive royalty-free irrevocable perpetual 
      worldwide license in the Agreed Form to such of the Intellectual Property 
      as is set out in




                                       3

      
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      Schedule 2 Part 2 in each case with full title guarantee free from all 
      Encumbrances and the Purchaser shall purchase as a going concern as at 
      and from the Completion Date the Activity and Assets for the Purchase 
      Price and the Initial Price shall be apportioned between the Assets as 
      follows:

2.1   the Equipment, the Stock
      and the Licenses                    US$500,000

2.2   the Intellectual Property           US$9,500,000

                  TOTAL                   US$10,000,000


3.    Completion

      SUBJECT to the provisions of this Agreement the purchase of the Activity 
      and Assets shall be completed at the offices of the Purchaser's 
      Solicitors on the Completion Date when and where:

3.1   The Vendor shall deliver to the Purchaser:

      (i)   in relation to ORL:

      (a)   the Equipment and the Stock: and

      (b)   an assignment of the Licenses in the Agreed Form (to the extent it 
            is able to do so)      

      (ii)  in relation to Olivetti and Oraclea assignment and/or license as the
            case may be of the Intellectual Property such assignment and/or 
            license as the case may be to be in the agreed form and to be 
            executed by Olivetti and Oracle;

      (iii) in relation to (*i) and (ii) above:

      (a)   the written consent of any mortgagee or other person whose consent 
            is necessary for the sale of the Activity or any of the Assets 
            together with a deed of release and a letter of non-crystallization
            in the agreed form;

      (b)   such other documents as may be required to vest in the Purchaser 
            the entire legal and beneficial ownership of the Activity and 
            Assets;

3.2   The Purchaser shall pay the Initial Price to the Vendor's Solicitors on 
      behalf of the Vendor by telegraphic transfer (whose receipt shall be a 
      good and sufficient discharge to the Purchaser).

3.3   The Deferred Consideration (if any) shall be payable to the Vendor's 
      Solicitors on behalf of Olivetti and Oracle as a further payment for the
      Intellectual Property and shall be either (at the option of Olivetti and
      Oracle):

3.3.1       the sum of TWO MILLION FIVE HUNDRED THOUSAND US DOLLARS (US 
            $2,500,000) and shall be payable within 30 days of service
            of a valid written notice


                                       4


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          demanding payment of the same served at any time on or after the 
          first anniversary of the Completion Date; or

3.3.2     a maximum sum of SEVEN MILLION US DOLLARS (US $7,000,000) calculated 
          in accordance with clause 3.5 below.

3.4  Olivetti and Oracle shall be entitled at any time after the Completion Date
     to choose payment of Deferred Consideration under either clause 3.3.1 or
     clause 3.3.2 above by serving written notice on the Purchaser signed by
     them both referring to this clause 3.4 and specifying their choice. Once
     given such notice cannot be revoked or varied except with the written
     consent of the Purchaser which may be given subject to conditions or
     refused as the Purchaser may in its absolute discretion think fit. PROVIDED
     THAT if no notice has been served by Olivetti and Oracle prior to the
     Earn-Out Date (as defined below) Olivetti and Oracle shall be entitled to
     specify in the notice that they choose the greater of the sums referred to
     in clause 3.3.

3.5  The Deferred Consideration referred to in clause 3.3.2 shall be 
     calculated as follows:

3.5.1     As soon as reasonably possible after 30 June 2001 (the "Earn-Out
          Date") and in any event no later than sixty days thereafter, the
          Purchaser will prepare and deliver to Olivetti and Oracle a statement
          (calculated in accordance with United Kingdom generally accepted
          accounting principles and all relevant SSAPs and FRSs applicable to
          the Business) giving a fair view of the Revenue derived from the
          Business.

3.5.2     Following receipt of such statement, Olivetti and Oracle will be 
afforded a period of sixty days to review and to accept same or within such time
to deliver to the Purchaser a written notice and explanation of any matter of 
dispute. Within a further period of thirty days from the end of the review 
period, the parties will attempt to resolve in good faith any dispute. Failing 
resolution, the unresolved dispute will be referred for a final binding 
resolution to an independent accounting firm (being an accounting practice in 
the United Kingdom with no less than 100 partners) to act as experts and not as 
arbitrators in deciding such matter. Failing agreement between the parties as 
to which independent accounting firms to refer to, the President for the time 
being of the Institute of Chartered Accountants in England and Wales shall 
nominate such firm on the application of either party. The decision of the 
independent accounting firm shall (in the absence of manifest error) be final 
and binding on the parties both as to the manner in which the determination is 
made and as to the subject matter of the determination. The parties shall use 
their respective reasonable endeavours to procure that the determination of the 
independent accounting firm is made no later than ninety days from its 
appointment. Olivetti and Oracle and the Purchaser will co-operate fully with 
the independent accounting firm including giving all reasonable access to 
records, information and to personnel with a view to enabling such independent 
accounting firm to make any determination required by this clause and in 
particular the Purchaser shall procure that the independent accounting firm has 
access to and shall take copies of any relevant records or information relating 
to the Revenue derived from the Business during the twelve months preceding the 
Earn-Out Date. The fees of the independent accounting firm shall be borne in 
such proportion as it shall in its absolute discretion determine taking into 
account the efforts made by the parties to agree the matters in dispute.


                    

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3.5.3          Olivetti and Oracle shall be entitled to Deferred Consideration
               in the amount of ten percent (10%) of the Revenue derived from
               the Business earned in the twelve months ending on the Earn-Out
               Date.

3.5.4          For the avoidance of doubt, the total Deferred Consideration 
               pursuant to clause 3.3.2 is limited to US $7,000,000 regardless 
               of the actual amounts earned during the period of twelve months 
               preceding the Earn-Out Date.

3.5.5          The Purchaser shall pay to the Vendor's Solicitors on behalf of 
               Olivetti and Oracle by telegraphic transfer (whose receipt 
               shall be a good and sufficient discharge to the Purchaser) any 
               Deferred consideration due to them pursuant to clause 3.3.2 
               within twenty business days after agreement upon, or resolution 
               of any dispute or the determination of the independent accounting
               firm appointed to resolve any dispute with respect to, the 
               statement of Revenue referred to above.

3.6      To enable Olivetti and Oracle to chose payment of the Deferred 
         Consideration under clause 3.3.1 or clause 3.3.2 above the Purchaser
         agrees to maintain and to deliver to Oracle and Olivetti on a quarterly
         basis up-to-date records in relation to the Business as are normally
         kept by a business similar to the Business and of sufficient detail to
         enable Olivetti and Oracle to assess likely Revenue earned during the
         preceding quarter.

3.7      Olivetti and Oracle shall have the right at any reasonable times 
         during normal business hours upon giving not less than 14 days prior
         written notice to the Purchaser but in any event not more than once in
         any period of 12 calendar months to require an independent chartered
         accountant appointed by them (and at their cost) to inspect all
         relevant records relating to the Business (subject to such independent
         accountant entering into any reasonable undertaking of confidentiality
         required by the Purchaser) in order to verify and determine the Revenue
         of the Business for the purpose only of assessing the Revenue for a
         given period and the likely amount of Deferred Consideration.

3.8      The Purchaser agrees with Olivetti and Oracle that (save where Olivetti
         and Oracle have chosen payment of Deferred Consideration pursuant to
         clause 3.3.1) the Purchaser shall not during the period between the
         Completion Date and 30 June 2001 (without Olivetti's and Oracle's prior
         consent):

3.8.1          cease carrying on the Business;

3.8.2          reorganise or dispose of the Business such that a calculation of
               Revenue cannot be properly carried out.

3.9      The Purchaser shall be relieved of its obligations set out in clause
         3.8 if the Purchaser pays to the Vendor US$7,000,000 prior to taking
         any action as described in 3.8.1 and 3.8.2 save that if the provisions
         of clause 3.12.2 have been implemented and the Purchaser has made a
         payment of Deferred Consideration to either Olivetti or Oracle pursuant
         to clause 3.12.1 the Purchaser shall be relived of its obligations set
         out in clause 3.8 if the Purchaser pays the other Vendor the sum of
         US$3,500,000.

3.10     The Purchaser agrees that if it disposes of assets (including assigning
         or licensing Intellectual Property) of the Business or makes sales from
         the Business otherwise than at open market

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         arm's length prices during the period between the Completion Date and
         30 June 2001 an adjustment shall be made to the calculation of the
         Deferred Consideration to properly reflect what the Deferred
         Consideration would have been had such disposals or sales been on open
         market arm's length prices.

3.11     In the event that the Purchaser may have a claim against the Vendor
         pursuant to the Warranties the Purchaser shall be entitled to set off
         against the whole or any part of the Deferred Consideration the amount
         of any such claim provided that the claim is made as provided in clause
         7.7 below. The Purchaser shall be entitled to withhold payment of any
         Deferred Consideration due under clause 3.3.1 in the event that a claim
         has been made against the Vendor pursuant to the warranties that
         remains undischarged provided that the claim is made as provided in
         clause 7.7 below. The Vendor shall not be entitled to any other remedy
         for breach of Warranty. For the avoidance of doubt this clause is not
         intended to limit the Purchaser's remedies in the event of a breach of
         this Agreement other than pursuant to the Warranties.

3.12     The Purchaser agrees that Olivetti and Oracle may separately elect to
         choose payment of Deferred Consideration under either clause 3.3.1 or
         clause 3.3.2 in which event if one such Vendor chooses payment under
         clause 3.3.1 and one such Vendor chooses payment under clause 3.3.2 the
         Deferred Consideration payable to each Vendor shall be:

3.12.1         to the Vendor who has elected payment under clause 3.3.1 the sum 
               of ONE MILLION TWO HUNDRED AND FIFTY THOUSAND US DOLLARS (US 
               $1,250,000); and

3.12.2         to the Vendor who has elected payment under clause 3.3.2 five 
               percent (5%) of the Revenue earned in the twelve months ending 
               on the Earn-Out Date up to a maximum sum of THREE MILLION FIVE 
               HUNDRED THOUSAND US DOLLARS (US $3,500,000).

4.   [this clause is left blank]

5.   INDEMNITIES

5.1  THE Vendor hereby undertakes:

     (a)  to pay all debts and liabilities and to observe and perform all 
          obligations relating to the Activity and the Vendor prior to the 
          Completion Date; and 

     (b)  to indemnify the Purchaser against:

          (i)  all losses, costs, claims, demands, and expenses arising in 
               respect of any breach or non-performance of the foregoing 
               covenant; and

          (ii) any liability arising in respect of the Transferring Employees 
               in relation to the health and safety of or industrial injury to 
               the Transferring Employees to the extent that the liability 
               arises (whether under common law statute equity or otherwise) 
               from matters or circumstances occurring prior to the Completion 
               Date.

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<PAGE>   9
5.2  Subject to Clause 5.1 the Purchase hereby undertakes:

     (a)  to pay all debts and liabilities of and to observe and perform all
          obligations relating to the Activity and the Assets incurred by the
          Purchaser after the Completions Date; and

     (b)  to indemnify the Vendor against all losses, costs, claims, demands and
          expenses arising in respect of any breach or non-performance of the
          foregoing covenant.

6.   VALUE ADDED TAX
     
     WHILST it is believed that the sale and purchase to be made hereunder is an
     exempt transaction under the provisions of Section 49 of the Value Added
     Tax Act 1994 and Article 5 of the Value Added Tax (Special Provisions)
     Order 1995 it is hereby agreed that the consideration for the sale of the
     Assets is stated exclusive of VAT and if for any reason VAT is payable such
     VAT shall be paid by the Purchaser in addition against delivery by the
     Vendor of a VAT invoice, plus all other documentation required by the
     Purchaser to demonstrate the application and payment of such VAT.

7.   WARRANTIES

7.1  SUBJECT to matters fully, fairly and accurately disclosed in the Disclosure
     Letter (which matters the Vendor hereby warrants to be true) the Vendor
     (meaning here each of the three companies comprising the Vendor) hereby
     jointly and severally warrants and represents to the Purchaser that each of
     the statements made in Schedule 4 is and will at Completion be true and
     correct in every particular (and so that none of the paragraphs of Schedule
     4 shall be limited or restricted by reference to or inference from the
     terms of any other of those paragraphs) as terms and conditions of this
     Agreement (and notwithstanding any information the Purchaser may have
     received or been given or have had as actual, implied or constructive
     notice prior to the signing hereof other than fully, fairly and accurately
     disclosed in the Disclosure Letter) and so that insofar as any of the said
     terms and conditions relate in whole or in part to present or past matters
     of fact they shall be deemed to constitute representations upon the faith
     of which the Purchaser has entered into this Agreement.

7.2  If there shall be any breach of any of the said warranties or
     representations the Purchaser shall (without prejudice to any other rights
     it may have) be entitled to compensations in respect of any loss resulting
     from such breach. If at any time after Completions any matter the subject
     of a warranty hereinafter set out was not as warranted and the Vendor is in
     breach of warranty in respect thereof and the effect of such breach is that
     either:

     (a)  the value of an asset of the Business is less than its value would
          have been had there been no such breach of warranty;

     (b)  the Purchaser has incurred or incurs any liability or contingent
          liability which would not have been incurred had there been no such
          breach of warranty;

then the Vendor will make good to the Purchaser the amount of the diminution in 
the value of the asset(s) or the loss occasioned by such liability by payment 
in cash to the Purchaser together with all costs (including reasonable legal 
costs on an indemnity basis) and charges and expenses incurred or payable by 
the Purchaser either before or after the  
<PAGE>   10
     commencement of any action in connection therewith.

7.3  The benefit of the said warranties and representations contained in this
     Clause 7 shall be assignable in whole or in part to a Holding Company of
     the Purchaser or a Subsidiary of the Purchaser or of such Holding Company
     (other than the Purchaser) as those terms are defined in section 736
     Companies Act 1985 who shall accordingly be entitled to enforce them
     against the Vendor as if he were named in this Agreement as the Purchaser.

7.4  The representations and warranties contained in this Clause 7 and Schedule
     4 shall continue in full force and effect after Completion and the
     Purchaser shall be entitled to take action in respect of any breach of any
     of the representations and warranties given by the Vendor known to or
     discoverable by the Purchaser before Completion and the rights of the
     Purchaser shall not be affected by Completion, by any investigations made
     by or on behalf of the Purchaser into the Activity, by the Purchaser
     failing to exercise or delaying in exercising any right or remedy or by
     anything else except a specific authorised written waiver or release and no
     single or partial exercise of a right shall preclude a further or other
     exercise.

7.5  Reference in any Warranty to the knowledge, information or belief of the
     Vendor or the awareness of the Vendor or similar means that the Vendor has
     made full and proper enquiry into the subject of the Warranty of:

     (i)   the Directors of ORL;
     
     (ii)  the Transferring Employees;

     (iii) any other employees of ORL who have a job function material to the
           subject matter of the Warranty in question; and

     (iv)  they have consulted relevant books and records of ORL in relation to
           the subject matter of the warranties

7.6  Notwithstanding the provisions of this clause 7, other than in cases of
     fraud or wilful misrepresentation, the Vendor's liability under the
     Warranties shall be limited as follows:

7.6.1      The Vendor shall not be liable for any claim for breach of Warranty
           unless and until the aggregate amount of all such claims exceeds the
           sum of ONE HUNDRED THOUSAND US DOLLARS (US$100,000) but if such
           aggregate liability shall exceed that sum the Vendor shall be liable
           for the whole amount of such claims and not merely the excess;

7.6.2      the maximum aggregate liability of the Vendor for all claims for
           breach of Warranty (excluding costs and expenses incurred by or on
           behalf of the Purchaser in making and pursuing such claims) shall not
           exceed in relation to Olivetti and Oracle together the sum of THREE
           MILLION US DOLLARS (US$3,000,000);

7.6.3      the liability of the Vendor under the Warranties shall determine 18
           months after Completion other than in relation to a claim in relation
           to taxation which shall determine 3 years after Completion except in
           each case in respect of a claim of which the Purchaser has given
           written notice to the Vendor prior to the relevant date.

7.7  The Purchaser shall as soon as reasonably practicable give notice in
     writing of any claim for breach of warrant to the Vendor (specifying in
     reasonable detail the event, matter or default

                                       9
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       which gives rise to the claim and so far as practicable an estimate of 
       the amount claimed). Any such claim that may have been made shall (if it 
       has not been previous satisfied, settled or withdrawn) be deemed to have 
       been waived or withdrawn on the expiry of 6 months after the date it was
       made unless court proceedings in respect of it shall then have been both 
       issued and served on the Vendor (or any one or more of them).

8.     RESTRICTIVE COVENANTS

8.1    EACH Vendor undertakes to the Purchaser to assure to the Purchaser the 
       full benefit of the Business and by way of further consideration for the 
       obligations of the Purchaser under this Agreement that it will neither 
       on its own account nor in conjunction with, nor on behalf of any person, 
       firm or company and in any capacity whatsoever, directly or indirectly:

       (a)    for a period of four years after the Completion Date, solicit or 
              entice away or endeavor to solicit or entice away from the 
              Business any of the Transferring Employees; or

       (b)    for a period of one year after the Completion Date knowingly 
              offer or procure the offer of employment to any of the 
              Transferring Employees whether or not such person would commit 
              any breach of contract by reason of leaving; or

       (c)    for a period of one year after the Completion Date engage or 
              employ or offer to engage or employ in connection with the 
              business of supplying technology and/or products which provide 
              fixed or mobile broadband wireless links any person who shall be 
              at Completion an agent of or independent contractor for the 
              Activity;

8.2    ORL further undertakes to the Purchaser to assure to the Purchaser the 
       full benefit of the Business and by way of further consideration for the 
       obligations of the Purchaser under this Agreement that if ORL within a 
       period of four years from the Completion Date carries on or is engaged, 
       concerned or interested in carrying on the business of supplying systems 
       which provide fixed broadband radio wireless links then before offering 
       such systems to any third party it shall give the Purchaser the right to 
       acquire (under sale or licence) the systems on an arm's length basis but 
       on terms no less advantageous than would have been offered to such third 
       party.

8.3    The Vendor undertakes henceforth not to divulge or use other than for 
       the benefit of the Business any confidential information of the Activity 
       contained in the Intellectual Property set out in Schedule 2 Part 1 or 
       the Licences for a period of five years from the date of acquiring such 
       confidential information otherwise than to the professional advisers, 
       officers and employees of the purchaser whose province it is to know the 
       same and undertakes to use its reasonable endeavours to prevent the 
       publication or disclosure of any such confidential information save that 
       this clause shall not prevent any disclosure of confidential information 
       required by law or by any governmental or other authority or regulatory 
       body.]

8.4    The restrictions contained in the preceding sub-clauses are considered 
       reasonable by the Vendor (having taken independent legal advice) and are 
       considered to be reasonable and necessary for the protection of the 
       Business.

8.5    The Vendor and the Purchaser agree that in the event that the Vendor 
       inadvertently breaches its obligations set out in paragraph 8.1 (b) the 
       Vendor will, upon receipt from the Purchaser
<PAGE>   12
     of a valid notice of such breach, terminate the offer of employment made to
     or the employment of any of the Transferring Employees which gives rise to
     the breach. Subject to compliance with this sub-clause the Purchaser shall
     have no other remedy for such inadvertent breach of paragraph 8.1(b).

9.   FURTHER ASSISTANCE

9.1  THE Vendor undertakes to do, execute and perform all such further acts,
     deeds, documents or things as the Purchaser may require effectively to vest
     legal and beneficial ownership of the Assets in the Purchaser free from all
     Encumbrances whatsoever and to give full effect to the terms of this
     Agreement.

9.2  Failing compliance by the Vendor with clause 9.1 the Vendor irrevocably
     appoints any director of the Purchaser as its attorney with full power and
     authority in its name and on its behalf to do everything and to execute all
     documents which such attorney in his absolute discretion considers
     necessary or desirable to give effect to the provisions of clause 9.1. The
     Purchaser agrees to notify the Vendor of any documents executed by it
     pursuant to this sub-clause.

10.  PUBLICITY

     SAVE as may be required by law or by any governmental or other authority or
     regulatory body no party shall issue any information or statement to the
     press relating to the transaction herein agreed to be effected or any part
     of it without the prior written consent of the other parties.

11.  SERVICE

     THE Vendor hereby irrevocably appoints the Vendor's Solicitors (or the firm
     which shall for the time being carry on its practice) to accept service of
     notices hereunder.

12.  GOVERNING LAW

12.1 THIS Agreement shall be governed by and construed in accordance with
     English law and the parties irrevocably agree for the exclusive benefit of
     the Vendor that the Courts of England are to have jurisdiction to settle
     any disputes which may arise out of or in connection with this Agreement
     and that accordingly any suit action or proceeding arising out of or in
     connection with this Agreement ("Proceedings") may be brought in such
     Courts.

12.2 Without prejudice to clause 12.1 above each of the parties further
     irrevocably agrees that any Proceedings may be brought in the Courts of any
     country or state other than a Contracting State as defined in Section 1(3)
     of the Civil Jurisdiction and Judgements Act 1982 in which any party has a
     business presence and submits to the non-exclusive jurisdiction of each of
     such Courts.

12.3 Nothing contained in this Clause shall limit the right of either party to
     take Proceedings against the other party in any other Court of competent
     jurisdiction nor shall the taking of proceedings in one or more
     jurisdictions preclude the taking of Proceedings in any other jurisdiction
     whether concurrently or not.

                                       11
<PAGE>   13
12.4     Each of the parties irrevocably waives (and irrevocably agrees not to
         raise) any objection which it may have now or subsequently to the
         laying of the venue of any Proceedings in any such Court as is referred
         to in this Clause and any claim that any such Proceedings have been
         brought in an inconvenient forum and further irrevocably agrees that a
         judgement in any Proceedings brought in any such Court as is referred
         to in this Clause shall be conclusive and binding upon the relevant
         party and may be enforced in the Courts of any other jurisdiction.

13.      ASSIGNABILITY

         EXCEPT as expressly referred to in this Agreement none of the rights of
         the parties under this Agreement shall be assigned by either party
         without the prior written consent of the other party.

14.      NOTICES

14.1     ANY notice or communication to be given under this Agreement shall be 
         in writing and shall be delivered personally or sent by first class
         pre-paid or registered or recorded delivery post (to an address inland)
         or by airmail post (to an address overseas) or by facsimile
         transmission to the registered office for the time being or the
         relevant facsimile number of the party to receive the notice.

14.2     Communications shall be marked for the urgent attention of the 
         following individuals (or such other individuals as may be subsequently
         notified by the appropriate party):-

14.2.1     in the case of the Vendor -- to Marco De Benedetti and Carlo Casuccio
           of Olivetti and to Douglas Roux of Oracle Corporation;

14.2.2     in the case of the Purchaser -- to the Chief Executive Officer for 
           the time being of the Purchaser and copied to the Chief Financial
           Officer for the time being of California Microwave Inc. at 1143
           Borregas Avenue, Sunnyvale, California 94089 (facsimile number 408
           732-4244).

14.3     The notice shall be deemed to be given:-

14.3.1     if delivered personally at the time of delivery; or

14.3.2     if sent by inland post 2 working days after the notice shall have 
           been posted; or

14.3.3     if sent by overseas airmail post 4 working days after the notice 
           shall have been posted; or

14.3.4     if sent by facsimile at the time of completion of transmission by 
           the sender, if received at least two hours before the close of 
           working hours on a working day and otherwise on the next working day.

14.4     In proving service it shall be sufficient to prove that personal 
         delivery was made or that the envelope containing the notice was
         properly addressed and delivered into the custody of the postal
         authorities as a first class pre-paid or registered or recorded
         delivery letter or airmail letter or that the facsimile was dispatched
         and a confirmatory transmission report received.


                                       12
<PAGE>   14
14.5 For the purpose of this clause 14 "working day" means a day on which the 
     clearing banks in the City of London are open for business and "working 
     hours" means between the hours of 9:00 am and 5:00 pm inclusive (at the 
     local time of the recipient of the notice).

15.  WAIVER

     NO failure to exercise nor any delay in exercising any right or remedy 
     hereunder by either party shall operate as a waiver thereof nor shall any 
     single or partial exercise or any right or remedy prevent any further or 
     other exercise thereof or the exercise of any other right or remedy. The 
     rights and remedies herein provided are cumulative and not exclusive of 
     any rights or remedies herein provided by law. In the event that any 
     matter falls within the scope of more than one of the provisions of this 
     Agreement nothing shall prevent the Purchaser from enforcing against the 
     Vendor the more (or most) stringent requirement.

16.  SEVERABILITY

     EACH of the obligations contained in the clauses and sub-clauses of this 
     Agreement shall be construed as separate and severable obligations but if 
     at any time any one or more of the obligations is or becomes invalid 
     illegal or unenforceable in any respect under law but would be valid if 
     some part thereof were deleted or the period or area of application 
     reduced such obligation shall apply with such modification as may be 
     necessary to make it valid and effective and in any event the validity 
     legality and enforceability of the remaining clauses and sub-clauses 
     hereof shall not in any way be affected or impaired thereby.

17.  VARIATION

     NO alteration, amendment or variation of this Agreement shall be of any 
     force or effect unless it is in writing and signed (or by some personal 
     duly authorised by) each of the parties.

18.  ENTIRE AGREEMENT

18.1 IT is acknowledged and agreed that this Agreement (including the documents 
     and instruments referred to herein) shall supersede all prior 
     representations, arrangements, understandings and agreements between the 
     parties relating to the subject matter hereof and shall constitute the 
     entire, complete and exclusive agreement and understanding between the 
     parties hereto

18.2 The parties irrevocably and unconditionally waive any right they may have 
     to claim damages for any misrepresentation, arrangement, understanding or 
     agreement not contained in this Agreement or for any breach of any 
     representation nor contained in this Agreement (unless such 
     misrepresentation or representation was made fraudulently);

18.3 It is further acknowledged and agreed that no representations, 
     arrangements, understandings or agreements (whether written or oral) made
     by or on behalf of any of the other parties have been relied upon other 
     than those expressly set out or referred to in this Agreement.

19.  COSTS

     EACH party shall pay its own costs and expenses (including the fees of 
     agents,


                                       13
<PAGE>   15
     representatives, solicitors, accountants and actuaries engaged by them) in
     connection with the negotiation preparation and completion of this
     Agreement and all incidental documents.

20.  JOINT AND SEVERAL OBLIGATIONS

     Where this Agreement is executed by or on behalf of two or more parties
     together:-

20.1 those parties' obligations shall take effect as a joint and several
     obligations and all references to those parties shall take effect as
     references to either of them;

20.2 this Agreement shall not be revoked or impaired as to either of such
     parties by the incapacity or insolvency of the other; and

20.3 the Purchaser may release or discharge either party from its obligations
     under this Agreement or accept any composition form or make any other
     arrangements with either party without releasing or discharging the other
     or otherwise prejudicing or affecting the rights and remedies of the
     Purchaser against the other.

21.  SURVIVAL OF CERTAIN PROVISIONS

     THIS Agreement shall remain in full force and effect after Completions in
     respect of any matters which shall not have been done observed or performed
     prior thereto and all representations, warranties, undertakings and
     obligations of the parties shall (except for any obligations fully
     performed on Completion) continue in full force and effect notwithstanding
     Completion.

22.  EXECUTION

22.1 THIS Agreement may be executed in any number of counterparts and by
     the parties on different counterparts, but shall not be effective until
     each party has executed at least one counterpart and shall be effective
     upon delivery by the Purchaser of its duly executed counterpart in
     Sunnyvale California.

22.2 Each counterpart shall constitute an original of this Agreement but all the
     counterparts shall together constitute one and the same Agreement.

22.3 Delivery by facsimile by any party of a duly executed counterpart shall be
     deemed to constitute delivery of any original counterpart of this Agreement
     and such facsimile copy shall be capable of being produced in evidence in
     court or for registration at any appropriate Registry or otherwise as an
     original document by the party or parties to this Agreement to whom such
     facsimile is transmitted.

IN WITNESS whereof this Agreement has been executed as a Deed the date first 
above written.

                                       14
<PAGE>   16
                                   SCHEDULE 1

                                 The Equipment

(Including details of any finance leases hire or hire purchase agreements under
which the Equipment is held)

                             See Attached Schedule




                                       15
<PAGE>   17
                                   SCHEDULE 2

                           The Intellectual Property


                                     PART 1

                         Assigned Intellectual Property

                             See Attached Schedule




                                       16
<PAGE>   18
                                    PART 2.
                                        
                         Licensed Intellectual Property
                                        
                             See Attached Schedule
                                        
                                        
                                        
                                        
                                       17
<PAGE>   19
                                   SCHEDULE 3

                                 The Employees

[Schedule 3 containing a list of employees is omitted pursuant to Regulation 
S-K, Item 601(b)(2)]




                                       18
<PAGE>   20
                                   SCHEDULE 4

                                 The Warranties

1.     ASSETS

1.1    Encumbrances

       (a)    None of the Assets is subject to and the Vendor has not disposed 
              of or agreed to dispose of or granted or agreed to grant or 
              create any Encumbrance in respect of any of the Assets

       (b)    None of the Assets has been purchased on terms that property does 
              not pass to the Vendor until full payment is made by it to the 
              supplier

       (c)    There has been no exercise purported exercise or claim for any 
              Encumbrance over any of the Assets and there is no dispute 
              directly or indirectly relating to any of the Assets

1.2    Equipment

       The plant, machinery, vehicles and other equipment comprised in the 
       Equipment:-

       (i)    are in a proper state of repair and condition and satisfactory 
              working order and

       (ii)   have been regularly and properly maintained and

       (iii)  would not be expected (if the sale of the Activity did not take 
              place) to require replacements or additions at a cost in excess 
              of L2,500 within a period of six months after Completion

       (iv)   do not contravene any requirement or restriction having the force 
              of law

       (v)    (where relevant) are roadworthy and duly licensed for the 
              purposes for which they are being used

1.3    Stock

       The Stock is of merchantable quality and saleable at normal selling 
       prices

1.4    Title

       All documents which in any way affect the right, title or interest of 
       the Vendor in or to any of the Assets is in the ownership and possession 
       of the Vendor and all such documents which attract stamp duty have been 
       duly stamped within the requisite period for stamping

                                       19
<PAGE>   21
2.    TRADING

2.1   Applicable Laws

      ORL and its officers, agents or employees (during the course of their 
      duties in relation to the  Activity) have conducted the Activity in all 
      respects in accordance with all laws, orders, statutes, all regulations 
      made under statutes and all regulations or directives of the European 
      Communities applicable in the United Kingdom (including those made or 
      issued pursuant to the Treaties of Rome and Paris) and any relevant 
      foreign country ("Applicable Laws") and have not committed or omitted to 
      do any act or thing the commission or omission of which is or could be in 
      contravention of any Applicable Laws and there is no order, decree or 
      judgment of any court or any governmental agency of the United Kingdom 
      the European Communities or any foreign country outstanding against the 
      Vendor or which may have an adverse effect on the Activity or Assets 

2.2   Licenses

      All necessary permissions licences and consents from any person authority 
      or body for the proper carrying on of the Activity:-

      (a)   have been obtained are valid subsisting and are held in the name of 
            ORL;

      (b)   have been complied with in all material respects by ORL; and

      (c)   there are no circumstances (including the sale and purchase
            hereunder) which might cause any of the foregoing to become revoked
            and no factors that might in any way prejudice the continuance or
            renewal of any of those licences or consents

2.3   Guarantees

      There is not now outstanding in respect of the Activity any guarantee or 
      agreement for indemnity or for suretyship given by or for the 
      accommodation of the Activity

2.4   Relationships with third parties

      ORL:-

      (a)   is not and has not been a party to any joint venture or consortium
            or any partnership arrangement or agreement or to any agreement or
            arrangement for sharing commissions or other income relating to the
            Activity

      (b)   does not conduct and has not conducted any part of the Activity
            through a branch agency or permanent establishment outside the
            United Kingdom

      (c)   is not a member of any partnership, industrial, trade or
            professional organisation, association, society or other group
            whether formal or informal and whether or not having a separate
            legal identity in connection with the Activity and no such body is
            relevant to or has any material influence over the Activity as now
            carried on


                                       20
<PAGE>   22
2.5    Litigation

       (a)    The Vendor is not now engaged in any litigation arbitration 
              tribunal inquiry or other proceedings ("Proceedings") as 
              plaintiff or defendant affecting the Activity or Assets.

       (b)    To the best of the Vendor's knowledge:-

              (i)    there are no lawsuits or Proceedings pending or threatened
                     either by or against the Vendor affecting the Activity or
                     Assets:

              (ii)   there are no claims, complaints or disputes affecting the 
                     Activity or Assets;

              (iii)  no injunction has been granted against the Vendor 
                     affecting the Activity or Assets;

              (iv)   the Vendor has given no undertaking to any court or to any 
                     third party arising out of any Proceedings affecting the 
                     Activity or Assets; and

              (v)    there is no matter or fact in existence which might give
                     rise to the above or form the basis of any criminal 
                     prosecution against the Vendor

       (c)    No investigations or enquiries by or on behalf of any 
              governmental or other body in respect of the Vendor the Activity 
              or any of the Assets are pending or in existence

2.6    Power to contract

       (a)    The Vendor is entitled to enter into and carry out the provisions 
              of this Agreement and has full power and authority to sell and/or 
              licence the Assets to the Purchaser without obtaining the consent 
              of any third party

       (b)    Compliance with the terms of this Agreement and any document 
              entered into by the Vendor in accordance with it does not and 
              will not conflict with or result in a breach of any of the 
              provisions of the Vendor's Memorandum or Articles of Association

       (c)    ORL has at all times carried on the Activity in all respects in 
              accordance with its Memorandum and Articles of Association for 
              the time being in force and any other documents to which it is or 
              has been a party

2.7    Competing Interests

       ORL has no interest directly or indirectly in any company or business 
       other than the Activity which is or is likely to be or become 
       competitive with the Business

2.8    Contracts

       The Vendors have not entered into any contracts agreements or 
       arrangements (whether formal or informal) in relation to the Activity 
       (other than contracts of employment)

3.     TAXATION

3.1    ORL has disclosed to the Inland Revenue and all other relevant 
       authorities all payments (in respect of which they owe a duty of 
       disclosure to the Inland Revenue) in respect of which any PAYE tax and 
       National Insurance may be due. Without limitation all P11D returns have 
       been duly completed and returned in relation to the Employees and any 
       other employees of ORL.

                                       21
<PAGE>   23
3.2  ORL has paid to the Inland Revenue and any other appropriate authorities 
     all taxes, National Insurance contributions and other levies due in respect
     of the Employees in respect of their employment by ORL up to the Completion
     Date.

4.   EMPLOYMENT 

4.1  Employment Terms

     (a)  Schedule 3 comprises a complete list of all employees of ORL who may
          transfer to the Purchaser subject to agreement between the Purchaser
          and themselves.

     (b)  No Transferring Employee has given notice terminating his contract of
          employment or is under notice of dismissal or will be entitled or so
          far as the Vendors are aware intends or is likely to give notice as a
          result of the provisions of this Agreement or will become redundant
          and be entitled to a redundancy payment as a result of any provision
          of this Agreement

     (c)  There are no arrears of remuneration due to any Transferring Employee.

     (d)  There is no agreement or understanding (contractual or otherwise)
          between ORL and any Transferring Employee with respect to his
          employment, his ceasing to be employed or his retirement which is not
          included in the written terms of his employment

     (e)  The copy Service Agreements for the Transferring Employees provided to
          the Purchaser are complete and there are no amendments or variations
          to them (whether written or oral) which would make the same misleading
          or inaccurate

4.2  Loans to Employees

     ORL has not made any outstanding loans or advances to any of the
     Transferring Employees or ex-employees and is not in the practice of giving
     any such loans or advances.

4.3  Compliance with Legislation etc.

4.3.1     ORL has in relation to each of the Transferring Employees

     (a)  complied with all obligations imposed on it by all statutes and
          regulations and codes of conduct and practice relating to employment;

     (b)  maintained adequate and proper records (including as to any
          disciplinary action taken);

     (c)  complied with all collective agreements for the time being having
          effect as regards relations with or the conditions of service of its
          employees or the trade unions representing them;

     (d)  complied with its obligations with respect to the PAYE system National
          Insurance and Social Security legislation including making all
          payments due thereunder and
<PAGE>   24
               deducting and accounting for all payments or contributions due
               from any other person; and

          (e)  complied with its obligations with respect to statutory sick pay
               as defined in the Social Security and Housing Benefits Act 1982.

4.3.2     There are no enquiries or investigations existing pending or
          threatened into ORL or the Activity by the Equal Opportunities
          Commission or the Commission for Racial Equality or other similar
          authorities.

4.4       Payments on Termination

          Save to the extent (if any) set out in the Disclosure Letter:

          (a)  no gratuitous payment has been or will at Completion have been
               made or promised by ORL (whether or not pursuant to any legally
               binding obligation) in connection with the actual or proposed
               termination or suspension of employment or variation of any
               contract of employment of any Transferring Employee;

          (b)  ORL has not and will not at Completion have made or agreed to
               make any payment to or provided or agreed to provide any benefit
               for any Transferring Employee or any dependent of any
               Transferring Employee.

4.5       Training

          There are no training schemes, arrangements or proposals in existence
          at the date of this Agreement.

4.6       Variations of Terms

          ORL has not entered into, agreed to or undertaken any obligation
          (whether or not legally binding) to alter the rates of remuneration of
          or to make any bonus or incentive payments or any benefits in kind or
          any payments under a profit sharing scheme or pension arrangement to
          or on behalf of any of any Transferring Employees at any future date.

4.7       Outstanding Claims

          There is no outstanding claim for breach of any contract of service
          or for services or for compensation for unfair or wrongful dismissal
          or redundancy or for failure to comply with any order for the
          re-engagement or reinstatement of any former employee or for any other
          liability accruing from the termination of any contract of employment
          or for services by any former employee.

4.8       Attachment of Earnings

          ORL has not received notice of an attachment of earnings order made
          against any Transferring Employee.

4.9       Profit Related Pay

                                       23
<PAGE>   25
       ORL has not established or agreed to establish any bonus, commission,
       profit sharing scheme, share option scheme, share incentive scheme or 
       any other scheme or arrangement of any sort (whether in writing, oral or 
       by custom and practice) under which all or any of the Transferring 
       Employees are or would be entitled to participate in the profits of the 
       Activity or which is calculated by reference to the whole or part of the 
       turnover profits or sales of the Activity and ORL is not a party to any 
       arrangements or promise to make or in the habit of making ex gratia or 
       voluntary payments by way of bonus or commission or the like

4.10   Unions

       No employee of ORL is a member of a trade union or works council or is 
       an employee representative and ORL does not have any agreements or 
       arrangements with any trade unions or other body representing employees

4.11   Employee Disputes

       None of the Transferring Employees is involved in any industrial action
       or dispute and there are no circumstances which may result in any
       industrial action or dispute involving any Transferring Employees and
       none of the provisions of this Agreement including the identity of the
       Purchaser may lead to any industrial dispute

4.12   Former Employees

4.12.1 So far as the Vendor is aware no former employee of whose employment 
       with ORL was terminated for whatever reason during the period of two 
       years preceding the date of this Agreement ("the Relevant Period") has 
       since the termination of his employment whether on his own account or as
       an employee, agent or partner of any other person, firm or company:

       (a)    rendered any services competing or likely to compete with those 
              of the Activity

       (b)    rendered any services competing or likely to compete with those 
              of the Activity

4.12.2 There is no person previously employed by ORL in the Activity who now 
       has or may in the future have a right to return to work (whether for 
       reasons connected with maternity leave or absence by reason of illness 
       or incapacity or otherwise) or a right to be reinstated or re-engaged in 
       the Activity or to any other compensation.

5.     PENSIONS

5.1    ORL is not under any legal or moral liability (whether actual or 
       contingent) or obligation or ex-gratia arrangement or promise to pay 
       pensions, gratuities, superannuation allowances, lump sum payments or 
       the like to any of the Transferring Employees or any other person nor is 
       it a party to any arrangements or promise to make or in the habit of 
       making ex gratia or voluntary payments by way of pension, gratuity, 
       superannuation allowance, lump sum payment or the like to any such 
       persons

5.2    There are no schemes or arrangements (whether legally enforceable or not)
       for payments of retirement pension disability or death benefit or 
       similar schemes or arrangements in operation or contemplated in respect 
       of any of the Transferring Employees or their dependents or persons 
       formerly employed or engaged in the Activity or their dependents

                                       24
<PAGE>   26
     under which the Purchaser or any of the owners for the time being of the
     Business or Assets or any part thereof may become liable to make payments
     or to provide equivalent benefits.

6.   INSOLVENCY

     (a)  No receiver or administrative receiver has been appointed in respect
          of the Vendor or over the business or any of the Assets or undertaking
          of the Vendor

     (b)  No administration order has been made and no petition has been
          presented for such an order in respect of the Vendor

     (c)  No meeting has been convened at which a resolution will be proposed,
          no resolution has been passed, no petition has been presented and no
          order has been made for the winding-up of the Vendor

     (d)  The Vendor has not stopped or suspended payment of its debts, become
          unable to pay its debts (within the meaning of Section 123 of the
          Insolvency Act 1986) or otherwise become insolvent.

     (e)  No unsatisfied judgment, order or award is outstanding against the
          Vendor.

     (f)  No written demand under Section 123(1)(a) of the Insolvency Act 1986
          has been made against the Vendor.

     (g)  No distress or execution has been levied on, or other process
          commenced against, the Activity or any of the Assets.

     (h)  No voluntary arrangement has been proposed under Section 1 of the
          Insolvency Act 1986 in respect of the Vendor.

     (i)  No circumstances have arisen which entitle any person to take any
          action, appoint any person, commence proceedings or obtain any order
          of the type mentioned in this warranty 8

7.   INTELLECTUAL PROPERTY

7.1  Ownership of Intellectual Property

     So far as the Vendor is aware:-

     (a)  the Intellectual Property is in the sole absolute legal and beneficial
          ownership of Olivetti and Oracle

     (b)  No person has the right to call for the assignment or grant of a
          licence to it of any of the Intellectual Property

     (c)  None of Olivetti's and Oracle's rights in the Intellectual Property
          are being violated, challenged or infringed by any person

     (d)  The application, registration and renewal fees in respect of the
          Intellectual Property

                                       25
<PAGE>   27
     due up to the Completion Date have been paid in full

7.2  INVENTIONS

     As far as the Vendor is aware the manufacture and sale by ORL of products 
     in connection with the Activity does not infringe the patents, trade 
     marks, designs, copyright or any similar or other rights of any other 
     party and is not carried on with the consent of any other party

7.3  LICENCES

     All Intellectual Property of Olivetti and Oracle is valid and subsisting 
     and Olivetti and Oracle have not granted to any third party (other than 
     ORL) any licence or registered user or other rights of interest over or in
     respect of any Intellectual Property

7.4  Creation by third parties

     (a) To the extent that any work, invention or material has been developed 
         or created by a third party for Olivetti and Oracle (including without
         limitation any director consultant or employee of Olivetti or Oracle),
         Olivetti and Oracle have a written agreement with such third party
         with respect thereto and Olivetti and Oracle thereby have obtained
         ownership of, and are the exclusive owner of, all Intellectual
         Property in such work, material or invention by operation of law or
         by valid assignment.

     (b) Neither Olivetti nor Oracle have any liability to pay compensation
         under sections 40 and 41 of the Patents Act 1977.

8.   SECRET OR CONFIDENTIAL INFORMATION

8.1  The Vendor has not at any time disclosed to any person other than the 
     Purchaser:
 
     (a) any of the Intellectual Property or other confidential information
         or property (including, without limitation, secret processes,
         financial and technical information, designs, drawings, plans, models,
         prototypes, statistics, documents, files, records and papers); nor

     (b) any other information relating to the Activity, the disclosure of
         which might or could cause loss or damage to or adversely affect the
         Activity

     (c) any secret or confidential information relating to manufacturers,
         suppliers, customers, clients and agents of the Activity

9.   GENERAL

9.1  Compliance with this Agreement

     Compliance with the terms of this Agreement:-

     (a)  does not and will not conflict with or result in the breach of or
          constitute a default under any of the terms, conditions or provisions
          of any agreement or instrument to


                                       26
<PAGE>   28
          which the Vendor is now a party or any loan to or mortgage created
          by the Vendor;

     (b)  will not relieve any other party to a contract with the Vendor of
          its obligations thereunder or enable it to determine its obligations
          thereunder;

     (c)  does not require the consent or agreement of any person who is not a
          party to it;

     (d)  so far as the Vendor is aware will not cause the Activity to lose the
          benefit of any asset, right, licence or privilege it presently owns
          or enjoys;

     (e)  so far as the Vendor is aware will not result in any officer or senior
          employee of the Activity to leave its employment and to the best of
          the knowledge information and belief of the Vendor the attitude or
          actions of employees and other persons will not be prejudicially
          affected thereby.

9.2  ACCURACY OF INFORMATION

     (a)  The facts and information given in the Recitals, the Schedules to
          this Agreement and in the Disclosure Letter are true and accurate
          in all material respects, are fairly presented and are not misleading
          because of any omission or ambiguity or for any other reason.

     (b)  All information supplied to the Purchaser, its directors or any of
          its professional advisers by or on behalf of the Vendor, the
          directors of the Vendor, or their professional advisers in the
          course of the negotiations leading to the execution of this
          Agreement was when given and is now true and accurate in all respects
          and there is no fact or matter not disclosed in such written
          documents or communication which renders any such information untrue,
          inaccurate, misleading, false or deceptive because of any omissions
          or ambiguity or for any other reason.


                                       27
<PAGE>   29
EXECUTED (but not delivered        )
until the date hereof) as a DEED   )
by OLIVETTI RESEARCH               )
LIMITED acting by                  )

          Director   /s/ ANDY HOPPER
          Secretary  /s/ TAYLOR VINTERS




EXECUTED (but not delivered        )
until the date hereof) as a DEED   )
by PITCOM 174                      )
LIMITED acting by                  )

          Director   /s/ FREDERICK LAWRENCE
          Secretary  /s/ DANIEL L. SCHARRE



EXECUTED (but not delivered        )
until the date hereof) as a DEED   )
by OLIVETTI TELEMEDA               )
S p.A. acting by                   )


           /s/ MARCO DE BENEDETTI
          --------------------------
          Authorised Signatory and
          Chief Executive Officer




EXECUTED (but not delivered        )
until the date hereof) as a DEED   )
by ORACLE CORPORATION              )
acting by                          )


           /s/ DAVID ROUX
          --------------------------
          Authorised Signatory and
          Executive Vice President
          Of Corporate Development



                                       28
<PAGE>   30
EXECUTED (but not delivered        )
until the date hereof) as a DEED   )
by ORACLE RESEARCH                 )
LIMITED acting by                  )

              Director

              Director/Secretary



EXECUTED (but not delivered        )
until the date hereof) as a DEED   )
by PITCOMP 174                     )
LIMITED acting by                  )

              Director  /s/ FREDERICK LAWRENCE

              Director  /s/ DANIEL L. SCHARRE



EXECUTED (but not delivered        )
until the date hereof) as a DEED   )
by OLIVETTI TELEMEDIA              )
S.p.A. acting by                  )



              ------------------------------
              Authorised Signatory and
              Chief Executive Officer


EXECUTED (but not delivered        )
until the date hereof) as a DEED   )
by ORACLE CORPORATION              )
acting by                          )



              ------------------------------
              Authorised Signatory and
              Chief Executive Vice President
              Of Corporate Development


                                       24