Exhibit
      10.D.02

    



    JOINT
      DISTRIBUTION AGREEMENT

     

    This
      Agreement is effective the 1st.
      day of
September,
      2006,
      by
      and
      between OPTICON
      SYSTEMS INC, a Delaware Company, hereinafter called "OPTICON. and ANRITSU
      CORPORATION (JAPAN) hereinafter called "ANRITSU".

     

    Whereas.
      OPTICON is a manufacturer, developer and vendor of certain software that maps
      the physical location of components within a telecommunications network (the
      "OptiCon" software); and

     

    Whereas,
      ANRITSU is a manufacturer, developer and vendor of a remote test unit that
      tests
      the integrity of a telecommunications network (the "RTU'') and software which
      controls, monitors, and integrates with the RTU (the "Questfiber" software);
      and

     

    Whereas,
      the parties have developed an interface between the OptiCon software and the
      RTU
      and Questfiber software that enables end-users to among other things, determine
      the physical location of malfunctions within a telecommunications network;
      and

    


    Whereas,
      the parties wish to enter into an agreement whereby each party will be granted
      the non-exclusive right to sell to its respective end-user customers a remote
      fiber test system that win be comprised in part or in whole of the RTU, the
      Questfiber software, and the Opticon software, together with any ancillary
      equipment as may be mutually agreed upon by the parties (collectively the
      "RFTS); and

    


    Whereas,
      the parties desire to maximize sales of the RFTS, and consequently the sale
      of
      their own individual products, by focusing their respective sales and marketing
      efforts on their existing end-user customers and new customers as may be
      identified during the term of this Agreement; and

    


    Whereas,
      to foster further efforts to increase RFTS sales, the parties by this agreement
      desire to collaborate in good faith with each other with respect to the sale
      and
      marketing of the RFTS;

     

    Now
      therefore, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, and in further consideration of the mutual
      covenants set forth herein, the parties hereto agree as follows:

     

    I NON-EXCLUSIVE
      DISTRIBUTION RIGHTS

     

    1.1
      ANRITSU GRANT TO OPTICON. ANRITSU hereby grants to OPTICON the non-exclusive
      right to market distribute, export, and sell the ANRITSU products set forth
      in
      the attached Exhibit A (the "Contractual Products) to the customers set forth
      in
      the attached Exhibit c.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    1.2
      OPTICON CABLE SYSTEM GRANT TO ANRITSU. OPTICON hereby grants to ANRITSU the
      non-exclusive right to market, distribute, export, and sell the OPTICON products
      set forth in the attached Exhibit A (the "Contractual Products”) to the
      customers set forth in the attached Exhibit B.

    


    1.3
      ADDITION TO CONTRACTUAL PRODUCTS. New products may be added to Exhibit A from
      time to time upon the mutual agreement of the parties; and after an amended
      Exhibit A is executed by duly authorized representatives of both parties, those
      products will become Contractual Products.

     

    1.4
      EXCLUSIVITY. Both parties agree not to sell, promote or distribute any third
      party products that are competitive with the Contractua1 Products directly
      manufactured by a party to the extent such products are to be used in an
      integrated RFTS. For purposes of this c1ause 1.4 only, "Contractual Products"
      shall be restricted to mean only those products that are manufactured directly
      by one of the parties. Accordingly, although a product manufactured by a third
      party may be listed as a Contractual Product on Exhibit A hereto, either party
      remains free to obtain this product from whatever source they deem appropriate
      and may further resell this product as part of an integrated RFTS.

    


    II OBLJGATIONS
      OF PARTIES

    


    2.1
      In
      addition to any other obligations or undertakings set forth herein, both parties
      agree
      to:

    


    
      	
            	(a)	
              exert
                reasonable commercial efforts to promote the sale of Contractual
                Products
                (as part of a  RFTS) to their respective customers as set forth in
                Exhibits B and C;

            


    

     

    
      	
            	(b)	
              employ
                sufficient competent and qualified personnel to carry out their
                obligations
                under this Agreement;

            


    

     

    
      	
            	(c)	
              provide
                and maintain technical and other services adequate to support fully
                the
                distribution and sales of the Contractual
                Products;

            


    

     

    
      	
            	(d)	
              provide
                each other, in writing, each month a ninety (90) day rolling forecast
                showing the Contractual Products required in each month during the
                forecast period; provided that such forecasts shall not constitute
                binding
                obligations on either party to sell or purchase the Contractual Products
                set forth in such forecasts;

            


    

     

    
      	
            	(e)	
              make
                all payments to each other in a complete and 1bnely
                manner;

            


    

     

    
      	
            	(f)	
              promptly
                investigate and .report to each other any complaints, problems or
                claims
                related to the Contractual
                Products;

            


    

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    


    
      	
            	(g)	
              provide,
                free of charge, at a mutually convenient location in the U.S., product
                training of the other's personnel to the extent then available; provided,
                however, that each party shall be responsible for all expenses incurred
                by
                its own personnel who may participate in the
                training;

            


    

     

    
      	
            	(h)	
              furnish
                to each other, free of charge, available product lists and other
                sales
                supporting information such as test data, installation instructions,
                and
                advertising material such as descriptive literature, advertising
                master
                copies and photos. During the term of this Agreement and subject
                to recall
                at any time, both parties are entitled, but not obligated, to use
                in
                advertisements for Contractual Products both the OPTICON and ANRITSU
                trademarks under due observation of the guidelines and patterns of
                both
                parties and in a form approved of by both parties beforehand. Both
                parties
                will strictly observe the guidelines and roles with respect to the
                appearance and manner of use of the OPTICON and ANRITSU trademark
                and
                trade names. Both parties acknowledge the validity of the other party's
                trademark and trade name and agree than any and all rights based
                on use
                thereof shall inure to the sole benefit of the owner. Except as expressly
                set forth in this Agreement, neither party shall make use of the
                other
                party’s trademark and trade name.

            


    

     

    III
      ORDER
      PROCEDURES, PRICES AND TERMS OF SALE

     

    3.1
      This
      Agreement does not obligate either party to purchase any volume of Contractual
      Products. In the event a party desires to purchase Contractual Products, it
      shall submit to the other a purchase order specifying the quantities of
      Contractual Products required and a requested delivery date. The party receiving
      the purchase order shall acknowledge the same within five (5) business days
      of
      receipt and shall note any exceptions regarding delivery dates and quantities
      ordered. All purchases of Contractual Products shall be upon the terms and
      conditions of sale set forth in the attached Exhibit D; conflicting or
      additional terms provided in any purchase order, order acknowledgement, or
      other
      document exchanged between the parties shall be of no effect unless specifically
      accepted in writing by a duly authorized represent1tive of both
      parties.

     

    3.2
      PRICING. Both parties shall be solely responsible for establishing the resale
      pricing of Contractual Products to their respective customers. The prices each
      party shall charge the other for its respective Contractual Products are set
      forth in the attached Exhibit A. Each party may change these prices in its
      sole
      discretion; provided, however, that any price increase shall not be effective
      for a period of ninety (90) days following written notification of the price
      increase. Each party warrants that the prices charged to the other for
      Contractual Products are no less favorable than the prices extended to any
      other
      customer purchasing Contractual Products in similar quantities under like
      circumstances.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IV
      CHANNEL CONFLICTS

    


    4.1
      In
      order to induce the other to devote the resources necessary to vigorously
      promote and sell Contractual Products, the parties agree to use commercially
      reasonable efforts to minimize channel conflicts. To that end, it is agreed
      that
      ANRITSU shall have primary responsible for selling Contractual Products (as
      pan
      of a RFTS) to the customers identified in Exhibit B. In the event that OPTICON
      receives a sale inquiry for Contractual Products (as part of a RFTS) from any
      customer listed on Exhibit B. it shall promptly refer such customer to ANRITSU
      and shall further notify ANRITSU of the sale opportunity. Similarly, it is
      agreed that OPTICON shall have primary responsible for selling Contractual
      Products (as part of a RFTS) to the customers identified in Exhibit C. In the
      event that ANRITSU receives a sale inquiry for Contractual Products (as part
      of
      a RFTS) from any customer listed on Exhibit C, it shall promptly refer such
      Customer to OPTICON and shall further notify OPTICON of the sale
      opportunity.

    


    4.1.1
      Any
      breach of the policy stated in 4.1 above will be considered a serious matter
      by
      both OPTICON and ANRITSU. Once reported in writing by either party to the other.
      the alleged offending party shall have (10) working days to offer in writing
      reasons why said reporting is not considered a violation or a fair and equitable
      mitigation of damages suffered by the offended party. Any violation by either
      party will be at the offended party’s election, just cause for immediate
      termination of this Con1raCt by the offended party.

     

    4.2
      It is
      anticipated that during the term of this Agreement the parties will identify
      new
      potential customers who are not previously set forth m the attached Exhibits
      B
      and C. The parties agree to mutually maintain a database of these potential
      new
      customers. In the event that a party enters a potential new customer on the
      database, that party shall have primary responsibility for making
      sales
      of
      Contractual Products (as part of a RFTS) to that customer, and the provision
      set
      forth above in Article 4.1 shall apply. Every six (6) months during the terms
      of
      this Agreement the parties shall update Exhibits B and C using the information
      previously stored in the database.

     

    4.3
      The
      parties agree and acknowledge that the customers identified in Exhibits B and
      C
      may desire to obtain continued maintenance and support for software supplied
      to
      the customers as part of the integrated RFI'S. To this end, these customers
      may
      desire to obtain these additional services directly from the manufacturer of
      the
      relevant software, even if that manufacturer does not have primary
      responsibility for selling Contractual Products to the customer. The parties
      agree that in such cases the manufacturer of the software may deal directly
      with
      the customer for such maintenance and support services without being in
      violation of this Agreement.

    


    V
      EXPIRATION, RENEWAL AND TERMINATION

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    5.1
      This
      Agreement will begin on ~ and be in effect twelve months thereafter. However,
      unless either Party notifies the other party in writing at least ninety (90)
      days prior to the expiration date, that the Agreement will not be renewed,
      the
      term shall automatically extend for consecutive one year periods until notice
      of
      non- renewal is given or until the Agreement is terminated pursuant
      to the provisions below.

     

    VI 
ADMINISTRATION
      OF WARRANTY CLAIMS

     

    6.1
      Both
      parties shall pass on to their respective customers the warranty and other
      terms
      and
      conditions of sale offered by the party producing or manufacturing the
      Contractual Products. The party offering the warranty shall be responsible
      for
      all repairs
      and warranty claims, and shaI1 fully defend and hold hann1ess the other
party
      for
      all claims by customers for violations of said warranty, including any warranty
      regarding patents or other inteJ1cctua1 property.

     

    VII
      CONFIDENTIALITY

     

    7.1
      The
      parties acknowledge that in the course of performing their obligations under
      this Agreement each party (the ''Disclosing party”) may disclose to the other
      (the "Recipient” information relating to its business or its subsidiaries'
      businesses. service offerings, operations, technology, customer lists, customer
      profiles, business plans, business practices, prices, products and other
      information. To be considered as Confidential Information subject to the
      protections in this Agreement, such information must be clearly designated,
      labeled or marked as confidential ("Confidential Information”). Confidential
      Information that is disclosed orally shall be identified as such at the time
      of
      disclosure and shall be confirmed in writing by the Disclosing Party within
      thirty (30) days after each disclosure by providing written notice of the same
      to the other Party.

     

    7.2
      It is
      acknowledged by the parties that a party intended to be the recipient of the
      Confidential Information will, prior to the disclosure by the other party,
      be
      afforded a reasonable opportunity to accept or decline receiving such
      Confidential Information
      and the confidentiality undertakings set forth herein shall not apply with
      respect to information disclosed after a party bas elected not to receive such
      information. For purposes of this Agreement, OPTICON hereby gives ANRITSU notice
      that it has elected NOT
      to
      receive from ANRITSU any information related to the manufacture, composition
      and/or design of fiber optic cable and related hardware and
      equipment.

     

    7.3
      Bach
      Recipient agrees that in order to protect the Confidentia11nformation of the
      Disclosing Party:

     

    (a)
      it
      will only disclose the Confidential Information to its officers, directors,
      employees, affiliate agents, represen1atives, equity owners, and advisors
      (collectively "Related Persons") who are permitted to receive it under U.S.
      law
and
      who
      actively need to review such Confidential Information in connection with this
      Agreement (it being understood that such Related Persons shall be informed
      by
      the Recipient of the confidential nature of such information and sba1l be
      directed by the Recipient to treat such information
      confidentially);

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (b)
      it
      and its Related Persons will maintain the confidentiality of the Confidential
      Information:

    


    (c)
      it
      and its Related Persons will use Confidential Information solely in connection
      with performing the Recipients obligations under this Agreement and for no
      other
      purpose;

    


    (d)
      and
      upon the Disclosing Party's written request, it and its Related Persons will
      immediately return all originals and copies of any Confidential Information
      and
      shall destroy al1 originals and copies of any notes, memoranda, summaries,
      analyses, ret1ections or derivatives, or other tangible materials (and destroy
      all electronic copies) created
      by
      it or
      its representatives related to the Confidential Information.

    


    7.4
      During the term of this Agreement and notwithstanding the other provisions
      of
      this Agreement, nothing received by the Recipient shall be construed as
      Confidential Information that (1) is now available or becomes available to
      the
      public without breach of this Agreement, (2) is released to the public in
      writing by the Disclosing Party. (3) is lawfully obtained from a third party
      without a confidentiality obligation to the Disclosing Party, (4) is known
      to
      the Recipient prior to receipt hereunder, or (5) is independently developed
      by
      the Recipient..

     

    7.5
      The
      duty to protect Confidential Information shall survive the termination or
      expiration of this Agreement for a period of two (2) years from the date of
      disclosure. Nothing in this Article shall be interpreted or construed to limit
      either party's right to perform or continue to perform its own independent
      research, development, manufacturing or marketing of any type of products or
      systems even if such research, development, manufacturing or marketing pertains
      to technology of the type that may be disclosed hereunder; provided, however,
      the foregoing sentence does not diminish the
      exclusivity provisions set forth in Article 1.4 of this Agreement.

     

    VIII
      MISCELLANEOUS TERMS

    


    7.1
      FORCE
      MAJEURE. Neither party shall be held responsible for any delay or More in
      performance to the extent such fai1ure or delay is caused by tire, strikes,
      explosions, earthquakes, floods, acts of God or other causes beyond its
      reasonable control.

    


    7.2
      INTEGRATION CLAUSE. This Agreement contains the full understanding between
      the
      parties relating to the subject matter hereof, and no further modifications
      or amendments hereto sha11 be effective unless reduced to writing and executed
      by authorized representatives of CORNING and ANRITSU.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    7.3
      ASSIGNMENT. This Agreement is non-assignable and non-transfem1ble by either
      party without the prior written consent of the other party, except that either
      party may assign its interest in the Agreement to an affiliate, by written
      notice to the other party.

    


    7.5
      DISPUTE RESOLUTION. All controversy or claim arising from or relating to this
      Agreement or the breach thereof not otherwise settled by mutual agreement
      between the parties, shall be sctt1cd by arbitration in Utica, New York, U.S.A.,
      administrated by the American Arbitration Association in accordance with its
      Commercial Arbitration Rules then in force. The arbitrator shall have the power
      to issue restraining order, both temporary and permanent, upon the showing
      of
      appropriate facts by a party requesting such relief. Judgment on the award
      may
      be entered in any court having jurisdictions thereof. This Agreement shall
      be
      construed in accordance with and governed by the laws of the State of New York
      without regard to conflicts of laws principles.

     

    7.7
      COMPLIANCE WITH LAWS. Each party warrants that in its performance of this
      Agreement it will comply with all applicable Federal, state and local laws
      and
      all applicable regulations, orders and other directives issued pursuant thereto.
      Each party shall indemnify and hold harmless the other for any expenses,
      damages, claims
      or
      losses it may incur as a result of the responsible party's failure to comply
      with any applicable taw, order or regulation.

     

    7.8
      LIMITATION OF LIABILITY: Neither party shall be liable, whether in contra~
      warranty. failure of a remedy to achieve its intended or essential purposes,
      tort (including negligence), strict liability, indemnity or any other legal
      theory, for loss of use, revenue or profit or for the costs of capital or of
      substitute use or performance or for indirect, special, liquidated, incidental,
      or consequential damages, or for any other loss or cost of a similar
      type.

    


    7.9
      COUNTERPARTS: This Agreement may be executed by facsimile and simultaneously
      in
      one or more counterparts, each of which shall be deemed an origina1, but all
      of
      which shall constitute but one and the same instrument.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
      duly authorized representatives as of the day and year set forth
      below.

     

    
      	By: /S/
              John Marshall Batton	By: /S/
              Luc Schoups	 
	
              Signature

            	
            	 
	
              Name:
                John
                Marshall Batton

            	Name: Luc
              Schoups	 
	 	 	 
	
              Title:
                President

            	Title: ASR
              General Manager	 
	 	 	 
	Date: 8/21/2006	Date: 8/24/2006	 


    

    
 

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


    EXIBIT
      A

    CONTRACTUAL
      PRODUCTS USED IN RFTS (WITH PRICES)

    


    ANRITSU
      Products and Prices Offered to OPTICON

    



    


    
      	
              MW-UXR-HW

            	
              MasterWatchTM
                UNIX Server: SUNBlade 2500 or equivalent

            	 	 
	
               

            	
              (1GB
                RAM, 40 GB Storage, 19" color LCD monitor, Solaris 8

            	 	 
	
               

            	
              or
                latest version) (Specification to change without notice)

            	
              $11.900.00

            
	
              MW-XP-SVR-HW

            	
              MasterWatchTM
                Windows XP Server: Enterprise Class Pentium

            	 	 
	
               

            	
              IV
                Server processors (3.OGhz). 2 GB RAM, 90GB storage. 19"

            	 	 
	
               

            	
              color
                LCD monitor, Windows) (Specification to change without

            	
              $10,500.00

            
	
               

            	
              notice\

            
	
              MW-UX.SW

            	
              MasterWatchTM
                UNIX Software (2..lJser)

            	
              $20,650.00

            
	
              MW-XP-SW

            	
              MasterWatchTM
                Windows XP Server Software (2.use"

            	
              $20,650.00

            
	
              MW-CL-SU

            	
              MasterWatchTM
                Client License (Single-User)

            	
              $2.100.00

            
	
              MW-CL-SU-MAP

            	
              MasterWatchTM
                Client License with mapping support (Single-User)

            	 	
              $3.500.00

            
	
              MW-NT-ORACLE

            	
              ORACLE
                for Windows XP Server

            	
              $3,500.00

            
	
              MW-UX-ORACLE

            	
              ORACLE
                for UNIX Server

            	
              $3,500.00

            
	
              MW-SNMP

            	
              SNMP
                Option for MasterWatch1ll

            	
              $3
                500.00

            
	
              MW-JAVA-MAP

            	
              JAVA
                Mapping on 5etverwith Client Acce8s

            	
              $8.400.00

            
	
              MW-MAP-DATA-US

            	
              JAVA
                Mapping data for the USA (required with JAVA MAP if in US)

            	 	
              $7,000.00

            
	
              MW-MAP-DATA-XX

            	
              Java
                Mapping Data for country XX required with JAVA MAP if

            	
            	 
	
               

            	
              Outside
                US)

            	
              
                Call
                  Factory

              

            
	
              MW-WEB-SVR

            	
              MasterWatchTM
                Webserver module

            	
              
                $5,600.00

              

            
	
               

            	
              MasterWatchTM
                Advanced Network Documentation

            	 	 
	
              MW-NDS-SVR

            	
              MasterWatchTM
                OSP Network Documentation Server

            	
              Call
                Factory

            	 
	
              MW-NDS-CL

            	
              MasterWatchTM
                OSP Network Documentation Client

            	
              call
                Factory

            	 
	
              MW-NDS-CL-RO

            	
              MasterWatchTM
                OSP Network Documentation Client. Read

            	 	 
	
               

            	
              OnIv

            	
              Call
                Factory

            	 
	
              MW-NDS-ORACLE

            	
              MasterWatchTM
                OSP Network Documentation: Oracle

            	 	 
	
               

            	
              Configuration

            	
              Can
                Factory

            	 
	
               

            	 	 	
              $0.00

            
	
               

            	
              MasterWatchTM Chassis
                and
                SW

            	 	
              $0.00

            
	
               

            	
              Xx=
                powercord option US EU UK AU IT

            	
              $0.00

            
	
              MW-RTUV-AC-XX

            	
              MasterWatchTM
                Remote Test Unit Chassis, AC power,

            	
              $5.250.00

            
	
              MW.RTUV-DC

            	
              MasterWatchTM
                Remote Tm Unit Chassis, DC power

            	
              $5-250.00

            
	
              MW-RTUV-SW

            	
              MasterWatchTM
                RTU Software (per RTU)

            	
              $1
                050.00

            
	
               

            	
              MasterWatchTM
                OTDR Module

            	 	 
	
               

            	
              cPCI
                OTDR Module

            	 	 
	
              MW-RTUV-OTDR.1335

            	
              MasterWatchTM
                OTDR Module 131Onm. 35dB Dynamic Range

            	
              $4,200.00

            
	
              MW-RTUV-OTDR.1535

            	
              MasterWatchTM
                OTDR Module 155Onm. 35dB Dynamic Range

            	
              S4,480.00

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	
              MW-RTUV-OTDR-3535

            	
              MasterWatchTM
                OTDR Module 1310/1550nm, 35dB Dynamic 

            	 
	
               

            	
              Range

            	
              $5,040.00

            
	
              MW-RTUV-OTDR-1340

            	
              MasterWatchTM
                OTDR Module 1310nm. 40dB Dynamic Range

            	
              $5
                320.00

            
	
              MW-RTUV-OTDR-1540

            	
              MasterWatchTM
                OTDR Module 15500m. 40dB Dynamic Range

            	
              $5.600.00

            
	
              MW-RTUV-QTDR.,1640

            	
              MasterWatchTM
                OTDR Module 1625nm. 40dB Dynamic Range

            	
              $6,720.00

            
	
              MW-RTUV-OTDR-3540

            	
              MasterWatchTM
                OTDR Module 131011550nm. 40c1B Dynamic

            	 
	
               

            	
              Range

            	
              $5,600.00

            
	
              MW-RTUV-OTDR-5640

            	
              MasterWatchTM
                OTDR Module 155D11625nm, 40cIB Dynamic

            	 
	
               

            	
              Range

            	
              $8.400.00

            
	
              MW-RTUV-OTDR-1343

            	
              MasterWatchTM
                TM
                OTDR Module 1310nm. 43dB Dynamic Range

            	
              $7,000.00

            
	
              MW-RTUV-OTDR-1546

            	
              MHtIIWa1M
                OTDR Module 155Onm,4QdB Dynamic Range

            	
              $7,560.00

            
	
              MW-RTUV-OTDR-3543

            	
              MasterWatchTM
                OTDR Module 1310/1550nm. dB

            	 
	
               

            	
              Dynamic
                Range

            	
              $7
                840.00

            
	
              MW-RTUV-OTDR-1643

            	
              MasterWatchTM
                OTDR Modulo 1ezenm. 43db Dynamic Range

            	
              $8
                708.00

            
	
              MW-RTUV-QTDR-5843

            	
              MasterWatchTM
                OTDR Module 155011E125nm, 43dB Dynamic

            	 
	
               

            	
              Range

            	
              $9.240.00

            
	
              MW-RTUV.OTDR-1646

            	
              MasterWatchTM
                OTDR Module 1625nm, 45dB Dynamic Range

            	
              $9,240.00

            
	
              -

            	
              Optical
                Test
                Access Unit
                (OTAU) options

            	 
	
               

            	
              External
                OTAU

            	 
	
              MN-OTAU7-WWXXY-

            	
              External
                OT,6.U where:

            	 
	
              ZZ

            	 	 
	
               

            	
              XX-Port
                Count

            	 
	
               

            	
              XX
                =
                Connector
                t

              Type
                (FO, So,
                LO, IX (LXS)J

            	 
	
               

            	
              Y""
                Connector Polish (U--Standard, A=Angled)

            	 
	
               

            	
              (ET
                E2000) Available
                at
                10" Premium

            	 
	
               

            	
              (FT
                F3000) Available at 20" P1emIum

            	 
	
               

            	
              ZZ
                .
                Power Requirement
                AC
                or DC

            	 
	
               

            	
              Note:
                1%96
                Port count
                only
                Available with IX.5
                Connector.

            	 
	
              MW-OTAU7-O4XXY-

            	
              4
                Port External OTAU DC Power

            	 
	
              DC

            	 	
              $4,760.00

            
	
              MW.OTAU7-O8Y-

            	
              8
                Port External OTAU DC Power

            	 
	
              DC

            	 	
              $6
                440.00

            
	
              MW-OTAlJ7-12XXV-

            	
              12
                Port External OTAU DC Power

            	 
	
              DC

            	 	
              $7,980-00

            
	
              MW-OTAU7-16XXY-

            	
              16
                Port External OTAU DC Power

            	 
	
              DC

            	 	
              $9,520.00

            
	
              MW-QTAU7-24XXY-

            	
              24
                Port External OTAU DC Power

            	 
	
              DC

            	 	
              $13.020.00

            
	
              MW-OTAU7-32XXY-

            	
              32
                Port External OTAU DC Power

            	
              515.400.00

            
	
              DC

            	 
	
              MW-OTAU7-36XXY-

            	
              36
                Port External OTAU DC Power

            	 
	
              DC

            	 	
              $18,800.00

            
	
              MW-OTAU7-48XXY-

            	
              48
                Port External OTAU CC Power

            	 
	
              DC

            	 	
              $18,200.00

            
	
              MW-OTAU7-SOX:XV-

            	
              60
                Port External OTAU CC Power

            	 
	
              DC

            	 	
              $21
                700.00

            
	
              MW-OTAU7.72XXY.

            	
              72
                Port External OTAU DC Power

            	 
	
              DC

            	 	
              $25
                200.00

            
	
              MW-OTAUT-96XXY-

            	
              96
                Port Ex1ema1 OTAU DC Power

            	 
	
              DC

            	 	
              $31.600.00

            
	
              MW-OTAU7-04XXY-

            	
              4
                Port External OTAU AC Power

            	 
	
              AC

            	 	
              $5.180.00

            
	
              MW-OTAU7-O8XXY
                - DC

            	
              8
                Port External OTAU AC Power

            	 
	 	 	
              $6.860.00

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
              MW-OTAU7-12XXY.

            	
              12
                Port External OTAU AC Power

            	 
	
              AC

            	 	
              $8.400.00

            
	
              MW.OTAU7-16XXY-

            	
              16
                Port External OTAU AC Power

            	 
	
              AC

            	 	
              $9,940.00

            
	
              MW-OTAU7-24XXV.

            	
              24
                Port External OTAU AC Power

            	 
	
              AC

            	 	
              $13,440.00

            
	
              MW-OTAU7-32XXY.

            	
              32
                Port External OTAU AC Power

            	 
	
              AC

            	 	
              $15.820.00

            
	
              MW-OTAU7-38XXY.

            	
              36
                Port External OTAU AC Power

            	
              517,220.00

            
	
              AC

            	 
	
              MW-OTAU7-48XXY-

            	
              48
                Port Extetn8I OTAU AC Power

            	 
	
              AC

            	 	
              $18,620.00

            
	
              MN-OTAU7-60XXY-

            	
              BO
                Port External OTAU AC Power

            	 
	
              AC

            	 	
              $22.120.00

            
	
              MW-OTAU7-72XXY.

            	
              72
                Port External OTAU AC Power

            	 
	
              AC

            	 	
              125.620.00

            
	
              MW-OTAUT-98XXY-

            	
              96
                Port External OTAU AC Power

            	 
	
              AC

            	 	
              $31
                920.00

            
	
               

            	 	
              $0.00

            
	
               

            	
              Internal
                OTAU

            	
              $0.00

            
	
              MW-OTAU8-XXYZZ

            	
              QUESTprobe
                Internal OTAU
                where:

            	 
	
               

            	
              XX
                '"
                Connector Type: FC (up to
                12
                porl8),
                SC
                (up
                to
                12
                ports),

            	 
	
               

            	
              LC,
                LX5(LX.S), ET (E2000)
                E3
                (E3000)
                Y
                =
                Connector Polish

            	 
	
               

            	
              (U--UPC,
                A=AngIed)

            	 
	
               

            	
              (ET"
                E2000) Available at
                10%
                Premium

            	 
	
               

            	
              (FT
                F3OOO) AV8I7able
                at
                20% Premium

            	
              $0.00

            
	
              MW-OTAU8-XXY04

            	
              4
                Port Internal OTAU

            	
              $4.235.00

            
	
              MW-OTAUs.-XXY08

            	
              8
                Port Internal OTAU

            	
              $5.390.00

            
	
              MW-OTAU8-XXY12

            	
              12
                Port Internal OTAU

            	
              $6,545.00

            
	
              MW-OTAU8-XXY16

            	
              16
                Port Internal OTAU

            	
              $7
                700.00

            
	
              MW-OTAU8-XXY24

            	
              24
                Port Internal OTAU

            	
              $8.855.00

            
	
               

            	
              Remote
                OTAU

            	 
	
              MW-QTAU7-WWXXY-

            	
              Extemnal
                OTAU where:

            	 
	
              ZZ.

            	 	 
	
               

            	
              WW--Port
                Count

            	 
	
               

            	
              XX
                =
                Connector Type (Fe,
                Sew
                LC, LX (LX5))

            	 
	
               

            	
              Y
                '"
                Connector Polish (U—Standard. A=AngIed)

            	 
	
               

            	
              (ET
                E2OOO) Available at
                10%
                Premium

            	 
	
               

            	
              (FT
                F3OOO) Available at 20
                "
                Premium

            	 
	
               

            	
              =
                r Requirement AC or DC

            	 
	
               

            	
              Note:
                1x96 Port count only Available With LXS
                Connector.

            	 
	
              MW.OTAU7-D4XXY-

            	
              4
                Port External OTAU DC Power

            	 
	
              DC

            	 	
              $4,760.00

            
	
              MW-OTAU7-08XXY-

            	
              8
                Port External OTAU DC Power

            	 
	
              DC

            	 	
              $8440.00

            
	
              MW-OTAU7-12XXY-

            	
              12
                Port External OTAU DC Power

            	 
	
              DC

            	 	
              $7.990.00

            
	
              MW-OTAU7-16XXY-

            	
              16
                Port External OTAU DC Power

            	 
	
              DC

            	 	
              $9.520.00

            
	
              MW-OTAU7-24XXV-

            	
              24
                Port External OTAU DC Power

            	 
	
              DC

            	 	
              $13,020.00

            
	
              MW-OTAU7-32XXY.

            	
              32
                Port External OTAU DC Power

            	 
	
              DC

            	 	
              $15,400.00

            
	
              MW-OTAU7--36XXY.

            	
              38
                Port External OTAU DC Power

            	
              $18,800.00

            
	
              DC

            	 


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
              MW.OTAU7-48XXY-

            	
              48
                Port External OTAU DC Power

            	 
	
              DC

            	 	
              $18,200.00

            
	
              MW-OTAU7.60XXY-

            	
              60
                Port External OTAU DC Power

            	 
	
              DC

            	 	
              $21700.00

            
	
              MW-OTAU7-72XXY-

            	
              72
                Port External OTAU DC Power

            	 
	
              DC

            	 	
              525.200.00

            
	
              MW-OTAU7.96XXY-

            	
              96
                Port External OTAU DC Power

            	
              $31.500.00

            
	
              DC

            	 
	
              UW.OTAU7.04XXY.

            	
              4
                Port External OTAU AC Power

            	 
	
              AC

            	 	
              $5,180.00

            
	
              MW-OTAU7-OSXXY-

            	
              8
                Port External OTAU AC Power

            	 
	
              AC

            	 	
              $8,880.00

            
	
              MN-OTAU7-12XXY.

            	
              12
                Port External OTAU AC Power

            	 
	
              AC

            	 	
              $8.400.00

            
	
              MW-OTAU7-18XXY-

            	
              16
                Port External OTAU AC Power

            	 
	
              AC

            	 	
              $9.940.00

            
	
              MW-OTAU7-24XXY.

            	
              24
                Port External OTAU AC Power

            	 
	
              AC

            	 	
              $13.440.00

            
	
              MW-OTAU7-32XXY-

            	
              32
                Port external OTAU AC Power

            	 
	
              AC

            	 	
              $15.820.00

            
	
              MW-OTAU7-.

            	
              36
                Port External OTAU AC Power

            	 
	
              AC

            	 	
              $17.220.00

            
	
              MW-OTAU7-48XXY-

            	
              48
                Port External OTAU AC Power

            	 
	
              AC

            	 	
              $18.620.00

            
	
              MW-OTAU7-60XXY-

            	
              60
                Port external OTAU AC Power

            	 
	
              AC

            	 	
              $22.120.00

            
	
              MW-OTAU7-72XXY-

            	
              72
                Port External OTAU AC Power

            	 
	
              AC

            	 	
              $25.620.00

            
	
              MW-OTAU7-98XXY-

            	
              96
                Port External OTAU AC Power

            	 
	
              AC

            	 	
              $31920.00

            
	
               

            	
              Romote
                OTAu

            	 
	
              MW.ROTAU7.

            	
              Remote
                OTAU
                Where:

            	 
	
              WWXXY-ZZ

            	
              WW.
                Port Count

            	 
	
               

            	
              XX"
                Connector Type (PC, So, LO, LX (LX.5))

            	 
	
               

            	
              (ET
                E2OOO) Avm7able
                at
                10%
                Premium

            	 
	
               

            	
              (FT
                F3000) AVlilabl8 fit
                20%
                Premium

            	 
	
               

            	
              y
                =
                Connector Polish
                (S=Standard,
                A=Angled)

            	 
	
               

            	
              ZZ
                Port Number

            	 
	
              MW-ROTAU7-04XXY-

            	
              4
                Part Remote OTAU, Serial Communication DC Power

            	 
	
              DC

            	 	
              $5.460.00

            
	
              MW-ROTAU7.08XXY-

            	
              8
                Port Remote OTAU, Serial communication DC p

            	 
	
              DC

            	 	
              $7,140.00

            
	
              MW-ROTAU7-12XXY-

            	
              12
                Port Remote OTAU, Serial Communication DC Power

            	 
	
              DC

            	 	
              $8.680.00

            
	
              MW-ROTAU7-16XXY-

            	
              18
                Port Remote OTAU. Serial Communication DC Power

            	 
	
              DC

            	 	
              $10
                220.00

            
	
              MW.ROTAU7.24XXY.

            	
              24
                Port Remote OTAU, Serial Communication DC Power

            	 
	
              DC

            	 	
              $13,720.00

            
	
              MW-ROTAU7-32XXY.

            	
              32
                Port Remote OTAU, Serial Communication DC Power

            	 
	
              DC

            	 	
              $16
                100.00

            
	
              MW-ROTAU7-48XXY.

            	
              48
                Port Remote OTAU. Serial Communication DC Power

            	 
	
              DC

            	 	
              $18,900.00

            
	
              MW-ROTAU7-04XX.V-

            	
              4
                Port Remote OTAU. Serial Communication AC Power

            	 
	
              AC

            	 	
              $5.880.00

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
              MW-ROTAU7-O8XXY-

            	
              8
                Port Remote OTAU. Serial Communication AC Power

            	 
	
              AC

            	 	
              $7,660.00

            
	
              MW-ROTAU7-12XXY-

            	
              12
                Port Remote OTAU, Serial Communication AC Power

            	
              $9,100.00

            
	
              AC

            	 
	
              MW-ROTAU7.16XXY-

            	
              16
                Port Remote OTAU. 8etia1 Communication AC Power

            	
              $10640.00

            
	
              AC

            	 
	
              MW-ROTAU7-24XXY-

            	
              24
                Port Remote OTAU. Serial Communication AC Power

            	
              $14,140.00

            
	
              AC

            	 
	
              MW.ROTAU7-32XXY-

            	
              32
                Port Remote OTAU. SeI1aI Communication AC Power

            	
              $16,520.00

            
	
              AC

            	 
	
              MW-ROTAU7-48XXY-

            	
              48
                Port Remote OTAU, Serial Communication AC Power

            	
              $19.320.00

            
	
              AC

            	 
	
               

            	
              MasterWatchTM
                Local Ace.. MtJdul8

            	 
	
              MW.LAM.DC

            	
              MasterWatchTM
                Local Access Module DC power, Display and

            	 
	
              Keyboard

            	
              $2.460.00

            
	
              MW-LAM-AC

            	
              MasterWatchTM
                Local Access Module AC power, Display and

            	
              $2.450.00

            
	
               

            	
              Keyboard

            
	
              MW-ACPWR-US

            	
              US/Japanese
                Power Cable

            	
              $7.00

            
	
              MW-ACPWR-EU

            	
              European
                Power Cable

            	
              $7.00

            
	
              MW-ACPWR-UK

            	
              UK
                Power Gable

            	
              $7.00

            
	
              MW-ACPWR-SW

            	
              Swiss
                Power Cable

            	
              $7.00

            
	
              MW-ACPWR-IT

            	
              Italian
                Power Cable

            	
              $7.00

            
	
              MW-ACFWR-AU

            	
              Australian
                Power Cable

            	
              $7.00

            
	
               

            	 	
              $0.00

            
	
               

            	
              MasterWatchTM
                Fiber Modem

            	
              $0.00

            
	
              MW-FBRMDM-1PXA

            	
              Single
                Fibermodem for RTU

            	
              $2
                196.60

            
	
              MW-F9RMDM-1PXB

            	
              Single
                Fiber Modem far Remote OTAU

            	
              52.222.50

            
	
              MW-F8RMDM-2PXA

            	
              Dual
                Fibermodem for RTU

            	
              $3,351.80

            
	
              MW-FBRMDM-2PXB

            	
              Dual
                Fiber Modem for Remote OTAU

            	
              $3,388.00

            
	
              MW-F9RMDM-3PXA

            	
              Triple
                Fibermodem for RTU

            	
              $4.812.50

            
	
              MW-FBRMDM-3PXB

            	
              Triple
                Fiber Modem for Remote OTAU

            	
              $4.868.50

            
	
              MW-FBRMDPXA

            	
              Quad
                Fibermodem for RTU

            	
              $5.957.00

            
	
              MW-FeRMDM-4PXB

            	
              Quad
                Fiber Modem for Remote OTAU

            	
              S6
                031.90

            
	
               

            	 	
              $0.00

            
	
               

            	
              MasterWatchTM
                l
                WDM ComDOnents

            	 
	
              WDM-W-XX-VYZ

            	
              WDM
                Whem:

            	 
	
               

            	
              W
                =
                Bare
                Component FU$/On Spliced
                (8$),
                Sa", Component

            	 
	
               

            	
              Connectorized
                (Be),
                Single
                in Cassette
                (CS),
                Dual In Cassette

            	 
	
               

            	
              (CD),
                Inverted WDM Fu8Jon 6pIic8d (IS1, 1nverl.sfJ WDM

            	 
	
               

            	
              Connectorized
                (/C) or Bypass
                Cassette
                (CB)

            	 
	
               

            	
              XX"
                OTDR Wavelength: 1310
                (13), 1560 (16) or 1626 (16)

            	 
	
               

            	
              YY
                ..
                Connector type: NO (no connector. Fe,
                SC,
                LC, LX

            	 
	
               

            	
              (LX.5),
                ET (E2ODO)

            	 
	
               

            	
              Z
                ..
                N
                (no
                connector), UPC (U) or APC (A)

            	 
	
               

            	 	
              $0.00

            
	
              WDM-BS-XX-VYZ

            	
              Single
                WDM. Bare Component. Fusion Splicing

            	
              $700.00

            
	
              WDM-IS-XX-VYZ

            	
              Bypass:
                Inverted WDM Bare Component. Fusion Splicing

            	
              $700.00

            
	
              WOM-BC-XX-VYZ

            	
              Single
                WDMI Bare Component Connectorized

            	
              $700.00

            
	
              WDM-IC-XX-VYZ

            	
              Bypass:
                Inverted WDM Bare Component Connectorized

            	
              $700.00

            
	
              WDM-CS-XX-VYZ

            	
              Single
                WDM in cassette

            	
              $770.00

            
	
              WDM-CD-X)(-YYZ

            	
              Dual
                WCM In Cassette

            	
              $1.470.00

            
	
              WDM-CB-XX-VYZ

            	
              Bypass:
                WDM and Inverted WDM In Cassette

            	
              $1,470.00

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
               

            	 	 	
              $0.00

            
	
               

            	
              MasterWatchTM
                Fi,tar ComDOnenla

            	 	
              $0.00

            
	
              FIL-W-XX-VYZ

            	
              Filter
                Where:

            	 	 
	
               

            	
              W""
                Sa,.
                Component Fusion Spliced
                (88).
                Bare Component

            	 	 
	
               

            	
              Connectorized
                (Be), Single in Cassette (CS), Dual in
                Casatte

            	 	 
	
               

            	
              (CD).
                or Triple in Cassette (CT)

            	 	 
	
               

            	
              Bare
                Component Connectorized: Male/Female (MF),

            	 	 
	
               

            	
              FemalelFemale
                (FF)

            	 	 
	
               

            	
              XX
                =
                131Dnm
                (13).
                1S5Dnm
                (15) 01'
                1625nm (1S)
                -
                B1ot:k

            	 	 
	
               

            	
              Wavelength

            	 	 
	
               

            	
              VY=
                Connector type: NO (no connector),
                FC,
                SC, LC, LX

            	 	 
	
               

            	
              (LX.S).
                ET (E20Q0)

            	 	 
	
               

            	
              Z'"
                N (no
                connector). UPC (U)
                or
                APC
                (A)

            	 	
              $0.00

            
	
              FIL-BS-XX-VYZ

            	
              Single
                Filter, Bare Component, Fusion Splicing

            	 	
              $665.00

            
	
              FIL-BC-XX-VYZ

            	
              Single
                Filter. Bare Component, Connectorized (Male/MaIe)

            	 	
              $665.00

            
	
              FIL-MF-XX-YVZ

            	
              Single
                Filter. Connector Embedded. Male/Female

            	 	
              $665.00

            
	
              FIL-FF--XX-
                YYZ

            	
              Single
                Filter, Connector Embedded, Fernale/Female

            	 	
              $665.00

            
	
              FIL-CS-XX-VYZ

            	
              Single
                Filter in Cassette

            	 	
              $735.00

            
	
              PIL-CD-XX-VYZ

            	
              Dual
                Filter in Cassette

            	 	
              $1400.00

            
	
              FIL-CT
                -XX-YYZ

            	
              Triple
                Filter in Cassette

            	 	
              $2.030.00

            
	
               

            	 	 	 
	
               

            	
              MasterWatchTM
                -
                Accessories

            	 	
              $0.00

            
	
              MW-SHELF-12

            	
              Mounting
                shelf for up to 12 cassettes

            	 	
              $210.00

            
	
              MWCABLEMGMT-19

            	
              Cable
                Management for 19- racks

            	 	
              $105.00

            
	
              MW-CABLEMGMT-23

            	
              CabIe
                Management for 23" R1Ck8

            	 	
              $1.OO

            
	
               

            	 	 	
               

            
	
              MW-PCORD-XX-YY-Z

            	
              PatchcoId
                where:

            	 	 
	
               

            	
              XX
                II
                Connector
                type:
                Fe.
                SC.
                LC. LX (l.X.5). ET (E2000)

            	 	 
	
               

            	
              YY"
                Connec1ortype:
                Fe,
                SC, LC, LX (LX.6), ET (E2OOO)

            	 	 
	
               

            	
              Z
                '"
                Length of Patchcord (standard
                3m, 6m
                or 9m)

            	 	
              $0-00

            
	
              MW-PCORD-XX-YY-3

            	
              3
                meter patchcord with
                'XX-
                VV
                connectors

            	 	
              $56.00

            
	
              MW-PCORD-XX-YV-6

            	
              6
                meter patchcord with XX-VY connectors

            	 	
              $63.00

            
	
              MW-PCORD-XX-VY-9

            	
              9
                meter patchcord with xx- YV connectors

            	 	
              $70.00

            
	
               

            	 	 	
              $0.00

            
	
               

            	
              Services

            	 	 
	
              MW-WWARRANTY

            	
              Hardware
                Warranty. 12 month coverage of all installed

            	 	 
	
               

            	
              hardware
                after first year

            	 	 
	
               

            	 	
              6%
                Of List Price

            
	
               

            	 	
              Hardware
                Total

            
	
              MW-SLA-STANDARD

            	
              Service
                Level Agreement - Standard Support

            	 	 
	
               

            	
              Includes:
                12 month coverage. 8/5 technical phone support

            	
              4%
                of System

            
	
               

            	 	
              Cost

            	
               

            
	
              MW-SW-

            	
              Software
                Maintenance

            	 	 
	
              MAINTENANCE

            	
              Includes:
                12 month coverage. RTU and Server software

            	
              12%
                Of Software

            
	
               

            	
              updates
                as available

            	
              Total

            	 
	
              MW-OTAU-REPAIR

            	
              OTAU
                Repair. charge not including shipping

            	
              Call
                Factory

            
	
              MW-RTU-REPAIR

            	
              RTU
                Repair. charges not Including shipping

            	
              Call
                Factory

            
	
              MW-OP-MOD-CAL

            	
              Optical
                Module Calibration. not Including shipping charges

            	
              Call
                Factory

            
	
              MW-DB-POP

            	
              Database
                Population. charges per day not including T&L

            	 	
              $1.050.00

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    
      	
              MW-ENG-SERVICES

            	
              Engineering
                Services, per day, not including travel

            	 	 
	 	 	
              $1,260.00

            
	
              MW-ON-SITE-SUPPORT

            	
              On-site
                support, per day, not including travel

            	
              $1.050.00

            
	
              MW-INSTALL-SERV

            	
              Installation
                services, per day, not including travel

            	
              $1.050.00

            
	
              MW-TRAIN-USER

            	
              MasterWatchTM.
                User Training - 10 people, 2 days

            	
              $3.150.00

            
	
              MW-TRAIN-ADMIN

            	
              MasterWatchTM.
                Administrator Training - 3 people, 2 days

            	 	
              $3,150.00

            
	
              MW-TRAIN-INSTALL

            	
              MasterWatchTM.
                Installation Training - 10 people, 2 days

            	
              $3,150.00

            
	
              MW-TSC-INSTALL

            	
              Installation
                of the Test System Controller

            	
              $2,800.00

            
	
              MW-RTU-INSTALL

            	
              Installation
                of the Remote Test Units, Cost is on a per site basis.

            	 	
              $1,400.00

            
	
              MW-WED-INSTALL

            	
              Installation
                of WDMs and Optical filters, Cost is on a per component
                basis.

            	
              $140.00

            
	
              MW-PROJ-MAN

            	
              RFTS
                Project Management (Option)

            	
              Call
                Factory

            
	
              MW-NDS-INTEGRATION

            	
              MasterWatchTM.
                Integration with Network Documentation System

            	
              Call
                Factory

            
	
              Per
                diem travel

            	
              Per
                diem rate for business related travel/Per Person/per Day 

            	 	
              $400.00

            


    

    


    OPTICON
      Products and Prices Offered to ANRITSU

    


    
      	
              SOFTWARE:

            	 	 	 
	
              Opticon
                Network Manager Read-Write Access

            	
              ONM-FMS

            	 	
              Each
                $19,200 (per client computer installatio)

            
	
              Opticon
                Network Manager Read-Only Licenses

            	
              ONM-FMS-RO

            	 	
              $3,600.00
                each

            
	 	 	 	 


    

    


    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     

    


    
      	 	 	 	 
	
              Services

            	 	 	 
	 	 	 	 
	
              Opticon
                Data Services

            	
              ONM-ES-401

            	
              TBD*

            	 
	
              1
                Year Additional Maintenance

            	
              ONM-MAINT-1

            	
              15%
                of system cost

            	 
	
              2
                Year Additional Maintenance

            	
              ONM-MAINT-2

            	
              27%
                of system cost

            	 
	
              3
                Year Additional Maintenance

            	
              ONM-MAINT-3

            	
              36%
                of system cost

            	 
	
              Basic
                Opticon network Manager Training, at customer site

            	
              ONM-TRAIN-BC

            	
              $1,500.00
                plus travel expenses

            	 
	
              Advanced
                OptiCon Network manager Training at Customer Site

            	
              ONM-TRAIN-AC

            	 	
              $1,000.00
                per day plus travel

            
	
              Process
                Analysis Design Services

            	
              ONM-ES-402

            	 	
              Per
                diem rate*

            
	
              Other

            	 	 	 
	
              Personal
                Oracle

            	
              ONM-ORP

            	 	
              360.

            
	
              Standard
                Oracle Client Licenses (1 to 5 named users)

            	
              ONM-ORW-05

            	 	
              1,250.00

            
	
              Standard
                Oracle Client Licenses (to every named user over 5)

            	
              ONM-ORS

            	 	
              240.00

            
	
              MapInfo
                GIS Client License

            	
              ONM-MAP

            	 	
              1,125.00

            
	
              MapInfo
                StreetInfo Map Data (Standard US territory)

            	
              ONM-STR-US

            	 	
              750.00

            
	
              MapInfo
                StreetPro Map Data (Non-Standard Data)

            	
              ONM-MAP-SPXX-YY

            	 	
              TBD*

            


    


    General
      notes on OPTICON products offered to ANRITSU:

    .
      The
      price of add-on user licenses varies based on the number of users already owned
      and
      therefore must be configured on a case by case basis.

    .
      Data
      services projects require a scope evaluation to determine the price and the
      time
requirements
      to deliver an accurate, comprehensive database for use within OptiCon
Network
      Manager.

    .
      Any
      non-standard services. i.e. services such as network walkouts which are not
      covered
      under a maintenance agreement or other service offering, will be charged a
      per
      diem
      rate plus expenses for travel and living.

    .
      Pricing
      for any non-standard street data product will depend on the detail required
      and
      the
      geographical area encompassed.

    .
      For
      add-on users the nomenclature for the part number designation is
      ONM-XWYY-MAP.UZZ
      where YY
      represents the number of licenses to be added to the existing system
configuration
      ZZ
      represents the number of current licenses the existing system
      configuration.
      For
      MapInfo StreetPro Map Data the nomenclature for the part number designation
      is
ONM.MAP.SPXX.YY
      where.
      XX
      represents the number of user licenses YY represents the area covered, (e.g.
      ST
      for a single state, US for the entire United States)

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      D

    Terms
      and
      Conditions of Sale for Contractual Products

     

    1.
      The
      following are the terms and conditions of sale that will apply to the sale
      of
      Cont:ractua1 Products by and between ANRITSU and OPTICON; such sates to be
      made
      in accordance with the Joint Distribution Agreement between the parties. As
      used. herein, "Buyer" refers to the party purchasing Contractual Products,
      while
      "Supplier" refers to the party selling the Contractual Products. Accordingly,
      Buyer and Supplier may refer alternatively to ON ANRITSU and OPTICQN, depending
      on the circumstances.

    


    2.
      The
      prices for Contractual Products are set forth in Exhibit A. Prices are exclusive
      of all taxes. duties and charges imposed by any federal, state or local
      governmental or taxing authority, excluding, however, all franchise taxes or
      taxes based upon the income of Supplier. Taxes and charges for which Buyer
      is
      responsible shall appear as a separate line item on Supplier's
      invoice.

    


    3.Supplier
      :May only issue an invoice after the Contractual Products at issue have been
      shipped by Supplier. An invoices and packing lists shall reference the
      associated Purchase Order. Payment will be net thirty (30) days from the date
      of
      Supplier's invoice.

    


    4.
      DELIVERY TERMS: Supplier shall at its sole expense package, label and handle
      all
      Con1ractual Products so as to protect them from reasonable Joss or damage during
      shipment and while in storage. Buyer shall specify the delivery destination
      in
      its Purchase Order. Products shall be sold to Buyer F.O.B. origin. Delivery
      shall be complete upon transfer of possession to common carrier, FOB origin,
      whereupon title and all risk or loss, damage or destruction to the Products
      shall pass to Buyer. In the absence of specific instructions by Buyer, the
      carrier win be selected by Supplier. In no event shall Supplier be liable for
      any delay in delivery by the camer, nor shall the carrier be deemed an agent
      of
      Supplier. Buyer shall bear the expense of transporting the Products to the
      delivery destination, including any shipping, storage, loading, unloading,
      freight, insurance or other expense of transportation; provided, however, that
      Supplier shall prepay all such expenses and reflect the same as a separate
      line
      item on the applicable invoice.

    


    5.
      INDEMNITY: Supplier shall indemnify Buyer for sums which Buyer shall become
      obligated to pay any third party by reason of Buyer's liability imposed by
      law
      for (a) bodily injury, including death, or (b) physical injury to or destruction
      of tangible property, in either event to the extent directly caused by defects
      in Contractua1 Products sold by Supplier or Supplier's negligence. However.
      in
      the event any claim for which Supplier is responsible is caused by the
      negligence of both Buyer and Supplier, Supplier shall be responsible for only
      that portion of the claim equal to the percentage of the total fault for any
      claims or demands against Buyer for which Supplier is responsible
      hereunder.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    6.
      LIMITATION OF LIABILITY: Neither Supplier, nor its suppliers, shall be liable,
      whether in contract, warranty, failure of a remedy to achieve its intended
      or
      essential purposes, tort (including negligence), strict liability, indemnity
      or
      any other legal theory, for loss of use, revenue or profit, or for the costs
      of
      capital or of substitute use or performance, or for indirect, special,
      liquidated, incidental, or consequential damages, or for any other loss or
      cost
      of a similar type, or for claims by Buyer for damages of Buyer's customers.
      The
      Supplier's maximum liability under this Agreement shall be the purchase price
      of
      the Contractual Product giving rise to a claim. Buyer and Supplier agree that
      the exclusions and limitations set forth in this section are separate and
      independent from any other remedies that Buyer may have.

    


    7.
      FORCE
      MAJEURE: If Supplier suffers a delay in performance due to any cause beyond
      Supplier's reasonable control, the time for Supplier's performance shall be
      extended a period of time equal to the period of delay and its consequences.
      Supplier will give Buyer written notice within a reasonable time after Supplier
      becomes aware of such delay.

    


    8.
      USE OF
      SUPPLIER'S PRODUCT LITERATURE: Supplier hereby grants to Buyer a non-exclusive,
      non-transferable license to reproduce, modify and distribute certain Supplier
      literature and material as provided in Article 2.1(i) of the Joint Distribution
      Agreement. Buyer hereby assumes all liability for any problems or issues arising
      out of or related to the reproduction. modification or distribution of the
      literature and further agrees to indemnify Supplier from and against any claims
      by third party's based on the reproduction modification or distribution of
      the
      literature. Buyer further agrees that the literature will only be used in
      connection with Supplier's Contractual Products, and shall not be used in
      connection with products manufactured by other suppliers.

    


    9.
      PRODUCT LABELING: Supplier sha111abe1 all Conttactua1 Products with Buyer's
      logo/labels, said labels to be procured by Supplier from sources identified
      as
      suitable by Buyer, and for which Buyer shall pay the actual cost as billed
      by
      Supplier. Except for the required UL label that bears the manufacturer's name
      and serial number, Supplier shall not place its own label or logo on the
      Contractual Products, nor shall it ship with any Contractual Products any other
      extraneous literature, documents or information of any kind without the prior
      written approval of Buyer. Supplier undertakes and agrees to use Buyer's product
      label or logo only on or in connection with Contractual Products manufactured
      in
      strict accordance with the agreed upon specifications. Upon the termination
      or
      expiration of this Agreement, Supplier agrees to either destroy or return to
      Buyer at Buyer's direction, any packaging material, labels or logos of the
      Buyer
      within the Seller's possession, custody or control.

    


    10.
      EXPORT: The Contractual Products may be subject to U.S. government export
controls
      and regulations and export may require a validated export license. Buyer
agrees
      to
      abide by and assist Supplier in complying with any such export controls and
      regulations.

    


    11.
      RELA
      TIONSIDP: The relationship created by the Joint Distribution Agreement is that
      of independent vendor and vendee, and does not constitute a grant by Supplier
      of
      a franchise to Buyer 01.' the creation of any agency or joint venture or
      partnership relationship between the parties. and no franchise statute. law,
      regulation or rule shall be deemed or construed to apply to the formation,
      operation, administration, expiration
      or termination of the Joint Distribution Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      B

    


    General
      notes on OPTICON products offered to ANRITSU:

    .
      The
      price of add-on user licenses varies based on the number of users already owned
      and
      therefore must be configured on a case by case basis. 

    .
      Data
      services projects require a scope evaluation to determine the price and the
      time
      requirements to deliver an accurate, comprehensive data
      set for
      use
      within OptiCon Network Manager.

    Any
      non-standard services, i.e. services such as network walkouts which are not
      covered
      under a maintenance agreement or other service offering, will be charged a
      per
      diem rate plus expenses for travel and living, Pricing
      for any non-standard street data product will depend on the detail required
      and
      the
      geographical area encompassed.

    For
      add-on users the nomenclature for the part number designation is ONM-XWY¥-
MAP-UZZ
      where )0
      YY
      represents the number of licenses to be added to the existing system
configuration
      »
ZZ
      represents the number of current licenses the existing system
      configuration.
      For
      MapInfo StreetPro Map Data the nomenclature for the part number designation
      is
      ONM-MAP-SPXX.YY where.
      XX
      represents the number of user licenses.
      YY
      represents the area covered, (e.g. ST for a single state, US for the entire
      United
      States)

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    EXHIBIT
      C

    Terms
      and
      Conditions of Sale for Contractual Products

    


    1.
      The
      following are the terms and conditions of sale that will apply to the sale
      of
      Contractual Products by and between ANRITSU and OPTICON; such sales to be made
      in accordance with the Joint Distribution Agreement between the parties. As
      used
      herein, ''Buyer'' terms to the party purchasing Contractual Products, while
      "Supplier" refers to the party selling the Contractual Products. Accordingly,
      Buyer and Supplier may refer alternatively to ANRITSU INSTRUMENTS COMPANY and
      OPTICON, depending on the circumstances.

     

    2.
      The
      prices for Contractual Products are set forth in Exhibit A. Prices are exclusive
      of al11axes, duties and charges imposed by any federal, state or local
      governmental or taxing authority, exclusive however, all franchise taxes or
      taxes based upon the income of Supplier. Taxes and charges for which Buyer
      is
      responsible shall appear as a separate line item on Supplier's
      invoice.

    


    5. Supplier
      may only issue an invoice after the Contractual Products at issue
      have

    been
      shipped by Supplier. All invoices and packing lists shall reference the
      associated Purchase Order. Payment will be net thirty (30) days from the date
      of
      Supplier's invoice.

    


    6.
      DELIVERY TERMS: Supplier shall at its sole expense package, label and handle
      all
      Contractua1 Products so as to protect them from reasonable loss or damage during
      shipment and while in storage. Buyer shall specify the delivery destination
      in
      its Purchase Order. Products shall be sold to Buyer F.O.B. origin. Delivery
      shall be complete upon transfer of possession to common carrier. FOB origin,
      whereupon title and all risk of loss, damage or destruction to the Products
      sba11 pass to Buyer. In the absence of specific instructions by Buyer, the
      carrier will be selected by Supplier. In no event shall Supplier be liable
      for
      any delay in delivery by the carrier, nor shall the carrier be deemed an agent
      of Supplier. Buyer shall bear the expense of transporting the Products to the
      delivery destination, including any shipping, storage, loading, unloading,
      freight, insurance or other expense of transportation; provided, however, that
      Supplier shall prepay all expenses and reflect the same as a separate line
      item
      on the applicable invoice.

    


    7.
      INDEMNITY: Supplier shall indemnify Buyer for sums which Buyer shall become
      obligated to pay any third party by reason of Buyer's liability imposed by
      law
      for (a) bodily injury, including death, or (b) physical injury to or destruction
      of tangible property, in either event to the extent directly caused by defects
      in Contractual Products sold by Supplier or Supplier's negligence. However,
      in
      the event any claim for which Supplier is responsible is caused by the
      negligence of both Buyer and Supplier. Supplier shall be responsible for only
      that portion of the claim equal to the percentage of the total fault for any
      claims or demands
      against
      Buyer for which Supplier is responsible hereunder.

    


    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    6.
      LIMITATION OF LIABILITY: Neither Supplier, nor its suppliers, shall be liable,
      whether in contract, warranty, failure of a remedy to achieve its intended
      or
      essential purposes, tort (including negligence), strict liability, indemnity
      or
      any other legal theory, for loss of use, revenue or profit, or for the costs
      of
      capital or of substitute use or performance, or for indirect special,
      liquidated, incidental, or consequential damages, or for any other loss or
      cost
      of a similar type, or for claims by Buyer for damages of Buyer's customers.
      The
      Supplier's maximum liability under this Agreement shall be the purchase price
      of
      the Contractual Product giving rise to a claim. Buyer and Supplier agree that
      the exclusions and limitations set forth in this section are separate and
      independent from any other remedies that Buyer may have.

     

    7.
      FORCE
      MAJEURE: If Supplier suffers a delay in performance due to any cause beyond
      Supplier's reasonable control, the time for Supplier's performance shall be
      extended a period of time equal to the period of delay and its consequences.
      Supplier will give Buyer written notice within a reasonable time after Supplier
      becomes aware of such delay.

    


    8.
      USE OF
      SUPPLIER'S PRODUCT UTERATURE: Supplier hereby grants to Buyer a non-exclusive,
      non-transferable license to reproduce, modify and distribute certain Supplier
      literature and material as provided in Article 2.1 (i) of the Joint Distribution
      Agreement. Buyer hereby assumes all liability for any problems or issues arising
      out of or related to the reproduction, modification or distribution of the
      literature and further agrees to indemnify Supplier from and against any claims
      by third parties based on the reproduction, modification or distribution of
      the
      literature. Buyer further agrees that the literature will only be used in
      connection with Supplier's Contractual Products, and sba1l not be used in
      connection with products manufactured by other suppliers.

    


    9.
      PRODUCT LABEUNG: Supplier shall label all Contractual Products with Buyer's
      logo/Label said labels to be produced by Supplier from sources identified as
      suitable by Buyer, and for which Buyer shall pay the actual cost as billed
      by
      Supplier. Except for the required UL label that bears the manufacturer's name
      and serial number, Supplier shall not place its own label or logo OD the
      Contractual Products, nor shall it ship with any Contractual Products any other
      extraneous literature, documents or information of any kind without the prior
      written approval of Buyer. Supplier undertakes and agrees to use Buyer's product
      label or logo only on or in connection with Contractual Products manufactured
      in
      strict accordance with the agreed upon specifications. Upon the termination
      or
      expiration of this Agreement, Supplier agrees to either destroy or return to
      Buyer, at Buyer's direction, any packaging material, labels or logos of the
      Buyer within the Seller's possession, custody or control.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    U.
      EXPORT: Buyer shall comply with all requirements of the U.S. Export Administration
      Regulations. Customer shall not export or re-export technical data or
      goods
      supplied by Supplier, directly or through others, without a valid license for
      any Product or destination for which a license is required, or to the proscribed
      countries or foreign nationals of those countries and/or denied parties listed
      in Sections 746, 764 and associated or successor sections of the U, S, Export
      Administration Regulations unless properly authorized by the U. S.
      Government.

    


    13.
      RELATIONSHIP: The relationship created by the Joint Distribution Agreement
      is
      that of independent vendor and vendee, and does not constitute a grant by
      Supplier of a franchise to Buyer or the creation of any agency or joint venture
      or partnership relationship between the parties, and no franchise statute.
      law,
      regulation or role shall be deemed or construed to apply to the formation,
      operation, administration. expiration or termination of the Joint Distribution
      Agreement.