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                                                                   EXHIBIT 10.14

                                                                        ORIGINAL

                         GENERAL PURCHASING AGREEMENT

                      BETWEEN SOUTHWESTCO WIRELESS, L.P.

                                      AND

                      Metawave Communications Corporation


                          Contract No. 880-9810-1020





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                               TABLE OF CONTENTS

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SECTION    TITLE                                                            PAGE
-------    -----                                                            ----
<C>        <S>                                                              <C>

ARTICLE I...................................................................  5
TERMS AND CONDITIONS APPLICABLE TO..........................................  5
     1.   DEFINITIONS.......................................................  5
     2.   TERM OF AGREEMENT.................................................  6
     3.   ORDERS............................................................  6
     4.   TERMINATION OF ORDERS.............................................  7
     5.   PRICING AND DELIVERY..............................................  7
     6.   INVOICES AND PAYMENT..............................................  7
     7.   PRICE PROTECTION..................................................  8
     8.   MOST FAVORED CUSTOMER.............................................  9
     9.   AUDIT.............................................................  9
    10.   TERMINATION.......................................................  9
    11.   TRAINING.......................................................... 10
    12.   MANUALS AND DOCUMENTATION......................................... 10
    13.   WARRANTIES........................................................ 11
    14.   BENCHMARK TESTING, PRODUCT AND SOFTWARE TRIAL..................... 12
    15.   FORCE MAJEURE..................................................... 13
    16.   TAXES............................................................. 13
    17.   NOTICE............................................................ 14
    18.   INDEPENDENT CONTRACTORS........................................... 14
    19.   INDEMNIFICATION................................................... 14
    20.   INFRINGEMENT...................................................... 15
    21.   USE AND PROTECTION OF INFORMATION................................. 16
    22.   SUPPLIER'S INFORMATION............................................ 17
    23.   AVAILABILITY...................................................... 17
    24.   LICENSES.......................................................... 17
    25.   ASSIGNMENT........................................................ 17
    26.   SUBCONTRACTING.................................................... 18
    27.   PUBLICITY AND ADVERTISING......................................... 18
    28.   CHOICE OF LAW..................................................... 18
    29.   WAIVER AND ESTOPPEL............................................... 18
    30.   SEVERABILITY...................................................... 18
    31.   HEADINGS.......................................................... 19
    32.   INSURANCE......................................................... 19
    33.   RELEASES VOID..................................................... 20
    34.   OCCUPATIONAL SAFETY AND HEALTH ACT (OSHA)......................... 20
    35.   NON-DISCRIMINATION COMPLIANCE..................................... 20
    36.   SUCCESSORS AND ASSIGNS............................................ 20
    37.   SWCO'S PROPERTY................................................... 20
    38.   LAWS, RULES AND REGULATIONS....................................... 20
    39.   ATTORNEYS' FEES AND COSTS......................................... 21
    40.   COUNTERPARTS...................................................... 21
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                               TABLE OF CONTENTS


ARTICLE II.................................................................. 22
TERMS AND CONDITIONS APPLICABLE TO.......................................... 22
     1.   SCOPE............................................................. 22
     2.   FORM OF ORDER..................................................... 22
     3.   SITE PREPARATION.................................................. 22
     4.   TRANSPORTATION.................................................... 23
     5.   TITLE AND RISK OF LOSS............................................ 23
     6.   INSTALLATION AND COMMISSIONING.................................... 23
     7.   SELF INSTALLATION................................................. 24
     8.   INSTALLATION, ASSISTANCE AND TECHNICAL SUPPORT.................... 24
     9.   STANDARD OF PERFORMANCE FOR ACCEPTANCE............................ 25
    10.   CABLES AND RELATED ITEMS.......................................... 25
    11.   ENGINEERING CHANGES............................................... 25
    12.   TRADE-IN.......................................................... 25
    13.   RELOCATION OF EQUIPMENT........................................... 25
    14.   SUPPLIES AND/OR REPLACEMENT PARTS................................. 26
    15.   CONVERSION OF FINANCIAL ARRANGEMENT............................... 26
    16.   TRANSFER OF TITLE TO A THIRD PARTY................................ 26
    17.   NEW EQUIPMENT..................................................... 26
    18.   REMOVAL OF EQUIPMENT.............................................. 26
ARTICLE III................................................................. 28
TERMS AND CONDITIONS APPLICABLE TO THE SUPPLIER'S HARDWARE.................. 28
     1.   SCOPE............................................................. 28
     2.   FORM OF ORDER..................................................... 28
     3.   AVAILABILITY OF MAINTENANCE AND SPARE PARTS....................... 29
     4.   SUPPLIER RESPONSIBILITIES FOR TYPE 1 EMERGENCY.................... 30
     5.   SUPPLIER RESPONSIBILITIES FOR TYPE 2 EMERGENCY.................... 30
     6.   SWCO's RESPONSIBILITIES........................................... 30
     7.   ON-SITE MAINTENANCE............................................... 31
     8.   NOTIFICATION AND RESPONSE......................................... 31
     9.   MAINTENANCE TERM AND MAINTENANCE CHARGES.......................... 31
    10.   ENGINEERING COMPLAINTS............................................ 32
    11.   ENGINEERING CHANGES............................................... 32
    12.   EQUIPMENT NON-PERFORMANCE CREDIT.................................. 33
    13.   REMEDIES FOR EQUIPMENT FOR FAILURE TO MEET OPERATIONAL LEVEL...... 33
    14.   WARRANTY.......................................................... 33
    15.   ESCALATION GUIDELINES............................................. 33
    16.   PROCEDURES FOR SUPPLIER'S HMP..................................... 34
ARTICLE IV.................................................................. 37
TERMS AND CONDITIONS APPLICABLE TO.......................................... 37
     1.   SCOPE............................................................. 37
     2.   DEFINITIONS....................................................... 37
     3.   FORM OF ORDER..................................................... 37
     4.   LICENSE........................................................... 38
     5.   LICENSE TERM...................................................... 39
     6.   LICENSE FEE....................................................... 39
     7.   SOFTWARE DELIVERY................................................. 39
     8.   RISK OF LOSS...................................................... 40
     9.   INSTALLATION...................................................... 40
    10.   STANDARD OF PERFORMANCE FOR ACCEPTANCE............................ 40
    11.   NEW RELEASES...................................................... 40



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   <C>   <S>                                                                 <C>
    12.  SOFTWARE MAINTENANCE............................................... 41
    13.  SOFTWARE MAINTENANCE CHARGE........................................ 42
    14.  TERMINATION OF MAINTENANCE......................................... 43
    15.  OBJECT CODE AND TECHNICAL DOCUMENTATION............................ 43
    16.  RELOCATION OF SOFTWARE............................................. 43
    17.  ENHANCEMENT OF SERVICES............................................ 43
    18.  SOFTWARE EVALUATION................................................ 43
    19.  SOFTWARE VIRUS PROTECTION.......................................... 44
ARTICLE V................................................................... 45
TERMS AND CONDITIONS APPLICABLE TO THE PERFORMANCE ACCEPTANCE............... 45
     1.   INTRODUCTION...................................................... 45
     2.   PRODUCT CONFIGURATION PLANNING PHASE.............................. 45
     3.   MEASUREMENT PROCESS............................................... 45
     4.   BASELINE PERFORMANCE COLLECTION PHASE............................. 45
     5.   INSTALLATION AND COMMISSIONING PHASE.............................. 45
     6.   PRODUCT OPTIMIZATION PHASE........................................ 45
     7.   PERFORMANCE COLLECTION, EVALUATION AND
          ACCEPTANCE PHASE.................................................. 45
     8.   RESPONSIBILITIES.................................................. 45
ARTICLE VI.................................................................. 46
ENTIRE AGREEMENT............................................................ 46
     1.   ENTIRE AGREEMENT ENTIRE AGREEMENT................................. 46
     2.   SIGNATURES........................................................ 46
SCHEDULE A.................................................................. 47
PRODUCTS AND RELATED SERVICES............................................... 47
     1.   PRICING SUMMARY................................................... 47
     2.   EQUIPMENT DISCOUNTS............................................... 47
     3.   EQUIPMENT PRICING................................................. 47
     4.   MAINTENANCE FEES.................................................. 47
     5.   GENERAL CONDITIONS FOR ORDER...................................... 48
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                                   ARTICLE I

                      TERMS AND CONDITIONS APPLICABLE TO
                             THE ENTIRE AGREEMENT

     THIS GENERAL PURCHASE AGREEMENT is between SOUTHWESTCO WIRELESS, L.P., a
Delaware Limited Partnership, doing business as Cellular One, (hereinafter
called "SWCO") having an office and place of business at 11333 N. Scottsdale
Rd., Suite 200, Scottsdale, Arizona 85254 and Metawave Communications
Corporation, a Delaware Corporation, having its principal office and place of
business at 10735 Willows Road NE, Redmond, Washington 98073 (hereinafter called
"Supplier").

     WHEREAS, SWCO may place Orders for the purchase of Product, Software and/or
Related Services from Supplier for use in the United States; and

     WHEREAS, SWCO and Supplier each desire that the terms and conditions
controlling all such purchases be consistent, uniform, and agreed to by both
parties in advance of the -placement of any such Orders; and

     WHEREAS, this Agreement is intended to establish consistent and uniform
terms and conditions for all purchases that SWCO may make from Supplier;

     NOW, THEREFORE, in consideration of the mutual promises, covenants, and
conditions herein contained, SWCO and Supplier agree as follows:

1.   DEFINITIONS

     1.1  "Agreement" refers to this General Purchase Agreement.

     1.2  "Commissioning" refers to the procedures described in Supplier's
Product system manual to place the Equipment into commercial service at a
particular site which is documented by SWCO's signature on the Commissioning
Certificate attached hereto as Exhibit

     1.3  "Equipment" refers to goods, including software necessary for the
operation of the equipment, available from Supplier hereunder.

     1.4  "Initial Order" refers to the first Order for Equipment and associated
Services purchased by SWCO as defined in Schedule A.

     1.5  "Order" refers to a written order from SWCO for the purchase, lease or
license from Supplier of a Product and/or Related Services.

     1.6  "Outstanding Order" refers to an Order for which title/lease/license
to the Product and/or license to Software described therein has not passed to
SWCO or for which any Related Services described therein have not been accepted.

     1.7  "Party" refers to either SWCO or Supplier, as the context requires;
both SWCO and Supplier may be collectively referred to as the "Parties."

     1.8  "Product" refers to the Equipment and Software described on Schedule A
hereto.

     1.9  "Related Services" means those services such as installation,
technical support, Software development, maintenance, and training, which
Supplier will provide to SWCO




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hereunder. Those Related Services which will be provided by Supplier, and the
charges therefore, if any, are set forth on Schedule A.

     1.10  "Software" refers to software purchased by or provided to SWCO
including (i) computer programs embedded in the Equipment or Product which
control and monitor the operation of the Equipment ("Embedded System Software"),
as described in Schedule A; and (ii) the LampLighter(TM) PC-based graphical user
interface computer program for the Equipment, and all Features, Major Releases,
Point Releases, Software Patches (as defined in Article IV), and other updates
and modifications to such Software and any documentation in support thereof.

     1.11  "Subcontractor" means any person who or entity which enters into a
contract with Supplier but with whom SWCO has no contractual relationship, and
all employees, agents and representatives of that person or entity.

2.   TERM OF AGREEMENT

     This Agreement shall be effective on 2/24, 1999 (the "Effective Date").
Unless terminated in accordance with Section 10 of this Article (Termination),
this Agreement shall continue in effect for one (1) year from the Effective Date
(the "Term") and will be automatically renewed for subsequent one-year terms at
each annual anniversary of the "Effective Date" (a "Renewal Term").

3.   ORDERS

     3.1  All Orders made by SWCO from Supplier shall be in the form of a SWCO
purchase order document that contains the items in the Section " Form of Order"
located in each Article of this Agreement. Each Order shall reference and be
deemed to incorporate the specifications applicable to the Product or Related
Services being ordered and any special terms, in addition to those set forth in
this Agreement made in writing by Supplier in SWCO and accepted by SWCO.

     3.2  If notice of rejection of an Order is not received by SWCO within
[***] from the date of the Order, such Order shall be deemed to have been
accepted by Supplier.

     3.3  Whenever the provisions of an Order conflict with the provisions of
this Agreement, the provisions of the Order which are not preprinted as part of
a form shall control. Printed provisions on the reverse side of SWCO's Orders
and all provisions on Supplier's forms whether in Supplier's notice of
acceptance, catalogue, invoice, confirmation, or otherwise, shall be deemed
deleted and of no force or effect. An Order may be modified only by a written
instrument signed by SWCO and Supplier.

     3.4  It is expressly understood and agreed that this Agreement is intended
solely to establish uniform and consistent terms and conditions for any Orders
SWCO may choose to place with Supplier, that SWCO is not obligated to place any
Orders with Supplier, except for the Initial Order, that this Agreement does not
grant Supplier an exclusive privilege to sell to SWCO any or all Products,
Software and/or Related Services which SWCO may require by contract with other
manufacturers and suppliers for the procurement of comparable products, software
and/or services.




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     3.5  SWCO assumes no liability for Product produced, processed or shipped
in excess of the amount specified in the Order placed with Supplier.

     3.6  If following the completion of the site survey, Supplier reasonably
determines that Equipment configuration or the Related Services set forth in the
Order must be changed, Supplier shall notify SWCO with a written proposal for
changes to the purchase Order. Upon receipt, SWCO shall have [***] business days
to accept or reject the written proposal for changes. If accepted, SWCO shall
execute a written change Order to reflect the required changes identified by the
site survey. If SWCO rejects the written proposal for changes, SWCO may
terminate the purchase Order subject to Section 4 of Article I.

4.   TERMINATION OF ORDERS

     SWCO, prior to delivery, may terminate any Order, or portion thereof,
except for the Initial Order. In the event SWCO terminates an Order or portion
thereof, the following table will determine termination charges for undelivered
Product. No termination charge shall apply to Software not delivered or Related
Services not performed.

Time of Cancellation Prior to             Maximum Termination Charge
Requested Delivery Date                   (% of Price)

[***]


     Before Supplier applies these cancellation charges it will take into
consideration Supplier's ability to recommit such Product toward the fulfillment
of order(s) from other customers; and Supplier agrees to use every reasonable
effort to recommit such equipment.

5.   PRICING AND DELIVERY

     5.1  Upon placement by SWCO of an Order, Supplier agrees to sell to SWCO
those Products and/or Software specified on the Order for the applicable price
set forth on Schedule A. The price in Schedule A is exclusive of such taxes as
may be applicable pursuant to Section 16 of Article 1 (Taxes).

     5.2  Supplier shall arrange for the delivery, and, if applicable,
installation of the Product or Provision of the Related Services on the date(s)
specified in the Order. Time is of the essence as to all dates for provision,
delivery and installation, unless mutually agreed to by both Parties.

6.   INVOICES AND PAYMENT

     6.1  For the Initial Order only, Supplier shall render invoices following
the date of acceptance of the Equipment, Software or Related Service as
indicated by SWCO's execution of the Certificate of Acceptance attached as a
part of Article V. Such invoices shall be sent to the billing address noted on
the Order and shall contain a detailed list of charges which shall include,
where applicable, type, description, and serial number of Equipment, Software,
description of Related Services, basic charge for the Equipment, Software, or
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applicable charges. Any taxes, transportation costs or other associated costs
billable hereunder are to be stated separately. Applicable sales/use taxes shall
be paid to the state in which taxable items are delivered, based on final
destination as noted in the Order for each item. If Order requires shipment to
multiple states, than each item invoiced must indicate final shipping
destination. Supplier shall attach to the invoices a copy of bills of lading and
shipping notice showing through routing and weight. Each invoice shall be paid
within thirty (30) days of receipt unless it is disputed by SWCO.

     For all other Orders, Suppler shall render invoices as follows: for
Equipment to be installed by Supplier [***] for Equipment to be installed by
SWCO [***] on shipment; and for Related Services, [***] on completion unless
otherwise agreed to by both Parties.

     6.2  The following detailed information is required on each invoice in
order to assure prompt remittance:

          (1)  SWCO's Order number.

          (2)  Supplier's invoice number.

          (3)  Quantity and price of each item shipped.

          (4)  Applicable sales/use tax:

               i)    the value of the taxable Product/Related Service by
                     individual taxing jurisdiction;

               ii)   the sales/use tax for each such Product/Related Service by
                     individual taxing jurisdiction;

               iii)  the value of nontaxable Product/Related Services; and

               iv)   Supplier's sales/use tax registration number for each
                     applicable taxing jurisdiction.

          (5)  Other charges (if applicable).

          (6)  Final total cost.

          (7)  Contract number.

     6.3  Charges payable by SWCO will apply and shall be calculated from the
date of acceptance for Equipment or Software and the commencement date for a
Service. For any period of less than a calendar month, the charges shall be
prorated on the basis of a thirty (30) day month.

7.   PRICE PROTECTION

     Supplier shall not increase the prices for any Equipment, Software and/or
Related Services set forth on Schedule A during the Term. During a Renewal Term,
if any, Supplier may increase the price of Product, Software and/or Related
Service not more than [***]






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in any annual Renewal Term effective upon sixty (60) days prior written notice
and such increased price shall apply only to Orders placed after the effective
date of such price increase.

8.   Most Favored Customer

     8.1  For the Term and each Renewal Term of this Agreement, Supplier shall
[***] as [***].  Supplier represents that all of the [***] by Supplier hereunder
are [***].  If during the Term or any Renewal Term of this Agreement Supplier
[***], then:

          (1)  Supplier shall, within thirty (30) calendar days after the
               effective date of such [***];

          (2)  This Agreement and all applicable Orders shall [***]; and

          (3)  [***].

[***]

     8.2  If during the Term of this Agreement, or during any Renewal Term of
this Agreement, Supplier [***]

9.   AUDIT

     Supplier shall prepare and maintain complete, legible, and accurate records
relating to this Agreement during the Term and maintain such for two (2) years
from the date of termination. SWCO shall have the right, through its designated
representatives, to examine and audit, at all reasonable times, all such records
and such other records and accounts as may, under recognized accounting
practices, contain information bearing upon this Agreement.

10.  TERMINATION

     This Agreement may be terminated b written notice only, as follows:

     (a)  By either Party, [***] with such termination being effective as of the
end of the Term or Renewal Term. SWCO shall have the right to place Purchase
Orders up until the effective date of the termination, and termination of this
Agreement pursuant to this subsection (a) shall not affect any Outstanding
Purchase Order as of the effective date of the termination.





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     (b)  By either Party, in the Event of Default or breach of this Agreement
and/or Order by Supplier, when the breach or Default has not been cured after
thirty (30) day written notice by the non-breaching Party. Any of the following
shall be considered an "Event of Default":

          i)    Either Party is judged bankrupt or insolvent; or

          ii)   Either Party makes a general assignment for the benefit of its
                creditors; or

          iii)  A trustee or receiver is appointed for either Party or for any
                of its property; or

          iv)   Any petition by or on behalf of either Party is filed to take
                advantage of any debtor's act or to reorganize under the
                bankruptcy or similar laws; or

          v)    Either Party disregards laws, ordinances, rules, regulations or
                orders of any public authority.

     In the event of termination pursuant to this subsection (b), SWCO shall
have the right, at its option, to confirm in whole or in part any Outstanding
Order, in which case Supplier shall be obligated to fulfill the Order to the
extent it is confirmed, or to cancel, in whole or in part, any outstanding Order
without any liability to SWCO. The foregoing right is in addition to, and not in
limitation of, any other remedy SWCO may have at law or equity.

11.  TRAINING

     11.1  Supplier shall, at Supplier's published rates, provide sufficient
training, training materials and technical support to SWCO to enable SWCO to
properly and effectively use the Product. Such training shall be conducted at a
site selected by SWCO, or at Supplier's offices located in Redmond, Washington,
and on dates that are mutually agreed to.

     11.2  Supplier shall provide a training class on site in each SWCO MSA
where Equipment is installed. Additionally, Supplier shall provide a Refresher
course annually at a site selected by SWCO. The content of each course shall
include, but not be limited to site preparation, installation, remedial
maintenance, failure recovery/backup, failure repair techniques, test equipment,
diagnostic software use, and full documentation requirements, and may be changed
by Supplier when, in its judgment, such change is warranted. Supplier shall
provide sufficient personnel to conduct said course and shall furnish, at no
additional cost, instructional aids appropriate for each course, including
books, pamphlets and diagrams.

     11.3  SWCO may reproduce any training materials originated by Supplier for
the purpose of training SWCO personnel. Any such reproductions shall include any
copyright 6r similar proprietary notices contained in the items being
reproduced.

12.  MANUALS AND DOCUMENTATION

     12.1  Supplier shall provide, on or before the installation date for
Product and at no additional charge, an updated CD Rom covering the
installation, maintenance and operation of the Equipment and Software for every
Spotlight ordered. Supplier shall provide all future updates of such CD Rom at
Supplier's then published rates.

     12.2  SWCO may reproduce any manuals for the purpose of installing,
maintaining and operating the Equipment and Software. Any such reproductions
shall include copyright or






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similar proprietary notices contained in the items being reproduced. SWCO may
purchase additional sets of manuals at Supplier's published rates.

13.  WARRANTIES

     13.1  Supplier warrants to SWCO that the Equipment and Software furnished
will be free from defects in design (except to the extent designed by SWCO),
material and workmanship and will conform to and perform in accordance with the
specifications and documentation. Supplier also warrants to SWCO that Services
will be performed in a fully workmanlike manner to SWCO's reasonable
satisfaction. In addition, if Equipment or Software furnished contains one or
more manufacturers' warranties, Supplier hereby assigns such warranties to SWCO.
All warranties shall survive inspection, acceptance and payment. Equipment or
Software not meeting the warranties will, at SWCO's option, be repaired,
adjusted or replaced by Supplier at no cost to SWCO.

     13.2  Except as otherwise stated herein, the warranty period for purchased
Equipment, Software or Related Services will be in effect for [***] after the
date of acceptance of such Equipment, Software or Related Services; provided;
however, that such warranty period for Equipment or Software shall be extended
by a period equal to the time during which such Equipment or Software is not
operational as a result of such Equipment or Software not meeting its
warranties. The warranty period for replacement Product shall be the remaining
warranty period of the replaced Product or ninety (90) days, whichever is the
greater.

     13.3  If any breach of warranty occurs with respect to Equipment or
Software and if such breach has not been corrected within a reasonable time (not
to exceed thirty (30) days from SWCO notice to Supplier of the breach), SWCO may
cancel any Outstanding Orders covering such defective Equipment or Software and
any other Outstanding Orders for Equipment or Software affected by such breach.
In the event a breach occurs during the warranty period on accepted Equipment or
Software, and Supplier is unable to correct such breach through the procedures
set forth in Articles III and IV within [***] from SWCO notice to Supplier of
the breach, Supplier shall promptly remove such defective portion of Equipment
or Software and refund to SWCO all monies previously paid to Supplier for such
defective portion of Equipment or Software affected by the uncorrected breach.

     13.4  Supplier warrants that SWCO shall acquire good and clear title to any
Product purchased hereunder, free and clear of all liens and encumbrances And
with respect to Software which is licensed, Supplier warrants SWCO shall acquire
all rights and interests to use such Software.

     13.5  Supplier represents and warrants to SWCO that at the time of
delivery, all Products and Software delivered hereunder shall be "CALEA
Compliant," meaning that they shall not adversely affect SWCO' s ability to
comply with the provisions of Pub L. 103-414, Title 1, October 25, 1994, 108
Stat 4279 as it may be amended from time to time as well as any regulations or
industry standards implementing the provisions of the law.

     13.6  This warranty does not apply to any claim which arises out of any of
the following: (1) the Equipment has been subject to unreasonable misuse,
neglect, damage by SWCO or a third party; (ii) only in the event the
installation was provided by someone other than Supplier and the Equipment has
not been installed or optimized according to Supplier's





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guidelines, or parts have been used in the Equipment which are not designed to
be used with the Equipment; (iii) the Equipment is not maintained pursuant to
Supplier's Maintenance Program only in the event the maintenance was provided by
someone other than Supplier; (iv) an event of Force Majeure has occurred; and
(v) the Equipment is non-performing as a result of the failure of third party
equipment or services including but not limited to antennas, antenna lines or
interconnection facilities not provided by Supplier at the site.

     13.7  THE WARRANTIES IN THIS AGREEMENT ARE GIVEN IN LIEU OF ALL OTHER
WARRANTIES EXPRESS OR IMPLIED WHICH ARE SPECIFICALLY EXCLUDED, 1NCLIJDING,
WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.

14.  BENCHMARK TESTING, PRODUCT AND SOFTWARE TRIAL

     14.1  Upon SWCO's request, and subject to availability, Supplier shall
[***] be incorporated into the Order.

     14.2  Upon SWCO's request, and subject to availability, Supplier shall, at
no additional charge, provide SWCO with the use of products similar to Equipment
and Software ordered by SWCO, but not yet installed, for purposes of program
testing, conversion, compiling and other activities if Supplier normally
provides similar use of such products to its other customers.

     14.3  Supplier and SWCO may agree to an Equipment and Software trial(s) to
demonstrate additional functionality which shall be governed by the following
provisions:

           (1)  Supplier shall bear all expenses related to the trial of the
                Equipment and Software, including the cost of transportation,
                installation, deinstallation, modification, repair, maintenance,
                packing, and unpacking, unless otherwise agreed to by the
                Parties.

           (2)  The trial period will begin the day following SWCO's receipt of
                Supplier's notice that all Equipment and Software subject to the
                trial have been installed and are ready for testing. The trial
                will continue for the period agreed to by Supplier and SWCO.

           (3)  At the end of the trial period, SWCO shall notify Supplier
                whether or not SWCO will order the trialed Equipment and
                Software. For any Equipment and Software not ordered by SWCO,
                Supplier shall remove such Equipment or Software within seven
                (7) days after Supplier's receipt of the notice, and SWCO will
                promptly return any Software to Supplier.

           (4)  If, during the [***]





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15.  FORCE MAJEURE

     Neither SWCO nor Supplier shall be liable or deemed in default for any
delay or failure in performance of an Order or any part of this Agreement to the
extent that such delay or failure is caused by accident, fire, industry-wide
strike, embargo, act of the government, war or national emergency requirement,
act of God, or act of the public enemy ("Force Majeure Conditions"). If any
Force Majeure Condition occurs, the Party delayed or unable to perform shall
promptly give notice to the other Party. The Party affected by the other Party's
delay or inability to perform may elect to:

     (1)  Terminate the Order or part thereof as to Product or Related Services
          not already received; or

     (2)  Suspend the Order for the duration of the Force Majeure Condition, and
          resume performance once the Force Majeure Condition ceases.

     Until notice is given otherwise, option (2) shall be deemed selected.

16.  TAXES

     16.1  Supplier shall bear the cost of all taxes, including but not limited
to gross receipt taxes, imposed upon Supplier. Supplier shall be responsible to
invoice SWCO and remit to the appropriate government authorities all applicable
sales and use taxes imposed by law. SWCO shall be responsible to reimburse
Supplier for applicable sales and use taxes billed and remitted as required
hereunder.

     16.2  Supplier shall provide to SWCO a sales and use tax registration
number for each state in which Related Services are performed or that is the
final destination, as set forth on the Order, of Product provided under this
Agreement. The registration number for each applicable state will be added to
every invoice issued by Supplier to SWCO hereunder. Supplier shall remit the
sales/use tax to the state of final destination of Product, or the state in
which the Related Services are performed. Supplier shall notify SWCO of any
state for which Supplier does not bill and remit sales/use taxes because
Supplier does not have nexus with that state.

     16.3  If any of the Related Services include contractor services, Supplier
shall comply with any applicable state's resident and non-resident contractor
laws. Supplier will be responsible for its subcontractors compliance with such
laws. Supplier shall provide SWCO with documentation of such compliance
(including subcontractor documentation), which, at minimum, shall include a copy
of the non-resident compliance certificate issued by each applicable state.

     16.4  Each invoice issued by Supplier hereunder shall separately set forth;
(i) the value of the taxable Product/Related Service by individual taxing
jurisdiction, (ii) the sales/use tax for each such Product/Related Service by
individual taxing jurisdiction, and (iii) the value of nontaxable
Product/Related Services.





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     16.5  Supplier agrees to pay, and hold SWCO harmless from and against, any
penalty, interest, tax or other charge that may be levied or assessed as a
result of the delay or failure of Supplier for any reason to pay any tax or file
any return or information required by law, rule or regulation or by contract. If
SWCO believes that Supplier has failed to comply with any of the terms of this
Section 16, SWCO shall discuss such failure with Supplier, and upon the
presentation of evidence that such failure has in fact occurred, SWCO may
withhold up to ten percent (10%) of any invoice affected by such noncompliance.

17.  NOTICE

     All notices, requests, demands and other communications hereunder shall be
in writing and shall be deemed given when either personally served or mailed by
certified, registered mail, return receipt requested, or delivered by a
reputable overnight delivery service, or by facsimile transmission confirmed by
another form of delivery within one (1) business day, to:

     SWCO:      Cellular One
                11333 North Scottsdale Road, #200
                Scottsdale, Arizona 85254
                Attention: Contract Manager

     Supplier:  Metawave                    Copy to:  Metawave 1
                10735 Willows Road NE                 10735 Willows Road NE
                Redmond, Washington 98073             Redmond, Washington 98073
                Attention:                            V.P. of Sales & Marketing
                                                      Attention: General Counsel

     If either Party changes its address during the term hereof, it shall so
advise the other Party in writing, and all notices thereafter required to be
given shall be sent to such new address.

18.  INDEPENDENT CONTRACTORS

     Neither Supplier nor its officers and directors and its associated
personnel and employees shall be deemed to be employees or agents of SWCO, it
being understood that Supplier is an independent contractor for all purposes and
at all times. Supplier shall be solely responsible for the safety and
supervision of its employees as well as for the withholding or payment of all
federal, state and local personal income taxes, social security, unemployment
and sickness disability insurance and other payroll taxes with respect to its
employees, including contributions from them as required by law.

19.  INDEMNIFICATION

     19.1  Supplier shall defend, indemnify, and hold harmless SWCO, its
parents, subsidiaries and affiliates, and their directors, officers, agents and
employees from any and all liabilities, claims or demands whatsoever, (including
the costs, expenses and reasonable attorney's fees incurred on account thereof)
that may be made: (i) by any person, specifically including, but not limited to,
Supplier, its agents or subcontractors, for injuries including bodily injury
(including death to persons) or damage to property (including theft) occasioned
by or alleged to have been occasioned by the acts or omissions of the Supplier
its agents or subcontractors whether negligent or otherwise; or (ii) by persons
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subcontractors under Worker's Compensation or similar acts, except to the extent
such liability, claim, or demand arises in whole or in part from the negligence
or willful misconduct of SWCO, its agents or employees.

     19.2  Supplier shall defend SWCO against any such liability, claim or
demand and control the litigation, settlement and defense thereof. The foregoing
indemnification shall apply whether the death, injury or property damage is
caused by the sole acts or omissions of Supplier or by the concurrent acts or
omissions of SWCO or Supplier hereunder, except Supplier shall not be
responsible for that portion of any liability, claim or demand to the extent
that it arises from the negligence or willful misconduct of SWCO, its employees
or agents SWCO agrees to notify Supplier promptly of any written claim or
demands against SWCO for which Supplier is responsible hereunder.

     19.3  The supplied Equipment, Hardware, Software, Product and Related
Services provided hereunder (i) shall perform on and after January 1, 2000 in as
good a manner as before such date, and (ii) shall at all times manage,
manipulate and report data involving dates (including the year 2000, dates
before and after the year 2000, and single-century and multicentury formulas)
without generating incorrect values or dates or causing an abnormally-ending
scenario within an application. Supplier shall provide SWCO with evidence of
successful completion of laboratory testing, that the supplied Equipment,
Hardware, Software, Product and Related Services provided hereunder properly
performs all internal and external time and date processing. Such certification
shall be provided no later than thirty (30) days after the execution of this
Agreement. In addition, Supplier agrees to cooperate with SWCO in conducting
Year 2000 interoperability tests to ensure that the supplied Equipment,
Hardware, Software, Product and Related Services do not adversely `affect the
operation, output, functionality or other elements of SWCO's operation. Further,
Supplier agrees to cooperate with SWCO in providing information to third
parties, such as customers, regulatory bodies, and auditors, regarding
Supplier's Year 2000 compliance as it relates to the supplied Equipment,
Hardware, Software, Product and Related Services. Supplier shall indemnify SWCO
and for any loss, cost, or damages (including attorney's fees) sustained because
of Supplier's Year 2000 noncompliance.

20.  INFRINGEMENT

     20.1  The following terms apply to any infringement, suit for or claim or
allegation of infringement of any United States patent, trademark, copyright,
trade secret or other proprietary interest (collectively referred to as "IP
Claim") based on the manufacture, use, sale, resale, or importation into the
United States of any Equipment, Software, Related Service, documentation or
other item furnished to SWCO under or in contemplation of this Agreement.
Supplier shall indemnify and hold harmless SWCO and any of its affiliates,
customers, officers, directors, employees, assigns and successors for any loss,
damage, expense, cost (including, but not limited to, any attorney's fees
incurred in the enforcement of this indemnity) or liability that may result by
reason of any such IP Claim, and Supplier shall defend or settle, at its own
expense, any such IP Claim against SWCO.

     20.2  SWCO shall provide Supplier with prompt written notice of any IP
Claim that identifies Equipment, Software or Related Service provided to SWCO
hereunder and tender to Supplier control of any such action or settlement
negotiations to the extent covered by the indemnification provided herein.
Supplier shall keep SWCO advised of the status of any such IP Claim and of its
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opportunity to review and comment on significant actions planned to be taken by
Supplier on behalf of SWCO. If any such IP Claim involves other vendors of SWCO,
Supplier shall cooperate as reasonably necessary to effectively defend SWCO.
SWCO shall, at Supplier's expense, reasonably cooperate with Supplier in the
defense of SWCO.

     20.3  If the use, manufacture, sale, or importation in the United States of
any Equipment, Software, or Related Service furnished hereunder becomes subject
to an IP Claim, Supplier shall, at SWCO's option and at no expense to SWCO, (i)
by license or other release from claim of infringement obtain for SWCO and
SWCO's customers the right to make, use, sell and/or import into the United
States the Product, Software or Related Service, as appropriate; or (ii)
substitute an equivalent non-infringing Product, Software or Related Service
reasonably acceptable to SWCO, which meets the specifications for the Product,
Software or Related Service, and extend this indemnity thereto; or (iii) modify
such Product, Software, or Related Service to make it non-infringing but
continue to meet the specifications therefore, and extend this indemnity
thereto.

     20.4  Supplier shall have no obligation to SWCO with respect to any claim
of patent or copyright infringement which is based upon (i) adherence to
specifications, designs, or -instructions furnished by SWCO, unless such
specifications, designs, or instructions are incorporated into Product made
generally available to Supplier's customers, (ii) the combination, operation or
use of any Equipment supplied hereunder with products, software, or data with
which the Equipment is not intended to be used or for which the Equipment is not
designed, unless at Supplier's direction, (iii) the alteration of the Equipment
or modification of any Software made by any party other than Supplier, unless at
Supplier's direction, or (iv) SWCO's use of a superseded or altered release of
some or all of the Software if infringement would be avoided by the use of a
subsequent, unaltered release of the Software that is provided to SWCO by
Supplier.

21.  USE AND PROTECTION OF INFORMATION

     21.1  The Parties shall, both during the Term of this Agreement and for a
period of [***] after termination of this Agreement, hold in strictest
confidence information which is confidential and/or proprietary to the other
("Confidential Information", as more fully described below). The Parties shall
not disclose or make each other's Confidential Information available, in any
form, to any third party or use each other's Confidential Information for any
purpose other than as specified in this Agreement. Each Party shall take all
reasonable steps to ensure that Confidential Information is not disclosed or
distributed by its employees or agents (who have access to same because of and
only on a need-to-know basis) in violation of any provision of this Agreement,
but in no event less than reasonable means. If in the course of performance of
this Agreement Supplier needs to disclose SWCO Confidential Information to a
subcontractor or agent, the agent/contractor must sign a Non-Disclosure
Agreement substantially in the form of Schedule B.

     21.2  SWCO's and Supplier's Confidential Information shall include all
information clearly marked as confidential.

     21.3  The foregoing shall not prevent either Party from disclosing
Confidential Information which: (i) is or becomes a part of the public domain
through no act or omission of the other Party; (ii) was in the other Party's
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disclosure of same and had not been obtained by such other Party either directly
or indirectly from the Party hereto granting such access or making such
disclosure, all of which is so documented by such other party; (iii) is lawfully
disclosed to the other Party by a third party without restriction on such
disclosure; (iv) is required to be disclosed pursuant to subpoena, law,
regulation, or other legal process, provided, however, that the Party responding
to such request first provides written notice to the other Party of the request;
(v) is approved by the other Party for disclosure; or (vi) with respect to
information that is the same as or substantially identical to the Confidential
Information, is independently developed and is so documented by the other Party.

     21.4  Each Party acknowledges that the other would suffer irreparable
damage in the event of any material breach of the provisions of this Section 21.
Accordingly, in such event, a Party would be entitled to seek preliminary and
final injunctive relief, as well as any other applicable remedies at law or in
equity against the Party who has breached or threatened to breach this Section
21 and that Party hereby waives the defense that money damages would be
adequate.

22.  SUPPLIER'S INFORMATION

     No specifications, drawings, sketches, models, samples, tools, computer
programs, technical information, business information, or data, other than that
specified in Section 21 of this Article, written, oral or otherwise, furnished
by Supplier to SWCO hereunder or in contemplation hereof shall be considered by
SWCO to be confidential or proprietary unless so agreed to by SWCO in writing at
the time an Order is placed.

23.  AVAILABILITY

     Supplier represents and warrants that the Equipment and Software listed on
Schedule A or its equivalent shall be available for purchase by SWCO from
Supplier for a minimum of five (5) years following the initial acquisition of
the Product pursuant to this Agreement.

24.  LICENSES

     No licenses, express or implied, under any patents, trademarks or copyright
are granted by SWCO to Supplier. No licenses, express or implied, under any
patents, trademarks or copyright are granted by Supplier to SWCO except for
Software licenses contained in Article IV.

25.  ASSIGNMENT

     25.1  Any assignment of the work to be performed, in whole or in part, or
of any other interest hereunder by Supplier without the prior written consent of
SWCO, except an assignment confined solely to monies due or to become due, shall
be void. It is expressly agreed that any such assignment of monies shall be void
to the extent that it attempts to impose upon SWCO obligations to the assignee
additional to the payment of such monies, or to preclude SWCO from dealing
solely and directly with Supplier in all matters pertaining hereto, including
the negotiation of amendments or settlements of amounts due. SWCO, upon five (5)
days prior written notice to Supplier, may assign all its rights, duties and
obligations under this Agreement to an affiliate or affiliates of SWCO or to a
partnership or partnerships to which SWCO or its affiliate has an ownership
interest.





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     25.2  SWCO shall not (i) assign, sublicense or otherwise transfer the
Software license set forth in Article IV, to any third party without the prior
consent of the Supplier, except as permitted in Section 25.1, (ii) purchase the
Equipment solely for the purpose of reselling or distributing it to a third
party (third party does not include SWCO's affiliates); or (iii) permit its
directors, officers, employees, agents or any other third person to reverse
engineer the Equipment or the Software.

26.  SUBCONTRACTING

     Supplier shall not, without SWCO's prior written approval, subcontract any
portion of the work to be performed on SWCO property hereunder, except for the
purchase of standard commercial supplies and materials.

27.  PUBLICITY AND ADVERTISING

     Supplier shall submit to SWCO all advertising, sales promotion, press
releases and other publicity matters relating to the Equipment or Software
furnished or the Related Services performed by Supplier under this Agreement
wherein SWCO's name, marks or the name or mark of any Bell Atlantic Company is
mentioned or language from which the connection of said names or marks therewith
may be inferred or implied. Supplier shall not publish or use such advertising,
sales promotion, press releases, or publicity matters without SWCO's prior
written approval. Supplier shall post no signs at any site at which Equipment or
Software is being installed or serviced except those required by local, state or
federal law.

28.  CHOICE OF LAW

     This Agreement shall be governed by the laws of the State of New York
without reference to its conflicts of law provisions and the Software shall have
the definition of goods under the U.C.C. The exclusive jurisdiction for any
legal proceeding regarding this Agreement shall be the state or federal courts
in New York and the Parties expressly submit to the jurisdiction of said courts.

29.  WAIVER AND ESTOPPEL

     Either Party's failure at any time to enforce any of the provisions of this
Agreement or any right with respect thereto, or to exercise any option herein
provided, will in no way be construed to be a waiver of such provisions, rights,
or options or in any way to affect the validity or enforcement of this
Agreement. The exercise by either Party of any right or options under the terms
or covenants herein shall not preclude or prejudice the exercising thereafter of
the same or any other right under this Agreement.

30.  SEVERABILITY

     If any provision or portion of a provision of this Agreement is invalid
under applicable statute or rule of law, it is only to that extent to be deemed
omitted, and such unenforceability shall not affect any other provision of this
Agreement, but this Agreement shall then be construed as if such unenforceable
provision(s) had never been contained herein.




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31.  HEADINGS

     The headings in this Agreement are for convenience only and shall not be
construed to define or limit any of the terms herein.

32.  INSURANCE

     32.1  Supplier shall maintain, during each Term and Renewal Term of this
Agreement, at its own expense, the following insurance:

           a.   Worker's Compensation insurance as prescribed by the law of the
                state in which the work is performed;

           b.   Employer's liability insurance with limits of at least
                $1,000,000 each occurrence:

           c.   Comprehensive general liability insurance (including products
                liability insurance) and, if the use of automobiles is required,
                comprehensive -automobile liability insurance, each with limits
                of at least $1,000,000 for bodily injury, including death, to
                any one person, and $1,000,000 on account of any occurrence, and
                $1,000,000 for each occurrence of property damage; and

           d.   Excess liability insurance with a combined single limit of
                $5,000,000.

     32.2  The insuring carriers and the form of the insurance policies shall be
subject to approval by SWCO. SWCO shall be named as an additional insured on all
such policies. Supplier shall furnish to SWCO certificates of such insurance
within ten (10) days of the execution of this Agreement. The certificates shall
provide that ten (10) days prior written notice of cancellation or material
change of the insurance to which the certificates relate shall be given to SWCO.
The fulfillment of the obligations hereunder in no way modify Supplier's
obligations to indemnify SWCO.

     32.3  Supplier shall also require Supplier's subcontractors, if any, who
may enter upon SWCO's premises to maintain similar insurance and to agree to
furnish SWCO, if requested, certificates or adequate proof of such insurance.
Certificates furnished by Supplier's subcontractors shall contain a clause
stating that SWCO is to be notified in writing at least ten (10) days prior to
cancellation of, or any material change in, the policy.

     32.4  SWCO may reasonably require Supplier at any time, and from time to
time, subject to Supplier's ability to obtain such additional insurance, to
obtain and maintain in force additional insurance with coverage or limits in
addition to those above described. However, the additional premium costs of any
such additional insurance required by SWCO shall be borne by SWCO, and Supplier
shall arrange to have such costs billed separately and directly to SWCO by the
insuring carrier(s). SWCO shall be authorized by the Supplier to confer directly
with the agent or agents of the insuring carrier(s) concerning the extent and
limits of Supplier's insurance coverage in order to assure the sufficiency
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33.  RELEASES VOID

     Neither Party shall require waivers or releases of any personal rights from
representatives or customers of the other in connection with visits to its
premises and both Parties agree that such releases or waivers shall not be
pleaded by them or by third persons in any action or proceeding.

34.  OCCUPATIONAL SAFETY AND HEALTH ACT (OSHA)

     Supplier shall be responsible for the safety of its work and shall maintain
all lights, guards, signs, temporary passages, and any other necessary
protection and precautions for that purpose. Supplier and its Subcontractors
shall give access to the authorized representatives of the Secretary of Labor or
any state or local official for the purpose of inspecting or investigating or
carrying out of any of the duties under the Occupational Safety and Health Act
of 1970, and any amendments thereto, or any applicable state, or local laws,
rules, or regulations affecting safety and health. Supplier shall be responsible
for any violation by it or its subcontractors of any safety or health standards
issued thereunder, shall immediately remedy any citation giving rise to such
violations, and Supplier shall defend, indemnify, and hold harmless SWCO from
any penalty, fine or liability in connection therewith.

35.  NON-DISCRIMINATION COMPLIANCE

     The applicable provisions in Schedule C, entitled "Non-Discrimination
Compliance Agreement" shall form a part of this Agreement and any amendments
thereto.

36.  SUCCESSORS AND ASSIGNS

     This Agreement shall inure to the benefit of, and shall be binding upon the
Parties hereto and their respective successors and permitted assigns.

37.  SWCO'S PROPERTY

     37.1  Title to all property owned by SWCO and furnished to Supplier shall
remain in SWCO

     37.2  Any property to which SWCO has title and which is in Supplier's
possession or control shall be used only in the performance of this Agreement
unless authorized in writing by SWCO. Supplier shall adequately protect such
property, and shall deliver or return it to SWCO or otherwise dispose of it as
directed by SWCO.

38.  LAWS, RULES AND REGULATIONS

     38.1  Supplier shall comply, at its own expense, with the applicable
provisions of the EEO, Fair Labor Standards Act of 1938, as amended, The
Occupational Safety and Health Act, and all other applicable federal, state and
local laws, ordinances, regulations and codes including identification and
procurement of required permits, certificates, approvals and inspections in
performance under this Agreement.





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     38.2  The employee and agents of each Party shall, while on the premises of
the other, comply with all governmental rules and regulations in effect at such
premises, including security requirements. Supplier's right of entry shall be
subject to applicable governmental security laws.

     38.3  Both Parties agrees to indemnify and hold the other Party harmless
for any loss or damage that may be sustained by reason of any failure to comply
with this Section 38.

39.  ATTORNEYS' FEES AND COSTS

     In the event that this Agreement or any Order is breached by Supplier,
then, in addition to all other rights and remedies SWCO may have, at equity and
in law, Supplier shall be liable for SWCO's reasonable attorneys' fees and costs
incurred in collecting any sums that are due and owing under this Agreement or
in taking any legal action that is necessary in order to enforce the terms and
conditions of this Agreement.

40.  COUNTERPARTS

This Agreement may be executed in counterparts, all of which shall be considered
an original and together they shall constitute one (1) agreement.





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                                  ARTICLE II

                      TERMS AND CONDITIONS APPLICABLE TO
                             EQUIPMENT ACQUISITION

1.   SCOPE

     Supplier shall provide to SWCO the Equipment and Related Services as
described in the Orders SWCO may from time to time place hereunder.

2.   FORM OF ORDER

     Each Order for Equipment and Related Services shall contain the following:

     (1)  Date of Order and Order Number,

     (2)  The incorporation by reference of this Agreement:

     (3)  The incorporation by reference of specifications which differ from
          those in published guides;

     (4)  A detailed list of the Equipment or Related Services that are
          required. Such list is to include where applicable quantities, model
          numbers, features, descriptions, specifications, prices, charges,
          purchase option-credits, and discounts. The last will indicate which
          equipment is purchased and which is leased;

     (5)  The billing and delivery addresses;

     (6)  The required dates for delivery and installation of Equipment or
          Related Services;

     (7)  The name and telephone number of the SWCO person to contact regarding
          delivery and the coordination of other activities; and

     (8)  Any other special terms and conditions that are not provided for
          elsewhere in the Order or this Agreement.

3.   SITE PREPARATION

     Supplier shall promptly perform a site survey and shall promptly furnish to
SWCO site preparation specifications in such detail as to ensure that the
Equipment to be installed shall operate efficiently from an environmental point
of view. SWCO shall prepare the site at its own expense and in accordance with
the site specifications. Supplier shall reimburse SWCO for any site preparation
expenses needlessly incurred because of inaccurate site preparation
specifications, or because the site was prepared for Equipment which was
returned for failure to conform to the provisions of this Agreement.





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4.   TRANSPORTATION

     4.1   Supplier shall deliver the Equipment complete and in accordance with
SWCO instructions, if any, with transportation charges prepaid by Supplier.
Supplier shall deliver the Equipment in sufficient time to meet the required
installation date. SWCO may delay the delivery of the Equipment by giving the
Supplier notice prior to shipment.

     4.2   Supplier shall, at no additional charge, properly pack the Equipment
in connection with the shipment of such Equipment to the delivery location and
in connection with the removal of such Equipment, if such Equipment is returned
to Supplier pursuant to this Agreement.

     4.3   Unless SWCO provides special shipping instructions, transportation
charges shall not exceed the cost of shipment via surface common carrier between
the delivery location and Supplier's facility. SWCO shall reimburse Supplier for
such transportation charges for the shipment of the Equipment to the delivery
location. SWCO shall reimburse Supplier for rigging and drayage costs incurred
at the delivery location.

     4.4  If Supplier removes or replaces any Equipment because such Equipment
is nonconforming with the provisions of this Agreement, Supplier shall bear all
transportation charges including rigging and drayage costs. If SWCO has already
paid Supplier for such charges, Supplier shall promptly refund such payment.

     4.5  Supplier shall be responsible for dealing with carriers to ensure
delivery of shipments, locating missing or late shipments, resolving billing for
transportation charges, and submitting and resolving all claims arising from
loss of or damage to such shipments.

     4.6  Claims for transportation damage shall be filed and processed by
Supplier. Without cost to SWCO, and at SWCO's option, damaged Product, Software
shall be promptly repaired to the satisfaction of SWCO or replaced, with all
replacement parts to be handled on an expedited shipping basis.

5.   TITLE AND RISK OF LOSS

     For the Initial Order only, title shall not vest nor shall risk of loss
pass until installation has been fully performed and the equipment has been
accepted by SWCO in accordance with Article V. On all subsequent Orders for
Equipment title shall vest in SWCO and risk of loss pass to SWCO only when
Equipment has been delivered at the F.O.B. point of destination.

6.   INSTALLATION AND COMMISSIONING

     6.1  Supplier shall install the Equipment, perform its standard test
procedures and prepare the Equipment for Commissioning, all on or before the
ordered Commissioning date and Supplier shall certify to SWCO that such
Equipment is ready for the Commissioning. There shall be no installation or
Commissioning charges associated with any Equipment except those charges that
are listed in the Order. Supplier shall remove and dispose of all packing
materials and other surplus materials upon completion of the installation.





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     6.2  No Equipment shall be deemed to be installed until all Equipment and
all Software required by the Order has been installed. However, the Parties may
agree that Commissioning can be certified on a site by site basis.

     6.3  If Supplier fails to complete such Commissioning and deliver to SWCO
its certification of Commissioning on or before the ordered Commissioning date,
SWCO may either cancel the Order or extend such ordered Commissioning date to a
subsequent date. If SWCO elects to extend the ordered Commissioning date, the
Parties agree that SWCO will be damaged in an amount which will be difficult to
determine with certainty. Therefore, Supplier agrees to pay SWCO as a late
Commissioning-charge, and not as a penalty, an amount equal to one percent (1%)
of the purchase price for each week or part thereof of delay occurring after the
ordered Commissioning date originally specified on the Order until either the
Commissioning date or the date on which SWCO cancels the Order, whichever first
occurs. Such late Commissioning-charge shall not accrue beyond twelve (12) weeks
of delay and shall take the form of a credit against the purchase price of the
Equipment in favor of SWCO.

     6.4  The foregoing not withstanding, in the event that construction delays
or other causes not covered by Section 15 of Article I (Force Majeure) and not
within the reasonable -control of Supplier, force postponement of the
installation of a Product, the Product, shall be stored until installation can
be resumed. Transfer and storage charges incurred shall be paid by SWCO. Labor
costs for loading and unloading shall be based upon an hourly rate to be
determined by agreement between SWCO and Supplier. The cost of special services,
such as design, warehousing, inventory, etc., shall be negotiated between SWCO
and Supplier prior to placement of the Order.

7.   SELF INSTALLATION

     7.1  SWCO may, at its option, install the Equipment. Such election shall be
stated in the Order or anytime prior to delivery. If SWCO so elects to install
the Equipment, Supplier shall, if requested by SWCO, provide services relating
to installing, Commissioning, and optimizing, at a mutually agreed upon rate.

     7.2  If SWCO elects to install the Equipment and Supplier fails to deliver
the Equipment by the ordered delivery date, Supplier shall be subject to a late
delivery charge in the form of a credit against the purchase price of the
Equipment as provided for in Section 6 of this Article (Installation and
Commissioning), except that the calculation of damages will be based on the
delay occurring after the ordered delivery date until the actual delivery date
rather than after the  ordered Commissioning date. In addition, SWCO may cancel
the Order.

8.   INSTALLATION, ASSISTANCE AND TECHNICAL SUPPORT

     8.1  During the Warranty period, such technical support shall be provided
without charge to SWCO, unless otherwise specified in Schedule A. The
availability or performance of this technical support service shall not be
construed as altering or affecting Supplier's warranties or any other obligation
of Supplier under this Agreement.

     8.2  Supplier shall provide SWCO with ongoing technical support, including,
field service and assistance.  During the Warranty period, such technical
support shall be provided without charge to SWCO, unless otherwise specified in
Schedule A.  The availability or





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performance of this technical support service shall not be construed as altering
or affecting Supplier's warranties or any other obligation of Supplier under
this Agreement.

9.   STANDARD OF PERFORMANCE FOR ACCEPTANCE

     For the Initial Order only, SWCO shall certify to Supplier that the
Equipment has been accepted upon the successful achievement of the Performance
Acceptance Procedure as specified in Article V. Within ten (10) days after
Supplier has certified that the Equipment has been installed and ready for use,
SWCO, with Supplier's advice and assistance, shall commence the acceptance
tests.

10.  CABLES AND RELATED ITEMS

     An Order shall be deemed to include all items necessary for the proper
operation of the Equipment as ordered by SWCO, provided by Supplier, and
includes any other components or materials necessary to enable the operation of
the Equipment in accordance with the specifications.

11.  ENGINEERING CHANGES

     11.1  Engineering changes which are (i) generally made available by
Supplier to customers on the same Equipment provided hereunder and (ii) are
intended to correct defects in the Equipment, shall, with the consent of SWCO,
be made by Supplier to the Equipment at no charge. The administration and
installation of engineering changes shall be accomplished by Supplier, unless
otherwise agreed to by the Parties.

     11.2  Engineering changes which correct a safety defect shall be made as
soon as possible at no charge. Supplier shall notify SWCO of any such safety
defect and recommended interim safety measure to be taken.

12.  TRADE-IN

     SWCO may request Supplier to [***]. In such event, Supplier may [***].

13.  RELOCATION OF EQUIPMENT

     SWCO may move Equipment from one location to another. At SWCO's request,
Supplier shall arrange for and supervise the dismantling, packing and moving of
any purchased Equipment and shall inspect and reinstall such Equipment at the
new location. In addition, Supplier shall specify to SWCO, prior to any move,
which of the existing cables and ancillary equipment associated with the
Equipment to be moved are reusable at the new site. SWCO shall pay Supplier for
such Related Services at Supplier's published rates.





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14.  SUPPLIES AND/OR REPLACEMENT PARTS

     Supplier shall provide SWCO with specifications for all replacement parts
which are used or required to operate any Equipment. The relevant supplies shall
be available from Supplier upon SWCO request for a minimum of seven (7) years
following the acquisition of the Equipment.

15.  CONVERSION OF FINANCIAL ARRANGEMENT

     SWCO may elect to convert any part or all of an Order for purchase
Equipment, any time prior to shipment to a third party lease, or, subject to
availability by Supplier, to any of Supplier's purchase, installment sale,
lease, rental plan, or other marketing pricing policy and may do so with no
liability.

16.  TRANSFER OF TITLE TO A THIRD PARTY

     In connection with the financing of Equipment, SWCO may request Supplier to
pass title to the Equipment directly to an assignee designated by SWCO. If SWCO
requests, Supplier shall execute a bill of sale conveying title to the Equipment
to the assignee. In such event, the assignee shall succeed to all of SWCO's
rights under the Order with respect to the Equipment, although SWCO shall
continue to exercise such rights on behalf of the assignee until Supplier is
otherwise notified. Notwithstanding the foregoing, SWCO guarantees payment of
the purchase price for the Equipment to Supplier. The right of SWCO to request
Supplier to pass title to the Equipment to the assignee shall include the right
to sublicense any licensed Software relating to the Equipment without the
payment of any additional license fees to Supplier.

17.  NEW EQUIPMENT

Supplier warrants that the Equipment shall be new and of original manufacture in
the United States.

18.  REMOVAL OF EQUIPMENT

     18.1  Promptly after the cancellation of an Order, pursuant to this
Agreement Supplier shall, at its expense, pack and remove the Equipment affected
thereby. In addition, Supplier shall make all necessary transportation
arrangements to ship the Equipment away from SWCO premises.

     18.2  If Supplier for any reason does not remove the Equipment within ten
(10) days after the cancellation of an Order or the termination of a lease, SWCO
may, at Supplier's expense and risk, arrange to have the Equipment packed and
shipped to Supplier. In such event, Supplier shall promptly, after receipt of
SWCO invoices, reimburse SWCO for any costs which may thereby be incurred.







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                                  ARTICLE III

          TERMS AND CONDITIONS APPLICABLE TO THE SUPPLIER'S HARDWARE
                              MAINTENANCE PROGRAM

1.   SCOPE

     1.1  Supplier shall provide to SWCO Supplier's Hardware Maintenance Program
("HMP") which is necessary to maintain the Equipment in accordance with its
specifications and to keep the same in good working order and operating
condition as described in the Orders SWCO may from time to time place hereunder.

     1.2  Equipment maintained hereunder shall include Equipment ordered under
this Agreement, and Supplier's equipment acquired from other sources which has
been maintained to Supplier's specifications, inspected by Supplier and
refurbished, as necessary, to specifications by Supplier at Supplier's published
rates.

     1.3  Supplier shall make available to SWCO, prior to commencement of HIvIP,
at Supplier's published rates, documentation to facilitate installation,
operation and preventive and remedial maintenance. If the originally produced
documentation is changed as a result of the application of an engineering change
to a field installation, SWCO shall be provided with the updated documentation
at no charge.

     1.4  Pursuant to the terms of this Agreement, Supplier shall provide SWCO
with Supplier owned or licensed diagnostic software which is made available by
Supplier for commercial use and which is necessary for SWCO's maintenance of the
Equipment.

2.   FORM OF ORDER

     Each Order for maintenance Related Services or HMP shall contain the
following:

     (1)  Date of Order and Order Number;

     (2)  The incorporation by reference of this Agreement;

     (3)  The billing and Equipment location addresses;

     (4)  The required commencement dates for maintenance Related Services, and
          the length of term for such Related Services;

     (5)  The name and telephone number of the SWCO contact person regarding the
          coordination of the activities; and

     (6)  Any other special terms and conditions that are not provided for
          elsewhere in the Order or this Agreement.





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3.   AVAILABILITY OF MAINTENANCE AND SPARE PARTS

     3.1  Supplier shall assist SWCO in determining SWCO's requirements for an
inventory of spare parts by providing SWCO with a standard spare parts list and
the current usage statistics for such parts.

     3.2  Supplier shall make available to SWCO spare parts and HMP for a period
of not less than [***] years from the date of the each Order. The price for such
spare parts and HMP will be listed in Supplier's published rates. If subsequent
to such [***] year period Supplier no longer makes available a spare part,
Supplier shall notify SWCO [***] year in advance of its decision to discontinue
the spare part. If during the [***] year period, Supplier fails to provide such
HMP or spare parts or is unable to obtain an~1iterna~iource acceptable to SWCO,
then such inability shall be deemed noncompliance with this Agreement. In
addition to the other rights and remedies SWCO may have at law and equity under
this Agreement, SWCO shall have the right to require Supplier, without charge,
to provide technical information and any other rights to allow SWCO to obtain
such HMP and spare parts through its own manufacture or contracts with other
vendors.

     3.3  The technical information noted above shall include, but is not
limited to: (a) manufacturing drawings and specifications of raw materials and
components comprising such parts; (b) manufacturing drawings and specifications
covering special tooling and the operation thereof; (c) a detailed list of all
commercially available parts and components purchased by Supplier on the open
market disclosing the part number, and name and location for the purchase
thereof; and (d) one (1) complete set of equipment diagrams and maintenance
procedures.

     3.4  Supplier shall provide spare parts on an emergency basis from
Supplier's local office. Emergency spare parts which are unavailable from
Supplier's local office shall be made available to SWCO through Supplier's field
service channels upon request on an overnight basis. Such parts may be new or
refurbished parts and may be exchanged at Supplier's standard exchange rates.

     3.5  Supplier shall repair or replace, and return to SWCO within thirty
(30) days defective parts which are shipped to Supplier. The estimated cost of
repair shall be specified at the time the request for repair is made by SWCO. If
during the repair of the part Supplier determines that the cost of repair will
deviate by ten percent (10%) or more from the estimate, Supplier shall notify
SWCO. If a part is deemed irreparable, Supplier shall notify SWCO.

     3.6  The Party shipping any part under this Section 3 shall bear the cost
of transportation and risk of loss.

     3.7  Supplier shall use only new parts or parts of equal quality and
operating specifications in performing maintenance. Parts that are removed and
replaced shall become the property of Supplier. All parts placed into operation
shall become the property of the owner of the Equipment.





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4.   SUPPLIER RESPONSIBILITIES FOR TYPE 1 EMERGENCY

     4.1  During the warranty period or subsequent HMP, Supplier shall provide
telephone support for Type 1 Emergencies during Supplier's normal hours of
operation. Type I Emergencies are defined as those incidences that are non-
Service affecting. Response time shall be within one (1) hour from the time SWCO
makes contact with Supplier. Telephone support shall include, but not be limited
to: engineering change information, diagnostic error interpretation, diagnostic
updates information, etc. Supplier shall provide SWCO with the procedure and
name of the responsible contact for providing requested telephone support.

     4.2  If required, Supplier shall respond to an emergency repair request for
Type 1 Emergency by dispatching qualified personnel within twenty-four (24)
hours of the time the request is placed with Supplier. Supplier shall make
available such technical support for Type 1 Emergencies during Supplier's normal
hours of operation.

5.   SUPPLIER RESPONSIBILITIES FOR TYPE 2 EMERGENCY

     5.1  During the warranty period or subsequent HMP, Supplier shall provide
telephone support for Type 2 Emergency on a twenty-four (24) hour per day basis,
seven (7) days a week. Type 2 Emergencies are defined as those incidences that
prohibit or severely limit SWCO's ability to provide services. Response time
shall be within one (1) hour from the time SWCO makes contact with Supplier.
Telephone support may include, but not be limited to: engineering change
information, diagnostic error interpretation, diagnostic updates information,
etc. Supplier shall provide SWCO with the procedure and name of the contact
responsible for providing requested telephone support.

     5.2  If required, Supplier shall respond to an emergency repair request for
Type 2 Emergencies by dispatching qualified personnel within eight (8) hours of
the time the request is placed with Supplier. Supplier shall make available
technical support for Type 2 Emergencies twenty-four (24) hours per day, seven
(7) days a week.

     5.3  On all requests for Type 2 Emergencies, Supplier shall provide
continuous effort until the Equipment is restored to operational condition.
Supplier's escalation guidelines as specified in Section 15 of this Article 3
(Escalation Guidelines) shall apply from the time the Supplier's representative
arrives at SWCO's site.

6.   SWCO's RESPONSIBILITIES

     6.1  Unless otherwise requested of Supplier by SWCO, SWCO shall perform all
preventive and remedial maintenance.

     6.2  SWCO shall maintain, at SWCO's site or within a convenient distance,
an inventory of spare parts including tools, documentation, diagnostics, and
test equipment for all Equipment covered hereunder and shall continually
replenish the inventory based upon, but not necessarily in conformity with,
Supplier's recommended level. Access to and use of the parts shall be provided
to Supplier when providing HMP hereunder.




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7.   ON-SITE MAINTENANCE

     7.1  SWCO may order dedicated On-Site field engineers at Supplier's
published rates. These rates shall be provided to SWCO upon request.

     7.2  On-Site maintenance coverage shall include for the charge specified in
the Order, any time during a consecutive ten (10) hour period, daily, Mondays
through Fridays, excluding New Year's Day, Washington's Birthday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Unless
otherwise specified in that Order, such ten (10) hour period shall be from 7:00
a.m. to 5:00 p.m. local time, with one (1) hour for lunch normally taken between
12:00 noon and 1:00 p.m.

     7.3  On-Site maintenance coverage may be extended to include additional
time periods and weekends at an additional charge and may be increased to
twenty-four (24) hours a day seven (7) days a week for three hundred sixty-five
365 days a year.

     7.4  Any absences from the shift described herein shall be by mutual
agreement prior to such absences with credit on invoices for such absences. For
any extended absences such as during vacation periods, Supplier agrees to assign
an alternate resident field engineer for the duration of such absences.

     7.5  Additional temporary support personnel shall be sent to support the
resident field engineer when this requirement is deemed necessary to assure
continued efficient operation.

     7.6  On-Site maintenance coverage shall be at the direction of SWCO.

     7.7  The coverage period for On-Site maintenance may be changed by SWCO
upon thirty (30) days prior notice to Supplier, subject to the terms of Section
7.2 of this Article.

8.  NOTIFICATION AND RESPONSE

     8.1  Supplier shall furnish its designated point of contact to enable SWCO
to promptly notify Supplier of the need for maintenance.

     8.2  Supplier shall provide continuously updated charts on its maintenance
organization up to and including the national support level. Such charts shall
include twenty-four (24) hour contact information.

9.  MAINTENANCE TERM AND MAINTENANCE CHARGES

     9.1  Supplier's HMP is included in the purchase Price of each piece of
Equipment purchased by SWCO and shall extend throughout the duration of the
Warranty Period, as set forth in Section 13.2 of Article 1 ("Initial HMP").
Following the expiration of the Initial HMP, SWCO has a choice of (i)
subscribing to Supplier's HMP on an annual basis pursuant to the terms herein
and at the HMP fees set forth in Schedule A ("Extended HMP") for the duration
of the term of the Agreement and thereafter at Supplier's then current HMP fees,
or (ii) having defective Field Replaceable Units ("FRUs") repaired or replaced
with refurbished FRUs at Supplier's then current repair rates.




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     9.2  The I-IMP charge set forth in Schedule A is not subject to increase
during the initial maintenance term. Thereafter the I-IMP charge is subject to
change by Supplier upon ninety (90) days prior written notice to SWCO; provided,
however, that such I-IMP unit charge shall not be increased more than once in
any twelve (12) month period and in no event shall any increase exceed five
percent (5%) of the HMP unit charge applicable to the preceding year.

     9.3  Supplier shall have no responsibility to repair or replace FRUs which
have been repaired or altered in an unauthorized manner not in accordance with
Supplier's Maintenance Program, or which have had the bar code, serial number,
or other identifying mark modified, removed or obliterated through an
intentional action by SWCO. In the event that SWCO sends a FRU to Supplier for
which no defects or failures can be found, Supplier may invoice SWCO at the then
current fee for the services rendered during the evaluation process. Such
charges shall only be rendered after three (3) such occurrences within a sixty
(60) day period.

10.  ENGINEERING COMPLAINTS

     10.1  Receipt of an engineering complaint from SWCO shall be acknowledged
by Supplier within fifteen (15) days. Such acknowledgment shall include the
proposed resolution of the stated problem, or the date by when a solution might
be expected. In the event that Supplier anticipates that the solution to the
engineering complaint will exceed thirty (30) days, then Supplier shall issue
biweekly progress reports to SWCO, reporting actions taken and progress made
during the reporting period. In addition, such reports will indicate the
approximate date by which Supplier anticipates that the ongoing engineering
complaint may be successfully resolved.

     10.2  In the event that the engineering complaint is marked service
emergency, then Supplier agrees to exert effort which goes beyond that which is
customarily provided to resolve engineering complaints. Supplier further agrees
to provide status reports to SWCO's Manager, Engineering/ Inspection
Coordination, as frequently as may be mutually determined.

     10.3  SWCO's point of contact for all engineering complaint information and
correspondence shall be SWCO Manager, Engineering Equipment 2125 East Adams,
Phoenix, Arizona 85034. All such engineering complaints should be directed to
the numbers identified in 16.1 of this Article.

11.  ENGINEERING CHANGES

     11.1  Engineering changes which are (i) generally made available by
Supplier to customers on the same Equipment provided hereunder and (ii) are
intended to correct defects in the Equipment shall, with the consent of SWCO, be
made by Supplier to the Equipment at no charge. The administration and
installation of engineering changes shall be accomplished by Supplier, unless
otherwise agreed to by the Parties.

     11.2  Engineering changes which correct a safety defect shall be made as
soon as possible at no charge. Supplier shall notify SWCO of any such safety
defect and recommended interim safety measure to be taken.




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12.  EQUIPMENT NON-PERFORMANCE CREDIT

     If any Equipment furnished by Supplier hereunder for commercial service
experiences Equipment non-performance period(s) due to malfunction of Equipment
as specified below, the credits contained in this Article 3, Section 12, shall
apply to SWCO's I-IMP monthly maintenance charge. If the Equipment is operating
at less than fifty percent (50%) call processing capacity, (as measured by
traffic usage over the previous thirty (30) day period) (i) for any eight (8)
consecutive hour period or (ii) for a more than twenty-four (24) total hours in
any thirty (30) day period, then Supplier shall grant SWCO a credit against the
HMP monthly maintenance charge for each such hour in the amount of one-half
(1/2) of one percent (1%) of the monthly maintenance charge for such defective
Equipment. An Equipment non-performance period shall begin upon SWCO's
notification to Supplier and shall end when the Equipment has achieved ninety
percent (90%) call processing capacity. SWCO shall issue a debit memorandum and
associated documentation to Supplier reflecting the amount of such credit. The
Equipment non-operational periods shall be for periods of time directly caused
by the non-performance of the Equipment. Any non-performance caused by third
party equipment, force majeure or other events outside the control of Supplier
shall not be counted toward non-operational periods. If SWCO receives a credit
under this Article III, Section 12, for a particular non-performance -period,
then SWCO shall not be eligible to receive a credit under Article IV, Section
12.7. If the non-performance is caused by both Equipment nonperformance and
Software nonperformance, SWCO shall receive the higher credit.

13.  REMEDIES FOR EQUIPMENT FOR FAILURE TO MEET OPERATIONAL LEVEL

     If any Equipment maintained hereunder fails to perform at an operational
level of as defined in Article III, Section 12, during two (2) consecutive
calendar months, SWCO may, at its option, require Supplier to within thirty (30)
days after notification to Supplier, replace such Equipment at no additional
cost to SWCO. Any Equipment that cannot be restored to good working order and
operating condition shall be removed at Supplier's expense.

14.  WARRANTY

     14.1  In lieu of the warranty period specified in Section 13 of Article I
(Warranties), the warranty period for spare parts under this Article III shall
be for ninety (90) days from the date shipment to SWCO.

     14.2  Supplier's responsibility under this warranty shall be to either
replace or repair the defective spare part.

15.  ESCALATION GUIDELINES

     Supplier shall endeavor to initiate support within the specified response
time. If the trouble has not been corrected within twenty-four (24) hours after
the request for support, the trouble shall be escalated to Supplier's
engineering laboratories. No charge will be made for any escalation.




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16.  PROCEDURES FOR SUPPLIER'S HMP

     16.1  Metawave's Customer Support
           Customer Support can be reached by call the following numbers:
           Domestic phone:.......  888-642-2455
           International phone:..  425-702-6550

     16.2  Return Material Authorization (RMA)

     SWCO must contact Customer Support via telephone, e-mail or fax to obtain a
Return Material Authorization (RMA) number. Supplier may return shipments
without a RMA number to the SWCO unrepaired and at SWCO's expense. The RMA
number must be clearly written on the outside of the package. A RMA number will
not be issued until an Order is provided for the repair price for those items
not covered under warranty.

     16.3  Return Address

           All Field Replaceable Units (FRUs) must be shipped to:
           Metawave Communications Corporation
           10735 Willows Road N.E.
           Redmond, WA 98073-9769 USA
           c/o SWCO Returns

     16.4  Packing Instructions

     SWCO must pack all returned equipment in a manner no less protective to
such Equipment than the manner in which Supplier packages similar equipment.

     16.5  Repair Purchase Orders

     Repair purchase orders are required in the following instances:

     When SWCO returns out of warranty FRUs for repair; or

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

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

     16.6  Expedite Service

     In an emergency situation that requires an expedited shipment, Supplier
offers Expedite Services upon SWCO's request at no additional charge except that
SWCO shall pay for additional expedite freight charges, if any. If the HMP has
expired, such expedite service will carry an additional fee of $300 plus freight
charges (plus the price of FRU if out of warranty) per FRU.



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     16.7  Invoices and Payment

     Invoices are payable in accordance with the terms of the Agreement between
Supplier and SWCO. In the event pre-exchanged FRU's are not returned by SWCO to
Supplier within five (5) days then Supplier shall invoice SWCO for the amount of
the exchanged FRU's.

     16.8 Duties and Taxes

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

     16.9 Non-compliance

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





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                                  ARTICLE IV

                      TERMS AND CONDITIONS APPLICABLE TO
                 ANY PURCHASE THAT INCLUDES LICENSED SOFTWARE
                      AND/OR SOFTWARE MAINTENANCE SERVICE

1.   SCOPE

     Supplier shall provide to SWCO Supplier's Software and Related Services as
described in Orders SWCO may from time to time place hereunder.

2.   DEFINITIONS

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

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

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

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

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

3.   FORM OF ORDER

Each Order for Software and Related Services shall contain the following:

     (1)  Date of Order and Order Number,

     (2)  The incorporation by reference of this Agreement;

     (3)  The incorporation by reference of additional specifications;

     (4)  If, applicable, a detailed list of the Software or Related Services
          that are required. Such list is to include quantities, descriptions,
          specifications, prices, charges, and discounts;

     (5)  The billing and delivery addresses;




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     (6)  The required dates for delivery and installation of the Software,
          commencement dates for licenses or Related Services, and the length of
          term for licenses or Related Services;

     (7)  The name and telephone number of the SWCO person to contact regarding
          the coordination of activities; and

     (8)  Any other special terms and conditions that are not provided for
          elsewhere in the Order or this Agreement.

4.   LICENSE

     4.1  Supplier grants to SWCO a non-exclusive, nontransferable license,
except as otherwise provided herein, for the use including remote access usage
of Supplier's Software ordered hereunder, to routinely operate and monitor the
Equipment with which the Software was delivered. During the warranty period, all
purchased future releases, patches, fixes, corrections, enhancements,
improvements and updates relating to such Software are included. Thereafter, all
such fixes and enhancements shall be made available to SWCO under Supplier's
Software -Maintenance Program as described herein. Remote access functionality
requires the purchase of the Remote LampLighter(TM) Software option.

     4.2  With each license of Software ordered hereunder, Supplier shall
provide SWCO documentation which either is provided by Supplier to any of its
other customers for the Software or is reasonably necessary to enable SWCO to
adequately use such Software. Documentation shall comply with commonly accepted
industry standards with respect to content, size, legibility and
reproducibility.

     4.3  SWCO shall have the right to reproduce all documentation including all
machine-readable documentation for the Software, provided that such reproduction
is made solely for SWCO's permitted use hereunder. Any such reproductions shall
include any copyright or similar proprietary notices contained on the items
being reproduced.

     4.4  Supplier warrants that it has the sole and exclusive right to grant
the licenses ordered thereunder.

     4.5  No title or ownership rights to the Software or any of its parts,
including documentation, except as provided herein, is transferred to SWCO.

     4.6  SWCO acknowledges that it is the responsibility of SWCO to take
reasonable measures to safeguard Software and to prevent its unauthorized use,
distribution, or duplication.

     4.7  SWCO shall not reverse engineer, decompile, disassemble, or modify the
Software or any portion thereof.





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5.   LICENSE TERM

     5.1  The license term for Software shall commence on the date of acceptance
for the Initial Order and upon shipment for all other Orders of the Equipment
and Software and shall continue perpetually or until canceled or terminated as
provided herein.

     5.2  SWCO may terminate the license term of any Software by giving Supplier
thirty (30) days prior written notice. Termination of such license term shall
also automatically terminate any maintenance Related Services for such Software.

     5.3  Supplier may terminate the license granted hereunder if SWCO is in
material default of any of the terms and conditions of this License Agreement
and such termination shall be effective if SWCO fails to correct such default
within sixty (60) days after written notice thereof by Supplier.

     5.4  In the event that SWCO is required to return the Software, pursuant to
the Agreement or in the event that SWCO returns the Equipment, this license
shall terminate immediately upon such return of the Software or Equipment to
Supplier.

     5.5  Within one (1) month after termination of the license granted
hereunder, SWCO shall furnish to Supplier a document certifying that through its
best efforts and to the best of its knowledge, the original and all copies in
whole or in part of all Software, in any form, including any copy in an updated
work, have been returned to Supplier or destroyed.

6.   LICENSE FEE

     6.1  The Software licensing fees for the most current versions of the
Embedded System Software and LampLighter Software (available at the time of
purchase of Equipment) are included in the purchase price of the Equipment.
Software Updates are available under the Software Maintenance Program described
herein for additional licensing fees.

     6.2  If the license term is not perpetual, the license fee set forth in the
Order is not subject to increase during the first year.  Thereafter, the license
fee may be changed by Supplier following the end of the initial license term
upon ninety (90) days prior written notice to SWCO; provided, however, that such
license fee shall not be increased more than once in any twelve (12) month
period and in no event shall any increase exceed [***] of the license fee
applicable to the preceding year.

7.  SOFTWARE DELIVERY

     7.1  Supplier shall deliver the Software complete and in accordance with
SWCO's instructions, if any, with transportation charges paid by Supplier.
Supplier shall deliver the Software in sufficient time to meet the required
delivery date. SWCO may delay the delivery of the Software by giving the
Supplier notice prior to shipment. SWCO shall arrange and pay for transportation
for Software required to be returned to Supplier under this Agreement.





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     7.2  If Supplier fails to complete such delivery of Software ordered by
SWCO on or before the ordered delivery date, SWCO may either cancel the Order or
extend such ordered installation date to a subsequent date. If SWCO elects to
extend the ordered installation date, the Parties agree that SWCO will be
damaged in an amount difficult to determine with certainty.  Therefore, Supplier
agrees to pay SWCO as a late delivery charge, and not as a penalty, an amount
equal to [*] of the purchase price for that Software Feature for each week, or
part thereof, of delay occurring after the ordered delivery date originally
specified. Such late delivery charge shall not accrue beyond twelve (12) weeks
of delay and shall take the form of a credit against the purchase price of the
Software or any future Software in favor of SWCO.

8.   RISK OF LOSS

     8.1  Supplier shall bear the risk of loss of or damage to the Software
during shipment. Supplier shall promptly replace such Software when lost or
damaged at no additional charge.

     8.2  SWCO shall bear the risk of loss or damage to the Software media or
documentation in its possession. Supplier shall promptly replace the Software,
Software media or documentation when lost or damaged at the charge for the media
or documentation. No -additional license fee will be charged for replacement of
the Software.

9.   INSTALLATION

     Supplier shall install the embedded Software on the Equipment specified on
the Order, perform its standard test procedures and prepare the Software
required for Commissioning. With respect to the Initial Order, when Supplier
certifies that the Software has passed all of Supplier's acceptance testing, the
Software shall be certified as ready for SWCO's acceptance testing, in
accordance with Article V.

10.  STANDARD OF PERFORMANCE FOR ACCEPTANCE

     For the Initial Order, Software acceptance shall be performed in
conjunction with the Equipment it was Ordered with and as specified in Article
V, Performance Acceptance Procedure.  For all other Orders acceptance shall
occur upon Commissioning of the Equipment.

11.  NEW RELEASES

     11.1  During the warranty period and if SWCO elects to purchase Software
Maintenance, new versions of any Software to be provided as a generic release
common to all licensees of such Software, shall be supplied at the prices
specified in Schedule A or at Supplier's then current published rates.

     11.2  Supplier shall support the current Major Release and associated Point
Releases and Features for a minimum period of two (2) years after the issuance
of such Software. However, any support provided for Software older than two (2)
years from the issue date may be on a time and material basis. An Order is
required to render such service.




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12.  SOFTWARE MAINTENANCE

     During the warranty period and if SWCO elects to purchase Software
Maintenance the following shall apply:

     12.1  Supplier shall provide maintenance described herein including error
corrections, upgrades and modifications to keep the Software in good working
order and operating condition or to restore such Software to good working order
and operation condition.

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

     12.3  Supplier shall provide a telephone contact point to which SWCO can
notify Supplier of the need for maintenance Related Services twenty-four (24)
hours per day, seven days (7) per week. Within one (1) hour of notification, a
trained, knowledgeable, technically qualified Supplier representative will
respond. Such response will serve to acknowledge receipt of notification and to
obtain a verbal description of the nature of the need for maintenance Related
Services.

     12.4  Supplier shall correct any and all errors in the Software in
accordance with this Section 12. For major errors substantially effecting
Equipment performance, Supplier shall continue error correction activity on a
twenty-four (24) hour basis until a permanent correction is made. If Supplier
determines that such errors cannot be corrected within twenty-four (24) hours,
Supplier shall immediately initiate an escalation procedure to:

           (1)  Immediately assign sufficient skilled personnel to correct the
                error; and

           (2)  Immediately notify Supplier management personnel that such error
                has not been corrected and that the escalation procedure has
                been activated; and

           (3)  Supplier will provide verbal status reports on errors at
                intervals of not less that twice per day to SWCO on the status
                of each error correction.

     12.5  SWCO shall provide Supplier, at the time of the notification, data
required by Supplier to properly analyze the error condition and to provide the
proper resolution.

     12.6  Supplier shall give notice, on each error reported, to all SWCO
locations of Software upon receipt by Supplier and error corrections will be
transmitted to all such locations.

     12.7  If any Equipment furnished by Supplier hereunder experiences non-
performance periods due to malfunction of the Software, as specified below, the
credits contained herein shall apply to SWCO's Software monthly maintenance
charge. If the Equipment is operating at less than fifty percent (50%) call
processing capacity (as measured by traffic usage over the previous thirty (30)
day period), (i) for any eight (8) consecutive hour period or (ii) for a period
more than twenty-four (24) hours in any thirty (30) day period, then Supplier
shall grant SWCO a credit




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against the Software monthly maintenance charge for each such hour in an amount
of one-half (1/2) of one percent (1%) of the monthly Software maintenance charge
for such defective Equipment. A non-performance period shall begin upon SWCO's
notification to Supplier and shall end when the Equipment has achieved ninety
percent (90%) call processing capacity. SWCO shall issue a debit memorandum and
associated documentation to Supplier reflecting the amount of such credit. The
Equipment non-operational periods shall be for periods of time directly caused
by the non-performance of the Software on the Equipment. Any non-performance
caused by third-party equipment or software, force majeure or other events
outside the control of Supplier shall not be counted toward non-performance
periods. If SWCO receives a credit under this section, for a particular non-
performance period, then SWCO is not able to receive a credit under Article HI,
Section 12.

     12.8  Unless requested by SWCO or necessary to correct performance failures
or degradation, Supplier shall introduce maintenance releases no more than once
per calendar quarter. Such maintenance releases shall include program code
changes and revised documentation necessitated by correction of such error
condition. Maintenance releases shall include improvements and updates relating
to the Software which are developed by Supplier. Supplier shall notify SWCO the
expected date of release and the error corrections or -improvements to be
included.

13.  SOFTWARE MAINTENANCE CHARGE

     13.1  The annual charge for Software Maintenance is specified in the Price
List attached hereto as Schedule A. Supplier's Software Maintenance is included
in the purchase Price of each piece of Equipment purchased by SWCO and shall
extend throughout the duration of the Warranty Period, as set forth in the
Warranty section of the Agreement. Thereafter, Software Maintenance is provided
by Supplier to SWCO pursuant to the terms herein and is included in the Software
Maintenance charges set forth in Schedule A for a period of 12 months. Any
Software provided to SWCO during the term of the Software Maintenance will be
provided pursuant to this Software License Agreement.

     13.2  The Software maintenance charge is not subject to increase during the
first twelve months following the commencement of such charge. The Software
maintenance charge is subject to change by Supplier following the end of such
twelve (12) month period upon ninety (90) days prior written notice; provided,
however, that such Software maintenance charge shall not be increased more than
once in any twelve (12) month period and in no event shall any increase exceed
five percent (5%) of the Software maintenance charge applicable to the preceding
year, for like volumes of Equipment.  The total increase for Software
Maintenance charges shall not exceed ten percent (10%) for the term plus any
subsequent renewal term for like volumes not to exceed fifty-five thousand, one
hundred, twenty five dollars ($55,125.00) per market system per year as defined
in Schedule A.

     13.3  During the term of Software Maintenance, all Major Releases, Point
Releases, Software Patches and standard Features made generally available by
Supplier shall be available to SWCO at no additional charge. SWCO shall promptly
install such Software.

     13.4  Optional Features and certain significant enhancements shall be made
available to SWCO at an additional charge and are not include in the price of
Software Maintenance.





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

14.  TERMINATION OF MAINTENANCE

     14.1  SWCO may terminate maintenance for Software by giving Supplier thirty
(30) days prior written notice.

     14.2  Supplier may terminate maintenance for Software by providing one (1)
year prior notice of its intent to terminate. In such event, Supplier shall
furnish the latest version of Software object code, operating and design
documentation, training material and any other necessary information to enable
SWCO to maintain and enhance such Software or to contract with others for such
work.

15.  OBJECT CODE AND TECHNICAL DOCUMENTATION

     In the event Supplier becomes insolvent, ceases to carry on business on a
regular basis or fails to perform its maintenance obligations herein, Supplier
shall furnish the latest version of Software object code, operating and design
documentation, training material and any other necessary information to enable
SWCO to maintain and enhance such Software or to contract with others for such
work.

16.  RELOCATION OF SOFTWARE

     SWCO may redesignate the location at which the Software will be used, and
shall notify Supplier of the new location and the effective date of the
relocation. Concurrent operation of the Software at a second location for a
period not to exceed ninety (90) days to achieve uninterrupted operation and
orderly cut over shall not require an additional license.

17.  ENHANCEMENT OF SERVICES

     17.1  SWCO may request Supplier to make changes to the Software. Such
requests will describe in detail the changes to the Software desired by SWCO.

     17.2  Supplier will respond within sixty (60) days of receipt of such
request, and if the response indicates a development cost to SWCO, such response
shall provide estimates of time and costs to develop the change described in the
request.

     17.3  SWCO, at its option, may provide Supplier authorization to proceed
with the work described in Supplier's response by placing an Order.

18.  SOFTWARE EVALUATION

     18.1  Supplier, at no charge, will provide new Software features and
functionality on a trial basis to allow SWCO to evaluate the applicability of
such Software to its business needs and purposes.





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           (1)  SWCO shall issue an Order to Supplier in accordance with this
                Agreement.

           (2)  The term of the evaluation shall be thirty (30) days unless
                otherwise stated in the Order.

           (3)  SWCO shall use the Software provided under this Section 18 for
                the sole purpose of evaluation. Use of the Software for
                evaluation shall not obligate SWCO to license Software for
                future use.

     18.2  SWCO shall promptly return the Software and accompanying
documentation to Supplier upon completion of the evaluation period or shall
notify Supplier of its intent to license the Software. If SWCO intends to
license such Software, SWCO shall issue an Order.

     18.3  SWCO shall not duplicate the Software, any portion thereof, or any
associated documentation, unless necessary for the evaluation.

19.  SOFTWARE VIRUS PROTECTION

     19.1  Supplier represents and warrants to SWCO that the Software provided
to SWCO by Supplier does not contain or will not contain any Self-Help Code or
any Unauthorized Code (defined below).

     19.2  As used in this Agreement, "Self-Help Code" means any back door,
"time bomb", drop dead device, or other software routine designed to disable a
computer program automatically with the passage of time or under the positive
control of a person other than a licensee of the program. Self-Help Code does
not include software routines in a computer program, if any, designed to permit
the licenser of the computer program (or other person acting by authority of the
licensor) to obtain access to a licensee's computer system(s) (e.g., remote
access via modem) for purposes of maintenance or technical support.

     19.3  As used in this Agreement, "Unauthorized Code" means any virus,
Trojan horse, worm, or any other software routines or hardware components
designed to permit unauthorized access to disable, erase, or otherwise harm
software, hardware, or data or to perform any other such actions. The term
Unauthorized Code does not include Self-Help Code.

     19.4  Supplier shall remove promptly any such Self-Help Code or
Unauthorized Code in the Software of which it is notified or may discover.

     19.5  Supplier shall indemnify SWCO against any loss or expense arising out
of any breach of this warranty.





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                                   ARTICLE V

         TERMS AND CONDITIONS APPLICABLE TO THE PERFORMANCE ACCEPTANCE
                          PROCEDURE FOR INITIAL ORDER

1.   INTRODUCTION

     The Performance Acceptance Procedure consists of a comparison of test
results from a baseline period prior to commercial operation of Products
(Baseline Performance Collection Phase) with results from a period of time in
which the Products are installed and have been optimized in the SWCO's network
(Performance Collection, Evaluation and Acceptance Phase) The Performance
Acceptance Procedure consists of separate tests for Analog and CDMA. [***]

2.   PRODUCT CONFIGURATION PLANNING PHASE

     2.1.  Entrance Criteria

     In order for SWCO and Supplier to configure the Product, SWCO must provide
the following specific cell site information for all sites in the Phoenix area.
The following information is required for all sites [***] in the list below,
which indicates that the information is required only for Sites where Product is
to be installed.

           2.1.1.  [***]

           2.1.2.  [***]

           2.1.3.  [***]

           2.1.4.  [***]

           2.1.5.  [***]

           2.1.6.  [***]

           2.1.7.  [***]

           2.1.8.  [***]

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           2.1.9.  [***]

           2.1.10.  [***]

           2.1.11.  [***]

           2.1.12.  [***]

     2.2.  Tasks

           Supplier and SWCO must generate Product configurations for the
           implementation of both [***] using the Products. The [***] plan will
           include recommended Product configurations [***] at each Site. The
           [***] portion will include suggested Product configurations to
           achieve [***] improvements, such configurations to be implemented in
           the future by [***] following the Performance Acceptance Procedure.
           Supplier and SWCO shall mutually agree upon and document the items in
           2.3 below.

     2.3.  Exit Criteria

           2.3.1.  [***]

           2.3.2.  [***]

           2.3.3.  [***]

           2.3.4.  [***]

           2.3.5.  [***]

           2.3.6.  [***]

3.   MEASUREMENT PROCESS

     This collection and measurement process will be followed during the
     Baseline Performance Collection Phase and the Performance, Collection,
     Evaluation and Acceptance Phase.

     3.1.  [***] Performance Measurements

           The [***] portion of the performance measurements consists of the
           following:

           3.1.1.  [***]

                   [***]

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                   [***]

           3.1.2.  Adjacent Cells [***] Lost Calls Percentage

                   In addition, the Parties agree to monitor adjacent non-
                   Product cell sites for [***] Lost Calls Percentage. [***]
                   However, if performance in adjacent sites is [***] the
                   Parties agree to [***].

           3.1.3.  [***]

                   An [***] comparison will be made using the Product. This will
                   be measured on the up-link path. A comparison for defined
                   drive test routes will be run between the Product collecting
                   [***]

                   The Product will collect signal strength measurements of
                   [***]. The [***] will be calculated as follows: the Product
                   will repetitively measure the [***]. The Product will also
                   repetitively measure the [***]. The value of [***] will then
                   be calculated and the result will be converted to dB. These
                   data points will represent the [***]. [***]

                   For post-Product [***] the Product will repetitively measure
                   the [***]. The resulting [***].

           3.1.4   SINAD Testing

                   [***]

                   [***]

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                [***] The driving of the routes, both with and without Product
                in operation, will be conducted on five (5) separate occasions
                during busy hours, matching the time of day and day of week for
                both sequence of drives.

          3.2.  [***] Performance Measurements

                The [***] portion of the Performance Acceptance Criteria
                measurements consists of the following:

                3.2.1.  [***] Dropped Calls Percentage

                        [***] dropped calls as percentage of channel element
                        assignments.

                3.2.2.  [***] Load Balancing/Blocking Reduction

                        A comparison will be made of traffic imbalance before
                        and after Product is in operation. [***]

                        To demonstrate capacity improvement, [***]

          3.3.  Data Integrity

                If upon analyzing switch statistics or other collected data, it
                becomes evident that certain data represents outlying data [***]
                Supplier will [***]

4.   BASELINE PERFORMANCE COLLECTION PHASE

     4.1.  Entrance Criteria

           Successful completion of Section 2.

     4.2.  Tasks

           Collection of measurement data for determining [***] Lost Calls
           Percentage, Adjacent Calls [***] Lost Calls Percentage, [***] Dropped
           Calls Percentage and [***] Load Balancing. Supplier will perform
           drive tests to determine the current

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           performance characteristics of the existing [***] networks, such as
           coverage and handoff performance.

     4.3.  Switch Statistics Collection

           4.3.1.  In order to collect the information necessary for the
                   evaluation, [***]

           4.3.2.  [***]

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

           4.3.4.  SWCO must collect the switch statistics and provide them to
                   Supplier on [***]

     4.4.  Exit Criteria

           Supplier and SWCO will agree in writing to the validity of baseline
           switch statistic data and drive test data.

     INSTALLATION AND COMMISSIONING PHASE

     5.1.  Entrance Criteria

           5.1.1.  Completion of Section 4.

           5.1.2.  Sign-off on Scope of Work for Product installations.

     5.2.  Tasks

           Supplier personnel will install and perform Commissioning for all the
           Products.

     5.3.  Exit Criteria

           Completion of Commissioning for all the Products.

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6.   PRODUCT OPTIMIZATION PHASE

     6.1.  Entrance Criteria

           6.1.1.  Completion of Section 5. In order for Supplier to optimize
                   the Product, SWCO must provide the following information:

                   6.1.1.1.  [***]

                   6.1.1.2.  [***]

                   6.1.1.3.  [***]

                   6.1.1.4.  [***]

     6.2.  Tasks

           Network optimization will be completed by adjusting any necessary
           parameters in the Product, switch or cell site parameters. Drive
           testing data and switch statistics will be used to monitor the
           performance of the system.

     6.3.  Exit Criteria

           Supplier determines that the Product has been properly optimized.

7.   PERFORMANCE COLLECTION, EVALUATION AND ACCEPTANCE PHASE

     7.1.  Entrance Criteria

           Completion of Section 6.

     7.2.  Tasks

           SWCO and Supplier shall collect data for the [***] Lost Calls
           Percentage, Adjacent Cells [***] Lost Calls Percentage, [***].

     7.3.  Switch Statistic Collection

           Switch statistics will be collected and analyzed using the same
           method as defined in Section 3 and the collection sampling time shall
           be mutually agreed upon. The resulting period shall constitute the
           Performance Evaluation Period.

     7.4.  [***] Drive Comparison

           [***] will be completed on a mutually agreed upon cell.

     7.5.  Exit Criteria

           The Performance Criteria is as follows:

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           7.5.1.  [***]

                   [***]

           7.5.2.  [***]

                   The post-Product average up-link [***] than the pre-Product
                   average [***].

           7.5.3.  [***]

                   The percentage of baseline data points that represent [***]
                   in the data points collected for the same drive route with
                   Product in use.

           7.5.4.  [***]

                   For similar traffic-carrying volumes at the Site, the median
                   Dropped Call Percentage with Product will be equal to or
                   better than the median Dropped Call Percentage without
                   Product.

           7.5.5.  [***]

                   For the Product Site, [***] will reduce traffic imbalance to
                   [***] This [***] will be calculated using Walsh Code Erlangs.
                   An example of the [***] is shown below.

                   [***]

                   This criterion applies to Sites whose sector antennas [***]

                   The measure for [***] will be as follows:

                   The available Walsh codes will be reduced during baseline
                   measurements and further reduced during data collection with
                   the Product. Under these conditions, the [***].

                          CONFIDENTIAL & PROPRIETARY
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<PAGE>

           7.5.6.  The execution of the Certificate of Performance Acceptance as
                   set forth herein.

8.   RESPONSIBILITIES

     8.1.  Supplier Responsibilities

           During the Performance Acceptance Procedure, Supplier agrees to
           furnish sufficient resources to perform the tests and activities as
           outlined in this Article and in the time frames established between
           SWCO and Supplier.

     8.2.  SWCO Responsibilities

           8.2.1.  During the Performance Acceptance Procedure, SWCO shall
                   attempt to [***] Changes can impact data collected during the
                   Baseline Performance Collection or during the Performance
                   Collection, Evaluation and Acceptance. SWCO shall immediately
                   inform Supplier of any such changes.

           8.2.2.  SWCO will provide sufficient network resources [***] so that
                   system performance will [***]

           8.2.3.  During the Performance Acceptance Procedure the SWCO shall
                   perform standard maintenance on all network equipment for the
                   cells in the Phoenix network. [***] These logs should contain
                   any performance affecting [***]

           8.2.4.  SWCO will provide sufficient human resources as detailed by
                   the Scope of Work

           8.2.5.  SWCO agrees to the other responsibilities as specified in
                   Sections 2, 4, 5, 6 and 7

           8.2.6.  During [***] Baseline Performance Collection and the
                   Performance Collection drive tests, all adjacent channel
                   interferers and co-channel interferers to the [***].

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<PAGE>

                               ENTIRE AGREEMENT

1.   ENTIRE AGREEMENT ENTIRE AGREEMENT

     1.1  This Agreement, together with all Orders, Articles, and subordinate
          documents incorporated by reference and all descriptions, drawings,
          specifications, and other literature published by Supplier in
          connection with or in contemplation of any Order or of this Agreement
          shall constitute the entire agreement between the Parties with respect
          to the subject matter.

     1.2  This Agreement may not be modified except by an instrument in writing
          signed by a duly authorized representative of each of the Parties.

2.   SIGNATURES

     IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their duly authorized officers or representatives.

<TABLE>
<CAPTION>
Metawave Communications Corporation              Southwestco Wireless, L.P.
                                                 by Southwestco Wireless, Inc.
                                                 its managing general partner
<S>                                             <C>

By:  /s/ W. David McCarley                       By:  /s/ Robert Hunsberger
    -------------------------------------            ------------------------------------
                (Signature)                                       (Signature)

Name:       W. David McCarley                    Name:       Robert Hunsberger
     ------------------------------------              ----------------------------------
                (Please Print)                                   (Please Print)

Title:  VP-Network                               Title:    President & CEO
      -----------------------------------              ----------------------------------
                (Please Print)                                   (Please Print)

Date:        2/18/99                             Date:    Feb. 17, 1999
     ------------------------------------             -----------------------------------
                (Please Print)                                   (Please Print)
</TABLE>



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<PAGE>

                                  SCHEDULE A

                         PRODUCTS AND RELATED SERVICES

                          DESCRIPTION AND PRICE LIST

For the purposes of uniformity and brevity, references to Agreement, Articles or
Schedules shall refer to the Agreement to which this document is Schedule A and
to the other Articles and Schedules to that Agreement. All definitions set forth
in the Agreement shall apply hereto unless otherwise expressly defined herein.
The prices included herein are for equipment installed and services performed in
the U.S.A.

1.   PRICING SUMMARY

[***]



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<PAGE>

5.   GENERAL CONDITIONS FOR ORDER

     5.1.  SWCO shall provide air time with local phone numbers at no charge and
           test mobiles at no charge, if required by Supplier.

     5.2.  If Supplier's Services are delayed for reasons beyond the control of
           Supplier, or if additional Related Services are required by SWCO, the
           Related Services shown herein shall be adjusted accordingly.

     5.3.  Towers and transmission lines to the towers, or any costs associated
           with the preparation of towers and the Site including adequate
           electrical power, are not included in the prices shown herein and are
           the responsibility of SWCO.

     5.4.  SpotLight multibeam antenna panels are included in the SpotLight
           system pricing given in Section 3 above. The mounting and physical
           and electrical connection of these antennas is the responsibility of
           the SWCO. The installation and connection of - these antennas to the
           transmission lines is not included in the system price in Section 3
           above, nor is it included in the Engineering Related Services pricing
           contained in Section 3 above.

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





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<PAGE>

                                  SCHEDULE B

                            NONDISCLOSURE AGREEMENT

                          SOUTHWESTCO WIRELESS MUTUAL

                           NON-DISCLOSURE AGREEMENT
                           ------------------------



     THIS AGREEMENT is entered into this 24th day of February, 1999 between
Southwestco Wireless Limited Partnership, a Delaware limited partnership, doing
business as Cellular One, (hereinafter "Cellular One"), having an office at
11333 North Scottsdale Road, #200, Scottsdale, Arizona 85254 and Metawave
Communications Corporation a Washington corporation, having an office at 10735
Willows Road NE, Redmond, Washington 98073.
     WHEREAS, the above parties contemplate discussions and analyses concerning
the Agreement; and
     WHEREAS, in order to facilitate such discussions and analyses, certain
confidential and proprietary, technical, financial or business information may
be disclosed between the parties;
     NOW, THEREFORE, the parties agree to the following:
     1.   The term "Information," as used in this Agreement, includes all
specifications, drawings, sketches, models, samples, reports, forecasts, current
or historical data, computer programs or documentation and all other technical,
financial or business data.
     2.  "Proprietary Information" is defined as Information which is in the
possession of the disclosing party, is not generally available to the public,
and which the disclosing party desires to protect against unrestricted
disclosure or competitive use.
     3.  All Information which is disclosed by one Party to the other Party and
which is to be protected hereunder as Proprietary Information of the disclosing
Party shall:
          (a)  if in writing or other tangible form, be conspicuously labeled as
     Proprietary, Confidential or the like at the time of delivery; and
          (b)  if oral, be identified as Proprietary prior to disclosure and be
     reduced to a writing labeled as indicated in (a) above within fifteen (15)
     business days after its disclosure.
     Either Party shall have the right to correct any inadvertent failure to
designate information as Proprietary Information by written notification as soon
as practical (but in no event later than three (3) business days) after such
error is determined. The Party receiving said notification shall, from that time
forward treat such information as Proprietary.
     4.  Subject to the provisions of paragraph 6 with respect to any
Proprietary Information, provided hereunder, the receiving Party shall, for a
period of [*] from the date of disclosure, use the same care and discretion to
limit disclosure of such Proprietary Information as it uses with similar
Proprietary Information of its own which it does not desire to disclose or
disseminate including taking steps to:






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<PAGE>

          (a)  restrict disclosure of Proprietary Information solely to its
employees, agents, advisors, consultants, contractors and/or subcontractors with
a need to know and not disclose such Proprietary Information to any other
parties; and
          (b)  advise all receiving Party employees with access to the
Proprietary Information of the obligation to protect Proprietary Information
provided hereunder and obtain the agent's, advisor's, contractor's and/or
consultant's agreement to be so bound as evidenced by their signature on the
form attached hereto as Exhibit B; and
          (c) use the Proprietary Information provided hereunder only for
purposes directly related to the Agreement and for no other purposes.
     5.  The obligations imposed upon either Party herein shall not apply to
Information whether or not designated as Proprietary:
          (a) already known by the receiving Party without an obligation of
confidentiality;
          (b) publicly known or becomes publicly known through no unauthorized
act of the receiving Party;
          (c) rightfully received from a third party without restriction and
without breach of this Agreement;
          (d) independently developed by the receiving Party without use of the
other Party's Proprietary Information and so documented;
          (e) disclosed without similar restrictions to a third party by the
Party owning the Proprietary Information;
          (f) approved in writing by the disclosing Party for disclosure;
          (g) which the receiving Party is required to disclose pursuant to a
valid order of a court or other governmental body or any political subdivision
thereof; provided, however, that the recipient of the Proprietary Information
shall first have given notice to the disclosing Party and made a reasonable
effort to obtain a protective order requiring that the Proprietary Information
and/or documents so disclosed be used only for the purposes for which the order
was issued.
     6.  Nothing contained in this Agreement shall be construed as granting or
conferring any rights by license or otherwise in any Proprietary Information
disclosed to the receiving Party.  All Proprietary Information shall remain the
property of the disclosing Party and shall be returned by the receiving Party to
the disclosing Party upon written request. If the Parties hereto decide to enter
into any licensing arrangement regarding any Proprietary Information or present
or future patent claims disclosed hereunder, it shall only be done on the basis
of a separate written agreement between them. No disclosure of any Proprietary
Information hereunder shall be construed to be a public disclosure of such
Proprietary Information by either Party for any purpose whatsoever.
     7.  The furnishing of Proprietary Information hereunder shall not obligate
either -Party to enter into any further agreement or negotiation with the other
or to refrain from entering into an agreement or negotiation with any other
Party.
     8.  In the event either Party discloses, disseminates or releases any
Proprietary Information received from the other Party, except as provided above,
such disclosure, dissemination or release will be deemed a material breach of
this Agreement and the other Party may demand prompt return of all Proprietary
Information previously provided to such Party. The provisions of this paragraph
are in addition to any other legal right or remedies the Party whose Proprietary
Information has been disclosed, disseminated or released may have under federal
or state law.
     9.  Each Party acknowledges that the unauthorized use or disclosure of a
disclosing Party's Proprietary Information would cause irreparable harm and
significant injury, the degree





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<PAGE>

of which may be difficult to ascertain.  Accordingly, each Party agrees that the
disclosing Party will have the right to obtain an immediate injunction enjoining
any breach, or threatened breach, of this Agreement, as well as the right to
pursue any and all other rights at law or equity for such a breach.
     10.  This Agreement constitutes the entire agreement between the Parties
and supersedes any prior or contemporaneous oral or written representation with
regard to the subject matter hereof. This Agreement may not be modified except
by a writing signed by both Parties.
     11.  This Agreement shall be governed by the law of the State of New York
without reference to its conflict of law rules. All actions under this Agreement
shall be brought in a court of competent subject matter jurisdiction in New York
and both Parties agree to accept the personal jurisdiction of such court.

     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
by their duly authorized representatives as of the date on the first page.

<TABLE>
<CAPTION>
Metawave Communications Corporation             Southwestco Wireless, L.P.
                                                by Southwestco Wireless, Inc.
                                                its managing general partner
<S>                                             <C>

By:  /s/ W. David McCarley                       By: /s/ Robert H. Hunsberger
   -----------------------------------------        ----------------------------------------
                (Signature)                                       (Signature)

Name:  W. David McCarley                         Name:  Robert H. Hunsberger
     ---------------------------------------          --------------------------------------
                (Please Print)                                    (Please Print)

Title:  VP-Network                               Title:  President & CEO
      --------------------------------------           -------------------------------------
                 (Please Print)                                    (Please Print)

Date:           2/18/99                          Date:      Feb. 17, 1999
     ---------------------------------------          --------------------------------------
                 (Please Print)                                   (Please Print)
</TABLE>





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<PAGE>

                                   EXHIBIT A
                                   ---------

                 ACKNOWLEDGMENT OF NON-DISCLOSURE OBLIGATIONS
                 --------------------------------------------



I have read the Non-Disclosure Agreement


dated _____________________________



between __________________________



and _______________________________

and agree to be bound by the terms and conditions therein.



___________________________________
Signature


___________________________________
Name


___________________________________
Title


___________________________________
Company





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<PAGE>

                                  SCHEDULE C

                    NON-DISCRIMINATION COMPLIANCE AGREEMENT

     To the extent that this contract is subject to them, Contractor shall
comply with the applicable provisions of the following Exec. Order No. 11246,
Exec. Order No. 11625, Exec. Order No. 12138, Exec. Order No. 11701, Exec. Order
No. 11758, Section 503 of the Rehabilitation Act of 1973, Section 402 of the
Vietnam Era Veterans' Readjustment Assistance Act of 1974 and the rules,
regulation and relevant Orders of the Secretary of Labor pertaining to the
Executive Orders and Statutes listed above. The following table describes the
clauses which are included in the contract.

<TABLE>
<CAPTION>
         ANNUAL CONTRACT VALUE        CLAUSES
         <S>                          <C>
         Under $2,500......           5*
         $2,500-$10,000....           5*8
         $10,000-$50,000...           1,2,5*,6,7,8,9
         $50,000-$500,000..           1,2,3**,4**,5,6,7,8,9
         Over $500,000.....           l,2,3**,4**,5,6,7,8,9***
</TABLE>

1.   Equal Employment Opportunity Provisions

     In accordance with executive Order 11246, dated September 24, 1965, and
Subpart 22.8 of Subchapter D of Chapter 1 of Title 48 of the Code of Federal
Regulations as may be amended from time to time, the Parties incorporate herein
by this reference the regulations and contract clauses required by those
provisions to be made a pan of government contracts and subcontracts.

2.   Certification of Non-Segregated Facilities

     The Contractor certifies that it does not and will not maintain any
facilities it provides for its employees in a segregated manner; or permit its
employees to perform their services at any location under its control where
segregated facilities are maintained and that it will obtain a similar
certification prior to the award of any nonexempt subcontract.

3.   Certification of Affirmative Action Program

     The Contractor affirms that it has developed and is maintaining an
Affirmative Action Plan as required by Subpart 22.8 of Subchapter D of Chapter I
of Title 48 of the Code of Federal Regulations.

4.   Certification of Filing of Employer Information Reports

     The Contractor agrees to file annually on or before the 31st day of March
complete and accurate reports on Standard Form 100 (EEO-l) or such forms as may
be promulgated in its place.

5.   Utilization of Small Business Concerns and Small Disadvantaged Business
     Concerns

     (a)  it is the policy of the United States that small business concerns and
small business concerns owned and controlled by socially and economically
disadvantaged individuals shall have the maximum practicable opportunity to
participate in performing contracts let by any Federal agency.

     (b)  The Contractor hereby agrees to carry out this policy in the awarding
of subcontracts to the fullest extent consistent with efficient contract
performance. The Contractor further agrees to cooperate in studies or surveys as
may be conducted by the United States Small Business Administration or the
awarding agency of the United States as may be necessary to determine the extent
of the Contractor's compliance with this clause.

     (c)  As used in this contract, the term "small business concern" shall mean
a small business as defined pursuant to section 3 of the Small Business Act and
relevant regulations promulgated pursuant thereto. The term "small business
concern owned and controlled by socially and economically disadvantaged
individuals" shall mean a small business concern.

          (1)  Which is at least 51 percent owned by one or more socially and
     economically disadvantaged individuals; or, in the case of any publicly
     owned business, at least 51 percent of the stock of which is owned by one
     or more socially and economically disadvantaged individuals; and

          (2)  Whose management and daily business operations are controlled by
     one or more of such individuals.

The Contractor shall presume that socially and economically disadvantaged
individuals include Black Americans, Hispanic Americans, Native Americans,
Asian-Pacific Americans, Asian-Indian Americans and other minorities, or any
other individual found to be disadvantaged by the Administration pursuant to
section 8(a) of the Small Business Act.





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<PAGE>

     (d)  Contractors acting in good faith may rely on written representations
by their subcontractors regarding their status as either a small business
concern or a small business concern owned and controlled by socially and
economically disadvantaged individuals.

6.   Utilization of Women-Owned Small Businesses

     (a)  "Women-owned small business," as used in this clause, means businesses
that are at least 51 percent owned by women who are United States citizens and
who also control and operate the business.

     "Control," as used in this clause, means exercising the power to make
policy decisions.

     "Operate," as used in this clause, means being actively involved in the
day-to-day management of the business.

     (b)  it is the policy of the United States that women-owned small
businesses shall have the maximum practicable opportunity to participate in
performing contracts awarded by any Federal agency.

     (c)  The Contractor agrees to use its best efforts to give women-owned
small businesses the maximum practicable opportunity to participate in the
subcontracts it awards to the fullest extent consistent with the efficient
performance of its contract.

7.   Affirmative Action for Special Disabled Veterans and Veterans of the
Vietnam Era

     In accordance with Exec. Order 11701, dated January 24, 1973, and Subpart
22.13 of Subchapter D of Chapter 1 of Title 48 of the Code of Federal
Regulations, as may be amended from time to time, the Parties incorporate herein
by this reference the regulations and contract clauses required by those
provisions to be made a part of Government contracts and subcontracts.

8.   Affirmative Action for Handicapped Workers

     In accordance with Exec. Order 11758, dated January 15, 1974, and Subpart
22.14 of Subchapter D of Chapter I of Title 48 of the Code of Federal
Regulations, as may be amended from time to time, the Parties incorporate herein
by this reference the regulations and contract clauses required by those
provisions to be made a part of Government contracts and subcontracts.

9.   Employment Reports on Special Disabled Veterans and Veterans of the Vietnam
     Era

     (a)  The contractor agrees to report at least annually, as required by the
Secretary of Labor, on:

          (1)  The number of special disable veterans and the number of veterans
     of the Vietnam era in the workforce of the contractor by job category and
     hiring location; and

          (2)  The total number of new employees hired during the period covered
     by the report, and of that total, the number of special disabled veterans,
     and the number of veterans of the Vietnam era.

     (b)  The above items shall be reported by completing the form entitled
"Federal Contractor Veterans' Employment Report VETS-100."

     (c)  Reports shall be submitted no later than March31 of each year
beginning March 31, 1988.

     (d)  The employment activity report required by paragraph (a) (2) of this
section shall reflect total hues during the most recent 12-month period as of
the ending date selected for the employment profile report required by paragraph
(a) (1) of this section.  Contractors may select an ending date: (1) as of the
end of any pay period during the period January through March 1st of the year
the report is due, or (2) as of December 31, if the contractor has previous
written approval from the Equal Employment Opportunity Commission to do so for
purposes of submitting the Employer Information Report EEO-1 (Standard Form
100).

     (e)  The count of veterans reported according to paragraph (a) above shall
be based on voluntary disclosure.  Each contractor subject to the reporting
requirements at 38 U.S.C. 2012(d) shall invite all special disabled veterans and
veterans of the Vietnam era who wish to benefit under the affirmative action
program at 38 U.S.C. 2012 to identify themselves to the contractor.  The
invitation shall state that the information is voluntarily provided, that the
information will be kept confidential, that disclosure or refusal to provide the
information will not subject the applicant or employee to any adverse treatment,
and that the information will be used only in accordance with the regulations
promulgated under 38 U.S.C. 2012.  Nothing in this paragraph (e) shall preclude
an employee from informing a contractor at a future time of his or her desire to
benefit from this program.  Nothing in this paragraph (e) shall relieve a
contractor from liability for discrimination under 38 U.S.C. 2012.

     *    Applies only if contract has further subcontracting opportunities.

     **   Applies only to businesses with 50 or more employees.

     ***  Contractor must also adopt and comply with a small business and small
disadvantaged business subcontracting plan pursuant to Title 48 of the Code of
Federal Regulations.





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<PAGE>

Certificate of Performance Acceptance (for the Products in the Initial Spectrum
                                Clearing Order)

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

--------------------------------------------------------------------------------
Test Performed                            Passed     Failed      See Comments
--------------------------------------------------------------------------------
[***]                                       [ ]        [ ]           [ ]
--------------------------------------------------------------------------------
[***]                                       [ ]        [ ]           [ ]
--------------------------------------------------------------------------------
[***]                                       [ ]        [ ]           [ ]
--------------------------------------------------------------------------------
[***]                                       [ ]        [ ]           [ ]
--------------------------------------------------------------------------------
[***]                                       [ ]        [ ]           [ ]
--------------------------------------------------------------------------------

IN WITNESS WHEREOF, Metawave Communications Corporation and SWCO certify that
the products and services have been accepted at the following cell sites on the
following dates in accordance with the terms and conditions set forth in the
Products and Services Purchase Agreement ("Agreement") dated __________ between
Metawave and SWCO, and that the services have been performed and products
perform as specified in the Agreement.

Market Name & Number: __________________    Date: ______________________________

Metawave Communications Corporation         Southwestco Wireless, L.P.
                                            by Southwestco Wireless, Inc.
                                            its managing general partner

By: ____________________________________    By: ________________________________
              (Signature)                               (Signature)

Name: __________________________________    Name: ______________________________
             (Please Print)                            (Please Print)

Title: _________________________________    Title: _____________________________
             (Please Print)                            (Please Print)

Date: __________________________________    Date: ______________________________
             (Please Print)                            (Please Print)

                                   Comments

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________



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