<PAGE>   1
                                                                   EX. 10.12

                                                      AGREEMENT NO. C971312BC002




















                           PRODUCT PURCHASE AGREEMENT

                                     BETWEEN

                      GTE COMMUNICATION SYSTEMS CORPORATION

                                       AND

                           WORLD WIDE TECHNOLOGY, INC.






                                          CONTRACT MANAGER: KATHY DEFORD, C.P.M.



                                                                    CONFIDENTIAL


        *Certain material has been omitted from this exhibit pursuant to a
         request for confidential treatment and filed separately with the
         Securities and Exchange Commission.
<PAGE>   2



                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                                PAGE
<S>                                                                                                             <C>
1.   PARTIES......................................................................................................1

2.   TERM.........................................................................................................1

3.   PURCHASE AND DISTRIBUTION OF PRODUCT.........................................................................1

4.   SOFTWARE LICENSE.............................................................................................2

5.   CENTURY COMPLIANCE...........................................................................................3

                   *Confidential treatment will be requested

7.   PURCHASE ORDERS; CANCELLATION OF PURCHASE ORDERS; REVOCATION OF
ACKNOWLEDGEMENT...................................................................................................4

8.   BILLING AND PAYMENT TERMS....................................................................................5

                   *Confidential treatment will be requested

                   *Confidential treatment will be requested

11.  RECORDS AND REPORTS..........................................................................................6

12.  BAR CODING...................................................................................................6

13.  ELECTRONIC DATA INTERCHANGE..................................................................................6

14.  PRECEDENCE OF DOCUMENTS......................................................................................6

15.  DELIVERY.....................................................................................................7

16.  PACKAGING....................................................................................................8

17.  BILL OF SALE.................................................................................................8

18.  INSPECTION AND ACCEPTANCE....................................................................................9

19.  PRODUCT STANDARDIZATION......................................................................................9

                   *Confidential treatment will be requested

21.  TRADEMARK LICENSE............................................................................................9

22.  INFRINGEMENT................................................................................................10

23.  CONFIDENTIAL INFORMATION....................................................................................10

</TABLE>

                                       i                            CONFIDENTIAL

<PAGE>   3

<TABLE>


<S>                                                                                                              <C>
24.  PUBLICITY AND DISCLOSURE....................................................................................12

25.  COMPLIANCE WITH LAWS........................................................................................13

26.  FORCE MAJEURE...............................................................................................14

27.  ASSIGNMENT..................................................................................................14

28.  TAXES.......................................................................................................15

29.  PLANT AND WORK RULES AND RIGHT OF ACCESS....................................................................15

30.  INDEMNIFICATION AND INSURANCE...............................................................................16

31.  RELATIONSHIP OF PARTIES.....................................................................................17

32.  TOXIC SUBSTANCES AND HAZARDOUS PRODUCT......................................................................17

33.  TERMINATION.................................................................................................17

34.  DISPUTE RESOLUTION..........................................................................................18

35.  NOTICES.....................................................................................................19

36.  LABOR SERVICES..............................................................................................20

37.  NONWAIVER...................................................................................................21

38.  SEVERABILITY................................................................................................21

39.  SECTION HEADINGS............................................................................................21

40.  SURVIVAL OF OBLIGATIONS.....................................................................................21

41.  CHOICE OF LAW AND JURISDICTION..............................................................................21

42.  ENTIRE AGREEMENT............................................................................................21

</TABLE>

SIGNATURES

EXHIBIT A:  GTE AFFILIATED ENTITIES

EXHIBIT B:


                                 ii                                 CONFIDENTIAL
<PAGE>   4


EXHIBIT C:  BAR CODING

EXHIBIT D:  EDI PURCHASE ORDERS

EXHIBIT E:  SHIPPING AND CARRIER ROUTING INSTRUCTION

EXHIBIT F:  PRODUCT DELIVERY INTERVAL

EXHIBIT G:  STANDARDIZATION POLICIES, PROCEDURES AND TERMS

EXHIBIT H:  [*Confidential treatment requested].

EXHIBIT I:  CENTURY COMPLIANCE

                                iii                                 CONFIDENTIAL
<PAGE>   5


                           PRODUCT PURCHASE AGREEMENT


1.       PARTIES

         (a)  This Product Purchase Agreement (Agreement) is made between World
              Wide Technology, Inc., a Missouri corporation, with offices at 127
              Weldon Parkway, St. Louis, Missouri 63043-3101 (SELLER) and GTE
              Communication Systems Corporation, a Delaware corporation, acting
              through its GTE Supply Division, with offices at 700 Hidden Ridge,
              Irving, Texas 75038, for the benefit of itself and the GTE
              affiliated entities (AFFILIATES) listed in Exhibit A (CUSTOMER),
              which may be changed by CUSTOMER upon written notice to SELLER.

         (b)  CUSTOMER or AFFILIATES may purchase SELLER's products (PRODUCT),
              [*Confidential treatment requested], on a nonexclusive basis from
              SELLER on the same terms and conditions as CUSTOMER and an
              AFFILIATE shall also be a CUSTOMER under this Agreement.

2.       TERM

         This Agreement shall be effective on November 1, 1997, and shall
         continue for a period of five (5) years unless earlier terminated or
         modified. This Agreement shall be automatically terminated unless
         renewed by CUSTOMER with at least thirty (30) days' written notice to
         SELLER before the expiration of the term.

3.       PURCHASE AND DISTRIBUTION OF PRODUCT

         (a)  This Agreement does not by itself order any PRODUCT. CUSTOMER
              shall order PRODUCT by submitting a purchase order to SELLER in
              accordance with Section 7, PURCHASE ORDERS; CANCELLATION OF
              PURCHASE ORDERS; REVOCATION OF ACKNOWLEDGEMENT and Section 13,
              ELECTRONIC DATA INTERCHANGE. If a purchase order submitted by
              CUSTOMER to SELLER (i) conforms to the requirements of Section 7,
              PURCHASE ORDERS; CANCELLATION OF PURCHASE ORDERS; REVOCATION OF
              ACKNOWLEDGEMENT and Section 13, ELECTRONIC DATA INTERCHANGE, (ii)
              CONTAINS A PRODUCT or within the guidelines for PRODUCT quantities
              and for the price or prices specified in [*Confidential treatment
              requested] and (iii) does not purport to make a material change
              to any of the terms of this Agreement applicable to such PRODUCT
              purchase order (including a material change in the items
              enumerated in Section 14.(a)(i-x)), SELLER shall be obligated to
              acknowledge the purchase order within ten (10) days of receipt,
              without conditioning such acknowledgement on the acceptance by
              CUSTOMER of any terms inconsistent with or in addition to those
              set forth in this Agreement. Upon acknowledgement, a purchase
              order and the related acknowledgement shall constitute a binding
              contract for the purchase and sale of the applicable PRODUCT
              governed by the provisions of this Agreement, as such provisions
              may be modified as provided herein. Under special circumstances,
              PRODUCT may be purchased pursuant to the terms of this Agreement
              at prices quoted by SELLER in response to a specific request from
              CUSTOMER.



                                                                    CONFIDENTIAL
<PAGE>   6



         (b)  CUSTOMER may purchase the PRODUCT for its own use or for resale.

         (c)  This Agreement is nonexclusive and shall not be construed to (i)
              require CUSTOMER to purchase any specific amount of PRODUCT, or
              (ii) require CUSTOMER to sell any, all or a portion of PRODUCT it
              orders, or (iii) unless otherwise specified in this Agreement,
              restrict the purchase, resale and/or distribution of PRODUCT to
              any geographic area.

4.       SOFTWARE LICENSE

         If the PRODUCT includes software, SELLER grants to CUSTOMER a license
         under the following terms:

         (a)  Definitions

              (1)      The term "Software" means any Software programs, in
                       source, object, or other form, including firmware and
                       documentation [*Confidential treatment requested],
                       or identified in a purchase order.

              (2)      The term "Use" shall mean: (i) the reading by any
                       authorized users into or out of computer hardware memory
                       of the Software and the execution of the Software whether
                       in whole or in part by any individual having authorized
                       access to any computer on which the Software is operated
                       and shall include employees of CUSTOMER, its agents, or
                       contractors and/or in the case of CUSTOMER providing
                       services to third parties, the third parties' employees,
                       agents, or contractors; (ii) to transfer into, and store
                       in, equipment selected by the CUSTOMER all or any portion
                       of the Software; (iii) to compile and decompile, assemble
                       or disassemble, or otherwise transform the Software form
                       source, object or other form into source, object or other
                       form; (iv) and to process and execute instructions,
                       statements and data included in, or input to, the
                       Software.

              (3)      The Term "Specifications" shall mean specifications for
                       the Software as set forth in a purchase order, as well as
                       SELLER's then current published specifications and user
                       documentation for the Software.

         (b)  The term PRODUCT includes any Software (operating program in
              machine readable form and feature descriptions or firmware)
              furnished with or embedded in PRODUCT. Title to such Software
              shall remain with manufacturer. SELLER warrants that manufacturer
              has granted to SELLER a nonexclusive, nontransferable license to
              grant a nonexclusive, nontransferable sublicense to CUSTOMER of
              SELLER and to any subsequent purchaser, assignee or lessee from
              such CUSTOMER of the PRODUCT in which or with which such Software
              is furnished. For the life or purchased PRODUCT, or during the
              term PRODUCT is leased, as applicable, SELLER grants to CUSTOMER
              and any subsequent purchaser, assignee, or lessee of said PRODUCT
              a nonexclusive license to use said Software in connection with
              PRODUCT with which it is delivered. CUSTOMER and any subsequent
              purchaser, assignee, or lessee may copy the Software for use on
              such PRODUCT with which it was originally delivered for archival
              purposes or on an


                                       2                            CONFIDENTIAL
<PAGE>   7


              alternate PRODUCT for disaster recovery purposes, as applicable,
              but shall not otherwise knowingly reproduce the original Software
              or make copies of the Software for distribution to others.
              CUSTOMER and any subsequent purchaser, assignee or lessee may add
              to, delete from or modify the Software, in any manner, but no
              changes, however extensive, shall alter manufacturer's title to
              such original Software. Title to any such modification or addition
              to the Software shall remain in the entity which creates the
              modification or addition.

         (c)  The price set forth in a purchase order under this Agreement or in
              an Exhibit attached includes the fee for the Software furnished
              and the license granted.

         (d)  Additional SOFTWARE LICENSE responsibilities and obligations of
              the manufacturer(s) of PRODUCT(s) are contained in EXHIBIT H.

5.       CENTURY COMPLIANCE

         SELLER agrees to comply with the provisions set forth in Exhibit I,
         CENTURY COMPLIANCE.


















                   *Confidential treatment will be requested


















                                       3                            CONFIDENTIAL

<PAGE>   8


                     [*Confidential treatment requested].






7.       PURCHASE ORDERS; CANCELLATION OF PURCHASE ORDERS; REVOCATION OF
         ACKNOWLEDGEMENT

         (a)  A purchase order means an order, form, memorandum, written
              communication and/or electronic transmission that CUSTOMER may
              deliver to SELLER for the purchase of PRODUCT. The following
              information shall be contained in the purchase order:

              (1)    Description of PRODUCT, including any numerical
                     alphabetical identification, including SELLER's part
                     number, referenced in the price list herein;

              (2)    Requested delivery date;

              (3)    Applicable price;

              (4)    Location to which the PRODUCT is to be shipped;

              (5)    Location to which invoices shall be rendered for payment;

              (6)    CUSTOMER's purchase order number;

              (7)    Configurations (if applicable);

              (8)    Delivery requirements; and

              (9)    A reference to any applicable quotation given by SELLER to
                     CUSTOMER. SELLER shall acknowledge purchase orders within
                     ten (10) days of receipt of the purchase orders.

         (b)  Purchase orders may be mailed, sent by facsimile transmission or
              electronic data interchange in accordance with Section 13,
              ELECTRONIC DATA INTERCHANGE.

         (c)  SELLER may enforce each purchase order only against the AFFILIATE
              that has submitted the purchase order.

         (d)  If an AFFILIATE shall be in material breach or default of this
              Agreement, including, but not limited to, timely payment for
              PRODUCT purchased and such breach shall continue for a period of
              thirty (30) days after CUSTOMER's receipt of SELLER's written
              notice, then, in addition to all other rights and remedies of law
              or equity or otherwise, SELLER shall have the right to suspend
              delivery of PRODUCT on outstanding purchase orders or revoke
              existing acknowledgements only with


                                       4                            CONFIDENTIAL
<PAGE>   9


              respect to the AFFILIATE. Default by an AFFILIATE shall not affect
              any other AFFILIATE party to this Agreement.

         (e)  If SELLER shall be in material breach or default of this
              Agreement, and such breach shall continue for a period of thirty
              (30) days after SELLER's receipt of CUSTOMER's written notice
              thereof, then, in addition to all other rights and remedies of law
              or equality or otherwise, CUSTOMER shall have the right to
              immediately cancel all applicable purchase orders without any
              obligation or liability to SELLER for said cancellation. However,
              if SELLER fails to tender delivery of PRODUCT on or before the
              ship date stated on SELLER's acknowledgment, then CUSTOMER shall
              have the right to immediately cancel all applicable purchase
              orders without further obligation or liability to SELLER for said
              cancellation or any obligation to provide SELLER a time period to
              cure said breach.

8.       BILLING AND PAYMENT TERMS

         (a)  SELLER shall invoice CUSTOMER for each shipment made or service
              rendered (unless another address is specified in writing by
              CUSTOMER), at the address listed on CUSTOMER's purchase order.
              Invoices shall include, but not be limited to: (i) purchase order
              number; (ii) purchase order line number; (iii) PRODUCT
              identification number; (iv) ship to address; (v) quantity shipped
              and billed; (vi) net invoice amount; (vii) net unit cost; and
              (viii) any special instructions requested by CUSTOMER.

         (b)  Payment shall be due thirty (30) days from the date of receipt of
              goods or receipt of SELLER's invoice, whichever occurs later, or
              if the performance of service is required, the completion and
              acceptance of such services by CUSTOMER.













                   *Confidential treatment will be requested















                                       5                            CONFIDENTIAL
<PAGE>   10










11.      RECORDS AND REPORTS

         (a)  SELLER shall maintain complete and accurate records of all
              invoices, all amounts billable to and payments made by CUSTOMER,
              in accordance with generally accepted accounting practices. SELLER
              shall retain and make available upon request such records for a
              period of three (3) years from the date of final shipment of
              PRODUCT or rendering of services covered by this Agreement.

         (b)  When requested by CUSTOMER, SELLER shall, for purchase orders
              placed directly with SELLER by an AFFILIATE (other than GTE
              Supply), provide CUSTOMER a quarterly purchase report by ordering
              location, listing PRODUCT purchased under this Agreement,
              description, part number, quantities shipped, associated net
              prices and certification of Women and Minority Owned Business
              Enterprise (WMBE) or Minority Owned Business Enterprise (MBE), if
              requested. CUSTOMER shall specify the address for this report.

         (c)  When requested by SELLER, CUSTOMER shall, for resale purchase
              orders shipped from GTE Supply's inventory, provide SELLER, at the
              address referenced in Section 35, NOTICES, a monthly report
              (point-of-sale) by customer, listing PRODUCT shipped, part number,
              description, quantities shipped and associated net prices.

12.      BAR CODING

         SELLER agrees to participate with CUSTOMER in the development of a bar
         coding program in accordance with GTE standard set forth in Exhibit C.

13.      ELECTRONIC DATA INTERCHANGE

         SELLER agrees to participate with CUSTOMER in the development of an
         Electronic Data Interchange (EDI) for the communication of purchase
         orders, acknowledgements, subsequent invoicing or other data that may
         be communicated between CUSTOMER and SELLER. SELLER further agrees to
         the terms and conditions as set forth in Exhibit D for the transmission
         of such electronically communicated data.

14.      PRECEDENCE OF DOCUMENTS

         (a)  All quotations, purchase orders, acknowledgements, and invoices
              issued pursuant to this Agreement shall be subject to the
              provisions contained in this Agreement. The terms and conditions
              of this Agreement will control over any conflicting or
              inconsistent terms contained in any quotation, purchase order,
              acknowledgement or invoice. Unless SELLER's rejection is forwarded
              to CUSTOMER with ten (10)


                                       6                            CONFIDENTIAL
<PAGE>   11


              days of receipt of the purchase order, the following provisions,
              as they relate to the PRODUCT ordered pursuant to a particular
              purchase order, can be changed by language contained in that
              purchase order; (i) the quantity, (ii) special quoted price, (iii)
              payment terms, (iv) warranty period, (v) packaging instructions,
              (vi) shipping instructions, (vii) title and risk of loss, (viii)
              additional documentation requirements, (ix) delivery date, or (x)
              description of the PRODUCT.

         (b)  Except for the changes enumerated in Section 14.(a)(i-x) above, no
              modification to this Agreement or additional terms contained in
              any quotation, purchase order, acknowledgment, or invoice shall be
              valid without the prior written approval of the officer who
              executed this Agreement on behalf of CUSTOMER.

15.      DELIVERY

         (a)  Unless otherwise specified in the applicable purchase order, title
              to a PRODUCT sold pursuant to this Agreement shall pass at the
              time of shipment by SELLER as described in Section 15.(b). Any
              loss or damage to a PRODUCT prior to the passing of title shall be
              for the account and risk of SELLER. Any loss or damage to a
              PRODUCT after the passing of title shall be for the account and
              risk of CUSTOMER. Nothing contained in this Section 15.(a) shall
              be construed to reduce or otherwise affect the obligations of
              SELLER to obtain insurance covering any PRODUCT shipped by it to
              CUSTOMER.

         (b)  Shipments of PRODUCT shall be made FOB Origin, freight collect or
              as otherwise specified on individual purchase orders. When
              CUSTOMER requests SELLER to arrange the transportation of the
              PRODUCT, SELLER shall ship PRODUCT freight collect in accordance
              with [*Confidential treatment requested], unless
              otherwise specified on CUSTOMER's purchase order. If SELLER is
              instructed by CUSTOMER to ship prepaid and added to the invoice,
              SELLER shall select a carrier based on the best rate as negotiated
              by SELLER, and CUSTOMER shall only pay SELLER's net transportation
              costs, that include, but are not limited to, all applicable
              discounts, allowances and refunds.

         (c)  Failure of SELLER to ship PRODUCT in accordance with CUSTOMER's
              freight routing instructions shall result in charge-backs to
              SELLER for excess freight charges.

         (d)  Unless instructed otherwise by CUSTOMER, SELLER shall, for
              purchase orders placed, (i) see that all subordinate documents
              bear CUSTOMER's purchase order number; (ii) enclose a packing list
              with each shipment and when more than one package is shipped,
              identify the one containing the packing list; (iii) mark
              CUSTOMER's purchase order number on all packages and shipping
              papers; (iv) render invoices showing CUSTOMER's purchase order
              number; (v) render separate invoices for each shipment or purchase
              order; (vi) forward shipping notices with invoices; (vii) invoice
              CUSTOMER by mailing or otherwise transmitting invoices, bills, and
              notices to the billing address on the purchase order; and (viii)
              make available a bill of lading upon request.


                                       7                            CONFIDENTIAL

<PAGE>   12

         (e)  Standard delivery intervals for PRODUCT shall be specified in
              Exhibit F and may be amended only by a written document signed by
              both parties. Standard delivery intervals begin from the date of
              SELLER's receipt of CUSTOMER's purchase order.

         (f)  SELLER shall ship PRODUCT to CUSTOMER within (i) the delivery
              intervals specified in Exhibit F (which do not include in-transit
              interval), or (ii) as otherwise provided by SELLER to CUSTOMER in
              a firm price quotation, purchase order acknowledgment or other
              written means (provided that such time period is not longer than
              the time period specified in Exhibit F without CUSTOMER's written
              request or agreement) with a minimum ninety-six percent (96%) on
              time shipping performance service level. On time shipping
              performance service level shall be calculated as total line items
              shipped complete, as compared to the total number of line items
              ordered that have been purchase for delivery within SELLER's
              stated delivery interval. SELLER shall provide CUSTOMER, on a
              quarterly basis, at the addresses as referenced in Section 35,
              NOTICES, shipping reports delineating the following information:

              (1)    CUSTOMER's purchase order number;

              (2)    Date CUSTOMER's purchase order received by SELLER.

              (3)    Date purchase order shipped complete from SELLER;

              (4)    Total number of line items scheduled for shipment in the
                     period;

              (5)    Total number of line items shipped complete and on time in
                     the period; and

              (6)    Percent (%) of line items shipped complete and on time in
                     the period.

16.      PACKAGING

         PRODUCT shall be packaged for shipment, at no additional charge, in
         suitable containers that provide protection against damage during the
         domestic shipment, handling and storage in reasonably dry, unheated
         quarters. [*Confidential treatment will be requested.] Corrugated
         shipping containers shall comply with the requirements of Item 222 of
         the National Motor Freight Code, Series NMFC 100-S, which may be
         amended from time to time. Containers of any type that are too heavy or
         too large to be palletized shall be skidded to facilitate fork truck or
         mechanized handling.

17.      BILL OF SALE

         SELLER shall, upon request and after payment by CUSTOMER, execute and
         deliver to CUSTOMER a bill of sale or similar document evidencing
         conveyance of PRODUCT, free and clear of all liens, security interests
         and encumbrances.


                                       8                           CONFIDENTIAL

<PAGE>   13

18.      INSPECTION AND ACCEPTANCE

         (a)  All PRODUCT ordered pursuant to this Agreement shall be subject to
              inspection by CUSTOMER after delivery to determine conformity with
              CUSTOMER's purchase order and SELLER's advertised or published
              specifications. If the PRODUCT delivered does not so conform,
              CUSTOMER shall have the right to reject such PRODUCT. PRODUCT that
              has been delivered and rejected, in whole or in part, shall be
              returned to SELLER at SELLER's risk and expense. CUSTOMER shall
              have a period of one hundred twenty (120) days following arrival
              of standard PRODUCT and ninety (90) days following arrival of
              custom PRODUCT at the delivery destination specified by CUSTOMER
              within which to inspect the PRODUCT for conformity with CUSTOMER's
              purchase order and SELLER's advertised and published
              specifications and to provide SELLER with written notice of any
              discrepancy or rejection. CUSTOMER shall notify SELLER and arrange
              for the return of PRODUCT as required.

         (b)  Inspection or failure to inspect on any occasion shall not affect
              CUSTOMER's rights under the "WARRANTY" provisions of Exhibit H or
              any other rights or remedies available to CUSTOMER, whether at law
              or in equity.

19.      PRODUCT STANDARDIZATION

         During the term of this Agreement, SELLER shall comply with CUSTOMER's
         standardization policies, procedures and terms as set forth in Exhibit
         G.

*Confidential treatment will be requested.






                                                                               ,










21.      TRADEMARK LICENSE

         SELLER grants to CUSTOMER the nonexclusive right to use SELLER's trade
         names and trademarks in marketing SELLER's PRODUCT. CUSTOMER agrees to
         designate the PRODUCT properly and depict marks accurately.


                                       9                            CONFIDENTIAL
<PAGE>   14


22.      INFRINGEMENT

         (a)  SELLER agrees to indemnify, defend and hold harmless CUSTOMER and
              its Affiliates, shareholders, directors, officers, employees,
              contractors, agents and other representatives from all demands,
              claims, actions, causes of action, proceedings, assessments,
              losses, damages, liabilities, settlements, judgments, fines,
              penalties, interest, cost and expenses (including fees and
              disbursements of counsel) arising from or relating to any actual
              or alleged infringement or misappropriation of any patent,
              trademark, copyright, trade secret or any actual or alleged
              violation of any other intellectual property rights arising from
              or in connection with the PRODUCT provided or the services
              performed under this Agreement regardless of whether such PRODUCT
              or services form the entire basis or only a portion of the basis
              for such claims of infringement, misappropriation or violation.
              Notwithstanding anything to the contrary contained in this
              Agreement (including, but not limited to, Section 30,
              INDEMNIFICATION AND INSURANCE), the provisions of this Section
              22.(a) shall govern the rights of CUSTOMER and its Affiliates,
              shareholders, directors, officers, employees, contractors, agents
              and other representatives to indemnification for claims of
              infringement, misappropriation or violation of intellectual
              property rights.

         (b)  Except for the negligence provisions, the procedures set forth in
              Section 30, INDEMNIFICATION AND INSURANCE, shall apply in the case
              of any claims of infringement, misappropriation or violation of
              intellectual property rights for which indemnification will be
              sought.

         (c)  Additional INFRINGEMENT responsibilities and obligations for the
              manufacturer(s) of the PRODUCT(s) are contained in EXHIBIT H.

23.      CONFIDENTIAL INFORMATION

         (a)  In order for the parties to perform their respective obligations
              under this Agreement, it may be necessary for either party to
              disclose to the other technical, customer, personnel and/or
              business information in written, graphic, oral or other tangible
              or intangible forms including, but not limited to, specifications,
              records, data, computer programs, drawings, schematics, know-how,
              notes, models, reports and samples. Such information may contain
              proprietary or confidential material, or material subject to
              applicable laws regarding secrecy of communications or trade
              secrets (Confidential Information).

         (b)  Each party acknowledges and agrees:

              (1)    That all Confidential Information acquired by either party
                     from the other shall be and shall remain the exclusive
                     property of the disclosing party;

              (2)    To identify in writing as confidential or proprietary, or
                     mark as confidential or proprietary, any information that
                     either party deems to be Confidential Information;



                                       10                           CONFIDENTIAL

<PAGE>   15

              (3)    That information that is disclosed orally shall not be
                     considered Confidential Information unless it is reduced to
                     writing or to a written summary that identifies the
                     orally-disclosed topics to be considered as Confidential
                     Information and such writing is provided to the recipient
                     at the time of disclosure or within thirty (30) days
                     thereafter.

              (4)    To receive in confidence any Confidential Information; to
                     limit access to such Confidential Information to authorized
                     employees who have a need to know the Confidential
                     Information in order for the party to perform its
                     obligations under this Agreement and who have been informed
                     of the confidential and proprietary nature; not to
                     disclose, reveal or divulge any Confidential Information or
                     authorize any other person to do so except (i) as
                     specifically approved in writing by the disclosing party or
                     (ii) as required in connection with the due and proper
                     performance by the receiving party of its obligations under
                     this Agreement (which shall not be deemed to include
                     disclosure to consultants, advisors or other third parties
                     which are not full-time, regular employees of the receiving
                     party);

              (5)    To use such Confidential Information only for the purposes
                     of performing their obligations under this Agreement and
                     for such other purposes as may be agreed upon between the
                     parties in writing;

              (6)    If a receiving party receives a request to disclose any
                     Confidential Information (whether pursuant to a valid and
                     effective subpoena, an order issued by a court or other
                     governmental authority of competent jurisdiction or
                     otherwise) on advice of legal counsel that disclosure is
                     required under applicable law, such party agrees that,
                     prior to disclosing any Confidential Information, it shall
                     (i) notify the disclosing party of the existence and terms
                     of such request or advice, (ii) cooperate with the
                     disclosing party in taking legally available steps to
                     resist or narrow any such request or to otherwise eliminate
                     the need for such disclosure, if requested to do so by the
                     disclosing party, and (iii) if disclosure is required, use
                     its best efforts to obtain a protective order or other
                     reliable assurance that confidential treatment will be
                     afforded to such portion of the Confidential Information as
                     is required to be disclosed;

              (7)    Upon request of the disclosing party, to return all
                     Confidential Information to such party, or to destroy any
                     documents, computer media or records, in written, graphic,
                     or other tangible form, that contain any Confidential
                     Information;

              (8)    That the obligations with respect to Confidential
                     Information shall extend for a period of five (5) years
                     following the date of initial disclosure of that
                     Confidential Information, and such obligations shall extend
                     beyond completion of the term of this Agreement; and

              (9)    That nothing contained in this Section 23 shall be
                     construed as a license or permission to make, use, or sell
                     the Confidential Information or products derived therefrom.


                                       11                           CONFIDENTIAL
<PAGE>   16


         (c)  The obligations contained in this Section 23 do not apply to
              Confidential Information that:

              (1)    As shown by reasonably documented proof, was in the
                     receiving party's possession prior to receipt thereof from
                     the disclosing party;

              (2)    As shown by reasonably documented proof, was received by
                     one party in good faith from a third party not subject to a
                     confidential obligation to the other party;

              (3)    Now is or later becomes publicly known through no breach of
                     confidential obligation by the receiving party;

              (4)    Is disclosed pursuant to a requirement imposed by a
                     governmental agency or is otherwise required to be
                     disclosed by operation of law, provided that the party
                     receiving the request for the information has fully
                     complied with its obligations under Section 23.(b)(6);

              (5)    Was developed by the receiving party without the developing
                     persons having access to any of the Confidential
                     Information received from the other party;

              (6)    Is authorized in writing by the disclosing party to be
                     released or is designated in writing by the source as no
                     longer being confidential or proprietary.

         (d)  It is agreed that a violation of any of the provisions of this
              Section 23 will cause irreparable harm and injury to the
              disclosing party and that party shall be entitled, in addition to
              any other rights and remedies it may have at law or in equity, to
              seek an injunction enjoining and restraining the receiving party
              from doing or continuing to do any such act and any other
              violations or threatened violations of this Section 23.

24.      PUBLICITY AND DISCLOSURE

         Each party agrees not to provide copies of this Agreement, or otherwise
         disclose the terms of this Agreement, to any third party without the
         prior written consent of the other party; provided, however, that
         CUSTOMER may, without obtaining SELLER's consent, provide copies or
         make disclosures to prospective purchasers of the business of CUSTOMER
         or of any AFFILIATE; or for the purpose of obtaining third party
         financing; and any regulatory or judicial body requesting such
         information. The parties further agree to submit to one another, for
         written approval, all advertising, sales promotion, press releases and
         other publicity matters relating to the PRODUCT furnished or the
         services performed pursuant to this Agreement, when its respective name
         or mark is mentioned or language from which the connection of said name
         or mark may be inferred or implied. The parties further agree not to
         publish or use such advertising, sales promotions, press releases, or
         publicity matters without such prior written approval. Any approval
         required under this Section shall not be unreasonably withheld or
         delayed by either party.


                                       12                           CONFIDENTIAL
<PAGE>   17

25.      COMPLIANCE WITH LAWS

         (a)  SELLER shall comply with the provisions of all applicable federal,
              state, county and local laws, ordinances, regulations and codes
              (including procurement of required permits or certificates) in
              manufacturing, assembling, selling and providing PRODUCT and in
              performing its other obligations under this Agreement, including,
              but not limited to, the standards promulgated under the
              Occupational Safety and Health Act, Executive Order 11246, as
              amended, Section 503 of the Vocational Rehabilitation Act of 1973,
              as amended, the Vietnam Era Veterans Readjustment Assistance Act
              of 1974, the Immigration Reform and Control Act of 1986, the Civil
              Rights Acts of 1964 and 1991, the Americans with Disabilities Act,
              the Age Discrimination in Employment Act, and all rules and
              regulations relative to these Acts and other applicable equal
              employment opportunity laws, rules and regulations, which are
              expressly incorporated herein by reference. Irrespective of
              whether a specification is furnished, if PRODUCT or containers
              furnished are required to be constructed, packaged, labeled, or
              registered in a prescribed manner, SELLER shall comply with
              applicable federal, state or local laws. SELLER shall indemnify
              CUSTOMER against all claims, loss or damage sustained because of
              its noncompliance.

         (b)  If any persons furnished under the Agreement by SELLER have a
              disability as defined in the Americans with Disabilities Act, 42
              U.S.C.A. 12101 et seq. (the ADA), SELLER shall, where required by
              Title I of the ADA and at its sole expense, provide "reasonable
              accommodations" that may be required under Title I of the ADA
              including, but not limited to, "auxiliary aids and services" to
              make aural, visual materials or interpreters available to
              individuals furnished by SELLER with impairments so that such
              individuals are able to perform the essential functions of the job
              they are contracted to perform. SELLER further agrees to indemnify
              and defend CUSTOMER for any losses, fines, reasonable attorney
              fees, or other penalties that may be incurred or assessed upon
              CUSTOMER due to SELLER's failure to comply with the provisions of
              the Title I of the ADA with respect to the persons furnished by
              SELLER.

         (c)  PRODUCT furnished shall comply, to the extent applicable, with the
              requirements of the Federal Communications Commission's Rules and
              Regulations, as may be amended, including those sections
              concerning the labeling of such PRODUCT and the suppression of
              radiation to specified levels. If the PRODUCT generates
              interference harmful to radio communications, and such PRODUCT was
              installed in accordance with such Rules and Regulations, then
              SELLER shall provide to CUSTOMER methods for suppressing the
              interference. If the interference cannot be reasonably suppressed,
              SELLER shall accept return of the PRODUCT, refund to CUSTOMER the
              price paid for the PRODUCT and bear all expenses for removal and
              shipment of such PRODUCT. Nothing herein shall be deemed to
              diminish or otherwise limit SELLER's obligations under the
              "WARRANTY" PROVISIONS of Exhibit H herein or any other rights or
              remedies available to CUSTOMER, whether at law or in equity.


                                       13                           CONFIDENTIAL
<PAGE>   18

26.      FORCE MAJEURE

         (a)  Neither party shall be responsible for any delay or failure in
              performance of any part of this Agreement to the extent that such
              delay or failure is caused by fire, flood, explosion, war,
              embargo, government requirement, civil or military authority, acts
              of God, strikes, slowdowns, picketing, boycotts, or any other
              circumstances beyond its reasonable control and not involving any
              fault or negligence of the party affected (Condition). If any such
              Condition occurs, the party delayed or unable to perform shall
              promptly give written notice to the other party and, if such
              Condition remains at the end of thirty (30) days, the party
              affected by the other's delay or inability to perform may elect to
              (i) terminate such purchase order or part thereof, or (ii) suspend
              such purchase order for the duration of the Condition, and if
              CUSTOMER is the suspending party, buy elsewhere comparable
              material to be sold under such purchase order, and apply to any
              commitment the purchase price of such purchase, and resume
              performance of such purchase order once the Condition ceases, with
              an option in the affected party to extend the period of this
              Agreement up to the length of time the Condition endured.

         (b)  Unless written notice is given within thirty (30) days after the
              affected party is notified of the Condition, (a)(ii) above shall
              be deemed selected.

27.      ASSIGNMENT

         (a)  The rights and obligations of the parties shall neither be
              assigned nor delegated without the prior written consent of the
              other party. However, any party may assign or delegate its
              respective rights and obligations, in whole or in part, to any
              parent, subsidiary or affiliate of that party that was such a
              parent, subsidiary or affiliate at the time of execution of this
              Agreement; provided that the assigning party gives the other
              thirty (30) days' prior written notice and the assignee agrees to
              be bound by the terms of this Agreement.

         (b)  The limitation on assignment does not apply to an assignment
              confined solely to monies due or to become due under this
              Agreement, provided the party is given thirty (30) days' prior
              written notice of such assignment. An assignment of monies shall
              be void to the extent that it attempts to impose upon the party
              obligations to the assignee in addition to the payment of such
              monies, or to preclude the party from dealing solely and directly
              with the other in all matters, including negotiation of amendments
              or settlement of amounts due, or it gives rise to any additional
              rights or defenses available to the assignee that were not
              available to the other party.

         (c)  If CUSTOMER sells, exchanges or otherwise disposes of all or a
              portion of the assets of, or CUSTOMER's interest in, any business
              unit in which PRODUCT are used, then CUSTOMER shall have the
              right, upon written notice to SELLER, to assign to such third
              party all licenses and rights granted under this Agreement with
              respect to such PRODUCT; provided that the third party agrees to
              be bound by all obligations of CUSTOMER to SELLER that pertain to
              the PRODUCT.


                                       14                           CONFIDENTIAL
<PAGE>   19


         (d)  CUSTOMER may assign to a leasing company CUSTOMER's right to
              purchase PRODUCT under the terms and conditions of this Agreement
              for CUSTOMER's internal use.

28.      TAXES

         CUSTOMER shall be liable for and shall reimburse SELLER for payments of
         Federal Manufacturers' and Retailers' Excise Taxes and state and local
         sales and use taxes, as applicable, with respect to transactions under
         this Agreement. Taxes payable by CUSTOMER shall be separately stated in
         SELLER's invoices and shall not be included in SELLER's prices.
         CUSTOMER shall not be liable for any tax for which a valid exemption
         certificate acceptable to the applicable state or local taxing
         authorities is furnished by CUSTOMER to SELLER. CUSTOMER's purchase
         order may provide SELLER additional tax instruction as allowed by law
         including, but not limited to, CUSTOMER's accrual and payment of taxes
         and/or special jurisdictional exemptions.

29.      PLANT AND WORK RULES AND RIGHT OF ACCESS

         (a)  The respective agents and employees of the parties, while on the
              premises of the other, shall comply with all plant rules,
              regulations and reasonable company standards for security,
              including (when required by U. S. government regulations)
              submission of satisfactory clearance from U. S. Department of
              Defense and other federal authorities concerned.

         (b)  Each party shall permit reasonable access during normal working
              hours to its facilities in connection with the work. No charge
              shall be made for such visits. Reasonable prior notice shall be
              given when access is required.

         (c)  If SELLER is given access, whether on-site or through remote
              facilities, to any CUSTOMER computer or electronic data storage
              system in order for SELLER to accomplish the work called for in
              this Agreement, SELLER shall limit such access and use solely to
              perform work within the scope of this Agreement and shall not
              access or attempt to access any computer system, electronic file,
              Software or other electronic services other than those
              specifically required to accomplish the work required under this
              Agreement. SELLER shall limit such access to those of its
              employees whom CUSTOMER has authorized in writing to have such
              access in connection with this Agreement, and shall strictly
              follow all CUSTOMER's security rules and procedures for use of
              CUSTOMER's electronic resources. All user identification numbers
              and passwords disclosed to SELLER and any information obtained by
              SELLER as a result of SELLER's access to and use of CUSTOMER's
              computer and electronic data storage systems shall be deemed to
              be, and shall be treated as, CUSTOMER Confidential Information
              under applicable provisions of this Agreement. SELLER agrees to
              cooperate with CUSTOMER in the investigation of any apparent
              unauthorized access by SELLER to CUSTOMER's computer or electronic
              data storage systems or unauthorized release of Confidential
              Information by SELLER.


                                       15                           CONFIDENTIAL
<PAGE>   20

30.      INDEMNIFICATION AND INSURANCE

         (a)  SELLER shall indemnify, defend, and hold harmless CUSTOMER and its
              affiliates, officers, agents, and employees, from all claims,
              suits, actions, demands, damages, liabilities, expenses (including
              fees and disbursements of counsel), judgments, settlements and
              penalties of every kind based on (i) personal injury, death, or
              property damage to the extent any of the foregoing is proximately
              caused by either any defective PRODUCT provided by SELLER, its
              officers, employees, subcontractors or agents, or by the negligent
              or willful acts or omissions of SELLER, its officers, employees,
              subcontractors or agents, or (ii) strict liability in tort or
              products liability of any other kind in connection with any
              PRODUCT provided by SELLER, its officers, employees,
              subcontractors or agents or the use, resale or distribution of any
              such PRODUCT by CUSTOMER. The foregoing indemnity, to the extent
              permitted by law, shall apply in the case of all claims that arise
              from the negligence, misconduct or other fault of CUSTOMER,
              provided, however, that if a claim is the result of the joint
              negligence, joint misconduct, or joint fault of SELLER and
              CUSTOMER, the amount of the claim for which CUSTOMER is entitled
              to indemnification shall be limited to that portion of such claim
              that is attributable to the negligence, misconduct or other fault
              of SELLER. The obligations of this provision are in addition to
              SELLER obligation to provide insurance and shall not be limited by
              any limitation on the amount or type of damages, compensation or
              benefits payable by SELLER under the Worker's Compensation Acts,
              Longshoremen and Harborworker's Act, Disability Benefits Act or
              any other employee benefit act.

         (b)  CUSTOMER shall promptly notify SELLER in writing of any suits,
              claims or demands covered by this indemnity. Promptly after
              receipt of such notice, SELLER shall assume the defense of such
              claim with counsel reasonably satisfactory to CUSTOMER. If SELLER
              fails, within a reasonable time after receipt of such notice, to
              assume the defense with counsel reasonably satisfactory to
              CUSTOMER, or if, in the reasonable judgment of CUSTOMER, a direct
              or indirect conflict of interest exists between the parties with
              respect to the claim, or if in the sole judgment of CUSTOMER the
              assumption and conduct of the defense by SELLER would materially
              and adversely affect CUSTOMER in any manner or prejudice its
              ability to conduct a successful defense, then CUSTOMER shall have
              the right to undertake the defense, compromise and settlement of
              such claim for the account and at the expense of SELLER.
              Notwithstanding the above, if CUSTOMER in its sole discretion so
              elects, CUSTOMER may also participate in the defense of such
              actions by employing counsel at its expense, without waiving
              SELLER's obligations to indemnify or defend. SELLER shall not
              settle or compromise any claim or consent to the entry of any
              judgment without the prior written consent of CUSTOMER and without
              an unconditional release of all liability by each claimant or
              plaintiff to CUSTOMER.

         (c)  SELLER agrees to maintain during the term all insurance or bonds
              required by law or this Agreement, including, but not limited to
              (i) Worker's Compensation and related insurance as prescribed by
              the law of the state in which SELLER's services are performed or
              PRODUCT are delivered; (ii) employer's liability insurance with
              limits of at least one million dollars ($1,000,000) for each
              occurrence, and (iii) comprehensive general liability insurance
              including products liability, and, if the use


                                       16                           CONFIDENTIAL
<PAGE>   21


              of motor vehicles is required, comprehensive motor vehicle
              liability insurance, each with limits of at least two million
              dollars ($2,000,000) for combined single limit for bodily injury,
              including death, and/or property damage. SELLER shall cause
              CUSTOMER to be included as an additional insured under said
              policies (as "GTE Corporation and its affiliates and
              subsidiaries") and CUSTOMER's coverage under such policies shall
              be primary. SELLER shall waive its rights of subrogation against
              CUSTOMER for Workers' Compensation claims. SELLER shall, prior to
              rendering such services, furnish certificates or evidence of the
              foregoing insurance indicating the amount and nature of such
              coverage, the expiration date of each policy, and stating that no
              material change or cancellation of any such policy shall be
              effective unless thirty (30) days' prior written notice is given
              to CUSTOMER.

         (d)  Additional INDEMNIFICATION AND INSURANCE responsibilities and
              obligations for the manufacturer(s) of the PRODUCT(s) are
              contained in EXHIBIT H.

31.      RELATIONSHIP OF PARTIES

         In providing any services under this Agreement, SELLER is acting solely
         as an independent contractor and not as an agent of any other party.
         Persons furnished by the respective parties shall be solely the
         employees or agents of such parties, respectively, and shall be under
         the sole and exclusive direction and control of such parties. They
         shall not be considered employees of the other party for any purpose.
         Each party shall be responsible for compliance with all laws, rules and
         regulations involving its respective employees or agents, including
         (but not limited to) employment of labor, hours of labor, health and
         safety, working conditions and payment of wages. Each party shall also
         be responsible, respectively, for payment of taxes, including federal,
         state, and municipal taxes, chargeable or assessed with respect to its
         employees or agents, such as social security, unemployment, worker's
         compensation, disability insurance and federal and state income tax
         withholding. Neither party undertakes by this Agreement or otherwise to
         perform or discharge any liability or obligation of the other party,
         whether regulatory or contractual, or to assume any responsibility
         whatsoever for the conduct of the business or operations of the other
         party. Nothing contained in this Agreement is intended to give rise to
         a partnership or joint venture between the parties or to impose upon
         the parties any of the duties or responsibilities of partners or joint
         venturers.

32.      TOXIC SUBSTANCES AND HAZARDOUS PRODUCT

         SELLER represents that each PRODUCT furnished by SELLER is safe for
         normal use, is nontoxic, presents no abnormal hazards to persons or the
         environment, and may be disposed of as normal refuse.

33.      TERMINATION

         (a)  CUSTOMER may terminate this Agreement without cause, effective
              immediately, upon written notice to SELLER. Termination shall not
              affect any purchase order placed, any subordinate agreement
              executed prior to the date of termination, or any fully paid up
              license granted to CUSTOMER. Upon termination of this Agreement
              without cause, CUSTOMER shall not be liable to SELLER, either for
              compensation or for damages of any kind or character whatsoever,
              whether on account of the loss


                                       17                           CONFIDENTIAL
<PAGE>   22


              by SELLER of present or prospective profits on sales or
              anticipated sales, or expenditures, investments or commitments
              made in connection with the establishment, development or
              maintenance of SELLER's business, or on account of any other cause
              or thing whatsoever. The termination shall not prejudice the
              rights or liabilities of the parties with respect to PRODUCT sold,
              or any indebtedness then owing by either party to the other.

         (b)  Either party may terminate this Agreement, effective immediately,
              without liability for said termination, upon written notice to the
              other party, if any of the following events occur.

              (1)    The other files a voluntary petition in bankruptcy;

              (2)    The other is adjudged bankrupt;

              (3)    A court assumes jurisdiction of the assets of the other
                     under a federal reorganization act;

              (4)    A trustee or receiver is appointed by a court for all or a
                     substantial portion of the assets of the other;

              (5)    The other becomes insolvent or suspends its business;

              (6)    The other makes an assignment of its assets for the benefit
                     of its creditors, except as required in the ordinary course
                     of business; or

              (7)    The identity of the other's business is materially changed
                     by sale of its business, transfer of control of its
                     outstanding stock, merger or otherwise.

         (c)  Either party may terminate this Agreement for a material breach or
              default of any of the terms, conditions or covenants of this
              Agreement by the other, provided that such termination may be made
              only following the expiration of a thirty (30) day period during
              which the other party has failed to cure such breach after having
              been given written notice of such breach. This subsection shall
              not apply to CUSTOMER's cancellations or SELLER's revocations
              under Section 7, PURCHASE ORDERS; CANCELLATION OF PURCHASE ORDERS;
              REVOCATION OF ACKNOWLEDGEMENT.

34.      DISPUTE RESOLUTION

         (a)  The parties desire to resolve certain dispute, controversies and
              claims arising out of this Agreement without litigation.
              Accordingly, except in the case of (i) a dispute, controversy or
              claim relating to a breach or alleged breach on the part of either
              party of the provisions of Section 23, CONFIDENTIAL INFORMATION,
              (ii) a suit, action or proceeding to compel SELLER to comply with
              its obligations to indemnify CUSTOMER pursuant to this Agreement
              or (iii) a suit, action or proceeding to compel either party to
              comply with the dispute resolution procedures set forth in this
              Section 34, the parties agree to use the following alternative
              procedure as their sole remedy with respect to any dispute,
              controversy or claim arising out of or relating


                                       18                           CONFIDENTIAL
<PAGE>   23


              to this Agreement or its breach. The term "Arbitrable Dispute"
              means any dispute, controversy or claim to be resolved in
              accordance with the dispute resolution procedure specified in this
              Section 34.

         (b)  At the written request of a party, each party shall appoint a
              knowledgeable, responsible representative to meet and negotiate in
              good faith to resolve any Arbitrable Dispute arising under this
              Agreement. The parties intend that these negotiations be conducted
              by nonlawyer, business representatives. The discussions shall be
              left to the discretion of the representatives. Upon agreement, the
              representatives may utilize other alternative dispute resolution
              procedures such as mediation to assist in the negotiations.
              Discussions and correspondence among the representatives for
              purposes of these negotiations shall be treated as confidential
              information developed for purposes of settlement, shall be exempt
              from discovery and production, and shall not be admissible in the
              arbitration described below or in any lawsuit without the
              concurrence of all parties. Documents identified in or provided
              with such communications, which are not prepared for purposes of
              the negotiations, are not so exempted and may, if otherwise
              admissible, be admitted in evidence in the arbitration or lawsuit.

         (c)  If the negotiations do not resolve the Arbitrable Dispute within
              sixty (60) days of the initial written request, the Arbitrable
              Dispute shall be submitted to binding arbitration by a single
              arbitrator pursuant to the Commercial Arbitration Rules of the
              American Arbitration Association. A party may demand such
              arbitration in accordance with the procedures set out in those
              rules. Discovery shall be controlled by the arbitrator and shall
              be permitted to the extent set out in this Section. Each party may
              submit in writing to a party, and that party shall so respond, to
              a maximum of any combination of thirty-five (35) (none of which
              may have subparts) of the following: interrogatories, demands to
              produce documents and requests for admission. Each party is also
              entitled to take the oral deposition of one (1) individual or
              another party. Additional discovery may be permitted upon mutual
              agreement of the parties. The arbitration hearing shall be
              commenced within sixty (60) days of the demand for arbitration and
              the arbitration shall be held in Dallas, Texas. The arbitrator
              shall control the scheduling so as to process the matter
              expeditiously. The parties may submit written briefs. The
              arbitrator shall rule on the Arbitrable Dispute by issuing a
              written opinion within thirty (30) days after the close of
              hearings. The times specified in this Section may be extended upon
              mutual agreement of the parties or by the arbitrator upon a
              showing of good cause. Judgment upon the award rendered by the
              arbitrator may be entered in any court having jurisdiction.

         (d)  Each party shall bear its own cost of these procedures. A party
              seeking discovery shall reimburse the responding party the cost of
              production of documents (to include search time and reproduction
              time costs). The parties shall equally share the fees of the
              arbitration and the arbitrator.

35.      NOTICES

         Except as otherwise provided herein, any notice or demand given under
         the terms of this Agreement or pursuant to statute shall be in writing
         and shall be given or made by telegram, facsimile transmission,
         certified or registered mail, express mail or other overnight


                                       19                           CONFIDENTIAL
<PAGE>   24


         delivery service or hand delivery, proper postage or other charges paid
         and addressed or directed to the respective parties as follows:

                                  To CUSTOMER:

         GTE Supply 700 Hidden Ridge Irving, Texas 75038 Attention: Senior
         Contract Manager-Contract Management (HQW03N73)

         GTE Supply 700 Hidden Ridge Irving, Texas 75038 Attention: Assistant
         Vice President-Contract Management (HQW03L61)

         and

         GTE Service Corporation 500 E. John Carpenter FWY Irving, Texas 75062
         Attention: Director-Standardization Testing and Technology (HQB08A50)

         and

         GTE Supply 5615 High Point Drive PO Box 169001 Irving, Texas 75016-9001
         Attention: Department Manager-Vendor Administration (HQA07B04)

                                   To SELLER:

         World Wide Technology, Inc. 127 East Weldon Parkway St. Louis, Missouri
         63043-3101 Attention: Tom Van Horn-Manager

         The address for notice set out above may be changed at any time by
         giving thirty (30) days' prior written notice.

36.      LABOR SERVICES

         Should SELLER wish to be employed by CUSTOMER and CUSTOMER wish to
         employ SELLER to perform certain work in connection with the functions
         of engineering, construction, installation, or maintenance of equipment
         and/or facilities, SELLER shall enter into a General Agreement for
         Engineering, Construction, Installation, or Maintenance to Telephone
         Plant (the "General Agreement") with the telephone company affiliates
         of CUSTOMER to set forth the mutual rights and obligations of the
         parties and the manner in


                                       20                           CONFIDENTIAL
<PAGE>   25


         which such work shall be performed. A copy of CUSTOMER's then current
         version of the General Agreement shall be provided to SELLER upon
         request.

37.      NONWAIVER

         Either party's failure to enforce any of the provisions of this
         Agreement or any purchase order, or to exercise any option, shall not
         be construed as a waiver of such provisions, rights, or options, or
         affect the validity of this Agreement or any purchase order.

38.      SEVERABILITY

         In any of the provisions of this Agreement shall be invalid or
         unenforceable, then such invalidity or unenforceability shall not
         invalidate or render unenforceable the entire Agreement. The entire
         Agreement shall be construed as if not containing the particular
         invalid or unenforceable provision or provisions, and the rights and
         obligations of SELLER and CUSTOMER shall be construed and enforced
         accordingly.

39.      SECTION HEADINGS

         The headings of the sections are inserted for convenience only and are
         not intended to affect the meaning or interpretation of this Agreement.

40.      SURVIVAL OF OBLIGATIONS

         The respective obligations of the parties under this Agreement that by
         their nature would continue beyond the termination, cancellation or
         expiration, shall survive any termination, cancellation or expiration,
         including, but not limited to, obligations to indemnify, insure and
         maintain confidentiality, and continued availability of PRODUCT
         support.

41.      CHOICE OF LAW AND JURISDICTION

         The construction, interpretation and performance of this Agreement
         shall be governed by and construed in accordance with the laws of the
         state of Texas without regard to any conflicts of law principles that
         would require the application of the laws of any other jurisdiction and
         subject to the exclusive jurisdiction of its federal or state courts in
         Dallas County, Texas. The application of the U. N. Convention on
         Contracts for the International Sale of Goods is specifically excluded
         from this Agreement.

42.      ENTIRE AGREEMENT

         This Agreement together with its exhibits constitutes the entire
         agreement between the parties and cancels all contemporaneous or prior
         agreements, whether written or oral, with respect to the subject matter
         of this Agreement. Except as provided in Sections 14, PRECEDENCE OF
         DOCUMENTS, and Section 7, PURCHASE ORDERS; CANCELLATION OF PURCHASE
         ORDERS; REVOCATION OF ACKNOWLEDGEMENT, no modifications shall be made
         to this Agreement unless in writing and signed by appropriate
         representatives of the parties.


                                       21                           CONFIDENTIAL
<PAGE>   26


Each party represents that it has executed this Agreement through its authorized
corporate representative:

WORLD WIDE TECHNOLOGY, INC.            GTE COMMUNICATION SYSTEMS
                                       CORPORATION


By: /s/ David L. Steward               By:  /s/ M. R. Redmond
   --------------------------------         ------------------------------------
Name:  David L. Steward                Name:  M. R. Redmond
       ----------------------------
Title: President                       Title: Assistant Vice President-Contract
       ----------------------------           Management

Date:  11-26-97                        Date: 11/25/97
       ----------------------------          -----------------------------------


                                         APPROVED AS TO FORM AND LEGALITY
                                         /s/ J. R. Seastrom
                                         ---------------------------------------
                                             Attorney, GTE Telephone Operations
                                         Date: 11-25-97
                                              ----------------------------------


                                       22                           CONFIDENTIAL
<PAGE>   27
                                    EXHIBIT A

                             GTE AFFILIATED ENTITIES




















                                                                    CONFIDENTIAL
<PAGE>   28

                                   EXHIBIT A

                            GTE AFFILIATED ENTITIES



GTE Alaska Incorporated
GTE Arkansas Incorporated
GTE California Incorporated
     Contel Advanced Systems, Inc.
GTE Florida Incorporated
     GTE Communications Corporation
     GTE Funding Incorporated
GTE Hawaiian Telephone Company Incorporated
     GTE Hawaiian Tel Insurance Company Incorporated
     GTE Hawaiian Tel International Incorporated
     The Micronesian Telecommunications Corporation
          GTE Pacifica Incorporated
GTE Midwest Incorporated
GTE North Incorporated
     GTW Telephone Systems Incorporated
GTE Northwest Incorporated
     GTE West Coast Incorporated
GTE South Incorporated
GTE Southwest Incorporated
Contel of Minnesota, Inc. d/b/a GTE Minnesota
Contel of the South, Inc. d/b/a GTE Systems of the South
Contel Service Corporation
Continental Telephone Business Systems, Inc.

GTE Anglo Holding Company Incorporated
     La Compagnie de Telephone Anglo-Canadienne/Anglo-Canadian Telephone Company
         BC TELECOM Inc.
         Quebec-Telephone
GTE London Limited (England)

GTE Holdings (Canada) Limited
     Compania Dominicana de Telefonos, C. por A. (Codetel)

GTE International Telephone Incorporated
     Codetel Computer Graphics Holdings B.V. (Netherlands)
     Informatica y Telecommunicaciones, C. por A. (Dominican Republic)

GTE International Telecommunications Incorporated
     GTE do Brasil Limitada
     GTE PCS International Incorporated
     GTE Venezuela Incorporated
         VenWorld Telecom, C.A. (Venezuela)

GTE Investments Incorporated


                                                                    CONFIDENTIAL
<PAGE>   29

                                   EXHIBIT A

                            GTE AFFILIATED ENTITIES

GTE Customer Networks, Inc.

GTE Data Services Incorporated
GTE Data Services Holdings Mexico, S. de R.L. de C.V.
     GTE Data Services-Mexico, S.A. de C.V.
     GTEDS Data Services-Mexico, S.A. de C.V.
     GTE Data Services International Incorporated

GTE Intelligent Network Services Incorporated

GTE Main Street Incorporated

GTE Media Ventures Incorporated
     T. L. Robak, Inc.
     Apollo Cablevision, Inc.
Contel Vision, Inc.

GTE Professional Services Incorporated

GTE Vantage Incorporated


                                                                    CONFIDENTIAL
<PAGE>   30
                                   EXHIBIT A

                            GTE AFFILIATED ENTITIES

GTE Mobile Communications Incorporated
     GTE Mobile Communications Service Corporation
     GTE Mobile Communications International Incorporated
     GTE Macro Communications Corporation

     GTE Mobilnet of Asheville Incorporated
     GTE Mobilnet of Danville Incorporated
     GTE Mobilnet of Eastern North Carolina Incorporated
     GTE Mobilnet of Fayetteville Incorporated
     GTE Mobilnet of Florence, South Carolina Incorporated
     GTE Mobilnet of North Carolina Incorporated
     GTE Mobilnet of Raleigh Incorporated
     GTE Mobilnet of South Carolina Incorporated
     GTE Mobilnet of the Southeast Incorporated
     Tuscaloosa/Florence Holdings, Inc.

     GTE Airfone Incorporated

GTE Mobilnet Incorporated
     GTE Cellular Communications Corporation
     GTE Mobilnet of Cleveland Incorporated
     GTE Mobilnet of Indianapolis Incorporated
     GTE Wireless of the Pacific Incorporated
     GTE Mobilnet of Tampa Incorporated
     GTE Mobilnet Sales Corp.
     GTE Mobilnet Service Corp.




                                                                    CONFIDENTIAL
<PAGE>   31
                                   EXHIBIT A

                            GTE AFFILIATED ENTITIES

Contel Cellular Inc.
     Contel Cellular International, Inc.

     GTE Mobilnet Holding Incorporated
         GTE Mobilnet of Alabama Incorporated
         GTE Mobilnet of Birmingham Incorporated
         GTE Mobilnet of Chattanooga Incorporated
         GTE Mobilnet of Chattanooga II Incorporated
         GTE Mobilnet of Clarksville Incorporated
         GTE Mobilnet of Gadsden Incorporated
         GTE Mobilnet of Kentucky Incorporated
         GTE Mobilnet of Knoxville Incorporated
         GTE Mobilnet of Memphis Incorporated
         GTE Mobilnet of Memphis II Incorporated
         GTE Mobilnet of Nashville Incorporated
         GTE Mobilnet of Tennessee Incorporated

     GTE Mobilnet of Central California Incorporated
     GTE Mobilnet of Davenport Incorporated
     GTE Mobilnet of Huntsville Incorporated
     GTE Mobilnet of Illinois Funding Incorporated
     GTE Mobilnet of Illinois Incorporated
     GTE Mobilnet of Indiana Incorporated
     GTE Mobilnet of Richmond Incorporated
     GTE Mobilnet of San Diego Incorporated
     GTE Mobilnet of the South Incorporated
     GTE Mobilnet of the Southwest Incorporated



                                                                    CONFIDENTIAL
<PAGE>   32
                                   EXHIBIT A

                            GTE AFFILIATED ENTITIES

GTE Information Services Incorporated
     General Telephone Directory Company C. por A.
     GTE Card Services Incorporated
     GTE Directories (Belgium) Limited
     GTE Directories (B) SDN.BHD (Brunei)
     GTE Directories Corporation
     GTEDS GmbH
     GTE Directories (HK) Limited (Hong Kong)
     GTE Government Information Services Incorporated
     GTE Information Services (UK) Limited (England)
     GTE New Media Services Incorporated
     GTE Telecommunications Services Incorporated
     GTE Yellow Pages Publishing Hungary Kft

Contel Federal Systems, Inc.
     GTE Government Systems Corporation
     GTE Telecom Incorporated
     GTE Telecom International Incorporated
     GTE Telecom International Systems Corporation

GTE China Incorporated

GTE Communications Services Incorporated

GTE Leasing Corporation
     GTE Leasing Acceptance Corporation
     Kalama Grain Terminal, Inc.

GTE Products of Connecticut Corporation
     GTE Communication Systems Corporation (GTE Supply)

     GTE Laboratories Incorporated

     GTE Operations Support Incorporated

     Televac, Inc.




                                                                    CONFIDENTIAL
<PAGE>   33
                                   EXHIBIT A

                            GTE AFFILIATED ENTITIES

GTE Transfer Corporation

GTE Service Corporation
GTE Finance Corporation
GTE Investment Management Corporation
GTE Massachusetts Incorporated
GTE Realty Corporation
     GTE Realty Corporation of Connecticut
     GTER Incorporated
     GTE-TCCA, Inc.
GTE Reinsurance Company Limited (Vermont)
     GTE Life Insurance Company Limited (Bermuda)
GTE Reinsurance Management Limited (Bermuda)
GTE Shareholder Services Incorporated
GTE Visnet Incorporated



                                                                    CONFIDENTIAL
<PAGE>   34
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                                                                    CONFIDENTIAL
<PAGE>   35


*Confidential treatment will be requested.



























                                                                    CONFIDENTIAL
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World Wide Technology, Inc. Confidential          FLM-                    Page 2



<PAGE>   37


Agreement No. C971312BC002

*Confidential treatment will be requested.






































































































































World Wide Technology, Inc. Confidential                     Page 3


<PAGE>   38
Agreement No. 7132BC002
09/30/97

*Confidential treatment will be requested.

















































World Wide Technology, Inc. Confidential                                  Page 4


<PAGE>   39



Agreement No. 7132BC002
09/30/97

*Confidential treatment will be requested.































































World Wide Technology, Inc. Confidential                                  Page 5

<PAGE>   40



Agreement No. 7132BC002
09/30/97

*Confidential treatment will be requested.























World Wide Technology, Inc. Confidential                                  Page 6
<PAGE>   41

                                                                          Page 1

*Confidential treatment will be requested.

Agreement No. C971312BC002
9/30/97








































































































World Wide Technology, Inc. Confidential                                  Page 1
<PAGE>   42











Agreement No. C971312BC002                                                Page 2
9/30/97

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World Wide Technology, Inc. Confidential                                  Page 2
<PAGE>   43
                                                                          Page 3


Agreement No. C971312BC002
9/30/97















































                   * Confidential treatment will be requested

                                                                          Page 3



<PAGE>   44
Agreement No. C971312BC002
9/30/97

* Confidential treatment will be requested
<PAGE>   45
Agreement No. C971312BC002
9/30/97

* Confidential treatment will be requested
<PAGE>   46
Agreement No. C971312BC002
9/30/97

* Confidential treatment will be requested

<PAGE>   47
Agreement No. C971312BC002                                               Page 7
9/30/97

* Confidential treatment will be requested












































WORLD WIDE TECHNOLOGY, INC. CONFIDENTIAL                                  Page 7



<PAGE>   48
Agreement No. C9      C002
09/30/97

                   * Confidential treatment will be requested






















































World Wide Technology, Inc. Confidential                                  Page 1



<PAGE>   49
                   * Confidential treatment will be requested
<PAGE>   50

                   * Confidential treatment will be requested

















































World Wide Technology, Inc. Confidential                                  Page 1



<PAGE>   51

Agreement No. C971312BC002                                                Page 7
9/30/97

* Confidential treatment will be requested
















































WORLD WIDE TECHNOLOGY, INC. CONFIDENTIAL                                  Page 7


<PAGE>   52



Agreement No. C971312BC002                                                Page 8
9/30/97

* Confidential treatment will be requested









































WORLD WIDE TECHNOLOGY, INC. CONFIDENTIAL                                  Page 8



<PAGE>   53



Agreement No. C971312BC002                                                Page 9

9/30/97





















                   *Confidential treatment will be requested




































WORLD WIDE TECHNOLOGY, INC. CONFIDENTIAL                                  Page 9




<PAGE>   54

                                    EXHIBIT D

                               EDI PURCHASE ORDERS






















                                                                    CONFIDENTIAL
<PAGE>   55



                                    EXHIBIT D

                               EDI PURCHASE ORDERS


1.   At CUSTOMER's option, the parties agree to develop an Electronic Data
     Interchange (EDI) for the electronic communication of purchase orders,
     acknowledgments, subsequent invoicing or other data (DOCUMENTS). All
     exchanged DOCUMENTS shall be channeled through one or more Third Party
     Networks (TPNs) by one party to the other. Each party will arrange and pay
     its own expenses for the transmission of electronic DOCUMENTS. Either party
     may change its TPNs with thirty (30) days' prior written notice to the
     other. Each party agrees to provide the other access codes necessary to
     establish connections. Each party shall adopt reasonable security
     procedures to ensure that (i) DOCUMENTS transmitted electronically are
     authorized; (ii) its business records and data are protected from improper
     use; and (iii) the security of access codes and electronic identification
     codes is maintained. Prior to the performance of any new transmission of
     DOCUMENTS under this Agreement, SELLER agrees to review and then perform,
     to the best of its capabilities, in accordance with the instructions
     provided in CUSTOMER's Implementation Guidelines. As determined by CUSTOMER
     and SELLER, there may be a period during which the parties test and resolve
     any operations issues.

2.   At the option of the sending party and if the sending party has the
     capacity to receive acknowledgements electronically, then, upon receipt of
     a DOCUMENT, the receiving party shall promptly issue an acknowledgement to
     the sending party solely for the purpose of acknowledgeing receipt of the
     DOCUMENT. Otherwise, the receiving party shall provide written
     acknowledgements to the sending party. If any transmitted DOCUMENT is
     received in an unintelligible or garbled form, the receiving party shall
     promptly notify the sending party (if identifiable from the received
     DOCUMENT) in a reasonable manner. In the absence of such notice, the
     sending party's records of contents of such DOCUMENT shall control.

3.   For Electronic Funds Transfer (EFT), CUSTOMER agrees to electronically
     transfer funds, as appropriate, to the financial institution and bank
     account, number shown in Attachment A to this Exhibit D, as the same may be
     modified from time to time by SELLER upon notice to CUSTOMER within
     fourteen (14) days of the effective date of such modification. CUSTOMER
     will make payments in accordance with the National Automated Clearing House
     Associations (NACHA) Corporation Trading Rules. CUSTOMER's process is
     governed by and in accordance with Article 4A of the Uniform Commercial
     Code. CUSTOMER will not be responsible for any loss that may arise by
     reason of error, mistake or fraud regarding SELLER's information provided
     in Attachment A. Further, CUSTOMER will be responsible for loss of data
     only when it is due to the sole negligence of CUSTOMER or its originating
     bank.

4.   The parties agree that a DOCUMENT properly transmitted electronically,
     including a party's identification, shall be the same as a signed writing,
     created in the ordinary course of the sending party's business, at or near
     the time of the events recorded, and transmitted by a person with knowledge
     of the events. When the DOCUMENT is printed from the electronic records,
     the DOCUMENT shall be considered an original document. Neither party shall
     contest the validity of the DOCUMENT on the grounds that it fails to meet
     the common law

                                      D-1
                                                                    CONFIDENTIAL
<PAGE>   56


5.   statute of frauds or the statute of frauds found in Section 2-201 of the
     Uniform Commercial Code, that it fails to meet the business records
     exception to the hearsay rule or that it fails the best evidence rule
     because it is not an original document.

6.   For matters pertaining to the technical administration of EDI transactions,
     the parties shall contact the individuals listed below:

        CUSTOMER:                             SELLER:
        Kent Ashton                           Ribindar Subbian
        MC:  HQA03P03                         127 E Weldon Parkway
        P.O. Box 169001                       St. Louis, Missouri 63043-3101
        Irving, Texas 75016-9001              314/919-1475
        972/751-4342



                                      D-2
                                                                    CONFIDENTIAL
<PAGE>   57


                                  ATTACHMENT A

                                 EFT INFORMATION
























                                                                    CONFIDENTIAL

<PAGE>   58

<PAGE>   59
                                 EFT INFORMATION



SELLER'S COMPANY

NAME:                                                World Wide Technology, Inc.

ADDRESS:                                             127 Weldon Parkway
                                                     St. Louis, MO 63043

EFT CONTACT NAME:                                    Angie Densmore

EFT CONTACT TELEPHONE NO:                            314/919-1469

EFT PAYMENTS EXTENDED BY:                            Five (5) days
(EFT payment days will be added to existing payment due dates to neutralize
check float.)

REMITTANCE METHOD (Please check one of the following):
           EDI ANSI 820 sent to SELLER's bank with payment
       ---
        XX EDI ANSI 820 sent to SELLER's company's EDI mailbox
       ---
           Fax remittance to (  )-    -
       ---                    --- ---- -----
           Paper remittance sent to existing remittance address
       ---


SELLER'S FINANCIAL INSTITUTION

BANK NAME:                                      [*Confidential treatment will
                                                be requested]


ADDRESS:                                        [*Confidential treatment will
                                                be requested]


BANK CALLING OFFICE:

BANK CONTACT TELEPHONE NO:

BANK TRANSIT ROUTING NO:                        [*Confidential treatment will
                                                be requested]


                                                                    CONFIDENTIAL


<PAGE>   60



                                 EFT INFORMATION


SELLER'S EFT BANK ACCOUNT NO
TO RECEIVE PAYMENTS:                [* Confidential treatment will be requested]

BANK ACCOUNT NAME:                  [* Confidential treatment will be requested]

ACH FORMAT SELLER'S BANK
ACCEPTS (CTX OR CCD+):              [* Confidential treatment will be requested]

COMBINE EFT REMITTANCE
WITH ACH:                                       NO  (Yes/No)

SELLER's Financial Institution should be consulted since EFT transmission
formats are influenced by SELLER's bank capability to receive electronic
payments.


The above EFT payment instructions are authorized, and the terms and condition
stated in this Agreement Number C971312BC002 are accepted by:


--------------------                        --------------------
Signature                                   Date


--------------------                        --------------------
Printed Name                                Company Title


                                                                    CONFIDENTIAL

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                    Confidential treatment will be requested




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<PAGE>   76


                                    EXHIBIT F

                            PRODUCT DELIVERY INTERVAL



                                      E-14                          CONFIDENTIAL

<PAGE>   77






                                    EXHIBIT F

                            PRODUCT DELIVERY INTERVAL

SELLER shall ship according to the following time frames. Time shall start after
receipt of order. Days shall be working days excluding Saturday, Sunday and
Holidays (New Years Day, Martin Luther King Day, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day, Friday after Thanksgiving, Christmas Eve and
Christmas Day).

Standard Fujitsu Plug-in Kits                        5 (five) days
Standard Fujitsu Rack Systems                        7 (seven) days
Custom Fujitsu Rack Configurations                   14 (fourteen) days*
Standard Fujitsu Cabinet Configurations              7 (seven) days
Custom Fujitsu Cabinet Configurations                14 (fourteen) days*

*        Custom rack and cabinet configurations will have been approved by
         CUSTOMER's Standardization organization and SELLER will have completed
         the required product engineering before purchase order is issued.




                                      F-1                           CONFIDENTIAL

<PAGE>   78



                                    EXHIBIT G

                 STANDARDIZATION POLICIES, PROCEDURES AND TERMS



                                      E-1                           CONFIDENTIAL

<PAGE>   79



                                    EXHIBIT G

                 STANDARDIZATION POLICIES, PROCEDURES AND TERMS

                                TABLE OF CONTENTS


                                                                     PAGE
                                                                     ----


1.       STANDARDIZATION POLICY.......................................1

2.       PRODUCT EVALUATION FUNDING...................................1

3.       TECHNOLOGICAL OR SPECIFICATION CHANGE/
         PRODUCT DELETION/SUBSTITUTION................................2

4.       UNSATISFACTORY CONDITION SITUATIONS..........................2

5.       PRODUCT CHANGES..............................................2

6.       QUALITY ASSURANCE REPORTING..................................4





                                      E-2                           CONFIDENTIAL

<PAGE>   80



                                    EXHIBIT G

                 STANDARDIZATION POLICIES, PROCEDURES AND TERMS

1.       STANDARDIZATION POLICY

         The GTE standardization process exists to evaluate and manage the
         introduction of new or enhanced product and the life-cycle management
         of embedded PRODUCT. SELLER is encouraged to direct presentation
         efforts for new or enhanced product offerings to CUSTOMER's
         standardization and/or testing organization(s) to ensure timely
         evaluation and consideration of GTE standard product designation for
         system wide application. The GTE standardization process complements
         normal SELLER/CUSTOMER interaction required to support existing and
         future applications of the SELLER's PRODUCT and technology.

2.       PRODUCT EVALUATION FUNDING

         (a)      If the parties agree to pursue GTE standardization of new or
                  enhanced product in accordance with CUSTOMER's standardization
                  and/or testing policies and procedures, SELLER agrees to bear
                  all costs associated with required Independent Laboratory
                  Evaluations (ILEs) of the new or enhanced product. Such ILEs
                  shall be used by CUSTOMER's standardization and/or testing
                  organization(s) to assess the quality, reliability and safety
                  of such new or enhanced product prior to possible approval,
                  purchase, and deployment within GTE. ILEs conducted at
                  SELLER's expense do not guarantee product acceptance by
                  CUSTOMER and, if SELLER's product is not standardized by
                  CUSTOMER's standardization and/or testing organization(s) for
                  any reason, CUSTOMER shall not be liable for any cost incurred
                  by SELLER for any such ILEs for any reason.

         (b)      CUSTOMER may determine, from time to time, a need to
                  reevaluate SELLER's PRODUCT, or an Unsatisfactory Condition
                  Report (UCR) for SELLER's PRODUCT, substantiated by CUSTOMER's
                  standardization and/or testing organization(s), may also
                  warrant reevaluation. In such cases, SELLER shall bear any
                  costs associated with ILEs, in accordance with CUSTOMER's
                  standardization and/or testing policies and procedures, to
                  ensure continued quality of PRODUCT purchased and deployed by
                  CUSTOMER. ILEs conducted at SELLER's expense do not guarantee
                  continued PRODUCT acceptance by CUSTOMER and, if SELLER's
                  PRODUCT does not pass reevaluation for any reason, CUSTOMER
                  shall not be liable for any costs incurred by SELLER to such
                  ILEs for any reason.



                                      G-1                           CONFIDENTIAL

<PAGE>   81



3.       TECHNOLOGICAL OR SPECIFICATION CHANGE/PRODUCT DELETION/SUBSTITUTION

         (a)      SELLER is required to give CUSTOMER written notice one hundred
                  twenty (120) days in advance of any technological or
                  specification change, Software/firmware revision, PRODUCT
                  deletion or manufacturer discontinuance that would
                  significantly impact PRODUCT operation, interchangeability
                  with existing PRODUCT appearance, warranty, life cycle or GTE
                  engineering/quality approvals of any PRODUCT. SELLER shall, at
                  the time of notification, provide CUSTOMER with (i) a PRODUCT
                  change number; (ii) a description of such change; (iii) the
                  reason for change; (iv) a description of the impact of such
                  change upon reliability, PRODUCT specifications, or form, fit
                  or function; (v) proposed price impact (if any); and (vi)
                  proposed effective date for such change and recommended
                  implementation schedule.

         (b)      SELLER shall conform to the interchangeability rules as
                  outlined in the Telecommunications Industry Forum (TCIF)
                  "TCIF97-001 Interchangeability Guideline" when assigning new
                  part numbers.

         (c)      If the parties fail to reach agreement on any such change in
                  PRODUCT to be made by SELLER, then, in addition to all other
                  rights and remedies at law or in equity or otherwise, CUSTOMER
                  shall, at no cost or liability, have the right to terminate
                  this Agreement and any and all ending purchase orders for
                  PRODUCT affected by such change.

         (d)      SELLER agrees that if the required one hundred twenty (120)
                  days' prior written notice is not provided, SELLER shall
                  accept, at CUSTOMER's option, a PRODUCT exchange or return for
                  all unsold PRODUCT in CUSTOMER's inventory on the effective
                  date of the change. Any PRODUCT returned must be unused,
                  undamaged and in the original carton and may be returned, at
                  Customer's option, for one hundred percent (100%) credit of
                  the price paid or an equal dollar value exchange for any other
                  PRODUCT offered under this Agreement.

4.       UNSATISFACTORY CONDITION SITUATIONS

         If at any time during normal operation CUSTOMER encounters an
         unsatisfactory condition in the PRODUCT, SELLER agrees to meet the
         following time frames for resolving the condition:

         (a)      Conditions that affect public or employee safety or the
                  ability to track and collect revenue, that cause major
                  degradation of service, or that impairs the basic
                  functionality of telecommunication service or its support
                  system by degrading the day-to-day services to customers,
                  SELLER shall acknowledge within fifteen (15) days of
                  notification and must provide a permanent resolution within
                  thirty (30) days of notification.

         (b)      Conditions that affect service, but have a temporary solution
                  to reduce the impact, or that have potential for major service
                  degradation, SELLER shall acknowledge



                                      G-2                           CONFIDENTIAL

<PAGE>   82



                  within fifteen (15) days of notification and must provide a
                  permanent resolution within ninety (90) days of notification.

         (c)      Conditions that are not service or safety affecting but that
                  have potential to adversely affect normal maintenance and/or
                  administration of service, SELLER shall acknowledge within
                  fifteen (15) days and provide a permanent resolution within
                  one hundred eighty (180) days of notification.

         The parties may agree to action dates to correct unsatisfactory
         conditions other than those stated above due to upgrades, technological
         changes, etc. If an exception to the above corrective action time
         frames occurs, the SELLER is bound by the newly agreed upon date. The
         term "permanent resolution" shall mean a correction to an
         unsatisfactory condition in the form of a new or revised hardware or
         Software module, hardware modification kit, Software patch and/or
         revised operating or maintenance procedures that are acceptable to
         CUSTOMER. Corrections that are temporary in nature, such as hardware
         modification or Software patches, shall be included in the next formal
         version/release of PRODUCT.

5.       PRODUCT CHANGES

         (a)      If, after PRODUCT has been shipped to CUSTOMER, SELLER issues
                  changes affecting such PRODUCT and a change is identified as
                  necessary for the PRODUCT to continue to meet SELLER's
                  published specifications or design criteria, or is an
                  identified correction of a deficiency as a result of a UCR
                  (refer to Section 4, UNSATISFACTORY CONDITION SITUATIONS,
                  above), SELLER shall provide prompt notification of required
                  changes to CUSTOMER's standardization and/or testing
                  organization(s) at the address provided to SELLER for such
                  purpose. SELLER shall, at SELLER's expense, be responsible for
                  all costs for parts, replacement and installation for such
                  change whether implemented by SELLER or CUSTOMER for ten (10)
                  years beyond the PRODUCT warranty period.

         (b)      If CUSTOMER and SELLER ascertain that PRODUCT, or a part
                  thereof, subject to such a change is readily returnable,
                  CUSTOMER or CUSTOMER's agent or contractor shall remove, at
                  SELLER's expense, and return such PRODUCT or part to SELLER's
                  designated repair or manufacturing facility and SELLER, at
                  SELLER's expense, shall implement such changes and return such
                  changed PRODUCT or part to CUSTOMER's designated location. If
                  removal of PRODUCT to be returned to SELLER for modification
                  would create an out-of-service condition, SELLER shall make
                  suitable arrangements to provide replacement PRODUCT to
                  prevent an out-of-service condition from occurring.

         (c)      Any PRODUCT maintained in CUSTOMER's inventory subject to such
                  a change shall be returned to SELLER's designated repair or
                  manufacturing facility to implement changes and shall be
                  returned to CUSTOMER's stocking location at SELLER's expense.
                  If such changes create an adverse impact on the PRODUCT
                  warranty or CUSTOMER's ability to sell the PRODUCT as new,
                  then SELLER shall accept at CUSTOMER's option, a PRODUCT
                  exchange or return for all unchanged PRODUCT in CUSTOMER's
                  inventory.



                                      G-3                           CONFIDENTIAL

<PAGE>   83



         (d)      All change notifications provided by SELLER to CUSTOMER shall
                  contain the following information:

                  (1)   Description of change;

                  (2)   Reason for change;

                  (3)   Impact on customer service (i.e., outages, system
                        downtime);

                  (4)   Price impact, if known;

                  (5)   Effective date of changes; and

                  (6)   Implementation schedule of change.

         (e)      CUSTOMER may request SELLER to make changes to SELLER's
                  PRODUCT. Upon receipt of a written document describing in
                  detail the changes requested by CUSTOMER, SELLER shall respond
                  in writing to CUSTOMER within thirty (30) days. If SELLER
                  agrees to undertake such modifications for CUSTOMER, the
                  response shall quote a proposed implementation schedule and a
                  cost for such changes to PRODUCT.

6.       QUALITY ASSURANCE REPORTING

         (a)      CUSTOMER has the right to rate SELLER's performance in
                  accordance with CUSTOMER's internal rating algorithm. Upon
                  request, CUSTOMER agrees to provide rating information to
                  SELLER without charge.

         (b)      If requested by CUSTOMER, SELLER agrees to have a field
                  reliability and delivery performance tracking system in place
                  as mutually agreed between CUSTOMER and SELLER, and during the
                  term of this Agreement, shall continue the tracking system for
                  as long as CUSTOMER requests. The tracking system shall
                  provide timely internal data collection enabling SELLER to
                  arrive at solutions to delivery, quality and reliability
                  problems related to assembly, subassembly or other repairable
                  module deficiencies as measured against CUSTOMER's
                  requirements.



                                      G-4                           CONFIDENTIAL

<PAGE>   84



                                    EXHIBIT H

                          SELLER'S PRODUCT WARRANTIES,
                              SERVICES AND SUPPORT
                                       AND
                              PRODUCT MANUFACTURERS
                        RESPONSIBILITIES AND OBLIGATIONS




                                                                    CONFIDENTIAL

<PAGE>   85




                                    EXHIBIT H

                          SELLER'S PRODUCT WARRANTIES,
                              SERVICES AND SUPPORT



1.       SCOPE...............................................................1

[*Confidential treatment requested].

3.       PRODUCT REPAIR RETURN ..............................................2

4.       REPAIRS BY CUSTOMER ................................................3

5.       EMERGENCY REPLACEMENT SERVICE ......................................4

6.       CONTINUING AVAILABILITY OF PRODUCT SUPPORT .........................4

7.       TECHNICAL SUPPORT FOR PRODUCT.......................................5

8.       ON-SITE ASSISTANCE..................................................7

9.       PRODUCT MAINTENANCE.................................................7

10.      TRAINING............................................................7

11.      PRODUCT DOCUMENTATION...............................................7

12.      PRODUCT LITERATURE..................................................8

13.      COOPERATIVE ADVERTISING.............................................9

14.      SUBCONTRACTING .....................................................9



         [*Confidential treatment requested].

         [*Confidential treatment requested].

         [*Confidential treatment requested].

         ATTACHMENT D:    SELLER's WORKING HOUR SCHEDULE AND CONTACT INFORMATION

         [*Confidential treatment requested].

         ATTACHMENT F:    HARDWARE MAINTENANCE


                                                                    CONFIDENTIAL


<PAGE>   86



         ATTACHMENT G:    SOFTWARE MAINTENANCE

         ATTACHMENT H:    TRAINING TERMS AND STANDARDS

         [Confidential treatment requested]



                                      H-ii                          CONFIDENTIAL

<PAGE>   87



                                    EXHIBIT H

                          SELLER'S PRODUCT WARRANTIES,
                              SERVICES AND SUPPORT

1.       SCOPE

         (a)      This Exhibit H governs the SELLER's PRODUCT Warranties,
                  Services and Support except as to PRODUCT of a particular
                  manufacturer for which an Exhibit H -     is attached.

         (b)      SELLER's Product Warranties, Services and Support and Product
                  Manufacturer's Responsibilities and Obligations shall, in
                  respect to Fujitsu Product, be governed by Exhibit H-2 and, in
                  the case of other manufacturers for which an Exhibit H -
                  is attached, by such an exhibit.


                   * Confidential treatment will be requested










































                                     H-1-1                          CONFIDENTIAL

<PAGE>   88


                   * Confidential treatment will be requested












































3.       PRODUCT REPAIR RETURN

         (a)      CUSTOMER may provide to SELLER an Equipment Repair Order (ERO)
                  number and/or a purchase order pack list number when returning
                  PRODUCT to SELLER for repair.

         (b)      CUSTOMER shall furnish the following information with PRODUCT
                  returned to SELLER for repairs:

                  (1)   CUSTOMER's name and complete address;

                  (2)   Name(s) and telephone number(s) of CUSTOMER's
                        employee(s) to contact if there are questions about the
                        PRODUCT to be repaired;

                  (3)   "Ship to" address for return of repaired PRODUCT, if
                        different from (1);

                  (4)   A complete list of PRODUCT returned;

                  (5)   The nature of the defect or failure, if known; and



                                     H-1-2                          CONFIDENTIAL

<PAGE>   89


                  (6)   The PRODUCT warranty status.

         (c)      All PRODUCT shipped to SELLER for repair shall have repair
                  tags attached that are supplied by SELLER free of charge or by
                  CUSTOMER, which shall contain the above stated information.

         (d)      PRODUCT repaired by SELLER shall have the repair completion
                  date stenciled or otherwise identified in a permanent manner
                  in a readily visible location on the PRODUCT and the repaired
                  PRODUCT shall be returned with a tag or other papers
                  describing the repairs that have been made. If SELLER
                  maintains statistical records for repaired PRODUCT, the
                  information shall be made available to CUSTOMER upon request.

         (e)      CUSTOMER and SELLER may mutually agree to such return process
                  as appropriate for PRODUCT(S).

4.       REPAIRS BY CUSTOMER

         (a)      CUSTOMER may elect to repair PRODUCT purchased under this
                  Agreement. For that PRODUCT, SELLER agrees to furnish initial
                  and supplemental documentation necessary for the repair of
                  PRODUCT purchased. Transfer of such documentation shall be at
                  no cost to CUSTOMER, for the sole use of CUSTOMER in repairing
                  the PRODUCT, and shall not include the right to sublicense or
                  transfer such documentation to a third party.

                   * Confidential treatment will be requested






         (c)      Repair documentation to be provided to CUSTOMER shall include,
                  but not limited to, the following:

                  (1)   Circuit drawings and explanations;

                  (2)   Assembly drawings;

                  (3)   Material lists;

                  (4)   Art work drawings;

                  (5)   Component specifications;

                  (6)   Supplier cross references;


                                     H-1-3                          CONFIDENTIAL

<PAGE>   90




                  (7)   Repair procedure specifications; and

                  (8)   Engineering change orders.

         (d)      Except as provided in Section 1 of this Exhibit, no repair
                  effected by CUSTOMER under this Agreement shall affect any
                  warranty afforded to CUSTOMER.

5.       EMERGENCY REPLACEMENT SERVICE

         (a)      If a failure causes a customer service impairment, which
                  failure is caused by PRODUCT furnished under this Agreement,
                  SELLER agrees to ship replacement PRODUCT, by the most
                  expedient means available, within twenty-four (24) hours of
                  verbal notification by CUSTOMER.

                  (1)   If the defective or nonconforming PRODUCT is in warranty
                        or is covered under a maintenance agreement, SELLER
                        shall ship new replacement PRODUCT at no charge. If the
                        defective or nonconforming PRODUCT is not returned to
                        SELLER within sixty (60) days from the date of shipment
                        of the new replacement PRODUCT, SELLER may invoice
                        CUSTOMER for such new replacement PRODUCT
                        [*Confidential treatment requested].

                  (2)   If the defective or nonconforming PRODUCT is out of
                        warranty and is not covered under a maintenance
                        agreement, SELLER shall ship new replacement PRODUCT and
                        may invoice CUSTOMER.

         (b)      In order to schedule shipment of replacement PRODUCT, CUSTOMER
                  may telephone SELLER. This service shall be available from
                  SELLER seven (7) days a week, twenty-four (24) hours a day. As
                  specified in Attachment D, CUSTOMER may contact SELLER at the
                  telephone numbers listed during normal working hours and after
                  normal working hours.

6.       CONTINUING AVAILABILITY OF PRODUCT SUPPORT

         (a)      SELLER agrees to offer for sale to CUSTOMER, for the
                  respective periods during which the PRODUCT is manufactured by
                  SELLER, and for a period of five (5) years after the PRODUCT
                  has been manufacturer discontinued, functionally equivalent
                  replacement and repair parts.

         (b)      If SELLER is unable or unwilling to supply such parts or
                  SELLER is unable or unwilling to obtain another source of
                  supply for CUSTOMER, then such inability shall be considered
                  noncompliance with this Section and SELLER shall, with neither
                  obligation nor charge to CUSTOMER, provide CUSTOMER with
                  drawings or other documents required to either manufacture or
                  buy such parts and the technical information or any other
                  rights necessary for CUSTOMER to manufacture or obtain such
                  parts from other sources, together with a nonexclusive license
                  to manufacture or purchase such parts for the purpose of
                  supporting CUSTOMER's customer base.



                                     H-1-4                          CONFIDENTIAL

<PAGE>   91



         (c)      The technical information shall include, by example and not by
                  way of limitation:

                  (1)   Manufacturing drawings and specifications of materials
                        and parts comprising the replacement and repair parts
                        and components;

                  (2)   Manufacturing drawings and specifications covering
                        special tooling and operation;

                  (3)   A detailed list of all commercially available parts and
                        components purchased by SELLER on the open market,
                        disclosing the part number, name and location of the
                        supplier and price lists for the purchase; and

                  (4)   One complete copy of the source code used in the
                        preparation of any Software licensed or otherwise
                        acquired by CUSTOMER from SELLER, provided however, that
                        such source code shall remain the property of SELLER and
                        shall be separately licensed to CUSTOMER for CUSTOMER's
                        possession and use exclusively for maintenance of
                        CUSTOMER's and CUSTOMER's customers' PRODUCT.

         (d)      Notwithstanding the above, SELLER shall not be under any
                  obligation to provide source codes for any licensed program
                  for which SELLER either (i) does not own the source code or
                  (ii) does not have rights to disclose such source code. In
                  either event, SELLER shall disclose its licensor or owner of
                  said source code.

7.       TECHNICAL SUPPORT FOR PRODUCT

         (a)      SELLER shall make available to CUSTOMER telephone technical
                  support twenty-four (24) hours a day, seven (7) days a week.
                  There shall be no charge for such technical support. Technical
                  support and services shall include, but not be limited to, the
                  provision of the following services:

                  (1)   Distribution of a master SELLER's escalation matrix and
                        ongoing updates. This matrix must include names, titles
                        and telephone numbers of individuals within SELLER's
                        technical support organization for problem response
                        escalation.

                  (2)   Distribution to GTE's National Operations Center (NOC)
                        personnel of a monthly activity summary report listing
                        the number of times CUSTOMER's personnel contacted
                        SELLER's technical support throughout the month, with
                        the date and time of contact, disposition of the call
                        and the source of any identified problems.

                  (3)   Assistance in the diagnosis and resolution of hardware
                        and Software problems and in the analysis of maintenance
                        indices. Also assistance in expediting priority
                        replacement parts or systems required on an emergency
                        basis.

                  (4)   On-line remote monitoring of sites, as mutually agreed,
                        to provide assistance in problem identification and
                        resolution.



                                     H-1-5                          CONFIDENTIAL


<PAGE>   92



                  (5)   Assistance in the support of the initial implementation
                        of newly developed PRODUCT and during installation of
                        significant PRODUCT updates and/or changes.

                  (6)   Support in the preparation and analysis of failure and
                        discrepancy reports, as required.

                  (7)   Cooperation in providing guidelines and documentation to
                        ensure the necessary tracking and resolution of
                        engineering, installation and service complaints.

         (b)      When CUSTOMER contacts SELLER for technical support, SELLER
                  must provide caller with a control number if resolution cannot
                  be completed over the telephone. SELLER shall provide the
                  caller a verbal status, disposition or resolution of the
                  reported problem within two (2) hours of notification. At the
                  discretion of CUSTOMER, the problem may be escalated in
                  accordance with SELLER's escalation matrix.

         (c)      SELLER's technical support shall meet the following emergency
                  resolution intervals:

                  (1)   Total Outage --                          2 Hours
                        The PRODUCT has stopped
                        performing the function for
                        which it was purchased
                        (providing no service).

                  (2)   Safety Hazard --                         2 Hours
                        The PRODUCT has a defect
                        that may pose a safety hazard
                        to employees or customers.

                  (3)   Partial Outage --                        4 Hours
                        The PRODUCT is providing
                        limited service for which it
                        was purchased.

                  (4)   Loss of Redundancy --                    24 Hours
                        Any redundant part of the
                        PRODUCT is operating in a simplex mode.

                  (5)   Customer-Affecting Trouble --            72 Hours
                        The PRODUCT is providing
                        the service for which it was
                        purchased; however, at times
                        that service deteriorates.



                                     H-1-6                          CONFIDENTIAL


<PAGE>   93



8.       ON-SITE ASSISTANCE

         (a)      Prior to any on-site assistance, the solution to specific
                  problems shall be discussed and resolved, whenever possible,
                  by telephone, as outlined in Section 7, TECHNICAL SUPPORT FOR
                  PRODUCT, of this Exhibit. If requested by CUSTOMER, SELLER
                  agrees to furnish on-site assistance in a time frame as
                  mutually agreed by the parties and in accordance with SELLER's
                  prevailing rates, [*Confidential treatment requested].
                  Current rates, [*Confidential treatment requested],
                  shall not be changed by SELLER without written notice to
                  CUSTOMER sixty (60) days in advance of such change, which must
                  be mutually agreed upon by both parties.

         (b)      In cases of out-of service emergencies, customer-affecting
                  failures and/or when other critical factors apply, SELLER
                  agrees to provide on-site assistance within eight (8) hours of
                  CUSTOMER request, within the limits of available
                  transportation.

         (c)      When requested, SELLER shall provide a qualified individual
                  familiar with the PRODUCT, at no expense to CUSTOMER, for a
                  period to be mutually agreed to at the first installation of
                  newly developed PRODUCT or PRODUCT enhancement, updates or
                  changes in each designated CUSTOMER area.

9.       PRODUCT MAINTENANCE

         This Agreement in itself does not purchase any services or maintenance.
         Any request for services or maintenance shall only be provided for in
         CUSTOMER's purchase order, or through the request procedure set out in
         this Agreement.

         (a)      Pursuant to CUSTOMER's issuance of a purchase order(s) to
                  SELLER for hardware maintenance, such hardware maintenance
                  shall be provided in accordance with the terms and conditions
                  as set forth in Attachment F.

         (b)      Pursuant to CUSTOMER's issuance of a purchase order(s) to
                  SELLER for Software maintenance, such Software maintenance
                  shall be in accordance with the terms and conditions as set
                  forth in Attachment G.

10.      TRAINING

         During the term of the Agreement, SELLER shall provide training in
         accordance with the terms and standards set forth in Attachment H.

11.      PRODUCT DOCUMENTATION

         (a)      During the term of this Agreement, SELLER shall support
                  PRODUCT by maintaining and providing, at no charge,
                  documentation, preferably in a mechanized format, on the
                  following:

                  (1)   Administration;

                  (2)   Features and technical specifications;



                                     H-1-7                          CONFIDENTIAL

<PAGE>   94



                  (3)   Detailed engineering and circuit design;

                  (4)   Installation and testing;

                  (5)   Operations, provisioning and translations;

                  (6)   Test and acceptance;

                  (7)   Maintenance and diagnostics; and

                  (8)   Other documentation deemed necessary by CUSTOMER to
                        support the maintenance and operation of the PRODUCT.

         (b)      SELLER shall maintain a, record of PRODUCT documentation
                  provided to CUSTOMER and shall provide updates, at no charge,
                  in accordance with that record.

         (c)      All initial documentation and any updates shall be submitted
                  by SELLER to CUSTOMER for review and preparation of CUSTOMER's
                  cover sheets and addenda, as required, prior to any
                  distribution or shipment with PRODUCT purchased by CUSTOMER.
                  SELLER shall review and reply to any suggested change provided
                  by CUSTOMER as a result of the review.

         (d)      Any GTE Practice (GTEP) written by SELLER in support of the
                  PRODUCT shall be written in accordance with the guidelines
                  provided by CUSTOMER.

         (e)      SELLER shall provide, upon CUSTOMER's request, one master
                  (camera ready) photographic replication of PRODUCT suitable
                  for use in CUSTOMER's product catalog publications.

         (f)      SELLER grants to CUSTOMER a fully paid license, at no
                  additional charge, for the term of this Agreement, to copy or
                  otherwise reproduce all or portions of SELLER's PRODUCT
                  documentation. Such reproduction shall be for CUSTOMER's own
                  internal use.

12.      PRODUCT LITERATURE

         (a)      SELLER agrees to provide CUSTOMER with reasonable amounts of
                  PRODUCT literature, at no additional charge, to properly
                  support SELLER's PRODUCT.

         (b)      SELLER grants to CUSTOMER a fully paid license, at no
                  additional charge, for the term of this Agreement, to copy or
                  otherwise reproduce all or portions of SELLER's PRODUCT
                  brochures, or to incorporate portions of SELLER copyrighted
                  material in PRODUCT brochures or advertising material composed
                  by CUSTOMER, provided that CUSTOMER shall submit such material
                  composed by CUSTOMER that incorporates such SELLER copyrighted
                  material for SELLER's prior approval, which approval shall not
                  be unreasonably withheld. Such reproduction shall not



                                     H-1-8                          CONFIDENTIAL

<PAGE>   95



                  apply to proprietary and/or confidential information and shall
                  be subject to all applicable copyright laws.

13.      COOPERATIVE ADVERTISING

         During the term of this Agreement, SELLER shall work in good faith with
         CUSTOMER to develop a mutually agreed upon program of cooperative
         advertising and/or joint promotion.

14.      SUBCONTRACTING

         CUSTOMER reserves the right to enlist other contractors for
         engineering, installation or maintenance services with respect to
         SELLER's PRODUCT.



                                     H-1-9                          CONFIDENTIAL

<PAGE>   96






                                                                    CONFIDENTIAL



                   * Confidential treatment will be requested
<PAGE>   97









                                                                    CONFIDENTIAL



                   * Confidential treatment will be requested

<PAGE>   98









                                                                    CONFIDENTIAL




                   * Confidential treatment will be requested
<PAGE>   99



                                  ATTACHMENT D

                       SELLER'S WORKING HOUR SCHEDULE AND
                               CONTACT INFORMATION




                                                                    CONFIDENTIAL
<PAGE>   100



                                  ATTACHMENT E








                                                                    CONFIDENTIAL





                   * Confidential treatment will be requested
<PAGE>   101



                                  ATTACHMENT F

                              HARDWARE MAINTENANCE






                                                                    CONFIDENTIAL
<PAGE>   102



                                  ATTACHMENT G

                              SOFTWARE MAINTENANCE






                                                                    CONFIDENTIAL
<PAGE>   103



                                  ATTACHMENT H

                          TRAINING TERMS AND STANDARDS






                                                                    CONFIDENTIAL
<PAGE>   104





                                  ATTACHMENT H

                          TRAINING TERMS AND STANDARDS


1.       SELLER shall provide qualified instructors and the necessary
         instruction material, as mutually agreed upon, to train CUSTOMER's
         personnel in the marketing, installation, database preparation and
         administration, operation, and maintenance of PRODUCT furnished in a
         cost effective manner.

2.       SELLER shall also establish and/or maintain curricula to include, but
         not limited to, the following:

         (a)  PRODUCT overview and introduction (e.g., features, functions,
              benefits, nomenclature, architecture);

         (b)  Engineering, installation and maintenance;

         (c)  Basic operation and administration;

         (d)  Sizing, configuration and PRODUCT ordering;

         (e)  Planning and budgetary guidelines; and

         (f)  Other subjects deemed necessary by CUSTOMER to support the
              PRODUCT.

3.       SELLER shall change, modify, update and/or add training programs as new
         PRODUCT features/releases are made available.

4.       SELLER shall maintain a technical training facility and provide
         CUSTOMER a course listing of all training courses available to
         CUSTOMER, notify CUSTOMER of any curriculum changes and identify those
         courses that are critical in the support of the PRODUCT. Training shall
         be offered on a regular basis and SELLER shall attempt to meet any
         reasonable request for additional or unscheduled training required by
         CUSTOMER. Additional courses may be scheduled with sixty (60) days
         prior written notice.

5.       SELLER shall offer to CUSTOMER           training classes at no
         additional cost, for every $              purchased/licensed by
         CUSTOMER from SELLER during each year of this Agreement. CUSTOMER shall
         bear the cost of transportation, meals, lodging or any other incidental
         expenses of CUSTOMER personnel to, from and during training. All
         charges for training, over and above that offered at no charge, shall
         be as shown in Attachment 1. Prices shall not be changed by SELLER
         without written notice to CUSTOMER                ( ) days in advance
         of such change, and must be mutually agreed upon by both parties.

6.       SELLER agrees to extend an additional     % discount on SELLER's
         PRODUCT purchased by CUSTOMER for the sole purpose of training CUSTOMER
         employees on the use of the PRODUCT.

7.       SELLER shall, at no charge to CUSTOMER, provide copies of all training
         materials to the CUSTOMER's training department for review of quality
         and applicability to CUSTOMER's


                                  H - 1, H - 1                      CONFIDENTIAL

<PAGE>   105


         training requirements. SELLER shall provide a plan for the correction
         of deficiencies identified in such review.

8.       If requested by CUSTOMER, SELLER shall, at a mutually agreeable cost,
         conduct "Train the Trainer" classes on sales, installation,
         maintenance, and engineering of SELLER's PRODUCT for CUSTOMER
         instructors, at a mutually agreed upon location.

9.       SELLER shall provide, upon CUSTOMER request, one master (camera ready)
         copy of any sales, installation, maintenance, and engineering
         courseware required for CUSTOMER's instructors to train on SELLER's
         PRODUCT. The courseware shall contain an instructor guide, student
         materials and any additional aides required to present the course.
         These master copy materials shall be provided at no cost. SELLER shall
         provide CUSTOMER with reproduction rights for these materials. These
         materials shall not be distributed to any nonCUSTOMER organization.

10.      CUSTOMER may audit SELLER conducted training to ascertain if the
         materials are presented in a quality manner. The costs of such audits
         shall be at no charge. Any recommendations offered by CUSTOMER shall be
         incorporated for future training classes in a timely manner.

11.      SELLER certified CUSTOMER instructors shall be afforded the same
         consideration as SELLER's instructors in regard to course modifications
         and updates. SELLER shall assure that CUSTOMER's instructors have the
         same updated material as SELLER's instructors.

12.      SELLER shall provide CUSTOMER's instructors, at no cost,
         technical/operational support in the form of reasonable telephone
         consulting assistance relating to the content of courseware.

13.      SELLER shall provide, at the actual cost of reproduction, copies of all
         training materials required to support CUSTOMER's embedded base of
         PRODUCT that SELLER may have declared as discontinued or obsolete.


                                  H - 1, H - 2                      CONFIDENTIAL

<PAGE>   106








                                                                    CONFIDENTIAL


                   * Confidential treatment will be requested
<PAGE>   107



                                   EXHIBIT H-2

                          SELLER'S PRODUCT WARRANTIES,
                              SERVICES AND SUPPORT
                                       AND
                             PRODUCT. MANUFACTURER'S
                        RESPONSIBILITIES AND OBLIGATIONS

                                     FUJITSU

                                TABLE OF CONTENTS

<TABLE>


<S>                                                                                                            <C>
1.       PARTIES...............................................................................................1

* Confidential treatment will be requested

* Confidential treatment will be requested

* Confidential treatment will be requested

5.       REPAIRS BY CUSTOMER...................................................................................5

6.       EMERGENCY REPLACEMENT SERVICE.........................................................................5

7.       CONTINUING AVAILABILITY OF PRODUCT SUPPORT............................................................5

8.       TECHNICAL SUPPORT FOR PRODUCT.........................................................................6

9.       ON-SITE ASSISTANCE....................................................................................8

10.      PRODUCT MAINTENANCE...................................................................................8

11.      TRAINING..............................................................................................8

12.      PRODUCT DOCUMENTATION.................................................................................9

13.      PRODUCT LITERATURE...................................................................................10

14.      COOPERATIVE ADVERTISING..............................................................................10

15.      SUBCONTRACTING.......................................................................................10

16.      LABOR SERVICES.......................................................................................10

17.      SOFTWARE LICENSE.....................................................................................10

18.      INFRINGEMENT.........................................................................................10

</TABLE>



                                   H - 2 - 1                        CONFIDENTIAL

<PAGE>   108

<TABLE>


<S>                                                                                                           <C>
19.      INDEMNIFICATION AND INSURANCE........................................................................10

         SIGNATURES...........................................................................................11

         * Confidential treatment will be requested

         * Confidential treatment will be requested

         * Confidential treatment will be requested

         * Confidential treatment will be requested

         ATTACHMENT F:         HARDWARE MAINTENANCE

         ATTACHMENT G:         SOFTWARE MAINTENANCE

         ATTACHMENT H:         TRAINING TERMS AND STANDARDS

         * Confidential treatment will be requested

         ATTACHMENT J:         ADDITIONAL MANUFACTURER'S RESPONSIBILITIES AND OBLIGATIONS

</TABLE>




                                   H - 2 - 2                        CONFIDENTIAL
<PAGE>   109


                                   EXHIBIT H-2

                          SELLER'S PRODUCT WARRANTIES,
                              SERVICES AND SUPPORT
                                       AND
                             PRODUCT MANUFACTURER'S
                        RESPONSIBILITIES AND OBLIGATIONS

                                     FUJITSU

1.       PARTIES

         (a)  This EXHIBIT H-2, is made between World Wide Technology, 1nc.
              (SELLER), Fujitsu Network Communications, Inc. (Manufacturer) and
              GTE Communication Systems Corporation (CUSTOMER) acting through
              its GTE Supply Division.

         (b)  This EXHIBIT H-2, is attached to and made a part of that certain
              Product Purchase Agreement No. C971312BC002, dated effective
              November 1, 1997 (the "Agreement") between World Wide Technology,
              Inc. (SELLER) and GTE Communication Systems Corporation (CUSTOMER)
              acting through its GTE Supply Division.

         (c)  This EXHIBIT H-2, applies to Manufacturer's PRODUCT(S) which are
              furnished to CUSTOMER through SELLER.

         (d)  The PARTIES agree that if there is a conflict between this EXHIBIT
              H-2, and the main part of the Agreement, the main part of the
              Agreement shall control. This shall not be construed to release
              Manufacturer of any of its obligations under the Product Purchase
              Agreement No. C951312P0001, dated effective January 1, 1996 with
              CUSTOMER.

         (e)  The PARTIES further agree that Manufacturer's obligations as to
              PRODUCT (and services) are only in respect to PRODUCT supplied
              directly, or indirectly (through SELLER) by Manufacturer and
              services related thereto.

         (f)  The PARTIES further agree that CUSTOMER may not resell PRODUCT to
              any third party that is a current direct account of Manufacturer.
              CUSTOMER shall inquire with SELLER and/or Manufacturer as to which
              third parties are direct accounts of Manufacturer.

         (g)  The PARTIES further agree that this Exhibit H-2 shall be amended
              following execution of the new Product Purchase Agreement (PPA)
              currently being negotiated between CUSTOMER and Manufacturer. Such
              amendment(s) shall modify Manufacturer's additional
              responsibilities and obligations hereunder consistent with the
              parallel provisions of such new PPA or as it may be amended from
              time to time.


                                    H - 2 - 1                       CONFIDENTIAL

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                   * Confidential treatment will be requested














































                                    H - 2 - 2                       CONFIDENTIAL

<PAGE>   111
















































                                   H - 2 - 3                        CONFIDENTIAL




                   * Confidential treatment will be requested
<PAGE>   112














                     [*Confidential treatment requested].











4.       PRODUCT REPAIR RETURN

         (a)  CUSTOMER may provide to Manufacturer an Equipment Repair Order
              (ERO) number and/or a purchase order pack list number when
              returning PRODUCT to Manufacturer for repair.

         (b)  CUSTOMER shall furnish the following information with PRODUCT
              returned to Manufacturer for repairs:

              (1)    CUSTOMER's name and complete address;

              (2)    Name(s) and telephone number(s) of CUSTOMER's employee(s)
                     to contact if there are questions about the PRODUCT to be
                     repaired;

              (3)    "Ship to" address for return of repaired PRODUCT, if
                     different from (1);

              (4)    A complete list of PRODUCT returned;

              (5)    The nature of the defect or failure, if known; and

              (6)    The PRODUCT warranty status and the date of manufacture.

         (c)  All PRODUCT shipped to Manufacturer for repair shall have repair
              tags attached that are supplied by Manufacturer free of charge or
              by CUSTOMER, which shall contain the above stated information.

         (d)  PRODUCT repaired by Manufacturer shall have the repair completion
              date stenciled or otherwise identified in a permanent manner in a
              readily visible location on the PRODUCT and the repaired PRODUCT
              shall be returned with a tag or other papers describing the
              repairs that have been made. If Manufacturer maintains statistical



                                   H - 2 - 4                        CONFIDENTIAL


<PAGE>   113

              records for repaired PRODUCT, the information shall be made
              available to CUSTOMER upon request.

5.       REPAIRS BY CUSTOMER

         (a)  CUSTOMER may elect to repair Manufacturer's PRODUCT purchased
              under this Agreement. For that PRODUCT, Manufacturer agrees to
              work with CUSTOMER to develop a repair program and furnish initial
              and supplemental documentation necessary for the repair of PRODUCT
              purchased. Transfer of such documentation shall be at no cost to,
              CUSTOMER, for the sole use of CUSTOMER in repairing the PRODUCT,
              and shall not include the right to sublicense or transfer such
              documentation to a third party.

         (b)  Manufacturer agrees to sell to CUSTOMER the necessary components
              for said repairs at the prices to be mutually agreed upon.

         (c)  Repair documentation to be provided to CUSTOMER shall be mutually
              agreed upon by the parties.

6.       EMERGENCY REPLACEMENT SERVICE

         (a)  If a failure causes a customer service impairment, which failure
              is caused by PRODUCT furnished under this Agreement, Manufacturer
              agrees to work with SELLER to ship replacement PRODUCT, by the
              most expedient means available, within twenty-four (24) hours of
              verbal notification by CUSTOMER.

              (1)    If the defective or nonconforming PRODUCT is in warranty or
                     is covered under a maintenance agreement, Manufacturer
                     shall work with SELLER to ship new replacement PRODUCT at
                     no charge. If the defective or nonconforming PRODUCT is not
                     returned to Manufacturer within sixty (60) days from the
                     date of shipment of the new replacement PRODUCT, SELLER may
                     invoice CUSTOMER for such new replacement PRODUCT
                     [* Confidential treatment will be requested]

              (2)    If the defective or nonconforming PRODUCT is out of
                     warranty and is not covered under a maintenance agreement,
                     Manufacturer shall work with SELLER to ship new replacement
                     PRODUCT and SELLER may invoice CUSTOMER [* Confidential
                     treatment will be requested]

         (b)  In order to schedule shipment of replacement PRODUCT, CUSTOMER may
              telephone Manufacturer. This service shall be available from
              Manufacturer seven (7) days a week, twenty-four (24) hours a day.
              As specified in Attachment D, CUSTOMER may contact Manufacturer at
              the telephone numbers listed during normal working hours and after
              normal working hours.

7.       CONTINUING AVAILABILITY OF PRODUCT SUPPORT

         (a)  Manufacturer agrees to offer for sale to CUSTOMER, for the
              respective periods during which the PRODUCT is manufactured by
              Manufacturer, and for a period of ten (10) years after the PRODUCT
              has been manufacturer discontinued, functionally equivalent
              replacement and repair parts.


                                   H - 2 - 5                        CONFIDENTIAL
<PAGE>   114


         (b)  If Manufacturer is unable or unwilling to supply such parts or
              Manufacturer is unable or unwilling to obtain another source of
              supply for CUSTOMER, then such inability shall be considered
              noncompliance with this Section and Manufacturer shall to the
              extent that Manufacturer is able to do so with neither obligation
              nor charge to CUSTOMER, provide CUSTOMER with drawings or other
              documents required to either manufacture or buy such parts and the
              technical information or any other rights necessary for CUSTOMER
              to manufacture or obtain such parts from other sources.

         (c)  The technical information shall include, by example and not by way
              of limitation:

              (1)    Manufacturing drawings and specifications of materials and
                     parts comprising the replacement and repair parts and
                     components;

              (2)    Manufacturing drawings and specifications covering special
                     tooling and operation;

              (3)    A detailed list of all commercially available parts and
                     components purchased by Manufacturer on the open market,
                     disclosing the part number, name and location of the
                     supplier; and

              (4)    One complete copy of the source code used in the
                     preparation of any Software licensed or otherwise acquired
                     by CUSTOMER from Manufacturer, provided however, that such
                     source code shall remain the property of Manufacturer and
                     shall be separately licensed to CUSTOMER for CUSTOMER's
                     possession and use exclusively for maintenance of
                     CUSTOMER's and CUSTOMER's customers' PRODUCT.

         (d)  Notwithstanding the above, Manufacturer shall not be under any
              obligation to provide source codes for any license program for
              which Manufacturer either (i) does not own the source code or (ii)
              does not have rights to disclose such source code. In either
              event, Manufacturer shall disclose its licensor or owner of said
              source code.

8.       TECHNICAL SUPPORT FOR PRODUCT

         (a)  Manufacturer shall make available to CUSTOMER telephone technical
              support at (1-800/873-3822), twenty-four (24) hours a day, seven
              (7) days a week. There shall be no charge for such technical
              support. Technical support and services shall include, but not be
              limited to, the provision of the following services:

              (1)    Distribution of a master Manufacturer's escalation matrix
                     and ongoing updates. This matrix must include names, titles
                     and telephone numbers of individuals within Manufacturers
                     technical support organization for problem response
                     escalation.

              (2)    Distribution to GTE's National Operations Center (NOC)
                     personnel of a monthly activity summary report listing the
                     number of times CUSTOMER's personnel contacted
                     Manufacturer's technical support throughout the month, with
                     the date and time of contact, disposition of the call and
                     the source of any identified problems.



                                   H - 2 - 6                        CONFIDENTIAL
<PAGE>   115


              (3)    Assistance in the diagnosis and resolution of hardware and
                     Software problems and in the analysis of maintenance
                     indices. Also assistance in expediting priority replacement
                     parts or systems required on an emergency basis.

              (4)    On-line remote monitoring of sites, as mutually agreed, to
                     provide assistance in problem identification and
                     resolution.

              (5)    Assistance in the support of the initial implementation of
                     newly developed PRODUCT and during installation of
                     significant PRODUCT updates and/or changes.

              (6)    Support in the preparation and analysis of failure and
                     discrepancy reports, as required.

              (7)    Cooperation in providing guidelines and documentation to
                     ensure the necessary tracking and resolution of
                     engineering, installation and service complaints.

         (b)  When CUSTOMER contacts Manufacturer for technical support,
              Manufacturer must provide caller with a control number if
              resolution cannot be completed over the telephone. Manufacturer
              shall provide the caller a verbal status, disposition or
              resolution of the reported problem within two (2) hours of
              notification. At the discretion of CUSTOMER, the problem may be
              escalated in accordance with Manufacturer's escalation matrix.

         (c)  Manufacturer's technical support shall meet the following
              emergency resolution intervals during which period Manufacturer
              shall identify a course of action for implementing a remedy:

              (1)    Total Outage - .................................2 Hours
                     The PRODUCT has stopped
                     performing the function for
                     which it was purchased
                     (providing no service).

              (2)    Safety Hazard - ................................2 Hours
                     The PRODUCT has a defect
                     that may pose a safety hazard
                     to employees or customers.

              (3)    Partial Outage - ...............................4 Hours
                     The PRODUCT is providing
                     limited service for which it
                     was purchased.

              (4)    Loss of Redundancy -...........................24 Hours
                     Any redundant part of the
                     PRODUCT is operating
                     in a simplex mode.

                                    H - 2 -7                        CONFIDENTIAL

<PAGE>   116

              (5)    Customer-Affecting Trouble - ..................72 Hours
                     The PRODUCT is providing
                     the service for which it was
                     purchased; however, at times
                     that service deteriorates.

9.       ON-SITE ASSISTANCE

         (a)  Prior to any on-site assistance, the solution to specific problems
              shall be discussed and resolved, whenever possible, by telephone,
              as outlined in Section 8, TECHNICAL SUPPORT FOR PRODUCT, of this
              Exhibit H-2. If requested by CUSTOMER, Manufacturer agrees to
              furnish on-site assistance in a time frame as mutually agreed by
              the parties and in accordance with Manufacturer's prevailing
              rates, [* Confidential treatment will be requested] shall not be
              changed by Manufacturer without written notice to CUSTOMER and
              SELLER ninety (90) days in advance of such change, which must be
              mutually agreed upon by both parties.

         (b)  In cases of out-of service emergencies, customer-affecting
              failures and/or when other critical factors apply, Manufacturer
              agrees to provide on-site assistance within eight (8) hours of
              CUSTOMER request, within the limits of available transportation
              and Manufacturer's personnel resources.

         (c)  When requested, Manufacturer shall provide a qualified individual
              familiar with the PRODUCT, at no expense to CUSTOMER, for a period
              of three (3) days at the first installation of newly developed
              PRODUCT or PRODUCT enhancement, updates or changes in each
              designated CUSTOMER area.

10.      PRODUCT MAINTENANCE

         (a)  This Agreement in itself does not purchase any services or
              maintenance. Any request for services or maintenance shall only be
              provided for in CUSTOMER's purchase order, or through the request
              procedure set out in this Agreement.

         (b)  Pursuant to CUSTOMER's issuance of a purchase order(s) to
              Manufacturer for hardware maintenance, such hardware maintenance
              shall be provided in accordance with the terms and conditions as
              set forth in Attachment F.

         (c)  Pursuant to CUSTOMER's issuance of a purchase order(s) to
              Manufacturer for Software maintenance, such Software maintenance
              shall be in accordance with the terms and conditions as set forth
              in Attachment G.

11.      TRAINING

         During the term of the Agreement, Manufacturer shall provide training
         in accordance with the terms and standards set forth in Attachment H
         [* Confidential treatment will be requested]



                                   H - 2 - 8                        CONFIDENTIAL




<PAGE>   117




12.      PRODUCT DOCUMENTATION

         (a)  During the term of this Agreement, Manufacturer shall support
              PRODUCT by maintaining and providing documentation, preferably in
              a mechanized format, on the following:

              (1)    Administration;

              (2)    Features and technical specifications;

              (3)    Detailed engineering and circuit design;

              (4)    Installation and testing;

              (5)    Operations, provisioning and translations;

              (6)    Test and acceptance;

              (7)    Maintenance and diagnostics; and

              (8)    Other documentation deemed necessary by CUSTOMER to support
                     the maintenance and operation of the PRODUCT.

         (b)  Three (3) sets of site specific documentation including one (1)
              set of PRODUCT documentation will be provided at no additional
              charge with each order. Otherwise, additional sets of
              documentation will be supplied to CUSTOMER at no charge only upon
              specific written request therefor.

         (c)  Manufacturer shall maintain a record of PRODUCT documentation
              except Software products provided to CUSTOMER and shall provide
              updates, at no charge, in accordance with that record.

         (d)  All initial documentation and any updates shall be submitted by
              Manufacturer to CUSTOMER for review and preparation of CUSTOMER's
              cover sheets and addenda, if requested by CUSTOMER prior to any
              distribution or shipment with PRODUCT purchased by CUSTOMER.
              Manufacturer shall review and reply to any suggested change
              provided by CUSTOMER as a result of the review.

         (e)  Any GTE Practice (GTEP) written by Manufacturer in support of the
              PRODUCT shall be written in accordance with the guidelines
              provided by CUSTOMER.

         (f)  Manufacturer shall provide, upon CUSTOMER's request, one master
              (camera ready) photographic replication of PRODUCT suitable for
              use in CUSTOMER's product catalog publications.

         (g)  Manufacturer grants to CUSTOMER a fully paid license, at no
              additional charge, for the term of this Agreement, to copy or
              otherwise reproduce all or portions of Manufacturer's PRODUCT
              documentation. Such reproduction shall be for CUSTOMER's own
              internal use.


                                    H - 2 - 9                       CONFIDENTIAL
<PAGE>   118


13.      PRODUCT LITERATURE

         (a)  Manufacturer agrees to provide CUSTOMER with reasonable amounts of
              PRODUCT literature, at no additional charge, to properly support
              Manufacturer's PRODUCT.

         (b)  Manufacturer grants to CUSTOMER a fully paid license, at no
              additional charge, for the term of this Agreement, to copy or
              otherwise reproduce all or portions of Manufacturer's PRODUCT
              brochures, or to incorporate portions of Manufacturer copyrighted
              material in PRODUCT brochures or advertising material composed by
              CUSTOMER, provided that CUSTOMER shall submit such material
              composed by CUSTOMER that incorporates such Manufacturer
              copyrighted material for Manufacturer's prior approval, which
              approval shall not be unreasonably withheld. Such reproduction
              shall not apply to proprietary and/or confidential information and
              shall be subject to all applicable copyright laws. All
              reproductions incorporating copyrighted material shall include
              Manufacturer's copyright as proprietary notice on all copies.

14.      COOPERATIVE ADVERTISING

         During the term of this Agreement, Manufacturer shall work in good
         faith with CUSTOMER to develop a mutually agreed upon program of
         cooperative advertising and/or joint promotion.

15.      SUBCONTRACTING

         CUSTOMER reserves the right to enlist other contractors for
         engineering, installation or maintenance services with respect to
         Manufacturer's PRODUCT.

16.      LABOR SERVICES

         Should Manufacturer wish to be employed by CUSTOMER and CUSTOMER wish
         to employ Manufacturer to perform certain work in connection with the
         functions of engineering, construction, installation, or maintenance of
         equipment and/or facilities, Manufacturer shall enter into a General
         Agreement for Engineering, Construction, Installation, or Maintenance
         of Telephone Plant (the "General Agreement") with the telephone company
         affiliates of CUSTOMER to set forth the mutual rights and obligations
         of the parties and the manner in which such work shall be performed.

17.      SOFTWARE LICENSE

         Manufacturer shall provide Software license as set forth in Attachment
         J.

18.      INFRINGEMENT

         Manufacturer shall provide infringement indemnity as set forth in
         Attachment J.

19.      INDEMNIFICATION AND INSURANCE

         Manufacturer shall provide indemnification and insurance as set forth
         in Attachment J.



                                   H - 2 - 10                       CONFIDENTIAL

<PAGE>   119



Each party represents that it has executed this Agreement through its authorized
corporate representative:

WORLD WIDE TECHNOLOGY, INC.                GTE COMMUNICATION SYSTEMS CORPORATION

By: /s/ David L. Steward                   By: /s/ M. R. Redmond
   -------------------------------------     -----------------------------------
Name:  DAVID L. STEWARD                    Name:   M. R. Redmond
Title:  CHAIRMAN & CEO                     Title:  Assistant Vice President-
                                                   Contract Management
Date:  1/13/98                             Date:   1-9-98

FUJITSU NETWORKING
COMMUNICATIONS, INC.

By: /s/ George Chase                       APPROVED AS TO FORM AND LEGALITY
   ------------------------------------
Name:    George Chase                      /s/ J. R. Seastrom
                                           -------------------------------------
Title: Executive Vice President - FNC      Attorney, GTE Telephone Operations
Date:  1-9-98                              Date:   1/9/98



                                   H - 2 - 11                       CONFIDENTIAL

<PAGE>   120


                     [*Confidential treatment requested].






                                                                    CONFIDENTIAL

<PAGE>   121























                   * Confidential treatment will be requested













                                    H-2, A-1                        CONFIDENTIAL

<PAGE>   122















                                                                    CONFIDENTIAL


                   * Confidential treatment will be requested
<PAGE>   123




*Confidential treatment will be requested.




































                                     H-2, B-1                       CONFIDENTIAL

<PAGE>   124







                                                                    CONFIDENTIAL

*Confidential treatment will be requested.
<PAGE>   125



                                   EXHIBIT H-2

                                  ATTACHMENT D

                      MANUFACTURER'S WORKING HOUR SCHEDULE
                                       AND
                               CONTACT INFORMATION



                                                                    CONFIDENTIAL

<PAGE>   126





                                   EXHIBIT H-2

                                  ATTACHMENT D

                      MANUFACTURER'S WORKING HOUR SCHEDULE
                                       AND
                               CONTACT INFORMATION

TELEPHONE CONSULTATION

To facilitate the repair, servicing and support of PRODUCT hereunder, CUSTOMER
may contact Manufacturer at 1-800/873-3822 with any questions that may arise
concerning repair, servicing and support of the PRODUCT, and, if required, to
specify any special packing of PRODUCT that might be necessary adequate
in-transit protection from transportation damage. CUSTOMER may call this number
twenty four (24) hours a day, seven (7) days a week.




                                    H-2, D-1                        CONFIDENTIAL

<PAGE>   127








                                                                    CONFIDENTIAL

*Confidential treatment will be requested.
<PAGE>   128



*Confidential treatment will be requested.





























                                    H-2, E-1                        CONFIDENTIAL


<PAGE>   129




                                   EXHIBIT H-2

                                  ATTACHMENT F

                              HARDWARE MAINTENANCE

                       (To be negotiated at a later date)



                                                                    CONFIDENTIAL

<PAGE>   130



                                   EXHIBIT H-2

                                  ATTACHMENT G

                              SOFTWARE MAINTENANCE




                                                                    CONFIDENTIAL

<PAGE>   131






                                   EXHIBIT H-2

                                  ATTACHMENT G

                              SOFTWARE MAINTENANCE

SELLER has granted to CUSTOMER a license (License), effective November 1, 1997,
for CUSTOMER's right to use Manufacturers FLEXR(R)-Plus Software; and

CUSTOMER desires for Manufacturer to provide maintenance services as described
below for the Software (SERVICES) and Manufacturer agrees to provide the
SERVICES in accordance with the terms and conditions of this Attachment.

1.       STANDARD MAINTENANCE SERVICES

         (a)      Scope of Services - During the term of this Agreement,
                  Manufacturer will provide to CUSTOMER the following SERVICES
                  for the Software:

                  (1)   Corrections of substantial defects in the Software that
                        impact its ability to provide service as advertised:

                  (2)   Periodic Baseline Software Updates (BSU) that shall
                        contain FLEXR-Plus Software enhancements to support all
                        new features in the Fujitsu lightwave Multiplexers (FLM)
                        and FACTR-PRODUCT. BSUs ensure that FLEXR Plus Software
                        will always support the latest features in all
                        Manufacturer's network elements;

                  (3)   Unlimited telephone support during normal business hours
                        (8 a.m. to 5 p.m. Central Time, Monday through Friday,
                        excluding holidays), including dial-up support via modem
                        to assist CUSTOMER in setup, usage and troubleshooting
                        Software. CUSTOMER may obtain assistance by calling
                        Manufacturer's Technical Assistance Center (TAC) at
                        1-800/873-3822;

                  (4)   Emergency assistance outside of normal business hours
                        for critical problems. Critical problems are considered
                        to be those that cause a system failure that results in
                        the loss of all transaction processing capability and/or
                        the inability to restart the Software;

                  (5)   Monthly call reports outlining trouble calls and
                        solutions placed through the Manufacturer TAC. The
                        tracking of these calls enables report generation
                        capabilities;

                  (6)   Technical Information Bulletins to provide special
                        instructions and information;


FLEXR(R) is a registered trademark of Fujitsu Network Communications, Inc.




                                    H-2, G-1                        CONFIDENTIAL


<PAGE>   132



                  (7)   FLEXR Plus Software documentation updates and revisions.
                        These updates will be in addition to the normal BSU
                        documentation;

                  (8)   Up to two (2) free on-site visits by Manufacturer's
                        personnel per year. Each on-site visit is limited to
                        sixteen (16) working hours. Additional on-site visits
                        will be billed to CUSTOMER [*Confidential treatment will
                        be requested.]. Should Manufacturer perform the initial
                        Software installation, said installation shall count as
                        one (1) free on-site visit. Unused on-site visits shall-
                        not accumulate upon the yearly automatic renewal of this
                        Agreement; and

                  (9)   Off-site tape backup storage to ensure backup of the
                        initial installation in the event the database becomes
                        corrupted or the hardware fails. Tape backups will be
                        made at the time of FLEXR-Plus Software installation and
                        during the free site visit. In addition, CUSTOMER shall
                        have the tight to perform its own tape backup at any
                        time and mail the tape to Manufacturer for storage. Any
                        tape backup made in the manner should be sent to
                        Manufacturer at the following address:

                        Fujitsu Network Transmission Systems, Inc.
                        2801 Telecom Parkway
                        Richardson, Texas  75082
                        Attn:  Manager-Product Support

         (b)      Services Not Included. SERVICES do not include:

                  (1)   Charged-for-enhancements that are offered, at
                        Manufacturer's sole discretion, to CUSTOMERS upon
                        payment of a license fee;

                  (2)   Custom programming services;

                  (3)   On-site support other than as set forth in subparagraph
                        1 (a)(9) above;

                  (4)   Training; and

                  (5)   Hardware and related supplies

2.       CHARGED-FOR-ENHANCEMENTS

         From time to time, at Manufacturer's sole discretion, Manufacturer will
         make available to CUSTOMER charged-for-enhancements to the Software
         that CUSTOMER may license from Manufacturer upon payment of the license
         fee established by Manufacturer.

3.       CUSTOM PROGRAMMING SERVICES

         Manufacturer will provide custom programming services to CUSTOMER, as
         agreed to in a written addendum to this Agreement, signed by both
         parties, that specifies the custom programming services to be provided
         by Manufacturer and the fee for the services. Custom programming
         services shall include, but are not limited to, development of custom
         computer programs and installation, training and maintenance with
         respect to such computer programs.




                                    H-2, G-2                        CONFIDENTIAL


<PAGE>   133

4.       ON-SITE SUPPORT

         Manufacturer, upon receipt of a written request from CUSTOMER, will
         provide to CUSTOMER on-site support at a mutually agreed upon time. For
         on-site visits not covered by paragraph (1)(a)(8), above, CUSTOMER
         agrees to pay Manufacturer all costs associate with the provision of
         on-site support, including charges for Manufacturer's personnel,
         expenses fortra- -1, and miscellaneous charges, and taxes pursuant to
         paragraph 6(c) below.

5.       TRAINING

         Upon receipt of a written request from CUSTOMER, Manufacturer will
         provide training at a mutually agreed upon time at the office of
         Manufacturer in Richardson, Texas, unless Manufacturer agrees to
         conduct the training elsewhere. CUSTOMER agrees to pay Manufacturer all
         costs associated with this training, including (i) charges for
         Manufacturer's instructors to train CUSTOMER's personnel, which shall
         include a surcharge for training conducted at CUSTOMER's location, (ii)
         charges for travel, lodging and miscellaneous expenses, and (iii) taxes
         pursuant to Section 7 below.

*Confidential treatment will be requested.






































                                    H-2, G-3                        CONFIDENTIAL

<PAGE>   134



7.       PAYMENT TERMS

         Manufacturer shall invoice CUSTOMER for maintenance fees due pursuant
         to Section 6 herein. Payment shall be thirty (30) days from the date of
         receipt of Manufacturers invoice. CUSTOMER agrees to pay all other
         amounts due Manufacturer for SERVICES under this Agreement in
         accordance with the payment schedule set forth on Manufacturer's
         invoice for the SERVICES.

8.       OBLIGATIONS OF CUSTOMER

         (a)      Customer Contact. Manufacturer requests that. CUSTOMER
                  identify its CUSTOMER contact designee. To the maximum extent
                  practicable, CUSTOMER's communications with Manufacturer will
                  be through the CUSTOMER contact.

         (b)      Facility and Personnel Access. CUSTOMER agrees to grant
                  Manufacturer access to CUSTOMER's facilities and personnel
                  concerned with the operation of the Software to enable
                  Manufacturer to provide SERVICES.

         (c)      No Modification of Software. CUSTOMER agrees not to modify or
                  otherwise alter the Software, unless specifically authorized
                  by the prior written consent of Manufacturer.

         (d)      Error Documentation. Upon detection of any error in the
                  Software, CUSTOMER, as requested by Manufacturer, agrees to
                  provide Manufacturer with a listing of output and any other
                  data, including databases and backup systems, that
                  Manufacturer reasonably may request in order to reproduce
                  operating conditions to those present when the error occurred.




                                    H-2, G-4                        CONFIDENTIAL

<PAGE>   135





                                   EXHIBIT H-2

                                  ATTACHMENT H

                          TRAINING TERMS AND STANDARDS




                                                                    CONFIDENTIAL

<PAGE>   136





                                   EXHIBIT H-2

                                  ATTACHMENT H

                          TRAINING TERMS AND STANDARDS

1.       Manufacturer shall provide qualified instructors and the necessary
         instruction material, as mutually agreed upon, to train CUSTOMER's
         personnel in the marketing, installation, database preparation and
         administration, operation, and maintenance of PRODUCT furnished in a
         cost effective manner.

2.       Manufacturer shall also establish and/or maintain curricula to include,
         but not limited to, the following:

         (a)      PRODUCT overview and introduction (e.g., features, functions,
                  benefits, nomenclature, architecture);

         (b)      Engineering, installation and maintenance;

         (c)      Basic operation and administration;

         (d)      Sizing, configuration and PRODUCT ordering;

         (e)      Planning and budgetary guidelines; and

         (f)      Other subjects deemed necessary by CUSTOMER to support the
                  PRODUCT.

3.       Manufacturer shall change, modify, update and/or add training programs
         as new PRODUCT features/releases are made available.

4.       Manufacturer shall maintain a technical training facility and provide
         CUSTOMER a course listing of all training courses available to
         CUSTOMER, notify CUSTOMER of any curriculum changes. and identify those
         courses that are critical in the support of the PRODUCT. Training shall
         be offered on a regular basis and Manufacturer shall attempt to meet
         any reasonable request for additional or unscheduled training required
         by CUSTOMER. Additional courses may be scheduled with sixty (60) days
         prior written notice.
















*Confidential treatment will be requested.


                                    H-2, H-1                        CONFIDENTIAL

<PAGE>   137



*Confidential treatment will be requested.







7.       Manufacturer shall, at no charge to CUSTOMER, provide copies of all
         training materials to the CUSTOMER's training department for review of
         quality and applicability to CUSTOMER's training requirements.
         Manufacturer shall provide a plan for the correction of deficiencies
         identified in such review.

8.       If requested by CUSTOMER, Manufacturer shall, at a mutually agreeable
         cost, conduct "Train the Trainer" classes on sales, installation,
         maintenance, and engineering of Manufacturers PRODUCT for CUSTOMER
         instructors, at a mutually agreed upon location.

9.       Manufacturer shall provide, upon CUSTOMER request, one master (camera
         ready) copy of any sales, installation, maintenance, and engineering
         courseware required for CUSTOMER's instructors to train on
         Manufacturer's PRODUCT. The courseware shall contain an instructor
         guide, student materials and any additional aides required to present
         the course. These master copy materials shall be provided at no cost.
         Manufacturer shall provide CUSTOMER with reproduction rights for these
         materials. These materials shall not be distributed to any nonCUSTOMER
         organization.

10.      CUSTOMER may audit Manufacturer conducted training to ascertain if the
         materials are presented in a quality manner. The costs of such audits
         shall be at no charge. Any recommendations offered by CUSTOMER shall be
         incorporated for future training classes in a timely manner.

11.      Manufacturer certified CUSTOMER instructors shall be afforded the same
         consideration as Manufacturer's instructors in regard to course
         modifications and updates. Manufacturer shall assure that CUSTOMER's
         instructors have the same updated material as Manufacturer's
         instructors.

12.      Manufacturer shall provide CUSTOMER's instructors, at no cost,
         technical/operational support in the form of reasonable telephone
         consulting assistance relating to the content of courseware.

13.      Manufacturer shall provide, at the actual cost of reproduction, copies
         of all training materials required to support CUSTOMER's embedded base
         of PRODUCT that Manufacturer may have declared as discontinued or
         obsolete.

14.      Manufacturer agrees to provide on-site training to CUSTOMER. Courses
         may be scheduled with sixty (60) days prior written notice.
         [*Confidential treatment will be requested.] Instructor's travel and
         living expenses shall be the responsibility of Manufacturer.
         Manufacturer shall provide normal classroom non-traffic bearing
         equipment.





                                    H-2, H-2                        CONFIDENTIAL

<PAGE>   138


*Confidential treatment will be requested.










                                                                    CONFIDENTIAL

<PAGE>   139



                                   EXHIBIT H-2

                                  ATTACHMENT J

                            ADDITIONAL MANUFACTURER'S
                        RESPONSIBILITIES AND OBLIGATIONS



                                                                    CONFIDENTIAL

<PAGE>   140






                                   EXHIBIT H-2

                                  ATTACHMENT J

                            ADDITIONAL MANUFACTURER'S
                        RESPONSIBILITIES AND OBLIGATIONS

1.       SOFTWARE LICENSE

         (a)      Manufacturer has granted to CUSTOMER through SELLER a license
                  for CUSTOMER's right to use software owned by Manufacturer.

         (b)      If Manufacturer discontinues support of the Software, to the
                  extent that Manufacturer has such rights, Manufacturer agrees
                  to furnish to CUSTOMER all source code (in machine readable
                  format), technical documentation and other information
                  required for the maintenance, modification or correction of
                  the most recent version of the Software provided to CUSTOMER.

         (c)      Purchasers of the Software and related documentation from
                  CUSTOMER shall be required to execute and shall be subject to
                  the Software Sublicense Agreement, attached hereto and
                  incorporated herein as Addendum to this Attachment J, which
                  requires such customer(s) to abide by the requirements
                  therein, to use the Software and related documentation solely
                  for the purpose of provisioning, maintaining, and monitoring
                  such CUSTOMER's and/or customers network elements, and to
                  consent to the enforcement of the provisions thereof directly
                  by Manufacturer. Use of the Software by customer(s) of
                  CUSTOMER shall be solely in conjunction with the PRODUCT
                  furnished by Manufacturer to CUSTOMER hereunder and shall be
                  restricted to provisioning, maintaining, and monitoring such
                  CUSTOMER's and/or customer's internal network elements.

         (d)      CUSTOMER shall promptly notify Manufacturer that CUSTOMER has
                  furnished its customer with Software and documentation
                  licensed hereunder and shall provide to Manufacturer a copy of
                  the signed Software Sublicense Agreement.

         (e)      Upon removal of CUSTOMER's PRODUCT utilizing the Software
                  licensed hereunder from its customer's premises, CUSTOMER
                  shall use commercially reasonable efforts to obtain from its
                  customer a signed form certifying that the Software and
                  documentation have been returned in their entirety to
                  CUSTOMER.

         (f)      No right or license shall be implied by estoppel or otherwise,
                  other than the rights and license expressly granted in this
                  Agreement. All ownership rights, title, and interest in the
                  Software are and shall remain with Manufacturer subject,
                  however, only to the license specifically granted herein.

         (g)      Any and all trademarks and trade names that Manufacturer uses
                  in connection with the license granted hereunder are and
                  remain the exclusive property of Manufacturer. This Agreement
                  gives CUSTOMER no right therein except a limited license to
                  reproduce trademarks and trade names as necessary for and for
                  the sole purpose of allowing CUSTOMER to fully promote and
                  market the Software pursuant to the terms of this Agreement.




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<PAGE>   141

         (h)      For any Software acquired directly or indirectly on behalf of
                  a unit or agency of the United States Government, this
                  provision applies.

                  (1)   For civilian agencies: Software

                        (i)     Was developed at private expense, is existing
                                computer Software and the part of the Software
                                was developed with government funds;

                        (ii)    Is a trade secret of Manufacturer for all
                                purposes of the Freedom of Information act;

                        (iii)   Is "restricted computer Software" submitted with
                                restricted rights in accordance with the
                                subparagraphs (a) through (d) of the Commercial
                                Licensed Materials-Restricted Rights clause at
                                52.227-19 of the Federal Acquisition Regulations
                                (FAR) and its successors and as expressly stated
                                in Manufacturer's standard commercial agreement
                                incorporated into the contract or purchase order
                                between Manufacturer and the government entity,
                                except that the government agency shall not have
                                the right to disclose the Software to support
                                service contractors or their subcontractors
                                without Manufacturer's prior written consent.

                        (iv)    In all respects, is proprietary data of
                                Manufacturer; and

                        (v)     Is unpublished and all rights are reserved under
                                the copyright laws of the United States.

                  (2)   For units of the Department of Defense (DOD): The
                        Software is licensed only with "Restricted Rights" as
                        that term is defined in the DOD Supplement to the FAR,
                        clause 52.227-7013(c)(1)(ii), Rights in Technical Data
                        and Computer Software and its successors, and use,
                        duplication or disclosure is subject to the restrictions
                        set forth therein, with the exception that the
                        government agency shall not have the right to disclose
                        the Software to subcontractors or agents of the
                        government without Manufacturer's prior written consent.

2.       MANUFACTURER'S INFRINGEMENT

         (a)      Manufacturer agrees to indemnify, defend and hold harmless
                  CUSTOMER and its AFFILIATES, shareholders, directors,
                  officers, employees, contractors, agents and other
                  representatives from all demands, claims, actions, causes of
                  action, proceedings, assessments, losses, damages,
                  liabilities, settlements, judgments fines, penalties,
                  interest, cost and expenses (including fees and disbursements
                  of counsel) arising from or relating to any actual or alleged
                  infringement or misappropriation of any patent, trademark,
                  copyright, trade secret or any actual or alleged violation of
                  any other intellectual property rights arising from or in
                  connection with the PRODUCT provided or the SERVICES performed
                  under this Agreement regardless of whether such PRODUCT or
                  SERVICES form the entire basis or only a portion of the basis
                  for such claims of infringement, misappropriation or
                  violation; and if the use or resale shall be enjoined,
                  Manufacturer shall, at its option, replace




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                  the enjoined PRODUCT(S) with suitable substitute free of the
                  infringement or misappropriation, or shall procure for
                  CUSTOMER's benefit a license or other right to use or resell
                  the same, or shall remove the enjoined PRODUCT(S) and refund
                  to CUSTOMER the amount paid to SELLER therefor, plus, under
                  any option, Manufacturer shall indemnify CUSTOMER's direct
                  (i.e., punitive damages and license fees, royalties or other
                  right to use fees paid to a third party) damages for such
                  infringing or misappropriated PRODUCT(S). Notwithstanding
                  anything to the contrary contained in this Agreement
                  (including, but not limited to, Section 3, INDEMNIFICATION AND
                  INSURANCE), the provisions of this Section 2, MANUFACTURER'S
                  INFRINGEMENT, shall, as to Manufacturer, govern the rights of
                  CUSTOMER and its AFFILIATES, shareholders, directors,
                  officers, employees, contractors, agents and other
                  representatives to indemnification for claims of infringement,
                  misappropriation or violation of intellectual -property
                  rights. Manufacturer shall have total control over the
                  defense, negotiation and settlement of each such case,
                  provided, however, that CUSTOMER shall be permitted to
                  participate in such defense negotiation, or settlement by
                  counsel of its own choosing and expense.

         (b)      Except for the negligence provisions, the procedures set forth
                  in Section 3, INDEMNIFICATION AND INSURANCE, shall apply in
                  the case of any claims of infringement, misappropriation or
                  violation of intellectual property rights for which
                  indemnification will be sought. CUSTOMER shall give
                  Manufacturer prompt written notice of any such claims of
                  infringement or misappropriation and of all such suits and,
                  except as otherwise indicated herein, when Manufacturer is
                  obligated to indemnify CUSTOMER hereunder, full opportunity
                  and authority to assume the defense thereof, including
                  appeals, and to settle such suits, and shall furnish upon
                  Manufacturer's request and at Manufacturer's expense all
                  disclosed information and reasonable assistance available to
                  CUSTOMER.

         (c)      THE FOREGOING STATES THE ENTIRE LIABILITY OF MANUFACTURER WITH
                  RESPECT TO INFRINGEMENT OF PATENTS, TRADEMARKS OR COPYRIGHTS
                  BY ANY PRODUCT DELIVERED UNDER THIS AGREEMENT.

3.       INDEMNIFICATION AND INSURANCE

         (a)      Manufacturer shall indemnify, defend, and hold harmless
                  CUSTOMER and its affiliates, officers, agents, and employees,
                  from all claims, suits, actions, demands, damages,
                  liabilities, expenses (including fees and disbursements of
                  counsel), judgments, settlements and penalties of every kind
                  based on (i) personal injury, death, or property damage to the
                  extent any of the foregoing is proximately caused by either
                  any defective PRODUCT provided by Manufacturer, its officers,
                  employees, subcontractors or agents, or by the negligent or
                  willful acts or omissions of Manufacturer, its officers,
                  employees subcontractors or agents, or (ii) strict liability
                  in tort or products liability of any other kind in connection
                  with and PRODUCT provided by Manufacturer, its officers,
                  employees, subcontractors or agents or the use, resale or
                  distribution of any such PRODUCT by CUSTOMER; or (iii) for
                  indemnification for claims of third parties, arising under
                  Section 2, MANUFACTURER'S INFRINGEMENT. The foregoing
                  indemnity, to the extent permitted by law, shall apply in the
                  case of all claims that arise form the negligence, misconduct
                  or other fault of CUSTOMER, provided, however, that if a claim
                  is the result of the sole negligence, misconduct or fault of
                  CUSTOMER or its




                                    H-2, J-3                        CONFIDENTIAL

<PAGE>   143



                  AFFILIATES(s) Manufacturer shall have no obligations of
                  indemnification hereunder. If a claim is the result of the
                  joint negligence, joint misconduct or joint fault of
                  Manufacturer and CUSTOMER, the amount of such claim for which
                  CUSTOMER is entitled to indemnification shall be limited to
                  that portion of such claim that is attributable to the
                  negligence, misconduct or other fault of Manufacturer. The
                  obligations of this provision are in addition to
                  Manufacturer's obligation to provide insurance and shall not
                  be limited by any limitation on the amount or type of damages,
                  compensation or benefits payable by Manufacturer under
                  Worker's Compensation Acts, Longshoremen and Harborworker's
                  Act, Disability Benefits Act or any other employee benefit
                  act.

         (b)      LIMITATION OF LIABILITY. Notwithstanding any other provision
                  of this Agreement, Manufacturer's entire liability for
                  monetary damages under this Agreement shall be as follows:

                  (1)   For real or tangible property damage or personal injury
                        or death proximately caused by defective PRODUCT
                        provided by Manufacturer or the negligent or willful
                        acts of omissions of Manufacturer, the amount of the
                        direct damages up to an unlimited amount; and

                  (2)   For any payments made by CUSTOMER to CUSTOMER's customer
                        pursuant to an agreement between CUSTOMER and CUSTOMER's
                        customer whereby CUSTOMER agrees to indemnify its
                        customer for such customer's claims for lost revenues
                        which payments are owed as a result of Manufacturer's
                        defective PRODUCT or the negligent or willful acts or
                        omissions of Manufacturer or its employees or agents;
                        and

                  (3)   For all other loss or damage incurred by CUSTOMER
                        because of loss of revenue claims of third parties
                        awarded by a court of competent jurisdiction or
                        resulting from a settlement of such a claim filed in a
                        court of competent jurisdiction or resulting from a
                        settlement of such a claim asserted outside of court
                        (with all such settlements subject to the prior approval
                        of Manufacturer and CUSTOMER) and asserted against
                        CUSTOMER by any third party for CUSTOMER's failure to
                        provide services to such party as a result of
                        Manufacturer's defective PRODUCT or the negligent or
                        willful acts or omissions of Manufacturer or its
                        employees or agents;

                  (4)   The total liability of Manufacturer to CUSTOMER pursuant
                        to Sections (b)(2) and (b)(3) shall be limited to a
                        maxim per occurrence of three percent (3%) of actual
                        revenues earned by Manufacturer for PRODUCT purchased by
                        CUSTOMER during the recent twelve (12) month period or
                        one million two hundred fifty dollars ($1,250,000),
                        which ever amount is greater.

                  (5)   The total liability of Manufacturer to CUSTOMER for
                        indemnification for claims of third parties' lost
                        revenues arising under Section 2, MANUFACTURER'S
                        INFRINGEMENT, shall be limited to a maxim per occurrence
                        of five percent (5%) of actual revenues earned by
                        Manufacturer for PRODUCT purchased by CUSTOMER during
                        the recent twelve (12) month period or two million five
                        hundred thousand dollars ($2,500,000), which ever amount
                        is greater. Manufacturer's liability for CUSTOMER's




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<PAGE>   144



                        direct damages, as defined in Section 2, MANUFACTURER'S
                        INFRINGEMENT, shall be unlimited.

                        EXCEPT AS SET FORTH ABOVE, NEITHER PARTY SHALL BE LIABLE
                        FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL
                        DAMAGES OF ANY. KIND OR NATURE.

                  (6)   CUSTOMER shall promptly notify Manufacturer in writing
                        of any suits, claims or demands covered by this
                        indemnity. Promptly after receipt of such notice,
                        Manufacturer shall assume the defense of such claim with
                        counsel reasonably satisfactory to CUSTOMER. If
                        Manufacturer fails, within reasonable time after receipt
                        of such notice, to assume the defense with counsel
                        reasonably satisfactory to CUSTOMER. CUSTOMER shall have
                        the right to undertake the defense, compromise and
                        settlement of such claim for the account and at the
                        expense of Manufacturer. Notwithstanding the above, if
                        CUSTOMER in its sole discretion so elects, CUSTOMER may
                        also participate in the defense of such actions by
                        employing separate counsel at its expense, without
                        waiving Manufacturer's obligation to indemnify or
                        defend; provided that such participation shall not
                        adversely affect Manufacturer's ability to defend or
                        settle the claim. Manufacturer shall not settle or
                        compromise any claim or consent to the entry of any
                        judgment without the prior written consent of CUSTOMER,
                        if such claim or judgment is based upon the joint fault,
                        negligence or misconduct of Manufacturer and CUSTOMER,
                        and without an unconditional release of all liability by
                        each claimant or plaintiff to CUSTOMER with respect to
                        claims for which Manufacturer is obligated to indemnify
                        CUSTOMER.

                  (7)   Manufacturer agrees to maintain during the term of this
                        Agreement all insurance or bonds required by law or this
                        Agreement, including, but not limited to (i) Worker's
                        Compensation and related insurance as prescribed by the
                        law of the state in which Manufacturer's services are
                        performed or PRODUCT are delivered; (ii) employer's
                        liability insurance with limits of at least one million
                        dollars ($1,000,000) for each occurrence, and (iii)
                        comprehensive general liability insurance including
                        products liability, and if the use of motor vehicles is
                        required, comprehensive motor vehicle liability
                        insurance, each with limits of at least two million
                        dollars ($2,000,000) for combined single limit for
                        bodily injury, including death, and/or property damage.
                        Manufacturer shall cause CUSTOMER to be included as an
                        additional insured under said policies (as "GTE
                        Corporation and its affiliates and subsidiaries") and
                        CUSTOMER's coverage under such policies shall be
                        primary. Manufacturer shall waive its rights of
                        subrogation against CUSTOMER for Workers' Compensation
                        claims. Manufacturer shall, prior to rendering such
                        services, furnish certificates or evidence of the
                        foregoing insurance indicating the amount and nature of
                        such coverage, the expiration date of each policy, and
                        stating that no material change or cancellation of any
                        such policy shall be effective unless thirty (30) days'
                        prior written notice is given to CUSTOMER.





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<PAGE>   145




                                   EXHIBIT H-2

                                  ATTACHMENT J

                                   SCHEDULE 1

                          SOFTWARE SUBLICENSE AGREEMENT



                                                                    CONFIDENTIAL

<PAGE>   146





                                   EXHIBIT H-2

                                  ATTACHMENT J

                                   SCHEDULE 1

                          SOFTWARE SUBLICENSE AGREEMENT


SOFTWARE SUBLICENSE AGREEMENT

This Software Sublicense Agreement (the "Agreement") is made this       day of
                         , 1996, by and between
                                          ("Licensee") and
                                                          ("Sublicensee"), a
                                      corporation, with offices at
                                                               .

The software defined below is sublicensed in accordance with this Agreement and
in accordance with the terms of Agreement No.       , as amended thereto, by and
between Licensee and Fujitsu Network Communications, Inc. ("Licensor").


1.       GRANT OF LICENSE.

         The Software PRODUCT is the specified version of Licensor's FLEXR(R)
         and/or FLEXR(R) PLUS (the "Software"). The Software is sublicensed
         subject to the terms and conditions of this Agreement. The Software
         includes all copies of the software program and its related supporting
         materials. Licensee grants Sublicensee a personal, nontransferable and
         non-exclusive sublicense to use the Software on a single computer
         accessing the basic number of Network Elements of either Licensee or
         Sublicensee. Sublicensee may not: (i) distribute, sublicense or copy
         any portion of the Software; (ii) modify or prepare derivative works
         from the Software; (iii) publicly display visual output of the
         Software; (iv) transmit the Software electronically by any means (v)
         use the Software in a multiple computer or multiple user arrangement
         other than the single-processing or multiprocessing microcomputing unit
         accessing the basic number of Network Elements of either Licensee or
         Sublicensee. Sublicensee may copy the Software into any
         machine-readable form for backup or archival purposes in support of
         Sublicensee's use on a single machine. Any portion of the Software
         merged into another program will continue to be subject to the terms
         and conditions of this Agreement. Sublicensee agrees that the Software
         belongs to Licensor, and Sublicensee agrees to keep confidential and
         use Sublicensee's best efforts to prevent and protect the contents of
         the Software from unauthorized disclosure.

         FLEXR(R) is a registered trademark of Fujitsu Network Communications,
         Inc.




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2.       TERMINATION

         The license terminates if Sublicensee fails to comply with any term or
         condition of this Agreement; Sublicensee agrees upon such termination
         to return the Software together with all copies, modifications, and
         merged portions in any form to Licensee.

3.       CONFIDENTIALITY

         Sublicensee shall maintain the Software in strict confidence and shall
         keep on all copies the same copyright notice as contained on the
         original. All copies of the Software or any part thereof shall be the
         property of Licensor. Sublicensee agrees that neither Sublicensee, its
         agents nor its employees shall in any manner use, make available, make
         known, divulge or communicate any information with respect to the
         Software which might enable copying all or any portion of the Software
         or the development of similar computer program or system. Sublicensee
         agrees to take all appropriate action to protect the confidential and
         proprietary information included in the Software, including appropriate
         instruction and agreement with its employees.

4.       OTHER RESTRICTIONS.

         Sublicensee may not revise, reverse engineer, decompile or disassemble
         the Software in whole or in part or permit any third party to do or
         attempt the same.

*Confidential treatment will be requested.











6.       REMEDY.

         Licensor and/or Licensee's entire liability and Sublicensee's exclusive
         remedy shall be, at Licensee's option, either (a) return of the price
         paid, or (b) repair or replacement of the Software that does not meet
         [*Confidential treatment will be requested.] and that is returned to
         Licensee. This [*Confidential treatment requested] is void if failure
         of the Software has resulted from accident, abuse or misapplication.





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<PAGE>   148

7.   [*Confidential treatment requested].




8.   NO LIABILITY FOR CONSEQUENTIAL DAMAGES.


     IN NO EVENT SHALL LICENSOR AND/OR LICENSEE BE LIABLE FOR ANY DAMAGES
     WHATSOEVER (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL OR SPECIAL DAMAGES
     OF ANY KIND OR NATURE, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS
     INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR LOSS OF DATA OR ANY OTHER
     LOSS ARISING OUT OF THE USE OR INABILITY TO USE THIS SOFTWARE PRODUCT, EVEN
     IF LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


9.   ENTIRE AGREEMENT

     Each party acknowledges that it has read and understood this Agreement and
     agrees to be bound by its terms, and that the Agreement, the contracts and
     its amendments is the complete and exclusive agreement of the parties and
     supersedes all other communications, oral or written, between the parties
     relating to the Agreement's subject matter. Any change to this Agreement
     shall not be valid unless it is in writing signed by both parties.


         AGREED TO:

         LICENSEE                                                SUBLICENSEE

         By:                                                     By:

         Printed Name:                                           Printed Name:

         Title:                                                  Title:

         Date:                                                   Date:


                                      H-2, J-3                      CONFIDENTIAL








                                    EXHIBIT I

                               CENTURY COMPLIANCE





                                    H-2, J-4                        CONFIDENTIAL

<PAGE>   149





                                    EXHIBIT I

                               CENTURY COMPLIANCE

1.       CENTURY COMPLIANCE

         (a)      When used in this Exhibit with initial capital letters, the
                  following terms have the respective meanings given below.

                  (1)   "Procured System" means the computer software, computer
                        firmware, computer hardware (whether general or special
                        purpose), documentation, data, and other similar or
                        related items of the automated, computerized, and/or
                        software system(s) that are provided by or through
                        SELLER pursuant to this Agreement, or any component part
                        thereof, and any services provided by or through SELLER
                        in connection therewith.

                  (2)   "Calendar-Related" refers to date values based on the
                        Gregorian calendar, as defined in Encyclopedia
                        Britannica, 15th edition, 1982, page 602, and to all
                        uses in any manner of those date values, including
                        without limitation manipulations, calculations,
                        conversions, comparisons, and presentations.

                  (3)   "Date Data" means any Calendar-Related data in the
                        inclusive range January 1, 1900, through December 31,
                        2050, which the Procured System uses in any manner.

                  (4)   "System Date" means any Calendar-Related data value in
                        the inclusive range January 1, 1985, through December
                        31, 2035 (including the natural transition between such
                        values), which the Procured System shall be able to use
                        as its current date while operating.

                  (5)   "Century Compliant" means that the Procured System
                        satisfies the requirements set forth in Sections 1.(b),
                        1.(c), and 1.(d) below.

                  (6)   "Century Noncompliance" means any failure of the
                        Procured System to be Century. Compliant.

         (b)      SELLER represents that, in connection with Calendar-Related
                  data and Calendar-Related processing of Date Data or of any
                  System Date, the Procured System will not malfunction, will
                  not cease to function, will not generate incorrect data, and
                  will not produce incorrect results.

         (c)      SELLER further represents that, in connection with providing
                  Calendar-Related data to and accepting Calendar-Related data
                  from other automated, computerized, and/or software systems
                  and users via user interfaces, electronic interfaces, and data
                  storage, the Procured System represents dates without
                  ambiguity as to century.






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         (d)      SELLER further represents that SELLER has verified through
                  testing that the Procured System is Century Compliant and that
                  testing included, without limitation, each of the following
                  specific dates and the transition to and from each such date:
                  December 31, 1998; January 1, 1999; September 9, 1999;
                  September 10, 1999; December 31, 1999; January 1, 2000;
                  February 28, 2000; February 29, 2000; March 1, 2000; December
                  31, 2000; January 1, 2001; December 31, 2004; and January 1,
                  2005.

         (e)      These representations survive the expiration or earlier
                  termination of this Agreement.

2.       INTERFACING

         If the Procured System is a Commercial-Off-The-Shelf (COTS) product, it
         shall have the present capability, which can be readily utilized by
         CUSTOMER, of providing Calendar-Related data to and accepting
         Calendar-Related data from other automated, computerized, and/or
         software systems and users in a four-digit CCYY format, where CC are
         the two digits expressing the century and YY are the two digits
         expressing the year with that century (e.g., 1996, 2003 and 2027).

3.       CENTURY NONCOMPLIANCE REMEDY

         In the event the Procured System is Century Noncompliant in any
         respect, SELLER shall, at no cost to CUSTOMER, promptly correct the
         Century Noncompliance and provide the corrected Century Compliant
         Procured System to CUSTOMER within ninety (90) days after receipt of a
         written request from CUSTOMER, unless otherwise agreed by CUSTOMER in
         writing.

4.       NONCOMPLIANCE NOTICE

         In the event SELLER becomes aware of (i) a possible or an actual
         Century Noncompliance in the Procured System or (ii) any international,
         governmental, industrial, or other standard (proposed or adopted)
         regarding Calendar-Related data and/or processing, or it begins any
         significant effort to conform the Procured System to any such standard,
         SELLER shall promptly inform CUSTOMER of all relevant information (and
         timely provide CUSTOMER updates to such information) with respect to
         SELLER's knowledge. SELLER shall respond promptly and fully to
         inquiries by GTE (and timely provide updates to any responses provided
         to GTE) with respect to (i) any possible Century Noncompliance in the
         Procured System or to (ii) any international, governmental, industrial,
         or other standards. In the foregoing, the use of "timely" means
         promptly after the relevant information becomes known to or is
         developed by or for SELLER.




                                      I-2                           CONFIDENTIAL