<PAGE>

                                                                    Exhibit 10.3

Note: Portions of this exhibit indicated by "[*]" are subject to a confidential
treatment request, and have been omitted from this exhibit. Complete,
unredacted copies of this exhibit have been filed with the Securities and
Exchange Commission as part of this Company's confidential treatment request.


                     CONTRACT FOR THE ENGINEERING, PROJECT
                 MANAGEMENT, FACTORY INSPECTION, TRAINING AND
                     TECHNICAL ASSISTANCE SERVICES FOR THE
                   ESTABLISHMENT OF A WIRELESS ACCESS SYSTEM



                        AZ COMMUNICATIONS NETWORK, INC.



                                    - and -



                        AIRSPAN COMMUNICATIONS LIMITED



                               October 25, 1999


                            CONTRACT NO. CN99-002/S

                                       1
<PAGE>

                               TABLE OF CONTENTS


                    SECTION 1      DEFINITIONS

                    SECTION 2      SCOPE OF THE CONTRACT

                    SECTION 3      SERVICES TO BE RENDERED BY ACL

                    SECTION 4      SERVICES TO BE RENDERED BY AZCOM

                    SECTION 5      PRICE

                    SECTION 6      TERMS OF PAYMENT

                    SECTION 7      SCHEDULE

                    SECTION 8      ACCEPTANCE

                    SECTION 9      CONFIDENTIALITY AND USE
                                   OF INFORMATION

                    SECTION 10     LIQUIDATED DAMAGES

                    SECTION 11     LIMITATION OF LIABILITY

                    SECTION 12     FORCE MAJEURE

                    SECTION 13     CHANGES

                    SECTION 14     APPLICABLE DOCUMENTS

                                       2
<PAGE>

                    SECTION 15     ORDER OF PRECEDENCE

                    SECTION 16     SEVERABILITY

                    SECTION 17     SUCCESSION AND ASSIGNMENT

                    SECTION 18     TERMINATION

                    SECTION 19     ARBITRATION

                    SECTION 20     INTERPRETATION

                    SECTION 21     ADDRESSES

                    SECTION 22     EXECUTION IN COUNTERPARTS

                    SECTION 23     EFFECTIVITY OF THE CONTRACT

                                      ***

                                       3
<PAGE>

This Contract For The Engineering, Project Management, Factory Inspection,
Training and Technical Assistance Services For The Establishment of a Wireless
Access System is entered into this 25/th/ day of October 1999 between the
following parties:


     AZ COMMUNICATIONS NETWORK, INCORPORATED, a corporation organized and
     existing under the laws of the Republic of the Philippines and having its
     principal office in 8/th/ Floor DPC Place, 2322 Chino Roces Avenue, Makati
                         ------------------------------------------------------
     City, Philippines, represented in this act by its Director for Engineering,
     ------------------
     Felizardo P. dela Merced, and hereinafter referred to as "AZCOM";


                                   - a n d -


     AIRSPAN COMMUNICATIONS LIMITED, a corporation organized and existing under
     the laws of the United Kingdom and having its registered address at
     Cambridge House, Oxford Road, Uxbridge Middlesex, UB8, 1UN, United Kingdom,
     ---------------------------------------------------------------------------
     represented in this act by Henrik Smith-Petersen, Regional Sales Vice
     President, and hereinafter referred to as "ACL".


     (AZCOM and ACL may be individually referred to as a "Party" and
     collectively the "Parties")

WHEREAS, ACL has represented itself to be a qualified and reliable provider of
services needed by AZCOM for the engineering, project management, factory
inspection, training and technical assistance services, for the establishment of
Wireless Access System Network and has offered to supply the same to AZCOM.

WHEREAS, AZCOM is the holder of a valid franchise issued by the Congress of the
Republic of the Philippines and is duly authorized to provide telecommunications
services throughout the Philippines.

WHEREAS, pursuant to its authority to provide telecommunications services, AZCOM
has expressed its desire to acquire a wireless access system as contemplated by
this Contract.

WHEREAS, AZCOM is interested in acquiring the said services offered by ACL for
the said Project.

WHEREAS, ACL has agreed to provide, and AZCOM is willing to purchase the said
services under such terms and conditions mutually agreeable to the Parties.


NOW, THEREFORE, for and in consideration of the foregoing, this Contract is
entered into under the following terms and conditions:

                                       4
<PAGE>

1    DEFINITIONS
     -----------

     For purposes of this Contract, the following terms shall have the meanings
     indicated and the plural form of any term defined herein in the singular
     shall merely express the grammatical plural of that defined term:

     "Contract"                    refers to this Contract For The Engineering,
                                   Project Management, Factory Inspection,
                                   Training and Technical Assistance Services
                                   For The Establishment of a Wireless Access
                                   System together with its annexes and the
                                   other documents specifically considered its
                                   integral parts.

     "Acceptance Test Program"     refers to the series of steps to be taken in
                                   conducting the necessary tests and inspection
                                   of a System to verify its compliance with the
                                   Specifications, as determined by AZCOM.

     "Cell Site"                   refers to the area of coverage around a base
                                   station wherein it can provide reliable
                                   service in accordance with the
                                   Specifications.

     "Equipment"                   refers to the equipment i.e., Wireless Access
                                   System (WAS) Equipment, including base
                                   stations, subscriber terminals, RF and indoor
                                   units, antennas and feeders, and other
                                   related installation materials as described
                                   in Annex A, which ACL is required to deliver
                                   under this Contract, and to install, test and
                                   commission under the Services Contract.

     "System Acceptance"           refers to the issuance of a System Acceptance
                                   certificate by AZCOM after the completion of
                                   the System Acceptance Test to certify that
                                   the System installed by ACL fully complies
                                   with the Specifications.

     "System Acceptance Test"      refers to test conducted by AZCOM in
                                   accordance to an agreed Acceptance Test
                                   Program to determine if the System installed
                                   fully complies with the Specifications.

     "Network"                     refers to the complete point-to-point or
                                   point-to-multipoint configuration of the
                                   Equipment configured in accordance with the
                                   Specifications to provide the WAS; it shall
                                   be composed of multiple Systems.

     "Price"                       refers to the total price to be paid by AZCOM
                                   to ACL in consideration for the complete and
                                   faithful performance by ACL of its duties and
                                   responsibilities under this Contract.

     "Project"                     refers to the undertaking or activity subject
                                   of this Contract and the Services Contract.

                                       5
<PAGE>

     "Schedule"                    refers to the timetable describing the
                                   activities and the period within which to
                                   complete each and every System, the Network
                                   and the Project, as described in Annex B.

     "Supply Contract"             refers to Contract No. CN99-002 between AZCOM
                                   and ACL dated October 25, 1999, for the sale
                                   and purchase of equipment and ancillary
                                   facilities for the establishment of a
                                   wireless access system.

     "Spares"                      refers to the items or materials to be used
                                   as replacement or reserve for maintenance
                                   purposes of the Equipment during and after
                                   the Warranty Period, which shall likewise be
                                   subject to acceptance testing.

     "Specifications"              refers to the technical specifications of the
                                   Equipment as described in the Protocol (Annex
                                   B).

     "System"                      refers to a part or segment of the Network,
                                   which can be put into workable commercial
                                   operation. Each system shall be comprised of
                                   a base station, subscriber terminals, network
                                   management station, antennae, radio frequency
                                   amplifiers and other related equipment to
                                   complete point-to-point or point-to-
                                   multipoint connectivity under a single Cell
                                   Site.

     "Warranty Period"             refers to the period of time from System
                                   Acceptance up to 18 months thereafter. The
                                   Warranty Period shall be extended when the
                                   requirements of the performance monitoring as
                                   described in Annex B are not met.

     "Work"                        refers to all the services to be performed by
                                   ACL under the Contract.

                                       6
<PAGE>

2    SCOPE OF THE CONTRACT
     ---------------------

     2.1  ACL undertakes to provide the complete engineering, installation and
          commissioning, project management, factory inspection, training and
          technical assistance services and the other services stipulated in
          this Contract, and takes full responsibility of ensuring that the
          System shall comply in all respects with the Specifications.

     2.2  In consideration for the performance by ACL of its obligations under
          this Contract, AZCOM shall pay ACL the Price in accordance with the
          terms of payment described in Section 6 hereof.

3    SERVICES TO BE RENDERED BY ACL
     ------------------------------

     ACL shall perform the following services:

     3.1  Engineering Design

          3.1.1  ACL shall undertake the design and engineering of the complete
                 network and other associated installation and erection
                 materials to be established in accordance with the
                 Specifications and shall assume full and overall responsibility
                 over the System in regard to:

                 -    engineering and operational consistency

                 -    functional integration of the network

                 -    operational and functional interconnection with AZCOM's
                      frame relay network

          3.1.2  The design or engineering services shall include the following
                 activities:

                 -    site survey

                 -    preparation of plans, such as, installation  drawings,
                      system description, etc.

                 -    radio frequency planning and management

                 -    detailed engineering

          3.1.3  Prior to the installation of the Equipment, the detailed
                 working plans shall be submitted by ACL to AZCOM, except for
                 the first five (5) sites, one (1) week prior to the start of
                 the installation for its comments or concurrence.
                 Notwithstanding any comments made by AZCOM on the said plans,
                 the responsibility of accomplishing the objectives of the
                 Project shall remain with ACL.

                                       7
<PAGE>

     3.2  Installation and Commissioning

          3.2.4  ACL shall perform the installation work in accordance with the
                 installation plan as agreed with AZCOM.

          3.2.5  ACL shall provide the necessary personnel with knowledge and
                 skill in the installation of telecommunication equipment.

          3.2.6  ACL shall provide the installation and test personnel for the
                 entire period of the Project in accordance with the agreed
                 Schedule.

          3.2.7  The installation of the Equipment shall be undertaken in
                 accordance with the installation documents, the appropriate
                 Philippine government regulations, and the instructions of ACL.
                 The comments or recommendations of AZCOM on the installation
                 shall be taken into consideration by ACL as much as possible.

                         The installation shall include, but not be limited to
                         the following.- Mechanical installation of the System

                         -    Interconnection of the Equipment and internal
                              cabling
                         -    Interconnection of the Equipment to power supply
                              and ground terminals
                         -    Interconnection to AZCOM's network
                         -    Termination to MDF/DDF

          3.2.8  The Equipment shall be tested after its installation. The
                 quantity and type of measurement shall be agreed upon by the
                 parties prior to the measuring activities and shall be stated
                 in the Acceptance Test Program.

     3.3  Project Management

          3.3.1  ACL shall provide, during the entire period of the Project, the
                 personnel who will coordinate with AZCOM in the performance of
                 its planning, engineering, installation, testing and
                 commissioning services.

          3.3.2  ACL shall arrange the time schedule of the performance of its
                 services and inform AZCOM immediately of any changes in the
                 said schedule. ACL shall coordinate with AZCOM on matters
                 regarding shipment, availability of installation and testing
                 personnel, tools, test equipment, vehicles and the on-time
                 availability of the building and power supply equipment.

          3.3.3  ACL shall submit, except for the first five (5) sites, a weekly
                 report of its accomplishments to AZCOM using a format to be
                 agreed upon by the parties at least one (1) month before the
                 start of the installation.

                                       8
<PAGE>

     3.4  Installation Planning

          3.4.1  ACL shall supply all the documents needed for the installation,
                 testing and maintenance, and whatever information that may be
                 essential for the proper installation of the Equipment. All the
                 said documents shall be written in the English language.

          3.4.2  The documents to be provided by ACL for each station/switch
                 location shall include, but not be limited to, the following:

                         -    Equipment layout plans
                         -    Floor layout plans
                         -    MDF/DDF and terminal block wiring plans
                         -    Network configuration plan
                         -    Power distribution plans
                         -    Cabling plans
                         -    Grounding plans
                         -    Installation instructions
                         -    Interface configuration

          3.4.3  ACL shall deliver the plans and drawings to AZCOM before the
                 commencement of the installation work. A prerequisite for the
                 installation planning is the punctual delivery of the building
                 plans by AZCOM.

     3.5  Submission of Installation Documents

          ACL shall submit the installation documents to AZCOM for its comments
          or concurrence, except for the first five (5) sites, one (1) week
          prior to the start of the installation as stated in the installation
          schedule. Notwithstanding any comments made by AZCOM in the said plan,
          the responsibility of accomplishing the objectives of the Project
          shall remain with ACL.

     3.6  ACL's Personnel

          3.6.1  ACL shall provide sufficient and qualified manpower to carry
                 out the Work within the period stated in Annex B.

          3.6.2  ACL shall replace any of its personnel whom AZCOM may consider
                 undesirable.

          3.6.3  No employer-employee relationship shall exist between AZCOM and
                 ACL's personnel, it being clearly understood that the said
                 personnel are the employees of ACL.

     3.7  Tools and Test Equipment

          3.7.1  ACL shall make available the quantity and types of tools and
                 test equipment

                                       9
<PAGE>

                 needed for the testing and acceptance work to be done under
                 this Contract. This excludes specialized tools and equipment
                 required by AZCOM to perform Performance Monitoring.

          3.7.2  All the costs and expenses, including customs duties and re-
                 export bond, which may be incurred in connection with the re-
                 export of the tools and test equipment to their place of origin
                 shall be for the account of ACL.

     3.8  Training Courses

          ACL shall provide training to AZCOM's personnel in accordance with
          Annex B.

     3.9  Technical Assistance

          ACL shall provide technical assistance service during the Warranty
          Period, as described in Annex B.

     3.10 Inland Transportation and Warehousing

          ACL shall bear the cost of warehousing, unloading, loading and
          transportation to the Job Site(s) of the Equipment as provided for
          under this Contract.

     3.11 Other Services

          ACL shall provide all the other services stipulated in this Contract.


4    SERVICES TO BE RENDERED BY AZCOM
     --------------------------------

     AZCOM shall provide the drawings of the equipment room which may be
     necessary for the installation design of the Equipment. AZCOM shall provide
     the technically-clarified design drawings of the equipment room of the
     buildings upon request by ACL.  These drawings shall include the plans of
     the equipment rooms with data about positions for the Equipment as well as
     outlets for central main current grounding connection.

                                       10
<PAGE>

5    PRICE
     -----

     5.1  Subject to the compliance by ACL with the terms and conditions of this
          Contract, AZCOM shall pay ACL the following:

          The sum of [*] as full and complete payment of the Work. The breakdown
          of the Price shall be in accordance with Annex A and summarized as
          follows:

                                                           PRICE
                                                           (US$)

5.1.1    Engineering                                               [*]

5.1.2    Installation and Commissioning                            [*]

5.1.3    Project Management                                        [*]

5.1.4    Inland Transportation and Warehousing                     [*]

5.1.5    Factory Inspection/Training                               [*]

5.1.6    Technical Assistance                                      [*]
                                                     -----------------
                                      TOTAL                        [*]

5.2  The Price shall be firm up to the completion of the Project.

5.3  The Price covers all taxes, customs duties, license fees, and other charges
     which may be imposed on foreign services by authorities other than the
     government of the Republic of the Philippines. All taxes, fees and other
     charges which may be levied in the Philippines in connection with or
     incidental to this Contract shall be for the account of AZCOM.

5.4  In the event the full amounts provided for the cost of the Work are not
     utilized or in case of termination of this Contract under Section 19
     hereof, ACL shall return the proportionate amount representing the value of
     Work which were not utilized in a manner to be described in a separate
     letter by AZCOM.


[*] Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

                                       11




<PAGE>

6    TERMS OF PAYMENT
     ----------------

     6.1  Subject to the rules and regulations of the Bangko Sentral ng
          Pilipinas, AZCOM shall pay the Price in accordance with the following
          schedule:

          6.1.1  For Engineering Services

                 6.1.1.1  The downpayment, which is equivalent to fifteen
                          percent (15%) of the full value of engineering
                          services shall be paid by AZCOM within thirty (30)
                          calendar days from the signing of this Contract and
                          upon receipt of complete and correct invoice.

                 6.1.1.2  Subject to the rules and regulations of the Bangko
                          Sentral ng Pilipinas, AZCOM shall pay ACL the Price
                          from the proceeds of the financing agreement/s to be
                          concluded by AZCOM, with the assistance of ACL, with
                          international credit institutions to defray the cost
                          of the Project. AZCOM shall pay the Price in
                          accordance with the following schedule.

                          The balance, or eighty five percent (85%) of the value
                          of the said services, shall be paid in eight (8) equal
                          monthly installments, the first payment of which shall
                          be due thirty (30) calendar days after the payment of
                          the downpayment, and upon receipt of complete and
                          correct invoice.

          6.1.2  For Installation and Commissioning Services

                 6.1.2.1  The downpayment, which is equivalent to fifteen
                          percent (15%) of the value of the installation,
                          testing and commissioning services, shall be paid by
                          AZCOM within thirty (30) calendar days from the
                          signing of this Contract and upon receipt of complete
                          and correct invoice.

                 6.1.2.2  Subject to the rules and regulations of the Bangko
                          Sentral ng Pilipinas, AZCOM shall pay ACL the Price by
                          means of a telegraphic transfer in accordance with the
                          following schedule:

                          (a)  Seventy five percent (75%) of the value of the
                               said services for each System shall be paid
                               within thirty (30) calendar days from the time
                               ACL informs AZCOM in writing that a System is
                               ready for System Acceptance Test and upon receipt
                               of complete and correct invoice.

                          (b)  The balance, or ten percent (10%) of the value of
                               the said services, shall be paid within thirty
                               (30) calendar days from the issuance of the
                               System acceptance certificate of the last System
                               and upon receipt of complete and correct invoice.

                                       12
<PAGE>

                         For purposes of determining the value of the
                         installation for each System, the following formula
                         shall be used :

                              A     =   (B/C) * D

                              where :

                              A     =   amount for installation, testing,
                                        commissioning and engineering services
                                        for each System

                              B     =   C/20

                              C     =   total Equipment amount for all Systems

                              D     =   total amount for installation, testing,
                                        commissioning and engineering services

          6.1.3  For Project Management and Inland Transportation and
                 Warehousing

                 6.1.3.1  The downpayment, which is equivalent to fifteen
                          percent (15%) of the full value of project management
                          services, shall be paid by AZCOM within thirty (30)
                          calendar days from the signing of this Contract and
                          upon receipt of complete and correct invoice.

                 6.1.3.2  Subject to the rules and regulations of the Bangko
                          Sentral ng Pilipinas, AZCOM shall pay ACL the Price
                          from the proceeds of the financing agreement/s to be
                          concluded by AZCOM, with the assistance of ACL, with
                          international credit institutions to defray the cost
                          of the Project. AZCOM shall pay the Price in
                          accordance with the following schedule.

                          Seventy five percent (75%) of the full value of the
                          said services shall be paid within eighteen (18) equal
                          monthly installments, the first payment of which shall
                          be due thirty (30) days from the payment of the
                          downpayment, and receipt of complete and correct
                          invoice provided, that if, after the tenth (10th)
                          installment, the percentage accomplishment in the
                          installation is not commensurate to the progress
                          billings for project management services already paid
                          and provided that such non-accomplishment is ACL's
                          responsibility. AZCOM shall have the right to suspend
                          the payment of the project management services until
                          after the work progress matches the billings.
                          Thereafter the monthly billings shall take into
                          account the actual percentage in work accomplishments.

                          The balance, or ten percent (10%) of the full value of
                          the said services, shall be paid within thirty (30)
                          calendar days from the issuance of the

                                       13
<PAGE>

                          System acceptance certificate of the last System and
                          upon receipt of complete and correct invoice.

          6.1.4  For Training and Factory Inspection

                 Free of charge.

          6.1.5  For Emergency Technical Assistance

                 6.1.5.1  The downpayment, which is equivalent to fifteen
                          percent (15%) of the value of the emergency technical
                          assistance services, shall be paid by AZCOM within
                          thirty (30) calendar days from the signing of this
                          Contract and upon receipt of complete and correct
                          invoice.

                 6.1.5.2  Subject to the rules and regulations of the Bangko
                          Sentral ng Pilipinas, AZCOM shall pay ACL the Price
                          from the proceeds of the financing agreement/s to be
                          concluded by AZCOM, with the assistance of ACL, with
                          international credit institutions to defray the cost
                          of the Project. AZCOM shall pay the Price in
                          accordance with the following schedule.

                          The balance, or eighty five percent (85%) of the value
                          of the said services, shall be paid in twenty four
                          (24) equal monthly installments, the first payment of
                          which shall be due thirty (30) calendar days from the
                          payment of the downpayment and upon receipt of
                          complete and correct invoice.

     6.2  AZCOM shall be responsible for securing all the required
          authorizations from the Bangko Sentral ng Pilipinas for the payments
          to be made under this Contract.

     6.3  ACL shall be responsible for the submission of all the required
          billings/invoices under this Contract.

     6.4  All bank charges, which may be incurred outside the Philippines on
          account of the above-mentioned payments, shall be borne by ACL.


7    SCHEDULE
     --------

     ACL acknowledges that time is of the essence in this Contract and therefore
     it shall undertake to complete the Work within the periods described in
     Annex B.


8    ACCEPTANCE
     ----------

     8.1  The Acceptance Test Program shall be prepared by ACL and submitted to
          AZCOM for its comments at least two (2) weeks before the conduct of
          the acceptance testing. AZCOM

                                       14
<PAGE>

          shall give its comments or signify its concurrence to the program
          within one (1) week from the date of its submission by ACL. The
          Acceptance Test Program shall not be implemented by ACL without the
          prior written approval of AZCOM.

     8.2  System Acceptance

          (a)  A System shall be considered complete and ready for System
               Acceptance Test when all the items and components of the
               Equipment installed by ACL are in ACL's judgment, in working
               order.

          (b)  ACL shall inform AZCOM in writing of the completion and readiness
               for System acceptance testing of a System at least two (2) weeks
               in advance of the scheduled testing.

          (c)  The System Acceptance Test shall be conducted by AZCOM under the
               supervision of ACL within a period of seven (7) calendar days for
               each System. ACL shall immediately correct any defect for which
               it may be responsible. Upon successful System Acceptance Test, a
               system acceptance certificate shall be issued by AZCOM within two
               (2) weeks therefrom. In case the System is put into commercial
               operation by AZCOM before the System Acceptance without ACL's
               written approval, the System acceptance certificate shall be
               deemed to have been issued by AZCOM at the time of commencement
               of commercial operation.

          (d)  The system acceptance certificate shall not be withheld because
               of minor defects which do not substantially affect the normal
               operation of the System as described in detail in Annex B.

     8.3  Performance Monitoring

          After the System Acceptance, the System concerned shall undergo
          performance monitoring in accordance with the pertinent provisions of
          Annex B. The performance monitoring shall continue until the System
          Acceptance.  If, prior to the System Acceptance, the results of the
          performance monitoring show that the performance standards described
          in Annex B have not been met, ACL shall promptly undertake the
          necessary correction/s at no cost to AZCOM to bring the performance of
          the System to the agreed performance level.

          Consequently, the Warranty Period shall be extended by a period of
          time which corresponds to the length of time it took ACL to bring the
          System to the acceptable performance standards, as described in Annex
          B.


9    CONFIDENTIALITY AND USE OF INFORMATION
     --------------------------------------

     9.4  All business and technical information and data including all software
          provided by either Party and related documentation, in whatever form
          provided, recorded or unrecorded (hereinafter collectively referred to
          as "Information"), which the Parties may furnish or

                                       15
<PAGE>

          have furnished each other in anticipation of this Contract shall:

          (a)  be used solely for the purpose for which it was furnished;
          (b)  be treated in strictest confidence and protected;
          (c)  not be reproduced, except as necessary for its authorized use;
               and
          (d)  if in tangible form, shall be returned together with all copies
               thereof, including the promotional materials, when demanded by
               either Party or no longer needed.

     9.5  The obligations of confidentiality and restricted use are not
          applicable to those portions of the Information that, free from any
          obligation to maintain confidential, were previously known to, or that
          fall into public knowledge without the fault of either Party, or which
          the Parties have agreed in writing need not be kept confidential.


10   LIQUIDATED DAMAGES
     ------------------

     10.1 AZCOM shall have the right to claim liquidated damages from ACL in
          case ACL fails to meet the scheduled date of System Acceptance of a
          System.

     10.2 In case of failure to meet the scheduled date of System Acceptance of
          a System, ACL shall pay AZCOM in United States Dollars, liquidated
          damages in an amount equivalent to 0.10% of the Price for each day of
          delay, Sundays and Holidays included.

     10.3 Where the right to claim liquidated damages exists, the liquidated
          damages payable shall not exceed eight percent (8%) of the price of
          the affected System. In addition, ACL must replace the affected System
          with a part of an equal or greater functionality

     10.4 In consideration of the aggressive schedule of the Project
          Implementation as shown in Annex B, ACL shall be allowed extra time to
          meet the schedule date of completion as follows:

          .  For the sites to be completed in November       : 60 days
          .  For the sites to be completed in December       : 60 days
          .  For the sites to be completed in January        : 30 days
          .  For the sites to be completed in February       : 15 days


          The above means that liquidated damages can only be claimed by AZCOM
          against ACL after the above extension time has likewise been exceeded.

     10.5 The claim of AZCOM for liquidated damages against ACL shall not
          prejudice the exercise of AZCOM of its other right and privileges
          under the contract.

     10.6 Any deferment on the part of AZCOM to remit the downpayment within ten
          (10) days of Contract signing shall allow ACL an extension equivalent
          to the number of days AZCOM has delayed in the remittance of the
          downpayment from the said ten (10) day period.

                                       16
<PAGE>

11   LIMITATION OF LIABILITY
     -----------------------

     The Parties shall be liable only for damages directly caused through their
     own fault or negligence.


12   FORCE MAJEURE
     -------------

     12.1 The Parties shall not be liable for the non-performance of any of its
          obligations under this Contract when such inability is due solely to
          an event of force majeure which (a) directly affects the performance
          of a Party's obligations under this Contract and (b) the occurrence of
          which event is not traceable to the fault or negligence of the said
          Party.

     12.2 The events of force majeure shall include, but not be limited to: (a)
          earthquakes, floods, typhoons, or epidemics; (b) war, rebellion,
          insurgency, riots, or invasion of the Philippines by another country;
          (c) strikes, lockouts, boycotts or other forms of work stoppage; and
          (d) government embargo, restriction, or commandeering of the vessel
          carrying the Equipment.

     12.3 In case an event of force majeure happens, the affected Party shall
          exert its best efforts to comply with its obligations under this
          Contract. If an event of force majeure prevents the carrying out of
          only a portion of the Project and that portion is not critical to the
          accomplishment of the Project as a whole, the affected Party shall
          continue to perform its obligations on the portion not affected by the
          event of force majeure.

     12.4 The Party invoking an event of force majeure must immediately notify
          in writing the other Party and specify which of its obligations it is
          prevented from complying with by the event of force majeure, and give
          an estimate of the period during which it is likely that it shall be
          prevented from complying with the said obligations. After the
          occurrence of the event of force majeure is proven, the Schedule and
          the performance bond may, after discussions in good faith, be amended
          by Contract of the Parties.

     12.5 The amendment of the Schedule pursuant to Section 12.4 shall not give
          ACL the right to seek or demand an adjustment or modification of the
          Price.


13   CHANGES
     -------

     13.1 Any request by AZCOM for a change in the Work or any part thereof
          shall be subject to the conformity of ACL.  Such request shall be
          subject to later written confirmation by AZCOM.  The additional cost
          and expenses which may arise on account of such changes, if any, shall
          be borne by AZCOM, and the date of completion of the Work may be
          extended by agreement of the parties.

     13.2 ACL may, with the consent of AZCOM, make minor adjustments in the Work
          as, in its sole discretion, may appear necessary for the proper
          accomplishment of its obligations under this Contract. The said
          adjustments shall be subject to the following conditions: (a) the
          general configuration, general characteristics and quality of the Work
          are maintained;

                                       17
<PAGE>

          (b) the Schedule is not changed or modified; (c) any additional costs
          or expenses which may arise as a consequence of such adjustments shall
          be for the account of ACL; and (d) such adjustments shall be reported
          in writing to AZCOM.

14.  APPLICABLE DOCUMENTS
     --------------------

     The following annexes shall, by this reference, form an integral part of
     this Contract:

     Annex A   -   Equipment List and Price Schedule

     Annex B   -   AZCOM-ACL Protocol dated October 25, 1999

     Annex C   -   Joint Order No. 1-91 (Comprehensive Import Supervision
                   Scheme)

15.  ORDER OF PRECEDENCE
     -------------------

     In case of any conflict in the interpretation of the terms and conditions
     of the various documents cited in this Contract, the order of precedence
     shall be: this Contract; Equipment List and Price Schedule (Annex A);
     Protocol (Annex B); Joint Order No. 1-91 (Annex C); and Supply Contract.


16   SEVERABILITY
     ------------

     If any part, term or provision of this Contract shall become invalid or
     unenforceable, the validity or enforceability of the remaining portions or
     provisions shall not be affected, and the rights and obligations of the
     parties shall be construed as if this Contract did not contain the
     particular invalid or unenforceable part, term or provision.


17   SUCCESSION AND ASSIGNMENT
     -------------------------

     17.1 This Contract shall be binding upon the successors and assigns of the
          Parties and shall not, except as otherwise provided in Section 18.2
          hereof, be assigned in whole or in part by a Party without the prior
          written consent of the other party, and which consent shall not be
          unreasonably withheld.

     17.2 ACL may assign or sub-contract to its subsidiary or associated company
          in the Philippines or any other local entity its rights and
          obligations which ACL decides may be more appropriately performed by
          its subsidiary or associated company in the Philippines or other local
          entity. Before any such assignment or sub-contracting is entered into
          by ACL, it shall seek the comments of AZCOM on such intended course of
          action. However, AZCOM's comments shall not relieve or diminish ACL's
          obligations and responsibilities under this Contract. ACL shall
          continue to be responsible for the workmanship and quality of the work
          of the assignee or sub-contractee, including all acts of default or
          negligence of such

                                       18
<PAGE>

          assignee or sub-contractee, its employees or personnel, as if they
          were the acts of default or negligence of ACL. There is no employer-
          employee relationship between the employees of ACL and AZCOM and vice-
          versa.


18   TERMINATION
     -----------

     18.1 In case of default on the part of ACL:

          18.1.1  If ACL fails to comply with any of the terms and conditions of
                  this Contract after proper written notice by AZCOM, AZCOM
                  shall have the right to terminate this Contract thirty (30)
                  days after a notice of termination has been served on ACL.

          18.1.2  In the event of such termination, AZCOM shall be entitled to
                  retain and apply the balance, which may otherwise be due to
                  ACL under this Contract to pay for the cost to complete the
                  Project. If the said balance is not sufficient to cover the
                  cost of the inoperative or non-functional Equipment or System,
                  the additional cost needed to make the Equipment operative or
                  functional shall be paid by ACL to AZCOM

     18.2 In case of default on the part of AZCOM:

          18.2.1  If AZCOM fails to comply with any of the terms and conditions
                  of this Contract after proper written notice by ACL, ACL shall
                  have the right to terminate this Contract thirty (30) days
                  after a notice of termination has been served on AZCOM.

          18.2.2  In case of such termination, AZCOM shall pay ACL the value of
                  the delivered Equipment and release the performance bond
                  submitted by ACL.


19   ARBITRATION
     -----------

     19.1 In the event of any dispute or difference of opinion arising out of or
          relating to this Contract or breach thereof, the parties shall exert
          their best efforts to settle such dispute or difference amicably.

     19.2 If such dispute or difference is not amicably settled within sixty
          (60) calendar days from its occurrence, the matter shall be settled
          through arbitration by a panel of three (3) arbitrators, one to be
          named by each Party and the third arbitrator shall be chosen by the
          two earlier designated arbitrators. In case they fail to select a
          third arbitrator within fifteen (15) calendar days from the date they
          commenced the discussion of the said selection, the third arbitrator
          shall be appointed by the chairpersons of the National Bar
          Associations of the countries of the Parties.  No one shall be
          nominated or act as an arbitrator who is in any way financially
          interested in this Contract or in the business affairs of any of the
          parties.

     19.3 If any Party is dissatisfied with the decision of the arbitrators, the
          Party concerned shall, within ten (10) calendar days from receipt of
          the decision, notify the arbitrators that it

                                       19
<PAGE>

          disputes the same and the matter shall thereupon be settled under the
          Rules of Conciliation and Arbitration of the International Chamber of
          Commerce. The arbitration proceedings shall be conducted in Geneva,
          Switzerland in the English Language. The resulting award shall be
          final and binding on the parties.


20   INTERPRETATION
     --------------

     20.1 The table of contents and headings of the sections are included for
          convenience of reference only. They shall not affect the construction
          and interpretation of any provision of this Contract. The word
          "hereof" is used in this Contract to refer to this Contract as a whole
          and not to any individual section or part of this Contract. Reference
          to sections are to sections of this Contract.

     20.2 To interpret the commercial terms and abbreviations used in this
          Contract, which have not been otherwise defined, the provisions of the
          latest issue of INCOTERMS shall be used.  All the other terms and
          conditions of this Contract shall be interpreted in accordance with
          the laws of New York State, USA provided that nothing in this Section
          20 shall be construed to authorize the amendment or modification of
          the annexes cited in Section 14 hereof.

     20.3 Any granting of time and other indulgence or waiver of obligation on
          the part of one party to the other shall be isolated or peculiar to
          that particular occasion or purpose and shall be without prejudice to
          future compliance with the terms and conditions of this Contract.


21   ADDRESSES
     ---------

     21.1 AZCOM and ACL specify their respective addresses as follows:

          For AZCOM:

          AZ COMMUNICATIONS NETWORK INCORPORATED
          8/F DPC Place, 2322 Chino Roces Avenue
          Makati City, Philippines

          Attention:  Felizardo P. dela Merced


          For ACL:

          AIRSPAN COMMUNICATIONS LIMITED
          Cambridge House, Oxford Road
          Uxbridge Middlesex, UB8 1UN UK

          Attention:  Henrik Smith-Petersen

                                       20
<PAGE>

     21.2 Any letter or notice sent to these addresses shall be considered
          delivered upon its actual receipt by the addressee. In the event any
          party changes its address, it shall notify the other party of the
          change of address in writing within five (5) calendar days from the
          date the change of address took effect.


22   EXECUTION IN COUNTERPARTS
     -------------------------

     This Contract may be executed in counterparts by both Parties and shall
     become effective upon receipt by either Party of a copy of this Contract
     duly executed by the other.


23   EFFECTIVITY OF THE CONTRACT
     ---------------------------

     This Contract shall become effective after it is signed by AZCOM and ACL.



IN WITNESS WHEREOF, the parties have affixed their signatures on the date and
place first above written.



AZ COMMUNICATIONS                    AIRSPAN COMMUNICATIONS LIMITED
NETWORK INCORPORATED


By:                                  By:



_________________________             ______________________


                         Witnessed By:



_________________________             _____________________

<PAGE>

                                    ANNEX A

                                      OF

                             CONTRACT NO. CN99-002




                              AZCOM-ACL PROTOCOL





PROVISIONING, ENGINEERING, FURNISHING, INSTALLATION, TESTING AND COMMISSIONING



                                    FOR THE



                         ESTABLISHMENT OF A COMPLETE
                        WIRELESS ACCESS SYSTEM NETWORK



                               OCTOBER 25, 1999
<PAGE>

                             Equipment Price List

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
<S>                                                 <C>         <C>         <C>
Equipment Description -Demand Assigned               Quantity   Unit Price  Extended Price
for 20 BS, 322 STs                                   Required
------------------------------------------------------------------------------------------
Subscriber Terminal
L 128 Internal Subscriber Terminal                           *           *               *

DA Modules
CT Rack with combiner & 2 DA shelves                         *           *               *

CT Expansion Rack with alarm & 2 DA  shelves                 *           *               *

Basic RF plug in set for CT
 (PA+MON+2PSU+DIPLNA)                                        *           *               *

RF plug in expansion set for omni/multi-sector CT
 (PA+PSU+DIPLNA)                                             *           *               *

Basic DA Card set (rf+AU+TU+SC+2PSU)                         *           *               *

DA Modem Card                                                *           *               *

AC Rack with alarm & 1 AC shelf                              *           *               *

Basic AC Card Set (64kbit/s)
 (2PSU+SC+CTU+XTU)                                           *           *               *
                                                                                ----------
                                                                                         *

Antenna Modules
Omni Antenna System, incl. Feeder and kit                    *           *               *

Sitespan NMS
Sitespan HW platform                                         *           *               *

Sitespan Client / Server Software License                    *           *               *

Sitespan Shelf License                                       *           *               *

STMON                                                        *           *               *
                                                                                ----------
                                                                                         *

Misc.
System Spares                                                *           *               *

Tools (CT and ST Installation and Maintenance)               *           *               *

Survey Tool                                                  *           *               *

Pump-up mast for use with survey tool                        *           *               *
                                                                                ----------
TCP/IP to RS232 Converter for NMS Backhaul                   *           *               *
                                                                                ----------
                                                                                         *

Mandatory Services
Documentation Set (CD ROM)                                   *           *               *
Design/Engineering Services                                  *           *               *

Installation and Commissioning                               *           *               *

Project Management                                           *           *               *
------------------------------------------------------------------------------------------
</TABLE>
[*] Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.




<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
<S>                                                 <C>         <C>         <C>
Equipment Description - Demand Assigned (Cont.)      Quantity   Unit Price  Extended Price
for 20 BS, 322 STs                                   Required
------------------------------------------------------------------------------------------

Inland Transportation and Warehousing                        *           *               *

Technical Assistance                                         *           *               *

Factory Inspection / Foreign Training                        *           *               *

Local Training                                               *           *               *
                                                                                ----------
                                                                                         *
------------------------------------------------------------------------------------------
Total Cost of Equipment and Services in US$                                              *
</TABLE>
[*] Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

<PAGE>

                            Detailed Equipment List

AS 4000 Equipment (X3 Band)

Description                                                             Qty
-------------------------------------------------------------------------------
Antennas
Omni Antenna System                                                      *
Feeder Install Kit                                                       *
Feeder cable                                                             *

CT Rack + RF Plug in cards
Rack hardware with 2 DA modem shelves (powder coat painted)              *
EPI PSU                                                                  *
X3 - RF Diplexer and LNA                                                 *
Combiner Mon                                                             *
Combiner Mon PSU                                                         *
Dual Power Amplifier to include packaging                                *

DA Expansion rack
Expansion "carcus" rack with cables and power distribution panel
and "standard" Expansion rack vent and blanking panels                   *
DA modem shelf (powder coat painted)                                     *
Blanking panels for FA modem shelf (to fill in for non-fitted DA shelf)  *

DA Modem Shelf Card set for 1 RF carrier
DA AU card                                                               *
DA SC card                                                               *
DA TU card                                                               *
DA CT RF card (C2 band)                                                  *
DA Modem Card                                                            *
DA Shelf PSU                                                             *

DA Access Concentrator rack
Access Concentrator "carcus" rack with cables and power                  *
distribution paneland "standard" AC rack vent and blanking panels
DA Access Concentrator shelf (powder coat painted)                       *

DA Access Concentrator Shelf Card set for 1 RF carrier
DA SC card                                                               *
DA TU card                                                               *
DA Shelf PSU                                                             *

Subscriber Terminals
ST-L128 Leased Line Data Terminal (Indoor and X3 Outdoor Units)          *
ST L128 PSU - 220Vac, 3-prong (US standard) power plug                   *
25m Drop Cable with one end connectorised and connector kit              *

[*] Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.



<PAGE>

Description                                                             Qty
-------------------------------------------------------------------------------
Sitespan
Hardware / Software Platform                                             *
Sitespan Client / Server License                                         *
Shelf License (per shelf)                                                *
STMON License and Media                                                  *

Misc
System Spares Set                                                        *
CT Installation and Maintainence Tools                                   *
ST Installation Tools                                                    *
Survey Tool                                                              *
Pump-up Mast for Survey Tool                                             *

[*] Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.



<PAGE>

                             Detailed Spares List

-------------------------------------------------------------------------------
Description                                                        Qty
-------------------------------------------------------------------------------
CT Rack + RF Plug in cards
EPI PSU                                                             *
X3 - RF Diplexer and LNA                                            *
Combiner Mon                                                        *
Combiner Mon PSU                                                    *
Dual Power Amplifier                                                *

DA Modem Shelf Cards
DA AU card                                                          *
DA SC card                                                          *
DA TU card                                                          *
DA CT RF card (X3 Band)                                             *
DA Modem Card                                                       *
DA Shelf PSU                                                        *

DA Access Concentrator Shelf Cards
DA SC card                                                          *
DA TU card                                                          *
DA Shelf PSU                                                        *


[*] Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.



<PAGE>

                                   ANNEX B

                                      OF

                             CONTRACT NO. CN99-002



                               AZCOM-ACL PROTOCOL



         PROVISIONING, ENGINEERING, FURNISHING, INSTALLATION, TESTING
                               AND COMMISSIONING


                                    FOR THE


                         ESTABLISHMENT OF A COMPLETE
                        WIRELESS ACCESS SYSTEM NETWORK



                               OCTOBER 25, 1999
<PAGE>

                               TABLE OF CONTENTS

        1. Project Description

        2. Definitions

        3. Responsibilities of ACL

                3.1 Supply of Equipment, Spares, Tools & Test Equipment and
                        Documentation

                3.2 Design and Engineering

                3.3 Installation, Testing and Commissioning

                3.4 Foreign and Local Training

                3.5 Emergency Technical Assistance

                3.6 Inland Transportation

                3.7 Storage

        4. Responsibilities of AZCOM

        5. Technical Details

        6. Design Review Meeting

        7. Implementation Schedule

        8. Factory Testing and Inspection

        9. System Acceptance

       10. Maintenance Spares

       11. Tools and Test Equipment

       12. Repair Service

       13. Documentation

       14. Warranty

List of Attachments
        Attachment 1 Scope of Work
        Attachment 2 Network Configuration and Requirements
        Attachment 3 Technical Specifications
        Attachment 4 Interface Configuration
        Attachment 5 Deployment Plan
        Attachment 6 Training Program
<PAGE>

                               AZCOM-ACL PROTOCOL

This document defines the technical details of the Scope of Work as well as the
responsibilities of AZ COMMUNICATIONS NETWORK INCORPORATED and AIRSPAN
COMMUNICATIONS LIMITED in the implementation of the Project covered by Contract
No. CN99-002.

1.      PROJECT DESCRIPTION

        This Project covers the design, engineering, supply, installation,
        testing and commissioning of an integrated turnkey project for the
        establishment of a complete network. It includes the following:

        1.1.    Base Stations
                The base stations, at X3 Band, shall be capable of supporting
                the following number of Subscriber Terminals:

Location               Year 1    Year 2  Year 3  Year 4 Year 5 Year 6 Year 7
---------------------------------------------------------------------------
Manila 1                 *          *        *      *      *      *      *
Cavite                   *          *        *      *      *      *      *
Calamba                  *          *        *      *      *      *      *
RBS ???                  *          *        *      *      *      *      *
P. Princesa              *          *        *      *      *      *      *
Batangas                 *          *        *      *      *      *      *
Lucena                   *          *        *      *      *      *      *
Legaspi                  *          *        *      *      *      *      *
Naga                     *          *        *      *      *      *      *
Manila 2                 *          *        *      *      *      *      *
San Fernando, LU         *          *        *      *      *      *      *
Baguio                   *          *        *      *      *      *      *
Dagupan                  *          *        *      *      *      *      *
Angeles                  *          *        *      *      *      *      *
Malolos                  *          *        *      *      *      *      *
Cabanatuan               *          *        *      *      *      *      *
Tarlac                   *          *        *      *      *      *      *
Cebu                     *          *        *      *      *      *      *
Bacolod                  *          *        *      *      *      *      *
Iloilo                   *          *        *      *      *      *      *
Dumaguete                *          *        *      *      *      *      *
Davao                    *          *        *      *      *      *      *
Gen. Santos              *          *        *      *      *      *      *
Iligan                   *          *        *      *      *      *      *
Zamboanga                *          *        *      *      *      *      *
Cagayan de Oro           *          *        *      *      *      *      *
BST 1                    *          *        *      *      *      *      *
BST 2                    *          *        *      *      *      *      *
BST 3                    *          *        *      *      *      *      *
BST 4                    *          *        *      *      *      *      *
BST 5                    *          *        *      *      *      *      *
BST 6                    *          *        *      *      *      *      *
BST 7                    *          *        *      *      *      *      *
BST 8                    *          *        *      *      *      *      *
-------------------------------------------------------------------------------
Increment                *          *        *      *      *      *      *
Cumulative               *          *        *      *      *      *      *
-------------------------------------------------------------------------------

[*] Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.


<PAGE>

        The Network shall be designed to accommodate the above projected growth
        in capacity. Note that the above does not include allocation for
        spares.

1.2.    Subscriber Terminals using Code Division Multiple Access (CDMA) wireless
        air interface to connect the subscriber to the Base Station at X3 Band
<TABLE>
<CAPTION>
Location               Year 1  Year 2  Year 3  Year 4  Year 5  Year 6  Year 7 Total
-----------------------------------------------------------------------------------
<S>                     <C>     <C>     <C>     <C>     <C>     <C>     <C>    <C>
Manila South             *       *       *       *       *       *       *      *
Cavite                   *       *       *       *       *       *       *      *
Calamba                  *       *       *       *       *       *       *      *
RBS                      *       *       *       *       *       *       *      *
Batangas                 *       *       *       *       *       *       *      *
Legaspi                  *       *       *       *       *       *       *      *
Manila North             *       *       *       *       *       *       *      *
San Fernando, LU         *       *       *       *       *       *       *      *
Angeles                  *       *       *       *       *       *       *      *
Malolos                  *       *       *       *       *       *       *      *
Cabanatuan               *       *       *       *       *       *       *      *
Tarlac                   *       *       *       *       *       *       *      *
Cebu                     *       *       *       *       *       *       *      *
Iloilo                   *       *       *       *       *       *       *      *
Davao                    *       *       *       *       *       *       *      *
Cagayan de Oro           *       *       *       *       *       *       *      *
Baguio                   *       *       *       *       *       *       *      *
Dagupan                  *       *       *       *       *       *       *      *
Bacolod                  *       *       *       *       *       *       *      *
General Santos           *       *       *       *       *       *       *      *
Lucena                   *       *       *       *       *       *       *      *
Naga                     *       *       *       *       *       *       *      *
Iligan                   *       *       *       *       *       *       *      *
Puerto Princesa          *       *       *       *       *       *       *      *
Dumaguete                *       *       *       *       *       *       *      *
Zamboanga                *       *       *       *       *       *       *      *
BST 1                    *       *       *       *       *       *       *      *
BST 2                    *       *       *       *       *       *       *      *
BST 3                    *       *       *       *       *       *       *      *
BST 4                    *       *       *       *       *       *       *      *
BST 5                    *       *       *       *       *       *       *      *
BST 6                    *       *       *       *       *       *       *      *
BST 7                    *       *       *       *       *       *       *      *
BST 8                    *       *       *       *       *       *       *      *
-----------------------------------------------------------------------------------
Total                    *       *       *       *       *       *       *      *

Note that the above does not include allocation for spares.
</TABLE>

[*] Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.



<PAGE>

        1.3. Supply of Spares

        1.4. Supply of Maintenance Tools and Test Equipment

        1.5. Documentation

        1.6. Installation, Testing and Commissioning Services

        1.7. Foreign and Local Training Services

        1.8. Inland Transportation and Storage

        1.9. Emergency Technical Assistance

        Please refer to Attachments 1 and 2 for the Scope of Work and Network
        Configuration and Requirements respectively.

2.      DEFINITIONS

        All defined terms in Contract No. CN99-002, when used in this document,
        shall have the same meaning as in the Contract stated. The following
        additional terms shall have the meanings as indicated hereunder:

        Inland Transportation   The delivery of Equipment from the Manila
                                seaport and/or airport to the storage area and
                                Job Sites.

        Installation            The assembly, mounting and wiring of the
                                Equipment and consequently the testing of the
                                Equipment.

        Job Site                The premises where the Work shall be performed,
                                but not including the subscriber premises.

        Pre-Acceptance Test     The execution of measurements and the necessary
                                adjustments of the parameters and the
                                performance of the Equipment working as a System
                                before the System Acceptance Test. The test is
                                required to ascertain compliance of the
                                Equipment with the Specifications

        Network                 The complete configuration of the Equipment from
                                the frame relay switching system, base stations,
                                up to the subscriber terminals providing managed
                                data communication connectivity and other
                                services to the subscribers.

        Ready for Service       The date the Project shall be available for
                                commercial service.
<PAGE>

        Site Survey             The exploration of Job Sites to determine the
                                existing conditions.

        System                  A part or segment of the Network which can be
                                put into workable commercial operation.

        Warranty                The written assurance of ACL to AZCOM that the
                                Equipment and Spares delivered by ACL fully
                                complies with the Specifications.
<PAGE>

3.      RESPONSIBILITIES OF ACL

        3.1.    Supply of Equipment, Spares, Tools & Test Equipment and
                Documentation

                3.1.1.  ACL shall supply and deliver all Equipment necessary to
                        establish, operate and maintain a complete working
                        Network under this Project as described in Section 1 to
                        conform with the applicable provisions of the Technical
                        Specifications (Attachment 3) as contained in this
                        Annex B of Contract No. CN99-002.

                3.1.2.  The list of Equipment, Spares and tools and test
                        equipment to be provided are indicated in Annex A.

                3.1.3.  All Equipment to be supplied by ACL shall be pre-wired,
                        pre-assembled and tested in the country of origin in
                        accordance with the existing standard practices of the
                        telecommunications organization operating in the said
                        country.

                3.1.4.  ACL agrees that all items under Annex A and the
                        attachments to this Protocol are included in the Price
                        and no claim for additional payment on the grounds of
                        omitted items will be entertained. On the basis of the
                        updated/revised bill of materials after detailed
                        engineering, a contract cost adjustment shall be
                        mutually agreed by both parties for any modifications
                        made by AZCOM that shall result to the revision of
                        previously agreed Equipment quantities based on the
                        accepted unit prices offered by ACL. Likewise,
                        corresponding price reduction based on unit prices
                        offered shall be made in case ACL recommends a change or
                        modification resulting in the reduction of Equipment
                        quantities to be provided. However, any expenses caused
                        by modifications and/or changes made by ACL to meet the
                        System performance requirements, circuit requirements
                        and other performance criteria as contained in this
                        Protocol such that said modification and/or changes will
                        result to an increase in Equipment quantity and/or
                        change in types of Equipment/materials and services
                        shall be borne by ACL. However, cost implications due to
                        change in Equipment quantities and services caused by
                        reasons of no fault of ACL shall be mutually discussed
                        and agreed upon by both parties.

        3.2.    Design and Engineering

                3.2.1.  ACL shall undertake the design and engineering of the
                        Project as described in Section 1 and shall assume full
                        and overall responsibility of the Equipment to be
                        installed under this Project as to:

                        a. engineering and operational consistency
                        b. functional integration of the Network
                        c. operational and functional interconnection with AZCOM
                           frame relay network in accordance with Attachment 4
<PAGE>

                3.2.2.  The design and engineering shall include the following
                        among others:

                        a. site survey
                        b. preparation of engineering plans
                        c. preparation of radio frequency plans
                        d. preparation of bill of materials

                3.2.3.  Prior to the preparation of the final detailed plans,
                        the preliminary design such as site layout and floor
                        layout for the network node shall be submitted to AZCOM
                        for concurrence one (1) month prior to the commencement
                        of installation (for the first five Systems, it shall be
                        submitted 1 week before installation). AZCOM reserves
                        the right to modify or alter any or all parts of the
                        design. However, in such cases, any changes should be
                        discussed and mutually agreed by both parties so that
                        the original time schedule as per Attachment 5 can be
                        achieved.

                        For the Base Stations and Subscriber Terminals, a common
                        or typical installation document shall be provided for
                        all sites.

                3.2.4.  ACL shall supply all the information required for the
                        installation, testing and maintenance of the Equipment.

                3.2.5.  ACL shall supply in two (2) sets, all the document
                        necessary for the installation, testing and maintenance,
                        of the Equipment. The installation documents to be
                        provided by ACL for each station/switch location shall
                        include, but shall not be limited to the following:

                        - Equipment Layout Plans
                        - Floor Layout Plans
                        - MDF/DDF and Terminal Block Wiring Plans
                        - Network Configuration Plans
                        - Cabling Plans
                        - Grounding Plans
                        - Power Distribution Plans
                        - Installation Instructions
                        - Interface Configuration
<PAGE>

                3.2.6.  Two (2) sets of final plans and drawings for each radio
                        station/switch location, bill of materials, and
                        implementation Schedules, shall be submitted to AZCOM
                        prior to the commencement of the Installation for
                        concurrence. AZCOM reserves the right to modify or alter
                        any or all parts of the plan. However in such cases, any
                        changes should be discussed and agreed upon by both
                        parties so that the original time schedule as per
                        Attachment 5 can be achieved.

                3.2.7.  All installation plans to be submitted by ACL to AZCOM
                        shall be signed and sealed by a Electronics and
                        Communications Engineer for switching and transmission
                        systems and Electrical Engineer for electrical systems.

                3.2.8.  ACL shall provide all grounding connections for the
                        Equipment to be supplied for this Project.

                3.2.9.  ACL shall submit to AZCOM within two (2) weeks after
                        signing of this Contract the following Equipment
                        information for each site:

                        - Equipment dimension, weight and floor loading
                        - Equipment AC power consumption
                        - Heat dissipation
                        - Typical Equipment Layouts

        3.3.    Installation, Testing and Commissioning

                3.3.1.  ACL shall be responsible for the installation, testing
                        and commissioning of all Equipment to be provided under
                        this Contract.

                3.3.2.  Antenna installation and orientation shall also be
                        handled by ACL.

                3.3.3.  ACL shall likewise install one (1) Subscriber Terminal
                        per radio channel at the subscriber premises in
                        accordance with the ST Installation Procedure document
                        that will be delivered within two (2) weeks from signing
                        of this Contract. The number of Subscriber Terminals
                        installed by ACL shall in no case be less than twenty
                        five (25).

                3.3.4.  ACL shall install, test and commission 48VDC power
                        equipment provided by AZCOM for use of the Equipment.
                        Details of the equipment are provided in Attachment 3.2.

                3.3.5.  ACL shall provide the necessary number with the
                        corresponding qualifications of personnel required for
                        the installation of the Equipment. The Installation
                        shall be in accordance with the installation documents
                        and the appropriate Philippine government regulations.

                        The Installation shall include, but not be limited to
                        the following:

                        - Mechanical installation of the system
<PAGE>

                        - Interconnection of the Equipment and internal cabling
                        - Interconnection of the Equipment to the AC power
                          supply and ground terminals
                        - Interconnection to AZCOM frame relay network in
                          accordance with Attachment 4

                3.3.6.  Other tools and test equipment which may be necessary
                        for the implementation of the project and which are not
                        purchased under this Contract shall be for the account
                        of ACL including all cost and expenses which may be
                        incurred in connection with the importation and re-
                        exportation of ACL's tools and test equipment to and
                        from their place of origin. This excludes specialized
                        tools and equipment required by AZCOM to perform
                        Performance Monitoring.

                3.3.7.  ACL shall inform AZCOM of the schedule of Installation,
                        testing and commissioning activities at least one (1)
                        week before the start of each activity.

                3.3.8.  ACL shall provide personnel for the entire project
                        implementation period who will coordinate with AZCOM on
                        all activities related to the planning, installation and
                        acceptance testing/commissioning of the complete
                        Equipment as described in Section 1.

                3.3.9.  Acceptance test procedures, schedules, dates and
                        standards shall be prepared by ACL and submitted to
                        AZCOM at least two (2) weeks before the scheduled System
                        Acceptance Testing. AZCOM shall signify the concurrence
                        or comments for modification within one (1) week
                        thereafter.

                3.3.10. ACL shall arrange the time-schedule of the installation,
                        commissioning, acceptance testing and other related
                        activities of the entire project and inform AZCOM
                        immediately for any changes. ACL shall submit monthly
                        reports to AZCOM showing actual project status of
                        development in terms of:

                        - Equipment and materials delivery, quantities
                          installed or in storage, location, etc.
                        - Current status of Work
                        - Actual work progress data like percent of completion
                          of the Project or parts
                        - Installed and tested Equipment or System
                        - Summary of test results
                        - Variances and explanations
<PAGE>

                3.3.11. ACL shall analyze reasons and consequences of delays
                        and/or advancement of any particular project activity.

                3.3.12. ACL shall inform AZCOM of any problem that may arise
                        prior to or during installation and commissioning.

        3.4.    Foreign and Local Training

                3.4.1.  ACL shall provide a suitable, adequate and comprehensive
                        training program for AZCOM engineers, operation and
                        maintenance personnel.

                3.4.2.  Foreign training shall be conducted at ACL factory
                        and/or training facility in manufacturer's locality. The
                        following expenses associated in the training program,
                        including instructors' fees; the cost of training
                        materials and venue; lodging; local transportation;
                        shall be for the account of ACL. ACL shall, likewise,
                        provide all necessary assistance to AZCOM's personnel in
                        visa arrangements for the periods of their stay in the
                        manufacturer's locality.

                3.4.3.  For the instructor for the local training, ACL shall
                        bear all expenses which includes the cost of travel
                        between ACL's country and the Philippines; and the cost
                        of the instructor's accommodation and subsistence
                        allowance in the Philippines.

                3.4.4.  Training Program

                        3.4.4.1. The training program as described in Attachment
                                 6 should assure AZCOM to be self-sufficient and
                                 independent to engineer, install, maintain and
                                 operate the System.

                        3.4.4.2. The training course for engineers shall be
                                 aimed towards future engineering of the
                                 Equipment, redimensioning, rearrangement,
                                 reconfiguration and expansion of the System,
                                 and providing technical support to operation
                                 and maintenance group as the need arises.

                        3.4.4.3. The training course for operation and
                                 maintenance personnel shall be aimed towards
                                 operation, maintenance and repair of the
                                 Equipment to be installed.

                        3.4.4.4. The training course for installation and
                                 testing personnel shall include an overall
                                 knowledge of hardware and operational aspects
                                 of the Equipment and shall cover the
                                 installation practices, acceptance testing,
                                 testing operation practices and maintenance
                                 standard practices.
<PAGE>

-------------------------------------------------------------------------------
Training Course                              No. of  Location  No. of weeks
                                             Trainees
-------------------------------------------------------------------------------
Planning & Engineering/
Operation & Maintenance
-------------------------------------------------------------------------------
Radio Planning                                    6  Foreign   2 days
-------------------------------------------------------------------------------
WAS Eng'g/Oprns/Maint.                            6  Foreign   3 days
-------------------------------------------------------------------------------
Installation & Testing
-------------------------------------------------------------------------------
CT Installation                                   6  Local     1 week
-------------------------------------------------------------------------------
ST Installation                                  10  Local     1 week
-------------------------------------------------------------------------------
Troubleshooting & Repair                          4  Local     1 week
-------------------------------------------------------------------------------

                        3.4.4.5. On-the-job training shall be done in accordance
                                 with the implementation schedule as per
                                 Attachment 5.

                        3.4.4.6. As part of the Installation services, ACL shall
                                 accommodate AZCOM installation and testing
                                 personnel to participate in the installation
                                 and testing.

                        3.4.4.7. ACL shall provide the corresponding instruction
                                 aids (slides, transparencies and the like) and
                                 training manuals for use of AZCOM.

                        3.4.4.8. ACL shall make available the presence of
                                 qualified trainer expert on the topics
                                 mentioned in Attachment 6.

                        3.4.4.9. The language of instruction shall be in English
                                 and all instructors shall be proficient in both
                                 written and spoken English. AZCOM reserves the
                                 right to request immediate replacement if any
                                 instructors is found to be deficient.

        3.5.    Emergency Technical Assistance

                ACL shall provide emergency technical assistance to AZCOM during
                the Warranty Period, which shall include the following:

                3.5.1.  A technical assistance office, which shall be
                        responsible for the emergency technical assistance
                        obligations, shall be located in Manila for the duration
                        of the technical assistance period.

                3.5.2.  ACL shall provide emergency technical assistance for
                        both hardware and software as required by AZCOM within
                        two (2) hours of a request for such assistance. The two
                        (2) hour response requirement applies at any time other
                        than normal duty hours. ACL's technical assistance
                        representative shall ensure availability at all times
                        for recall. The technical assistance shall be initially
                        conducted from Manila office by means of verbal advices
                        or written instructions to AZCOM employees in charge of
                        the System operation. If within two (2) hours after such
                        consultation, the System cannot be put into normal
                        operation, or if the faulty part cannot be identified,
                        ACL's expert shall be on the
<PAGE>

                        respective site within twenty four (24) hours to provide
                        on-site technical assistance.

                3.5.3.  The technical assistance shall include the following
                        services:

                        3.5.3.1. Technical assistance in a manner such that
                                 AZCOM will progressively become qualified in
                                 maintaining and operating the Equipment.

                        3.5.3.2. Assist in troubleshooting, correcting
                                 deficiencies, inspection, and use of on site
                                 test equipment.

                        3.5.3.3. Assist AZCOM in test and analysis to determine
                                 defective components and shipment of defective
                                 components to ACL's plant for repair.

                        3.5.3.4. Maintain records of all technical assistance
                                 performed, and submit monthly reports of the
                                 same to AZCOM.

                        3.5.3.5. Propose maintenance support scheme for both
                                 hardware and software. Define routine and
                                 corrective maintenance routines for any System.

                        3.5.3.6. Provide software support on the Equipment at no
                                 cost to AZCOM and shall assist with regard to
                                 establishment of AZCOM's own software
                                 specialist group and software support
                                 facilities.

                        3.5.3.7. Provide, at no cost to AZCOM during the
                                 warranty period, software updates as and when
                                 introduced by ACL for use in connection with
                                 the offered Equipment. A software update means
                                 an error corrected version without change of
                                 features of the last release delivered.

                        3.5.3.8. Provide assistance in the design work
                                 particularly in the introduction of new
                                 techniques for sub-systems to be interfaced
                                 with other types of equipment or any other
                                 future engineering requirements.

                        3.5.3.9. Provide assistance for the reconfiguration and
                                 the necessary documentation for such
                                 reconfiguration.

                        3.5.3.10.The technical assistance shall supplement the
                                 performance of AZCOM's operations and
                                 maintenance personnel to ensure effective
                                 "operation and maintenance" of the System. This
                                 includes, subject to AZCOM's approval, setting
                                 up specific operation and maintenance methods,
                                 procedures and conventions, and assistance
                                 during implementation.

                        3.5.3.1l.Coordination of supplemental schedules,
                                 services and supplies including suggestions,
                                 shall be by monthly review meetings in Manila.
                                 Emergency co-ordination shall be by the most
                                 expeditious means.
<PAGE>

        3.6.    Inland Transportation

                3.6.1.  ACL shall provide at its own expense the necessary
                        vehicle for the transportation of its personnel in the
                        Philippines.

                3.6.2.  ACL shall provide at its own expense the necessary
                        inland transportation to deliver the supplied Equipment
                        from ACL's storage area to Job Sites. All risks involved
                        in the transportation and storage of the Equipment shall
                        be ACL's responsibility.

        3.7.    Storage

                Storage of all supplied items under Contract No. CN99-002 shall
                be the responsibility of ACL. The security and store keeping of
                materials and Equipment shall also be the responsibility of ACL.
<PAGE>

4.      RESPONSIBILITIES OF AZCOM

        4.1.    AZCOM under ACL's supervision shall be responsible for the
                System Acceptance of the Equipment under this Agreement.

        4.2.    AZCOM shall provide the following:

                4.2.1.  Building space for Equipment and facilities like
                        electrical, air conditioning/ventilation and other
                        building requirements mutually agreed by AZCOM and ACL.

                4.2.2.  Security for Equipment at the Job Site.

                4.2.3.  AC power including the necessary mains and ground
                        connections in the main distribution panel.

                4.2.4.  Installation of DDF and patch panel provided by ACL.

                4.2.5.  The necessary plans of the equipment rooms with data
                        about positions of Equipment as well as outlets of
                        central main current and grounding connections which are
                        necessary for the project and construction planning.

                4.2.6.  Assistance to ACL's survey personnel in determining the
                        local information necessary for station planning.

                4.2.7.  Custom clearance of the deliveries on best efforts
                        basis. ACL shall inform AZCOM about its deliveries as
                        quickly as possible.

                4.2.8.  Vehicles necessary for the transportation of personnel
                        of AZCOM during the entire Work.

                4.2.9.  Necessary data on existing facilities required by ACL
                        for the Project and construction planning such as floor
                        plan/equipment layouts of stations.

                4.2.10. AZCOM shall favorably endorse ACL's applications for the
                        necessary visas and work permits of its personnel.

                4.2.11. AZCOM shall provide to ACL for each System anomaly
                        reports in accordance with the procedure to be agreed
                        upon by both parties after the start of technical
                        assistance.

                4.2.12. AZCOM shall perform regular System maintenance as
                        required under ACL's maintenance recommendation.

<PAGE>

5.      TECHNICAL DETAILS

        5.1.    The Equipment shall have sufficient flexibility to accommodate
                future growth, introduction of new services, and for subscribers
                to modify services to meet their needs. The system architecture
                shall meet all the relevant international recommendations, and
                use of industry standards operating system that allows
                commercial software to be used for the service management
                system. Its architecture shall aim for open network provisioning
                and multi-vendor environment.

        5.2.    The Equipment shall be able to economically permit expansion of
                the Network without degradation or interruption of service. Such
                expansion maybe due to Network growth or due to increase in
                loading resulting from changes in traffic pattern.

        5.3.    The Equipment shall also conform with the provisions of the
                latest issue of the Electronics Code of the Philippines and
                shall be designed considering the Philippine's environmental
                conditions.

        5.4.    ACL shall ensure that the Equipment and materials delivered
                under this Project shall conform with the latest international
                and national standards and the Technical Specifications detailed
                in Attachment 3.

        5.5.    The Network shall comply with the following availability
                percentages:

                --------------------------------------------------------------
                Distance of ST from CT                  Availability
                --------------------------------------------------------------

                Within 2 Kms                            99.86%

                Within 2 to 5 Kms                       99.7%

                Within 5 to 15 Kms                      99.5%

                --------------------------------------------------------------

                The above availability percentages include effects of equipment
                reliability, equipment failure rate and atmospheric effects.
<PAGE>

6.      DESIGN REVIEW MEETING

        6.1.    The first design review meeting will be held in Manila three (3)
                weeks after signing of this Contract or at any other time
                mutually agreed by both parties.

        6.2.    All technical details necessary for the implementation shall be
                discussed and mutually agreed upon by both parties during the
                design review meeting.

        6.3.    Other design review meetings may be held according to necessity.

        6.4.    The schedules of other meetings will be discussed and mutually
                agreed upon by both parties.

        6.5.    Any change in the implementation Schedule proposed by AZCOM and
                ACL shall be discussed and mutually agreed upon by both parties.

        6.6.    The foreign training schedule shall be discussed and mutually
                agreed upon by both Parties.

7.      IMPLEMENTATION SCHEDULE

        7.1.    Details of the proposed time schedule for the design and
                engineering, manufacturing, delivery, installation, testing,
                commissioning and acceptance shall be in accordance with
                Attachment 5.

        7.2.    ACL shall be responsible for the timely delivery of the
                Equipment and shall ensure that the time schedule in accordance
                with Attachment 5 is followed strictly.

8.      FACTORY TESTING AND INSPECTION

        8.1.    Two (2) representatives of AZCOM shall witness factory test of
                the Equipment for a period of three (3) calendar days, at ACL's
                designated factories/plants. ACL shall provide all necessary
                assistance to AZCOM's representatives in visa arrangements for
                the period of their stay in the Manufacturer's locality.

        8.2.    ACL shall give an advance notice of at least two (2) weeks (or
                other mutually agreed upon time) prior to factory testing and
                submit to AZCOM the test/inspection procedures also at least two
                (2) weeks prior to the same.

9.      SYSTEM ACCEPTANCE

        9.1.    System Acceptance

                9.1.1.  On the completion of the Installation of the Equipment
                        and, when a System is in ACL's opinion has been
                        substantially completed, ACL shall give five (5) days
                        prior written notice to AZCOM regarding its intention to
                        commence the System Acceptance Test.
<PAGE>

        9.1.2.  Substantial completion shall mean that except for some minor
                deficiencies (which are enumerated below), all the materials,
                equipment and accessories have been properly installed or
                constructed, and the technical requirements and specifications
                are fully complied. Minor deficiencies shall be limited to the
                following and shall be corrected by ACL within three (3) months,
                starting from the issuance of System Acceptance Certificate.

                a. Minor faults or defects that will not affect the System's
                   normal operation.

                b. Defective modules/units which are not service affecting that
                   are immediately replaceable from spare parts pool.

                c. Lacking spare modules/units and accessories at site. Spare
                   modules mean initially un-assigned modules/units and/or
                   assigned modules/units not affecting the project execution at
                   any of the sites.

                d. Incomplete equipment/distributor labelling, instruction
                   booklets, As-Built drawings and documentation.

        9.1.3.  One (1) copy of the agreed test documents shall be made
                available to AZCOM two (2) weeks prior to the commencement of
                the System Acceptance Test.

        9.1.4.  The System Acceptance Tests on completely installed Systems
                shall be performed by AZCOM, under the supervision of ACL in
                accordance with the agreed Acceptance Test Program.

                Test shall include but not be limited to:

                a. visual inspection;

                b. review of the factory test results;

                c. tests to verify that technical performance is in compliance
                   with the Specifications;

                d. end-to-end link test;

        9.1.5.  After the completion of the above tests, AZCOM, as part of the
                System Acceptance Test, shall continuously observe and monitor
                for forty eight (48) days the stability of the performance of
                the overall System which is hereinafter called "stability
                testing".

                During this period, no adjustment shall be made on any part of
                the System. Should there be any fluctuation in the parameters
                observed in any section of the System, the cause of the
                fluctuation shall be investigated and the faults causing such
                abnormalities shall be promptly rectified by ACL to meet the
                Specifications and the requirements of the Contract. After
                rectification of the faults, the stability testing shall be
                continuously observed and monitored for seven (7) consecutive
                days and shall be repeated and cease only when the overall
                System has attained the level of stability in its performance in
                accordance with the Specifications and the requirements of the
                contract.
<PAGE>

        9.1.6.  Any incomplete or unsatisfactory aspect of the System or of the
                performance thereof shall be dealt with in accordance with the
                following:

                9.1.6.1. In the event that the results of System Acceptance
                         Tests carried out are not in accordance with the
                         requirements of the Contract, action shall be taken by
                         ACL to locate and isolate the faults.

                9.1.6.2. Any faults located by ACL or notified to ACL by AZCOM
                         shall be rectified promptly by ACL.

                9.1.6.3. Each corrective action shall be performed by ACL and
                         witnessed by AZCOM. A detailed written report
                         containing particulars relating to the faults together
                         with the results of the re-testing shall be submitted
                         to AZCOM immediately after the corrective actions.

                9.1.6.4. ACL shall recommend the Equipment for re-testing only
                         when all faults have been corrected to meet the
                         requirement of the Contract. AZCOM may also perform
                         additional tests it deems necessary. Such additional
                         test procedures shall be agreed upon by both parties.

                9.1.6.5. The rectification of any particulars referred to in
                         this clause shall be carried out by ACL at its own
                         expense and effected promptly upon receipt of notice
                         thereof.

                9.1.6.6. If ACL fails to rectify any such particulars within a
                         reasonable time, AZCOM may elect to have any or all of
                         such particulars rectified through other means. In
                         which event ACL shall compensate AZCOM, within the
                         limits of ACL's liability under the Contract, for all
                         losses, damages, costs, charges, and expenses which
                         AZCOM may sustain by reason of ACL's failure to effect
                         the necessary corrective measures on the particulars
                         referred to.

        9.1.7.  Each System will be initially accepted after ACL has
                demonstrated to AZCOM that all the requirements of the
                Specifications have been complied with, and provided that the
                result shows that:

                a. the System is functioning properly according to the technical
                   specifications; and

                b. the requirements of the Contract have been met.

                In which event, ACL will be granted by AZCOM a certificate of
                System Acceptance five (5) days from the date of System
                Acceptance. The date of the certificate shall be the completion
                date of the stability test.

        9.1.8.  In the event that AZCOM does not grant a certificate of System
                Acceptance but nevertheless AZCOM and ACL mutually agree in
                writing that the System can be put in commercial service, ACL
                shall issue a waiver on their rights for the
<PAGE>

                issuance of System Acceptance certificate up to a certain period
                of time. Such shall not relieve ACL of his responsibility under
                this Contract and ACL shall continue to be responsible for any
                damage attributable to any part of the System which requires
                corrective action.

        9.1.9.  Items requiring corrective actions and items not provided shall
                be jointly identified by AZCOM and ACL. When the outstanding
                corrective action has been taken and the outstanding items
                delivered and approved by AZCOM in writing, a certificate of
                System Acceptance will be granted.

        9.1.10. After the execution of the System Acceptance Test protocol, the
                representative from AZCOM shall indicate the outcome of each
                test. Providing there are no major failures, the representative
                of AZCOM shall sign and date the test protocol, indicating that
                the System is acceptable.

9.2.    Performance Monitoring

        During the Warranty Period the Network shall be, at AZCOM's discretion,
        tested to ensure that the System performance is in line with the System
        specifications.

        These tests shall be as follows:

        - System Functionality Tests
        - Long Term BER Tests
        - Output Power Measurements on the Base Station

        Before any test is conducted, AZCOM shall notify ACL two weeks in
        advance that a test is to be conducted. ACL shall have the option of
        being present at any test. If a test is conducted whilst ACL is not
        present and the results are a failure, AZCOM shall notify ACL so that
        the test can be repeated after an investigation by ACL. If the test
        fails again ACL shall be given 30 days to apply corrective action. If
        after 30 days no corrective action has been taken or a subsequent test
        again fails, the System under test shall be deemed to have failed
        Performance Monitoring and the Warranty Period shall be extended.

        Once a system has failed Performance Monitoring ACL shall be required to
        take corrective action, including the complete replacement of the System
        in question.

        The System Functionality tests as defined by AZCOM may include, but are
        not limited to the following:

        - System Installation and Service Provisioning
        - System Connectivity: 64kbit/s and 128kbit/s Leased Line Data
          Services
        - Network Management System functionality test

        The Long Term BER Test shall be:
        - 168 hour BER. A Pass shall be when the average BER is better than
        10/-7/.

        The Output Power Test shall be:
        - CT Output Power is within 1.5dB of commissioned level.
<PAGE>

        (Commissioned values are as defined within the Acceptance Test Protocol/
        Results)

9.3.    Acceptance for Spares and Tools and Test Equipment

        9.3.1.  The Spares shall be accepted prior to the System Acceptance Test
                of the last System, while the Acceptance Test of tools and test
                equipment shall be conducted prior to their delivery to AZCOM's
                warehouse.

        9.3.2.  Acceptance test for Spares and tools and test equipment shall be
                conducted according to the agreed test procedures which shall be
                submitted by ACL to AZCOM six (6) weeks prior to acceptance
                test.

        9.3.3.  This test shall be conducted once and shall be considered as
                final. After passing the acceptance test successfully,
                acceptance certificate for Spares and tools and test equipment
                shall be issued within two (2) weeks therefrom. If AZCOM does
                not issue the said certificate within two (2) weeks for reasons
                not attributable to the fault of ACL, the acceptance certificate
                shall be deemed to have been issued by AZCOM.

        9.3.4.  Warranty of Spares, tools and test equipment shall be for
                eighteen (18) months from the date of Acceptance.

9.4.    Subscriber Terminal Acceptance Test

        Upon the delivery of the Subscriber Terminals to ACL's warehouse in the
        Philippines, an acceptance test shall be performed. After a successful
        ST Acceptance Test and subsequent issuance of an Acceptance Test
        Certificate by AZCOM the Warranty Period on the subscriber terminals
        shall start.

        The Subscriber Terminal Acceptance Test shall be in two parts. The
        second test shall only be undertaken if the first test fails.

        The first test shall be a sample test. AZCOM shall randomly select 4% of
        subscriber terminals within a delivery batch. These terminals shall be
        tested for normal leased line data operation, and be given a 60-minute
        BER test conducted over the air. The BER results shall be better than
        10 /-7/.

        If during this first test more than 20% of the terminals fail, the
        second test shall be performed. If less than 20% of the terminals fail
        the whole batch of Subscriber Terminals shall be accepted and a
        successful acceptance test certificate issued.

        The second test shall be a complete test of all the subscriber
        terminals. This test shall be for normal leased line data operation, and
        include a 60-minute BER test conducted over the air. The BER results
        shall be better than 10 /-7/. Only Subscriber Terminals that pass
        this test shall be accepted by AZCOM.
<PAGE>

10. MAINTENANCE SPARES

        10.1.   The supply of the Spares at reasonable costs shall be available
                for a period of ten (10) years from the date of the System
                Acceptance of the last System. If the manufacture of any of the
                Spares ceases due to technical development, ACL shall supply
                equivalent replacement parts together with the accessories, if
                needed, at reasonable cost. The ordering procedure shall be
                included in the system documentation.

        10.2.   ACL shall guarantee that the quantity of spare parts to be
                supplied with the main Equipment will be sufficient during the
                Warranty Period. If the quantity is not sufficient for the said
                period due to equipment failures caused by faulty design and
                manufacturing defects, ACL shall supply at its own cost or at no
                cost to AZCOM the additional Spares required to cover the
                shortfall.

        10.3.   The list of Spares to be supplied should fully identify the item
                to facilitate future ordering. It should be possible in the
                future to order the needed parts with no prior agreement with
                ACL.

        10.4.   In case Spares will be used during installation and
                commissioning, ACL shall replenish the same prior to the
                acceptance test of the Spares at no cost to AZCOM.

        10.5.   All Spares used during the Warranty Period shall be replenished
                by ACL within one (1) month at no cost to AZCOM.

11.     TOOLS AND TEST EQUIPMENT

        Tools and test equipment to be supplied for the Equipment shall be in
        accordance with Annex A. The tools and test equipment provided under
        this Contract shall be made available for testing and acceptance work
        without any hindrance up to the acceptance of the last System.

12.     REPAIR SERVICE

        ACL shall guarantee the availability of repair services after Warranty
        Period for all repairable Equipment supplied under Contract No. CN99-
        002. The procedures for repair service including turn around time for
        each item shall be mutually agreed upon by the Parties within two (2)
        weeks from signing of this Contract.

13.     DOCUMENTATION

        ACL shall provide the installation documents, operation and maintenance
        manuals and brochures of all Equipment installed within two (2) weeks
        from signing of this Contract. Two (2) complete sets of such
        documents/manuals shall also be provided to Engineering and Operation
        and Maintenance groups. All documentation shall be written in English.
<PAGE>

14.     WARRANTY

        14.1.   ACL shall be fully responsible for the proper functioning of all
                the Systems covered under this Contract during the period from
                System Acceptance up to the end of the Warranty Period.

        14.2.   During the Warranty Period, ACL shall promptly replace/repair
                defective parts at no cost to AZCOM.

        AZCOM and ACL agree that any matter not covered by this protocol shall
        be discussed and mutually resolved in good spirit for the benefit of the
        successful implementation of the Project.

        For: AZCOM                              For: ACL


        --------------------------------        ------------------------------


        --------------------------------        ------------------------------
<PAGE>

                              LIST OF ATTACHMENTS

Attachment 1    Scope of Work

Attachment 2    Network Configuration and Requirements

                1. Typical Base Station Diagram

                2. Typical Subscriber Terminal Diagram

                3. WAS Network Diagram

                4. AZCOM Network Diagram

Attachment 3    Technical Specification

                3.1 Wireless Access Network

                    3.1.1 ETSI EN301 124 Specifications

                    3.1.2 Airspan Frequency Plan

                    3.1.3 Technical Reference/Brochure

                3.2 DC Power Supply

Attachment 4    Interface Configuration

Attachment 5    Deployment Plan

Attachment 6    Training Program

<PAGE>

                                 ATTACHMENT 1

                                 SCOPE OF WORK
<TABLE>
<CAPTION>
====================================================================================================
     DESCRIPTION                                                                 RESPONSIBILITY OF
====================================================================================================
<S>                                                                              <C>
 A   GENERAL
---------------------------------------------------------------------------------------------------

      1  Building Works                                                              AZCOM
---------------------------------------------------------------------------------------------------
      2  Security for base station and NOC area                                      AZCOM
---------------------------------------------------------------------------------------------------
      3  Provision of technical data and necessary drawings                          AZCOM
           to buildings and infrastructure requirements
---------------------------------------------------------------------------------------------------
      4  Provision of facilities like electrical,                                    AZCOM
           air-conditioning/ventilation
---------------------------------------------------------------------------------------------------
      5  Provision of AC power including necessary mains                             AZCOM
           connection in the main distribution panel and grounding bus bars
---------------------------------------------------------------------------------------------------
      6  Provision and installation of power cable connecting                        ACL
           ACL's equipment to AZCOM supplied rectifiers and to the AZCOM
           supplied Main distribution panel
---------------------------------------------------------------------------------------------------
      7  Supply and installation of towers per design of ACL                         AZCOM
---------------------------------------------------------------------------------------------------
      8  Supply and installation of generator sets and UPS                           AZCOM
---------------------------------------------------------------------------------------------------
      9  Installation of ACL supplied STs                                            AZCOM

---------------------------------------------------------------------------------------------------
 B   EQUIPMENT SUPPLY, INSTALLATION AND TESTING
---------------------------------------------------------------------------------------------------
      1  Conduct of site survey for all sites and radio survey                       ACL
           for Metro Manila
---------------------------------------------------------------------------------------------------
      2  Application of Frequency permit from the government                        AZCOM
           with the assistance of ACL
---------------------------------------------------------------------------------------------------
      3  Supply of Equipment and installation materials according                    ACL
           to the Contract
---------------------------------------------------------------------------------------------------
      4  Provision of Installation tools and test equipment                          ACL
---------------------------------------------------------------------------------------------------
      5  Customs clearance                                                          AZCOM
---------------------------------------------------------------------------------------------------
      6  Loading and unloading of the Equipment to the Job Sites                     ACL
---------------------------------------------------------------------------------------------------
      7  Storage and warehousing                                                     ACL
---------------------------------------------------------------------------------------------------
      8  Dispose of packing materials of equipment                                   ACL
---------------------------------------------------------------------------------------------------
      9  Provision of vehicles needed for the transportation of                      ACL
           the Equipment, personnel, tools and test equipment
---------------------------------------------------------------------------------------------------
     10  Provision of 19" rack mountable DDF terminal blocks and                     ACL
           patch panels for ITU G.703 interface
---------------------------------------------------------------------------------------------------
     11  Connection of ACL equipment to DDF terminal blocks and                      ACL
           patch panels in #10 above
---------------------------------------------------------------------------------------------------
     12  Installation of DDF terminal blocks and patch panels in                    AZCOM
           19" racks
---------------------------------------------------------------------------------------------------
     13  Supply and installation of the internal cables and                          ACL
           equipment wiring
---------------------------------------------------------------------------------------------------
     14  Supply and installation of equipment listed in Annex A                      ACL
           per specifications in Annex B
---------------------------------------------------------------------------------------------------
     15  Supply, installation and mounting of antenna for all the                    ACL
           radio equipment in the base stations
---------------------------------------------------------------------------------------------------
     16  Supply and installation of feeder cables for base                           ACL
           station RF equipment
---------------------------------------------------------------------------------------------------
     17  Provision and installation of TCP/IP-RS232 converters                       ACL
           for NMS connections
---------------------------------------------------------------------------------------------------
     18  Supply of 48VDC Lorain Vortex rectifiers                                AZCOM / PPMC
---------------------------------------------------------------------------------------------------
     19  Installation, test and commissioning of AZCOM provided                       ACL
           rectifiers
---------------------------------------------------------------------------------------------------
     20  Conduct of the Acceptance Testing and Commissioning                     AZCOM / ACL
---------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>


ATTACHMENT 2 AZCOM
NETWORK DIAGRAM
                              (5-year projection)

128k CAVITE

128k        CALAMBA

256k        STA. ROSA

128k        PUERTO P.

128k        BATANGAS

32k LUCENA

64k         LEGASPI

            32k NAGA

128k        BACOLOD

128k ILOILO

32k DUMAGUETE

MNL1                                                           MNL2
1024k                                                          768k


MNL1 (S)                   2Mbit/s                       MNL2 (N)
384 kbit/s    128kbit/s                                  256kbit/s     64kbit/s

CEBU          256kbit/s                                  128kbit/s     384kbit/s
                                    128kbit/s
              768k                             256k DAVAO
              CEBU

SFU 128k

BAGUIO 64k

DAGUPAN 128k

ANGELES 128k

MALOLOS 256k

CABANATUAN 64k

TARLAC 128k


GENSAN 128k

ILIGAN 32k

ZAMBO 64k

CDO 256k

LEGEND :    VSAT
            TERRESTRIAL
            LEASED FACILITY
<PAGE>

                                 Attachment 3:
                        Technical Reference / Brochure

[GRAPHIC          Airspan AS4000 Wireless Fixed Access System
APPEARS
HERE]    Airspan's Point-to-multipoint systems providing 'better than
                            copper' service quality

                 ____________________________________________

<TABLE>
<S>                                                                   <C>
General Description                                                   System Features
Airspan's AS4000 range of wireless access systems                     .  CDMA-based Wireless Fixed Access (WFA) System
provide robust, broadband CDMA for a telecommunication
service provider's local access network.                              .  Supports a full range of telecommunication services:
                                                                         telephony, fax, in-band data modems, leased line data
These systems enable 32kbit/s and 64 kbit/s telephony,                   and basic rate ISDN
56 kbit/s modem connectivity, 2B+D ISDN, 128 kbit/s leased
lines, and internet solutions for business and residential            .  Full public network compatibility, with low delay and
applications.                                                            full service transparency

Designed to provide near line-of-sight wide-area                      .  Highly efficient use of radio spectrum
coverage, the systems operate over distances up to 25km.
                                                                      .  Inherently secure radio interface
AS4000 systems connect to the telephony network via a
standard local exchange/central office switch interface,              .  Simple to install, operate and maintain
and to data and packet networks using standard 2Mbits
and 1.5Mbps interface technologies.                                   .  Meets ETSI TM4 P-MP DS-CDMA Specification (ETS 301 055)

A wide range of ST types are available. These include units for       .  Operates in numerous bands between 1.35 to 4.0 GHz
analogue telephony (single, dual, four and multi-line variants);
128kbit/s digital leased lines; Basic Rate ISDN; and packet           .  Supports up to 2000 64kbit/s telephony lines per cell
data terminals. The ST comprises a compact and unobtrusive radio
unit which is mounted externally at the end-user's premises, a
drop cable that connects the radio unit to an internal unit, and
regular network termination points. The radio unit includes an
integrated flat-plate antenna that can be installed and maintained
without any specialist radio knowledge.

Airspan's Radio Base Stations are named "Central Terminals" (CTs).
These provide the radio link to the Subscriber Terminals (ST) which
are deployed at the end-users' locations. In addition the CTs
provide connectivity to an operator's switch, to an Access
Concentrator (AC) for "Demand Assigned" operation, or to datacomms
equipment. Network interfaces supported include 2-Wire VF, 2Mbits
G.703 with CAS in TS16, DASS2, DSS1, V5.1 or V5.2 signalling schemes.
T1 (1.5Mbit/s) interfaces and signalling schemes are also supported.

System Management is provided through craft terminals, distributed
scaleable PC solutions and/or a TMN (M.3010) Element Manager (SMP),
which provides a full Q3 interface to higher network layers.
</TABLE>

                                       1
<PAGE>

                                 Attachment 3:
                        Technical Reference / Brochure

System Benefits

     .  Minimises initial capital outlay

     .  Reduces the cost of deploying longer or difficult loops

     .  Permits rapid construction of networks

     .  Can be "re-deployed" when copper or fibre systems arrive,    [GRAPHIC
        reducing capital costs                                        APPEARS
                                                                      HERE]
     .  Can be deployed as an overlay network providing premium
        services

     .  Provides 'better than copper' service quality

     .  Provides a cost efficient backhaul alternative for
        cellular / cordless networks, e.g. GSM/DECT/PHS

     .  Provides a cost-effective solution to relieve feeder
        congestion.

Deployment
Airspan AS4000 systems may be deployed either stand-alone or in conjunction with
other access technologies, and are currently operational in more than 30
operators' networks world-wide.

The CT equipment is modular in design, which allows a high degree of flexibility
for provision of multiple services, for cost effective initial provisioning, and
for easy system expansion. The modular nature of the equipment also enables fast
installation and maintenance, and minimises spares inventories.

The design of the subscriber units enables fast installation by a non-specialist
workforce.

The following pictures show examples of AS4000 equipment and deployments.

                                       2
<PAGE>

                                 Attachment 3:
                        Technical Reference / Brochure


External CRU                                      External CRU

[EXTERNAL                                         [EXTERNAL
 CRU GRAPHIC                                       CRU GRAPHIC
 APPEARS HERE]                                     APPEARS HERE]

ST Antenna                                        Internal Subscriber Terminal

[ST ANTENNA                                       [INTERNAL SUBSCRIBER
 GRAPHIC                                           TERMINAL GRAPHIC
 APPEARS HERE]                                     APPEARS HERE]

System Architecture
The following diagram shows the various elements in an Airspan AS4000
deployment.

Note that the CT sites are usually at remote locations (chosen for their radio
coverage) and the traffic is then backhauled to the switch using point-to-point
radio or fibre links.

Fixed Assigned System Architecture

                                       3
<PAGE>

                                 Attachment 3:
                        Technical Reference / Brochure


                      [DIAGRAM DEPICTING AS4000 SYSTEM]

-----------------------------------------------------------
CT:  Central Terminal (Base Station)

          - Antenna Systems (Omni, Sectored)

ST:  Subscriber Terminal

          - External Antenna
          - External CRU
          - External or Internal PSU

CRU: Customer Radio Unit (external)

SC:  Sitespan (AS8100) Craft terminal

EM:  AS8300 TMN Management System (Element Manager)
-----------------------------------------------------------

In "Demand Assigned" (DA) operation the addition of an "Access Concentrator"
(AC) provides the traffic concentration functions and allows flexible
interfacing to the host switching network. This is normally located at the
switch site and allows the traffic from multiple CTs at a number of separate
sites to presented on unified interfaces to the switch.

The following diagram shows the DA architecture:

                                       4
<PAGE>

                                 Attachment 3:
                        Technical Reference / Brochure


                      [DIAGRAM DEPICTING AS4000 SYSTEM]


------------------------------------------------------------------------
AC:  Access Concentrator (required for Demand Assigned operation only)

CT:  Central Terminal (Base Station)

          - Antenna Systems (Omni, Sectored)

ST:  Subscriber Terminal

          - External Antenna
          - External CRU
          - External or Internal PSU

CRU: Customer Radio Unit (external)

SC:  Sitespan (AS8100) Craft terminal

EM:  AS8300 TMN Management System (Element Manager)
-----------------------------------------------------------------------

Detailed Specification
Radio Interface          Point to Multipoint Direct Sequence Spread Spectrum
                         Code Division Multiple Access

Typical Service Area     Rural: 15 - 25 km
                         Suburban: 5 - 15 km
                         Urban: 2 - 5 km

Capacity                 Fixed Assigned:
                         30 x 64 kb/s per RF channel, up to 4 RFs per CT, up to
                         3 CTs per cell

                         Demand Assigned:
                         26 x 64 kb/s per RF channel, typically 2000 lines per
                         CT at 1% Gos, 70 mErlang per line.

Frequency                Channel plans available in 1.35 - 3.6 GHz range in
                         accordance with ITU-R and CEPT plans for Fixed Wireless
                         Services

Deployment               Cellular style frequency re-use ranging from N=3 for
                         omni-cells, to N=1 for sectored cells

Transmission Parameters  RF Power: CT and ST: +21 dBm link

Power Control            60 dB on uplink

RF Modulation            QPSK/DQPSK

                                       5
<PAGE>

                                 Attachment 3:
                        Technical Reference / Brochure

RF Modulation                 QPSK/DQPSK

Link BER                      1 x 10/-7/ or better

Sensitivity                   -98 dBm (fully loaded)

Transmission Delay            Less than 1ms (fixed assigned operation)

Antenna Gains                 CT Omni: +10 dBi
                              CT 65 deg directional: +16.5 dBi
                              ST 30 deg directional: +10 dBi

Network Interfaces            Physical:
                              Two wire analogue VF; 2 Mbit/s G.703/4 (E1) or
                              1.5Mbit/s (T1)

                              Signalling:
                              2 or 4 bit CAS or V5.1 / V5.2

Subscriber Interfaces         Analogue two-wire telephony
                              Basic Rate ISDN (S-interface - Euro ISDN)
                              n x 64 kb/s in G.703 (optional X.21 and V.35)

Physical and Environmental    Rack:
                              2200mm x 300mm x 600mm (ETS 300 119)

                              Power:
                              -24 to -70 VDC

                              Temperature:
                              CT: -5 to +45 deg C (no forced cooling)
                              ST: -30 to +50 deg C

                              Humidity:
                              95% at 40 deg C

                              Wind speed:
                              200 km/hr

                              Ice accumulation:
                              less than 10mm

                              EMC:
                              EN 55022 Class A

 Year 2000 compliance         The AS4000 system is fully Y2k compliant. See
                              statement.
                              ---------

                                       6
<PAGE>

                                 ATTACHMENT 4

                       Airspan Frequency Range - X3 Band

<TABLE>
<S>                       <C>                     <C>
                          F1                      3457.25
                          F2                      3460.75
                          F3                      3464.25
                          F4                      3467.75
                          F5                      3471.25
                          F6                      3474.75
                          F7                      3478.25
                          F8                      3481.75
                          F9                      3485.25
Uplink (ST to CT)         F10                     3488.75
                          F11                     3492.25
                          F12                     3495.75
</TABLE>

 = 3502 MHz
F\\o\\

<TABLE>
<S>                       <C>                       <C>
                          F1'                       3557.25
                          F2'                       3560.75
                          F3'                       3564.25
                          F4'                       3567.75
                          F5'                       3571.25
                          F6'                       3574.75
                          F7'                       3578.25
                          F8'                       3581.75
                          F9'                       3585.25
                          F10'                      3588.75
Downlink (CT to ST)       F11'                      3592.25
                          F12'                      3595.75
</TABLE>

100MHz  Duplex Spacing (TX to RX)

 .  CEPT / ERC / Rec. 14-03E (Turku 1996)
   - 3.5 MHz channelisation, with 100 MHz Duplex spacing
   - `X3' Plan implements top 12 of 25 RF channels.

<PAGE>

                         Attachment 5: Deployment Plan

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
Location
                               Nov-1999  Dec-1999  Jan-2000  Feb-2000  Mar-2000  Apr-2000  May-2000  Jun-2000  Jul-2000  Aug-2000
----------------------------------------------------------------------------------------------------------------------------------
<S>  <C>                       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
1    Manila 1 (DPC)            *                                                                               *
----------------------------------------------------------------------------------------------------------------------------------
2    Manila 2 (Kalookan)       *                                                                                         *
----------------------------------------------------------------------------------------------------------------------------------
3    Cebu                                *
----------------------------------------------------------------------------------------------------------------------------------
4    Davao                                         *
----------------------------------------------------------------------------------------------------------------------------------
5    San Fernando, La Union                        *
----------------------------------------------------------------------------------------------------------------------------------
6    Legaspi                                       *
----------------------------------------------------------------------------------------------------------------------------------
7    Cagayan de Oro                                          *                                                           *
----------------------------------------------------------------------------------------------------------------------------------
8    Calamba                             *
----------------------------------------------------------------------------------------------------------------------------------
9    Batangas                                                *
----------------------------------------------------------------------------------------------------------------------------------
10   Angeles                                                 *
----------------------------------------------------------------------------------------------------------------------------------
11   Malolos                                                           *
----------------------------------------------------------------------------------------------------------------------------------
12   Cabanatuan                                                        *
----------------------------------------------------------------------------------------------------------------------------------
13   Tarlac                                                                      *
----------------------------------------------------------------------------------------------------------------------------------
14   Cavite                              *
----------------------------------------------------------------------------------------------------------------------------------
15   Iloilo                                                                                *
----------------------------------------------------------------------------------------------------------------------------------
16   RBS???                                                                                *
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
17   Bacolod
----------------------------------------------------------------------------------------------------------------------------------
18   General Santos
----------------------------------------------------------------------------------------------------------------------------------
19   Baguio
----------------------------------------------------------------------------------------------------------------------------------
20   Dagupan
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------

Subscriber Terminals
----------------------------------------------------------------------------------------------------------------------------------
     Incremental               *         *         *         *         *         *         *         *         *         *
----------------------------------------------------------------------------------------------------------------------------------
     Cummulative               *         *         *         *         *         *         *         *         *         *
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------

Base Stations
----------------------------------------------------------------------------------------------------------------------------------
     Incremental               *         *         *         *         *         *         *         *         *         *
----------------------------------------------------------------------------------------------------------------------------------
     Cummulative               *         *         *         *         *         *         *         *         *         *
----------------------------------------------------------------------------------------------------------------------------------


<CAPTION>
---------------------------------------------------------------------------------------------------------------
Location                                                                                             Total
                               Sep-2000  Oct-2000  Nov-2000  Dec-2000  Jan-2001  Feb-2001  Mar-2001
---------------------------------------------------------------------------------------------------------------
<S>  <C>                       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
1    Manila 1 (DPC)                                                                                  *
-------------------------------------------------------------------------------------------------------------
2    Manila 2 (Kalookan)                                                                             *
-------------------------------------------------------------------------------------------------------------
3    Cebu                      *                                                                     *
-------------------------------------------------------------------------------------------------------------
4    Davao                               *                                                           *
-------------------------------------------------------------------------------------------------------------
5    San Fernando, La Union                                                                          *
-------------------------------------------------------------------------------------------------------------
6    Legaspi                                                                                         *
-------------------------------------------------------------------------------------------------------------
7    Cagayan de Oro                                                                                  *
-------------------------------------------------------------------------------------------------------------
8    Calamba                             *                                                           *
-------------------------------------------------------------------------------------------------------------
9    Batangas                                                                                        *
-------------------------------------------------------------------------------------------------------------
10   Angeles                                                 *                                       *
-------------------------------------------------------------------------------------------------------------
11   Malolos                                                                                         *
-------------------------------------------------------------------------------------------------------------
12   Cabanatuan                                                                                      *
-------------------------------------------------------------------------------------------------------------
13   Tarlac                                                                                          *
-------------------------------------------------------------------------------------------------------------
14   Cavite                                                                                          *
-------------------------------------------------------------------------------------------------------------
15   Iloilo                                                                                          *
-------------------------------------------------------------------------------------------------------------
16   RBS???                                                                      *                   *
-------------------------------------------------------------------------------------------------------------
                                                                                                     *
-------------------------------------------------------------------------------------------------------------
17   Bacolod                   *                                                                     *
-------------------------------------------------------------------------------------------------------------
18   General Santos                                *                                                 *
-------------------------------------------------------------------------------------------------------------
19   Baguio                                                            *                             *
-------------------------------------------------------------------------------------------------------------
20   Dagupan                                                                               *         *
-------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
Subscriber Terminals
     Incremental               *         *         *         *         *         *         *
-------------------------------------------------------------------------------------------------------------
     Cummulative               *         *         *         *         *         *         *
-------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
Base Stations
     Incremental               *         *                0  *         *         *         *
-------------------------------------------------------------------------------------------------------------
     Cummulative               *         *         #VALUE!   *         *         *         *
-------------------------------------------------------------------------------------------------------------
</TABLE>

Note:

- Above dates assume installation begins beginning of the month for RFS within
  the same month
- Spares will be delivered in June 2000


[*] Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

                                       61
<PAGE>


                                 ATTACHMENT 6


                            AIRSPAN COMMUNICATIONS
                                TRAINING COURSE


                    [GRAPHIC DEPICTING TRAINING IN SESSION]

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>


<S>                                                                                      <C>
INTRODUCTION.........................................................................     3

 Course Content......................................................................     3

HOW TO REGISTER FOR COURSES..........................................................     4

GENERAL REGISTRATION INFORMATION.....................................................     4

 Payment.............................................................................     4
 Cancellation Policy.................................................................     4
 Confirmation Procedure..............................................................     4

REQUESTS FOR ON-SITE COURSES.........................................................     5

 Scheduling On-Site courses..........................................................     5
 On-Site Confirmation................................................................     5
 On-Site Payment.....................................................................     5
 On-site Cancellation Policy.........................................................     5
 Classroom Information...............................................................     6
 Student Evaluation..................................................................     6
 Post Training Evaluation............................................................     6

TRAINING SCHEDULE....................................................................     7

TRAINING COURSES.....................................................................     8

 AS4000 APPRECIATION.................................................................     9
 AS4000 INSTALLATION, COMMISSIONING and MAINTENANCE..................................    10
 AS4000 SUBSCRIBER TERMINAL -  INSTALLATION, COMMISSIONING and MAINTENANCE...........    11
 AS4000 SUBSCRIBER TERMINAL -  INSTALLATION, COMMISSIONING and MAINTENANCE...........    12
 AS4000 CENTRAL TERMINAL -  INSTALLATION and COMMISSIONING...........................    13
 AS4000 CENTRAL TERMINAL -  MAINTENANCE..............................................    14
 AS8100 (SITESPAN) -  INSTALLATION, COMMISSIONING and SYSTEM OPERATION...............    15
 AS4000 DEMAND ASSIGNMENT -  INSTALLATION, COMMISSIONING and SYSTEM OPERATION........    16
 AS4000 - MULTILINE INSTALLATION, COMMISSIONING and MAINTENANCE......................    17
 AS8300 MANAGEMENT SYSTEM -  SYSTEM SUPPORT..........................................    18
 AS8300 MANAGEMENT SYSTEM -  SYSTEM OPERATORS........................................    19
 LITESPAN 120 - CHANNEL BANK INSTALLATION, COMMISSIONING and MAINTENANCE.............    20
 CP600/800 OPERATIONS AND MAINTENANCE................................................    21

COURSE REGISTRATION..................................................................    22

ON-SITE TRAINING REQUEST.............................................................    23

READERS COMMENT......................................................................    24
</TABLE>

Issue 6                          Page 2 of 25                           FEB 1999
<PAGE>


COURSE ASSESSMENT INFORMATION
-------------------------------------------------------------------------------

INTRODUCTION

The staff at AIRSPAN COMMUNICATIONS Customer Training look forward to serving
you and your students.  The training will provide the information necessary to
assist in job performance and is provided by personnel fully conversant with the
product and with many years experience in the training and telecommunications
environment.

Airspan Communications realise how valuable your time is, and we want to ensure
that all pertinent information regarding our training program is covered in this
booklet.  The process for course booking has been made as simple as possible to
avoid delays and confusion.

If you have any questions prior to the start of a course, require any additional
information, or would like to discuss your specific training requirements please
contact Customer Training at:


                    Airspan Communications Ltd

                    Cambridge House

                    Oxford Road

                    Uxbridge

                    Middlesex

                    UB8 1UN

                    United Kingdom


                    Tel: + 44 (0)1895 467475

                    Fax  + 44 (0)1895 467472

Course Content

Airspan Communications is pleased to offer the following range of standard
training modules, which based on our product knowledge and experience are
suitable for general applications.

However, Airspan Communications would be pleased to discuss your particular
training requirements in order to tailor courses to meet your specific product
application and configuration.


For additional details  of these or other training need please contact Airspan
Communications - Customer Training (UK) as detailed above.


Issue 6                          Page 3 of 25                           FEB 1999
<PAGE>


HOW TO REGISTER FOR COURSES

 .  Complete as much as possible of the Course Registration Form prior to
   contacting Airspan Communications Customer Training.

 .  Telephone Airspan Communications Customer Training to discuss you
   requirements. This will allow dates and content of the required training to
   be agreed.

 .  Your training request will be registered.

 .  Mail or FAX the completed Course Registration Form to Airspan Communications
   Customer Training, ensure any supporting documentation, i.e. Purchase Order,
   are included.

GENERAL REGISTRATION INFORMATION

To assist you in completing the Course Registration Form, please refer to the
Course Description and Pricing & Schedule sections for information regarding the
course duration, class size, cost etc.

Please contact Airspan Communications Customer Training if you have any
questions.

Payment

Payment for courses must be received at least fifteen (15) working days prior to
the course start date.  If you would prefer us to bill you, a Purchase Order
authorising us to invoice your company must be submitted with the completed
Course Registration Form.  If other arrangements have been made for payment,
please enclose a copy of that information with the Course Registration Form.

Cancellation Policy

There is a cancellation penalty (100% of the course fee) if written notification
of cancellation is not received fifteen (15) working days prior to the course
start date.

Confirmation Procedure

A confirmation letter will be sent to the contact name on the Course
Registration Form prior to the course start date.  Confirmation letters contain
the following information

     .  Course Title

     .  Course Start and End Dates

     .  Course Times

     .  Students Names

     .  Location of Airspan Communications Customer Training

Issue 6                          Page 4 of 25                           FEB 1999
<PAGE>


REQUESTS FOR ON-SITE COURSES

Selected courses can be conducted at your premise.  It will be the customers
responsibility to ensure the required equipment and suitable training facilities
are available.

The following list should be used as a guide only

     .  Lecture room (size according to numbers)

     .  Whiteboard/markers

     .  Overhead projector and/or

     .  Access to non-traffic carrying equipment

Pleases contact Airspan Communications Customer Training to discuss your
requirements

Scheduling On-Site courses

Cost of an on-site course is given in the Price Schedule

The procedure for completing the On-Site Course Request Form is the same as
Airspan Communications based training

(see HOW TO REGISTER FOR COURSES)

On-Site Confirmation

A letter confirming the agreement and conditions for the On-Site course must be
received by Airspan Communications Customer Training, no later than fifteen (15)
working days prior to the course start date.

On-Site Payment

Payment for on-site courses must be received at least fifteen (15) working days
prior to the course start date.  If you would prefer us to bill you, a Purchase
Order authorising us to invoice your company must be submitted with the
completed On-Site Training Request Form.  If other arrangements have been made
for payment, please enclose a copy of that information with the Request Form.

On-site Cancellation Policy

There is a cancellation penalty (100% of the course fee) if written notification
of cancellation is not received fifteen (15) working days prior to the course
start date.

Issue 6                          Page 5 of 25                           FEB 1999
<PAGE>


Classroom Information

Course times are nominally  0900 to 1630 Monday to Friday, actual times will be
included with the student information sent out prior to the start of the course.

Coffee, tea and soft drinks are available throughout the day in the break room,
normally a buffet lunch will be provided, any special requirements should be
indicated on the booking form.


Please Note:   It is Airspan Communication's policy to prohibit cameras from all
               its establishments.


Airspan Communications Customer Training provide several opportunities for
customer comments regarding our technical courses.  We solicit student feedback
to determine how well we are meeting training needs, and to identify areas that
could be improved.

Student Evaluation

Evaluations are conducted upon completion of the course, allowing attendees the
opportunity to rate the overall effectiveness of the training, in the following
areas

     .  Instructor

     .  Course Content

     .  hands-on sessions

     .  Documentation

All the evaluation results, and comments, are reviewed with one major goal in
mind:


              - EVALUATE TODAY'S TRAINING TO IMPROVE TOMORROW'S -

Post Training Evaluation

Post training surveys are sent to randomly selected attendees and their managers
approximately 60 days after the course.

The Manager is given the opportunity to evaluate Airspan Communications
training, based upon observation of the attendees performance in the working
environment after completion of the training course.

The attendee is given the opportunity to evaluate the effectiveness and
relevance of the training received.

Issue 6                          Page 6 of 25                           FEB 1999
<PAGE>


SCHEDULE
--------------------------------------------------------------------------------

TRAINING SCHEDULE


Please contact you Airspan Communications representative, or Airspan
Communications Training, for information on the current training schedule.

Should you require training for specific dates, please contact Airspan
Communications Training.

If you require training courses not shown in this catalogue, please contact
Airspan Communications Training for further information.

Issue 6                          Page 7 of 25                           FEB 1999
<PAGE>


COURSE DESCRIPTION
--------------------------------------------------------------------------------

TRAINING COURSES


The following section provides an overview of the currently available courses.
Additional information may be provided on request.

Issue 6                          Page 8 of 25                           FEB 1999
<PAGE>


                                     AS4000

                                  APPRECIATION


COURSE NUMBER:      AS001

DURATION:           1 DAY

CLASS SIZE:         MIN 6   MAX. 12

INTENDED AUDIENCE:  This course is intended for any personnel desiring a
                    conceptual understanding of the AIRSPAN AS4000 system.

                    This course provides an overview of the system for those
                    individuals who do not require the in-depth technical
                    training provided in the AS4000 installation, commissioning
                    or maintenance courses.

PREREQUISITES:      None.

OBJECTIVES:         After completion of this course the attendee will:

                    Be aware of the benefits of Airspan, where it can be used
                    and how it fits in with the existing network.

                    Have an understanding of the elements that make up an AS4000
                    system, what they do, what they look like, how they are
                    installed and maintained.

                    Appreciate the operation of the Management System, both
                    AS8100 (Sitespan) and the AS8300 (TMN Network Manager), what
                    they do and the differences between them

                    Be aware of the Airspan Communications support options, card
                    repair etc.

                    Be aware of possible future developments

KEY AREAS:          Overview of AS4000

                    Functions of the system

                    System applications

                    System management

                    Documentation Practice

                    Installation and Commissioning techniques

                    Faulting Techniques

LOCATION:           UK or on-site


Issue 6                          Page 9 of 25                           FEB 1999
<PAGE>

                                    AS4000
                  INSTALLATION, COMMISSIONING and MAINTENANCE


COURSE NUMBER:      MAS001

DURATION:           5 DAYS

CLASS SIZE:         MIN 6   MAX 8

INTENDED AUDIENCE:  This course is designed for personnel who needs to gain the
                    skills and techniques needed for the installation,
                    commissioning and maintenance of the overall AIRSPAN AS4000
                    system.

                    This course covers all the areas included in the individual
                    installation, commissioning and maintenance courses with the
                    exception of the AS8300 Management System

PREREQUISITES:      The attendees are expected to have a general knowledge of
                    transmission systems, their basic functionality,
                    installation procedures and testing.

                    Suitable (company accredited) training to ensure safe and
                    correct working practice is employed for the type of
                    environment encountered at equipment locations.

OBJECTIVES &        AS COVERED UNDER:

KEY AREAS:

                    Subscriber Terminal (ST)
                              Installation/Commissioning and Maintenance
                              (STMAS001A, B or C)

                    Central Terminal (CT)
                              Installation and Commissioning
                              (CTCAS001)

                    Central Terminal (CT)
                              Maintenance
                              (CTMAS001)

                    AS8100 SiteSpan
                              Installation/Commissioning and Operation
                              (SSOA001)

LOCATION:           UK or on-site


Issue 6                         Page 10 of 25                           FEB 1999
<PAGE>

                                    AS4000
                             SUBSCRIBER TERMINAL -
                  INSTALLATION, COMMISSIONING and MAINTENANCE


COURSE NUMBER:      STMAS001A  for  ST-V2
                    STMAS001B  for  ST-D128
                    STMAS001C  for  ST-I1

DURATION:           1 DAY (per ST)

CLASS SIZE:         MIN 6       MAX 8

INTENDED AUDIENCE:  This course is designed for personnel who need to gain the
                    skills and techniques needed for the installation,
                    commissioning and maintenance of the Subscribers Terminal
                    equipment.


PREREQUISITES:      The attendees are expected to have a general knowledge of
                    transmission systems, their basic functionality,
                    installation procedures and testing.

                    Suitable (company accredited) training to ensure safe and
                    correct working practice is employed for the type of
                    environment encountered at equipment locations.

OBJECTIVES:         After completion of this course the attendee will:

                    Understand the requirements of the access network and the
                    benefits AIRSPAN AS4000 offers.

                    Have an basic understanding of the functions carried out by
                    both the Central Terminal and Management Systems.

                    Be aware of, and interpret, the available documentation.

                    Be able to install and commission a Subscribers Terminal.

                    Understand the faulting techniques and indications.

                    Be aware of any system specific safety requirements.

                    Be able to identify and replace FRUs.

KEY AREAS:          Overview of Airspan AS4000

                    System Safety/Other Training Requirements

                    Introduction to Subscribers Terminal Equipment

                    Documentation

                    Installation Techniques for Subscribers Terminal Equipment

                    Commissioning Subscribers Terminal

                    Faulting Techniques

                    Changing Field Replaceable Units

LOCATION:           UK or on-site


Issue 6                          Page 11 of 25                          FEB 1999
<PAGE>

                                    AS4000
                             SUBSCRIBER TERMINAL -
                  INSTALLATION, COMMISSIONING and MAINTENANCE

            This Course Is Under Development (for information only)

COURSE NUMBER:      VSTMAS001A  for  ST-R1
                    VSTMAS001B  for  ST-R2
                    VSTMAS001C  for  ST-L128

DURATION:           TBD

CLASS SIZE:         MIN 6       MAX 8

INTENDED AUDIENCE:  This course is designed for personnel who need to gain the
                    skills and techniques needed for the installation,
                    commissioning and maintenance of the Subscribers Terminal
                    equipment.

PREREQUISITES:      The attendees are expected to have a general knowledge of
                    transmission systems, their basic functionality,
                    installation procedures and testing.

                    Suitable (company accredited) training to ensure safe and
                    correct working practice is employed for the type of
                    environment encountered at equipment locations.

OBJECTIVES:         After completion of this course the attendee will:

                    Understand the requirements of the access network and the
                    benefits AIRSPAN AS4000 offers.

                    Have an basic understanding of the functions carried out by
                    both the Central Terminal and Management Systems.

                    Be aware of, and interpret, the available documentation.

                    Be able to install and commission a Subscribers Terminal.

                    Understand the faulting techniques and indications.

                    Be aware of any system specific safety requirements.

                    Be able to identify and replace FRUs.

KEY AREAS:          Overview of Airspan AS4000

                    System Safety/Other Training Requirements

                    Introduction to Subscribers Terminal Equipment

                    Documentation

                    Installation Techniques for Subscribers Terminal Equipment

                    Commissioning Subscribers Terminal

                    Faulting Techniques

                    Changing Field Replaceable Units

LOCATION:           UK or on-site


Issue 6                          Page 12 of 25                          FEB 1999
<PAGE>

                                    AS4000
                              CENTRAL TERMINAL -
                        INSTALLATION and COMMISSIONING


COURSE NUMBER:      CTCAS001

DURATION:           3 DAYS

CLASS SIZE:         MIN 6   MAX 8

INTENDED AUDIENCE:  This course is designed for personnel who need to gain the
                    skills and techniques needed for the installation and
                    commissioning of the Central Terminal (CT).

PREREQUISITES:      The attendees are expected to have a general knowledge of
                    transmission systems, their basic functionality,
                    installation procedures and testing.

                    Suitable (company accredited) training to ensure safe and
                    correct working practice is employed for the type of
                    environment encountered at equipment locations.

OBJECTIVES:         After completion of this course the student will:

                    Understand the requirements of the access network and the
                    benefits AIRSPAN AS4000 offers.

                    Have an understanding of the functions carried out by both
                    the Subscriber Terminal and Management Systems.

                    Be able to install and commission a Central Terminal.

                    Be aware of, and interpret, the available documentation.

                    Understand the faulting techniques and indications.

                    Be aware of any system specific safety requirements.

                    Be able to identify and replace FRUs.

KEY AREAS:          Overview of AIRSPAN AS4000

                    SAFETY/Other Training Requirements

                    Introduction to Central Terminal Equipment

                    Installation Techniques for Central Terminal Equipment

                    Commissioning the Central Terminal

                    Configuration (using AS8100)

                    Changing Field Replaceable Units

                    Connection to appropriate Management System

LOCATION:           UK or on-site


Issue 6                          Page 13 of 25                          FEB 1999
<PAGE>

                                    AS4000
                              CENTRAL TERMINAL -
                                  MAINTENANCE


COURSE NUMBER:      CTMAS001

DURATION:           2 DAYS

CLASS SIZE:         MIN 6   MAX 8

INTENDED AUDIENCE:  This course is designed for personnel who need to gain the
                    skills and techniques needed to maintain the Central
                    Terminal (CT).

PREREQUISITES:      The attendees are expected to have a general knowledge of
                    transmission systems, their basic functionality,
                    installation procedures and testing.

                    Suitable (company accredited) training to ensure safe and
                    correct working practice is employed for the type of
                    environment encountered at equipment locations.

OBJECTIVES:         After completion of this course the student will:

                    Understand the requirements of the access network and the
                    benefits AIRSPAN AS4000 offers.

                    Have an understanding of the functions carried out by both
                    the Subscriber Terminal and Management Systems.

                    Be aware of, and interpret, the available documentation.

                    Understand the faulting techniques and indications.

                    Be aware of any system specific safety requirements.

                    Be able to identify and replace FRUs.

                    Be able to reconfigure the Central Terminal using AS8100
                    Sitespan

KEY AREAS:          Overview of AIRSPAN AS4000

                    SAFETY/Other Training Requirements

                    Introduction to Central Terminal Equipment

                    Documentation Practice

                    Faulting Techniques

                    Configuration (using AS8100)

                    Changing Field Replaceable Units

LOCATION:           UK or on-site


Issue 6                          Page 14 of 25                          FEB 1999
<PAGE>

                              AS8100 (SITESPAN) -
               INSTALLATION, COMMISSIONING and SYSTEM OPERATION


COURSE NUMBER:      SSOA001

DURATION:           2 DAY

CLASS SIZE:         MIN 4 - MAX 6

INTENDED AUDIENCE:  This course is designed for personnel who needs to gain the
                    skills and techniques needed to install and use AS8100
                    (Sitespan) to monitor the performance or configure the
                    AIRSPAN network.

PREREQUISITES:      Be fully conversant with the support procedures employed in
                    the environment where the Sitespan will be located. Be fully
                    conversant with Windows NT operating system

                    An understanding of the Airspan AS4000 system and its
                    operation.

                    It is expected that this course will be incorporated with
                    the CT courses (CTMAS001/CTCAS001) or overall MAS001 course.

OBJECTIVES:         After completion of this course the attendee will:

                    Understand AS8100 hardware and software requirements.

                    Have an understanding of the functions carried out by both
                    the Central Terminal and the Subscribers Terminal.

                    Be aware of, and interpret, the available documentation.

                    Be able to install and commission AS8100.

                    Understand, and be able to interpret, messages and displays
                    on AS8100.

                    Given the relevant information, be able to configure an
                    AS4000 system.

KEY AREAS:          Overview of AIRSPAN AS4000

                    Safety/Other Training Requirements

                    Introduction to AS8100

                    Documentation Practice

                    Installation Techniques for AS8100

                    AS8100 System Operation

                    Configuration and Control of AS4000 network

LOCATION:           UK or on-site


Issue 6                          Page 15 of 25                          FEB 1999
<PAGE>

                                    AS4000
                              DEMAND ASSIGNMENT -
               INSTALLATION, COMMISSIONING and SYSTEM OPERATION

            This Course Is Under Development (for information only)

COURSE NUMBER:      MDA001

DURATION:           TBD

CLASS SIZE:         MIN 6 - MAX 8

INTENDED AUDIENCE:  This course is designed for personnel who needs to gain the
                    skills and techniques needed to install and maintain the
                    AIRSPAN AS4000 Demand Assignment network.

PREREQUISITES:      An understanding of the AS4000 system and its operation.

                    It is expected that this course will be incorporated with
                    the CT courses (CTMAS001/CTCAS001) or overall MAS001 course.

OBJECTIVES:         After completion of this course the attendee will:

                    Understand demand assignment hardware and software
                    requirements.

                    Have an understanding of the functions carried out by the
                    access concentrator.

                    Be aware of, and interpret, the available documentation.

                    Be able to install and commission equipment.

                    Understand, and be able to interpret, messages and displays
                    on Sitespan.

                    Given the relevant information, be able to configure an
                    AS4000 Demand Assignment system.

KEY AREAS:          Overview of AIRSPAN AS4000

                    Safety/Other Training Requirements

                    Introduction to Demand Assignment Equipment

                    Documentation Practice

                    Installation Techniques for Demand Assignment

                    AS8100 System Operation

                    Configuration and Control of AS4000 DA network

LOCATION:           UK or on-site


Issue 6                          Page 16 of 25                          FEB 1999
<PAGE>

                              AS4000 - MULTILINE
                  INSTALLATION, COMMISSIONING and MAINTENANCE


COURSE NUMBER:      MASM001

DURATION:           2

CLASS SIZE:         MIN 4  MAX 6

INTENDED AUDIENCE:  This course is designed for personnel who needs to gain the
                    skills and techniques needed for the installation,
                    commissioning and maintenance of the overall AS4000
                    MULTILINE system.

PREREQUISITES:      This course is intended to be complementary to MAS001 and
                    MLS001, and as such should be attended immediately after
                    completion of these courses.

OBJECTIVES          After completion of this course the attendee will:

                    Understand AS4000 and Litespan hardware and software
                    requirements.

                    Have an understanding of the functions carried out by both
                    the Central Terminal and the Subscribers Terminal.

                    Be aware of, and interpret, the available documentation.

                    Be able to install and commission a Multiline system.

                    Understand, and be able to interpret, messages and displays
                    on AS8100.

                    Given the relevant information, be able to configure a
                    Multiline system.

KEY AREAS:          Differences between Multiline and AS4000 (core) system.

                    Litespan configuration

                    Litespan

                              installation, hardware and software

                              configuration

LOCATION:           UK or on-site


Issue 6                          Page 17 of 25                          FEB 1999
<PAGE>


                                    AS8300
                              MANAGEMENT SYSTEM -
                                SYSTEM SUPPORT


COURSE NUMBER:      EMSAS001

DURATION:           2 DAYS

CLASS SIZE:         MIN 4   MAX 6

INTENDED AUDIENCE:  This course is designed for personnel who need to gain the
                    skills and techniques needed to support the AS8300
                    operation.


PREREQUISITES:      Be fully conversant with the support of hardware/software in
                    the environment where the AS8300 will be located.


OBJECTIVES:         After completion of this course the attendee will:

                    Be able to install and configure the AS8300.

                    Understand the AS8300 functions and platform services

                    Carry out basic problem solving/troubleshooting

                    Understand, and be able to carry out, database functions,
                    archiving and back-ups.

                    Have an understanding of the data network requirements

KEY AREAS:          Overview of AIRSPAN AS4000

                    Safety/Other Training Requirements

                    Introduction to AS8300 Equipment

                    Documentation Practice

                    Installation Techniques

                    Initiation and Configuration

                    AS8300 System Management

                    Configuration and Monitoring of AS4000

                    Faulting Techniques

LOCATION:           UK or on-site


Issue 6                          Page 18 of 25                          FEB 1999
<PAGE>


                                     AS8300
                              MANAGEMENT SYSTEM -
                                SYSTEM OPERATORS


COURSE NUMBER:      EMOAS001

DURATION:           2 DAYS

CLASS SIZE:         MIN 6   MAX 8

INTENDED AUDIENCE:  This course is designed for personnel who needs to gain the
                    skills and techniques needed to use the AS8300 to monitor
                    the performance or configure the AIRSPAN AS4000 system from
                    a central location.

PREREQUISITES:      Be fully conversant with the support procedures employed in
                    the environment where the AS8300 will be located.


OBJECTIVES:         After completion of this course the attendee will:

                    Understand the HCI features and principles of use

                    Be able to carry out circuit and equipment configuration

                    Be conversant with the monitoring and control functions

KEY AREAS:          Overview of AIRSPAN AS4000

                    Safety/Other Training Requirements

                    Introduction to AS8300 Equipment

                    Documentation Practice

                    AS8300 System Operation

                    Logging On/Off

                    Network Configuration

                    Fault/Error Reports

LOCATION:           UK or on-site


Issue 6                          Page 19 of 25                          FEB 1999
<PAGE>


                          LITESPAN 120 - CHANNEL BANK
                  INSTALLATION, COMMISSIONING and MAINTENANCE


COURSE NUMBER:      MLS001

DURATION:           2 DAYS

CLASS SIZE:         MIN 6   MAX 8

INTENDED AUDIENCE:  This course is designed for personnel who needs to gain the
                    skills and techniques needed to install, commission or
                    maintain a Litespan 120 as a channel bank

PREREQUISITES:      The attendees are expected to have a general knowledge of
                    transmission systems, their basic functionality,
                    installation procedures and testing.

                    Suitable (company accredited) training to ensure safe and
                    correct working practice is employed for the type of
                    environment encountered at equipment locations.

OBJECTIVES:         After completion of this course the attendee will:

                    Understand the features and principles of use

                    Be able to carry out circuit and equipment configuration

                    Be conversant with the monitoring and control functions

KEY AREAS:          Overview of LITESPAN 120

                    Safety/Other Training Requirements

                    Introduction to SA8100 management system

                    Documentation Practice

                    System Operation

                    Logging On/Off

                    Network Configuration

                    Fault/Error Reports

LOCATION:           UK or on-site


Issue 6                          Page 20 of 25                          FEB 1999
<PAGE>


                                   CP600/800
                           OPERATIONS AND MAINTENANCE

            This Course Is Under Development (for information only)


COURSE NUMBER:      CP601

DURATION:           2 DAYS

CLASS SIZE:         MIN 6   MAX 10

INTENDED AUDIENCE:  This course is designed for personnel who need to support,
                    maintain and configure the CP600/800 equipment. Provide new
                    configurations, install and commission new modules.

PREREQUISITES:      General appreciation of Telecom network requirements.
                    Appreciation of general telecommunications terminology and
                    techniques

OBJECTIVES:         After completion of this course the attendee will be able
                    to:

                    Outline the frame structure of a 2Mbit/s digital signal and
                    international signalling systems (i.e. DPNSS, CCS, CAS).

                    Describe the meaning of typical digital alarms

                    Describe basic faulting techniques

                    Outline the functions of the CP600/800

                    Outline the functions of each module (e.g. ISDN, F/Relay,
                    etc.)

                    Given configuration and mapping requirements, perform the
                    appropriate operations to configure and commission new
                    modules.

KEY AREAS:          Digital transmission overview

                    CP600/800 'system' support and maintenance

                    System applications

                    Operational Maintenance

                    Functional Requirements

                    Alarms and Trouble Shooting

LOCATION:           UK or on-site


Issue 6                          Page 21 of 25                          FEB 1999
<PAGE>



COURSE REGISTRATION


Course Information

       Course Title        ....................................................

       Number              ....................................................

       Start Date          ....................................................

       Number of Attendees ....................................................

Names                      ....................................................

                           ....................................................

                           ....................................................

                           ....................................................

                           ....................................................

                           ....................................................

                           ....................................................

       Location            ....................................................

Additional Requirements

     Car Parking Spaces Required                  Yes/No

     Number            ....................................................

     Buffet Lunch - Special requirements ..................................

                       ....................................................

Company Information    ....................................................

     Contact Name      ....................................................

     Address           ....................................................

                       ....................................................

                       ....................................................

                       ....................................................

     Tel               ....................................................

     Billing Name      ....................................................
     and Address
                       ....................................................

                       ....................................................

                       ....................................................

                       ....................................................


Issue 6                          Page 22 of 25                          FEB 1999
<PAGE>


ON-SITE TRAINING REQUEST


Course Information

       Course Title        ...............................................

       Number              ...............................................

       Start Date          ...............................................

       Number of Attendees ...............................................

Training location

       Company Name        ...............................................

       Address             ...............................................

                           ...............................................

                           ...............................................

                           ...............................................

                           ...............................................

                           ...............................................

                           ...............................................

                           ................................................

     Contact Name          ................................................

     Tel                   ................................................

     Fax                   ................................................

Billing Information

     Billing Name          ................................................

     Address               ................................................

                           ................................................

                           ................................................

                           ................................................

                           ................................................

                           ................................................

     Method of Payment     ................................................

Training Information

     System Available                             Yes/No

     Live Traffic on System                       Yes/No

     Dedicated training facilities available      Yes/No

     Additional Information................................................

                           ................................................

                           ................................................


Issue 6                          Page 23 of 25                          FEB 1999
<PAGE>


READERS COMMENT


We welcome any suggestions or comments that will help improve this catalogue.

Is this document complete?                        Yes/No

Comments                   ....................................................

                           ....................................................

                           ....................................................

                           ....................................................

Is this document well-organised and user-friendly?  Yes/No

Comments                   ....................................................

                           ....................................................

                           ....................................................

                           ....................................................

Additional comments
                           ....................................................

                           ....................................................

                           ....................................................

                           ....................................................

                           ....................................................

                           ....................................................

From:

     Name                  ....................................................

     Company               ....................................................

     Address               ....................................................

                           ....................................................

                           ....................................................

                           ....................................................

                           ....................................................

     Tel:                  ....................................................

RETURN TO:                 Attention Customer Training
                           Airspan Communications Ltd
                           Cambridge House
                           Oxford Road
                           Uxbridge
                           Middlesex
                           UB8 1UN
                           Fax:  +44 (0)1895 467472


Issue 6                          Page 24 of 25                          FEB 1999
<PAGE>


TRADEMARKS          The following are registered trademarks of Airspan
                    Communications Corporation:

                             Airspan(R)
                             Airplan(R)
                             Sitespan(R)

                    The following are registered trademarks of DSC
                    Communications Corporation:

                             Litespan(R)

REFERENCES          References in the booklet to persons involved in training as
                    students, instructors, trainees or administrators are often
                    in the form of personal pronouns. When these forms are used
                    to refer to individuals, it is done to promote an ease of
                    reading the booklet, and is in no way intended to
                    discriminate against persons of either sex.

                    Nothing in the material should be constructed to indicate a
                    discrimination because of race, colour, religion, sex, age
                    or national origin.

INFORMATION         Information contained in this booklet is subject to change.






             Prepared by Airspan Communications Customer Training.


Issue 6                          Page 25 of 25                          FEB 1999
<PAGE>


                                    ANNEX C

                        AZ Communications Network, INC.

                                                    Order No CN99-015

Supplier :   Airspan Communications Limited         Page _______ of ______

             Cambridge House, Oxford Road           Date :

             Uxbridge Middlesex, UB8 1UN UK         Quotation No. :

Ship to :    refer to Contract No. CN99-002/S and   Supplier's Del.
             CN99-002/S
                                                    Date:

                                                    Requested Del.

Terms :      refer to Contract No. CN99-002 and     Date:  ASAP
             CN99-002/S

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
Equipment Description - Demand Assigned                    Quantity       Unit Price        Extended Price
Revised for 20 BS, 322 STs                                 Required     after discount      after discount
-------------------------------------------------------------------------------------------------------------
<S>                                                        <C>          <C>                 <C>
    Subscriber Terminal
    L 128 Internal Subscriber Terminal

    DA Modules
    CT Rack with combiner & 2 DA shelves
    CT Expansion Rack with alarm & 2 DA shelves
    Basic RF plug in set for CT (PA+MON+2PSU+DIPLNA)
    RF plug in expansion set for omni/multi-sector CT
     (PA+PSU+DIPLNA)
    Basic DA Card set (rf+AU+TU+SC+2PSU)
    DA Modem Card
    AC Rack with alarm & 1 AC shelf
    Basic AC Card Set (64kbit/s) (2PSU+SC+CTU+XTU)

    Antenna Modules
    Omni Antenna System, incl. Feeder and kit

    Sitespan NMS
    Sitespan HW plantform
    Sitespan Client / Server Software License
    Sitespan Shelf License
    STMON

    Misc.
    System Spares
    Tools (CT and ST Installation and Maintenance)
    Survey Tool
    Pump-up mast for use with survey tool
    TCP/IP to RS232 Converter for NMS Backhaul

    Mandatory Services
    Documentation Set (CD ROM)
    Design/Engineering Services
    Installation and Commissioning
    Project Management
    Inland Transportation and Warehousing
    Technical Assistance
    Factory Inspection / Foreign Training
    Local Training
-------------------------------------------------------------------------------------------------------------
Total Cost of Equipment and Services in US$
-------------------------------------------------------------------------------------------------------------
</TABLE>

Note:
This P.O. is contingent on AZ Communications Network Inc and Airspan
Communications Limited signing Contract No. CN 99-002 and CN99-002/S.  Terms and
conditions as defined in Contract CN99-002 shall apply to this P.O.
                                                                 TOTAL
_______________________________________________________________________________

PLEASE REFER TO OUR ORDER              for:  AZ Communications Network, Inc.
NUMBER ON ALL CORRESPONDENCE                 FAX NO. (+63-2) 894-1129

Noted by:                              Approved by:
       ________________________               _________________________