<PAGE>

                                       i

                                                                  Exhibit 10.4

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




                                    between

                              SUNTEL PRIVATE LTD

                                      and

                          AIRSPAN COMMUNICATIONS LTD

                                      for

                               Purchase Order No

                                  LP/0442/99

                                April 26, 1999
<PAGE>

                                      ii

This Contract is entered into between:


                    Suntel (Private) Ltd. ("The Purchaser")

                                of the one part

                                      and

                   Airspan Communications Ltd ("Contractor")

                              of the other part.

________________________________________________________________________________
(C) Suntel Private LTD           Confidential                   1999
<PAGE>

                                      iii

                                   Contract
                                   --------

                               Table Of Contents
                               -----------------

<TABLE>
Introduction
<S>        <C>
Clause 1   Definitions

Clause 2   Contractor's Scope of Supply

Clause 3   Contractor's Subcontractors
           3.1 General
           3.2 Technical information

Clause 4   Specifications
           4.1 General
           4.2 Technical Specification
           4.3 System Description
           4.4 Design, construction and manufacture
           4.5 Information from The Purchaser

Clause 5   The Purchaser's Share of Responsibilities

Clause 6   Changes

           6.1 General
           6.2 Changes demanded by The Purchaser
           6.3 Changes proposed by the Contractor
           6.4 Contractor's obligation to propose changes
           6.5 The Purchaser's approval of changes
           6.6 Supplementary agreement
           6.7 Variations in prices
               6.7.1  Increase or decrease in prices
               6.7.2  Reimbursements to The Purchaser for increased costs

Clause 7   Project Group, Progress Report, Time Schedule and Delays

           7.1 Project group
           7.2 Progress report
           7.3 Time schedule
           7.4 Delays

Clause 8   Inspection

           8.1 General
           8.2 No prejudice
</TABLE>

________________________________________________________________________________
(C) Suntel Private LTD           Confidential                   1999
<PAGE>

                                      iv

<TABLE>
<S>        <C>
           8.3    Subcontractors

Clause 9   Acceptance Procedure and Actual Date of Delivery

           9.1    General
           9.2    Quality assurance
           9.3    System test (or Site Acceptance Test)
           9.4    Acceptance test (or System Acceptance Test)
           9.5    Actual Date of Delivery

Clause 10  Warranties and Certain Consequences in the Event of Breaches of
           Warranties

           10.1   Warranty period
           10.2   Corrective Measures Activity
           10.3   Warranty of Corrective Measures
           10.4   Notification of defects
           10.7   Warranty regarding replaced or corrected parts
           10.8   Warranty of Reliability and Maintainability
           10.9   Warranty of Documentation
                  10.9.1  Sufficient and adequate for Operation and Maintenance
                  10.9.2  Additional Documentation
           10.10  Spares Warranty
           10.11  Warranty of right to use and reproduce etc.
           10.12  Repairs Warranty
           10.13  Warranty for production
           10.15  Title and intellectual property rights
           10.16  Exceptions from warranties
           10.17  Records of events

Clause 11  Delivery

           11.1   Equipment and Software
                  11.1.1  Contractual Date of Delivery
                  11.1.2  Passing of Title
                  11.1.3  Software license
           11.2   Installation
           11.3   Training
           11.4   Documentation
           11.5   Spare parts
           11.6   Test Instruments
           11.7   Marking
</TABLE>

________________________________________________________________________________
(C) Suntel Private LTD           Confidential                   1999
<PAGE>

                                       v

<TABLE>
<S>        <C>
           11.8    Packing
           11.9    Order Procedure

Clause 12  Liquidated Damages in the Event of Delays in Delivery
           12.1 General
           12.2 WLL System, training, documentation, spare parts and test
                instruments
           12.3 Delays caused by The Purchaser or Force Majeure Events

Clause 13  Prices

Clause 14  Payments
           14.1    General
           14.2.1  Equipment and Software
           14.4.1  Invoicing
           14.4.2  Interest

Clause 15  Liability for Accidents, Damage and Loss
           15.1    Liability before passing of risk
           15.2    Other indemnification
           15.3    Gross misconduct
           15.4    Limitation of The Purchaser's liability
           15.5    Obligations to limit damages and loss

Clause 16  Patents and Other. Intellectual and Industrial Property Rights

Clause 17  Force Majeure

Clause 18  Optional Orders

           18.1    WLL System
           18.2    Terms and conditions
           18.3    Exercise of option

Clause 19   Network and Maintenance

Clause 20   Non Waiver

Clause 21   Language

Clause 22   The Purchaser's Approval

Clause 23   Compliance with the Law

Clause 24   Assignment

Clause 25   Termination

Clause 26   Cancellation

            26.1   General
            26.2   Cancellation due to Contractor
            26.3   Cancellation with reference to Force Majeure
</TABLE>

________________________________________________________________________________
(C) Suntel Private LTD           Confidential                   1999
<PAGE>

                                      vi

<TABLE>
<S>       <C>
          26.4   Consequences of cancellation according to 26.2
          26.5  Consequences of cancellation according to 26.3
          26.6   Ownership to Equipment etc.
          26.7   Survival of Clauses

Clause 27 Entire Agreement Modifications of the Contract

Clause 28 Order of Priority

Clause 29 Applicable Law

Clause 30 Confidentiality

Clause 31 Disputes

Clause 32 Notices

Clause 33 Support Bond

Clause 34 Contract Period
</TABLE>


________________________________________________________________________________
(C) Suntel Private LTD               Confidential                  1999



<PAGE>

                                      vii

                   List of Annexes to the Contract Document
                   ----------------------------------------

     Annex 1    Technical Specifications

     Annex 2    Compliance List to the Technical Specifications

     Annex 3    System Description

     Annex 4    Price Summary

     Annex 5    Price Lists

     Annex 6    Discount Table

     Annex 7    Equipment and Software

     Annex 8    Optional Equipment and Software

     Annex 9    Turn-key services

     Annex 10   Training

     Annex 11   Documentation

     Annex 12   Spare Parts

     Annex 13   Test Equipment

     Annex 14   Logistics

     Annex 15   Quality

     Annex 16   System Requirements

     Annex 17   Acceptance Procedure

     Annex 18   Time Schedule

     Annex 19   Share of Responsibilities

     Annex 20   Subcontractors and Local Support

     Annex 21   Network Operations and Maintenance

     Annex 22   Vendor Financing

     Annex 23   Insurance

     Annex 24   Availability

     Annex 25   Definition of Service Effecting Errors

________________________________________________________________________________
(C) Suntel Private LTD           Confidential                   1999
<PAGE>

                                     viii

     Annex 26   Software License

     Annex 27   Project Organisation

________________________________________________________________________________
(C) Suntel Private LTD           Confidential                   1999
<PAGE>

                                       i

                             Clause 1- Definitions
                             ---------------------

For the purpose of this Contract the following words and abbreviations shall
have the meaning herein assigned to them unless the subject matter or context
would obviously require otherwise:

"Actual Date of Delivery" with respect to the WLL System shall mean the date
defined in Clause 9.5. And applies to the first phase of the project as defined
in Annex 18.

"Delivery" shall be delivery of equipment that is not part of the phase 1.

"The Purchaser's Share of Responsibility" shall mean all buildings, facilities
and equipment as well as all labour and services to be or caused to be provided
by The Purchaser under this Contract as further set out in Clause 5.

"Contract" shall mean this Contract between the Purchaser and the Contractor,
including all Annexes as amended from time to time and incorporated herein and
all documents to which reference may properly be made in order to ascertain the
right and obligations of the parties.

"Contract Price" shall mean that the sum so named in the Contract together with
any additions thereto or deductions therefrom as are agreed in writing under the
Contract.

"Contractor's Scope of Supply" shall mean all Equipment, Software,
Documentation, Installation, spare parts, test instruments, services and other
activities to be supplied by the Contractor.

"Contractual Date of Delivery" with respect to the WLL System shall mean the
date defined in Clause 11.1.1.

"Day" shall mean calendar day.

"CIP" as defined in INCOTERMS 1990.

"Documentation" shall mean all necessary written and drawn information about the
WLL System for operation, maintenance and training.

"Equipment" shall mean the hardware including standard software (except
documentation other than documentation included in Software) collectively
(including spare parts) that is to be supplied by the Contractor under this
Contract.

"WLL System" shall mean all Equipment and Software to be supplied by the
Contractor meeting all the requirements of this Contract including the details
set out in Annexes 7-13 and 21, when properly installed, interfaced and used in
conjunction with the Contractor's Scope of Supply obligations defined in the
Technical Specification.

"Installation" shall mean assembling and testing.

"Latest Version" shall mean the last maintained release of software issued to
The Purchaser and in use on the System.

"Licence" shall mean the Licence grated to The Purchaser by Supplier.

"Month" shall mean calendar month.

"Object Code" shall mean Software either written directly or translated from
Source Code, which when presented on a suitable medium may be directly executed
by and through computer hardware and/or firmware and which code may be stored on
any storage medium whatsoever.
<PAGE>

                                      ii

"Premises" shall mean the place or places other than the Contractor's premises
to which the Equipment and Software are to be delivered or where Contractor's
Scope of Supply obligations are to be carried out.

"Software" shall mean all operating systems, application, programs, compilers,
utilities, service software and other programs and associated documentation
provided by the Contractor for inclusion in the WLL System.

"Software Release" shall mean revisions to Software containing new features or
enhancements.

"Source Code" shall mean Software in assembly language or any higher-level
language and all available appropriate documentation.

"Specifications" shall have the meaning set out in Clause 4.1 and shall include
Technical Specifications.

"System" shall be as described in Annex 3.

"Technical Specifications" shall have the meaning as set out in Subclause 4.1.

"Tender" means the tender published by Suntel.

"Time Schedule" shall have the meaning appearing in Subclause 7.3.

"Week" shall mean calendar week.

"Limited commercial traffic" is defined as commercial service provided with
subscriber terminals used and provided for site and system acceptance (which are
supplied in the first phase of this contract).

________________________________________________________________________________
(C) Suntel Private LTD           Confidential                   1999
<PAGE>

                                      iii

                    Clause 2 - Contractor's Scope of Supply
                    ---------------------------------------

The Contractor undertakes to supply and shall deliver to The Purchaser in
accordance with the terms and conditions of this Contract the WLL System, all of
which shall meet the requirements set out in this Contract.

In the performance of its undertakings under this Contract the Contractor shall
provide (if purchased) the Purchaser with a WLL System consisting of

- Equipment and Software set out in Annex 7

- Optional Equipment and Software set out in Annex 8

- Turn-Key Services set out in Annex 9

- Training set out in Annex 10

- Documentation set out in Annex 11

- Spare parts set out in Annex 12

- Test Equipment set out in Annex 13

- Network operations and maintenance set out in Annex 21

all on the terms and conditions set out in this Contract.

The Contractor shall consequently, with regard to the Contractor's Scope of
Supply and services unless otherwise specifically stated in this Contract, bear
the responsibility for providing:

all design, engineering, labour, materials, equipment, software, services, tools
and instruments, Documentation, information, manufacture, assembling, technical
marking, packing, transportation, action, unloading, Installation,
commissioning, inspection, testing, delivery, training and maintenance support
with respect to the WLL System

and undertakes - without extra costs to The Purchaser - to provide hardware,
software, documentation, services or other activities which are necessary to
fulfil the Contractor's obligations as set forth in this Contract.

Concerning design responsibility the Contractor shall be solely responsible for
the design and adequacy of the System and shall not claim any additional payment
nor be relieved from any obligation imposed on it by this Contract on grounds of
misunderstanding or insufficient information received from and/or supplied by
The Purchaser and/or its representatives on any matter whatsoever related to
this Contract.

The Contractor's responsibility for the design of the System shall not in any
way be diminished nor shall its design approach be restricted or limited by The
Purchaser's acceptance of the Contractor's guidance or recommendations as to
engineering standards

and design specifications or by The Purchaser's suggestions or recommendations
on any aspect of the said design.

The System shall be commercially functional and fully available for at least
99.50 % of the time, 24 hours a day, throughout the full calendar year. The
definition and calculation for availability is given Annex 24 Availability.

Failure to meet the above parameters will be deemed as breach of performance and
shall be referred to the project group, which shall determine the impact of
extent of any penalty, according to the terms and conditions within the
contract.

________________________________________________________________________________
(C) Suntel Private LTD           Confidential                   1999
<PAGE>

                                      iv

                    Clause 3 - Contractor's Subcontractors
                    --------------------------------------

3.1  General
------------

     Subject to any expressed provision to the contrary contained in this
     Contract, The Purchaser hereby agrees that the Contractor in the
     performance of this Contract may enter into subcontract and purchase
     arrangements with subcontractors with respect to the services, work at site
     units of the Equipment and Software, therein referred to, provided that any
     subcontracting by Contractor is subject to the prior written consent of The
     Purchaser on a case by case basis. This consent of The Purchaser shall in
     no way affect the Contractor or relieve the Contractor from its
     responsibilities or obligations under this Contract nor create any
     contractual or employer - employee relationship between The Purchaser and
     any subcontractor or supplier of the Contractor.

     The Contractor may substitute individual subcontractors, provided that the
     Equipment offered by another subcontractor can be integrated in the WLL
     System and in particular that it and its spare parts are pin-to-pin
     compatible with the substituted ones, while maintaining the full
     responsibility of the Contractor for all requirements and guarantees
     specified.

     Contractor's subcontractors, their names, addresses and equipment or
     services to be supplied, are set out in Annex 20.

3.2  Technical information
--------------------------

     The Contractor shall without charge furnish The Purchaser with such
     technical information as The Purchaser may from time to time require - in
     order to be able to make reliable evaluations and to operate, maintain,
     repair and replace - with respect to any materials and components that the
     Contractor will purchase from other sources as well as materials and
     components that the above subcontractors and suppliers will employ in the
     performance of the Contract, provided that the said information is or can
     reasonably be made available to the Contractor.

________________________________________________________________________________
(C) Suntel Private LTD           Confidential                   1999
<PAGE>

                                       v

                           Clause 4 - Specifications
                           -------------------------

4.1  General
------------

     In satisfying its obligations under this Contract the Contractor shall
          incorporate into the Contractor's Scope of Supply the standards and
          specifications defined in Subclauses 4.2 - 4.3 (inclusive), all of
          which will hereinafter collectively be referred to as the
          "Specifications". The said term shall also include any subsequent
          amendment or addition to the said standards or specifications.

4.2  Technical Specification
----------------------------

     The Contractor's Scope of Supply shall in all respects satisfy those
          technical and performance specifications that are set out in Annex 1,
          and 2 hereto.

4.3  System Description
-----------------------

     The Contractor's Scope of Supply shall in all respects satisfy those
          descriptions that are set out in Annex 3 hereto.

4.4  Design, Construction and Manufacture
-----------------------------------------

     The WLL System shall

     (i)  be designed, constructed, manufactured and assembled so as to achieve
     reliability in accordance with the provisions set out in Annex 1, 2 and 3
     and Annex 15 and otherwise in accordance with good engineering and
     manufacturing practices, and

     (ii) be such as to ensure that the WLL System will function properly, both
     separately and as an integrated and reliable part of the networks to which
     it is connected. The Contractor shall always take into account the
     importance that The Purchaser attaches to the requirements that the WLL
     System shall be easy to handle with respect to operation and maintenance.
     The Contractor shall execute the Contract with the care, skill and
     diligence expected from a competent contractor.

4.5  Information from The Purchaser
-----------------------------------

     To the extent the Contractor has not obtained from The Purchaser all
     necessary information already prior to the signing of this Contract (and
     has not been provided by The Purchaser under Clause 5), the Contractor
     undertakes to take all such actions as are necessary to obtain all
     information regarding technical features and characteristics of as well as
     other circumstances relating to the relevant networks, The Purchaser'
     equipment and information regarding WLL recommendations released by ETSI
     (that are defined below) to enable the Contractor to fulfil its
     undertakings under this Contract and to provide The Purchaser with
     Contractor's Scope of Supply fulfilling all the requirements set out in the
     Specifications or otherwise in this Contract.

     To the extent the Contractor so requests in writing The Purchaser shall
     furnish the Contractor with such information as is referred to above that
     is readily available to The Purchaser or, if the information is not so
     available, advise the Contractor of such knowledge (if any) as The
     Purchaser may have readily available, on how to obtain the required
     information.

     Relevant WLL ETSI Recommendations
     ---------------------------------

  ETS 301 055 - Transmission and Multiplexing (TM);
                Digital Radio Relay Systems (DRRS);
                Direct Sequence Code Division Multiple Access (DS-CDMA)
                point-to-multipoint DRRS in frequency bands
                in the band 1 GHz to 3 GHz

________________________________________________________________________________
(C) Suntel Private LTD           Confidential                   1999
<PAGE>

                                      vi

             Clause 5 - The Purchaser's Share of Responsibilities
             ----------------------------------------------------

     The Purchaser's shall provide or cause to be provided the facilities,
          equipment, labour and services that are set out in Annex 19.
                                                             --------

________________________________________________________________________________
(C) Suntel Private LTD           Confidential                   1999
<PAGE>

                                      vii

                              Clause 6 - Changes
                              ------------------

6.1  General
------------

     The parties recognise that changes to the Contractor's Scope of Supply or
     otherwise of this Contract may be necessary or desired after the date of
     signing of the Contract. The following provisions shall apply to The
     Purchaser and the Contractor's rights and obligations with respect to such
     changes. To be deemed to be a change under this Clause 6, the change shall
     have been demanded by The Purchaser or proposed by the Contractor, as the
     case may be.

     Any new or changed Software and Equipment shall be considered as an
          integrated part of the WLL System and shall fall under the conditions
          of this Contract.

6.2   Changes Demanded by The Purchaser
---------------------------------------

     The Purchaser shall have the right at any time to request reasonable
     changes in the Specifications and other changes in the Contractor's Scope
     of Supply. The Contractor agrees to effect all such reasonable changes as
     The Purchaser may request, subject to changing price as provided in Clause
     6.7.1 and reasonable other conditions.

6.3  Changes Proposed by the Contractor
---------------------------------------

     The Contractor shall inform The Purchaser about any possible change,
          possible improvement or development regarding the WLL System and
          related technology that comes to the Contractor's knowledge during the
          validity of this Contract and that is not already known to The
          Purchaser.

     The Contractor may propose such changes of the Contractor's Scope of Supply
          as the Contractor deems appropriate.

6.4  The Contractor's Obligation to Propose Changes
---------------------------------------------------

     The Contractor shall be obliged to propose such changes to the Contractor's
           Scope of Supply as are necessary or advisable in order to
     (i)   achieve technical improvements of the WLL System, or otherwise
           implement technical or economical improvements or new technology or
           experiences;

     (ii)  obtain consents necessary from authorities Sri Lanka or

     (iii) otherwise minimise the cost of day-to-day operation and maintenance
           of the WLL System.

6.5  The Purchaser's Approval of Changes
----------------------------------------

     The Contractor may not, without the prior written consent of The Purchaser,
     make any change to any part of the Contractor's Scope of Supply, - even if
     after such change Contractor's Scope of Supply still complies with the
     Specifications.


6.6  Supplementary Agreement
----------------------------

      For each change, whether proposed by the Contractor or The Purchaser, the
          Contractor shall provide The Purchaser with a written offer. Such
          offer shall set forth in detail the change of the Contractor's Scope
          of Supply and shall contain information on possible changes of

      - Equipment
      - Software
      - Documentation

________________________________________________________________________________
(C) Suntel Private LTD           Confidential                   1999
<PAGE>

                                     viii

      - Training
      - Turn-key Services
      - Spare parts
      - Test Equipment
      - Prices
      - Contractual Date of Delivery
      - Other Dates according to Time Schedule
      Warranties

      and on other changes of The Purchaser's Scope of Supply resulting from the
          change in question as well as on any other terms and conditions that
          according to the Contractor shall govern the change. The information
          on prices shall be split on the various items that The Purchaser
          reasonably requires and be accompanied by all necessary drawings and
          specifications including a description of the consequences for the WLL
          System, the environments, the reliability, the maintainability, the
          training of The Purchaser's staff, the Contractor's Scope of Supply
          and The Purchaser's Share of Responsibility etc. sufficiently detailed
          so as to permit The Purchaser to judge on the reasonableness of the
          prices and other terms and conditions.

      If the change has been proposed by The Purchaser the offer shall be
          submitted by the Contractor as soon as practicable, however, in no
          case later than thirty (30) days after receipt of The Purchaser's
          proposal. The Contractor shall be bound by any offer referred to
          herein for such a period of time as is required to enable The
          Purchaser to evaluate and make decision on the basis of the offer.

      Any change according to Subclauses 6.2, 6.3 and 6.6 above has to be agreed
          by The Purchaser in' the form of a written numbered change order or
          supplementary order ("Supplementary Agreement"). The Contractor shall
          not commence any work relating to such a change until The Purchaser
          has authorised the same and all the related terms and conditions.
          However, if The Purchaser so requests in writing, the Contractor shall
          be obliged to commence and carry out minor or urgent changes,
          notwithstanding that all of the terms and conditions have not at that
          time been agreed to by The Purchaser.

6.7   Variations in Prices
-------------------------

      6.7.1 Increase or decrease in Prices
      ------------------------------------

      In the event that a change referred to in Clause 6 would result in

      (i)  a material increase of the Contractor's costs for the Contractor's
           performance under this Contract or

      (ii) a material decrease of the Contractor's costs for the Contractor's
           performance under this Contract

      then the parties shall mutually in writing agree upon, in good faith, such
      price increase or decrease as the case may be.

      In the ascertainment and determination of such an increase or decrease,
      rates and prices specified in this Contract shall as far as possible serve
      as a guide. Where this is not possible, the increase or decrease shall be
      an amount that is reasonable in view of all the circumstances.

6.7.2 Reimbursements to The Purchaser for increased costs
---------------------------------------------------------

      6.7.2.1 It is expressly agreed that The Purchaser shall in no event bear
              any increase of Contract Prices resulting from changes required in
              order to make the WLL System meet the requirements set out in this
              Contract.

________________________________________________________________________________
(C) Suntel Private LTD           Confidential                   1999
<PAGE>

                                      ix

      6.7.2.2 Any costs or expenses incurred by The Purchaser due to such a
              change shall be reimbursed by the Contractor on demand and may be
              set off by The Purchaser against any payment The Purchaser shall
              make to the Contractor under this Contract.

      6.7.2.3 In the event that any change would require a change of The
              Purchaser's Share of Responsibility or of any other equipment
              belonging to The Purchaser, and the Contractor has failed to
              inform The Purchaser of this fact prior to the conclusion of the
              Supplementary Agreement referred to in Subclause 6.6 above, the
              Contractor shall reimburse The Purchaser for all such increase of
              costs that The Purchaser will incur due to such a change and the
              provisions of set-off in Subclause 6.7.2.2 above shall apply.

________________________________________________________________________________
(C) Suntel Private LTD           Confidential                   1999
<PAGE>

                                       x

      Clause 7 - Project Group, Progress Report, Time Schedule and Delays
      -------------------------------------------------------------------

7.1  Project Group
------------------

     For the supervision of the parties' performance under this Contract, the
     Contractor and The Purchaser shall on The Purchaser's request form a joint
     project group consisting of representatives from each party ("Project
     Group") which shall decide when and where to meet. Each party shall bear
     all costs for its own representatives. Minutes of meetings shall be kept
     and signed by one representative of each party authorized to this effect.
     When considered necessary representatives of subcontractors and experts of
     the parties shall attend the meetings. It is incumbent upon the Contractor
     to see to it that representatives of the Contractor's subcontractors will
     attend, if so required. The costs for such experts shall be borne by the
     party in question. The costs for representatives of the subcontractors of a
     party shall be borne by the party in question or subcontractor, as they may
     have agreed separately.

     At the meetings the Project Group shall discuss the progress of the
     Contractor's Scope of Supply and The Purchaser's Share of Responsibility
     and review the operation and maintenance facilities of the WLL System.

     The Project Group shall supervise the test procedures for Acceptance Tests
     set out in Annex 17.

     The Project Group is authorized to make decisions within the technical
     scope of the Contract . A technical change or correction which entails
     increased costs or extension of the delivery time shall promptly, but
     latest at the next meeting be notified in writing by the Contractor. If
     such notice is not made, the Contractor has no right to demand compensation
     for such increased costs or to demand acceptance by The Purchaser of
     prolongation of the delivery time.

     A decision binding on the parties shall be deemed to have been made only if
     all the representatives of both parties agree and the decision is contained
     in duly signed minutes. The Project Group shall, however, not be authorized
     to make decisions that will affect Contract Price(s) or the Contractual
     Date of Delivery or otherwise decisions resulting in modifications of the
     Contract. In the event that any of the representatives deem a question to
     fall outside the authority or competence of the Project Group the question
     shall be referred for resolution to the Engineering Vice Presidents or
     their equivalents of each party.

     A detailed description of the Project Organisation, including names of the
     persons participating and their experiences in the field is set out in
     Annex 27.

7.2  Progress Report
--------------------

     The Contractor shall every week submit to The Purchaser a Progress Report
     in three copies up until System Acceptance is achieved. The Progress Report
     shall contain, as a minimum, a report of all activities related to the
     Contract that have taken place since the last report, as well as
     information regarding future activities and the progress of the
     Contractor's Scope of Supply. After System Acceptance progress reports
     shall be issued at a frequency mutually agreed.


     The Progress Report shall furthermore contain a complete review of the
          status of accomplishments, developments and implementation of the
          Contractor's Scope of Supply obligations against the Time Schedule.

7.3. Time Schedule
------------------

________________________________________________________________________________
(C) Suntel Private LTD           Confidential                   1999
<PAGE>

                                      xi

     As an integral part of this Contract is attached as Annex 18 a Time
     Schedule indicating crucial milestone dates. The Contractor and The
     Purchaser undertake to fulfil their undertakings under this Contract in
     accordance with the Time Schedule. Time is of the essence of this Contract.

7.4  Delays
-----------

     Without prejudice to the provisions of Clause 17, each party to this
     Contract shall promptly notify the other party in writing where the
     notifying party has a reasonable belief that circumstances exist or are
     likely to occur that would be reasonably expected to prevent the Contractor
     (or any of its subcontractors or suppliers) or The Purchaser (or any of its
     assignees) from fulfilling its obligations under this Contract according to
     the Time Schedule.

     In a case where any party, at any time, reasonably believes that any other
     party is unable to fulfil its obligations on the respective date set out in
     the Time Schedule, the parties shall meet to determine what action is
     required. Any notification and/or action that might be determined as a
     consequence hereof shall be without prejudice to any right or remedy the
     parties may have under this Contract.

________________________________________________________________________________
(C) Suntel Private LTD           Confidential                   1999
<PAGE>

                                      xii

                             Clause 8 - Inspection
                             ---------------------

8.1  General
------------

     At such times and in such manner as The Purchaser shall deem appropriate
          for the purpose of inspecting or testing the contractual work in
          progress and activities under this Contract, including the
          Contractor's own tests and results thereof, representatives of The
          Purchaser shall be given notices of the testing and shall have access
          to the Contractor's and its subcontractor's works as well as other
          places where activities under this Contract are in preparation or
          progress. The Purchaser shall have full access to and on request be
          provided with all test records relating to the Contractor's Scope of
          Supply. Any inspection or test carried out by The Purchaser or its
          representatives shall not unduly delay the Contractor.

     The Purchaser shall at all reasonable times have access to the Contractor's
          Scope of Supply, and the Contractor shall provide appropriate
          facilities for such access and for the purpose of inspection and
          testing. The Purchaser shall also have full access to all relevant
          plants, offices and Contractor's Scope of Supply sites of the
          Contractor and any of its Subcontractors to enable The Purchaser to
          inspect the Contractor's Scope of Supply and monitor progress.

     The Contractor shall permit The Purchaser or its designated representatives
          to carry out the following inspection activities at any time: (i) to
          audit the Contractor's quality assurance system and its application to
          the Contractor's Scope of Supply including, without limitation, to the
          manufacture, development, and/or provision of raw materials and
          components; and (ii) to inspect all parts of the Contractor's Scope of
          Supply to the extent reasonably practicable to ensure that their
          quality meets the requirements of the Contract.

     The factory inspection or audit of parts of the System in accordance with
          this Clause shall not in any way prejudice any right or remedy which
          The Purchaser may have against the Contractor, or relieve the
          Contractor of any of its liabilities, and in particular it is without
          prejudice to the Contractor's obligations relating to the performance
          of the System under Clause 4.

     Any approval given by or on behalf of The Purchaser in respect of any
          aspect of the Contractor's Scope of Supply carried out or proposed by
          the Contractor, or in respect of any part of the System, shall not
          relieve the Contractor of any obligations under the Contract.

     The Purchaser or its representatives may request that the Contractor
          performs such reasonable tests and repeated tests (in addition to and
          apart from such tests as are referred to in Clause 9) as The Purchaser
          (or its representatives) will consider necessary to be assured that
          the result of the activities will comply with the requirements of this
          Contract. The Contractor shall, without extra costs to The Purchaser,
          provide with all labour, facilities, test equipment and other things
          and services necessary for this purpose.

     In the event that Software or Equipment is in the course of the inspection
          found to be defective or otherwise not in conformity with the
          Specifications, the Contractor shall within shortest possible time
          take all necessary action to repair all faults, defects or non-
          conformance.

8.2  Subcontractors
-------------------

     The Contractor shall ensure that the provisions of this Clause 8 also apply
     to all subcontracts or orders made or placed by the Contractor with any one
     of its subcontractors and that the provisions of this Clause 8 are held
     good by the said subcontractors.

________________________________________________________________________________
(C) Suntel Private LTD           Confidential                   1999
<PAGE>

                                     xiii

           Clause 9 Acceptance Procedure and Actual Date of Delivery
           ---------------------------------------------------------

9.1  General
------------

     The Acceptance Procedure falls into the following main events:
     - Quality assurance
     - Visual Inspection
     - System test (known as Site Acceptance)
     - Acceptance test (known as System Acceptance)
     - TEC tests

     Except to the extent otherwise specifically provided in this Contract the
           Contractor shall be responsible for the performance of the quality
           surveillance, inspections, tests (including repeated tests, if any)
           which are required for the completion of Contractor's Scope of Supply
           and for the demonstration of its compliance with the Specifications
           and other requirements set out in this Contract. For the purpose of
           achieving this object the Contractor shall except to the extent
           otherwise specifically provided in this Contract be obliged at its
           own expense
     (i)   to carry out the said surveillance and perform and supervise the
           tests;
     (ii)  provide with or place at The Purchaser's disposal, as the case may
           be, all equipment, tools, programs (software), labour, supplies, and
           services required for the performance of the said surveillance and
           tests; and

     (iii) to issue reports, keep and provide records, and issue certificates as
to the results of the surveillance and tests. The said surveillance and all the
tests shall be performed at the Contractor's risk.

                                   CONTRACT



                                    between

                              SUNTEL PRIVATE LTD

                                      and

                          AIRSPAN COMMUNICATIONS LTD

                                      for

                               Purchase Order No

                                  LP/0442/99

                                April 26, 1999

________________________________________________________________________________
(C) Suntel Private LTD           Confidential                   1999
<PAGE>

                                      xiv

________________________________________________________________________________
(C) Suntel Private LTD           Confidential                   1999
<PAGE>

                                      xv

This Contract is entered into between:


                    Suntel (Private) Ltd. ("The Purchaser")

                                of the one part

                                      and

                   Airspan Communications Ltd ("Contractor")

                              of the other part.

________________________________________________________________________________
(C) Suntel Private LTD                      Confidential               1999
<PAGE>

                                      xvi

                                   Contract
                                   --------

                               Table Of Contents
                               -----------------

<TABLE>
<CAPTION>
Introduction
<S>                                                                         <C>
Clause 1  Definitions

Clause 2  Contractor's Scope of Supply

Clause 3  Contractor's Subcontractors

          3.1   General

          3.2   Technical information

Clause 4  Specifications

          4.1   General

          4.2   Technical Specification

          4.3   System Description

          4.4   Design, construction and manufacture

          4.5   Information from The Purchaser

Clause 5  The Purchaser's Share of Responsibilities

Clause 6  Changes

          6.1   General

          6.2   Changes demanded by The Purchaser

          6.3   Changes proposed by the Contractor

          6.8   Contractor's obligation to propose changes

          6.9   The Purchaser's approval of changes

          6.10  Supplementary agreement

          6.11  Variations in prices

                6.11.1  Increase or decrease in prices

                6.11.2  Reimbursements to The Purchaser for increased costs

Clause 7  Project Group, Progress Report, Time Schedule and Delays

          7.1  Project group

          7.2  Progress report

          7.3  Time schedule

          7.4  Delays

Clause 8  Inspection

          8.1  General

          8.2  No prejudice
</TABLE>

________________________________________________________________________________
(C) Suntel Private LTD                      Confidential               1999
<PAGE>

                                     xvii
<TABLE>
<S>                                                                         <C>
          8.3   Subcontractors

Clause 9  Acceptance Procedure and Actual Date of Delivery

          9.1    General

          9.2    Quality assurance

          9.3    System test (or Site Acceptance Test)

          9.4    Acceptance test (or System Acceptance Test)

          9.5    Actual Date of Delivery

Clause 10 Warranties and Certain Consequences in the Event of Breaches of
          Warranties

          10.1   Warranty period

          10.2   Corrective Measures Activity

          10.3   Warranty of Corrective Measures

          10.4   Notification of defects

          10.7   Warranty regarding replaced or corrected parts

          10.8   Warranty of Reliability and Maintainability

          10.9   Warranty of Documentation

                 10.9.1   Sufficient and adequate for Operation and Maintenance

                 10.9.2   Additional Documentation

          10.10  Spares Warranty

          10.11  Warranty of right to use and reproduce etc.

          10.12  Repairs Warranty

          10.13  Warranty for production

          10.15  Title and intellectual property rights

          10.16  Exceptions from warranties

          10.17  Records of events

Clause 11 Delivery

          11.1   Equipment and Software

                 11.1.1   Contractual Date of Delivery

                 11.1.2   Passing of Title

                 11.1.3   Software license

          11.4   Installation

          11.5   Training

          11.4   Documentation

          11.5   Spare parts

          11.6   Test Instruments

          11.7   Marking
</TABLE>

________________________________________________________________________________
(C) Suntel Private LTD                      Confidential               1999
<PAGE>

                                     xviii

<TABLE>
<S>                                                                         <C>
           11.8    Packing

           11.9    Order Procedure

Clause 12  Liquidated Damages in the Event of Delays in Delivery

           12.1    General

           12.2    WLL System, training, documentation, spare parts and test
                   instruments

           12.3 Delays caused by The Purchaser or Force Majeure Events

Clause 13  Prices

Clause 14  Payments

           14.1    General

           14.2.2  Equipment and Software

           14.4.3  Invoicing

           14.4.4  Interest

Clause 15  Liability for Accidents, Damage and Loss

           15.1    Liability before passing of risk

           15.2    Other indemnification

           15.3    Gross misconduct

           15.4    Limitation of The Purchaser's liability

           15.5    Obligations to limit damages and loss

Clause 16  Patents and Other. Intellectual and Industrial Property Rights

Clause 17  Force Majeure

Clause 18  Optional Orders

           18.4    WLL System

           18.5    Terms and conditions

           18.6    Exercise of option

Clause 19  Network and Maintenance

Clause 20  Non Waiver

Clause 21  Language

Clause 22  The Purchaser's Approval

Clause 23  Compliance with the Law

Clause 24  Assignment

Clause 25  Termination

Clause 26  Cancellation

           26.1    General

           26.2    Cancellation due to Contractor

           26.3    Cancellation with reference to Force Majeure
</TABLE>

________________________________________________________________________________
(C) Suntel Private LTD                      Confidential               1999
<PAGE>

                                      xix

           26.4    Consequences of cancellation according to 26.2

           26.5    Consequences of cancellation according to 26.3

           26.6    Ownership to Equipment etc.

           26.7    Survival of Clauses

Clause 27  Entire Agreement Modifications of the Contract

Clause 28  Order of Priority

Clause 29  Applicable Law

Clause 30  Confidentiality

Clause 31  Disputes

Clause 32  Notices

Clause 33  Support Bond

Clause 34  Contract Period

________________________________________________________________________________
(C) Suntel Private LTD                      Confidential               1999
<PAGE>

                                      xx

                    List of Annexes to the Contract Document
                    ----------------------------------------

     Annex 1   Technical Specifications

     Annex 2   Compliance List to the Technical Specifications

     Annex 3   System Description

     Annex 4   Price Summary

     Annex 5   Price Lists

     Annex 6   Discount Table

     Annex 7   Equipment and Software

     Annex 8   Optional Equipment and Software

     Annex 9   Turn-key services

     Annex 10  Training

     Annex 11  Documentation

     Annex 12  Spare Parts

     Annex 13  Test Equipment

     Annex 14  Logistics

     Annex 15  Quality

     Annex 16  System Requirements

     Annex 17  Acceptance Procedure

     Annex 18  Time Schedule

     Annex 19  Share of Responsibilities

     Annex 20  Subcontractors and Local Support

     Annex 21  Network Operations and Maintenance

     Annex 22  Vendor Financing

     Annex 23  Insurance

     Annex 24  Availability

     Annex 25  Definition of Service Effecting Errors

________________________________________________________________________________
(C) Suntel Private LTD                      Confidential               1999
<PAGE>

                                      xxi

     Annex 26  Software License

     Annex 27  Project Organisation

________________________________________________________________________________
(C) Suntel Private LTD                      Confidential               1999
<PAGE>

                                       1

                             Clause 1- Definitions
                             ---------------------

For the purpose of this Contract the following words and abbreviations shall
have the meaning herein assigned to them unless the subject matter or context
would obviously require otherwise:

"Actual Date of Delivery" with respect to the WLL System shall mean the date
defined in Clause 9.5. And applies to the first phase of the project as defined
in Annex 18.

"Delivery" shall be delivery of equipment that is not part of the phase 1.

"The Purchaser's Share of Responsibility" shall mean all buildings, facilities
and equipment as well as all labour and services to be or caused to be provided
by The Purchaser under this Contract as further set out in Clause 5.

"Contract" shall mean this Contract between the Purchaser and the Contractor,
including all Annexes as amended from time to time and incorporated herein and
all documents to which reference may properly be made in order to ascertain the
right and obligations of the parties.

"Contract Price" shall mean that the sum so named in the Contract together with
any additions thereto or deductions therefrom as are agreed in writing under the
Contract.

"Contractor's Scope of Supply" shall mean all Equipment, Software,
Documentation, Installation, spare parts, test instruments, services and other
activities to be supplied by the Contractor.

"Contractual Date of Delivery" with respect to the WLL System shall mean the
date defined in Clause 11.1.1.

"Day" shall mean calendar day.

"CIP" as defined in INCOTERMS 1990.

"Documentation" shall mean all necessary written and drawn information about the
WLL System for operation, maintenance and training.

"Equipment" shall mean the hardware including standard software (except
documentation other than documentation included in Software) collectively
(including spare parts) that is to be supplied by the Contractor under this
Contract.

"WLL System" shall mean all Equipment and Software to be supplied by the
Contractor meeting all the requirements of this Contract including the details
set out in Annexes 7-13 and 21, when properly installed, interfaced and used in
conjunction with the Contractor's Scope of Supply obligations defined in the
Technical Specification.

"Installation" shall mean assembling and testing.

"Latest Version" shall mean the last maintained release of software issued to
The Purchaser and in use on the System.

"Licence" shall mean the Licence grated to The Purchaser by Supplier.

--------------------------------------------------------------------------------
(C) Suntel Private LTD               Confidential                       1999
<PAGE>

                                       2

"Month" shall mean calendar month.

"Object Code" shall mean Software either written directly or translated from
Source Code, which when presented on a suitable medium may be directly executed
by and through computer hardware and/or firmware and which code may be stored on
any storage medium whatsoever.

"Premises" shall mean the place or places other than the Contractor's premises
to which the Equipment and Software are to be delivered or where Contractor's
Scope of Supply obligations are to be carried out.

"Software" shall mean all operating systems, application, programs, compilers,
utilities, service software and other programs and associated documentation
provided by the Contractor for inclusion in the WLL System.

"Software Release" shall mean revisions to Software containing new features or
enhancements.

"Source Code" shall mean Software in assembly language or any higher-level
language and all available appropriate documentation.

"Specifications" shall have the meaning set out in Clause 4.1 and shall include
Technical Specifications.

"System" shall be as described in Annex 3.

"Technical Specifications" shall have the meaning as set out in Subclause 4.1.

"Tender" means the tender published by Suntel.

"Time Schedule" shall have the meaning appearing in Subclause 7.3.

"Week" shall mean calendar week.

"Limited commercial traffic" is defined as commercial service provided with
subscriber terminals used and provided for site and system acceptance (which are
supplied in the first phase of this contract).

--------------------------------------------------------------------------------
(C) Suntel Private LTD               Confidential                       1999
<PAGE>

                                       3

                    Clause 2 - Contractor's Scope of Supply
                    ---------------------------------------

The Contractor undertakes to supply and shall deliver to The Purchaser in
accordance with the terms and conditions of this Contract the WLL System, all of
which shall meet the requirements set out in this Contract.

In the performance of its undertakings under this Contract the Contractor shall
provide (if purchased) the Purchaser with a WLL System consisting of

- Equipment and Software set out in Annex 7

- Optional Equipment and Software set out in Annex 8

- Turn-Key Services set out in Annex 9

- Training set out in Annex 10

- Documentation set out in Annex 11

- Spare parts set out in Annex 12

- Test Equipment set out in Annex 13

- Network operations and maintenance set out in Annex 21

all on the terms and conditions set out in this Contract.

The Contractor shall consequently, with regard to the Contractor's Scope of
Supply and services unless otherwise specifically stated in this Contract, bear
the responsibility for providing:

all design, engineering, labour, materials, equipment, software, services, tools
and instruments, Documentation, information, manufacture, assembling, technical
marking, packing, transportation, action, unloading, Installation,
commissioning, inspection, testing, delivery, training and maintenance support
with respect to the WLL System

and undertakes - without extra costs to The Purchaser - to provide hardware,
software, documentation, services or other activities which are necessary to
fulfil the Contractor's obligations as set forth in this Contract.

Concerning design responsibility the Contractor shall be solely responsible for
the design and adequacy of the System and shall not claim any additional payment
nor be relieved from any obligation imposed on it by this Contract on grounds of
misunderstanding or insufficient information received from and/or supplied by
The Purchaser and/or its representatives on any matter whatsoever related to
this Contract.

The Contractor's responsibility for the design of the System shall not in any
way be diminished nor shall its design approach be restricted or limited by The
Purchaser's acceptance of the Contractor's guidance or recommendations as to
engineering standards

and design specifications or by The Purchaser's suggestions or recommendations
on any aspect of the said design.

--------------------------------------------------------------------------------
(C) Suntel Private LTD               Confidential                       1999
<PAGE>

                                       4

The System shall be commercially functional and fully available for at least
99.50 % of the time, 24 hours a day, throughout the full calendar year. The
definition and calculation for availability is given Annex 24 Availability.

Failure to meet the above parameters will be deemed as breach of performance and
shall be referred to the project group, which shall determine the impact of
extent of any penalty, according to the terms and conditions within the
contract.

--------------------------------------------------------------------------------
(C) Suntel Private LTD               Confidential                       1999
<PAGE>

                                       5

                     Clause 3 - Contractor's Subcontractors
                     --------------------------------------

3.1  General
------------

     Subject to any expressed provision to the contrary contained in this
     Contract, The Purchaser hereby agrees that the Contractor in the
     performance of this Contract may enter into subcontract and purchase
     arrangements with subcontractors with respect to the services, work at site
     units of the Equipment and Software, therein referred to, provided that any
     subcontracting by Contractor is subject to the prior written consent of The
     Purchaser on a case by case basis. This consent of The Purchaser shall in
     no way affect the Contractor or relieve the Contractor from its
     responsibilities or obligations under this Contract nor create any
     contractual or employer - employee relationship between The Purchaser and
     any subcontractor or supplier of the Contractor.

     The Contractor may substitute individual subcontractors, provided that the
     Equipment offered by another subcontractor can be integrated in the WLL
     System and in particular that it and its spare parts are pin-to-pin
     compatible with the substituted ones, while maintaining the full
     responsibility of the Contractor for all requirements and guarantees
     specified.

     Contractor's subcontractors, their names, addresses and equipment or
     services to be supplied, are set out in Annex 20.

3.2  Technical information
--------------------------

     The Contractor shall without charge furnish The Purchaser with such
     technical information as The Purchaser may from time to time require - in
     order to be able to make reliable evaluations and to operate, maintain,
     repair and replace - with respect to any materials and components that the
     Contractor will purchase from other sources as well as materials and
     components that the above subcontractors and suppliers will employ in the
     performance of the Contract, provided that the said information is or can
     reasonably be made available to the Contractor.

--------------------------------------------------------------------------------
(C) Suntel Private LTD               Confidential                       1999
<PAGE>

                                       6

                           Clause 4 - Specifications
                           -------------------------

4.1  General
------------

     In satisfying its obligations under this Contract the Contractor shall
          incorporate into the Contractor's Scope of Supply the standards and
          specifications defined in Subclauses 4.2 - 4.3 (inclusive), all of
          which will hereinafter collectively be referred to as the
          "Specifications". The said term shall also include any subsequent
          amendment or addition to the said standards or specifications.

4.2  Technical Specification
----------------------------
     The Contractor's Scope of Supply shall in all respects satisfy those
          technical and performance specifications that are set out in Annex 1,
          and 2 hereto.
4.3  System Description
-----------------------
     The Contractor's Scope of Supply shall in all respects satisfy those
          descriptions that are set out in Annex 3 hereto.
4.4  Design, Construction and Manufacture
-----------------------------------------
     The WLL System shall

     (i)  be designed, constructed, manufactured and assembled so as to achieve
     reliability in accordance with the provisions set out in Annex 1, 2 and 3
     and Annex 15 and otherwise in accordance with good engineering and
     manufacturing practices, and

     (ii) be such as to ensure that the WLL System will function properly, both
     separately and as an integrated and reliable part of the networks to which
     it is connected. The Contractor shall always take into account the
     importance that The Purchaser attaches to the requirements that the WLL
     System shall be easy to handle with respect to operation and maintenance.
     The Contractor shall execute the Contract with the care, skill and
     diligence expected from a competent contractor.

4.5  Information from The Purchaser
-----------------------------------

     To the extent the Contractor has not obtained from The Purchaser all
     necessary information already prior to the signing of this Contract (and
     has not been provided by The Purchaser under Clause 5), the Contractor
     undertakes to take all such actions as are necessary to obtain all
     information regarding technical features and characteristics of as well as
     other circumstances relating to the relevant networks, The Purchaser'
     equipment and information regarding WLL recommendations released by ETSI
     (that are defined below) to enable the Contractor to fulfil its
     undertakings under this Contract and to provide The Purchaser with
     Contractor's Scope of Supply fulfilling all the requirements set out in the
     Specifications or otherwise in this Contract.

     To the extent the Contractor so requests in writing The Purchaser shall
     furnish the Contractor with such information as is referred to above that
     is readily available to The Purchaser or, if the information is not so
     available, advise the Contractor of such knowledge (if any) as The
     Purchaser may have readily available, on how to obtain the required
     information.

     Relevant WLL ETSI Recommendations
     ---------------------------------

--------------------------------------------------------------------------------
(C) Suntel Private LTD               Confidential                       1999
<PAGE>

                                       7

ETS 301 055 - Transmission and Multiplexing (TM);
               Digital Radio Relay Systems (DRRS);
               Direct Sequence Code Division Multiple Access (DS-CDMA)
               point-to-multipoint DRRS in frequency bands
               in the band 1 GHz to 3 GHz

--------------------------------------------------------------------------------
(C) Suntel Private LTD               Confidential                       1999
<PAGE>

                                       8

              Clause 5 - The Purchaser's Share of Responsibilities
              ----------------------------------------------------

The Purchaser's shall provide or cause to be provided the facilities, equipment,
          labour and services that are set out in Annex 19.
                                                  --------

--------------------------------------------------------------------------------
(C) Suntel Private LTD               Confidential                       1999
<PAGE>

                                       9

                               Clause 6 - Changes
                               ------------------

6.1  General
------------

     The parties recognise that changes to the Contractor's Scope of Supply or
     otherwise of this Contract may be necessary or desired after the date of
     signing of the Contract. The following provisions shall apply to The
     Purchaser and the Contractor's rights and obligations with respect to such
     changes. To be deemed to be a change under this Clause 6, the change shall
     have been demanded by The Purchaser or proposed by the Contractor, as the
     case may be.

     Any new or changed Software and Equipment shall be considered as an
          integrated part of the WLL System and shall fall under the conditions
          of this Contract.
6.2  Changes Demanded by The Purchaser
--------------------------------------

     The Purchaser shall have the right at any time to request reasonable
     changes in the Specifications and other changes in the Contractor's Scope
     of Supply. The Contractor agrees to effect all such reasonable changes as
     The Purchaser may request, subject to changing price as provided in Clause
     6.7.1 and reasonable other conditions.

6.3  Changes Proposed by the Contractor
---------------------------------------

     The Contractor shall inform The Purchaser about any possible change,
          possible improvement or development regarding the WLL System and
          related technology that comes to the Contractor's knowledge during the
          validity of this Contract and that is not already known to The
          Purchaser.

     The Contractor may propose such changes of the Contractor's Scope of Supply
          as the Contractor deems appropriate.
6.4  The Contractor's Obligation to Propose Changes
---------------------------------------------------

     The Contractor shall be obliged to propose such changes to the Contractor's
           Scope of Supply as are necessary or advisable in order to
     (i)   achieve technical improvements of the WLL System, or otherwise
           implement technical or economical improvements or new technology or
           experiences;

     (ii)  obtain consents necessary from authorities Sri Lanka or

     (iii) otherwise minimise the cost of day-to-day operation and maintenance
           of the WLL System.

6.5  The Purchaser's Approval of Changes
----------------------------------------

     The Contractor may not, without the prior written consent of The Purchaser,
     make any change to any part of the Contractor's Scope of Supply, - even if
     after such change Contractor's Scope of Supply still complies with the
     Specifications.

6.6  Supplementary Agreement
----------------------------

--------------------------------------------------------------------------------
(C) Suntel Private LTD               Confidential                       1999
<PAGE>

                                      10

     For each change, whether proposed by the Contractor or The Purchaser, the
          Contractor shall provide The Purchaser with a written offer. Such
          offer shall set forth in detail the change of the Contractor's Scope
          of Supply and shall contain information on possible changes of

     - Equipment
     - Software
     - Documentation
     - Training
     - Turn-key Services
     - Spare parts
     - Test Equipment
     - Prices
     - Contractual Date of Delivery
     - Other Dates according to Time Schedule
     Warranties

     and on other changes of The Purchaser's Scope of Supply resulting from the
          change in question as well as on any other terms and conditions that
          according to the Contractor shall govern the change. The information
          on prices shall be split on the various items that The Purchaser
          reasonably requires and be accompanied by all necessary drawings and
          specifications including a description of the consequences for the WLL
          System, the environments, the reliability, the maintainability, the
          training of The Purchaser's staff, the Contractor's Scope of Supply
          and The Purchaser's Share of Responsibility etc. sufficiently detailed
          so as to permit The Purchaser to judge on the reasonableness of the
          prices and other terms and conditions.

     If the change has been proposed by The Purchaser the offer shall be
          submitted by the Contractor as soon as practicable, however, in no
          case later than thirty (30) days after receipt of The Purchaser's
          proposal. The Contractor shall be bound by any offer referred to
          herein for such a period of time as is required to enable The
          Purchaser to evaluate and make decision on the basis of the offer.

     Any change according to Subclauses 6.2, 6.3 and 6.6 above has to be agreed
          by The Purchaser in' the form of a written numbered change order or
          supplementary order ("Supplementary Agreement"). The Contractor shall
          not commence any work relating to such a change until The Purchaser
          has authorised the same and all the related terms and conditions.
          However, if The Purchaser so requests in writing, the Contractor shall
          be obliged to commence and carry out minor or urgent changes,
          notwithstanding that all of the terms and conditions have not at that
          time been agreed to by The Purchaser.

6.7  Variations in Prices
-------------------------

     6.7.1  Increase or decrease in Prices
     -------------------------------------

     In the event that a change referred to in Clause 6 would result in

     (iii) a material increase of the Contractor's costs for the Contractor's
           performance under this Contract or

     (iv)  a material decrease of the Contractor's costs for the Contractor's
           performance under this Contract

--------------------------------------------------------------------------------
(C) Suntel Private LTD               Confidential                       1999
<PAGE>

                                      11

        then the parties shall mutually in writing agree upon, in good faith,
        such price increase or decrease as the case may be.

        In the ascertainment and determination of such an increase or decrease,
        rates and prices specified in this Contract shall as far as possible
        serve as a guide. Where this is not possible, the increase or decrease
        shall be an amount that is reasonable in view of all the circumstances.

6.7.2   Reimbursements to The Purchaser for increased costs
-----------------------------------------------------------

        6.7.2.1  It is expressly agreed that The Purchaser shall in no event
                 bear any increase of Contract Prices resulting from changes
                 required in order to make the WLL System meet the requirements
                 set out in this Contract.

        6.7.2.2  Any costs or expenses incurred by The Purchaser due to such a
                 change shall be reimbursed by the Contractor on demand and may
                 be set off by The Purchaser against any payment The Purchaser
                 shall make to the Contractor under this Contract.

        6.7.2.3  In the event that any change would require a change of The
                 Purchaser's Share of Responsibility or of any other equipment
                 belonging to The Purchaser, and the Contractor has failed to
                 inform The Purchaser of this fact prior to the conclusion of
                 the Supplementary Agreement referred to in Subclause 6.6 above,
                 the Contractor shall reimburse The Purchaser for all such
                 increase of costs that The Purchaser will incur due to such a
                 change and the provisions of set-off in Subclause 6.7.2.2 above
                 shall apply.

--------------------------------------------------------------------------------
(C) Suntel Private LTD               Confidential                       1999
<PAGE>

                                      12

      Clause 7 - Project Group, Progress Report, Time Schedule and Delays
      -------------------------------------------------------------------

7.1  Project Group
------------------

     For the supervision of the parties' performance under this Contract, the
     Contractor and The Purchaser shall on The Purchaser's request form a joint
     project group consisting of representatives from each party ("Project
     Group") which shall decide when and where to meet. Each party shall bear
     all costs for its own representatives. Minutes of meetings shall be kept
     and signed by one representative of each party authorized to this effect.
     When considered necessary representatives of subcontractors and experts of
     the parties shall attend the meetings. It is incumbent upon the Contractor
     to see to it that representatives of the Contractor's subcontractors will
     attend, if so required. The costs for such experts shall be borne by the
     party in question. The costs for representatives of the subcontractors of a
     party shall be borne by the party in question or subcontractor, as they may
     have agreed separately.

     At the meetings the Project Group shall discuss the progress of the
     Contractor's Scope of Supply and The Purchaser's Share of Responsibility
     and review the operation and maintenance facilities of the WLL System.

     The Project Group shall supervise the test procedures for Acceptance Tests
     set out in Annex 17.

     The Project Group is authorized to make decisions within the technical
     scope of the Contract. A technical change or correction which entails
     increased costs or extension of the delivery time shall promptly, but
     latest at the next meeting be notified in writing by the Contractor. If
     such notice is not made, the Contractor has no right to demand compensation
     for such increased costs or to demand acceptance by The Purchaser of
     prolongation of the delivery time.

     A decision binding on the parties shall be deemed to have been made only if
     all the representatives of both parties agree and the decision is contained
     in duly signed minutes. The Project Group shall, however, not be authorized
     to make decisions that will affect Contract Price(s) or the Contractual
     Date of Delivery or otherwise decisions resulting in modifications of the
     Contract. In the event that any of the representatives deem a question to
     fall outside the authority or competence of the Project Group the question
     shall be referred for resolution to the Engineering Vice Presidents or
     their equivalents of each party.

     A detailed description of the Project Organisation, including names of the
     persons participating and their experiences in the field is set out in
     Annex 27.

7.2  Progress Report
--------------------

     The Contractor shall every week submit to The Purchaser a Progress Report
     in three copies up until System Acceptance is achieved. The Progress Report
     shall contain, as a minimum, a report of all activities related to the
     Contract that have taken place since the last report, as well as
     information regarding future activities and the progress of the
     Contractor's Scope of Supply. After System Acceptance progress reports
     shall be issued at a frequency mutually agreed.

--------------------------------------------------------------------------------
(C) Suntel Private LTD               Confidential                       1999
<PAGE>

                                      13

     The Progress Report shall furthermore contain a complete review of the
          status of accomplishments, developments and implementation of the
          Contractor's Scope of Supply obligations against the Time Schedule.

7.3. Time Schedule
------------------

     As an integral part of this Contract is attached as Annex 18 a Time
     Schedule indicating crucial milestone dates. The Contractor and The
     Purchaser undertake to fulfil their undertakings under this Contract in
     accordance with the Time Schedule. Time is of the essence of this Contract.

7.4  Delays
-----------

     Without prejudice to the provisions of Clause 17, each party to this
     Contract shall promptly notify the other party in writing where the
     notifying party has a reasonable belief that circumstances exist or are
     likely to occur that would be reasonably expected to prevent the Contractor
     (or any of its subcontractors or suppliers) or The Purchaser (or any of its
     assignees) from fulfilling its obligations under this Contract according to
     the Time Schedule.

     In a case where any party, at any time, reasonably believes that any other
     party is unable to fulfil its obligations on the respective date set out in
     the Time Schedule, the parties shall meet to determine what action is
     required. Any notification and/or action that might be determined as a
     consequence hereof shall be without prejudice to any right or remedy the
     parties may have under this Contract.

--------------------------------------------------------------------------------
(C) Suntel Private LTD               Confidential                       1999
<PAGE>

                                      14

                             Clause 8 - Inspection
                             ---------------------

8.1  General
------------

     At such times and in such manner as The Purchaser shall deem appropriate
          for the purpose of inspecting or testing the contractual work in
          progress and activities under this Contract, including the
          Contractor's own tests and results thereof, representatives of The
          Purchaser shall be given notices of the testing and shall have access
          to the Contractor's and its subcontractor's works as well as other
          places where activities under this Contract are in preparation or
          progress. The Purchaser shall have full access to and on request be
          provided with all test records relating to the Contractor's Scope of
          Supply. Any inspection or test carried out by The Purchaser or its
          representatives shall not unduly delay the Contractor.

     The Purchaser shall at all reasonable times have access to the
          Contractor's Scope of Supply, and the Contractor shall provide
          appropriate facilities for such access and for the purpose of
          inspection and testing. The Purchaser shall also have full access to
          all relevant plants, offices and Contractor's Scope of Supply sites of
          the Contractor and any of its Subcontractors to enable The Purchaser
          to inspect the Contractor's Scope of Supply and monitor progress.

     The Contractor shall permit The Purchaser or its designated representatives
          to carry out the following inspection activities at any time: (i) to
          audit the Contractor's quality assurance system and its application to
          the Contractor's Scope of Supply including, without limitation, to the
          manufacture, development, and/or provision of raw materials and
          components; and (ii) to inspect all parts of the Contractor's Scope of
          Supply to the extent reasonably practicable to ensure that their
          quality meets the requirements of the Contract.

     The factory inspection or audit of parts of the System in accordance with
          this Clause shall not in any way prejudice any right or remedy which
          The Purchaser may have against the Contractor, or relieve the
          Contractor of any of its liabilities, and in particular it is without
          prejudice to the Contractor's obligations relating to the performance
          of the System under Clause 4.

     Any approval given by or on behalf of The Purchaser in respect of any
          aspect of the Contractor's Scope of Supply carried out or proposed by
          the Contractor, or in respect of any part of the System, shall not
          relieve the Contractor of any obligations under the Contract.

     The Purchaser or its representatives may request that the Contractor
          performs such reasonable tests and repeated tests (in addition to and
          apart from such tests as are referred to in Clause 9) as The Purchaser
          (or its representatives) will consider necessary to be assured that
          the result of the activities will comply with the requirements of this
          Contract. The Contractor shall, without extra costs to The Purchaser,
          provide with all labour, facilities, test equipment and other things
          and services necessary for this purpose.

     In the event that Software or Equipment is in the course of the inspection
          found to be defective or otherwise not in conformity with the
          Specifications, the Contractor shall within shortest possible time
          take all necessary action to repair all faults, defects or non-
          conformance.

8.2  Subcontractors
-------------------

     The Contractor shall ensure that the provisions of this Clause 8 also apply
     to all subcontracts or orders made or placed by the Contractor with any one
     of its

--------------------------------------------------------------------------------
(C) Suntel Private LTD               Confidential                       1999
<PAGE>

                                      15

     subcontractors and that the provisions of this Clause 8 are held good by
     the said subcontractors.

--------------------------------------------------------------------------------
(C) Suntel Private LTD               Confidential                       1999
<PAGE>

                                      16

           Clause 9  Acceptance Procedure and Actual Date of Delivery
           ----------------------------------------------------------

9.1  General
------------

     The Acceptance Procedure falls into the following main events:
     - Quality assurance
     - Visual Inspection
     - System test (known as Site Acceptance)
     - Acceptance test (known as System Acceptance)
     - TEC tests
     Except to the extent otherwise specifically provided in this Contract the
            Contractor shall be responsible for the performance of the quality
            surveillance, inspections, tests (including repeated tests, if any)
            which are required for the completion of Contractor's Scope of
            Supply and for the demonstration of its compliance with the
            Specifications and other requirements set out in this Contract. For
            the purpose of achieving this object the Contractor shall except to
            the extent otherwise specifically provided in this Contract be
            obliged at its own expense

     (i)    to carry out the said surveillance and perform and supervise the
            tests;
     (ii)   provide with or place at The Purchaser's disposal, as the case may
            be, all equipment, tools, programs (software), labour, supplies, and
            services required for the performance of the said surveillance and
            tests; and
     (iii)  to issue reports, keep and provide records, and issue certificates
            as to the results of the surveillance and tests. The said
            surveillance and all the tests shall be performed at the
            Contractor's risk.

All reasonable direct costs to which The Purchaser may be put by any repetition
of an inspection or a test shall be reimbursed by the Contractor on demand and
may be deducted by The Purchaser from any moneys to be paid by The Purchaser
under this Contract.

9.2  Quality Assurance
----------------------

     The Contractor shall be responsible for carrying out a continuous quality
     surveillance in accordance with the quality assurance procedure laid down
     in Annex 15 in order to ensure that the Equipment and the Software in all
              --
     respects will meet all the requirements set out in this Contract.

9.3  System Test (or Site Acceptance Test)
------------------------------------------

     The Contractor shall be responsible for carrying out a System test for each
     site. Representatives of The Purchaser shall be present. The object of the
     System test is to establish that each part of the WLL System will fulfil
     all the functional and technical requirements set out in this Contract.

     As soon as possible after completion of the System test, the Contractor
     shall furnish to The Purchaser a report regarding the test. To the extent
     an unsuccessful test so requires, the Contractor shall cure the discovered
     deviation from the requirements and provide for repeated test.

     Prior to the start of any System Acceptance Test the Contractor shall have
     proved that the System tests have been successful and have cured to the
     satisfaction of The Purchaser the deviation from the requirements or any
     other defect or deficiency that

--------------------------------------------------------------------------------
(C) Suntel Private LTD               Confidential                       1999
<PAGE>

                                      17

     has been observed in the course of the System test. If the Purchaser agrees
     a System Acceptance Test can take place without all System Tests being
     complete.

     To the extent an unsuccessful test so requires, the Contractor shall cure
     the discovered deviation from the requirements and provide for a repeated
     test.

     At the time when the Contractor has successfully completed a Systems Test
     (Site Acceptance Test), the Purchaser shall accept the title and risk for
     that part of the network that has been successfully tested. Alternatively,
     provision of revenue producing traffic for more than one month will
     constitute completion of System Test for a specific site.

9.4  Acceptance Test
--------------------

     When,

     (i)     the tests and inspections referred to above in this Clause 9 have
             demonstrated that all Equipment and Software delivered by the
             Contractor complies with all relevant requirements, standards and
             Specifications;

     (ii)    such Equipment and Software as shall be installed by Contractor has
             been installed on Premises ready for operation;

     (iii)   relevant training referred to in Clause 11 has been performed;

     (iv)    relevant documentation has been delivered in accordance with Clause
             11,

     and

     (v)     relevant Test Equipment have been delivered in accordance with
             Clause 11, then The Purchaser shall perform an acceptance test
             ("System Acceptance Test"). The purpose of this Acceptance Test is
             to establish whether the Equipment and the Software complies with
             all the relevant requirements and Specifications when operated and
             otherwise handled by The Purchaser personnel duly trained by the
             Contractor utilising the Documentation supplied by the Contractor.
             The detailed test procedure and criteria of a successful Acceptance
             Test shall be agreed upon in accordance with Clause 7.1.

9.5  Actual Date of Delivery
----------------------------

     The Acceptance Test shall be deemed to have been successfully performed
     when it has been demonstrated that all relevant requirements of this
     Contract are met or when the Purchaser has carried commercial traffic for a
     period of more than 90 days.

     The Actual date of Delivery is when all defects, deficiencies, or
     deviations from the requirements discovered in connection with the
     Acceptance test, or prior thereto, have been cured to the satisfaction of
     The Purchaser, and a successful Acceptance Test has shown that Contractor's
     Scope of Supply with respect to WLL System meets all the requirements of
     this Contract.

     It is recognised by the parties that even after the Acceptance Test, some
     minor defects and deficiencies that are non-essential for the proper
     operation or

--------------------------------------------------------------------------------
(C) Suntel Private LTD               Confidential                       1999
<PAGE>

                                      18

     maintenance of the WLL System might exist. The parties shall by agreement
     enter these defects or deficiencies into a list of defects which shall also
     include a time schedule for the taking by Contractor of the necessary
     corrective measures. The stipulations of this Contract as regards warranty
     obligations contained in Clause 10 below shall apply to Contractor's duty
     to take such corrective measures.

     If the Purchaser fails to make any or all sites available for Installation
     of the equipment one hundred and twenty days (120) after the contract
     signature, the Purchaser shall by default accept the equipment, for that
     part of the network that cannot be installed, and make all relevant
     payments applicable to Site and System Acceptance. At this time, title and
     risk for the equipment that cannot be installed shall pass from the
     Contractor to the Purchaser.

     If the System Acceptance Test (required before Actual Date of Delivery can
     be achieved) is delayed because of the Purchaser's failure to make sites
     "ready for installation", the System Acceptance Test shall be conducted
     only on those sites that have passed Site Acceptance.

     The Time Schedule and Milestones for the implementation and preparation of
     the Sites by the Purchaser shall be defined in Annex 18.

--------------------------------------------------------------------------------
(C) Suntel Private LTD               Confidential                       1999
<PAGE>

                                      19

        Clause 10  Warranties and Certain Consequences in the Event of
         ---------------------------------------------------------------
                             Breaches of Warranties
                             ----------------------

10.1   Warranty Period
----------------------

       The Contractor warrants that the WLL System installed and ready for
       operation and Spare Parts delivered to The Purchaser, at all times during
       a warranty period of eighteen (18) months from the Actual Date of
       Delivery of the WLL System will conform to all the requirements set out
       in the Specifications. Subject to the provisions of Subclause 10.2 and
       10.3 any lack of conformity that is in existence, or will occur, or will
       appear prior to or during the warranty period, and any other defect,
       deficiency, or malfunction that is due to construction, manufacture,
       workmanship, materials, programming, transportation or installation which
       appear prior to the expiration of the warranty period shall be considered
       such a defect will be covered by Contractors warranty obligations. Design
       faults shall be warranted for twenty-four (24) months from the Actual
       Date of Delivery.

10.2   Corrective Measures Activity
-----------------------------------

       In case of breach of warranty obligations defined in Subclause 10.1 above
       the Contractor shall at its own risk and expense cure the defect by
       repair, replacement, modification, adjustment, delivery and installation
       of additional Equipment or Software, or performance of additional work or
       implement any other adequate corrective measures (all such measures
       collectively referred to as "Corrective Measures").

10.3   Warranty of Corrective Measures
--------------------------------------

       The Contractor shall be obliged to take the necessary Corrective Measures
       and other actions referred to in this Clause 10 within the shortest
       practicable time, however not later than at such a final date for the
       Corrective Measures specified by The Purchaser taking into account the
       breach to be cured, the work to be done and The Purchaser operational and
       maintenance requirements. The Contractor shall at the request of The
       Purchaser render such assistance, advice or instruction that in the
       Contractor's reasonable opinion would be sufficient to remedy the defect.
       If the Contractor or The Purchaser would deem it necessary to arrange
       that the Corrective Measures are taken by the Contractor's personnel, the
       Contractor shall make such personnel available as fast as possible but no
       longer than forty eight (48) hours from the moment when The Purchaser has
       dispatched a request.

       If the Corrective Measures will be in the form of replacement and The
       Purchaser does not have the relevant spare part available the Contractor
       shall make the spare part available as soon as the circumstances permit,
       but in no case later than forty eight (48) hours from the moment when The
       Purchaser has dispatched a request for such a spare part.

       Major Service effecting errors shall be corrected within 5 working days
       from the moment The Purchaser has dispatched a request for correcting
       such an error and the Contractor has acknowledge this request.

--------------------------------------------------------------------------------
(C) Suntel Private LTD               Confidential                       1999
<PAGE>

                                      20

       Minor Service effecting errors and Non Service effecting errors shall be
       corrected within eight (8) weeks from the moment The Purchaser has
       dispatched a request for correcting such an error and the Contractor has
       acknowledge this request.

       Major, Minor and Non Service Effecting errors are defined in Annex 25.

       If the Contractor in spite of proper notification should not be able to
       carry out his duties within the agreed period of time, The Purchaser
       shall have the right to correct the defects) or have it (them) corrected
       by others.

       If spare parts purchased by The Purchaser have been used for replacement
       of defective parts or any interim repair of the defective parts has been
       made, the Contractor shall at his own expense repair the replaced part or
       make the final repair thereof, as the case may be, or deliver spare parts
       in replacement. The Purchaser shall bear the risk and costs of transport
       to the Premises of Contractor and the Contractor shall bear the risk and
       costs of the return transport for such defective parts as well as of
       repaired parts and parts supplied in replacement.

10.4   Notification of Defects
------------------------------

       The Purchaser shall notify the Contractor of a defect not later than
       thirty (30) days from The Purchaser's discovery thereof. Notice of
       defects and requests for Corrective Measures shall, at the discretion of
       The Purchaser, be made by fax, letter or hand delivery.

       The Purchaser shall also be entitled for the purpose hereof to avail
       itself of any guarantee or other security provided by the Contractor in
       accordance with this Contract.

10.7   Warranty Regarding Replaced or Corrected Parts
-----------------------------------------------------

       In the event that any part of the WLL System has been corrected,
       repaired, replaced, modified or adjusted pursuant to a warranty
       obligation, a fresh warranty period of the same duration as set forth in
       Subclause 10.1 shall apply to such a part or if replaced to the new part.
       This fresh period shall start to run as from the date when The Purchaser
       confirms that the repair, replacement, modification or adjustment has
       been successfully completed.

10.8   Warranty of Reliability and Maintainability
--------------------------------------------------

       Without prejudice to the provision of Subclause 10.1 above Contractor
       warrants that the reliability and maintainability of the WLL System will
       comply with the provisions set out in the Specifications, so that the
       respective values which can be derived from the parameters contained in
       Annex 15 will be obtained during the warranty period of eighteen (18)
       months. The compliance with the parameters shall be demonstrated with the
       methods set out in Annex 15.

       In the event the WLL System does not fulfil the reliability and
       maintainability specified in the Specifications the Contractor shall be
       obliged to take such Corrective Measures at its own risk and expense as
       are necessary to have the WLL System to fulfil the Specifications with
       regard to the aforesaid parameters.

--------------------------------------------------------------------------------
(C) Suntel Private LTD               Confidential                       1999
<PAGE>

                                      21

10.9   Warranty of Documentation
--------------------------------

       10.9.1   Sufficient and Adequate for Operation and Maintenance
       --------------------------------------------------------------

                The Contractor warrants for the technical life time of the WLL
                System that the information contained in the Documentation, will
                be continuously updated, will be provided in a timely manner and
                will be sufficient and adequate for the proper operation and
                maintenance of the WLL System.

                To any damage or defect caused or revealed by lack of documents
                stated in Subclause 10.9.1 the provisions of Subclause 10.2
                shall apply, notwithstanding whether the damage or defect
                existed or appeared prior to the expiration of the respective
                warranty period set out in Subclause 10.1.

       10.9.2   Additional Documentation
       ---------------------------------

                The Purchaser may wish to develop certain additional
                documentation with respect to the functioning of the WLL System.
                The Contractor shall be obliged to check the accuracy and
                completeness of such documentation and within a reasonable
                period of time from The Purchaser's request to such effect
                submit in writing to The Purchaser its approval or disapproval
                of the said documents. In the event of disapproval Contractor
                shall specify in what respect the documentation is incorrect or
                incomplete and what measures should be taken to make the
                documentation correct and complete. Any compensation for
                Contractor's work referred to in this Subclause 10.9.2 shall for
                each case be agreed upon between the parties.

10.10  Spares Warranty
----------------------

       The Contractor warrants that it is able to supply The Purchaser with
       spares, or equivalent replacement parts, or substitute parts with an
       equal or greater level of functionality that maintains backwards
       compatibility for repair and maintenance of Equipment delivered for a
       period up to ten (10) years from Actual Date of Delivery. Such parts
       shall be provided at reasonable prices and delivery times.

       If the Contractor after the above mentioned period intends to stop the
       manufacturing of a type of spares or equivalent replacement parts, the
       Contractor shall inform The Purchaser about his intention at least twelve
       (12) months in advance.

10.11  Warranty of Right to Use and Reproduce Etc.
-------------------------------------------------

       The Contractor warrants that The Purchaser shall have the right to use
       all and any Software as well as of all and any Documentation (and parts
       thereof) that the Contractor has supplied without thereby infringing any
       right of the Contractor, its subcontractors or employees, or a third
       party, or being obliged to pay any compensation to the Contractor, its
       subcontractors or employees, or to any third party. The Purchaser's right
       to reproduce, change or modify software and documents is limited to the
       rights defined in the software license that is granted by the Contractor
       for use by The Purchaser in the WLL System delivered by the Contractor to
       The Purchaser. This is defined in Annex 26.

10.12  Repairs Warranty
-----------------------

--------------------------------------------------------------------------------
(C) Suntel Private LTD               Confidential                       1999
<PAGE>

                                      22

       The Contractor warrants that it, during a period of at least up to ten
       (10) years from Actual Date of Delivery or from the date of
       discontinuation of commercial availability of the related equipment,
       whichever comes the latest, is capable of and will, at The Purchaser's
       request, repair defective material in Equipment delivered under this
       Contract.

       Contractor warrants that if The Purchaser so wishes it shall enter into
       Annual Operations and Maintenance Contract with The Purchaser in forms
       set out in Annex 21 and be bound to all conditions there is in the
       License included without limitation to conditions as to price and for as
       long as The Purchaser requires for a period of up to ten years.

10.13  Warranty for Production of Equipment and Software
--------------------------------------------------------

       The Contractor warrants to ensure the supply to The Purchaser of
       Equipment and Software in every respect for upgrading, extensions, and
       maintenance of the WLL System at least for a period up to ten (10) years
       after the Actual Date of Delivery., at prices and within reasonable
       delivery times and on other reasonable conditions. In the event that the
       Contractor intends to cease to supply Equipment and Software for the WLL
       System, the Contractor shall inform The Purchaser thereof at least twelve
       (12) months in advance. The Contractor shall at the request of The
       Purchaser -without charge supply all drawings and other technical
       information and documents that will be required or of assistance in the
       provision, operation and maintenance of the WLL System. Equipment and
       Software purchased pursuant to this Subclause 10.13 shall be subject to
       the same warranties as set out in this Clause 10.

10.15  Title and Intellectual Property Rights
---------------------------------------------

       The Contractor warrants that Contractor will deliver to The Purchaser
       good title to all of the items falling within Contractor's Scope of
       Supply and each such item shall be free of any claim, encumbrance or lien
       whatsoever.

       For the technical life time of the WLL System the Contractor warrants in
       accordance with Clause 16 and furthermore that it shall not be necessary
       for The Purchaser to obtain any license or any similar grant under a
       patent or any other industrial or intellectual property right for the WLL
       System either from the Contractor or any other person in order to be able
       to interface the WLL System, with equipment of design, construction or
       makes other than the Contractor's or its subcontractors'.

       In the event of breach of this warranty the provisions of Clause 16 shall
       apply.

10.16  Exceptions from Warranties
---------------------------------

       The Contractor will have no liability or responsibility arising out of

       (i)   deviations from the requirements of this Contract that are caused
             by such damage to or loss of the WLL System as is accidental and
             occurs after the time when the risk of loss and damage has passed
             to The Purchaser;

       (ii)  deviations from requirements of this Contract that are caused by
             The Purchaser or any other person for which the Contractor is not
             responsible, or any changes, repairs or replacements made by The
             Purchaser or said other

--------------------------------------------------------------------------------
(C) Suntel Private LTD               Confidential                       1999
<PAGE>

                                      23

             person, provided that The Purchaser or such other person has acted
             contrary to instructions contained in manuals or other
             documentation provided by the Contractor under this Contract;

       (iii) breaches of warranties of which The Purchaser has not notified the
             Contractor during the respective warranty period, or before thirty
             (30) days have elapsed after-the expiry of the said period
             provided, however, that this exemption from liability and
             responsibility shall not apply if the Contractor, or any of its
             representatives, nevertheless knew of the breach;

       (iv)  deviations from the requirements of this Contract that are caused
             by non-fulfilment of The Purchaser's undertakings of The
             Purchaser's Share of Responsibility

       Notwithstanding the foregoing of this Subclause 10.16 the Contractor
       shall be obliged to cure at the expense of The Purchaser also deviations
       from the requirements for which the Contractor has no liability or
       responsibility, if The Purchaser so requests.

10.17  Records of Events
------------------------

       The Purchaser will during the warranty period in Subclause 10.1 keep
       records of events that might be of importance for determining the type of
       defect, the time of its occurrence, the notification and curing thereof
       etc. These records shall prevail unless proved to be inaccurate in any
       specific respect. The Purchaser shall keep the records available to the
       Contractor on request.

--------------------------------------------------------------------------------
(C) Suntel Private LTD               Confidential                       1999
<PAGE>

                                      24

                             Clause 11 - Delivery
                             --------------------

11.1   Equipment and Software
-----------------------------

       11.1.1 Contractual Date of Delivery
       -----------------------------------

              The WLL System shall have been delivered and successfully tested
              according to Subclauses 9.4 on the date set out in the Time
              Schedule (Annex 18). The said date is in this Contract referred to
              as the Contractual Date of Delivery.

              The schedule and quantities of material shown in Annex 18 is an
              estimate and is not a binding commitment by The Purchaser. The
              Purchaser considers this list to be the Tender's minimum delivery
              obligation.

       11.1.2 Passing of Title
       -----------------------

              The title to as well as the risk of damage to and loss of the WLL
              System, for that part of the system in question, shall pass to The
              Purchaser on completion of a successful Site Acceptance test.

              The Purchaser shall be responsible for the operation and
              maintenance of the WLL System from the date of Site Acceptance.
              This shall not limit or compromise any claim which The Purchaser
              may have against the Contractor under any warranty or other
              provision of the Contract. Prior to the Site Acceptance, The
              Purchaser's responsibility for the operation of the WLL System
              shall be confined to such responsibility as follows from The
              Purchaser's performance of the tests referred to in Clause 9.

       11.1.3 Software
       ---------------

       11.1.3.1
       The Purchaser is granted a non-exclusive perpetual restricted royalty-
          free license to use the Software, but only in conjunction with The
          Purchaser's use and maintenance of WLL System in accordance with this
          Contract, and not otherwise.

          Use of this Software shall not include the right to copy, reproduce
          and modify the software.

          The Purchaser agrees that the Software provided to it by the
          Contractor under this Contract or any renewals, extensions, or
          expansions thereof, or in implementation of any of the foregoing,
          shall, as between the parties hereto, be treated as the exclusive
          property of the Contractor and as proprietary and a trade secret of
          Contractor. The Purchaser shall:

          (a)  not provide or make the Software or any portions or aspects
               thereof available to any person except to its employees or agents
               on a "need to know" basis;

          (b)  not modify the Software without the prior written consent of
               Contractor.

--------------------------------------------------------------------------------
(C) Suntel Private LTD               Confidential                       1999
<PAGE>

                                      25

                If Contractor modifies or changes the Software to permit
                additional features or services, such Software will at The
                Purchaser request be made available to The Purchaser on prices
                based on a predetermined methodology. In any case the Contractor
                shall provide all such features and services free of charge
                within the first twelve 12 months from the date of signing the
                Contract.

                Nothing in this Clause shall limit Contractor's warranties in
                Clause 10.

                The Purchaser and any successor to The Purchaser's title to the
                WLL System shall have the right without further consent of
                Contractor to assign this license to any other party which
                acquires the WLL System, provided any such other party (either
                assignee or sublicensee) agrees in writing to abide by the terms
                and conditions of this license.

                Notwithstanding anything in this Contract to the contrary, it is
                understood that The Purchaser is receiving no title or ownership
                rights to such Software, which rights shall remain with
                Contractor.

11.1.3.2   As applicable and generally available to Contractor's customers,
           Contractor shall license to The Purchaser a copy of any diagnostic
           software utilized by Contractor with respect to the installation and
           maintenance services of the Software and System.

11.1.3.3   The Contractor shall offer and The Purchaser at its discretion may
           accept a new Software Release containing new facilities on a regular
           basis (at least once per year) for a period of ten (10) years after
           Actual Delivery Date of the Contractor's Scope of Supply. The new
           release shall indicate what modifications are required on
           implementation to the Software and hardware used by The Purchaser. In
           the event that The Purchaser chooses not to accept the installation
           of new Software Releases, the Contractor shall continue to support
           the Latest Version of Software including the correction of any faults
           or bugs.

11.1.3.4   During a period of five (5) years after acceptance of a version of
           Software, the Contractor shall provide without charge at The
           Purchaser's request, maintenance releases correcting software faults
           identified in the Latest Version by The Purchaser, or by the
           Contractor or by its other customers.

11.1.3.5   New releases and maintenance releases shall be subject to acceptance
           tests to be agreed upon by the parties.

11.1.3.6   Unless the parties have agreed otherwise in writing, new releases and
           maintenance releases shall not alter the applications or the uses to
           which the System or parts of the System can be put, whether or not in
           conjunction with existing files, and shall in all respects be
           compatible with the Latest Version of the Software. Software updates
           shall be backward compatible to existing hardware, features, and
           functionalities, unless mutually agreed otherwise.

11.1.3.7   The Contractor shall fully disclose and supply and keep supplied in
           confidence to The Purchaser the Latest Version of all Documentation
           and the Software, with relevant information about their release
           status.

--------------------------------------------------------------------------------
(C) Suntel Private LTD               Confidential                       1999
<PAGE>

                                      26

11.1.3.8   The Contractor shall ensure that the Documentation supplied to The
           Purchaser fully describes the Software accepted and licensed for the
           System under Clause 11.1.3.1 of this Contract. Documentation will
           fully describe new features, functionalities, errors corrected and
           new errors detected.

11.1.3.9   At the request of The Purchaser, the Contractor shall provide all
           necessary interfaces, interface specifications and standard protocols
           for systems or products provided by The Purchaser or other parties,
           including the physical components of such interfaces, and the proper
           functioning of these interfaces, and all relevant documentation.

11.1.3.10  If the System delivered by the Contractor fails to function properly
           in conjunction with a third party product in use by The Purchaser,
           the Contractor shall, at the request of The Purchaser consult with
           the relevant contractors and cooperate closely with them in tracing
           and repairing the cause of the malfunction.

11.1.3.11  In the event that third party Software supplied by the Contractor
           under this Contract becomes unavailable or essential modifications
           cannot be carried out for any reason whatsoever, the Contractor shall
           at no charge to The Purchaser, procure and supply to The Purchaser
           suitable alternative third party Software to enable the continued
           operation and Contractor's Scope of Supply ability of the System.

11.1.3.12  In the situations referred to in Sub-clause 11.1.3.11 The Purchaser
           shall have an unlimited license to use the Software and shall have
           the right to make modifications to the Software (or have them made)
           only for use with the System.

           The obligations of The Purchaser under this Clause shall survive the
           termination of this Contract for any reason.

11.2   Turn-key Services
------------------------

       The turn-key services of the WLL System shall be done to the satisfaction
       of The Purchaser.

       No service or work by the Contractor may, without The Purchaser's written
       approval thereof, commence earlier than on the date of start of service
       set out in the Time Schedule. The scope of work regarding Turn-key
       services is set out in Annex 9.

11.3   Training
---------------

       The Contractor shall provide The Purchaser's personnel with the training
       required for the proper operation and maintenance of the WLL System. The
       scope of Contractor's undertaking in this respect, as well as the terms
       and other conditions applicable thereto are set out in Annex 10.

11.4   Documentation
--------------------

       The Contractor shall have provided The Purchaser with the Documentation
       set out in Annex 11 on or before the dates set out in the Time Schedule.

--------------------------------------------------------------------------------
(C) Suntel Private LTD               Confidential                       1999
<PAGE>

                                      27

11.5   Spare Parts
------------------

       The Contractor shall have provided The Purchaser with the spare parts set
       out in Annex 12 on the dates set out in the Time Schedule.

11.6   Test Equipment
---------------------

       The Test Equipment set out in Annex 13 shall have been delivered at
       Premises on or before the dates set forth in the Time Schedule.

11.7   Marking
--------------

       All Equipment, parts thereof, and spare parts shall be clearly and
       durably marked with the Contractor's code number and - if any - status
       revision which shall make it possible to identify all Equipment, parts
       thereof and spare parts for the purpose of warranty. The Contractor shall
       well in advance before dispatch of the Equipment or spare parts furnish
       The Purchaser with a packing list indicating the Contractor's code
       numbers applicable to the respective parts.

11.8   Packing
--------------

       All Equipment and Spare parts shall be packed in a manner that is
       suitable for the transportation and for the storing in The Purchaser's
       premises.

11.9   Order Procedure
----------------------

       The deliveries shall be executed in accordance with the provisions stated
       in Annex 14. In order to state the extent of each delivery a suborder
       specification shall be sent to the Contractor as a firm order. The
       suborder specifications shall contain information regarding quantities of
       Equipment and Spare Parts to be delivered, delivery dates, delivery
       address and invoice address.

--------------------------------------------------------------------------------
(C) Suntel Private LTD               Confidential                       1999
<PAGE>

                                      28

       Clause 12 - Liquidated Damages in the Event of Delays in Delivery
       -----------------------------------------------------------------

12.1     General
----------------

The parties acknowledge that the Contractor's fulfillment of its undertakings
set out in the Time Schedule (Annex 18) is of utmost importance to The
Purchaser. The parties also acknowledge that delays will cause severe damage to
The Purchaser and that such damage may, from a practical point of view, be
difficult to quantify. In the event of delay, the parties agree that The
Purchaser shall receive liquidated damages in accordance with the following
provisions without The Purchaser being obligated to prove that it has suffered
damage or to prove the amount of damage. The Purchaser's right to receive
liquidated damages shall be without prejudice to any other right that it may
have under this Contract or otherwise.

Any liquidated damages to which The Purchaser is entitled shall be paid by the
Contractor upon demand and The Purchaser shall be entitled to wholly or partly
set off liquidated damages against any amount that The Purchaser shall pay to
the Contractor under this Contract.

12.1.1   Liquidated Damages for Delay
-------------------------------------

         Should the service start date of the System, or any material portion of
         the System be delayed for any reason except for events excepted under
         this Contract, where the delay is fully or substantially attributable
         to the fault of default of the Contractor (including its sub-
         contractors), Contractor shall pay liquidated damages equal to one
         percent (1%) of the value of that part of the network that The
         Purchaser is unable to use for each week or fraction of a week of delay
         beyond Actual Date of Delivery as specified in Annex 18. A grace period
         of two weeks shall be given before the first week of delay is counted.
         Upon the lapse of the second week of delay, however, the full delay
         shall be counted in computing the liquidated damages.

12.2     WLL System, Training, Documentation, Spare Parts and Test Instruments
------------------------------------------------------------------------------

         In the event that Contractor does not fulfil any of its undertakings
         with respect to WLL System, training, Documentation, spare parts or
         test instruments on the respective dates set out in the Time Schedule,
         the Contractor shall pay liquidated damages to The Purchaser for each
         whole day of delay amounting to (0.1%) of the respective Contract
         Price.

         Maximum liquidated damages according to these Clauses 12.1.1 and 12.2
         shall in no case exceed ten per cent (10 %) of the Total Contract
         Price.

12.3     Delays Caused by The Purchaser or Force Majeure Events
---------------------------------------------------------------

         The Purchaser shall not be entitled to liquidated damages according to
         the above provisions of this Clause 12 to the extent the delay in
         question is caused by failure solely on part of The Purchaser to fulfil
         any part of its Share of Responsibility or by a Force Majeure Event
         defined in Clause 17.

         In the event that The Purchaser delays in carrying out any of its
         undertakings under this Contract the Contractor shall nevertheless be
         obliged to fulfil its obligations within the time agreed on, to the
         extent that the fulfilment of The Purchaser's obligations is not
         necessary to enable the Contractor or its subcontractors and suppliers
         to fulfil their obligations. In the event that it can reasonably be
         assumed

--------------------------------------------------------------------------------
(C) Suntel Private LTD               Confidential                       1999
<PAGE>

                                      29

         that the Contractor will be delayed with respect to any of its
         undertakings under this Contract, The Purchaser shall have the right to
         postpone the performance of any of its undertakings to the extent such
         performance is not necessary to enable the Contractor to fulfil its
         obligations.

--------------------------------------------------------------------------------
(C) Suntel Private LTD               Confidential                       1999
<PAGE>

                                      30

                              Clause 13 - Prices
                              ------------------

13.1   The Contract Prices given shall be fixed until 18th August 2002 and shall
       include obligations of Contractor hereunder. The Contract Prices for the
       WLL System and work and services to be provided by the Contractor under
       this Contract shall be the prices set out in Annex 5.  The prices
                                                    -------
       represent the Contract Prices for the respective items and the sum of all
       the Contract Prices constitutes the total price of the Contractor's Scope
       of Supply. This total price is called the Total Contract Price.
                                                 --------------------

13.2   The prices shall be CIP Colombo.

13.3   Change of any law relating to the Contract items, except those affecting
       the customs duties, import taxes, VAT, shall not affect the price of
       these items.

13.5   All sums of money stated or referred to in this Contract are exclusive of
       VAT.  The Purchaser shall only pay VAT, if applicable in Sri Lanka.

--------------------------------------------------------------------------------
(C) Suntel Private LTD               Confidential                       1999
<PAGE>

                                      31

                             Clause 14 - Payments
                             --------------------

14.1   General
--------------

       The Purchaser shall pay to the Contractor the Contract Prices referred
       to in Clause 13 above in accordance with the following provisions. The
       terms of payments are as follows:

       Phase One - Infrastructure, Network Management, Subscriber Terminals
       required for Acceptance Testing, and Services
       .     20% on signing of the contract
       .     5% on Site Acceptance for the completion of each site (9 Sites)
       .     30% on Actual date of Delivery (System Acceptance)
       .     5% 6 months after the Actual date of Delivery

       Phase Two - Subscriber Terminals for Commercial Service

       .     20% on signing of the contract
       .     40% on delivery of equipment
       .     40% 90 days after delivery of equipment

       Phase Three - Subscriber Terminals for Commercial Service

       .     20% on signing of the contract
       .     40% on delivery of equipment
       .     40% 90 days after delivery of equipment

       Phase Four - Subscriber Terminals for Commercial Service

       .     20% on signing of the contract
       .     40% on delivery of equipment
       .     40% 90 days after delivery of equipment

A bridge finance option will be provided to Suntel for all payments beyond the
Contract signature payment (20%) for 1999. This option will allow Suntel to
remit only the interest due (as defined in Clause 14.5) on the first day of the
month following the date of payment due for all outstanding payments. The
payment of the principle will be due on January 5th, 2000 for all payments
covered through bridge financing.

14.2   Terms and Conditions
---------------------------

Orders shall be placed through a single "purchase order" issued by buyer.

14.3   Bank Guarantee
---------------------

The Contractor is required to put up a Bank Guarantee equal in Value to all
payments made before Systems Acceptance

14.4   Invoicing
----------------

       Payment shall be effected by The Purchaser's receipt of the Contractor's
       invoice in triplicate for the amount in question that The Purchaser will
       approve of, provided, however, that The Purchaser shall not be obliged to
       make any payment earlier than

--------------------------------------------------------------------------------
(C) Suntel Private LTD               Confidential                       1999
<PAGE>

                                      32

      the date following from sub-clause 14.1 above. Any value added tax, or
      other taxes to which Contractor is subject to within Sri Lanka and which
      shall be paid by The Purchaser under this Contract shall be invoiced as a
      separate item.

      Invoice address:

      Attn:  Accounts Payable
      Airspan Communications Limited
      Oxford Road, Uxbridge
      Middlesex
      United Kingdom

14.5  Interest
--------------

      The rate per annum of the interest referred to in Subclause 26.4 shall be
      defined during negotiations.

14.6  Keeping Records
---------------------

          14.6.1    For all items specified. in this Contract, the Contractor
                    shall keep and maintain such books, records, vouchers and
                    accounts with respect to its billing of chase items to The
                    Purchaser for ten (10) years tram the date of Final
                    Acceptance.

          14.6.2    For any item quoted can a cost incurred basis, the
                    Contractor shall keep and maintain such books, records.
                    vouchers and accounts of all costs with respect to the
                    engineering provision and installation of facilities of the
                    System for ten (10) years from the date of fulfillment of
                    a11 Contractor's Scope of Supply obligations.

          14.6.3    The Contractor shall obtain from his Subcontractors such
                    supporting rewords for other than the cost of feed cost
                    items, subject to the conditions of Sub-Clause 14.6.2, as
                    flay be reasonably required, and shall maintain such records
                    for a period of ten (10) years from the date of fulfillment
                    of all costs required to be kept, maintained and obtained
                    pursuant to this Clause.

          14.6.4    The Contractor shall afford the Purchaser the right to
                    review the said books, records, vouchers and accounts of all
                    costs required to be kept, maintained and obtained pursuant
                    to this Clause.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      33

             Clause 15 - Liability for Accidents, Damage and Loss
             ----------------------------------------------------

15.1   Liability Regarding Before Passing of Risk
-------------------------------------------------

          Without prejudice to provision of Clause 5 any damage to the WLL
          System or Documentation supplied or to be supplied by the Contractor
          occurring before the relevant time according to Clause 11 when the
          risk of damage to or loss of the WLL System and Documentation passes
          to The Purchaser shall be remedied by the Contractor at its own
          expense, provided that the damage or loss has not been caused by
          negligent act or omission by The Purchaser or anybody employed by The
          Purchaser (other than the Contractor or its Subcontractors). If the
          damage or loss has been so caused by The Purchaser the Contractor
          shall nevertheless, if The Purchaser so request, remedy the damage and
          loss, at the expense of The Purchaser at a reasonable price to be
          agreed between the Contractor and The Purchaser.

15.2   Other Indemnification
----------------------------

          The Contractor shall indemnify and hold The Purchaser and its
          officers, servants and employees harmless from any loss, damage,
          liability or expense on account of damage to property and injury,
          including death, to all persons, including but not limited to
          employees of the Contractor, arising out of or resulting from any act
          or omission of the Contractor, its Subcontractors, or anybody employed
          by the Contractor or its Subcontractors, or anybody else for which the
          Contractor or its Subcontractors is responsible. With respect to the
          Contractor's Scope of Supply this Subclause 15.2 shall apply only
          after the risk of damage or loss has passed to The Purchaser; until
          that time Subclause 15.1 shall prevail.

15.3   Fraud or Gross Misconduct
--------------------------------

          Without prejudice to any further responsibilities or liabilities of
          the Contractor under law, if the Contractor, or any of its
          Subcontractors, or anybody employed by the Contractor or its
          Subcontractors, or anybody else for which the Contractor or its
          Subcontractors is responsible, has been guilty of fraud, actions
          against good faith, or "Gross Misconduct" the Contractor shall -
          notwithstanding any provision of this Contract to the contrary - be
          liable for any loss or damage (whether direct, indirect, incidental or
          consequential) suffered by as a result thereof, whether it be defects
          (as defined in Clause 10) in, damage to, or loss of the Contractor's
          Scope of Supply, or injuries to persons, or any other breach of this
          Contract.

          Contractor's liability for the said defects shall extend also to
          defects which have not appeared prior to the expiration of the
          warranty period in question and to defects which have not for any
          other reason been notified by The Purchaser in accordance with the
          provisions of Clause 10. "Gross Misconduct" means any act or omission
          implying neglect to take into consideration such serious effects as a
          careful Contractor normally would have been able to foresee, or a
          deliberate disregard of the consequences of such an act or omission.

15.4   Limitation of The Purchaser's Liability
----------------------------------------------

          The Purchaser shall not be liable for any damage to or loss of the WLL
          System and documentation, save as to the extent provided for in
          Subclause 15.1.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      34

          The Purchaser shall not be liable for any direct, indirect, incidental
          or consequential damage or loss, including loss of income or loss of
          profit, suffered by the Contractor or its subcontractors as a result
          of such a damage, loss or breach or as a result of any breach by The
          Purchaser of this Contract, unless expressly otherwise provided for in
          this Contract.

15.5      Obligations to Limit Damages and Loss
-----------------------------------------------

          The party suffering loss or damage shall always be obliged to take all
          reasonable measures to mitigate the damage or loss occurred.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      35

                  Clause 16 - Patents and Other Intellectual
                        and Industrial Property Rights
                        ------------------------------

The Contractor undertakes to fully indemnify and hold The Purchaser, its
officers, employees, representatives and customers harmless from and fully
indemnify them for any and all cost expenses, damages and liabilities therefore
against any claim for an infringement or alleged infringement of any
intellectual property right relating to use of the Equipment and Software
delivered under this Contract.

In particular the Contractor undertakes to defend at its own expense any claim,
suit or proceeding based upon any claim that the Contractor's Scope of Supply,
or the use or maintenance thereof infringes any licence or any right of a third
person to patent, copyright, design or any intellectual or industrial property
rights or application therefore, as well as to hold The Purchaser, its officers,
employees, and representatives harmless from and fully indemnify them for any
and all costs, expenses, damages and liabilities therefor. In the event that the
WLL System or the use of the WLL System or documentation would be held in a suit
to constitute infringement and its further use would be enjoined, the Contractor
will promptly at its own expense either

(i)  procure for The Purchaser the right to continue the use, or
(ii) replace or modify the WLL System, or Documentation, so that it becomes non-
     infringing while staying fully compliant with the Specifications. Any such
     replacement or modification shall, however, be approved of by The Purchaser
     in advance, which approval shall not be unreasonably withheld. The
     Purchaser shall without delay inform the Contractor of any claim that has
     come to the notice of The Purchaser and shall proceed in dealing with such
     claims in agreement with the Contractor.

The Purchaser shall be at all times kept informed by Contractor of the
institution or assertion of any IPR claims or proceedings and shall without
prejudice to its rights be entitled but not obligated to participate in such
claims, suits or proceedings.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      36

                           Clause 17 - Force Majeure
                           -------------------------

Should Force Majeure Event occur after the signing of this Contract which
prevents the performance of any obligation of either party on the date or dates
provided for in this Contract, the performance of the obligation may be
postponed for such time, on a day by day basis, as the performance necessarily
has had to be delayed on account thereof, it being understood that such
postponement shall not be deemed a change of the Time Schedule or of any day
defined by reference to the Time Schedule.

The term of Force Majeure Event shall mean events such as war or warlike
hostilities, mobilisation or general military call-up, acts of Government
including refusal issue of required export licenses (but shall exclude failure
to obtain security clearance for own employees), civil war, revolution,
rebellion, insurrection or riots, sabotage and any strike or labour action and
other circumstances of a similar exceptional character and farreaching
influence, provided that any such event is beyond the control of the party, its
subcontractors and suppliers. It is expressly understood that no circumstance
shall be considered Force Majeure Event which the party or the subcontractor or
the supplier invoking the event of Force Majeure reasonably ought to have taken
into account at the date of signing of this Contract.

Immediately upon becoming aware of the commencement of any Force Majeure Event
causing a delay, and immediately upon becoming aware of the termination of such
an event of Force Majeure, the party desiring to invoke it as cause for
postponement shall advise the other party of the said event, failing which its
right to demand an extension of the time of performance shall be definitely
barred. To avail itself of the right to invoke any Force Majeure Event as a
cause for postponement the party shall also as soon as practicable after the
termination of the event submit to the other party reasonable proof of the
nature of such Force Majeure Event and its effect upon the performance
timetable. Each parties shall make all reasonable efforts to reduce to a minimum
and mitigate the effect of any delay occasioned by a Force Majeure Event. The
obligation of Contractor in this respect shall particularly include the
repairing or causing the repair of such damage as may have been done to its or
its subcontractor's manufacturing facilities or to Contractor's Scope of Supply.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      37

                          Clause 18 - Optional Orders
                          ---------------------------

18.1 WLL System
---------------

The Purchaser shall during a period of time commencing on the date of signing of
this Contract by both parties up to 3 years or the end of year 2002 (whichever
the latest) have the right (but not the obligation) to order on fair and
reasonable terms from the Contractor Equipment, Software, Spare Parts,
Documentation and Services set out in Annexes 7, 8, 9, 10, 11, 12 and 13.

18.2 Other Terms and Conditions
-------------------------------

In addition to the terms and conditions referred to in Subclauses 18.1 - 18.3
(inclusive) the provisions contained in this Contract including the Annexes
thereto (as amended by the parties subsequent to the conclusion of this
Contract) shall apply between the parties.

18.3 Exercise of Option
-----------------------

The options referred to in this Clause 18 shall be exercised by a written
numbered order to the Contractor signed by one or more authorised officers or
representatives of The Purchaser. Such order shall be lodged with the Contractor
not later than on the date referred in Subclause 18.1 and shall be accompanied
by a proposed time schedule.

It is incumbent upon Contractor to acknowledge receipt of the order not later
than thirty (30) days thereafter.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      38

                      Clause 19 - Network and Maintenance
                      -----------------------------------

The Contractor undertakes to supply to The Purchaser, Network and Maintenance of
the WLL System in accordance with the prices and conditions set out in Annex 21
during a period of five (5) years from expiry of the warranty period.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      39

                            CLAUSE 20 - Non Waiver
                            ----------------------

The failure of either party to insist upon strict adherence to any term or
condition of this Contract on any occasion shall not be considered a waiver of
any right thereafter to insist upon strict adherence to that term or condition
or any other term or condition of this Contract.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      40

                             Clause 21 - Language
                             --------------------

All manuals, other documentation and training to be provided by Contractor under
this Contract as well as all notices and other communications between the
parties hereunder shall be in English unless the parties in any specific case
agree otherwise.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      41

                      Clause 22 - The Purchaser's Approval
                      ------------------------------------

To the extent provided in the Contract, the Specifications, design,
calculations, construction, materials and technical arrangements used in the WLL
System may be subject to The Purchaser's approval. No such approval shall affect
the Contractor's obligations hereunder or at any time limit The Purchaser's
right to demand that the Contractor's Scope of Supply in all respects shall
satisfy the Specifications and other requirements of the Contract.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      42

                      Clause 23 - Compliance with the Law
                      -----------------------------------

The Contractor and its subcontractors shall abide by all applicable laws,
regulations and ordinances of the Country of Sweden and shall obtain from
competent authorities all necessary permits, licenses, and authorisations
required to complete the Contractor's Scope of Supply. The Contractor and its
Subcontractors shall establish such standards and procedures on the Premises as
are necessary to comply with regulations governing employment with special
reference to safety regulations issued from time to time by any competent
authority in Sri Lanka or by The Purchaser. If it comes to the knowledge of The
Purchaser that any such regulations are not being observed, it shall immediately
inform the Contractor and, in such event, The Purchaser shall be entitled to
refuse admission to the Premises of any person who is responsible for such
contravention. Before commencing installation, the Contractor shall give The
Purchaser a full description of those risks or dangerous procedures which may
be, respectively, encountered or utilised in the course of installation.

If and to the extent requested to do so, The Purchaser will assist the
Contractor in obtaining the required information of any such laws, regulations
and ordinances, including safety regulations, as are referred to in this Clause
23. It is recognised by the parties that the presence on the Premises of any of
the Contractor's or its subcontractor's personnel might require the approval of
The Purchaser or any other authority and that such personnel might also be
required to undertake an obligation to observe secrecy with respect to
information received or obtained when present on the Premises and to sign
documents to such an effect. The Purchaser shall not be responsible for any
acts, default or unsatisfactory performance, neglect or omissions of the
Contractor that violate the laws, statutes, orders, rules, decrees, or
regulations of any jurisdiction in which the Contractor's Scope of Supply
obligations are carried out.

In any event, if any third party should nevertheless make a direct claim against
The Purchaser because of such act, default, unsatisfactory performance or
omission of Contractor, The Purchaser shall notify the Contractor as soon as
possible, and the Contractor shall be entitled to undertake and manage any legal
proceedings involving the Contractor. The Contractor shall upon the request of
The Purchaser assist The Purchaser in defending themselves against such claim
and indemnify and hold The Purchaser harmless against any and all costs,
charges, expenses, compensations and other payments made by The Purchaser in
respect of such third party claim.

The Contractor shall be deemed to have satisfied itself that it has obtained all
necessary information with respect to the Contractor's Scope of Supply and the
Contract including but not limited to the matters such as: (i) fees, pilotage
and any dues payable to port authorities, (ii) conditions affecting labour
including Contractor's Scope of Supply permits, and (iii) rules and regulations
of governments and/or port authorities.

The Contractor shall be deemed to have fully examined and independently verified
all documents and drawings, specifications, schedules, terms and conditions of
the Order, regulations and other information in relation to the Contract and to
have fully understood and satisfied himself as to all information which is
relevant as to the risks whether political or otherwise, contingencies, costs,
and other circumstances which could affect the Contract. The Purchaser, its
servants, and agents shall have no liability in law or equity or in Contract or
in tort or pertinent to any other cause of action with respect to any such
information, risks, contingencies or other circumstances.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      43

    Clause 24 - Assignment and Sub-contracted Contractor's Scope of Supply
    ----------------------------------------------------------------------

The Purchaser may assign this Contract or any of its rights or obligations
hereunder to any corporation being the successor of The Purchaser.

24.1 The Contractor may also, without prior written consent of The Purchaser,
     assign a contract, sub-contract, or any significant part of the
     Contractor's Scope of Supply/. In any event, the Contractor shall not be
     relieved from responsibility under this Contract for such parts of the
     Contractor's Scope of Supply that are sub-contracted, and the Contractor
     shall be responsible and liable for the acts, defaults or unsatisfactory
     performance of any Subcontractor or its employees, servants and agents, as
     fully as if they were the acts or defaults of the Contractor or of the
     Contractor's employees, servants and agents.

24.2 The Contractor shall ensure that any sub-contracts entered into by the
     Contractor shall contain such provisions of this Contract as should be made
     applicable to such sub-contracts.

24.3 Any assignment, mortgage, charge, encumbrance or sub-contract in
     contravention of this Clause shall, as against The Purchaser, be void and
     of no effect.

24.4 The Contractor shall protect, defend, indemnify and keep indemnified The
     Purchaser against all claims, demands, actions, suits, proceedings, writs,
     judgements, orders, decrees, damages, losses and expenses suffered or
     incurred by The Purchaser arising out of or related to any assignment,
     mortgage, charge, encumbrance or sub-contract, whether permitted or not.

24.5 The assignment of any part of the Contractor's Scope of Supply to any
     Subcontractors will be performed according to the Contract and will not
     affect the Contractor's Scope of Supply.

24.6 The Parties agree that no contractual relationship is created between The
     Purchaser and any of the Contractors Subcontractors, suppliers or agents.
     The Contractor shall indemnify The Purchaser for any expenses or damages
     caused to The Purchaser as a result of any claim or demand against The
     Purchaser by any Subcontractor, supplier or agent.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      44

                            CLAUSE 25 - Termination
                            -----------------------

This Contract, or any individual order under this Contract, may be terminated at
any time by written notice from The Purchaser. Such notice shall specify the
effective date of termination and the actions to be taken by the Contractor in
connection with the termination. If such termination is not due to the
Contractor's failure to fulfil his obligations, which would entitle The
Purchaser to cancel the Contract, or any part of it, The Purchaser shall pay a
proportional price for all work in progress, equipment on order for the
Purchaser, equipment that has been manufactured for the Purchaser and resides in
finished goods, work performed, for material, administration, and profit on the
amount of work performed under the Contract, and refund any other direct cost
incurred due the termination, deducting amounts previously paid. The title to
the work performed under this Contract prior to the termination shall vest in
The Purchaser upon payment of the proportional price.

The compensation to be paid to the Contractor under this Clause shall be tried
to be determined by negotiations, however, the amount shall under no
circumstances exceed the Contract Price.

In case of termination, the Contractor shall make every effort to reduce the
costs incurred.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      45

                            Clause 26 Cancellation
                            ----------------------

26.1 General
------------

     Without prejudice to any other rights or remedies The Purchaser may have,
     The Purchaser may cancel this Contract according to the following
     provisions. The Purchaser may also cancel an order under this Contract,
     without thereby cancelling any part of this Contract, according to the same
     provisions.

26.2 Cancellation Due to the Contractor
---------------------------------------

The Purchaser may cancel this Contract, in its entirety or with respect to any
portion thereof or an order under the Contract, with immediate effect by written
notice to that effect:

     (i)   Insolvency etc.
           --------------
           if Contractor has become voluntarily or involuntarily declared
           bankrupt or otherwise is insolvent or has entered into liquidation or
           has enter into composition proceedings with its creditors or if the
           Contractor has taken any action in furtherance of any such
           proceedings or has disposed or contemplates to dispose of all or the
           major part of its assets;

     (ii)  Material breach of Contract
           ---------------------------
           if the Contractor commits a material breach of any of its obligations
           under this Contract other than delay in the performance of its
           undertaking referred to in (iii) below and fails to cure such breach
           within thirty (30) days after having received The Purchaser's notice
           thereof;

     (iii) Delays
           ------
           if due to any circumstance for which the Contractor or any of its
           subcontractors or suppliers are responsible the Actual Date of
           Delivery is delayed for more than an aggregate period of ninety (90)
           days;

     (iv)  Non-compliance with the requirements
           ------------------------------------
           if the Contractor's Scope of Supply in any important respect does not
           meet the requirements set out in this Contract and the Contractor has
           not cured the defect within the times specified in the Contract, or,
           if no specification is made, within a reasonable time, such
           reasonable time not to exceed thirty (30) days and fails to cure the
           defect within an additional reasonable period of time, not exceeding
           sixty (60) days unless otherwise agreed by The Purchaser, from
           receipt of The Purchaser's notice to that effect as has been fixed by
           The Purchaser in said notice.

26.3 Cancellation With Reference to Force Majeure etc.
     ------------------------------------------------
     The Purchaser may cancel this Contract with immediate effect by written
     notice if any Force Majeure Event according to Clause 17 (whether
     preventing the Contractor or The Purchaser) causes the Actual Date of
     Delivery to be delayed or can reasonably be anticipated to be delayed for
     more than two hundred and twenty (150) days. The Purchaser shall exercise
     its right to cancel the Contract according to this Subclause 26.3 not later
     than sixty (60) days after having received the Contractor's notice of the
     of the Force Majeure Event in question.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      46

26.4 Consequences of Cancellation According to 26.2
     ----------------------------------------------

     In the event that The Purchaser cancels the Contract according to any of
     the provisions of Subclause 26.2 the Contractor shall immediately upon The
     Purchaser's demand refund to The Purchaser all amounts paid by The
     Purchaser under this Contract prior to the effective date of the
     cancellation plus interest on the said amounts from the respective dates of
     The Purchaser's payment up to the date of refundment (all dates inclusive)
     at the rate set out in Subclause 14.5. The Purchaser shall make available
     to the Contractor for restitution, dismantling and removal at the
     Contractor's own risk and expense what the Contractor may have delivered to
     The Purchaser under this Contract. This Contract shall cease to have any
     force or effect except that Contractor shall hold The Purchaser harmless in
     respect of all direct costs loss and damage suffered by The Purchaser on
     account of such a cancellation, including without limitation The
     Purchaser's total costs for completing all the Contractor's undertakings,
     whether performed by The Purchaser itself or other contractors engaged by
     The Purchaser for the purpose, to the extent these costs plus any
     compensation to the Contractor as set forth below in this Subclause 26.4
     exceed the Total Contract Price according to this Contract. The Purchaser
     shall make all reasonable efforts to mitigate such loss, damage and costs.

     In the event that The Purchaser decides to complete the WLL System or parts
     thereof either itself or by engaging other contractors, The Purchaser shall
     have the right to acquire - against compensation and on terms and
     conditions with respect to warranties and other matters that are reasonable
     in the circumstances - such Equipment, Software, Documentation, services
     and other items within the Contractor's Scope of Supply as well as the
     Contractor's rights under subcontracts and supply agreements as can be used
     for the completion, operation and maintenance of the WLL System.

26.5 Consequences of Cancellation According to 26.3
     ----------------------------------------------

     In the event that The Purchaser cancels the Contract pursuant to Subclause
     26.3 the Contract shall cease to have any force or effect and the
     Contractor shall immediately upon The Purchaser's demand refund to The
     Purchaser all amounts paid by The Purchaser under this Contract. The
     Purchaser shall make available to the Contractor for restitution,
     dismantling and removal at the Contractor's own risk and expense what the
     Contractor has delivered to The Purchaser under this Contract prior to the
     effective date of the cancellation.

     In the event that The Purchaser decides to complete the WLL System or parts
     thereof either itself or by engaging other contractors, The Purchaser shall
     have the right to acquire against a compensation and on terms and
     conditions with respect to warranties and other matters that are reasonable
     in the circumstances - such Equipment, Software, documentation, services
     and other items within the Contractor's Scope of Supply as can be used for
     the completion, operation and maintenance of the WLL System.

     The Purchaser may require the Contractor to promptly remove at its own
     expense any and all of Equipment, or parts thereof, that may have been
     delivered to or installed and not acquired by The Purchaser.

26.6 Ownership to Equipment etc.
     ---------------------------

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      47

     The ownership to such Equipment, Software, materials, Documentation and
     work within the Contractor's Scope of Supply for which the Contractor is
     entitled to compensation according to Subclauses 26.4 or 26.5 shall
     immediately upon the cancellation pass to or notwithstanding the
     cancellation rest with The Purchaser, as the case may be. The Purchaser
     shall be free to use the same without incurring any liability to the
     Contractor or any third party. It is agreed that The Purchaser may exercise
     its rights to cancel the Contract, or an order under the Contract
     notwithstanding whether Equipment, Software, documentation and work
     installed, delivered, and performed by the Contractor can be restituted in
     substantially the same condition as delivered by the Contractor. In the
     event of cancellation pursuant to Subclause 26.2, Equipment, Software and
     Documentation of which the value has decreased due to negligence on part of
     The Purchaser or anybody for which The Purchaser is responsible shall be
     acquired by The Purchaser according to provisions agreed upon by the
     parties.

26.7 Survival of Clauses
     -------------------

     The provisions of Subclause 11.1.3 and Clause 16, to the extent applicable,
     and of Clause 29, 30 and 31 shall survive the cancellation or termination
     of this Contract.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      48

          Clause 27 - Entire Agreement. Modifications of the Contract
          -----------------------------------------------------------

The parties state that with respect to the subject matter hereof this Contract
Document and the Annexes, thereto, which form an integral part of the Contract,
constitute the sole and exclusive understanding of the parties in respect of the
subject matter hereof and supersede all prior agreements, arrangements or
understandings relating to the subject matter, including any bid, tender,
quotation, offer or proposal, general sales conditions or terms or provisions
that the Contractor has submitted.

No change or modification of this Contract may be made except in writing and
executed by the respective duly authorised representatives of each of the
parties hereto.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      49

                         Clause 28 - Order of Priority
                         -----------------------------

In the event of any discrepancy between any data, stipulation or provision given
in any of the Clauses of this main Contract Document, on the one hand, and data,
stipulation or provision given in any of the Annexes, on the other hand, the
data, stipulation or provision contained in a Clause of this Contract Document
shall prevail. In the event of any discrepancy between the Technical
Specifications and the Product Description the Technical Specification shall
prevail over the Product Description, except to such an extent as the Product
Description is more advantageous to The Purchaser, in which latter case the
Product Description shall prevail.

To the extent the Technical Specifications or the Product Description contains
something that is not dealt with in any provisions of the Clauses of this
Contract Document, the Technical Specifications and the Product Description, as
the case may be, shall prevail notwithstanding the foregoing.

To the extent the Technical Specifications or the Product Description contains
anything that is not dealt with in the other of them, the one containing the
data, stipulation, provision or whatever might be concerned shall prevail over
the other.

The Purchaser shall have the right to decide what document, data, stipulation or
provision that shall prevail if such a decision is notified to the Contractor
well in advance of the commencement of the manufacturing process in question.

In the event that the Contractor and The Purchaser have different opinions as to
the interpretation of the Specifications, the opinion of The Purchaser shall
always prevail, notwithstanding the foregoing, provided that The Purchaser's
opinion is not unreasonable. The Contractor shall as soon as possible inform The
Purchaser of any inconsistency, ambiguity or incompletion found in the
Specifications.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      50

                           Clause 29 - Applicable Law
                           --------------------------

This Contract shall be governed by and construed in accordance with the law of
Sweden.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      51

                           Clause 30 Confidentiality
                           -------------------------

Each party (as "Receiving party" hereunder) shall keep in confidence, with the
same degree of care as used for its own confidential information, any
information which is disclosed to it by the other party (as "Disclosing party"
hereunder) in writing or other tangible form and clearly marked or identified in
writing as "confidential" or by similar legend, for a period of three years from
the date of first disclosure to the receiving party hereunder of such
information, except that the foregoing obligations shall not apply or cease to
apply, to any information which:

(i)    is publicly known at the time of disclosure or becomes thereafter
       publicly available through no fault of the receiving party;

(ii)   was already known to the receiving party free from confidentiality
       restrictions, prior to receiving it from the disclosing party;

(iii)  is disclosed to the receiving party by any third party without
       confidentiality restrictions;

(iv)   is independently developed by the receiving party;

(v)    is necessary to disclose to any lawful authorities for obtaining any type
       approval of the hardware/software goods covered hereunder;

(vi)   is inherently disclosed or is necessary to be disclosed by The Purchaser
       by or for the proper installation, operation, use, maintenance and/or
       repair of the goods procured hereunder or the provisions of services
       thereby.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      52

                            Clause 31 - Arbitration
                            -----------------------

31.1 The Contractor and The Purchaser shall endeavour to settle any difference
     of opinion which may arise during the execution of this Contract in an
     amicable manner.

31.2 Any difference of opinion concerning any matters under this Contract shall
     be referred for resolution by arbitration to an expert sitting as a single
     arbitrator to be agreed upon by the parties hereunder or failing such
     Contract to a single arbitrator to be named by the President of the [_],
     upon the request of any party to this Contract. Arbitration proceedings
     shall take place in Stockholm Upon the request of any party the arbitration
     shall be in English.  The arbitrator from time to time acting hereunder
     shall have all the powers conferred on arbitrators by the [_] Arbitration
     Law 1968 or any statutory modification thereof for the time being in force.
     Judgment upon any award rendered by the arbitrator may be entered in any
     court in Sweden having jurisdiction or application may be made to such
     court for a judicial acceptance of the award and an order of enforcement,
     as the case may be. The arbitrator shall not be bound by the rules of
     evidence and procedure, but shall be bound by the substantive law of the
     Sweden and shall be obliged to disclose the reason for his award.

31.3 The fact that a dispute is brought before a court or before a duly
     appointed expert does not release the Contractor from its obligations to
     fulfil its commitments as provided by this Contract.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      53

                              Clause 32 - Notices
                              -------------------

Any and all notices or information other than information or proposal of pure
technical nature shall be given by any party by prepaid mail or by fax or hand
delivery to the other party at the following address:

If to The Purchaser

Jan Campbell, 110 Sir James Peiris Mawatha, Colombo, Sri Lanka

If to Contractor

Steve Mallinson, Cambridge House, Oxford Road, Uxbridge, UK.

Notices, information or proposals of pure a technical nature shall be forwarded
to the following address:

If to The Purchaser

Mahinda Ramasundera, 110 Sir James Peiris Mawatha, Colombo, Sri Lanka

If to Contractor

Paul Senior, Cambridge House, Oxford Road, Uxbridge, UK.

The aforementioned addresses of either party may be changed at any time by
giving fifteen (15) days prior notice to the other party in accordance with the
foregoing. Either party may also by fifteen (15) days prior notice to the other
party give further specification as to which address notice, information or
proposals of various nature shall be forwarded.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      54

                           Clause 33 - Support Bond
                           ------------------------

In addition to the other clauses within this Contract, The Contractor agrees to
placing of a Support Bond.

The Guarantor for this bond shall be as follows:

Lloyd Bank Plc.
Guarantees, International Services Centre
P.O. Box 63
Two Brindley Place, Birmingham
B1 2AB
United Kingdom

The following wording will be used:

The Guarantor hereby issues an irrevocable Guarantee No. ______ in the following
terms:

The Beneficiary shall the Purchaser known as Suntel Private Ltd.

The Principal shall be the Contractor, known as Airspan Communication Limited.

Failure of the Contractor's performance obligations in respect of the supply of
equipment for Telecommunications Network Infrastructure under Contract for
Purchase Order No. LP/0442/99 dated April 26, 1999 due to the end of its
activities, due to its winding up, appointment of receiver(s) or entering into a
company voluntary arrangement, or closure of the product line used within this
supply of the contract.

The Support Bond shall be posed within 1 month after The Contractor receives the
principal and interest payment from milestones through System Acceptance (Actual
Date of Delivery) and receipt by The Contractor of all and any other associated
payments for deliveries covered under the bridging phase.

The Support Bond shall have value equal to 60% of contract value in the first
year after the Actual date of Delivery (Phase 1), 50% of contract value in the
second year after the Actual date of Delivery (Phase 1), and 40% of contract
value in the third year after the Actual date of Delivery (Phase 1).

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      55

                          Clause 34 - Contract Period
                          ---------------------------

This Contract comes into force when signed by both parties and shall remain in
force as long as any of the parties has any obligation under the Contract to
fulfil.

This Contract has been made in duplicate and each of the parties has taken one
copy.

<TABLE>
-------------------------------------------------------------------------------
<S>                                            <C>
Place: LONDON                                  Place: COLOMBO

Date:                                          Date:

Eric Stonestrom                                J. Campbell
Managing Director                              Managing Director
Airspan Communications Limited                 Suntel (Private) Ltd.

The Contractor                                 The Purchaser
</TABLE>
--------------------------------------------------------------------------------

      (
      All reasonable direct costs to which The Purchaser may be put by any
           repetition of an inspection or a test shall be reimbursed by the
           Contractor on demand and may be deducted by The Purchaser from any
           moneys to be paid by The Purchaser under this Contract.

9.2   Quality Assurance
-----------------------

      The Contractor shall be responsible for carrying out a continuous quality
      surveillance in accordance with the quality assurance procedure laid down
      in Annex _15 in order to ensure that the Equipment and the Software in all
      respects will meet all the requirements set out in this Contract.

9.3   System Test (or Site Acceptance Test)
-------------------------------------------

      The Contractor shall be responsible for carrying out a System test for
      each site. Representatives of The Purchaser shall be present. The object
      of the System test is to establish that each part of the WLL System will
      fulfil all the functional and technical requirements set out in this
      Contract.

      As soon as possible after completion of the System test, the Contractor
      shall furnish to The Purchaser a report regarding the test. To the extent
      an unsuccessful test so requires, the Contractor shall cure the discovered
      deviation from the requirements and provide for repeated test.

      Prior to the start of any System Acceptance Test the Contractor shall have
      proved that the System tests have been successful and have cured to the
      satisfaction of The Purchaser the deviation from the requirements or any
      other defect or deficiency that has been observed in the course of the
      System test. If the Purchaser agrees a System Acceptance Test can take
      place without all System Tests being complete.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      56

      To the extent an unsuccessful test so requires, the Contractor shall cure
      the discovered deviation from the requirements and provide for a repeated
      test.

      At the time when the Contractor has successfully completed a Systems Test
      (Site Acceptance Test), the Purchaser shall accept the title and risk for
      that part of the network that has been successfully tested. Alternatively,
      provision of revenue producing traffic for more than one month will
      constitute completion of System Test for a specific site.

9.4   Acceptance Test
---------------------

      When,

      (i)   the tests and inspections referred to above in this Clause 9 have
      demonstrated that all Equipment and Software delivered by the Contractor
      complies with all relevant requirements, standards and Specifications;

      (ii)  such Equipment and Software as shall be installed by Contractor has
      been installed on Premises ready for operation;

      (iii) relevant training referred to in Clause 11 has been performed;

      (iv)  relevant documentation has been delivered in accordance with Clause
      11,

      and

      (v)   relevant Test Equipment have been delivered in accordance with
      Clause 11, then The Purchaser shall perform an acceptance test ("System
      Acceptance Test"). The purpose of this Acceptance Test is to establish
      whether the Equipment and the Software complies with all the relevant
      requirements and Specifications when operated and otherwise handled by The
      Purchaser personnel duly trained by the Contractor utilising the
      Documentation supplied by the Contractor. The detailed test procedure and
      criteria of a successful Acceptance Test shall be agreed upon in
      accordance with Clause 7.1.

9.5   Actual Date of Delivery
-----------------------------

      The Acceptance Test shall be deemed to have been successfully performed
      when it has been demonstrated that all relevant requirements of this
      Contract are met or when the Purchaser has carried commercial traffic for
      a period of more than 90 days.

      The Actual date of Delivery is when all defects, deficiencies, or
      deviations from the requirements discovered in connection with the
      Acceptance test, or prior thereto, have been cured to the satisfaction of
      The Purchaser, and a successful Acceptance Test has shown that
      Contractor's Scope of Supply with respect to WLL System meets all the
      requirements of this Contract.

      It is recognised by the parties that even after the Acceptance Test, some
      minor defects and deficiencies that are non-essential for the proper
      operation or maintenance of the WLL System might exist. The parties shall
      by agreement enter these defects or deficiencies into a list of defects
      which shall also include a time schedule for the taking by Contractor of
      the necessary corrective measures. The

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      57

      stipulations of this Contract as regards warranty obligations contained in
      Clause 10 below shall apply to Contractor's duty to take such corrective
      measures.

      If the Purchaser fails to make any or all sites available for Installation
      of the equipment one hundred and twenty days (120) after the contract
      signature, the Purchaser shall by default accept the equipment, for that
      part of the network that cannot be installed, and make all relevant
      payments applicable to Site and System Acceptance. At this time, title and
      risk for the equipment that cannot be installed shall pass from the
      Contractor to the Purchaser.

      If the System Acceptance Test (required before Actual Date of Delivery can
      be achieved) is delayed because of the Purchaser's failure to make sites
      "ready for installation", the System Acceptance Test shall be conducted
      only on those sites that have passed Site Acceptance.

      The Time Schedule and Milestones for the implementation and preparation of
      the Sites by the Purchaser shall be defined in Annex 18.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      58

        Clause 10  Warranties and Certain Consequences in the Event of
        ---------------------------------------------------------------
                            Breaches of Warranties
                            ----------------------

10.1   Warranty Period
----------------------

       The Contractor warrants that the WLL System installed and ready for
       operation and Spare Parts delivered to The Purchaser, at all times during
       a warranty period of eighteen (18) months from the Actual Date of
       Delivery of the WLL System will conform to all the requirements set out
       in the Specifications. Subject to the provisions of Subclause 10.2 and
       10.3 any lack of conformity that is in existence, or will occur, or will
       appear prior to or during the warranty period, and any other defect,
       deficiency, or malfunction that is due to construction, manufacture,
       workmanship, materials, programming, transportation or installation which
       appear prior to the expiration of the warranty period shall be considered
       such a defect will be covered by Contractors warranty obligations. Design
       faults shall be warranted for twenty-four (24) months from the Actual
       Date of Delivery.

10.2   Corrective Measures Activity
-----------------------------------

       In case of breach of warranty obligations defined in Subclause 10.1 above
       the Contractor shall at its own risk and expense cure the defect by
       repair, replacement, modification, adjustment, delivery and installation
       of additional Equipment or Software, or performance of additional work or
       implement any other adequate corrective measures (all such measures
       collectively referred to as "Corrective Measures").

10.3   Warranty of Corrective Measures
--------------------------------------

       The Contractor shall be obliged to take the necessary Corrective Measures
       and other actions referred to in this Clause 10 within the shortest
       practicable time, however not later than at such a final date for the
       Corrective Measures specified by The Purchaser taking into account the
       breach to be cured, the work to be done and The Purchaser operational and
       maintenance requirements. The Contractor shall at the request of The
       Purchaser render such assistance, advice or instruction that in the
       Contractor's reasonable opinion would be sufficient to remedy the defect.
       If the Contractor or The Purchaser would deem it necessary to arrange
       that the Corrective Measures are taken by the Contractor's personnel, the
       Contractor shall make such personnel available as fast as possible but no
       longer than forty eight (48) hours from the moment when The Purchaser has
       dispatched a request.

       If the Corrective Measures will be in the form of replacement and The
       Purchaser does not have the relevant spare part available the Contractor
       shall make the spare part available as soon as the circumstances permit,
       but in no case later than forty eight (48) hours from the moment when The
       Purchaser has dispatched a request for such a spare part.

       Major Service effecting errors shall be corrected within 5 working days
       from the moment The Purchaser has dispatched a request for correcting
       such an error and the Contractor has acknowledge this request.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      59

       Minor Service effecting errors and Non Service effecting errors shall be
       corrected within eight (8) weeks from the moment The Purchaser has
       dispatched a request for correcting such an error and the Contractor has
       acknowledge this request.

       Major, Minor and Non Service Effecting errors are defined in Annex 25.

       If the Contractor in spite of proper notification should not be able to
       carry out his duties within the agreed period of time, The Purchaser
       shall have the right to correct the defects) or have it (them) corrected
       by others.

       If spare parts purchased by The Purchaser have been used for replacement
       of defective parts or any interim repair of the defective parts has been
       made, the Contractor shall at his own expense repair the replaced part or
       make the final repair thereof, as the case may be, or deliver spare parts
       in replacement. The Purchaser shall bear the risk and costs of transport
       to the Premises of Contractor and the Contractor shall bear the risk and
       costs of the return transport for such defective parts as well as of
       repaired parts and parts supplied in replacement.

10.4   Notification of Defects
------------------------------

       The Purchaser shall notify the Contractor of a defect not later than
       thirty (30) days from The Purchaser's discovery thereof. Notice of
       defects and requests for Corrective Measures shall, at the discretion of
       The Purchaser, be made by fax, letter or hand delivery.

       The Purchaser shall also be entitled for the purpose hereof to avail
       itself of any guarantee or other security provided by the Contractor in
       accordance with this Contract.

10.7   Warranty Regarding Replaced or Corrected Parts
-----------------------------------------------------

       In the event that any part of the WLL System has been corrected,
       repaired, replaced, modified or adjusted pursuant to a warranty
       obligation, a fresh warranty period of the same duration as set forth in
       Subclause 10.1 shall apply to such a part or if replaced to the new part.
       This fresh period shall start to run as from the date when The Purchaser
       confirms that the repair, replacement, modification or adjustment has
       been successfully completed.

10.8   Warranty of Reliability and Maintainability
--------------------------------------------------

       Without prejudice to the provision of Subclause 10.1 above Contractor
       warrants that the reliability and maintainability of the WLL System will
       comply with the provisions set out in the Specifications, so that the
       respective values which can be derived from the parameters contained in
       Annex 15 will be obtained during the warranty period of eighteen (18)
       months. The compliance with the parameters shall be demonstrated with the
       methods set out in Annex 15.

       In the event the WLL System does not fulfil the reliability and
       maintainability specified in the Specifications the Contractor shall be
       obliged to take such Corrective Measures at its own risk and expense as
       are necessary to have the WLL System to fulfil the Specifications with
       regard to the aforesaid parameters.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      60

10.9   Warranty of Documentation
--------------------------------

       10.9.1   Sufficient and Adequate for Operation and Maintenance
       --------------------------------------------------------------

                The Contractor warrants for the technical life time of the WLL
                System that the information contained in the Documentation, will
                be continuously updated, will be provided in a timely manner and
                will be sufficient and adequate for the proper operation and
                maintenance of the WLL System.

                To any damage or defect caused or revealed by lack of documents
                stated in Subclause 10.9.1 the provisions of Subclause 10.2
                shall apply, notwithstanding whether the damage or defect
                existed or appeared prior to the expiration of the respective
                warranty period set out in Subclause 10.1.

       10.9.2   Additional Documentation
       ---------------------------------

                The Purchaser may wish to develop certain additional
                documentation with respect to the functioning of the WLL System.
                The Contractor shall be obliged to check the accuracy and
                completeness of such documentation and within a reasonable
                period of time from The Purchaser's request to such effect
                submit in writing to The Purchaser its approval or disapproval
                of the said documents. In the event of disapproval Contractor
                shall specify in what respect the documentation is incorrect or
                incomplete and what measures should be taken to make the
                documentation correct and complete. Any compensation for
                Contractor's work referred to in this Subclause 10.9.2 shall for
                each case be agreed upon between the parties.

10.10  Spares Warranty
----------------------

       The Contractor warrants that it is able to supply The Purchaser with
       spares, or equivalent replacement parts, or substitute parts with an
       equal or greater level of functionality that maintains backwards
       compatibility for repair and maintenance of Equipment delivered for a
       period up to ten (10) years from Actual Date of Delivery. Such parts
       shall be provided at reasonable prices and delivery times.

       If the Contractor after the above mentioned period intends to stop the
       manufacturing of a type of spares or equivalent replacement parts, the
       Contractor shall inform The Purchaser about his intention at least twelve
       (12) months in advance.

10.11  Warranty of Right to Use and Reproduce Etc.
--------------------------------------------------

       The Contractor warrants that The Purchaser shall have the right to use
       all and any Software as well as of all and any Documentation (and parts
       thereof) that the Contractor has supplied without thereby infringing any
       right of the Contractor, its subcontractors or employees, or a third
       party, or being obliged to pay any compensation to the Contractor, its
       subcontractors or employees, or to any third party. The Purchaser's right
       to reproduce, change or modify software and documents is limited to the
       rights defined in the software license that is granted by the Contractor
       for use by The Purchaser in the WLL System delivered by the Contractor to
       The Purchaser. This is defined in Annex 26.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      61

10.12  Repairs Warranty
-----------------------

       The Contractor warrants that it, during a period of at least up to ten
       (10) years from Actual Date of Delivery or from the date of
       discontinuation of commercial availability of the related equipment,
       whichever comes the latest, is capable of and will, at The Purchaser's
       request, repair defective material in Equipment delivered under this
       Contract.

       Contractor warrants that if The Purchaser so wishes it shall enter into
       Annual Operations and Maintenance Contract with The Purchaser in forms
       set out in Annex 21 and be bound to all conditions there is in the
       License included without limitation to conditions as to price and for as
       long as The Purchaser requires for a period of up to ten years.

10.13  Warranty for Production of Equipment and Software
--------------------------------------------------------

       The Contractor warrants to ensure the supply to The Purchaser of
       Equipment and Software in every respect for upgrading, extensions, and
       maintenance of the WLL System at least for a period up to ten (10) years
       after the Actual Date of Delivery, at prices and within reasonable
       delivery times and on other reasonable conditions. In the event that the
       Contractor intends to cease to supply Equipment and Software for the WLL
       System, the Contractor shall inform The Purchaser thereof at least twelve
       (12) months in advance. The Contractor shall at the request of The
       Purchaser -without charge supply all drawings and other technical
       information and documents that will be required or of assistance in the
       provision, operation and maintenance of the WLL System. Equipment and
       Software purchased pursuant to this Subclause 10.13 shall be subject to
       the same warranties as set out in this Clause 10.

10.15  Title and Intellectual Property Rights
---------------------------------------------

       The Contractor warrants that Contractor will deliver to The Purchaser
       good title to all of the items falling within Contractor's Scope of
       Supply and each such item shall be free of any claim, encumbrance or lien
       whatsoever.

       For the technical life time of the WLL System the Contractor warrants in
       accordance with Clause 16 and furthermore that it shall not be necessary
       for The Purchaser to obtain any license or any similar grant under a
       patent or any other industrial or intellectual property right for the WLL
       System either from the Contractor or any other person in order to be able
       to interface the WLL System, with equipment of design, construction or
       makes other than the Contractor's or its subcontractors'.

       In the event of breach of this warranty the provisions of Clause 16 shall
       apply.

10.16  Exceptions from Warranties
---------------------------------

       The Contractor will have no liability or responsibility arising out of

           (c) (i) deviations from the requirements of this Contract that are
               caused by such damage to or loss of the WLL System as is
               accidental and occurs after the time when the risk of loss and
               damage has passed to The Purchaser;

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      62

           (d) deviations from requirements of this Contract that are caused by
               The Purchaser or any other person for which the Contractor is not
               responsible, or any changes, repairs or replacements made by The
               Purchaser or said other person, provided that The Purchaser or
               such other person has acted contrary to instructions contained in
               manuals or other documentation provided by the Contractor under
               this Contract;

           (e) breaches of warranties of which The Purchaser has not notified
               the Contractor during the respective warranty period, or before
               thirty (30) days have elapsed after-the expiry of the said period
               provided, however, that this exemption from liability and
               responsibility shall not apply if the Contractor, or any of its
               representatives, nevertheless knew of the breach;

           (f) deviations from the requirements of this Contract that are caused
               by non-fulfilment of The Purchaser's undertakings of The
               Purchaser's Share of Responsibility

        Notwithstanding the foregoing of this Subclause 10.16 the Contractor
        shall be obliged to cure at the expense of The Purchaser also deviations
        from the requirements for which the Contractor has no liability or
        responsibility, if The Purchaser so requests.

10.17   Records of Events
-------------------------

        The Purchaser will during the warranty period in Subclause 10.1 keep
        records of events that might be of importance for determining the type
        of defect, the time of its occurrence, the notification and curing
        thereof etc. These records shall prevail unless proved to be inaccurate
        in any specific respect. The Purchaser shall keep the records available
        to the Contractor on request.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      63

                             Clause 11 - Delivery
                             --------------------

11.1   Equipment and Software

       11.1.1 Contractual Date of Delivery

                 The WLL System shall have been delivered and successfully
                 tested according to Subclauses 9.4 on the date set out in the
                 Time Schedule (Annex 18). The said date is in this Contract
                 referred to as the Contractual Date of Delivery.

                 The schedule and quantities of material shown in Annex 18 is an
                 estimate and is not a binding commitment by The Purchaser. The
                 Purchaser considers this list to be the Tender's minimum
                 delivery obligation.

11.1.2 Passing of Title

                 The title to as well as the risk of damage to and loss of the
                 WLL System, for that part of the system in question, shall pass
                 to The Purchaser on completion of a successful Site Acceptance
                 test.

                 The Purchaser shall be responsible for the operation and
                 maintenance of the WLL System from the date of Site Acceptance.
                 This shall not limit or compromise any claim which The
                 Purchaser may have against the Contractor under any warranty or
                 other provision of the Contract. Prior to the Site Acceptance,
                 The Purchaser's responsibility for the operation of the WLL
                 System shall be confined to such responsibility as follows from
                 The Purchaser's performance of the tests referred to in Clause
                 9.

11.1.3 Software

       11.1.3.1

       The Purchaser is granted a non-exclusive perpetual restricted royalty-
          free license to use the Software, but only in conjunction with The
          Purchaser's use and maintenance of WLL System in accordance with this
          Contract, and not otherwise.

          Use of this Software shall not include the right to copy, reproduce
          and modify the software.

          The Purchaser agrees that the Software provided to it by the
          Contractor under this Contract or any renewals, extensions, or
          expansions thereof, or in implementation of any of the foregoing,
          shall, as between the parties hereto, be treated as the exclusive
          property of the Contractor and as proprietary and a trade secret of
          Contractor. The Purchaser shall:

               (g)  not provide or make the Software or any portions or aspects
                    thereof available to any person except to its employees or
                    agents on a "need to know" basis;

               (h)  not modify the Software without the prior written consent of
                    Contractor.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      64

          If Contractor modifies or changes the Software to permit additional
          features or services, such Software will at The Purchaser request be
          made available to The Purchaser on prices based on a predetermined
          methodology. In any case the Contractor shall provide all such
          features and services free of charge within the first twelve 12 months
          from the date of signing the Contract.

          Nothing in this Clause shall limit Contractor's warranties in Clause
          10.

          The Purchaser and any successor to The Purchaser's title to the WLL
          System shall have the right without further consent of Contractor to
          assign this license to any other party which acquires the WLL System,
          provided any such other party (either assignee or sublicensee) agrees
          in writing to abide by the terms and conditions of this license.

          Notwithstanding anything in this Contract to the contrary, it is
          understood that The Purchaser is receiving no title or ownership
          rights to such Software, which rights shall remain with Contractor.

     11.1.3.2
     As applicable and generally available to Contractor's customers, Contractor
     shall license to The Purchaser a copy of any diagnostic software utilized
     by Contractor with respect to the installation and maintenance services of
     the Software and System.

     11.1.3.3
     The Contractor shall offer and The Purchaser at its discretion may accept a
     new Software Release containing new facilities on a regular basis (at least
     once per year) for a period of ten (10) years after Actual Delivery Date of
     the Contractor's Scope of Supply. The new release shall indicate what
     modifications are required on implementation to the Software and hardware
     used by The Purchaser. In the event that The Purchaser chooses not to
     accept the installation of new Software Releases, the Contractor shall
     continue to support the Latest Version of Software including the correction
     of any faults or bugs.

     11.1.3.4
     During a period of five (5) years after acceptance of a version of
     Software, the Contractor shall provide without charge at The Purchaser's
     request, maintenance releases correcting software faults identified in the
     Latest Version by The Purchaser, or by the Contractor or by its other
     customers.

     11.1.3.5
     New releases and maintenance releases shall be subject to acceptance tests
     to be agreed upon by the parties.

     11.1.3.6
     Unless the parties have agreed otherwise in writing, new releases and
     maintenance releases shall not alter the applications or the uses to which
     the System or parts of the System can be put, whether or not in conjunction
     with existing files, and shall in all respects be compatible with the
     Latest Version of the Software. Software updates shall be backward
     compatible to existing hardware, features, and functionalities, unless
     mutually agreed otherwise.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      65

     11.1.3.7
     The Contractor shall fully disclose and supply and keep supplied in
     confidence to The Purchaser the Latest Version of all Documentation and the
     Software, with relevant information about their release status.

     11.1.3.8
     The Contractor shall ensure that the Documentation supplied to The
     Purchaser fully describes the Software accepted and licensed for the System
     under Clause 11.1.3.1 of this Contract. Documentation will fully describe
     new features, functionalities, errors corrected and new errors detected.

     11.1.3.9
     At the request of The Purchaser, the Contractor shall provide all necessary
     interfaces, interface specifications and standard protocols for systems or
     products provided by The Purchaser or other parties, including the physical
     components of such interfaces, and the proper functioning of these
     interfaces, and all relevant documentation.

     11.1.3.10
     If the System delivered by the Contractor fails to function properly in
     conjunction with a third party product in use by The Purchaser, the
     Contractor shall, at the request of The Purchaser consult with the relevant
     contractors and cooperate closely with them in tracing and repairing the
     cause of the malfunction.

     11.1.3.11
     In the event that third party Software supplied by the Contractor under
     this Contract becomes unavailable or essential modifications cannot be
     carried out for any reason whatsoever, the Contractor shall at no charge to
     The Purchaser, procure and supply to The Purchaser suitable alternative
     third party Software to enable the continued operation and Contractor's
     Scope of Supply ability of the System.

     11.1.3.12
     In the situations referred to in Sub-clause 11.1.3.11 The Purchaser shall
     have an unlimited license to use the Software and shall have the right to
     make modifications to the Software (or have them made) only for use with
     the System
     The obligations of The Purchaser under this Clause shall survive the
     termination of this Contract for any reason.

11.2 Turn-key Services
----------------------

     The turn-key services of the WLL System shall be done to the satisfaction
     of The Purchaser.

     No service or work by the Contractor may, without The Purchaser's written
     approval thereof, commence earlier than on the date of start of service set
     out in the Time Schedule. The scope of work regarding Turn-key services is
     set out in Annex 9.

11.3 Training
-------------

     The Contractor shall provide The Purchaser's personnel with the training
     required for the proper operation and maintenance of the WLL System. The
     scope of Contractor's undertaking in this respect, as well as the terms and
     other conditions applicable thereto are set out in Annex 10.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      66
11.4 Documentation
------------------

     The Contractor shall have provided The Purchaser with the Documentation set
     out in Annex 11 on or before the dates set out in the Time Schedule.

11.5 Spare Parts
----------------

     The Contractor shall have provided The Purchaser with the spare parts set
     out in Annex 12 on the dates set out in the Time Schedule.

11.6 Test Equipment
-------------------

     The Test Equipment set out in Annex 13 shall have been delivered at
     Premises on or before the dates set forth in the Time Schedule.

11.7 Marking
------------

     All Equipment, parts thereof, and spare parts shall be clearly and durably
     marked with the Contractor's code number and - if any - status revision
     which shall make it possible to identify all Equipment, parts thereof and
     spare parts for the purpose of warranty. The Contractor shall well in
     advance before dispatch of the Equipment or spare parts furnish The
     Purchaser with a packing list indicating the Contractor's code numbers
     applicable to the respective parts.

11.8 Packing
------------

     All Equipment and Spare parts shall be packed in a manner that is suitable
     for the transportation and for the storing in The Purchaser's premises.

11.9 Order Procedure
--------------------

     The deliveries shall be executed in accordance with the provisions stated
     in Annex 14. In order to state the extent of each delivery a suborder
     specification shall be sent to the Contractor as a firm order. The suborder
     specifications shall contain information regarding quantities of Equipment
     and Spare Parts to be delivered, delivery dates, delivery address and
     invoice address.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      67

       Clause 12 - Liquidated Damages in the Event of Delays in Delivery
       -----------------------------------------------------------------

12.1   General
--------------

The parties acknowledge that the Contractor's fulfillment of its undertakings
set out in the Time Schedule (Annex 18) is of utmost importance to The
Purchaser. The parties also acknowledge that delays will cause severe damage to
The Purchaser and that such damage may, from a practical point of view, be
difficult to quantify. In the event of delay, the parties agree that The
Purchaser shall receive liquidated damages in accordance with the following
provisions without The Purchaser being obligated to prove that it has suffered
damage or to prove the amount of damage. The Purchaser's right to receive
liquidated damages shall be without prejudice to any other right that it may
have under this Contract or otherwise.

Any liquidated damages to which The Purchaser is entitled shall be paid by the
Contractor upon demand and The Purchaser shall be entitled to wholly or partly
set off liquidated damages against any amount that The Purchaser shall pay to
the Contractor under this Contract.

12.1.1 Liquidated Damages for Delay
-----------------------------------

       Should the service start date of the System, or any material portion of
       the System be delayed for any reason except for events excepted under
       this Contract, where the delay is fully or substantially attributable to
       the fault of default of the Contractor (including its sub-contractors),
       Contractor shall pay liquidated damages equal to one percent (1%) of the
       value of that part of the network that The Purchaser is unable to use for
       each week or fraction of a week of delay beyond Actual Date of Delivery
       as specified in Annex 18. A grace period of two weeks shall be given
       before the first week of delay is counted. Upon the lapse of the second
       week of delay, however, the full delay shall be counted in computing the
       liquidated damages.

12.2   WLL System, Training, Documentation, Spare Parts and Test Instruments
----------------------------------------------------------------------------

       In the event that Contractor does not fulfil any of its undertakings with
       respect to WLL System, training, Documentation, spare parts or test
       instruments on the respective dates set out in the Time Schedule, the
       Contractor shall pay liquidated damages to The Purchaser for each whole
       day of delay amounting to (0.1%) of the respective Contract Price.

       Maximum liquidated damages according to these Clauses 12.1.1 and 12.2
       shall in no case exceed ten per cent (10%) of the Total Contract Price.

12.3   Delays Caused by The Purchaser or Force Majeure Events
-------------------------------------------------------------

       The Purchaser shall not be entitled to liquidated damages according to
       the above provisions of this Clause 12 to the extent the delay in
       question is caused by failure solely on part of The Purchaser to fulfil
       any part of its Share of Responsibility or by a Force Majeure Event
       defined in Clause 17.

       In the event that The Purchaser delays in carrying out any of its
       undertakings under this Contract the Contractor shall nevertheless be
       obliged to fulfil its obligations within the time agreed on, to the
       extent that the fulfilment of The Purchaser's obligations is not
       necessary to enable the Contractor or its subcontractors and suppliers to
       fulfil their obligations. In the event that it can reasonably be assumed

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      68

       that the Contractor will be delayed with respect to any of its
       undertakings under this Contract, The Purchaser shall have the right to
       postpone the performance of any of its undertakings to the extent such
       performance is not necessary to enable the Contractor to fulfil its
       obligations.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      69

                              Clause 13 - Prices
                              ------------------

     13.1 The Contract Prices given shall be fixed until 18th August 2002 and
     shall include obligations of Contractor hereunder. The Contract Prices for
     the WLL System and work and services to be provided by the Contractor under
     this Contract shall be the prices set out in Annex 5.  The prices represent
                                                  -------
     the Contract Prices for the respective items and the sum of all the
     Contract Prices constitutes the total price of the Contractor's Scope of
     Supply. This total price is called the Total Contract Price.
                                            --------------------

     13.2 The prices shall be CIP Colombo.

     13.3 Change of any law relating to the Contract items, except those
     affecting the customs duties, import taxes, VAT, shall not affect the price
     of these items.

     13.5 All sums of money stated or referred to in this Contract are exclusive
     of VAT.  The Purchaser shall only pay VAT, if applicable in Sri Lanka.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      70

                             Clause 14 - Payments
                             --------------------

14.1 General
------------

     The Purchaser shall pay to the Contractor the Contract Prices referred to
     in Clause 13 above in accordance with the following provisions. The terms
     of payments are as follows:

     Phase One - Infrastructure, Network Management, Subscriber Terminals
     required for Acceptance Testing, and Services
     .    20% on signing of the contract
     .    5% on Site Acceptance for the completion of each site (9 Sites)
     .    30% on Actual date of Delivery (System Acceptance)
     .    5% 6 months after the Actual date of Delivery

     Phase Two - Subscriber Terminals for Commercial Service

     .    20% on signing of the contract
     .    40% on delivery of equipment
     .    40% 90 days after delivery of equipment

     Phase Three - Subscriber Terminals for Commercial Service

     .    20% on signing of the contract
     .    40% on delivery of equipment
     .    40% 90 days after delivery of equipment

     Phase Four - Subscriber Terminals for Commercial Service

     .    20% on signing of the contract
     .    40% on delivery of equipment
     .    40% 90 days after delivery of equipment

A bridge finance option will be provided to Suntel for all payments beyond the
Contract signature payment (20%) for 1999. This option will allow Suntel to
remit only the interest due (as defined in Clause 14.5) on the first day of the
month following the date of payment due for all outstanding payments. The
payment of the principle will be due on January 5th, 2000 for all payments
covered through bridge financing.

14.2 Terms and Conditions
-------------------------

Orders shall be placed through a single "purchase order" issued by buyer.

14.3 Bank Guarantee
-------------------

The Contractor is required to put up a Bank Guarantee equal in Value to all
payments made before Systems Acceptance

14.4 Invoicing
--------------

     Payment shall be effected by The Purchaser's receipt of the Contractor's
     invoice in triplicate for the amount in question that The Purchaser will
     approve of, provided, however, that The Purchaser shall not be obliged to
     make any payment earlier than

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      71

     the date following from sub-clause 14.1 above. Any value added tax, or
     other taxes to which Contractor is subject to within Sri Lanka and which
     shall be paid by The Purchaser under this Contract shall be invoiced as a
     separate item.

     Invoice address:

     Attn:  Accounts Payable
     Airspan Communications Limited
     Oxford Road, Uxbridge
     Middlesex
     United Kingdom

14.5 Interest
-------------

     The rate per annum of the interest referred to in Subclause 26.4 shall be
     defined during negotiations.

14.6 Keeping Records
--------------------

          14.6.5    For all items specified. in this Contract, the Contractor
                    shall keep and maintain such books, records, vouchers and
                    accounts with respect to its billing of chase items to The
                    Purchaser for ten (10) years tram the date of Final
                    Acceptance.

          14.6.6    For any item quoted can a cost incurred basis, the
                    Contractor shall keep and maintain such books, records.
                    vouchers and accounts of all costs with respect to the
                    engineering provision and installation of facilities of the
                    System for ten (10) years from the date of fulfillment of
                    a11 Contractor's Scope of Supply obligations.

          14.6.7    The Contractor shall obtain from his Subcontractors such
                    supporting rewords for other than the cost of feed cost
                    items, subject to the conditions of Sub-Clause 14.6.2, as
                    flay be reasonably required, and shall maintain such records
                    for a period of ten (10) years from the date of fulfillment
                    of all costs required to be kept, maintained and obtained
                    pursuant to this Clause.

          14.6.8    The Contractor shall afford the Purchaser the right to
                    review the said books, records, vouchers and accounts of all
                    costs required to be kept, maintained and obtained pursuant
                    to this Clause.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      72

             Clause 15 - Liability for Accidents, Damage and Loss
             ----------------------------------------------------

15.1 Liability Regarding Before Passing of Risk
-----------------------------------------------

     Without prejudice to provision of Clause 5 any damage to the WLL System or
     Documentation supplied or to be supplied by the Contractor occurring before
     the relevant time according to Clause 11 when the risk of damage to or loss
     of the WLL System and Documentation passes to The Purchaser shall be
     remedied by the Contractor at its own expense, provided that the damage or
     loss has not been caused by negligent act or omission by The Purchaser or
     anybody employed by The Purchaser (other than the Contractor or its
     Subcontractors). If the damage or loss has been so caused by The Purchaser
     the Contractor shall nevertheless, if The Purchaser so request, remedy the
     damage and loss, at the expense of The Purchaser at a reasonable price to
     be agreed between the Contractor and The Purchaser.

15.2 Other Indemnification
--------------------------

     The Contractor shall indemnify and hold The Purchaser and its officers,
     servants and employees harmless from any loss, damage, liability or expense
     on account of damage to property and injury, including death, to all
     persons, including but not limited to employees of the Contractor, arising
     out of or resulting from any act or omission of the Contractor, its
     Subcontractors, or anybody employed by the Contractor or its
     Subcontractors, or anybody else for which the Contractor or its
     Subcontractors is responsible. With respect to the Contractor's Scope of
     Supply this Subclause 15.2 shall apply only after the risk of damage or
     loss has passed to The Purchaser; until that time Subclause 15.1 shall
     prevail.

15.3 Fraud or Gross Misconduct
------------------------------

     Without prejudice to any further responsibilities or liabilities of the
     Contractor under law, if the Contractor, or any of its Subcontractors, or
     anybody employed by the Contractor or its Subcontractors, or anybody else
     for which the Contractor or its Subcontractors is responsible, has been
     guilty of fraud, actions against good faith, or "Gross Misconduct" the
     Contractor shall - notwithstanding any provision of this Contract to the
     contrary - be liable for any loss or damage (whether direct, indirect,
     incidental or consequential) suffered by as a result thereof, whether it be
     defects (as defined in Clause 10) in, damage to, or loss of the
     Contractor's Scope of Supply, or injuries to persons, or any other breach
     of this Contract.

     Contractor's liability for the said defects shall extend also to defects
     which have not appeared prior to the expiration of the warranty period in
     question and to defects which have not for any other reason been notified
     by The Purchaser in accordance with the provisions of Clause 10. "Gross
     Misconduct" means any act or omission implying neglect to take into
     consideration such serious effects as a careful Contractor normally would
     have been able to foresee, or a deliberate disregard of the consequences of
     such an act or omission.

15.4 Limitation of The Purchaser's Liability
--------------------------------------------

     The Purchaser shall not be liable for any damage to or loss of the WLL
     System and documentation, save as to the extent provided for in Subclause
     15.1.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      73

     The Purchaser shall not be liable for any direct, indirect, incidental or
     consequential damage or loss, including loss of income or loss of profit,
     suffered by the Contractor or its subcontractors as a result of such a
     damage, loss or breach or as a result of any breach by The Purchaser of
     this Contract, unless expressly otherwise provided for in this Contract.

15.5 Obligations to Limit Damages and Loss
------------------------------------------

     The party suffering loss or damage shall always be obliged to take all
     reasonable measures to mitigate the damage or loss occurred.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      74

                  Clause 16 - Patents and Other Intellectual
                        and Industrial Property Rights
                        ------------------------------

The Contractor undertakes to fully indemnify and hold The Purchaser, its
officers, employees, representatives and customers harmless from and fully
indemnify them for any and all cost expenses, damages and liabilities therefore
against any claim for an infringement or alleged infringement of any
intellectual property right relating to use of the Equipment and Software
delivered under this Contract.

In particular the Contractor undertakes to defend at its own expense any claim,
suit or proceeding based upon any claim that the Contractor's Scope of Supply,
or the use or maintenance thereof infringes any licence or any right of a third
person to patent, copyright, design or any intellectual or industrial property
rights or application therefore, as well as to hold The Purchaser, its officers,
employees, and representatives harmless from and fully indemnify them for any
and all costs, expenses, damages and liabilities therefor. In the event that the
WLL System or the use of the WLL System or documentation would be held in a suit
to constitute infringement and its further use would be enjoined, the Contractor
will promptly at its own expense either

(iii)     procure for The Purchaser the right to continue the use, or
(iv)      replace or modify the WLL System, or Documentation, so that it becomes
          non-infringing while staying fully compliant with the Specifications.
          Any such replacement or modification shall, however, be approved of by
          The Purchaser in advance, which approval shall not be unreasonably
          withheld. The Purchaser shall without delay inform the Contractor of
          any claim that has come to the notice of The Purchaser and shall
          proceed in dealing with such claims in agreement with the Contractor.

The Purchaser shall be at all times kept informed by Contractor of the
institution or assertion of any IPR claims or proceedings and shall without
prejudice to its rights be entitled but not obligated to participate in such
claims, suits or proceedings.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                         1999
<PAGE>

                                      75

                           Clause 17 - Force Majeure
                           -------------------------

Should Force Majeure Event occur after the signing of this Contract which
prevents the performance of any obligation of either party on the date or dates
provided for in this Contract, the performance of the obligation may be
postponed for such time, on a day by day basis, as the performance necessarily
has had to be delayed on account thereof, it being understood that such
postponement shall not be deemed a change of the Time Schedule or of any day
defined by reference to the Time Schedule.

The term of Force Majeure Event shall mean events such as war or warlike
hostilities, mobilisation or general military call-up, acts of Government
including refusal issue of required export licenses (but shall exclude failure
to obtain security clearance for own employees), civil war, revolution,
rebellion, insurrection or riots, sabotage and any strike or labour action and
other circumstances of a similar exceptional character and farreaching
influence, provided that any such event is beyond the control of the party, its
subcontractors and suppliers. It is expressly understood that no circumstance
shall be considered Force Majeure Event which the party or the subcontractor or
the supplier invoking the event of Force Majeure reasonably ought to have taken
into account at the date of signing of this Contract.

Immediately upon becoming aware of the commencement of any Force Majeure Event
causing a delay, and immediately upon becoming aware of the termination of such
an event of Force Majeure, the party desiring to invoke it as cause for
postponement shall advise the other party of the said event, failing which its
right to demand an extension of the time of performance shall be definitely
barred. To avail itself of the right to invoke any Force Majeure Event as a
cause for postponement the party shall also as soon as practicable after the
termination of the event submit to the other party reasonable proof of the
nature of such Force Majeure Event and its effect upon the performance
timetable. Each parties shall make all reasonable efforts to reduce to a minimum
and mitigate the effect of any delay occasioned by a Force Majeure Event. The
obligation of Contractor in this respect shall particularly include the
repairing or causing the repair of such damage as may have been done to its or
its subcontractor's manufacturing facilities or to Contractor's Scope of Supply.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                             1999
<PAGE>

                                      76

                          Clause 18 - Optional Orders
                          ---------------------------
18.1 WLL System
---------------

The Purchaser shall during a period of time commencing on the date of signing of
this Contract by both parties up to 3 years or the end of year 2002 (whichever
the latest) have the right (but not the obligation) to order on fair and
reasonable terms from the Contractor Equipment, Software, Spare Parts,
Documentation and Services set out in Annexes 7, 8, 9, 10, 11, 12 and 13.

18.2 Other Terms and Conditions
-------------------------------

In addition to the terms and conditions referred to in Subclauses 18.1 - 18.3
(inclusive) the provisions contained in this Contract including the Annexes
thereto (as amended by the parties subsequent to the conclusion of this
Contract) shall apply between the parties.

18.3 Exercise of Option

The options referred to in this Clause 18 shall be exercised by a written
numbered order to the Contractor signed by one or more authorised officers or
representatives of The Purchaser. Such order shall be lodged with the Contractor
not later than on the date referred in Subclause 18.1 and shall be accompanied
by a proposed time schedule.

It is incumbent upon Contractor to acknowledge receipt of the order not later
than thirty (30) days thereafter.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                             1999
<PAGE>

                                      77

                      Clause 19 - Network and Maintenance
                      -----------------------------------

The Contractor undertakes to supply to The Purchaser, Network and Maintenance of
the WLL System in accordance with the prices and conditions set out in Annex 21
during a period of five (5) years from expiry of the warranty period.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                             1999
<PAGE>

                                      78

                             CLAUSE 20 - Non Waiver
                             ----------------------

The failure of either party to insist upon strict adherence to any term or
condition of this Contract on any occasion shall not be considered a waiver of
any right thereafter to insist upon strict adherence to that term or condition
or any other term or condition of this Contract.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                             1999
<PAGE>

                                      79

                              Clause 21 - Language
                              --------------------

All manuals, other documentation and training to be provided by Contractor under
this Contract as well as all notices and other communications between the
parties hereunder shall be in English unless the parties in any specific case
agree otherwise.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                             1999
<PAGE>

                                      80

                      Clause 22 - The Purchaser's Approval
                      ------------------------------------

To the extent provided in the Contract, the Specifications, design,
calculations, construction, materials and technical arrangements used in the WLL
System may be subject to The Purchaser's approval. No such approval shall affect
the Contractor's obligations hereunder or at any time limit The Purchaser's
right to demand that the Contractor's Scope of Supply in all respects shall
satisfy the Specifications and other requirements of the Contract.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                             1999
<PAGE>

                                      81

                      Clause 23 - Compliance with the Law
                      -----------------------------------

The Contractor and its subcontractors shall abide by all applicable laws,
regulations and ordinances of the Country of Sweden and shall obtain from
competent authorities all necessary permits, licenses, and authorisations
required to complete the Contractor's Scope of Supply. The Contractor and its
Subcontractors shall establish such standards and procedures on the Premises as
are necessary to comply with regulations governing employment with special
reference to safety regulations issued from time to time by any competent
authority in Sri Lanka or by The Purchaser. If it comes to the knowledge of The
Purchaser that any such regulations are not being observed, it shall immediately
inform the Contractor and, in such event, The Purchaser shall be entitled to
refuse admission to the Premises of any person who is responsible for such
contravention. Before commencing installation, the Contractor shall give The
Purchaser a full description of those risks or dangerous procedures which may
be, respectively, encountered or utilised in the course of installation.

If and to the extent requested to do so, The Purchaser will assist the
Contractor in obtaining the required information of any such laws, regulations
and ordinances, including safety regulations, as are referred to in this Clause
23. It is recognised by the parties that the presence on the Premises of any of
the Contractor's or its subcontractor's personnel might require the approval of
The Purchaser or any other authority and that such personnel might also be
required to undertake an obligation to observe secrecy with respect to
information received or obtained when present on the Premises and to sign
documents to such an effect.

The Purchaser shall not be responsible for any acts, default or unsatisfactory
performance, neglect or omissions of the Contractor that violate the laws,
statutes, orders, rules, decrees, or regulations of any jurisdiction in which
the Contractor's Scope of Supply obligations are carried out.

In any event, if any third party should nevertheless make a direct claim against
The Purchaser because of such act, default, unsatisfactory performance or
omission of Contractor, The Purchaser shall notify the Contractor as soon as
possible, and the Contractor shall be entitled to undertake and manage any legal
proceedings involving the Contractor. The Contractor shall upon the request of
The Purchaser assist The Purchaser in defending themselves against such claim
and indemnify and hold The Purchaser harmless against any and all costs,
charges, expenses, compensations and other payments made by The Purchaser in
respect of such third party claim.

The Contractor shall be deemed to have satisfied itself that it has obtained all
necessary information with respect to the Contractor's Scope of Supply and the
Contract including but not limited to the matters such as: (i) fees, pilotage
and any dues payable to port authorities, (ii) conditions affecting labour
including Contractor's Scope of Supply permits, and (iii) rules and regulations
of governments and/or port authorities.

The Contractor shall be deemed to have fully examined and independently verified
all documents and drawings, specifications, schedules, terms and conditions of
the Order, regulations and other information in relation to the Contract and to
have fully understood and satisfied himself as to all information which is
relevant as to the risks whether political or otherwise, contingencies, costs,
and other circumstances which could affect the Contract. The Purchaser, its
servants, and agents shall have no liability in law or equity or in Contract or
in tort or pertinent to any other cause of action with respect to any such
information, risks, contingencies or other circumstances.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                             1999
<PAGE>

                                      82

     Clause 24 - Assignment and Sub-contracted Contractor's Scope of Supply
     ----------------------------------------------------------------------

The Purchaser may assign this Contract or any of its rights or obligations
hereunder to any corporation being the successor of The Purchaser.

24.1 The Contractor may also, without prior written consent of The Purchaser,
     assign a contract, sub-contract, or any significant part of the
     Contractor's Scope of Supply/. In any event, the Contractor shall not be
     relieved from responsibility under this Contract for such parts of the
     Contractor's Scope of Supply that are sub-contracted, and the Contractor
     shall be responsible and liable for the acts, defaults or unsatisfactory
     performance of any Subcontractor or its employees, servants and agents, as
     fully as if they were the acts or defaults of the Contractor or of the
     Contractor's employees, servants and agents.

24.2 The Contractor shall ensure that any sub-contracts entered into by the
     Contractor shall contain such provisions of this Contract as should be made
     applicable to such sub-contracts.

24.3 Any assignment, mortgage, charge, encumbrance or sub-contract in
     contravention of this Clause shall, as against The Purchaser, be void and
     of no effect.

24.4 The Contractor shall protect, defend, indemnify and keep indemnified The
     Purchaser against all claims, demands, actions, suits, proceedings, writs,
     judgements, orders, decrees, damages, losses and expenses suffered or
     incurred by The Purchaser arising out of or related to any assignment,
     mortgage, charge, encumbrance or sub-contract, whether permitted or not.

24.5 The assignment of any part of the Contractor's Scope of Supply to any
     Subcontractors will be performed according to the Contract and will not
     affect the Contractor's Scope of Supply.

24.6 The Parties agree that no contractual relationship is created between The
     Purchaser and any of the Contractors Subcontractors, suppliers or agents.
     The Contractor shall indemnify The Purchaser for any expenses or damages
     caused to The Purchaser as a result of any claim or demand against The
     Purchaser by any Subcontractor, supplier or agent.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                             1999
<PAGE>

                                      83

                            CLAUSE 25 - Termination
                            -----------------------

This Contract, or any individual order under this Contract, may be terminated at
any time by written notice from The Purchaser. Such notice shall specify the
effective date of termination and the actions to be taken by the Contractor in
connection with the termination. If such termination is not due to the
Contractor's failure to fulfil his obligations, which would entitle The
Purchaser to cancel the Contract, or any part of it, The Purchaser shall pay a
proportional price for all work in progress, equipment on order for the
Purchaser, equipment that has been manufactured for the Purchaser and resides in
finished goods, work performed, for material, administration, and profit on the
amount of work performed under the Contract, and refund any other direct cost
incurred due the termination, deducting amounts previously paid. The title to
the work performed under this Contract prior to the termination shall vest in
The Purchaser upon payment of the proportional price.

The compensation to be paid to the Contractor under this Clause shall be tried
to be determined by negotiations, however, the amount shall under no
circumstances exceed the Contract Price.

In case of termination, the Contractor shall make every effort to reduce the
costs incurred.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                             1999
<PAGE>

                                      84

                             Clause 26 Cancellation
                             ----------------------

26.1 General
---- -------

     Without prejudice to any other rights or remedies The Purchaser may have,
     The Purchaser may cancel this Contract according to the following
     provisions. The Purchaser may also cancel an order under this Contract,
     without thereby cancelling any part of this Contract, according to the same
     provisions.


26.2 Cancellation Due to the Contractor
---- ----------------------------------

The Purchaser may cancel this Contract, in its entirety or with respect to any
portion thereof or an order under the Contract, with immediate effect by written
notice to that effect:

(v)       Insolvency etc.
          --------------

          if Contractor has become voluntarily or involuntarily declared
          bankrupt or otherwise is insolvent or has entered into liquidation or
          has enter into composition proceedings with its creditors or if the
          Contractor has taken any action in furtherance of any such proceedings
          or has disposed or contemplates to dispose of all or the major part of
          its assets;

(ii)      Material breach of Contract
          ---------------------------

          if the Contractor commits a material breach of any of its obligations
          under this Contract other than delay in the performance of its
          undertaking referred to in (iii) below and fails to cure such breach
          within thirty (30) days after having received The Purchaser's notice
          thereof;

(vi)      Delays
          ------

          if due to any circumstance for which the Contractor or any of its
          subcontractors or suppliers are responsible the Actual Date of
          Delivery is delayed for more than an aggregate period of ninety (90)
          days;

(vii)     Non-compliance with the requirements
          ------------------------------------

          if the Contractor's Scope of Supply in any important respect does not
          meet the requirements set out in this Contract and the Contractor has
          not cured the defect within the times specified in the Contract, or,
          if no specification is made, within a reasonable time, such reasonable
          time not to exceed thirty (30) days and fails to cure the defect
          within an additional reasonable period of time, not exceeding sixty
          (60) days unless otherwise agreed by The Purchaser, from receipt of
          The Purchaser's notice to that effect as has been fixed by The
          Purchaser in said notice.

26.3      Cancellation With Reference to Force Majeure etc.
          ------------------------------------------------

          The Purchaser may cancel this Contract with immediate effect by
          written notice if any Force Majeure Event according to Clause 17
          (whether preventing the Contractor or The Purchaser) causes the Actual
          Date of Delivery to be delayed or can reasonably be anticipated to be
          delayed for more than two hundred and twenty (150) days. The Purchaser
          shall exercise its right to cancel the Contract according to this
          Subclause 26.3 not later than sixty (60) days after having received
          the Contractor's notice of the of the Force Majeure Event in question.


26.4      Consequences of Cancellation According to 26.2
          ----------------------------------------------

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                             1999
<PAGE>

                                      85

     In the event that The Purchaser cancels the Contract according to any of
     the provisions of Subclause 26.2 the Contractor shall immediately upon The
     Purchaser's demand refund to The Purchaser all amounts paid by The
     Purchaser under this Contract prior to the effective date of the
     cancellation plus interest on the said amounts from the respective dates of
     The Purchaser's payment up to the date of refundment (all dates inclusive)
     at the rate set out in Subclause 14.5. The Purchaser shall make available
     to the Contractor for restitution, dismantling and removal at the
     Contractor's own risk and expense what the Contractor may have delivered to
     The Purchaser under this Contract. This Contract shall cease to have any
     force or effect except that Contractor shall hold The Purchaser harmless in
     respect of all direct costs loss and damage suffered by The Purchaser on
     account of such a cancellation, including without limitation The
     Purchaser's total costs for completing all the Contractor's undertakings,
     whether performed by The Purchaser itself or other contractors engaged by
     The Purchaser for the purpose, to the extent these costs plus any
     compensation to the Contractor as set forth below in this Subclause 26.4
     exceed the Total Contract Price according to this Contract. The Purchaser
     shall make all reasonable efforts to mitigate such loss, damage and costs.


     In the event that The Purchaser decides to complete the WLL System or parts
     thereof either itself or by engaging other contractors, The Purchaser shall
     have the right to acquire - against compensation and on terms and
     conditions with respect to warranties and other matters that are reasonable
     in the circumstances - such Equipment, Software, Documentation, services
     and other items within the Contractor's Scope of Supply as well as the
     Contractor's rights under subcontracts and supply agreements as can be used
     for the completion, operation and maintenance of the WLL System.

26.5 Consequences of Cancellation According to 26.3
     ----------------------------------------------

     In the event that The Purchaser cancels the Contract pursuant to Subclause
     26.3 the Contract shall cease to have any force or effect and the
     Contractor shall immediately upon The Purchaser's demand refund to The
     Purchaser all amounts paid by The Purchaser under this Contract. The
     Purchaser shall make available to the Contractor for restitution,
     dismantling and removal at the Contractor's own risk and expense what the
     Contractor has delivered to The Purchaser under this Contract prior to the
     effective date of the cancellation.


     In the event that The Purchaser decides to complete the WLL System or parts
     thereof either itself or by engaging other contractors, The Purchaser shall
     have the right to acquire against a compensation and on terms and
     conditions with respect to warranties and other matters that are reasonable
     in the circumstances - such Equipment, Software, documentation, services
     and other items within the Contractor's Scope of Supply as can be used for
     the completion, operation and maintenance of the WLL System.

     The Purchaser may require the Contractor to promptly remove at its own
     expense any and all of Equipment, or parts thereof, that may have been
     delivered to or installed and not acquired by The Purchaser.

26.6 Ownership to Equipment etc.
     ---------------------------

     The ownership to such Equipment, Software, materials, Documentation and
     work within the Contractor's Scope of Supply for which the Contractor is
     entitled to compensation according to Subclauses 26.4 or 26.5 shall
     immediately upon the

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                             1999
<PAGE>

                                      86

     cancellation pass to or notwithstanding the cancellation rest with The
     Purchaser, as the case may be. The Purchaser shall be free to use the same
     without incurring any liability to the Contractor or any third party. It is
     agreed that The Purchaser may exercise its rights to cancel the Contract,
     or an order under the Contract notwithstanding whether Equipment, Software,
     documentation and work installed, delivered, and performed by the
     Contractor can be restituted in substantially the same condition as
     delivered by the Contractor. In the event of cancellation pursuant to
     Subclause 26.2, Equipment, Software and Documentation of which the value
     has decreased due to negligence on part of The Purchaser or anybody for
     which The Purchaser is responsible shall be acquired by The Purchaser
     according to provisions agreed upon by the parties.


26.7 Survival of Clauses
     -------------------

     The provisions of Subclause 11.1.3 and Clause 16, to the extent applicable,
     and of Clause 29, 30 and 31 shall survive the cancellation or termination
     of this Contract.

--------------------------------------------------------------------------------
(C) Suntel Private LTD             Confidential                             1999
<PAGE>

                                      87

          Clause 27 - Entire Agreement. Modifications of the Contract
          -----------------------------------------------------------

The parties state that with respect to the subject matter hereof this Contract
Document and the Annexes, thereto, which form an integral part of the Contract,
constitute the sole and exclusive understanding of the parties in respect of the
subject matter hereof and supersede all prior agreements, arrangements or
understandings relating to the subject matter, including any bid, tender,
quotation, offer or proposal, general sales conditions or terms or provisions
that the Contractor has submitted.

No change or modification of this Contract may be made except in writing and
executed by the respective duly authorised representatives of each of the
parties hereto.

--------------------------------------------------------------------------------
(C) Suntel Private, LTD             Confidential                           1999
<PAGE>

                                      88

                         Clause 28 - Order of Priority
                         -----------------------------

In the event of any discrepancy between any data, stipulation or provision given
in any of the Clauses of this main Contract Document, on the one hand, and data,
stipulation or provision given in any of the Annexes, on the other hand, the
data, stipulation or provision contained in a Clause of this Contract Document
shall prevail. In the event of any discrepancy between the Technical
Specifications and the Product Description the Technical Specification shall
prevail over the Product Description, except to such an extent as the Product
Description is more advantageous to The Purchaser, in which latter case the
Product Description shall prevail.

To the extent the Technical Specifications or the Product Description contains
something that is not dealt with in any provisions of the Clauses of this
Contract Document, the Technical Specifications and the Product Description, as
the case may be, shall prevail notwithstanding the foregoing.

To the extent the Technical Specifications or the Product Description contains
anything that is not dealt with in the other of them, the one containing the
data, stipulation, provision or whatever might be concerned shall prevail over
the other.

The Purchaser shall have the right to decide what document, data, stipulation or
provision that shall prevail if such a decision is notified to the Contractor
well in advance of the commencement of the manufacturing process in question.

In the event that the Contractor and The Purchaser have different opinions as to
the interpretation of the Specifications, the opinion of The Purchaser shall
always prevail, notwithstanding the foregoing, provided that The Purchaser's
opinion is not unreasonable. The Contractor shall as soon as possible inform The
Purchaser of any inconsistency, ambiguity or incompletion found in the
Specifications.

--------------------------------------------------------------------------------
(C) Suntel Private, LTD             Confidential                           1999
<PAGE>

                                      89

                           Clause 29 - Applicable Law
                           --------------------------

This Contract shall be governed by and construed in accordance with the law of
Sweden.


--------------------------------------------------------------------------------
(C) Suntel Private, LTD             Confidential                           1999
<PAGE>

                                      90

                           Clause 30 Confidentiality
                           -------------------------

Each party (as "Receiving party" hereunder) shall keep in confidence, with the
same degree of care as used for its own confidential information, any
information which is disclosed to it by the other party (as "Disclosing party"
hereunder) in writing or other tangible form and clearly marked or identified in
writing as "confidential" or by similar legend, for a period of three years from
the date of first disclosure to the receiving party hereunder of such
information, except that the foregoing obligations shall not apply or cease to
apply, to any information which:

(i)   is publicly known at the time of disclosure or becomes thereafter publicly
      available through no fault of the receiving party;

(ii)  was already known to the receiving party free from confidentiality
      restrictions, prior to receiving it from the disclosing party;

(iii) is disclosed to the receiving party by any third party without
      confidentiality restrictions;

(iv)  is independently developed by the receiving party;

(v)   is necessary to disclose to any lawful authorities for obtaining any type
      approval of the hardware/software goods covered hereunder;

(vi)  is inherently disclosed or is necessary to be disclosed by The Purchaser
      by or for the proper installation, operation, use, maintenance and/or
      repair of the goods procured hereunder or the provisions of services
      thereby.


--------------------------------------------------------------------------------
(C) Suntel Private, LTD             Confidential                           1999
<PAGE>

                                      91

                            Clause 31 - Arbitration
                            -----------------------

31.1 The Contractor and The Purchaser shall endeavour to settle any difference
     of opinion which may arise during the execution of this Contract in an
     amicable manner.

31.2 Any difference of opinion concerning any matters under this Contract shall
     bereferred for resolution by arbitration to an expert sitting as a single
     arbitrator to be agreed upon by the parties hereunder or failing such
     Contract to a single arbitrator to be named by the President of the [],
     upon the request of any party to this Contract. Arbitration proceedings
     shall take place in Stockholm Upon the request of any party the arbitration
     shall be in English.  The arbitrator from time to time acting hereunder
     shall have all the powers conferred on arbitrators by the [ ] Arbitration
     Law 1968 or any statutory modification thereof for the time being in force.
     Judgment upon any award rendered by the arbitrator may be entered in any
     court in Sweden having jurisdiction or application may be made to such
     court for a judicial acceptance of the award and an order of enforcement,
     as the case may be. The arbitrator shall not be bound by the rules of
     evidence and procedure, but shall be bound by the substantive law of the
     Sweden and shall be obliged to disclose the reason for his award.

31.3 The fact that a dispute is brought before a court or before a duly
     appointed expert does not release the Contractor from its obligations to
     fulfil its commitments as provided by this Contract.


--------------------------------------------------------------------------------
(C) Suntel Private, LTD             Confidential                           1999
<PAGE>

                                      92

                              Clause 32 - Notices
                              -------------------

Any and all notices or information other than information or proposal of pure
technical nature shall be given by any party by prepaid mail or by fax or hand
delivery to the other party at the following address:

If to The Purchaser

Jan Campbell, 110 Sir James Peiris Mawatha, Colombo, Sri Lanka

If to Contractor

Steve Mallinson, Cambridge House, Oxford Road, Uxbridge, UK.

Notices, information or proposals of pure a technical nature shall be forwarded
to the following address:

If to The Purchaser

Mahinda Ramasundera, 110 Sir James Peiris Mawatha, Colombo, Sri Lanka

If to Contractor

Paul Senior, Cambridge House, Oxford Road, Uxbridge, UK.

The aforementioned addresses of either party may be changed at any time by
giving fifteen (15) days prior notice to the other party in accordance with the
foregoing. Either party may also by fifteen (15) days prior notice to the other
party give further specification as to which address notice, information or
proposals of various nature shall be forwarded.


--------------------------------------------------------------------------------
(C) Suntel Private, LTD             Confidential                           1999
<PAGE>

                                      93

                            Clause 33 - Support Bond
                            ------------------------

In addition to the other clauses within this Contract, The Contractor agrees to
placing of a Support Bond.

The Guarantor for this bond shall be as follows:

Lloyd Bank Plc.
Guarantees, International Services Centre
P.O. Box 63
Two Brindley Place, Birmingham
B1 2AB
United Kingdom

The following wording will be used:

The Guarantor hereby issues an irrevocable Guarantee No. ______ in the following
terms:

The Beneficiary shall the Purchaser known as Suntel Private Ltd.

The Principal shall be the Contractor, known as Airspan Communication Limited.

Failure of the Contractor's performance obligations in respect of the supply of
equipment for Telecommunications Network Infractructure under Contract for
Purchase Order No. LP/0442/99 dated April 26, 1999 due to the end of its
activities, due to its winding up, appointment of receiver(s) or entering into a
company voluntary arrangement, or closure of the product line used within this
supply of the contract.

The Support Bond shall be posed within 1 month after The Contractor receives the
principal and interest payment from milestones through System Acceptance (Actual
Date of Delivery) and receipt by The Contractor of all and any other associated
payments for deliveries covered under the bridging phase.

The Support Bond shall have value equal to 60% of contract value in the first
year after the Actual date of Delivery (Phase 1), 50% of contract value in the
second year after the Actual date of Delivery (Phase 1), and 40% of contract
value in the third year after the Actual date of Delivery (Phase 1).


--------------------------------------------------------------------------------
(C) Suntel Private, LTD             Confidential                           1999
<PAGE>

                                      94

                          Clause 34 - Contract Period
                          ---------------------------

This Contract comes into force when signed by both parties and shall remain in
force as long as any of the parties has any obligation under the Contract to
fulfil.

This Contract has been made in duplicate and each of the parties has taken one
copy.


Place: LONDON                                  Place: COLOMBO

Date:                                          Date:

Eric Stonestrom                                J. Campbell
Managing Director                              Managing Director
Airspan Communications Limited                 Suntel (Private) Ltd.

The Contractor                                 The Purchaser

--------------------------------------------------------------------------------
(C) Suntel Private, LTD             Confidential                           1999
<PAGE>

                          [AIRSPAN LOGO APPEARS HERE]

                             Wireless Fixed Access
                               System Description

This is the unpublished work, the copyright of which vests in Airspan
Communications Corporation. All Rights Reserved The information contained herein
is the property of Airspan Communication Corporation and is supplied without
liability for errors or omissions. No part may be reproduced or used except by
contract or other permission. The copyright and the foregoing restriction on
reproduction and use extend to all media in which the information may be
embodied.


Date:      December 1998
Version:   1.21A
<PAGE>

1.  TABLE OF CONTENTS

1.  TABLE OF CONTENTS......................  2

2.  EXECUTIVE SUMMARY......................  2

3.  WIRELESS LOCAL LOOP (WLL) OVERVIEW.....  2
    3.1.  "Wireless Fixed Access"..........  2
    3.2.  "Fixed Cellular".................  2
    3.3.  "Wireless Drop"..................  2
    3.4.  "Microwave Point to Multipoint"..  2
    3.5.  "Microwave Point to Point".......  2

4.  WIRELESS FIXED ACCESS..................  2
    4.1.  System Overview..................  2
    4.2.  Conformance to Standards.........  2
    4.3.  System Interfaces................  2
    4.4.  Equipment Overview...............  2
    4.5.  The Management Systems...........  2

5.  SYSTEM AIR INTERFACE...................  2
    5.1.  CDMA Technology..................  2
    5.2.  Air-Interface Structure..........  2
    5.3.  Frequency Ranges Supported.......  2
    5.4.  Radio Link Budget................  2
    5.5.  Cell Planning Criteria...........  2

6.  SERVICES SUPPORTED.....................  2
    6.1.  Wireline-equivalent services.....  2
    6.2.  Data services support............  2
    6.3.  Access to the Internet...........  2
    6.4.  High bandwidth transmission......  2
    6.5.  Speech Coding....................  2
    6.6.  System Security..................  2

7.  SYSTEM CAPACITY........................  2
    7.1.  Radio (RF) Channel Capacity......  2
    7.2.  Infrastructure Capacity
            - Demand Assigned System.......  2
    7.3.  System Capacity Limits...........  2

8.  EQUIPMENT DETAILS.....................  2
    8.1.  Infrastructure..................  2
    8.2.  Power Requirements..............  2
    8.3.  Antenna configurations..........  2
    8.4.  Installation and Commissioning..  2
    8.5.  Subscriber (ST) Equipment.......  2

9.  RF AND DEPLOYMENT PLANNING............  2

APPENDIX A: VOCABULARY/L1.................  2

APPENDIX B: RF CHANNEL PLANS/L1...........  2
<PAGE>

2.  EXECUTIVE SUMMARY

This document describes Airspan Communications Corporation (ACC)'s Wireless
Fixed Access(WFA) systems. These systems meet the requirements of network
operators who wish to offer "copper equivalent" services via radio.

Airspan's systems  were created to:

 .   Support a complete range of telecommunication services including telephony,
    Group 3 and Group 4 facsimile, payphone, data modems, high speed leased line
    data, Internet Access and basic rate ISDN.

 .   Be economical to deploy in urban, suburban and rural areas.

 .   Have capacity that can be easily expanded as the customer base grows.

 .   Minimize initial capital outlay.

 .   Operate in a Point-to-Multipoint system configuration.

 .   Conform to the ETSI standards EN 301 055 and 301 124 for CDMA Point-to-
    Multipoint systems in the 1-3GHz and 3-11GHz bands.

Airspan's systems are best described as a "flexible access tool" for network
operators to provide a variety of services to their end-user customers.
Significantly, they are able to provide services that are the same quality and
performance as wireline services, by supporting a transparent connection to the
operator's network.  The combination of voice coding at either 64kbit/s PCM or
32kbit/s ADPCM, Bit Error Rates (BER) of 1 x 10-7 and low delay (typically
{less than}10ms) ensure that advanced telephony services, including G3 facsimile
and high speed data modems (up to 56kbit/s) for Internet applications are fully
supported. They are also the only fixed WLL systems to fully support basic rate
ISDN service in the 2B + D channel format.

Airspan's systems support numerous applications within both existing and new
telecommunications networks, and has been deployed in both developed and
developing country environments. For example:

 .   In developing countries to reduce the waiting list for telephony services,
    in residential, business and payphone applications. This enables rapid
    deployment of a low cost / high value telephony infrastructure that
    typically exceeds the quality and performance of existing copper access
    networks.

 .   In developed countries as a "copper alternative", to modernize the access
    networks, reduce operating costs and thus reduce the cost of universal
    service provision.

 .   In both developed and developing countries to provide a "local loop bypass",
    allowing a new operator to provide wireless based services at a quality
    normally only available with wireline networks. Additionally the system is
    cost effective and quick to deploy compared with traditional copper access
    networks.

 .   In private networks to provide a range of telephony and leased line data
    services supported by transmission rates of N x 64kbit/s (N = 1 to 6).
<PAGE>

3.  WIRELESS LOCAL LOOP (WLL) OVERVIEW

"Wireless Local Loop" (WLL) is a loose term used to describe the application of
radio technology in the local access network, as an alternative to traditional
copper pairs between the local exchange and subscribers' premises. However, like
most generic terms, WLL covers a very broad spectrum of solutions. Numerous
architectures exist, each described as WLL, and each significantly different to
the other.

All Wireless Local Loop solutions are designed as an alternative to a copper
access infrastructure, as shown below. This "generalized architecture" is
globally applicable and represents 99% of all wireline access infrastructures
installed around the world today.

                              [GRAPHIC APPEARS HERE]


This copper access architecture consists of three parts, the Feeder network, the
Distribution network and the Drop.

It is generally accepted that five different WLL architectures exist, each is an
alternative to all or some of the copper access network architecture shown
above. The different architectures are shown below:


                              [GRAPHIC APPEARS HERE]
<PAGE>

3.1.  "WIRELESS FIXED ACCESS"

     "Wireless Fixed Access" is the term used to describe products and
     architectures that are direct alternatives to copper-based "Wireline" Drop,
     Distribution and Feeder Networks. These types of systems deliver the same
     Services, Quality and Grade of Service as copper. Generally they are
     optimized to substitute copper-based networks in semi-rural (for example
     Western European Rural) and Suburban environments. This is the architecture
     supported by Airspan's systems.


3.2.  "FIXED CELLULAR"

     "Fixed Cellular" as the name implies is the application of Mobile Cellular
     Radio technology to the local loop. These types of system replace the
     distribution and drop parts of the network, but usually require
     installation of special Base Station sites, as the system may be configured
     to support mobile subscribers as well as wireline replacement. The major
     disadvantage of "Fixed Cellular" is that the equipment was originally
     designed for mobile voice telephony, and not designed to provide the same
     services, quality, or Grade of Service as copper. Fixed Cellular is
     suitable for rural / suburban and urban deployments, and can be planned for
     in-building coverage. It can also provide full mobility if required.


3.3. "WIRELESS DROP"

     "Wireless Drop" is an alternative to copper-based drop segments e.g. the
     last 100 meters. This architecture is typically based on cordless telephony
     technology, such as CT2, DECT or PHS. Because it has a limited range
     (typically {less than}5km) it is suitable for suburban and urban
     deployments. In some deployments it can also provide limited mobility. The
     network cost of this type of solution can be high due to the large number
     of cells and supporting infrastructure required. Airspan's systems can be
     deployed to provide a cost effective "backhaul" for these networks.

3.4. "Microwave Point to Multipoint"

     "Microwave Point to Multipoint" is a very mature technology that was
     developed to provide telephony service in extremely sparsely populated
     areas. These types of systems are designed to provide long distance feeder
     and distribution links are specifically designed for this application, and
     are suitable for very remote, rural telephony. Typically they are low
     capacity systems, and are configured to provide multiple multi-line drops,
     rather than drops for individual customer premises.


3.5.  "MICROWAVE POINT TO POINT"

     The last category is "Microwave Point to Point" and is typically used for
     the direct connection of larger (business) customers to the switching
     network. This
<PAGE>

     type of system is designed for N x 2Mbit/s distribution and is typically
     deployed in urban / suburban areas at 10GHz +.

     Each of these architectures can be deployed separately or in combinations
     in an operator's network to deliver the required services to subscribers.
     Careful assessment is therefore required to determine which technologies
     are most appropriate.
<PAGE>

4.  WIRELESS FIXED ACCESS

4.1.  SYSTEM OVERVIEW

     Airspan's Wireless Fixed Access (WFA) systems are digital point to
     multipoint radio access systems providing wireless access for fixed end-
     users to a telecommunication operator's network.

     The systems are specifically designed for Wireless Fixed Access
     applications and are not "fixed" versions of  mobile cellular or cordless
     systems. They deliver telephony, voice-band facsimile/data, higher rate
     digital data and basic rate ISDN. Distances up to 25km can be covered. They
     are therefore an attractive alternative to traditional copper "local loops"
     for the delivery of these services to end-users.

                              [GRAPHIC APPEARS HERE]


                          GENERAL SYSTEM ARCHITECTURE


     The systems use point to multipoint microwave radio links between the
     individual end-user's premises and the network operator's "local point of
     presence" as an alternative to the copper pair "local loop". The "local
     point of presence" would typically be the local exchange premises. If
     greater flexibility or range is required, the Central Terminal (cell site)
     equipment can be remotely located in a suitable building or an
     environmentally protected wayside cabinet, and connected to the local
     exchange via radio, cable or fiber digital transmission links.

     Both Fixed Assigned (FA) and Demand Assigned (DA) access to the air-
     interface between the Central Terminal and Subscriber Terminals is
     supported.

     The range of services supported includes:

 .   Analogue telephony (POTS).

 .   Voice-band Group 3 facsimile and data up to 33.6kbit/s (extending to
    56kbit/s where there are digital interfaces between Airspan and the switch
    network).
<PAGE>

 .   Payphones, including pulse metering.

 .   CLASS services.

 .   64kbit/s and n x 64kbit/s leased line data services.

 .   Basic rate ISDN (2B + D).

    A portfolio of Subscriber Terminals (ST) are available supporting one or
    more lines at each end-user location.


4.2.  CONFORMANCE TO STANDARDS.

     Airspan's WFA system architecture is in accordance with the ETSI standards
     EN 301 055 and 301 124 for Direct Sequence Code Division Multiple Access
     (DS - CDMA) Point-to Multipoint digital radio systems as shown below:


                              [GRAPHIC APPEARS HERE]


     The ETSI standard permits an operator to use systems from different
     vendors. The standard addresses:

 .   Interoperability on Radio interface: Spectrum Masks, Spurious Emissions,
    Receiver Specs, Co and Adjacent Channel Interference Performance are
    defined. Reference is made to relevant ITU-R and CEPT standards.

 .   Host Network Interconnection is covered by references to relevant ETSI V5.x
    standards and TMN standards.

 .   Subscriber Services and Interconnection is covered by reference to relevant
    ITU-T standards.
<PAGE>

4.3.     SYSTEM INTERFACES

         Interfaces between the various elements of Airspan's systems are as
         follows:

4.3.1. THE EXCHANGE INTERFACE

       The interface between the WFA systems and the switch is N x 2Mbit/s
       G703 / G704 (1 per radio carrier typically 4 per CT).

       For the FIXED ASSIGNED system the following signaling protocols are
       supported:

     .  Channel Associated Signaling (CAS). Variants are available to interface
        with switches from Ericsson (AXE), Nortel (DMS-100) and Siemens (EWSD).
        Variants can be made available to interface with other manufacturers
        digital switches that have 2Mbit/s subscriber ports. This protocol also
        supports 2 wire analogue interfaces via channel banks, such as the LS-
        120.

     .  Common Channel Signaling (CCS). UK DASS2 is available to interface with
        GPT (System X) and Ericsson (AXE) switches. DSS1 signaling to support
        Euro-ISDN is available to interface with Alcatel (S12) and Ericsson
        (AXE) switches.
        In addition V5.1 is supported.

     For the DEMAND ASSIGNED system the Access Concentrator (AC) provides the
     primary network interface which is N x 2Mbit/s, as per ITU recommendation
     G.703, short haul 6dB, G.704 and ETSI ETS 300-166.

     All signaling is digital using either Channel Associated Signaling (CAS) or
     Common Channel Signaling (CCS) protocols.  The DA system interfaces to
     digital switching systems that have 2Mbit/s subscriber ports.

     Support for 2 wire VF interfacing is via external channel bank equipment,
     such as the LS-120.

     .   Channel Associated Signaling. Support for timeslot 16 ABCD bit CAS is
         provided. Airspan's management systems allow for flexible configuration
         of the protocol, to interface with switches from various manufacturers.

     .   Common Channel Signaling. V5.1 and V5.2 are supported by the DA system.
         Proprietary protocols such as DASS2 and DSS1 may be supported through
         appropriate software loads.

     .   The V5.1 network interface as specified in ETS 300-324-1 is used for
         the presentation of traffic at a non-concentrated interface. The V5.1
         interface supports both POTS and ISDN services.

     .   The V5.2 network interface as specified in ETS 300-347-1 is used for
         the presentation of traffic at a concentrated interface. The V5.2
         interface supports both POTS and basic rate ISDN services. The AC
         supports V5.2 groups of up to 16 E1 links.

      .  The AC supports dedicated data services using 64kbit/s timeslots.
         Cross-connect at the 64 kbit/s level from any input / output port is
         configurable via the management systems.
<PAGE>

4.3.2.   THE RADIO (CELL) SITE

         The network-side (backhaul) interface to the Central Terminal is up to
         4 x 2Mbit/s G703 / G704 interfaces. This is connected to the Access
         Concentrator or directly to the Switch. In the DA system this backhaul
         supports concentrated and compressed traffic.

4.3.3.   THE SUBSCRIBER SITE

         This is normally country specific in line with the national customer
         terminal interface specification(s), and versions are available that
         meet most requirements.

4.4.     EQUIPMENT OVERVIEW

     Airspan's systems consist of four main network elements:

     .   The Subscriber Terminal (ST) which is located at the end-user's
         premises.

     .   The Central Terminal (CT) which is located at the radio site or at the
         switch site.

     .   The Access Concentrator (AC) which is normally located at the switch
         site. This is only required for the Demand Assigned version of the
         system.

     .   The Management system (EM or SC) which is normally located at an
         Operator's network management center.


4.4.1.   SUBSCRIBER TERMINALS

     The portfolio includes 2 subscriber terminal types: internal and external

                              [GRAPHIC APPEARS HERE]
<PAGE>

     4.4.1.1.  THE SUBSCRIBER TERMINAL - EXTERNAL

     The external ST consists of an outdoor wall or pole mounted Customer Radio
     Unit (CRU) , an indoor AC Power Supply Unit (ACPSU) and termination jacks
     (NTU) into which end-users plug standard Customer Premises Equipment, as
     shown in the figure below:

                              [GRAPHIC APPEARS HERE]



     There is a range of external STs available, each supporting different
     services and numbers of lines:

     The ST-V2 supports two 64kbit/s analogue telephony lines at the end-users
     premises. This ST may operate in either Fixed or Demand Assigned modes.

     The ST-V4 supports four 32kbit/s analogue telephony lines at the end-users
     premises. This ST is optimized for pole mounting and may operate in either
     Fixed or Demand Assigned modes.

     The ST-I1 supports a basic rate ISDN,  2B+D (2 x 64kbit/s + 16kbit/s ) "S"
     interface, and normally operates in Fixed Assigned mode.

     The ST-D128 supports two 64kbit/s data channels on a G.703 interface, an
     optional converter can be used to provide either 2 x 64kbit/s V.35, 2 x
     64kbit/s X.21 or 128kbit/s interfaces for data applications.

     The ST-M120 is a multi-line terminal that allows the provision of up to 120
     VF "graded telephony" lines to an end-users premises. Lines are provided in
     modules of 6.

     The ACPSU can be supplied with or without backup batteries.

     4.4.1.2.  THE SUBSCRIBER TERMINAL - INTERNAL

     The architecture of the internal ST is different from the external ST in
     that the outdoor radio unit includes only the antenna and an RF front end.
     The outdoor unit is therefore smaller, lighter and easier to install in
     most applications. The majority of the electronics is in the indoor
     enclosure. This is connected to the outdoor unit by a drop cable.


                              [GRAPHIC APPEARS HERE]
<PAGE>

       There is a range of Internal STs available, each supporting different
       services and numbers of lines.

       The ST-R1 supports one 32kbit/s or 64kbit/s analogue telephony line at
       the end-users premises. Provisioning is by the management system.

       The ST-R2 supports two 32kbit/s or 64kbit/s analogue telephony lines at
       the end-users premises. Provisioning is by the management system.

       The ST-B1 supports a basic rate ISDN, 2B+D (2 x 64kbit/s + 16kbit/s ) "S"
       interface, and normally operates in Fixed Assigned mode.

       The ST-L128 supports 654kb/s or 128 kb/s clear channel data services via
       an RS530 interface.

       Internal STs are powered from the AC mains supply, with or without backup
       batteries.

4.4.2. THE CENTRAL TERMINAL

       The CENTRAL TERMINAL (CT) is the Base Station. This is deployed in omni
       or sectored cell configurations supporting variable numbers of STs per
       cell. The CT is a multi-service platform hosting single and dual line
       telephony, multi-line telephony, digital data leased lines and ISDN basic
       rate interfaces. The CT can operate in two modes, depending on the type
       of service and traffic levels supported. Fixed Assignment is used when
       STs must have a dedicated radio link. Demand Assignment is utilized when
       STs can share the available radio resources, and sustain an "engineered"
       grade of service.

       The CT provides the traffic interface to the network switching, either
       directly for Fixed Assigned systems or via the Access Concentrator for
       Demand Assigned systems. The CT also provides an interface to the
       management systems.

4.4.3.   THE ACCESS CONCENTRATOR

     The Access Concentrator (AC) is required when the system is operating in
     "Demand Assigned" mode to de-multiplex the traffic concentrated on the air-
     interface for presentation to the network switching equipment. Also in
     system versions using 32kbit/s compression the decompression to 64kbit/s is
     performed within the AC.
<PAGE>

4.5. THE MANAGEMENT SYSTEMS

     Airspan's Management systems monitor, test and configure the WFA systems:

     .  SiteSpan Site Controller: a standalone "CRAFT terminal" for
        installation, operation and maintenance of the system.

     .  SiteSpan Manager: a scaleable, distributed PC based management system.

     .  Element Manager (SNMP): a centralized, UNIX based management system.


                              [GRAPHIC APPEARS HERE]

For Demand Assigned systems, interfaces for connection to the management system
are supported as follows:
     .  AC: 2 x RS232, 9600 baud

     .  AC: 2 x Ethernet, optional

     .  CT modem shelf: 2 x RS232, 9600 baud

     .  CT modem shelf: 1 x Ethernet, optional

     .  CT modem shelf: embedded within E1, backhauled to the AC.

Management communications routing is flexible.  The AC supports consolidation of
management communications from dependent CT equipments to provide a single
management interface.
<PAGE>

5.   SYSTEM AIR INTERFACE

5.1. CDMA TECHNOLOGY

     Airspan's systems use a radio air-interface, specifically designed for
     Wireless Fixed Access to provide high quality, and low delay bearers for
     telephony, data and ISDN services

     The systems use Direct Sequence Spread Spectrum Code Division Multiple
     Access (DS-CDMA) on the air-interface between the CT and STs, allowing
     multiple radio links to share the same RF channel. A set of specialized
     codes is used which are shared between the ST and its corresponding modem
     in the CT.

     There are two stages to the CDMA modulation / demodulation process. Firstly
     direct sequence spreading is performed on each individual radio link by a
     pseudo-random noise (PN) code. Then multiple access, where multiple links
     share the same RF channel, is achieved by using a set of orthogonal
     Rademacher - Walsh (RW) codes. The PN and RW codes are combined into a
     unique and shared composite code used to modulate and demodulate each radio
     link.

     Airspan's systems implement a version of CDMA optimized for fixed access
     This is significantly different from other commercial CDMA implementations,
     such as IS-95, which are optimized for mobile cellular and PCS
     applications.

     The following table demonstrates the difference in implementation and
     performance between the two systems:


<TABLE>
<CAPTION>
                                Cellular (IS-95)             Fixed (Airspan)
                         -------------------------------  ---------------------
<S>                      <C>                              <C>
Application                            PCS                Wireless Fixed Access

Frequency of operation         8-900,1800-1900 MHz             1.3-3.6GHz

RF Channels (BW)                     1.23MHz                     3.5MHz

Channel Bit Rate                    9.6kbit/s                 To 144kbit/s

Processing Gain                       21 dB                      12-24dB

Processing Delay              {greater than}20ms            {less than}1ms

FEC                                    1/3                         1/2

Code Structure                  Quasi Orthogonal               Orthogonal

Receiver Type                         Rake                      Coherent

RF Synchronized                        No                         Yes

Synchronized Base                     Yes                          No
Stations Required
</TABLE>
<PAGE>

5.2.  AIR-INTERFACE STRUCTURE

      The system's Radio Interface structure supports both "Fixed" and "Demand"
      assignment of radio channels. The air-interface protocol and structure is
      compatible between both assignment types. The basic structure of the
      interface is shown below:

                              [GRAPHIC APPEARS HERE]


                         SYSTEM AIR-INTERFACE STRUCTURE

      Depending on the service applications and traffic levels to be supported,
      this structure is used in two different ways:


5.2.1. FIXED ASSIGNMENT

      The "Fixed Assigned" radio interface makes a permanent allocation of a
      radio link, operating within a RF channel to a subscriber terminal. Each
     link provides up to 144kbit/s of User Payload and 16kbit/s of OAM. In
     telephony applications where the subscriber is "on-hook" the ST will use
     "rate switching", reducing the link bandwidth to 10kbit/s, and hence
     decreasing the level of Access Noise on the RF channel.  For Fixed Assigned
     telephony applications each subscriber terminal supports 2 subscriber
     circuits.

                              [GRAPHIC APPEARS HERE]

                    FIXED  ASSIGNED  AIR-INTERFACE STRUCTURE
<PAGE>

5.2.2. Demand Assignment

       The "Demand Assigned" Radio interface makes a temporary call by call
       assignment of channels, to Subscriber Terminals in residential telephony
       applications, where the per line traffic allows the provision of Graded
       Service. The radio interface differs in that links are allocated as
       either Traffic, or Control channels.

                              [GRAPHIC APPEARS HERE]

                    DEMAND ASSIGNED AIR-INTERFACE STRUCTURE

      Within each RF Channel a pool of traffic channels (TCH) supports a mix of
      32, 64, and 144kbit/s services. Pool management is dynamic so that
      channels may be made available as 32, 64, and 144kbit/s on demand. The
      size of the traffic pool is automatically and dynamically sized based on
      radio interface performance and the grade of service requirements thus
      controlling the level of Access Noise. The pool can be extended if the
      interference level permits, or reduced if access noise is too great. The
      DA access protocol can also support one or more priority channels which
      allow guaranteed access for emergency calls. The channels allocated to
      traffic are pooled and configured as either 10 - 13 x 144kbit/s, 20 - 26 x
      64kbit/s, or 40 - 52 x 32kbit/s. Two links are reserved for OAM and Call
      Control.

      Each link operates using a master RW code to provide a 160kbit/s channel.
      These links are then sub-divided using 2nd level RW codes that allow the
      construction of 2 x 80kbit/s or 4 x 40kbit/s smaller granularity links,
      while maintaining the same Spectral Density. Hence TCHs are composed of
      either 160kbit/s, 80kbit/s or 40 kbit/s links.

      STs maintain communication with CT via the Call Control link, using an
      "Ethernet" like protocol. All STs are continually polled, and receive
      regular downloads of available TCHs and their channelisation (i.e.
      144kbit/s, 64kbit/s or 32kbit/s).

      STs track available TCHs to permit "fast acquisition". When a user's line
      goes "off-hook", STs request allocation of a TCH from the available pool.
      The CT instructs STs to "seize" a particular TCH, if access noise permits.
<PAGE>

      Traffic engineering is via the management system, which allows the
      following parameters to be programmed:

      .   Minimum / maximum number of traffic channels

      .   Number of access channels

      .   Demand access protocol type

      .   BER grade of service threshold

      .   Call blocking threshold

      .   Number of priority channels


5.3.  FREQUENCY RANGES SUPPORTED.

      Airspan's systems operate in various frequency ranges within the ITU-R and
      ETSI 2GHz and 3GHz frequency ranges. The specific channel plans available
      (see Appendix B) operate in frequency bands at:

      .   1.9GHz, in accordance with US PCS Band allocations

      .   2.0-2.3GHz, in accordance with CEPT/ERC/Rec. 13-01E, Annex C, with
          175MHz duplex spacing

      .   2.3-2.5GHz, in accordance with ITU-R 746, with 94MHz duplex spacing
      .   3.4-3.6GHz, in accordance with CEPT/ERC/Rec. 14-03E (Turku 1996), with
          100MHz duplex spacing

      The systems operate in Licensed spectrum, normally co-ordinated with other
      users by the licensing authority. Coexistence with other systems is in-
      line with ETS 301 055 and 301 124.


5.4.  RADIO LINK BUDGET

      Airspan's systems operate in rural, suburban and urban areas in either
      omni-cell or sectored cell configurations.

      System performance is governed by the link loss relative to available Link
      Budget. Therefore for shorter links Line Of Sight (LOS) propagation is not
      necessarily required and Near Line Of Sight (NLOS) links operate
      satisfactorily.

      The system range is dependent on the location and ground height of the CT
      sites and tower heights, relative to the ST locations and the environment
      in which the system is operating. Ref. 5.5.
<PAGE>

5.4.1. LINK BUDGET (UPLINK)

       The following example is based on operation at 2.2GHz:
       ST PA output power                                          +21.0  dBm
       ST Cable and connector loss                                  -0.5  dB
       ST antenna gain                                              +9.0  dBi
       ST effective radiated power (a), per link                   +29.5  dBm
       Central Terminal (CT) antenna gain (b), Omni                +10.5  dBi
       CT Cable and connector loss (d), 50m length                  -3.5  dB
       CT Receiver sensitivity for 10-7 BER (e)                      -98  dBm
       Maximum path loss (j=a+b-d-e)                               134.5  dB
       Fade Margin for 99% Link availability                      4 - 10  dB

5.4.2. LINK BUDGET (DOWN-LINK).
       CT PA output power, per link                                +21.0  dBm
       CT Cable and connector loss, 50m length                      -3.5  dB
       CT antenna gain, Omni                                       +10.5  dBi
       CT effective radiated power, Per Link (a)                   +28.0  dBm
       ST antenna gain (b)                                           9.0  dBi
       ST Cable and connector loss (C)                              -0.5  dB
       ST Receiver sensitivity for 10-7 BER (d)                      -98  dBm
       Maximum path loss (j=a+b+c-d)                               134.5  dB
       Fade margin for 99% Link availability                      4 - 10  dB

5.5.  CELL PLANNING CRITERIA

     Airspan's portfolio includes AirPlan, an RF coverage prediction tool which
     is used to optimize CT site locations for area coverage. See section 9.

     The system range depends on the propagation conditions which are a function
     of the environment in which the system is deployed:

     .   In a Rural environment 2nd order propagation is assured, giving a range
         of typically 8 - 15km. Line density is typically 1 - 10 per km2.

     .   In a Sub-urban environment 3rd order propagation is assured, giving a
         range of typically 5 - 8km. Line density is typically 10 - 100 per km2

     .   In an Urban environment 4th order propagation is assured, giving a
         range of typically 3 - 5km. Line density is typically 100 - 500 per
         km2..
<PAGE>

     Typical planning parameters used are as follows:


     Propagation prediction model                   See comments below

     Link Availability %                            99%

     Required C/I for frequency allocation          8.0dB

     Frequency reuse for maximum load               N = 3

     Minimum RF spacing, one sector                 Adjacent plus One - 7MHz

     Minimum RF spacing, one site                   Adjacent - 3.5MHz

     Guard band requirements                        Per CEPT / ITU channel plan

     The system adheres to the typical microwave propagation model, i.e. for
     rural areas:

     Path Loss = 32.44 + 20Log D + 20Log F, assuming 0.6 FZC is achieved.

     Testing has shown that the impact of an obstruction on the system closely
     mirrors theoretical work on propagation modeling by ITU-R (CCIR) for
     microwave point-to-point systems in the 2 and 4GHz bands.

     The model that best describes the effect of grazing on the radio path is a
     derivative from a "multiple knife edge diffraction" model. The basic work
     on this model was done by Bullington in 1947, and was finally refined by
     Deygout in 1966, when it appeared in CCIR Report 715. This methodology is
     an extension of a single knife edge diffraction calculation.

     In 1971 ASIS showed how this approach could be extended using "multiple
     rounded obstacles", in place of multiple knife edges. This is the basis for
     the Airspan's propagation model. The technique employed to calculate these
     type of losses is defined in CCIR Rec. 526-2, and involves representing the
     path as a series of  "cascaded cylinders".
<PAGE>

6.    SERVICES SUPPORTED

6.1.  WIRELINE-EQUIVALENT SERVICES.

The following services are supported:

      .  TELEPHONY, including the in-band support for G3 facsimile and data
         modems operating at up to 56kbit/s.

      .  CLASS services as supported by the Local Switch.

      .  LEASED LINE data services supporting currently 2 x 64kbit/s per ST.
         Future enhancement to 6 x 64kbit/s are planned.

      .  BASIC RATE ISDN. All ISDN implementations fully support:

         -   ETS 300 011 / 012 -

         -   ETS 300 125 - Basic Call Layer 2 Data Link Layer
             I.440 & I.441 - Q.921

         -   ETS 300 102 - Basic Call Layer 3 (Q.931)

             Interfaces are generally defined by the ITU-T (CCITT)
             recommendations, I.420 (for Basic Rate) and I.421 for Primary Rate.

             Specification for Bearer Services are based on ITU-T
             recommendations I.230 and I.231.

         -   Circuit Mode Bearer Service 64kbit/s unrestricted 8kHz structured
             (ETS 300 108)

         -   Circuit Mode Bearer Service 64kbit/s 8kHz structured for
             3.1kHz Audio (ETS 300 110) Specification for Basic
             Teleservices are:

         -   Definition of Teleservices (I.240) Blue Book, Teleservices
             supported by an ISDN (I.241)

         -   Telephony Part 1, Telefax 4 Part 3, Mixed Mode Part 4

         -   Circuit Mode Teleservice Telephony 3.1kHz (ETS 300 111)

         -   Circuit Mode Telefax Group 4 (ETS 300 120)

         -   Telephony 7 kHz (ETS 300 263)

         -   Video Telephony (ETS 300 264)

       The systems also supports the following ISDN Supplementary Services.

         -   Calling Line Identification Presentation (CLIP)         ETS 300 092

         -   Calling Line Identification Restriction (CLIR)          ETS 300 093

         -   Direct Dialling In (DDI)                                ETS 300 064

         -   Multiple Subscriber Number (MSN)                        ETS 300 052

         -   Terminal Portability (TP)                               ETS 300 055

         -   Sub Addressing (SUB)                                    ETS 300 061

         -   Call Forwarding Unconditional (CFU)                     ETS 300 027
<PAGE>

         -   Call Waiting (CW)                                       ETS 300 058

         -   Call Hold (HOLD)                                        ETS 300 141

         -   Closed User Group (CUG)                                 ETS 300 138

         -   Advice of Charge at end of Call (AOC-E) ETS 300 182 Fixed
             Assigned Radio Interfaces are fully Service Transparent.

         -   Full support for D-channel Services, including D-Channel
             Packet Access

         -   Support Varies by Network Interface Types (assumed to be V5.1)

     D-Channel Packet Access Specifications supported include:

         -   ETS 300 007- Support of packet-mode terminal equipment by an
             ISDN

         -   ETS 300 048 - ISDN Packet Mode Bearer Services (PMBS) ISDN
             Virtual Call (VC) and Permanent Virtual Call (PVC)

         -   ETS 300 049 - ISDN Packet Mode Bearer Services (PMBS) ISDN
             Virtual Call (VC) and Permanent Virtual Call (PVC)

         -   ETS 300 099 - Specification of the Packet Handler Access Point
             Interface (PHI)

     In addition the following D-channel based Supplementary Services are
     supported.

         -   ETS 300 286 - User to User Signaling (UUS)

     Demand Assigned Radio Interfaces are "Semi" Service Transparent.

         -   Only support limited D-channel based Services

         -   Bandwidth for Packet Access and/or D-Channel Supplementary
             Services is limited to 40kbit/s per RF channel.


6.2.     DATA SERVICES SUPPORT

6.2.1.   DATA RATES.

         Up to 56kbit/s in the voice band using the 64kbit/s codec, and
         9.6kbit/s using the 32kbit/s ADPCM codec.

6.2.2.   BIT ERROR RATES.

         Typically better than 10-6

6.2.3.   TRANSMISSION DELAYS.

         One way system delays are below 10ms, having a minimal impact on data
         applications.

6.2.4.   DIRECT DATA INTERFACES.

         The external and internal STs support ISDN and the internal ST also
         supports RS-232 and / or 10baseT interfaces.
<PAGE>

6.3.     ACCESS TO THE INTERNET

         The following options are currently supported by the system:

         .  Use of in-band data modem on a circuit switched basis

         .  Use of ISDN on a circuit switched basis

         .  Use of leased lines on a dedicated basis

         Use of packet based access in conjunction with circuit switched
         telephony service is a future feature.

6.3.1.   PACKET ACCESS CAPABILITIES.

         The Demand Assigned system has a number of characteristics which make
         it highly suitable for packet based Internet access.

         .  Residential Internet access is mostly asymmetric, with
            downstream traffic typically 10 times upstream rate. The
            system has greater capacity on the CDMA downlink than on CDMA
            uplink.

         .  The ST already contains a digital interface (i.e. RS-232 link)

         .  The ST will operate at up to 384kbit/s. STs can receive data
            on multiple RW links, making the potential bandwidth of any
            digital service up to 384kbit/s downstream and up to 128kbit/s
            upstream.

         .  In this application the system is "end-to-end digital" -
            removing analogue A/D and offering improved performance
            compared with copper/voice band modem solutions.

         .  The system has error protection facilities that can ensure
            high quality data delivery.

         .  The system has built-in HDLC facilities that enable the system
            to support packet data access.

                             [GRAPHIC APPEARS HERE]


                            WIRELESS INTERNET ACCESS
<PAGE>

6.4.     HIGH BANDWIDTH TRANSMISSION.


         .   Up to 384kbit/s is supported to an ST to support video and
             multi-media applications.

         .   The next generation implementation will in addition support
             user bit rates of up to 2Mbit/s, and will therefore offer
             operators a radio-based alternative to copper-based DSL
             systems - extending the range of DSL service beyond that of
             copper.


6.5.     SPEECH CODING

         The system is based on either 64kbit/s PCM, to support full wireline
         equivalent services, or 32kbit/s ADPCM for those applications where
         higher line density and quasi-wireline services are required.


6.6.     System Security

         ST authentication is carried out on a per call basis. Authentication
         uses encryption techniques to prevent an authentication response from
         being decoded and mimicked. An authentication request is issued by the
         CT equipment, which transmits a random code to the ST. The ST response
         is formed by non-linearly combining the random code with a known key.
         The key used for authentication comprises a static portion based on an
         unalterable electronic serial number (ESN) and a dynamic portion, which
         is updated following each authentication. Full authentication is
         delayed until the time critical phase of call set-up has been
         completed.

         Authentication failure causes an alarm to be generated. Service
         blocking on authentication failure is configurable via the management
         system.

         The ST serial number contains a portion which is unique and
         unalterable, i.e. not held in a memory that could be altered or
         duplicated. This portion of the serial number is 32-bits in size.
<PAGE>

7.       SYSTEM CAPACITY - DEMAND ASSIGNED


7.1.  RADIO (RF) CHANNEL CAPACITY.

The capacity calculations shown below are for a single (3.5+3.5MHz) RF channel
operating in a single Omni-cell or cell sector.

7.1.1.   NUMBER OF TRAFFIC CHANNELS (TCHS) FOR ISOLATED CELL.

                                 144kbit/s           64kbit/s          32kbit/s
                                 ---------           --------          --------
Omni-directional cell            13                  26                52
Three sector cell                39                  78                156


7.1.2.   NUMBER OF TCHS FOR CONTIGUOUS CELL PATTERN.

                                 144kbit/s           64kbit/s          32kbit/s
                                 ---------           --------          --------
Omni-directional cell            10                  20                40
Three sector cell                30                  60                120


7.1.3.   DYNAMIC FREQUENCY ALLOCATIONS

         Where multiple RF channels are supported from a single CT equipment,
         then STs will be offered service from all RF channels to support:

         .   Fault tolerance: should a CT modem shelf fail, an ST may
             automatically switch to an alternative frequency for service
             for the duration of outage

         .   Increased trunking efficiency of the air-interface

         .   Traffic load balancing: An ST may be moved through manual
             intervention using the management system in order to balance
             traffic load across multiple CTs

         .   Frequency diversity: An ST may be moved through manual
             intervention using the management system in order to improve
             radio link performance

         At provisioning, an ST will be allocated a 'home' CT shelf (RF Channel)
         through which all usual management communications may be directed. The
         ST will be notified of other potential RF channels via management
         communications.

7.2.    INFRASTRUCTURE CAPACITY

         The following models show typical infrastructure line capacity as a
         function of:

         .   RF Spectrum allocation
<PAGE>

         .   Isolated Cell [1] or Contiguous [2] deployment

         .   Various per line traffic levels, based on 1% GOS (Erlang B)

7.2.1.   32KBIT/S TELEPHONY

Spectrum Allocated:            10.5 + 10.5 MHz    21 + 21 MHz     42 + 42 MHz
                               ---------------    -----------     -----------

Cell Configuration             3 - Sector         3 - Sector      3 - Sector

#RF / Sector                   1                  2               4

#RF / Cell                     3                  6               12

                               [1]    [2]         [1]    [2]      [1]    [2]
                               ---    ---         ---    ---      ---    ---

TCH / Sector                    52    40          104     80      208    160

Erls. / Sector  (1%Gos)         40    26           85     65      180    140

Erls. / Cell                   120    78          255    195      540    420


Lines per cell / Traffic (mE)
                               [1]    [2]         [1]    [2]      [1]    [2]
                               ---    ---         ---    ---      ---    ---

-   40 mE                    3,000   1950       6,375  4,875   13,500  10500

-   75 mE                    1,600  1,040       3,400  2,600    7,200  5,600

-  100 mE                    1,200    780       2,550  1,950    5,400   4200

7.2.2.   64KBIT/S TELEPHONY OR DATA SERVICE

Spectrum Allocated:            10.5 + 10.5 MHz    21 + 21 MHz     42 + 42 MHz
                               ---------------    -----------     -----------

Cell Configuration             3 - Sector         3 - Sector      3 - Sector

#RF / Sector                   1                  2               4

#RF / Cell                     3                  6               12

                               [1]    [2]         [1]    [2]      [1]    [2]
                               ---    ---         ---    ---      ---    ---

TCH / Sector                    26     20          52     40      104     80

Erls. / Sector  (1%Gos)         17     12          40     29       85     65

Erls. / Cell                    51     36         120     78      255    195

Lines per cell / Traffic (mE)
                               [1]    [2]         [1]    [2]      [1]    [2]
                               ---    ---         ---    ---      ---    ---

-  40 mE                      1275    900        3000   1950    16375   4875

-  75 mE                       680    480        1600   1040     3400   2600

- 100 mE                       510    360        1200    780     2550   1950


   7.3.  SYSTEM CAPACITY LIMITS

         .   Up to 2048 Subscriber Terminals (STs) per RF channel.

         .   Up to 4 RF channels per Central Terminal (CT). Supported by up
             to 4 x 2Mbit/s links to the host Access concentrator (AC).
<PAGE>

         .   Up to 12 RF channels provisioned in 3 Central Terminals per
             Cell site. Supported by up to 12 x 2Mbit/s links to the host
             Access Concentrator (AC).

         .   The AC supports up to 64 x 2Mbit/s links to the Switch for
             each group of 4 x 2Mbit/s links to the CT.
<PAGE>

8.   EQUIPMENT DETAILS

8.1. INFRASTRUCTURE

     All internal CT and AC system components are be packaged so that they fit
     into an ETSI style equipment practice, 2200mm x 600 mm x 300mm.  The
     mechanical design is modular and does not preclude the co-location of CT RF
     / modem shelves and AC shelves.  Up to 4 RF channels (CT modem shelves)
     share a single RF combiner shelf. There is no forced air cooling.

                              [GRAPHIC APPEARS HERE]


8.1.1.   TEMPERATURE AND HUMIDITY LIMITS

         -5 to +45 deg. C. 95% relative humidity.


8.2.     Power Requirements

          Supply voltages:                          -21.8 to -70VDC. -48VDC nom.

          Consumption:  AC Shelf (68 E1 ports):     140W

                        CTRF Combiner (4RF):        300W

                        CT Modem Shelf:             120W  (Up to 4 per CT)


8.3.     Antenna configurations.

         .   Omni antenna assembly

         .   Directional antenna assembly (65deg.)

         .   Directional antenna assembly (120deg.)

         Typical height of the antenna tower employed is 15m.
<PAGE>

         The antenna interface is N-type connector, 50 ohm. Provision is made
         for earthing the RF feeder to the top of the tower and at the building
         entry point.


8.4.     INSTALLATION AND COMMISSIONING

         Up to 5 man-days per CT including rigging of antenna system on an
         existing tower.


8.5.     SUBSCRIBER (ST) EQUIPMENT

8.5.1.   SIZE

         External ST Outdoor Radio unit (CRU)      305 x 250 x 95mm

         External ST Indoor PSU                    225 x 300 x 100mm

         Internal ST (ST-R)                        280 x 190 x 35mm

8.5.2.   WEIGHT

         External ST:        CRU: 4kg, PSU: 7kg

         Internal ST:        0.7kg

8.5.3.   POWER CONSUMPTION

         External ST:        14W

         Internal ST:        6W

8.5.4.   BATTERY BACKUP.

         24V battery backup is typically 4 hours, using standard rechargeable
         batteries. Charge time is 10 hours. This can be extended by the use of
         external batteries. Optional solutions are available to extend to 24
         hours.

8.5.5.   PAY PHONE SUPPORT

         Subscriber terminals support 12kHz or 16kHz subscriber pulse metering
         SPM and polarity reversals.

8.5.6.   RINGER LOADS AND DROP DISTANCES.

         External ST:         Ringer load REN = 4

         VF Drop length       5km max (cable quality dependent)

         Internal ST:         Ringer load REN = 2

         VF Drop length       200m max (cable quality dependent)

8.5.7.   ST Antenna characteristics.

         External directional antennas are used for both ST types.

8.5.8.   EXTERNAL ST

         Flat plate Antennas are integrated into the outdoor radio unit (CRU)
         enclosure
<PAGE>

         Gain                     9.0dBi

         3dB HHPBW                + 15(DEGREES)

         3dB VHPBW                + 33(DEGREES)

         Front to back ratio      20dB

         Return loss              14dB

8.5.9.   INDOOR ST.

         Various options are available:

         Gain                     10dBi to 17dBi

         3dB HHPBW                +8(DEGREES)

         3dB VHPBW                +15(DEGREES)

         Front to back ratio      20dB

         Return loss              14dB

8.5.10.  INSTALLATION & COMMISSIONING

     Approximately 1.5 hours for the External ST and 1 hour for the Internal ST.
<PAGE>

9.  RF AND DEPLOYMENT PLANNING

The use of radio to replace the traditional use of copper in the access network
requires modifications to an operator's normal deployment planning process, with
emphasis on radio coverage and frequency planning aspects.

As an aid to this planning process a fully equipped RF planning tool, called
AirPlanTM, including all necessary hardware and software can be supplied. The
AirPlanTM tool maps end-users to cell-sites based on the anticipated traffic
levels.


                              [GRAPHIC APPEARS HERE]



Thorough implementation of the RF planning process will provide an operator with
a high degree of confidence that satisfactory radio coverage can be achieved at
the desired ST locations from a given CT, or set of CT locations. Due to the
nature of radio propagation trees or other buildings in the vicinity of a
particular end-user location may affect the signal level at that location.
Therefore, the planning process cannot guarantee the viability of an end-user
connection, and certain local checks are required prior to the installation of
an ST on an end-user's building.
<PAGE>

                             APPENDIX A: VOCABULARY


AC       Access Concentrator, Central Control Station

ADPCM    Adaptive Differential Pulse Code Modulation. The technology used in the
         codec (COder/DECoder) in DECT systems. A 32 kbit/s codec is specified.

BER      Bit Error Ratio

CAS      Channel Associated Signaling

CCS      Central Controller Station

C/I      Carrier to Interference ratio

CDMA     Code Division Multiple Access

CRS      Central Radio Station

CRU      Customer Radio Unit

CT       Central Terminal,

DA       Demand Assignment of air-interface

DASS2    Digital Access Switching System 2.

DECT     Digital European Cordless Telephony

DS-CDMA  Direct Sequence-Code Division Multiple Access

DSS1     2Mbit/s Switch Interface

E1       European 2Mbit/s line standard

EM       Element Manager

ERP      Effective Radiated Power

ETSI     European Telecommunications Standards Institute

FA       Fixed Assignment of air-interface.

GSM      Global System for Mobile Communications

GUI      Graphical User Interface

HHPBW    Horizontal Half Power Bandwidth

ISDN     Integrated Services Digital Network

ITU      International Telecommunications Union

LOS      Line Of Sight

MTBF     Mean Time Between Failure

NLOS     Near Line Of Sight

NTU      Network terminating Unit

PA       Power Amplifier

PCM      Pulse Code Modulation
<PAGE>

PCS      Personal Communications Services

PHS      Personal Handyphone System

PLMN     Public Land Mobile Network

PN       Psuedo-random Number

POTS     Plain Old Telephone Service

PSTN     Public Switched Telephone Network

PSU      Power Supply Unit

RS       Repeater Station

RW       Rademacher - Walsh

SNMP     Simple Network Management Protocol

SC       Site Controller

SPM      Subscriber Pulse Metering

ST       Subscriber Terminal, Terminal Station

TE       Terminal Equipment

TS       Terminal Station

TCH      Traffic Channel

VHPBW    Vertical Half Power Bandwidth

WFA      Wireless Fixed Access

WLL      Wireless Local Loop
<PAGE>

                         APPENDIX B - RF CHANNEL PLANS


Airspan's systems support WFA system implementation in various frequency ranges
within the ITU-R and ETSI 2GHz and 3GHz frequency ranges. The specific
implementations currently available operate in frequency bands at 1.9GHz, 2.0-
2.3GHz, 2.3-2.5GHz and 3.4-3.6GHz in accordance with the "channel plans" shown
below.

The RF channelisation is 2.5/3.5/4.0MHz and Frequency Division Duplexing (FDD)
is used. The basic requirement for system operation is for a single RF channel,
with go-return spacing dependant on the channel plan used.



                              [GRAPHIC APPEARS HERE]
<PAGE>

2.0-2.3GHZ, CHANNEL PLAN: C1



                              [GRAPHIC APPEARS HERE]



2.0-2.3GHz, Channel Plan: C2



                             [GRAPHIC APPEARS HERE]


2.0-2.3GHZ, CHANNEL PLAN: C3



                             [GRAPHIC APPEARS HERE]
<PAGE>

2.3-2.5GHZ, CHANNEL PLAN: S1

                             [GRAPHIC APPEARS HERE]


2.3-2.5GHZ, CHANNEL PLAN: S3

                             [GRAPHIC APPEARS HERE]
<PAGE>

3.4-3.6GHZ, CHANNEL PLAN: X1



                             [GRAPHIC APPEARS HERE]



3.4-3.6GHZ, CHANNEL PLAN: X3

                             [GRAPHIC APPEARS HERE]
<PAGE>

ANNEX 4 -  PRICE SUMMARY
------------------------

The pricing for this contract shall be as defined below:
<TABLE>
<CAPTION>

DESCRIPTION                                                    QUANTITY           Unit           EXTENDED COST
                                                                                Cost (US)            (US)
---------------------------------------------------------------------------------------------------------------
<S>                                                          <C>            <C>                <C>
Infrastructure Equipment
---------------------------------------------------------------------------------------------------------------
Base Station consisting of 3 x Airspan Central Terminals,                *         *                   *
 each equipped with two (2) FA Modems Shelves and one (1)
 DA Modem Shelf. 6 x 65 degree Directional Antenna System.
 Equipment operates in Airspan's C-Band. Each Base Station
 is supported by a single Access Concentrator equipped
 with one (1) shelf.
---------------------------------------------------------------------------------------------------------------
TOTAL INFRASTRUCTURE                                                                                   *
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
SUBSCRIBER EQUIPMENT
---------------------------------------------------------------------------------------------------------------
Basic Rate ISDN Terminals                                                *         *                   *
---------------------------------------------------------------------------------------------------------------
Data Terminals                                                           *         *                   *
---------------------------------------------------------------------------------------------------------------
2-Line Voice Terminals                                                   *         *                   *
---------------------------------------------------------------------------------------------------------------
16-Line Voice Terminals                                                  *         *                   *
---------------------------------------------------------------------------------------------------------------
TOTAL SUBSCRIBER TERMINALS                                                                             *
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
NETWORK MANAGEMENT EQUIPMENT
---------------------------------------------------------------------------------------------------------------
Sitespan Management System for 9 Base Station Sites and 9                -         *                   *
 Access Concentrators
(as detailed above)
---------------------------------------------------------------------------------------------------------------
TOTAL MANAGEMENT                                                                                       *
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
SERVICES AND MISC. TOOLS
---------------------------------------------------------------------------------------------------------------
Installation and Commissioning (of Infrastructure)                       -         -                   *
---------------------------------------------------------------------------------------------------------------
Project Management                                                       -         -                   *
---------------------------------------------------------------------------------------------------------------
Radio Planning                                                           -         -                   *
---------------------------------------------------------------------------------------------------------------
Site Surveys                                                             -         -                   *
---------------------------------------------------------------------------------------------------------------
System and Site Acceptance Testing                                       -         -                   *
---------------------------------------------------------------------------------------------------------------
Training                                                                 -         -                   *
---------------------------------------------------------------------------------------------------------------
Survey Tool and LCU                                                      *         *                   *
---------------------------------------------------------------------------------------------------------------
TOTAL SERVICES                                                                                         *
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
GRAND TOTAL                                                                                            *
---------------------------------------------------------------------------------------------------------------
</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>

ANNEX 5 -  PRICE LIST
---------------------

The detailed price list for this contract shall be is defined in section 1.
Optional detailed pricing is given in section 2.

As prices are in $US, and are quoted as CIP Colombo.
<PAGE>

SECTION 1: CONTRACT PRICING

INFRASTRUCTURE:

A Base Station designed to support:
-----------------------------------
-  45 Fixed Assigned Data Terminals
-  45 Fixed Assigned ISDN Terminals
-  At least 400 Demand Assigned Voice Lines (on Single or Multiple Terminals)
(assumes a Grade of Service of 1% and 70mErl per Line)

The configuration for each Base Station consists of:
6 Sectored Antenna System with Feeders.
6 CT Racks, 3 RF Combiners.
6 Fixed Assigned Modem Shelves, 3 Demand Assigned Modem Shelves.
In-band Mgmt links to Host Switch (OMC).

CONTRACT PRICE = *

Access Concentrator designed to support voice lines from each Base Station:
---------------------------------------------------------------------------
Terminates 3 DA RF Channels
1 Rack, with 1 Access Concentrator Shelf
Terminates traffic to un-concentrated 2Mbit/s E1 CAS Interfaces (up to 16
Physical 2Mbit/s Interfaces)

CONTRACT PRICE = *

[*] 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>

SUBSCRIBER TERMINALS:
The subscriber terminals offered in this contract are priced as follows:

Dual Line Voice Subscriber Terminal ST-R2
-----------------------------------------
- External Antenna
- Separate Interface Unit
- With batteries
- Separate PSU
- Full Mgmt Functionality (Line Test, RX/TX Level / Loopbacks)
CONTRACT PRICE = *

Multiple Line Terminals (16-Lines) ST-M16
-----------------------------------------
- Modular multi-service solution (Price for Voice only)
- External Antenna
- Separate Interface Unit
- Wide variety of interface options (Configured with 16 Telephone Lines)
- Separate PSU
- Full Mgmt Functionality (Line Test, RX/TX Level / Loopbacks)
CONTRACT PRICE = *

Basic Rate ISDN Terminal (Internal) ST-B1
-----------------------------------------
- So interface
- Full ISDN Powering Classes
- Wall or Pole Mounted
- Full Mgmt Functionality (ISDN Test Functions, RX/TX Level / Loopbacks)
CONTRACT PRICE = *

Digital Leased Line Terminal (Internal) ST-L128
-----------------------------------------------
- Integrated RS.530 interface
- V.35 and X.21 cable options
- Wall or Pole Mounted
- Full Mgmt Functionality (RX/TX Level)
CONTRACT PRICE = *

[*] 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>

SITESPAN MANAGEMENT SYSTEM:

Client Equipment View (H/W and S/W)
-----------------------------------
CONTRACT PRICE = * PER NODE

Server Node (H/W and S/W)
-------------------------
based on the number of nodes deployed. (A node is an Access Concentrator Shelf,
RF Combiner or Modem Shelf)

CONTRACT PRICE    QTY/CUMULATIVE            PRICE
                  - 1-200                   = *
                  - 201-300                 = *
                  - 301-UPWARD              = *

Authentication and Fraud Module
-------------------------------
In addition to the Standard OA&M facilities, an optional module is available
that provides Authentication of Subscriber Terminals and Fraud Prevention.

THE CONTRACT PRICE IS BROKEN INTO TWO PARTS:
-  RIGHT TO USE FEE FOR WHOLE NETWORK          = *
-  PRICE PER ST                                = *

[*] 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>

OTHER EQUIPMENT AND TOOLS:

Survey Tool / Installation Aid
------------------------------
THE CONTRACT PRICE FOR EACH SURVEY TOOL IS *


Level Control Unit
------------------
THE CONTRACT PRICE FOR EACH SURVEY TOOL IS *

[*] 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>

SERVICES - INSTALLATION AND COMMISSIONING:
The following services are offered.

Physical Installation (6 Sectored Base Station)
-----------------------------------------------
-        Antenna Rigging
-        Feeder Installation
-        Grounding
-        Cabling (Power, Signal, Mgmt)
-        Rack Mounting

CONTRACT PRICE = * PER BASE STATION

System Commissioning (6 Sectored Base Station)
----------------------------------------------
-        Load Plug-ins
-        Initial Datafill
-        RF Set-up
-        Integration with host Access Concentrator / Switch

CONTRACT PRICE = *  PER BASE STATION

Site Acceptance Testing - Commissioning Tests (6 Sectored Base Station)
-----------------------------------------------------------------------
-        Commissioning Tests
-        Site Functionality Tests
-        Site Parametric Tests
-        Integration Tests
-        ST Installations (one per RF Channel)
-        Site Coverage Tests

CONTRACT PRICE = * PER BASE STATION


Physical Installation (Access Concentrator)
-------------------------------------------
-        Grounding
-        Cabling (Power, Signal, Mgmt)
-        Rack Mounting

CONTRACT PRICE = * PER ACCESS CONCENTRATOR

System Commissioning (Access Concentrator)
------------------------------------------
-        Load Plug-ins
-        Initial Datafill
-        Integration with Base Stations / Host Switch

CONTRACT PRICE = * PER BASE STATION


System Acceptance Testing - on 9 Base Station Network
-----------------------------------------------------
-        System Functionality Tests
-        Operational Tests
-        OA&M Tests
-        Network Coverage Tests

CONTRACT PRICE = *

[*] 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>

MAINTENANCE AND SUPPORT CHARGES:

The annual maintenance fee, after warranty, is based on the delivered volume of
    ----------------------
equipment.

This fee provides extended warranty on all software and hardware units, and
entitles Suntel to all new software / firmware updates free of charge. This fee
also includes Spares Management for Infrastructure equipment as detailed below.

The contract price of the annual service fees are defined as follows;
   0-$10M       = 2.5% of the value of the contract (Infrastructure, Mgmt and
                  Subscriber Terminals)
 $10- 40M       = $250,000 plus 1.3% of the value of the contract exceeding *

 $40 and above  = $640,000 plus 1% of the value of the contract exceeding *

The maintenance fee is calculated using the cumulative volume at the end of the
previous 12 month period, and falls due when warranty period expires.


SPARES MANAGEMENT (INFRASTRUCTURE ONLY)

Airspan also offers the service of Spares Management. This service removes the
need for Suntel to purchase a complete spares set. The price of the spares
management services is as follows;

After Warranty Period (includes extended warranty support for existing hardware
---------------------
but does not include software updates / new functionality).

4% OF INSTALLED INFRASTRUCTURE VALUE PER ANNUM = * (WHEN WARRANTY EXPIRES AND
EACH ANNIVERSARY THEREAFTER - MINIMUM OF 3 YEARS)

These Spares will be held in a location in Colombo, Sri Lanka.

[*] 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>

TRAINING CHARGES:

Included within the Contract are two training courses, the first is held before
system deployment, the second is held after system deployment.

The first (pre-deployment) training course shall be 2 weeks in duration and
shall be limited to 12 students. If the training course is held in the UK,
Suntel are responsible for all travel and living expenses.

The second (post-deployment) training course shall be 1 week in duration and
shall be limited to 12 students. This course shall be held in Colombo, Sri
Lanka.

THE TOTAL CONTRACT PRICE FOR BOTH THE FIRST AND SECOND TRAINING COURSES IS *


[*] 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>

DOCUMENTATION:

One paper and one CD-ROM documentation set shall be provided free of charge.
Permission is granted by Airspan Communication Limited for the limited
copying / reproduction of this document set for Internal Suntel purposes only.

<PAGE>

SECTION 2: OPTIONAL PRICING

This section gives optional pricing for items not included within the initial
contract / purchase order.


SUBSCRIBER TERMINALS:
The price for optional subscriber terminals are as follows:


Basic Rate ISDN Terminal (External) ST-I1
-----------------------------------------
- So interface
- Full ISDN Powering Classes
- Wall or Pole Mounted
- Full Mgmt Functionality (ISDN Test Functions, RX/TX Level / Loopbacks)
CONTRACT PRICE = *

Digital Leased Line Terminal (External) ST-S128
-----------------------------------------------
- 120 ohm Twisted Pair Physical Interface
- G.703 / G.704 2Mbit/s Fractional E1
- Multiple Power Supply Options
- Wall or Pole Mounted
- Full Mgmt Functionality (RX/TX Level)
- V.35 or X.21 with optional converter
UNIT PRICE = *

Optional V.35 / X.21 Interface Converter for the External Lease Line Data
-------------------------------------------------------------------------
Terminal
--------
CONTRACT PRICE = *


[*] 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>

OTHER EQUIPMENT AND TOOLS:

Radio Planning Tool - AirPlan
-----------------------------

AirPlan Lite      =        50 Sites (Max. 150 Central Terminal Racks)
AirPlan           =        500 Sites (Max. 1500 Central Terminal Racks)

ONE COPY OF AIRPLAN LITE LICENSED FOR USE ON ONE CPU =   *
ONE COPY OF AIRPLAN LICENSED FOR USE ON ONE CPU      =   *

In addition to the initial purchase price, annual maintenance is available at
20% of purchase price.

The hardware computer platform for AirPlan is based on an industry standard Unix
Workstation from Sun Microsystems.

Hardware Configuration suitable for AirPlan or AirPlan Lite
-----------------------------------------------------------
CONTRACT PRICE FOR AIRPLAN HARDWARE PLATFORM  = *


[*] 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>

TRAINING CHARGES:

The initial contract include special pricing pre and post system deployment. The
price for additional training is given in the table below (per day per Student).

<TABLE>
<CAPTION>
--------------------------------------------------------- --------------------- ----------- -----------------
COURSE TITLE                                                     COURSE            DAYS         STUDENT
                                                                 NUMBER                         TUITION
--------------------------------------------------------- --------------------- ----------- -----------------
<S>                                                       <C>                   <C>         <C>
AS4000 Appreciation
                                                                 AS001              1              *
--------------------------------------------------------- --------------------- ----------- -----------------
AS4000 -                                                         MAS001             5              *
     Installation, Commissioning and Maintenance
--------------------------------------------------------- --------------------- ----------- -----------------
AS4000 Subscriber Terminals (ST) -                             STMAS001A            1              *
     Installation, Commissioning and Maintenance               STMAS001B            1              *
                                                               STMAS001C            1              *
--------------------------------------------------------- --------------------- ----------- -----------------
AS4000 Subscriber Terminals (ST) -                             VSTMAS001A           1              *
     Installation, Commissioning and Maintenance               VSTMAS001B           1              *
                                                               VSTMAS001C           1              *
--------------------------------------------------------- --------------------- ----------- -----------------
AS4000 Central Terminal (CT) -                                  CTCAS001            3              *
     Installation and Commissioning
--------------------------------------------------------- --------------------- ----------- -----------------
AS4000 Central Terminal (CT) -                                  CTMAS001            2              *
     Maintenance
--------------------------------------------------------- --------------------- ----------- -----------------
AS8100 (Sitespan) -                                             SSOA001             2              *
     Installation, Commissioning and System Operation
--------------------------------------------------------- --------------------- ----------- -----------------
AS4000 Demand Assignment -                                       MDA001             3              *
     Installation, Commissioning and Maintenance
--------------------------------------------------------- --------------------- ----------- -----------------
AS4000 - Multiline -                                            MASM001             2              *
     Installation, Commissioning and System Operation
--------------------------------------------------------- --------------------- ----------- -----------------
AS8300 Management System -                                      EMSAS001            2              *
     System Support
--------------------------------------------------------- --------------------- ----------- -----------------
AS8300 Management System -                                      EMOAS001            2              *
     System Operators
--------------------------------------------------------- --------------------- ----------- -----------------
Litespan 120 - Channel Bank -                                    MLS001             2              *
     Installation, Commissioning and Maintenance
--------------------------------------------------------- --------------------- ----------- -----------------
CP600/800 -                                                      CP601              2              *
     Operations and Maintenance
--------------------------------------------------------- --------------------- ----------- -----------------
</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>

DOCUMENTATION:

Initial documentation is provided free-of-charge. If however Suntel require
Airspan to provide additional Documentation Sets these are available at the
following contract prices:
- PAPER BASED = *
- CD-ROM BASED = *


[*] 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 6 - DISCOUNT TABLE
------------------------

The prices for this project are given in Annex 4 and 5. No additional discounts
are provided.
<PAGE>

ANNEX 7 -  EQUIPMENT AND SOFTWARE
---------------------------------

INFRASTRUCTURE:

The WLL System infrastructure (Central Terminals and Access Concentrators) are
designed to support 5,000 lines (or ISDN / Data equivalents). This is achieved
using a Base Station (Central Terminal) and Switch (Access Concentrator)
configuration as shown below.


                            [GRAPHIC APPEARS HERE]


            The Initial 5k Infrastructure - Operates 9 RF Channels.

Each Base Station consists of 6 Racks.

Three racks contain an RF Combiners, and two Fixed Assigned (FA) Modem Shelves
for ISDN and Data. The RF Combiner is equipped with Dual DIP/LNA enabling two
antennas per RF Combiner.

The other three racks contain one Demand Assigned (DA) Modem Shelf and one rack
alarm. Space is available for an upgrade to two Demand Assigned Modem Shelves.

Each Base Station operates from 6 Directional Antennas. The Antennas are high
gain and have an HPBW of 65 degrees.

Each Base Station is supported by its own Access Concentrator.

Access Concentrators are installed at two locations, 4 Access Concentrator in
two racks on one switch site, and 5 Access Concentrators in 3 racks on another.

Each Base Station is linked back to the swith site using
9, 2Mbit/s G.703 / G.704 transmission links.
<PAGE>

SUBSCRIBER TERMINALS:
The Subscriber terminals offered within this contract are described below. They
support a mix of services and lines per terminal.
o  Dual-line POTS internal Subs Terminals
o  ISDN 2B+D internal Subs Terminals
o  128kbps Leased Line Data Terminal
o  16-line POTS internal Subs Terminals


DUAL LINE VOICE SUBSCRIBER TERMINAL

[GRAPHIC APPEARS HERE]

o  External Antenna
o  Separate Indoor Interface Unit (in either a Metal or Plastic Enclosure)
o  Includes Battery Backup.
o  Separate PSU
o  Full Mgmt Functionality (Line Test, RX/TX Level / Loopbacks)


MULTIPLE LINE VOICE TERMINALS (16-LINE)

[GRAPHIC APPEARS HERE]

o  Modular multi-service solution (Voice, ISDN and Data)
o  External Antenna(s)
o  Separate Interface Unit
o  Wide variety of interface options (Configured with 16 Telephone Lines)
o  Separate PSU
o  Full Mgmt Functionality (Line Test, RX/TX Level / Loopbacks)
<PAGE>

BASIC RATE ISDN TERMINALS

[GRAPHIC APPEARS HERE]      or       [GRAPHIC APPEARS HERE]

o  So interface
o  Full ISDN Powering Classes
o  Wall or Pole Mounted
o  Full Mgmt Functionality (ISDN Test Functions, RX/TX Level / Loopbacks)
o  (Phase 1 ISDN terminals shall only be External Design)



DIGITAL LEASED LINE TERMINALS

[GRAPHIC APPEARS HERE]  or     [GRAPHIC APPEARS HERE]

o  120 ohm Twisted Pair Physical Interface    -  Includes integrated RS.530 I/F)
o  G.703 / G.704 2Mbit/s Fractional E1        -  Interface converter not needed
o  Multiple Power Supply Options              - V.35 and X.21 cable options
o  Wall or Pole Mounted                       - As D128
o  Full Mgmt Functionality (RX/TX Level)
o  V.35 or X.21 with optional converter
(Phase 1 Data terminals shall only be External Design with Optional Data
Converter)
<PAGE>

SURVEY TOOL / INSTALLATION AID

The Airspan Survey Tool provides for the efficient planning of CRU location at
the Subscriber Terminal. It may also be used as a tool for surveying the signal
coverage area of a given Central Terminal.

            [GRAPHIC APPEARS HERE]         [GRAPHIC APPEARS HERE]

It consists of a telescopic mast attached to a tripod base, CRU, Drop Cable, and
a Test Box. The mast is erected as near to a probable CRU location as possible
and is raised to the mounting height of the CRU. The CRU is panned to assess the
signal strength at that location. The test box gives a readout of the values of
AGC and Power Control readings that can be related to the levels recorded on the
CRU calibration label. Details of the position, height, and panning angle can
then be recorded for use by the installer.
<PAGE>

LEVEL CONTROL UNIT

The Level Control Unit (LCU) can be used in two ways. This first is for system
commissioning the second is the ongoing maintenance of a System. The LCU basic
operation is poll each modem shelf (RF channel) on a hourly or daily basis to
ensure the receiver setting is at its optimum. This ensures system performance
is maintained at all times.

One Level Control Unit may be shared by up to four modem shelves in a single
rack.

The Level Control Unit operates by periodically acquiring a full low rate RF
downlink / uplink through RF cabling coupled into the CT transmit / receive
antenna ports. Knowledge of the path loss between the Level Control Unit and RF
antenna port allows the LCU to instruct the Shelf Controller to adjust RF
receive level as required.

The level control unit is an optional item



           [GRAPHIC APPEARS HERE]             [GRAPHIC APPEARS HERE]
<PAGE>

ANNEX 8 - OPTIONAL EQUIPMENT AND SOFTWARE
-----------------------------------------

Radio Planning Tool - AirPlan

Radio Planning and Network Design for an Airspan deployment is based on the use
of AirPlan, Airspan's RF Planning Tool. AirPlan is a software tool that runs on
a Unix workstation that allows the operator to predict the radio coverage
Airspan equipment will attain in any given area. The results of the planning
process will be both a paper representation (in the form of reports and coverage
maps) and a Digital Model developed on AirPlan. The ongoing operational
management and extension of the Airspan network can be based on the use of this
software.

Two versions of the software are available for purchase

AirPlan Lite      =        50 Sites (Max. 150 Central Terminals).
AirPlan           =        500 Sites (Max. 1500 Central Terminals)

The hardware computer platform for AirPlan is based on an industry standard Unix
Workstation from Sun Microsystems

Configuration suitable for AirPlan or AirPlan Lite
SUN Sparcstation or HyperSparc
-  512MB RAM
-  Turbo GX+
-  20" Colour Monitor
-  Internal 3.5 floppy
-  Solaris 2.4
-  5 GB DAT drive
-  9 GB Hard Drive
-  CD-ROM
Other equipment such as printers and plotters can be quoted and supplied on
request.
<PAGE>

ANNEX 9 -  TURN-KEY SERVICES
----------------------------

Airspan will undertake the following services as part of this contract:

Pre-Deployment Site Surveys
---------------------------
-   Physical Survey for Installation Purposes
-   Radio Survey


Pre-Deployment Radio Planning
-----------------------------
-   Radio Measurement Survey
-   Extended Frequency Sweep
-   Initial Coverage Predictions


Pre-Deployment Training
-----------------------
-   Installation Training (CT, AC and ST)
-   Management System


Physical Installation (6 Sectored Base Station)
-----------------------------------------------
-   Transportation of equipment to site.
-   Fabrication of Antenna Mounting Hardware
-   Antenna Rigging
-   Feeder Installation
-   Grounding to existing points
-   Cabling (Power, Signal, Mgmt)
-   Rack Mounting

System Commissioning (6 Sectored Base Station)
----------------------------------------------
-   Load Plug-ins
-   Initial Datafill
-   RF Set-up
-   Integration with host Access Concentrator / Switch


Site Acceptance Testing - Commissioning Tests (6 Sectored Base Station)
----------------------------------------------------------------------
-   Commissioning Tests
-   Site Functionality Tests
-   Site Parametric Tests
-   Integration Tests
-   ST Installations (one per RF Channel)
-   Site Coverage Tests


Physical Installation (Access Concentrator)
-------------------------------------------
-   Grounding
-   Cabling (Power, Signal, Mgmt)
-   Rack Mounting


System Commissioning (Access Concentrator)
------------------------------------------
-   Load Plug-ins
-   Initial Datafill
-   Integration with Base Stations / Host Switch
<PAGE>

Post Deployment Radio Planning - System Optimisation
----------------------------------------------------
-   Radio Measurement Surveys
-   Calibrated Coverage Predictions
-   Base Station Datafill Optimisation


Pre-Deployment Training
-----------------------
-   Subscriber Terminal Installation
-   Operations and Maintenance (CT, AC and ST)
-   Operational Fault Finding


System Acceptance Testing - on 9 Base Station Network
-----------------------------------------------------
-   System Functionality Tests
-   Operational Tests
-   OA&M Tests
<PAGE>

ANNEX 9 -- TURNKEY SERVICES
---------------------------

SERVICES -- INSTALLATION AND COMMISSIONING

Based on the assumptions given previously

5,000 Line Capacity using 9 Cell Sites.

Works are quoted on the basis of sharing sites with the existing WLL deployment.
It is assumed that:

Sufficient space is available within the existing shelter/cabin.

Tower/Masts exist and space is available for the Airspan Antenna Systems.

-48V DC Battery Backed Power, Grounding and Light are available at all sites.

Environmental conditioning systems are available and rated to support up to an
additional 3000W.

Access to the sites is good.

All permissions are obtained by Suntel.
<PAGE>

SERVICES - SUBSCRIBER TERMINAL

No installation prices are offered for Subscriber Terminal Installation. This is
assumed to be the responsibility of Suntel.
<PAGE>

SERVICES RELATED TO INSTALLATION AND COMMISSIONING

In the case where additional works are required before Installation and
Commissioning take place. The following charges will apply (Final quotation will
occur after a site survey has been conducted).


DC Power Systems
48V DC Power System (from 220V AC)
Rated for 1500W
Total = *

Installation of DC Power System
Installation of Power System to site 220V AC supply
All Install Materials
Total = *

Battery Backup System
To support -48V DC Supply at 1500W
8 Hours backup
Total = *

Installation of Battery Backup System
Installation of Power System to site 220V AC supply
All Install Materials
Total = *

Air Conditioning System
Rated to support up to 6 CT Racks
Total = *

Installation of Air Conditioning System
Powered from 220V AC supply
All Install Materials
Total = *

[*] 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>

MAINTENANCE AND SUPPORT CHARGES

The annual maintenance fees are based on the delivered volume of equipment.

The Annual service fees are defined as follows;
0 - $10M                 = 2.5% of the volume
$10M - $40M       = $250,000 plus 1.3% of the volume exceeding $10M
40M and above            = $640,000 plus 1% of the volume exceeding $40M

The maintenance fee is calculated using the cumulative volume at the end of the
previous 12 month period.
<PAGE>

OTHER MANDATORY SERVICES

Project Management
Turn-key responsibility for the project will require Airspan to create local
project supervision and support resources. The price for these resources will be
based on the volume of equipment delivered.

The price for the 5k (Initial) shall be;
  *   plus 0.5% of equipment value shipped above  *

The price for the 10k (Upgrade) shall be;
  *   plus 0.5% of equipment value shipped above  *

Alternatively;

The price for the 15k (One-Time Project) shall be;
  *   plus 0.5% of equipment value shipped above  *

The equipment value for this calculation is based on the cumulative volume of
shipped equipment at the end of the previous 12-month period.


Radio Planning and Network Design
The Radio Planning and network design phase shall be immediately after contract
signature. The activity will span the whole life cycle of the project.

The planning process will include the following activities:
-   Site/Deployment Area Visit(s)
-   Creation of Digital Terrain and Clutter Databases
-   A Radio Measurement Survey
-   Definition of Deployment Parameters
-   Propagation Predictions
-   Equipment Definition
-   Site Acquisition
-   Network Deployment Plan - Final Report

THE PRICE FOR 5k INITIAL PLUS 10k UPGRADE OR THE 15k RADIO PLANNING AND NETWORK
DESIGN SERVICES SHALL BE *.

In addition Airspan Communications will obtain a digital database of Greater
Colombo, Sri Lanka, based on Satellite Photography and local mapping sources.
THE COST OF THIS DIGITAL DATABASE SHALL BE *. Suntel must purchase this
database at the end of the project.

Site Survey for Radio Planning/Installation Design
A detailed site survey of all locations planned for deployment must be completed
immediately after contract signature. This activity will finalise the site build
plan and confirm any additional works required to prepare the sites for
installation.

The cost per day of the site Survey shall be *. It is estimated that 60
working days will be required to survey all the proposed sites. THIS IS A TOTAL
COST OF *.

Acceptance Testing
Systems Acceptance procedures must be defined before installation works
commence. The cost for Acceptance Testing shall be as follows:

Price per day for acceptance testing = *
-  Site Acceptance (10 sites) = *
-  Mgmt System Acceptance = *
-  System Acceptance (all sites) = *

[*] 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 price for the 5k (Initial) Grand Total = *

The price for the 10k (Upgrade) Grand Total = *

GRAND TOTAL ACCEPTANCE COSTS FOR 5k + 10k = *

OR

The price for the 15k (One-Time Project) Grand Total = *


[*] 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 10 - Training
-------------------

TRAINING SCHEDULE

Two training courses are provided as part of the contract.

The first course (pre-deployment) shall be two weeks in duration and shall be
limited to 12 students. This course may be held at either at an Airspan
Communications location in the UK or at Suntel in Colombo, Sri Lanka.  If the
training is held in the UK, Suntel are responsible for all travel and living
expenses.

The second course (post-deployment) shall consist of ST Installation and
Maintenance and System Operation and Maintenance and shall be 1 week in
duration. This course shall be held in Colombo, Sri Lanka.

The contents of the first training course may be selected from the list below.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
COURSE TITLE                                                   COURSE NUMBER                  DURATION OF
                                                                                             COURSES (DAYS)
-----------------------------------------------------------------------------------------------------------------
<S>                                                            <C>                          <C>
AS4000 Appreciation                                                AS001                           1
-----------------------------------------------------------------------------------------------------------------
AS4000 -                                                          MAS001                           5
Installation, Commissioning and Maintenance
-----------------------------------------------------------------------------------------------------------------
AS4000 Subscriber Terminals (ST) -                               STMAS001A                         1
Installation, Commissioning and Maintenance                      STMAS001B                         1
                                                                 STMAS001C                         1
-----------------------------------------------------------------------------------------------------------------
AS4000 Subscriber Terminals (ST) -                              VSTMAS001A                         1
Installation, Commissioning and Maintenance                     VSTMAS001B                         1
                                                                VSTMAS001C                         1
-----------------------------------------------------------------------------------------------------------------
AS4000 Central Terminal (CT) -                                   CTCAS001                          3
Installation and Commissioning
-----------------------------------------------------------------------------------------------------------------
AS4000 Central Terminal (CT) -                                   CTMAS001                          2
Maintenance
-----------------------------------------------------------------------------------------------------------------
AS8100 (Sitespan) -                                               SSOA001                          2
Installation, Commissioning and System Operation
-----------------------------------------------------------------------------------------------------------------
AS4000 Demand Assignment -                                        MDA001                           3
Installation, Commissioning and Maintenance
-----------------------------------------------------------------------------------------------------------------
AS4000 - Multiline -                                              MASM001                          2
Installation, Commissioning and System Operation
-----------------------------------------------------------------------------------------------------------------
AS8300 Management System -                                       EMSAS001                          2
System Support
-----------------------------------------------------------------------------------------------------------------
AS8300 Management System -                                       EMOAS001                          2
System Operators
-----------------------------------------------------------------------------------------------------------------
Litespan 120 - Channel Bank -                                     MLS001                           2
Installation, Commissioning and Maintenance
-----------------------------------------------------------------------------------------------------------------
CP600/800 -                                                        CP601                           2
Operations and Maintenance
-----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>


TRAINING COURSES

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


                                                                    Page 2 of 70
<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


                                                                    Page 3 of 70
<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


                                                                    Page 4 of 70
<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


                                                                    Page 5 of 70
<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


                                                                    Page 6 of 70
<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


                                                                    Page 7 of 70
<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


                                                                    Page 8 of 70
<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


                                                                    Page 9 of 70
<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


                                                                   Page 10 of 70
<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


                                                                   Page 11 of 70
<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


                                                                   Page 12 of 70
<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


                                                                   Page 13 of 70
<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


                                                                   Page 14 of 70
<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


ANNEX 11 -  Documentation
-------------------------

One paper set, and one CD-ROM of the Full Documentation Set shall be provided
free-of-charge. Suntel shall have the rights to make limited copies of this
documentation for internal purposes only.

The full set of documentation is as follows;

Document #         AS4000 Fixed Assignment
                   -----------------------
605-0000-430       System Overview
605-0000-431       Operations And Maintenance
605-0000-432       Central Terminal - I & C
605-0000-433       Central Terminal - Antenna/Feeder I & C
605-0000-435       Material Return and Repair
605-0000-436       Subscriber Terminal - I & C
605-0000-428       Central Terminal - Level Control Unit Operators Manual

                   AS4000 Demand Assignment
                   ------------------------
605-0000-450       DA System Overview


                                                                   Page 15 of 70
<PAGE>


605-0000-452       DA Central Terminal - I & C
605-0000-453       Access Concentrator - I & C
605-00-454         DA Subscriber Terminal - I & C
605-00-455
                   AS8100 Sitespan
                   ---------------
605-0000-427       AS8100 Sitespan
605-0000-449       AS8100 Release Description

In addition to the Standard documentation set, Airspan shall also provide
details of all Base Station, Access Concentrator and Sitespan configurations in
the following reports:

1)  Site Survey Report
2)  Initial Pre-Deployment Radio Planning Report
    .  Pre-deployment Coverage Predictions
    .  Extended Frequency Sweep Reports (If required).
3)  Base Station Construction Report
    .  Includes "As Built" documentation showing positions of all CT and AC
       racks, Cables, Antenna Feeders and Tower mounting positions, and shall
       also include diagrams showing all interconnection wiring.
4)  Site Acceptance Test Report (for each Base Station)
5)  Post Deployment Radio Planning Report
    .  with Coverage Predictions and Service Area definitions
    .  with Base Station Optimisation recommendations
6)  System Acceptance Test Report

ANNEX 12 -  Spare Parts
-----------------------

The spare parts required to implement and maintenance the network defined by
this contract are as follows:

Airspan shall hold these spare parts during the 18 month Warranty period, which
starts after System Acceptance. Spares are provided according to Clause 10.1 and
10.3 in the main contract.  After this Warranty period has expired Suntel must
either;

1)  Purchase a Set of Spares
2)  Purchase the Spares Management Service.

Spare parts marked with a * shall be held at Suntel's premises to ensure that
the replacement part is available immediately.

Physical Racks and Shelves                                                 Qty
--------------------------                                                 ----
mech-rack                      rack+ cabling                                1
mech-comb                      combiner shelf                               1
mech-fa4                       4 fa modem shelves                           -
mech-da2                       2 da ct or ac shelves                        -
mech-da1                       1 da ct or ac shelf                          -
rack-alarm                     alarm unit for AC or CT expansion rack       1
mech-dashelf                   DA Modem shelf                               1
mech-da-ctrack                 DA CT Rack c/w comb shelf & 2 DA shelves
mech-da-ctexp                  DA CT Expansion Rack c/w 2 DA shelves
mech-acrack                    AC Rack c/w 1 AC shelf
mech-fa-ctrack                 FA CT Rack
mech-fa-ctrack4                FA CT Rack c/w comb shelf & 4 x MS
mech-acshelf                   AC shelf                                     1

Plug-in Units
-------------
rf-combmon                     RF Combiner Monitor + psu                    1
rf-combpsu                     RF Combiner psu                              -
rf-pa          c               Power amp C band                             3*
rf-pa          s               Power amp S band                             -
rf-pa          x               FA CT Power amp X band                       -
rf-psu                         rf shelf PSU                                 6


                                                                   Page 16 of 70
<PAGE>


<TABLE>
<CAPTION>
<S>                            <C>                                                               <C>
rf-txf         c                      RF TX filter C band                                        -
rf-txf         s                      RF TX filter S band                                        -
rf-txf         x                      RF TX filter X band                                        -
rf-diplna      c                      rf DIP/LNA C band (Suitable for Dual DIP/LNA Combiner)     6*
rf-diplna      s                      rf DIP/LNA S band                                          -
rf-diplna      x                      rf DIP/LNA X band                                          -
rf-rf          c                      rf card C band                                             6*
rf-rf          s                      rf card S band                                             -
rf-rf          x                      rf card X band                                             -
lcu                                   Level control unit, cables and splitters                   1
fa-sc                                 FA Shelf Controller                                        4
fa-modem                              FA Modem Card                                              8
fa-au                                 FA Analogue card                                           4*
fa-tu                                 FA TU                                                      4*
da-tu                                 DA TU card (XTU/CTU/DTU)                                   3*
da-sc                                 DA Shelf Controller (CT & AC)                              3
da-modem                              DA Modem Card                                              6
da-au                                 DA AU card                                                 3*
da-modem-psu                          DA Modem Shelf PSU                                         6
ac-xtu                                AC XTU card                                                2*
ac-ctu                                AC CTU card                                                2*
ac-tu8                                AC TU8 Card                                                2
ac-sc                                 AC Shelf Controller                                        2
ac-psu                                AC Shelf PSU                                               4
ac-cu                                 32kbit/s ADPCM Compression Unit                            -

Antenna Systems
---------------
ct-ant-dir65                          65 deg Directional Antenna                                 2
ct-ant-install                        Installation Kit                                           2
ct-ant-feeder                         antenna feeder cable (2x50m, shipped as 100m reel)         -

Subscriber Terminals
--------------------
st-ext-i1                             Outdoor CRU (ST-I1)                                        3
st-int-r2                             ST-R2 Int. Terminal+Antenna+Cable+PSU                     10
st-int-b1                             ST-B1 Int. Terminal+Antenna+Cable+PSU                      3
st-int-r16                            ST-R16 Int. Terminal+Antenna+Cable+PSU                     1
st-int-l128                           Indoor D128 Terminal+Antenna+Cable+PSU+I/f converter       3
st-ext-d128                           Outdoor CRU (ST-D128)                                      3

Subscriber Terminal Accessories
-------------------------------
st-cable                              Drop Cable (CRU)                                           6
st-acpsu                              Indoor PSU (type 4) with batteries                         2
st-brickpsu                           Indoor PSU w/o battery backup                              -
st-bat                                Battery (pair) (CRU)                                       5
st-jb                                 Junction Box                                               5
st-aclead                             Mains Lead                                                 5
st-converter                          Converter Unit for D128                                    3
st-test-lead                          Test Access leads                                          5
st-80m-drop-kit                       CRU & CP bracket, cable grips, 80m drop cable, kit         5
st-d128psu                            Uprated D128 PSU w 80m drop capability                     2
</TABLE>

ANNEX 13 -  Test Equipment
--------------------------


                                                                   Page 17 of 70
<PAGE>


Airspan shall provide two (2) sets of the Test equipment, free of charge, to
enable Suntel to maintain and operate the Airspan WLL System. This Test
equipment is defined below:

All other Test equipment that Airspan may choose to use during the turn-key
construction of the network shall be taken back by Airspan after System
Accepatance.

Required Tools for Central Terminal and Access Concentrators
------------------------------------------------------------
 .  Combination Spanners: 8 mm, 13 mm, 17 mm, & 19 mm.
 .  Spirit Level: 18 inch.
 .  Pozidriv:  No 1 x 75 mm.
 .             No 2 x 100 mm
 .             No 3 x 150 mm.
 .  Screwdriver, flat blade: 3 mm x 100 mm.
 .  Screwdriver, flat blade: 5.5 mm x 100 mm.
 .  Screwdriver, flat blade: 8 mm x 150 mm.
 .  Hammer, Ball Pein: 1lb.
 .  Drill Bits, Masonry: 11 mm, 12 mm, 13 mm.
 .  Ratchet Crimp Tool for red, blue and yellow insulated crimps.
 .  Crimp Tool type 6A with VQ dies for co-ax connectors.
 .  Cordless Drill/Driver.

Required Equipment for Central Terminal
---------------------------------------
 .  Digital Multimeter     Fluke 77 or similar
 .  Coupler Test Lead      Lead with SMA connector
 .  RF Power Meter         Marconi  6970
 .  Power Sensor           Marconi  6932

Note: If commissioning a CT without an LCU, a test CRU is required with the
following additional test equipment.
 .  1 x Test CRU                     ACC("Battleship CRU") Part No.: 503-0300-001
 .  4 x 30dB Attenuators;            1W Suhner 6830-19-A
 .  1 x 11dB Variable Attenuator     HP8499B
 .  3 x 2 Way Power Divider          Narda 4313-2
 .  1 x 50 ohm Termination 1W        Suhner 65 SMA-50-0-1
 .  1 x 50 ohm Termination 15W       Suhner 6515.17.A
 .  2 x Adaptor;  N-SMA              Suhner 33N-SMA-50-1
 .  1 x Adaptor;  N-SMA              Suhner 31N-SMA-50-1
 .  1 x Adaptor;  Female-Female      Suhner 32 SMA-50-0-1
 .  5 x Co-ax Cables                 Suhner Sucoflex  104;  0.5m
 .  2 x Suhner Sucoflex              104;  4.0m


Required Tools for Subscriber Terminal Installation
---------------------------------------------------
 .  Combination Spanner              13mm
 .  Ratchet and Socket               17mm
 .  Spirit Level                     18 inch.
 .  Screwdriver                      Pozidrive        No 1 x 75mm
 .  Screwdriver                      Pozidrive        No 2 x 199mm
 .  Screwdriver                      Pozidrive        No 3 x 150mm
 .  Screwdriver                      Flat Blade       3mm x 100mm
 .  Hammer                           Ball Pein        1lb
 .  Ratchet Crimp Tool               for Red, Blue, Yellow Insulated Crimps
 .  Drill/driver                     Cordless - with depth gauge   Hilti
 .  Drill Bit   Masonry              6mm
 .  Drill Bit   Masonry              10mm
 .  Ladder - Triple                  Fully Extended 7 metre minimum
 .  Cable Stripping Tool             RS Standard Cable Stripper 547-442
 .  Auto Trim Termination Tool       RS Auto Trim Termination Tool 197-952


                                                                   Page 18 of 70
<PAGE>

Required Equipment for Subscriber Terminal Installation
-------------------------------------------------------
 .  Digital Multimeter      Fluke 77 or similar
 .  Test Telephone          *Note 1
 .  Compass
 .  CRU Generic Test Cable (External CRU only).
 .  2 adapters are provided per CT rack installation.  ACC 454-0000-182

Installers may not be familiar with the local environment and topographical
conditions, it is necessary to provide each installer with a map of the local
area. A compass for use when determining the exact bearing of the CT location is
also necessary.


ANNEX 14 -  Logistics
---------------------

The responsibility for logistics during the implementation of this contract are
defined below:

1)  Customs Paperwork
-  Suntel are responsible for obtaining all paperwork required to permit the
importation of the equipment into Sri Lanka

2) Transportation
-  Airspan shall be responsible for the transportation of all goods from the UK
   to Colombo, Sri Lanka.
-  Airspan shall be responsible for Customs Clearance in Colombo.
-  Airspan will be responsible for the delivery of all equipment to site.

3) Access and Permissions

-  Suntel shall be responsible for providing Access to all sites. Airspan shall
   if necessary, arrange for special equipment to enable access for the
   installation of equipment (for example: lifting equipment / hoists required
   to get Base Stations into position).

-  Access shall be provided on a 24 hour a day, 7 days a week basis during the
   implementation of the contract (up to System Acceptance)
-  Suntel shall per responsible for obtaining all permissions related to
   installation, radio planning and Site / System Acceptance activities of this
   project.
-  Suntel are responsible for obtaining all Radio Licenses and Permissions.
-  Airspan shall be responsible for the cleanliness and clean-up of the site
   during and after site installation.
-  Airspan shall be responsible for ensuring that no unplanned interruptions to
   other Suntel equipment at the site during site installation.
-  Airspan shall also obtain permission from Suntel before any planned
   interruption.



ANNEX 15 -  Quality
-------------------

The attached document details Airspan Quality Management Procedures.

Airspan intends to use this methodology in the all design and assembly,
installation, maintenance and repair of telecommunication equipment and systems
provided to Suntel as part of this contract.


                                                                   Page 19 of 70
<PAGE>

[LOGO OF AIRSPAN]

                                    Quality
                                    Manual





Approved for issue by:

Title                  Name                Signature        Date
-----                  ----                ---------        ----
Originator
Quality Manager      R.E.Woollard
____________________________________________________________________
Management
Chief Operations
Officer             Eric Stonestrom
____________________________________________________________________

____________________________________________________________________



Document History
------------------------------------------------------------------------------
Revision:        Date:      Detail
==============================================================================
A                Feb        First Release
                 `98
------------------------------------------------------------------------------


                                                                   Page 20 of 70
<PAGE>

0.  Contents
------------

<TABLE>
<CAPTION>
Content
Page.
<S>                                                                        <C>
0.     CONTENTS...........................................................  1

1.0    INTRODUCTION.......................................................  2

    1.1  Scope............................................................  2
    1.2  Purpose..........................................................  2
    1.3  Authority........................................................  2
    1.4  Issue of the Manual..............................................  2
    1.5  Review...........................................................  3

2.0    REFERENCES.........................................................  3

    2.1  Procedures.......................................................  3
    2.2  Standards........................................................  3

3.0    AIRSPAN QUALITY POLICY.............................................  3

4.0    ORGANISATION.......................................................  4

    4.1  RESPONSIBILITIES AND AUTHORITY...................................  4
    4.2  DETAILED ORGANISATION CHARTS.....................................  4

5.0    QUALITY POLICIES & RESPONSIBILITIES................................  5

    5.1  MANAGEMENT RESPONSIBILITY........................................  5
    5.2  QUALITY SYSTEM...................................................  6
    5.3  CONTRACT REVIEW..................................................  8
    5.4  DESIGN CONTROL................................................... 10
    5.5  DOCUMENT AND DATA CONTROL........................................ 12
    5.6  PURCHASING....................................................... 14
    5.7  CUSTOMER SUPPLIED PRODUCT........................................ 16
    5.8  PRODUCT IDENTIFICATION AND TRACEABILITY.......................... 17
    5.9  PROCESS CONTROL.................................................. 18
   5.10  INSPECTION AND TESTING........................................... 20
   5.11  CONTROL OF INSPECTION, MEASURING AND TEST EQUIPMENT.............. 22
   5.12  INSPECTION AND TEST STATUS....................................... 24
   5.13  CONTROL OF NON-CONFORMING PRODUCT................................ 25
   5.14  CORRECTIVE AND PREVENTIVE ACTION................................. 27
   5.15  HANDLING, STORAGE, PACKAGING, PRESERVATION AND DELIVERY.......... 29
   5.16  CONTROL OF QUALITY RECORDS....................................... 31
   5.17  INTERNAL QUALITY AUDITS.......................................... 32
   5.18  TRAINING......................................................... 33
   5.19  SERVICING........................................................ 35
   5.20  STATISTICAL TECHNIQUES........................................... 37
</TABLE>

<PAGE>

1.0  Introduction
-----------------

     This manual outlines the policy of the Company relating to its Quality
     Management System: a system of processes designed, managed and controlled
     to achieve quality of products and services.

     The Airspan Communications Limited Quality System is designed to operate
     within the requirements of BS EN ISO 9001:1994

1.1  Scope
     This Quality Manual applies to all activities performed at Airspan
     Communications Limited.

     It covers design and assembly, installation, maintenance and repair of
     telecommunication equipment and systems.

1.2  Purpose

     The purpose of this Quality Manual is to document the policies operated
     within the Company which have been established and implemented to assure
     the Quality of products and services.

     The policies are implemented by Policy and Procedure documents identified
     in section 5.0 of this manual.

1.3  Authority
     This manual is issued under the authority of the Chief Executive Officer.

1.4  Issue of the Manual
     Controlled copies of the Manual will be numbered and registered.

     The Quality Manager is responsible for controlling the issue of revisions
     of this Manual, withdrawal of obsolete information and maintenance of this
     Manual.

     Uncontrolled copies may be distributed to organisations or persons at the
     discretion of the Quality Manager.  These will be current at the date of
     issue only and will not be subject to amendment action.

     Controlled manuals will be updated and revised as required.

<PAGE>

1.5  Review
     The Manual will be reviewed annually and the Quality System audited over a
     rolling 12 month period to affirm the current practices conform to the
     policies set out in the manual.

2.0  References
---------------

2.1  Procedures
     As detailed in section 5. of this manual.

2.2  Standards
     BS EN ISO9001 - Quality systems:  Model for quality assurance in design,
                         development, production, installation and servicing.

3.0  AIRSPAN QUALITY POLICY
---------------------------------

     Airspan Communications Corporation is committed to designing wireless
     access products that meet our customer requirements, both now and in the
     future; to on time delivery of defect free products and services, and to
     continuously evaluate the effectiveness of all processes.

     We will build a culture where quality is inherent in all our thoughts and
     actions, allowing creativity in design, excellence in performance and
     confidence in our commitments.

<PAGE>

4.0  ORGANISATION
-----------------


4.1  RESPONSIBILITIES AND AUTHORITY
     The major functions in the Company are shown in the chart below.

                           [FLOW CHART APPEARS HERE]

<TABLE>
<S>                   <C>                 <C>                <C>                 <C>                  <C>
                                                       --------
                                                       Chairman
                                                       --------
                                                -----------------------
                                                Chief Executive Officer
                                                -----------------------

--------------------  -----------------   ----------------   ------------------  -------------------  --------------------
Engineering Director  Product Management  Finance Director   Contracts Director  Production Director  Business Development
--------------------  ------------------  ----------------   ------------------  -------------------  --------------------
    ---------------                         ---------------   ----------                         -----------------    -----
    Quality Manager                         Human Resources   IT Manager                         Customer Services    Sales
    ---------------                         ---------------   ----------                         -----------------    -----
</TABLE>

     Respective responsibilities, where appropriate, are defined in the relevant
     sections of this manual.

     This Manual will be reviewed as soon as possible following the
     implementation of a significant functional change in the Company.

4.2  DETAILED ORGANISATION CHARTS

     Detailed charts showing the personnel responsible for Company functions,
     their relative authorities and inter-relationships are created as
     appropriate by individual managers.

<PAGE>

5.0       QUALITY POLICIES & RESPONSIBILITIES
---------------------------------------------


5.1    MANAGEMENT RESPONSIBILITY


5.1.1  Scope
       This policy defines the company's commitment to quality.

5.1.2  Reference
       BS EN ISO 9001 Requirement 4.1.

5.1.3  POLICY
       The quality policy of Airspan Communications is detailed in section 3 of
       this Manual.

       The Company is committed to achieve this policy through the
       implementation and maintenance of a Quality Management System. Management
       will ensure that the resources required to implement the Quality
       Management system will be identified and made available. This includes
       the assignment of trained personnel for management, performance of work
       and verification activities including internal quality audits.

       This commitment seeks continual improvement of the system. Senior
       management will review the Quality Management System on an annual basis
       to ensure its continued effectiveness.

       The Quality Management System is implemented through the Company's
       organisation described in section 3 of this Manual.

       The Company is committed to ensuring that all staff are adequately
       trained and accept responsibility for the quality of their work.

       Management will ensure that records are maintained documenting all
       verification, audit, assessment and review activities in the Company and
       recording any Customer complaints and actions taken.

5.1.4  RESPONSIBILITIES
       It is the responsibility of the Quality Manager to review the Quality
       Management System and to provide feedback to Senior Management at the end
       of each calendar year. It is the responsibility of the Chief Executive
       Officer to provide resources, including personnel, necessary to implement
       and maintain the Quality Management System.

       The Quality Manager has the executive authority and responsibility for
       ensuring that the quality requirements of the Company, including those of
       BS EN ISO 9001 are implemented and maintained in the Company.

       All managers are responsible for ensuring that their staff are conversant
       with the Airspan's Quality Policy and with its Quality Management System,
       as expressed in this Manual.

       All staff are responsible for ensuring that any complaints from the
       Customer are directed to the Quality department.

5.1.5  DOCUMENTS IMPLEMENTING THIS POLICY
       Refer to Section 2.0 of this Manual

       P00001  Procedure for maintaining appropriate skills within Airspan
       Communications
       P20005  Regional Technical Assistance Centre Operating Procedure
       P90006  Internal Quality Audit & Review

<PAGE>

5.2    QUALITY SYSTEM

5.2.1  SCOPE
       This policy defines the quality system operated by Airspan Communications
       Limited to ensure that all products conform to specified requirements.

5.2.2  REFERENCE
       BS EN ISO 9001 Requirement 4.2.

5.2.3  POLICY
       The Company will operate a Quality Management System based on documented
       policies and procedures.

       The Quality System is structured in three levels.

       Level One - is documented as this Quality Manual and contains the Airspan
       policies and responsibilities relating to the Quality System requirements
       of ISO 9001.  The Level One documentation is published as this manual.

       Level Two - contain the Operating Procedures of the Company that are
       referenced to the Quality System requirements of BS EN ISO 9001. The key
       documents are referred to in the various sections of this manual entitled
       "Documents Implementing this Policy".  The Level Two documentation is
       published in "Procedures Manual" binders.

       Level Three - is the function specific support documentation (e.g. a
       local instruction), which are distributed, controlled and maintained by
       the function managers concerned.

       The "Quality Manuals" and "Procedures Manual" binders are distributed and
       maintained on a controlled basis by the Quality Department and shall be
       located in accessible locations on the site.

       Where appropriate to meet customer requirements, Quality Plans will be
       prepared.  Otherwise the requirements for quality are documented by
       reference to the procedures identified in and from this Manual.

<PAGE>

5.2.4  RESPONSIBILITIES
       The Quality Manager bears the prime responsibility for establishing and
       maintaining an effective and economic quality system.

       He will resolve any conflicts or difficulties involved in the
       implementation of the Quality System and will ensure that any corrective
       action necessary to prevent recurrences of system shortcomings or non-
       conformance is implemented.

       All function Managers are responsible for the proper implementation and
       maintenance of the Company operating procedures in their area and for
       such supportive documentation as may be necessary.

       It is the responsibility of all members of staff to familiarise
       themselves with all the current Quality System requirements and to ensure
       that these are observed accordingly in a timely manner.

5.2.5  DOCUMENTS IMPLEMENTING THIS POLICY

       P90000  Procedures Manual - contents
       P90004  Quality Documents Specification Control

<PAGE>

5.3    CONTRACT REVIEW

5.3.1  SCOPE
       This policy defines the way in which customer requirements will be
       established and reviewed.

5.3.2  REFERENCE
       BS EN ISO 9001 Requirement 4.3

5.3.3  POLICY
       Company bids, tenders and quotations will be reviewed to ensure that the
       company's responses to customer requirements are as clear and concise as
       possible.

       Customer orders will be reviewed to ensure that the requirements are
       adequately defined and documented, to identify any differences between
       the order and the original quotation, and to determine the Company's
       ability to meet the specified requirements. Where a deviation from this
       Quality Manual is required to meet a Customer specific requirement, it
       shall be detailed in a Customer specific Quality Plan.

       During their progress (including post-delivery) contracts will be
       reviewed as often as necessary to ensure that agreed customer
       requirements are being met, and that any contract changes are properly
       agreed and documented.

       Records of contracts are maintained by the Finance Department.

       Records of bids, tenders and quotations are maintained by the Contracts
       Department.

<PAGE>

5.3.4  RESPONSIBILITIES
       The Chief Executive Officer who in consultation with other directors and
       corporate management, is responsible for the review of the product
       portfolios and the review of customer specific project activities.

       The Financial Director working closely with the Contracts Department, is
       responsible for the co-ordination of contract review activities.

       The Financial Director is responsible for ensuring that every bid,
       tender, quotation and contract is properly authorised in accordance with
       Company policies and procedures.

5.3.5  DOCUMENTS IMPLEMENTING THIS POLICY
       P20011  Project Management Procedure
       P70003  Contract Review Procedure
       P00004  Orders Processing Procedure
       P20010  DSC Customer Service Help
       P20006  Customer Repair, Return & Warranty
       P20012  Installation Workmanship Requirements Manual

<PAGE>

5.4    DESIGN CONTROL

5.4.1  SCOPE
This policy defines the way in which design and development will be controlled
in order to comply with the Company policies and thereby satisfy the customer
requirements.

5.4.2  REFERENCE
       BS EN ISO 9001 Requirement 4.4

5.4.3  POLICY
       It is the policy of the Company to design premier wireless access
       products, that meet our customer requirements, both now and in the
       future.

       In order to achieve our objectives to meet our customer requirements
       the design and development activities will follow a documented
       development lifecycle. This lifecycle covers all areas of design control
       from documenting requirements, up to verifying the conformance of the end
       product prior to release to Manufacture. To ensure the lifecycle is
       followed plans will be created detailing the necessary phases of the
       design, incl. reviews, verification & validation activities.

       Feedback from all relevant sources will be used to improve the quality of
       design and to identify areas for new product development. Where a product
       at Release to Manufacture receives such feedback it shall be the
       responsibility of the Engineering Organisation to perform any redesigning
       activities utilising the documented development lifecycle approach.

       Any design or development activity that is carried out externally will be
       controlled and verified in accordance with the Company's documented
       procedures.

       The design and development functions will be periodically and
       systematically audited as part of the Company's Quality System audit
       programme.

       Audits will be conducted both internally and externally as required.

<PAGE>

5.4.4  RESPONSIBILITIES
       The Engineering Operations Director is responsible for establishing,
       implementing, validating and maintaining all equipment design and
       development procedures.

       It is the responsibility of the Quality Manager to ensure that internal
       and external design and development activities are audited in accordance
       with the Company's audit procedures.

5.4.5  DOCUMENTS IMPLEMENTING THIS POLICY
       P60004  Document Release & Change Control
       P60005  Firmware Verification & Release Procedure
       P60007  Software Design Specifications Guidelines
       P60008  Software Design Proving Procedure
       P60010  Software Code Walkthrough Procedure
       P60011  Preliminary Change Order Procedure
       P60012  Firmware Preliminary Change Order
       P60014  Engineering lifecycle Procedure
       P60015  Design and Document Review Procedure
       P60016  PCB Design Control Procedures
       P60018  Documenting Engineering Test Activity
       P60020  Engineering Project management Procedure
       P60021  Sustaining Engineering Procedure
       P90006  Internal Quality Audit & Review

<PAGE>

5.5    DOCUMENT AND DATA CONTROL

5.5.1  SCOPE
       This policy defines the way in which all documentation and data forming
       part of the quality system will be controlled.

5.5.2  REFERENCE
       BS EN ISO 9001 Requirement 4.5

5.5.3  POLICY

       All documentation and data used to describe the control of the Quality of
       the Company's products and services from conception to final delivery and
       in-service support will be controlled.

       Such documentation and data will include Process Procedures,
       Instructions, Product Specifications, Drawings and Bills of Material. It
       shall also include any relevant documents of external origin - e.g.
       standards, supplier documents, and customer drawings.

       The issue and amendment control procedures will ensure that current
       information is available as required throughout the Company. Obsolete
       information will be promptly withdrawn from use and either stored in a
       suitable archive or destroyed. Where it is necessary to retain
       information for legal, knowledge preservation or reference purposes the
       documentation shall be clearly identified as being obsolete.

       The policy adopted for making all current key procedure documents readily
       available for use is described in section 5.2.3 of this Manual.

<PAGE>

5.5.4  RESPONSIBILITIES
       It is the responsibility of the Quality Manager to ensure that the
       document control procedures are effective in meeting the requirements of
       this policy.

       The Quality Manager is directly responsible for the control of all
       Company procedural documentation.

       The control of product design specifications and engineering build
       documentation is the responsibility of the Engineering Operations
       Director. This is documentation produced within and mainly for the Design
       & Development department.

       The control of marketing support documentation is the responsibility of
       the Product Management and Marketing Director. This covers documentation
       produced within and by the Marketing department (e.g. Marketing
       Requirement Documents and Installation and Commissioning Documents).

       Function specific support documentation is controlled by the function
       managers concerned. Local/work instructions are included in this
       documentation.

       It is the responsibility of all Company personnel originating, acquiring
       or amending any process or material that falls within the scope of
       controlled documentation to ensure that such activities are recorded in
       accordance with the document control procedures.

5.5.5  DOCUMENTS IMPLEMENTING THIS POLICY
       P60004 Document Release and Change Control
       P90004 Quality Documents Specification Control

<PAGE>

5.6    PURCHASING


5.6.1  SCOPE
       This policy defines the controls on the purchase of materials and
       services used in the assembly and supply of the Company's products.

5.6.2  REFERENCE
       BS EN ISO 9001 Requirement 4.6

5.6.3  POLICY
       All purchased materials and services required for the production,
       installation and servicing of Airspan products, will be the subject of
       written purchase orders processed through a third party purchasing
       organisation (i.e. DSC Communications). These purchase orders will
       clearly describe the following requirements:

       a)  The type, class, grade or other precise identification;

       b)  The title or other positive identification, and applicable issue of
       specifications, drawings, process requirements, inspection instructions
       and other relevant technical data including requirements for approval or
       qualification of product, procedures, process equipment and personnel;

       c)  Where appropriate, the title, number and issue of the quality system
       standard to be applied to the product.

       Wherever possible the Company will procure materials or services from an
       evaluated source acceptable to the Company.

       Such evaluation will be carried out in accordance with the Company's
       procedure.

       A list of vendors is maintained on the Approved Vendors List (AVL) which
       shows their status and any conditions of use. Supplier quality problems
       will be investigated and recorded for periodic assessment review
       purposes.

       The results of evaluations and the relevant past and subsequent levels of
       supplier performance will be used to determine the extent of receiving
       inspection necessary before acceptance of the supplies by the Company.

       The Company's rights to verify products at source and to specify product
       release methods are specified in its conditions of purchase.  Source
       verification and product release requirements will be considered during
       the contract review process.

       The Company recognises the Customers' right to also verify, by
       arrangement, products and services provided by the Company from whatever
       source.

5.6.4  RESPONSIBILITIES
       The personnel delegated by the Chief Executive Officer and the Finance
       Director, are the only persons with the authority to commit the Company
       to expenditure before orders can be committed to the Purchasing
       Organisation.

       It is the responsibility of the Quality Manager to ensure that the
       procedures established for the control of the purchasing activity are
       implemented and maintained by the Purchasing Organisation.

       The Quality Department is responsible ensuring that vendors are evaluated
       prior to being entered onto the AVL.

       The appropriate design or product engineers are responsible for ensuring
       that material specifications will allow product specifications to be met.

<PAGE>

       It is the responsibility of the Quality Manager to co-ordinate the
       evaluation of any vendor quality system, and any source verification
       activity required.

5.6.5  DOCUMENTS IMPLEMENTING THIS POLICY
       P10004 Purchase Requisition & Purchase Order
       P90007 Vendor Quality Assessment & Selection

<PAGE>

5.7    CUSTOMER SUPPLIED PRODUCT


5.7.1  SCOPE
       This policy defines the way in which any customer supplied or owned
       product will be controlled.

5.7.2  REFERENCE
       BS EN ISO 9001 Requirement 4.7

5.7.3  POLICY
       All Customer Supplied Product will be checked upon receipt for
       conformance with the delivery note details.

       All items will be positively identified and stored in a designated area.

       Product will only be issued against those orders for which it was
       supplied.

5.7.4  RESPONSIBILITIES
       The Contracts Director is responsible for identifying when contracts
       contain customer supplied or owned product and for communicating such
       information to the appropriate Company personnel.

       The Quality Manager is responsible for ensuring that any Customer
       supplied product is clearly identified and stored appropriately.

5.7.5  DOCUMENTS IMPLEMENTING THIS POLICY
       P70003 Contract Review

<PAGE>

5.8    PRODUCT IDENTIFICATION AND TRACEABILITY

5.8.1  SCOPE
       This policy defines how product identification and traceability will be
       maintained in connection with processes associated with Customer
       products/services.

5.8.2  REFERENCE
       BS EN ISO 9001 Requirement 5.8.

5.8.3  POLICY
       All materials to be used on products destined for a Customer will be
       adequately identified on receipt and during storage, pending issue and
       use.

       All shipped finished products will be allocated with serial numbers these
       will be individually identified to enable full product history to be
       traced.

       Test Results sheets will be completed wherever necessary to document the
       results of tests performed.  Such documents and any Certificates of
       Conformance will be stored by the Company for a minimum period of ten
       years after the products withdrawal from sale. (Refer also to 5.16 of
       this Manual.)

       Sales order history will be maintained for a minimum period of seven
       years. (Refer also to 5.16 of this Manual.)

5.8.4  RESPONSIBILITIES
       All personnel are responsible for observing the requirements of the
       procedures that implement this policy.

       The Engineering Operations Director is responsible for ensuring that the
       requirements for product identification are incorporated in company
       procedure documentation.

       The Customer Services Director is responsible for ensuring traceability
       of product shipped to the Customer.

5.8.5  DOCUMENTS IMPLEMENTING THIS POLICY
       P10003 Goods Receiving Procedure
       P20005 RTAC Operating Procedure
       P70003 Contract Review Procedure
       P90011 Procedures for issuing Certificates of Conformance

<PAGE>

5.9    PROCESS CONTROL

5.9.1  SCOPE
       This policy defines the way in which the processes that directly affect
       the quality of the products and services provided by the Company, will be
       controlled.

5.9.2  REFERENCE
       BS EN ISO 9001 Requirement 4.9

5.9.3  POLICY
       The Company's quality philosophy is implemented by having detailed
       procedural documents defining how all key operations and process controls
       are performed. Procedural documents covering workmanship standards,
       describing the equipment to be used and referring to visual aids, etc.
       will be used for verifying processes are being performed correctly.
       Details of the process quality control checks will be included in the
       procedural documents. Records of quality checks will be used as the basis
       of feedback for process quality improvements.

       Where production is performed by Airspan Engineering; usually for special
       non -released product that is to be shipped to the Customer, the work
       will be carried out against plans which take full account of customer
       requirements. Production will only be performed in special circumstances
       (e.g. supply of variants to standard products), this will be carried out
       against schedules that take full account of customer requirements.

       Any processes that produce results that cannot be readily verified by
       inspection and test at later stages in the process cycle (i.e. special
       processes) will be covered by continuous monitoring. Such processes will
       be qualified and records kept of personnel and equipment employed in
       those processes.

<PAGE>

5.9.4  RESPONSIBILITIES
       The Quality Manager is responsible for checking that the processes as
       detailed in quality procedures are complied with, through audits and
       inspections of processes and product. The Quality Manager is also
       responsible for ensuring any special processes are documented.

       The Customer Services or Engineering Operations Directors are responsible
       for any special production worked within their respective areas or by
       their staff.

5.9.5  DOCUMENTS IMPLEMENTING THIS POLICY
       P20005    Technical Assistance Centre Operating Procedures
       P20012    Installation Workmanship & Practices
       P10003    Goods Receiving Inspection
       P90006    Internal Quality audit & Review
                 W960-0001-001 QA Product Inspection and Audit Procedures

<PAGE>

5.10     INSPECTION AND TESTING


5.10.1   SCOPE
         This policy defines the conduct of inspection and testing activities to
         verify conformance with specified requirements.

5.10.2   REFERENCE
         BS EN ISO 9001 Requirement 4.10

5.10.3   POLICY
         Documented procedures will be provided for receiving inspection,
         product testing, and final inspection activities where appropriate.
         Records will be maintained for such activities for a minimum period of
         ten years. (Refer also to 5.16 of this Manual.)

         All products to be supplied to the Customer will be subject to final
         inspection to ascertain conformance to specified requirements.

5.10.4   RESPONSIBILITIES

         The Manager whose department is providing the material for shipment to
         the Customer is primarily responsible for ensuring that detailed
         procedures are available where necessary as an aid to personnel
         responsible for the conduct of such inspections. Other department heads
         (e.g. Quality, Engineering) will be required to assist that Manager
         with the provision of such information.

         The Quality Manager is responsible for ensuring that these are
         available and maintained in accordance with the issue and change
         control procedures. It is the responsibility of all personnel carrying
         out an inspection activity to observe the established inspection
         instructions and procedures.

         The Quality Manager bears the ultimate authority under Senior
         Management for the release of the Company's products and is responsible
         for the delegation of that authority.

<PAGE>

5.10.5   DOCUMENTS IMPLEMENTING THIS POLICY
         P10003 Goods Receiving Procedure
         P90001 ESD Handling Procedures
         P90011 Procedure for issuing Certificates of Conformance

<PAGE>

5.11     CONTROL OF INSPECTION, MEASURING AND TEST EQUIPMENT


5.11.1   SCOPE

         This policy defines the control of inspection, measuring and test
         equipment used by the Company.

5.11.2   REFERENCE
         BS EN ISO 9001 Requirement 4.11

5.11.3   POLICY
         Equipment whose calibration is current and traceable to national or
         international standards will be provided for the purpose of inspection
         and testing product quality. Such equipment will be furnished in
         response to planned reviews of technical requirements.

         All equipment (including test software) used for inspection, test and
         measurements will be subject to regular calibration, as detailed in the
         appropriate calibration procedure. Calibration equipment will be
         traceable to a national or international standard. Records of
         calibration will be maintained and a system of call-in for calibration
         operated. When equipment is found to be out of calibration, the effect
         of that error on product will be reviewed and appropriate corrective
         action taken.

         Equipment that is not calibrated in-house will only be entrusted to an
         accredited test house that meets the requirements of the Quality
         System.

         The Company's calibration procedures will ensure that all appropriate
         test equipment is identified, its calibration integrity is maintained,
         the use of uncalibrated equipment is strictly controlled, and equipment
         is maintained in-calibration to meet its usage requirements and storage
         conditions.

<PAGE>

5.11.4   RESPONSIBILITIES
         The Quality Manager is responsible for the calibration activity and for
         ensuring that the on-going needs for inspection, measurement and test
         equipment are identified and actioned accordingly.

         It is the responsibility of all personnel to ensure that the equipment
         used is suitable and within its calibration period.

5.11.5   DOCUMENTS IMPLEMENTING THIS POLICY
         P90001 ESD Handling Procedures
         P90002 Calibration of Test Equipment, General Procedure
         P90003 General Power Supply Calibration

<PAGE>

5.12     INSPECTION AND TEST STATUS


5.12.1   SCOPE
         This policy defines the way in which inspection and test status will be
         defined.

5.12.2   REFERENCE
         BS EN ISO 9001 Requirement 4.12

5.12.3   POLICY
         All materials and products will be suitably identified throughout each
         verification stage of development, any special production, and, where
         relevant, installation.

         The inspection and test status of a particular item will be identified
         by the relevant inspection and test records. These may be documented on
         paperwork systems, on an electronic database system, or on a
         combination of both systems.

         Non-conforming products will be clearly identified pending
         investigation and disposition.

         Inspection and test records will enable the identity of the inspection
         authority responsible for the release of the finished product to be
         established.

5.12.4   RESPONSIBILITIES
         The Manager whose staff implement inspection and test activities is
         responsible for the provision and maintenance of detailed procedures
         that implement this policy.

         It is the responsibility of all personnel to observe the requirements
         of the procedures that implement this policy.

         It is the responsibility of the Quality Manager to ensure that the
         procedures required to implement this policy are established and
         observed.

         The Quality Manager bears the ultimate authority for the release of the
         Company's products and is responsible for the delegation of that
         authority.

5.12.5   DOCUMENTS IMPLEMENTING THIS POLICY
         P60018 Documenting Engineering Test Activity
         P90011 Procedure for issuing Certificate of Conformance

<PAGE>

          5.13    CONTROL OF NON-CONFORMING PRODUCT

          5.13.1  SCOPE

                  This policy defines the manner of controlling products
                  (including services) that do not conform to specified
                  requirements.

          5.13.2  REFERENCE

                  BS EN ISO 9001 Requirement 4.13

          5.13.3  POLICY

                  All non-conforming products will, immediately upon detection,
                  be identified and held pending investigation and disposition.

                  Such arrangements will apply to product received from
                  suppliers or from internal or external non-conformance's.

                  All non-conforming products will be reviewed to determine the
                  need for corrective/preventive action and the subsequent
                  product disposition.

                  Repaired and/or re-worked products will be re-tested and re-
                  inspected in accordance with normal documented procedures.

                  Records of all non conformance will be maintained and will be
                  periodically reviewed to establish trends and thereby
                  determine the need for further preventative action.

                  Product that does not conform to the customer's specification
                  will only be used or supplied with the customer's prior
                  knowledge and written consent.

          5.13.4  RESPONSIBILITIES

                  It is the responsibility of all personnel detecting a non
                  conformance to ensure that this is properly identified,
                  segregated and reported.

                  The responsibilities for determining corrective and preventive
                  action and disposition of non-conforming product are defined
                  in the procedures that implement this policy.

<PAGE>

          5.13.5  DOCUMENTS IMPLEMENTING THIS POLICY

                  P20006  Customer Repair, Return & Warranty
                  P20010  Airspan Customer Service Help Desk
                  P50004  Airspan Rework Instruction
                  P90012  Control of non-conforming product
                  P90013  Problem Reporting Procedure.

<PAGE>

          5.14    CORRECTIVE AND PREVENTIVE ACTION

          5.14.1  SCOPE

                  This policy defines the requirement for corrective and
                  preventive action to be initiated, implemented and reviewed
                  for effectiveness.

          5.14.2  REFERENCE

                  BS EN ISO 9001 Requirement 4.14

          5.14.3  POLICY

                  Product, process or Quality System non-conformance's detected
                  will be analysed to determine their magnitude and cause. Any
                  corrective action designed to prevent any further occurrences
                  will be assigned, time limited and followed up to ensure
                  timely and effective implementation. Such action will extend
                  to any non-conformance's found in product received from a
                  supplier, or a customer.

                  Working teams will be formed when required on a short term
                  basis to resolve specific problems.

                  All corrective actions will be recorded and periodically
                  analysed and reviewed to establish the need for further
                  preventative action.

          5.14.4  RESPONSIBILITIES

                  It is the responsibility of all personnel to identify and
                  ensure that all non-conformance's are dealt with
                  expeditiously.

                  The responsibility for the timely implementation of corrective
                  and preventive action agreed upon as a result of a product,
                  process or system non-conformance rests with the personnel to
                  whom such activities have been assigned.

                  Apart from the records of corrective and preventive actions
                  maintained by the personnel involved, the Quality Manager
                  shall maintain copies of all formal corrective/preventive
                  action records and shall audit them to ensure their
                  effectiveness.

<PAGE>

          5.14.5  DOCUMENTS IMPLEMENTING THIS POLICY

                  P90005  Corrective Action Procedure
                  P20010  Airspan Customer Service Help Desk

<PAGE>

          5.15    HANDLING, STORAGE, PACKAGING, PRESERVATION AND DELIVERY

          5.15.1  SCOPE

                  This policy defines the controls employed within the Company
                  for the handling, storage, packaging, preservation and
                  delivery of materials. In most cases these processes will be
                  performed by a third party organisation(e.g.
                  Supplier/Manufacturer) under an Airspan Communications
                  purchase order or business agreement.

          5.15.2  REFERENCE

                  BS EN ISO 9001 Requirement 4.15

          5.15.3  POLICY

                  Material handling arrangements (in documented procedures) will
                  be required during all stages of goods receipt, special
                  assembly, installation, inspection and test where applicable,
                  in order to prevent any risk to material quality.

                  The manner in which material is handled and protected will be
                  subject to specific written instructions where critical
                  handling and transportation considerations are identified
                  (e.g. during a contract review process). These will refer to
                  any special containers, and handling devices will be provided
                  accordingly.

                  Material awaiting use or shipment will be identified and
                  segregated in designated storage areas. Suitable measures will
                  be taken to prevent damage or deterioration including a
                  periodic inspection for material condition.

                  The Company's products will be packed in accordance with
                  prescribed methods and using materials designed to ensure that
                  the product quality is preserved during transit. Order and
                  product identification will be clearly marked and will provide
                  for any contract or carrier requirements.

                  The product description, destination and transit
                  considerations will be specified on the Company's
                  delivery/dispatch note.

<PAGE>

          5.15.4  RESPONSIBILITIES

                  The Manager receiving product is responsible for ensuring that
                  material is properly received, identified, protected, stored
                  and issued in accordance with the prescribed routines in
                  documented procedures.

                  The Manager arranging shipments is responsible for ensuring
                  that products are properly prepared for dispatch and are
                  accordingly identified when shipped from Airspan
                  Communications..

                  The Manager whose staff are handling equipment destined for
                  the Customer is responsible for ensuring that products are
                  correctly handled throughout its time in their area, this
                  shall be in accordance with documented procedures.

                  The Quality Manager is responsible for ensuring that
                  procedures are established, implemented and maintained to
                  enable the requirements of this policy to be achieved.

                  It is the responsibility of all personnel to adopt good
                  material handling practices and for observing the written
                  procedures provided.

          5.15.5  DOCUMENTS IMPLEMENTING THIS POLICY

                  P10003  Goods Receiving
                  P90001  ESD Handling Procedures
                  P20012  Installation Workmanship & Practices

<PAGE>

          5.16    CONTROL OF QUALITY RECORDS

          5.16.1  SCOPE

                  This policy defines the establishment, collection and
                  maintenance of quality records.

          5.16.2  REFERENCE

                  BS EN ISO 9001 Requirement 4.16

          5.16.3  POLICY

                  All essential quality related activity within Airspan
                  Communications Limited will be supported by records that
                  demonstrate the status against specified requirements and the
                  effective operation of the Company quality system.

                  The requirement for particular records will generally be
                  identified in the Company's documented procedures. The
                  retention periods and the authority for the disposal of
                  records will be defined.

                  Records will be suitably stored and maintained to ensure their
                  safe keeping and subsequent retrieval.

                  Access to quality related records will be made available to
                  the customer or his representative or a third party as
                  required.

          5.16.4  RESPONSIBILITIES

                  It is the responsibility of all personnel to ensure that
                  quality related records are compiled in a complete, legible
                  and accurate manner and are correctly filed, stored and
                  preserved in an accessible location.

                  The Quality Manager will co-ordinate any access to the quality
                  records required by the customer, or a third party assessor.

          5.16.5  DOCUMENTS IMPLEMENTING THIS POLICY

                  P00007  Network Computer System Back Up
                  P90004  Documents Specification & Control
                  P90008  Records Retention Requirements

<PAGE>

          5.17    INTERNAL QUALITY AUDITS

          5.17.1  SCOPE

                  This policy defines the conduct of company-wide internal
                  quality audits.

          5.17.2  REFERENCE

                  BS EN ISO 9001 Requirement 4.17

          5.17.3  POLICY

                  Airspan Communications Limited will ensure that all aspects of
                  its Quality System is objectively audited in accordance with
                  documented procedures.

                  These company-wide quality audits will be carried out
                  systematically to a programme established by the Quality
                  Manager that reflects the status and importance of the
                  activities being audited.

                  These company quality audits will take into account any self-
                  audits conducted within a department. Such self-audits,
                  carried out by and for that department's management, check the
                  compliance of that department to its operational and
                  administrative procedures, and its local instructions.

                  Results of the internal quality audits will be recorded and
                  reviewed by management to ascertain that the Quality System is
                  effective in achieving its objectives and continues to
                  implement the Company's policies.

                  Internal quality audits will be conducted by experienced
                  and/or trained personnel who have no direct responsibility for
                  the function being audited.

          5.17.4  RESPONSIBILITIES

                  The Quality Manager is responsible for ensuring that
                  documented procedures are established and maintained to
                  implement this policy.

                  The Quality Manager will co-ordinate the audit activities and
                  is responsible for ensuring that there are sufficient trained
                  auditors to meet the audit programme requirements.

                  The Head of each function being audited is responsible for
                  identifying, investigating, planning and co-ordinating to
                  completion any corrective and preventive action agreed upon as
                  a result of the audit.

          5.17.5  DOCUMENTS IMPLEMENTING THIS POLICY

                  P90006  Internal Quality Audit & Review

<PAGE>

          5.18    TRAINING

          5.18.1  SCOPE

                  This policy defines the arrangements made within the Company
                  to ensure that all personnel are suitably trained for the
                  tasks that they are required to undertake.

          5.18.2  REFERENCE

                  ISO BS EN ISO 9001 Requirement 4.18

          5.18.3  POLICY

                  All tasks within the Company that are adversely affected by
                  the lack of acquired skill will be identified and made the
                  subject of a job specification that reflects the extent and
                  evidence of skill required. This will be used to appraise the
                  level of competence of personnel both before and during
                  engagement by the Company and to identify training needs
                  accordingly.

                  It is Company policy to only recruit personnel who are already
                  competent, skilled and/or trained to undertake the job
                  specified. Subsequent training including quality awareness and
                  product training, will be made available to individuals either
                  to enhance their job performance or to give them greater
                  career opportunities in the Company.

                  Documented procedures shall be available to identify training
                  needs and to provide training for all personnel.

                  The identification of training needs will be accomplished
                  primarily by formal personal objective setting (appraisals)
                  reviews between each employee and his manager.

                  Records will be maintained of authorised training given.
                  Periodic reviews of training requirements will be made to
                  ensure that training remains effective, and to identify needs
                  for retraining.

                  The Company will also carry out training for its Customers to
                  documented procedures. That customer training will be to meet
                  customer requirements and expectations, especially covering
                  the operation and maintenance of Airspan products supplied to
                  customers.

<PAGE>

          5.18.4  RESPONSIBILITIES

                  Function Heads are responsible for identifying training needs
                  and ensuring that only personnel who are suitably qualified
                  perform tasks requiring acquired skill. They are also
                  responsible for ensuring that personnel receive such training.

                  The Human Resources Manager is responsible for establishing
                  and maintaining the appropriate training records and for
                  ensuring that documented procedures are available and
                  maintained to implement this policy.

                  Customer training is the responsibility of the Customer
                  Services Director.

          5.18.5  DOCUMENTS IMPLEMENTING THIS POLICY

                  P00001  Procedure for maintaining appropriate skills within
                  Airspan

<PAGE>

          5.19    SERVICING


          5.19.1  SCOPE

                  This policy defines the servicing, upkeep and maintenance
                  support that the Company will provide for its customers.

          5.19.2  REFERENCE

                  BS EN ISO 9001 Requirement 4.19

          5.19.3  POLICY

                  In line with the Company policies and its total commitment to
                  quality, Airspan Communications Limited seeks to provide for
                  its customers continued product support and after sales
                  liaison.

                  The Company will provide for its customers (via documented
                  procedures) technical, product and applications support, via a
                  Technical Advice Centre and Help-Desk.

                  The Company will ensure that its products meet the immediate
                  requirements of its customers and will work with its customers
                  to establish and meet their future needs.

                  Where required the Company will provide product/system manuals
                  that will detail use, installation, commissioning,
                  maintenance, safety and disposal information.

                  Training will also be made available to customers as required.
                  (See 5.18.3 of this Manual)

<PAGE>

5.19.4  RESPONSIBILITIES
        The Customer Services Director and the Product Management Director are
        responsible for the provision of resources for and the co-ordination of,
        the technical support and customer liaison activities.

        They both are responsible for ensuring that documented procedures are
        established and maintained to implement this policy.

        The Product Management Director is responsible for ensuring that the
        requirements for product/system manuals are identified and for co-
        ordinating the generation and authorisation of the issue of all such
        material.

5.19.5  DOCUMENTS IMPLEMENTING THIS POLICY
        P20010  Airspan Customer Service Help Desk
        P20005  Technical Advice Centre Operating Procedures
        P20006  Customer Repair, Return & Warranty
        P70004  Bid Procedure

<PAGE>

5.20    STATISTICAL TECHNIQUES


5.20.1  SCOPE
        This policy defines the use of statistical techniques within the
        Company.

5.20.1  REFERENCE
        BS EN ISO 9001 Requirement 4.20

5.20.3  POLICY
        Where needed within the Company, statistical techniques will be selected
        to be the most appropriate statistically valid technique for the
        application.

        The techniques used will be defined in documented procedures or
        propriety software will be used against an established standard.

        Where statistical techniques are used for product verification due
        regard will be made to the contractual requirements of the customer.

5.20.4  RESPONSIBILITIES
        It is the responsibility of all staff specifying the use of statistical
        techniques to ensure that the requirements of this policy are complied
        with and appropriate documented procedures are established and
        maintained where applicable.

        It is the responsibility of all persons using statistical techniques to
        observe the relevant procedures or published standards.

5.20.5  DOCUMENTS IMPLEMENTING THIS PROCEDURE
        Currently there are no procedures implementing this policy as no
        requirements for the implementation of statistical techniques have been
        identified.


ANNEX 16 -  System Requirements
-------------------------------

The system requirements shall be as follows;

1) Capacity
The system shall operate from 9 Base Station Sites and 2 Access Concentrator
Sites.
The system shall have the following capacity:
-  405 ISDN Basic Rate Subscriber Terminals
-  405 Data Leased Line Subscriber Terminals
-  3380 64kbit/s Voice Lines

2) System Performance
-  The System shall meet the performance requirements specified in Clause 1 of
   the main contract and the other performance specifications defined in Annex
   1, Annex 2 and Annex 3.

3) Functionality
-  The system shall provide the functionality defined in Annex 1, Annex 2 and
   Annex 3.



ANNEX 17 -  ACCEPTANCE PROCEDURES
---------------------------------

<PAGE>

Introduction

      This Annex defines the methods and procedures by which the Purchaser
      agrees to the Acceptance of Systems delivered and installed by the
      Contractor to fulfil the requirements of the Turnkey Contract. The
      procedure has two stages:
        (i)  Acceptance of Site Installations
        (ii) System Acceptance (Actual Date of Delivery)

      At the successful completion of each stage of testing, the Purchaser shall
      issue the Contractor with Acceptance Certificates that the Contractor
      shall present to the Purchaser when requesting payment.

Turnkey Supply Acceptance

      The Contractor shall agree a program for performing such Acceptance Tests
      that shall test the Wireless Local Loop System to establish that the
      Acceptance Criteria defined in Section ERROR! REFERENCE SOURCE NOT FOUND.
      of this Annex are met. Acceptance of the Wireless Local Loop System shall
      be deemed to have occurred upon the successful completion of the
      Acceptance Tests. The Wireless Local Loop Equipment shall be defined as
      the Wireless Local Loop radios, modem shelves, RF shelves, together with
      ancillaries such as racks, antennae, feeders and cabling necessary to
      build a complete Wireless Local Loop System.

      The Acceptance tests program shall comprise the following steps:
        (i)  Acceptance of Site Installations
        (ii)  System Acceptance

      The Acceptance Criteria with respect to these items (i) - (vi) are
      detailed below:

Factory Acceptance Test

      If required the Contractor shall demonstrate to the reasonable
      satisfaction of the Purchaser, at the Contractor's premises, the complete
      workings of the Wireless Local Loop System as described in Annex 1.

      The Purchaser may decide to waive the Factory Acceptance Tests, or to
      request a substitute demonstration that the Wireless Local Loop components
      proposed can be integrated to form a Wireless Local Loop System. If the
      Purchaser decides to waive the tests, or to substitute demonstration, the
      Purchaser shall give the Contractor at least 30 days notice before the
      scheduled date for the FAT.

      When the Purchaser is satisfied that the Factory Acceptance Tests have
      been completed, he shall issue a Factory Acceptance Test Certificate
      within 24 hours.

Site Acceptance

      The Contractor shall deliver and install the Equipment at the Site(s)
      according to the Installation Standards defined in documentation, Annex
      11, this is termed "Site Installation".

      Upon the Contractor delivering Equipment to a Purchaser Site, the
      Purchaser shall confirm that the Equipment is accompanied by
      documentation, which shall include:
        (i)   list of Equipment and Documentation included in delivery
        (ii)  EMC - Electrical Safety protocols,
        (iii) Protocol of measurement of the system.

      The Contractor upon completing the Site Installation and integration of
      all Equipment on a Site to the central management at the OMC shall request
      a Site Acceptance Meeting. The Site Acceptance Meeting shall be a meeting
      held with representatives from the Contractor and the Purchaser, and shall
      identify whether the Site Installation conforms to the Purchaser's
      standards. The Site Acceptance Meeting shall have three possible outcomes:
        (i)  unconditional Acceptance of the Site Installation by the Purchaser
        (ii) conditional Acceptance of the Site Installation by the Purchaser,
             with a list of failures by the Contractor to conform with the
             Installation Standards, and which shall not cause the next steps in
             deployment to be delayed, that the Contractor shall remedy at the
             Contractor's expense and within an agreed time-table

<PAGE>

        (iii)  rejection of the Site Installation, where the installation
               standard is grossly deficient, such that in the Purchaser's
               reasonable opinion delays to the next steps in deployment would
               be caused, such that the Site Installation Acceptance process
               must be undertaken again within 14 days.

      The Contractor may, subject to Purchaser's agreement, shall use standard
      commissioning tests, together with the additional tests specified by the
      Purchaser and agreed with the Contractor. The commissioning tests when
      taken as Site Acceptance Tests, shall demonstrate at least the following
      functionality of the Wireless Local Loop System:
        (i)    the configuration of connections across the System according to
               the Turnkey Supply specification for the Wireless Local Loop
               System,
       (ii)    the configuration of speech circuits across the System according
               to the Turnkey Supply specification for the Wireless Local Loop
               in Annex 1 and their use to carry a variety of modem links,
               including ITU-T standard V.34-bis modems at 33.6kbit/s and
               industry standard 56kbit/s.
       (iii)   the BER of a channel across the Wireless Local Loop System during
               normal operation condition shall be according the specification,
       (iv)    the supervision of the whole installed Wireless Local Loop System
               from the network control center at Purchasers OMC.
       (v)     the Management System shall operate without software failures
               during the tests according specification,
       (vi)    where Equipment includes duplicated functions such as, but not
               limited to, modem cards, RF and IF functions, power supply units,
               the switch-over to the protection card shall be demonstrated by
               removal of the card, without using the NMS to warn the system.
       (vii)   Installation of a least one ST per RF Interface, at either a
               Purchasers customer site, or a temporary installation at a site
               that the Purchaser has nominated. In all cases the ST may only be
               installed within the predicted coverage area.

      Once the Site Installation has been unconditionally accepted by the
      Purchaser, the Purchaser shall issue a Site Acceptance Certificate, signed
      by the Purchaser Representative within 24 hours.

System Acceptance (Actual Date of Delivery)

      After completion of all Site Installations and optimisation of the system,
      or when the Purchaser shall indicate that the level of conditional
      Acceptance warrants proceeding to the next stage, the WLL System shall be
      tested for the System Acceptance.

      The System Acceptance Test shall cover all features and services as agreed
      in the contract and shall be conducted on the complete Turnkey Supply. The
      System shall operate without any major failure during the System
      Acceptance test. The Final Acceptance Test shall demonstrate at least the
      following functionality:
       (i)     the connection of all Equipment to the central management
       (ii)    integration of FA Airspan equipment and the DA Airspan equipment.
       (iii)   Voice and ISDN functionality based on connection to the switch.
       (iv)    the configuration of connections across the System according to
               the Turnkey Supply specification.
       (v)     the error-free transmission of data across the Wireless Local
               Loop System during normal operation condition.
       (vi)    the management system shall operate without software failures
               during the tests and according specification
       (vii)   subscriber database handling
       (viii)  where Equipment includes duplicated functions such as, but not
               limited to, modulator, RF and IF functions, power supply cards,
               the switch-over to the protection card shall be demonstrated by
               removal of the card, without using the NMS to warn the system.
       (ix)    Actual system radio coverage meets predicted coverage levels.

<PAGE>

     The results of the test shall be one of three possible conditions:
       (i)    unconditional System Acceptance of the WLL System by the Purchaser
       (ii)   conditional System Acceptance of the WLL System by the Purchaser,
              with a list of failures by the Contractor to conform with the
              expected results, with failures which would impact the deployment
              of the network, but not completely disable it. The Contractor must
              remedy the faults at the Contractor's expense and within an agreed
              timetable
       (iii)  rejection of the System, where tests fail in such a way that in
              the Purchaser's reasonable opinion demonstrate that the network
              cannot be successfully deployed by the Purchaser. The errors must
              be corrected and the Final Acceptance process must be undertaken
              again within 14 days.

     Once unconditional System Acceptance of the WLL System by the Purchaser has
     been agreed, the Purchaser shall issue a Certificate of Acceptance of
     Completion of Field Trial Tests signed by the Purchaser Representative
     within 24 hours.

     Once the Purchaser issues the Certificate of Acceptance Actual Date of
     Delivery shall be achieved.

1.1. System Acceptance Test Conditions

     The System Acceptance Test certificate will be issued and singed off under
     the following conditions.

     No severity 1 fault and a maximum of 5 severity 2 faults are open
     (specification of severity code see table below)




<TABLE>
<CAPTION>
=================================================================================================================
Severity Code Classifications
-----------------------------------------------------------------------------------------------------------------
Severity Code      Description                         Handling Procedure during Final Acceptance Test
-----------------------------------------------------------------------------------------------------------------
<S>                <C>                                 <C>
Technical          Purchaser is experiencing a major   Final Acceptance Test will be stopped immediately and a
Severity 1         or catastrophic system outage       trouble report will be issued. Final Acceptance Test will
                   that prevents their business or     only continue after a workaround solution (downgrade to
                   Purchasers from functioning.        severity 2) or a final solution is available
                   A severe system outage causing a
                   major function to continuously
                   fail, or to fail on a consistent
                   basis and there is no work around
                   or recovery action possible.
=================================================================================================================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
=============================================================================================================
Severity Code Classifications
-------------------------------------------------------------------------------------------------------------
<S>            <C>                                 <C>
Technical      Severe system outage causing a      Final Acceptance Test will continue and a trouble report
Severity 2     major function to periodically      will be issued. Final Acceptance Test will be stopped if
               fail but that is recoverable.       more then 10 TR with severity 2 are issued and a solution
               More specific, failures of          or work around for at least 5 off them is not available
               individual protocol forwarding      within 10 working days. A severity 2 fault without work
               interface failures or               around solution will be upgraded to severity 1 after 15
               communication failures that         working days
               result in loss of system            Missing functions or services as specified in the
               functionality.                      contract will automatically get a severity 2
               Purchaser is experiencing a
               problem that results in the
               product not meeting technical
               specifications and is disruptive
               to the operations or impacts
               company provided services.
               Business can continue
               uninterrupted, although
               performance may be degraded and
               company provided services
               impacted.
-------------------------------------------------------------------------------------------------------------
Technical      Minor function does not work        Final Acceptance Test will continue and a trouble report
Severity 3     properly or a non-disruptive        will be issued. Missing installations will be upgraded to
               error has been encountered. New     severity 2 after 15 working days
               installations that have not yet
               been successfully brought on-line
               are also categorized as a
               Severity 3.
               Purchaser is experiencing a
               problem and requires technical
               advice or a recommendation for
               the most optimal solution.
               Severity 3 calls are regarding a
               problem that has a reliable
               work-around available and slight
               current impact on the operational
               environment.
-------------------------------------------------------------------------------------------------------------
Technical      Indicates that the system is        Final Acceptance Test will continue and a trouble report
Severity 4     apparently operating                will be issued.
               successfully, but the Purchaser
               requires additional information
               to improve utility or management
               of the network. This category may
               include feature requests,
               recommendations for improved
               documentation or the need for
               additional understanding of the
               system.
               Purchaser is experiencing a
               minor, non-disruptive error or
               function that has little
               operational impact. Request for
               general information.
-------------------------------------------------------------------------------------------------------------
Note: The Severity classification on Trouble Reports may be reclassified if it is determined that
the impact of the problem on the Purchaser's network has increased or decreased.
=============================================================================================================
</TABLE>


ANNEX 19 -  Share of Responsibilities
-------------------------------------

<PAGE>

The responsibilities for this contract shall be as defined below:

<TABLE>
<CAPTION>
                                                                                Airspan  Suntel
                                                                                -------  ------
<S>                                                                             <C>      <C>
Project Management                                                                 P       -
Radio Planning and Network Design                                                  P       -
Site Preparation                                                                   -       P
Access to Sites                                                                    -       P
Transportation of Equipment                                                        P       -
All Permission and Radio License                                                   -       P
Antenna System Rigging                                                             P       -
Test Equipment for I&C, Site and System Acceptance Tests                           P       -
Installation and Commissioning (Base Station)                                      P       -
Installation and Commissioning (Subscriber Terminals during Site Acceptance)       P       S/1/
Installation and Commissioning (Subscriber Terminals after Site Acceptance)        -       P
Installation and Commissioning (Management System)                                 P       S/2/
Site Acceptance Testing                                                            P       -
System Acceptance Testing                                                          P       -
Integration Testing with Host Switch                                               S/3/    P
Management Communication Links between AC and OMC                                  -       P
Network Maintenance (after Site Acceptance, before System Acceptance)              S/4/    P
System Operation (After Site and System Acceptance)                                -       P
</TABLE>

Prime Responsibility = P, Secondary Responsibility = S


ANNEX 20 -  Local Support and Subcontractors
--------------------------------------------

Airspan propose the following local support structure:

Airspan shall recruit a full-time "Country Manager", based in Colombo. The
Country Manager shall be the primary contact for all project related work. The
Country Manager shall have a staff of two engineers, again full-time employees.
These staff shall be dedicated to this project.

Other Project Management Support shall be provided by staff based in the UK, who
will make regular trips to Sri Lanka, in order to make progress reports.

During the Access Concentrator, Management System and Base Station installations
and Site Acceptance phases, two UK based, Customer Service Engineers shall be
permanently based in Sri Lanka, in order to Supervise all Physical Installation
works, perform System Commissioning and Site Acceptance Testing.

All Radio Planning, Site Survey and System Optimisation shall be undertaken by
Airspan employees based in the UK, who will be based in Colombo for the short
periods to undertake these activities.

We will be assisted by a single Subcontractor. This subcontractor shall be:

Metropolitan Telecom Services (Pvt) Ltd.
No. 85 Braybrooke Place

___________________________
/1/ Suntel must provide locations for ST installation to enable Site Acceptance.
In the case that Suntel cannot provide a location for ST installation, Suntel
must nominate a location for the temporary deployment of the ST.
/2/ Suntel have the responsibility to provide RS-232C links, operating at 9.6
kbit/s, between the location of the Access Concentrators and the OMC.
/3/ Suntel have the responsibility for Switch configuration and Datafill to
enable integration to occur. Suntel must develop the numbering plan and provide
details to Airspan for Access Concentrator Datafill.
/4/ Airspan will provide secondary support for operation and maintenance during
the Limited Commercial service phase (between Site and System Acceptance).

<PAGE>

Colombo 2
Sri Lanka

This subcontractor shall be responsible for the following activities:
 .    Warehousing of Equipment before Installation.
 .    Transportation of Equipment to Site.
 .    Fabrication of Antenna Mounting Equipment.
 .    Antenna Rigging and Feeder Installation.
 .    Physical Installation of the Base Station (Overhead / Floor Mounting).
 .    Cabling of Power, E1s to DDF, and RS-232 Management links.
 .    Disposal of Equipment Packaging.
 .    Creation / Modification of Site "As built" drawings.

Airspan employees shall supervise all works that the contractor may perform.



Annex 21 - Operations and Maintenance
-------------------------------------


AS8100 Sitespan is a distributed control system for managing the Airspan AS4000
WLL Systems.

Sitespan allows equipment at several sites to be configured and monitored from a
single remote station and allows several stations to connect to a single site
simultaneously.

Sitespan has the following features:
 .    An intuitive graphical user interface(GUI) to access all products and
     services.
 .    Real time display, propagation and logging of equipment alarms throughout
     the managed site network.
 .    Easy site to site network navigation.
 .    logging of all operations performed on managed equipment as well as
     equipment states.
 .    support for multiple users to simultaneously monitor sites.
 .    support for multiple sites to be monitored simultaneously.
 .    access to sites from either dialup modem links or network connections.
 .    multi-level Undo of all operations in each user session.

Sitespan has two distinct components:
 .    A Server that is directly connected and associated with the equipment
     racks.
 .    An Equipment View that supplies the user interface.

These two components can run either on the same machine or on separate machines

The Sitespan Server is the Sitespan component responsible for monitoring and
controlling the telecommunications equipment connected to it.

The Server communicates with the equipment shelves in their respective native
control languages to issue commands or collect status. The Server is instructed
to carry out these management duties by commands from connected Equipment Views.

The Server's job is to translate Sitespan commands received from users at
Equipment View terminals into command sequences in the native languages of the
connected equipment. These sequences are issued to the equipment shelves and
responses from the shelves are translated into Sitespan status messages before
being sent to all connected Equipment Views.

Once a Server has been instructed to configure its connected equipment, it will
manage the equipment regardless of whether any Equipment Views continue to be
connected. All

<PAGE>

operations and alarms are written to a transaction log file located on the
Server machine maintaining a complete record of status.

The Equipment View application is the user interface through which equipment at
all sites on a Sitespan network can be controlled or monitored. Several
Equipment Views can be connected to a single Server, allowing geographically
disparate groups of users to manage equipment at a particular site. Also, each
Equipment View can connect to several Servers, allowing individual users to
manage equipment at a number of different sites.


                            [DIAGRAM APPEARS HERE]
                       Sitespan Graphical User Interface


If two or more Equipment Views are connected to the same site Server, the
consequences of changes made by one user can be seen by all others. For example,
if a user creates a set of subscribers for a shelf, the new subscriber records
will appear in the Subscriber Views on all Equipment Views. Sitespan is able to
do this because all persistent site equipment information is held only at the
Server, with the Equipment View simply viewing it. Thus when the Server database
is altered by a change in site equipment status, this change is propagated
across all of the Equipment Views.

The Equipment View can be run on the same machine as the Server, or on a remote
machine connected to the Server by a modem or network link. Although several
Equipment Views can be connected to a Server, no more than one instance of a
Server or an Equipment View can execute on a single machine.



ANNEX 22 - Vendor Financing
---------------------------

The payment terms given in the main body of the contract are only source of
Vendor Financing. Please refer to Clause 14 for further details.

ANNEX 23 - Insurance
--------------------

Airspan shall be responsible for all insurances up to the point where the "Title
and Risk" transfer to Suntel. This is defined in the contract as Site
Acceptance.

<PAGE>

ANNEX 24 -  Availability
------------------------

For the purposes of meeting the contracted performance, as defined in clause 2,
the following definition of availability shall be used:


"Full operation" is defined as the ability of a subscriber terminal to place and
received voice calls and data calls, or maintain 64kbit/s leased line
connections.

If a subscriber, using a Subscriber Terminal, is prevented from full operation
then the number of minutes the subscriber is prevented is deemed to be an
"unavailable minute".

The failure of full operation shall generally be due to a failure of a hardware
or software component.

To calculate the System Availability the following formulae is used:

Total Minutes per Year - Total Subscriber Unavailable Minutes
--------------------------------------------------------------
                  Total Minutes per Year

This value is expressed as a percentage.


This calculation explicitly excludes "unavailable minutes" due to the following
                 -------------------
events, which also may cause a loss of full operation

1)   Radio Link Fades, caused during the natural operation of any radio system.
     The frequency of these fade is directly related to the Fade Margin with
     which the subscriber terminal is installed.
2)   Blocking caused by contention on a resource, such as the Radio Interface on
     a Demand Assigned Voice RF channel.
3)   Interference caused by external / unknown sources, or re-configuration of
     the system by Suntel.


ANNEX 25 -  Definition of Service Effecting Errors
--------------------------------------------------

For the purpose of meeting contractual requirements the following classes of
"Service Effecting Errors" shall be used.

Critical Major Service Effecting Error
-    Failure or problem that effects more than 16 customers, and prevents normal
     system operation (such as the placing or receiving of calls).

Non-Critical Major Service Effecting Error
-    Failure or Problem that effects between 1 to 16 customers and prevents
     normal system operation (such as the placing or receiving of calls).

Minor Service Effecting Error
-    Failure or problem effects one or more users. Normal operation is possible
     with restrictions, such as increased blocking or unusually high levels of
     call failure.

Non-Service Effecting Error
-    Failure or problem does not impact the normal operation of the system (i.e.
     the placing or receiving of calls) but may prevent normal maintenance or
     management.


Annex 26
--------

<PAGE>

                      Airspan Communications Corporation

      --End User Software and Equipment Documentation License Agreement--

     The rights and privileges granted under this Software and Equipment
Documentation License Agreement (the "License Agreement") relate solely to
Airspan Software and Airspan Equipment Documentation provided for use on Airspan
Equipment or Airspan Systems that are lawfully acquired from Airspan
Communications Corporation or any affiliate thereof (collectively "Airspan"), as
well as from an authorized Distributor or Reseller of Airspan Equipment or
Airspan Systems (collectively "Airspan Distributor").

     For the purposes of this License Agreement, "Distributor" means an
independent business entity that is authorized by Airspan to distribute or
resell Airspan Equipment, Airspan Software and Airspan Systems within a defined
territory. Airspan Distributors are not sales or legal representatives or agents
of Airspan. No rights whatsoever shall convey to an entity that does not take
lawful possession of Airspan Equipment, Airspan Software, Airspan Systems and
Airspan Equipment Documentation from Airspan or an authorized Airspan
Distributor, regardless of execution and return of this License Agreement.

     Airspan has expended considerable financial and personnel resources in
developing, marketing and supporting Airspan Equipment Documentation and Airspan
Software.  Airspan Equipment Documentation and Airspan Software are confidential
and proprietary to Airspan, and are owned solely and exclusively by Airspan.
The End User (an entity that has acquired lawful possession of Airspan
Equipment, Airspan Software, Airspan Systems or Airspan Equipment Documentation
from Airspan or an authorized Airspan Distributor) acquires neither express nor
implied rights to use, utilize or otherwise manage the disposition of Airspan
Equipment Documentation and Airspan Software, except as provided specifically in
this License Agreement.

     The following terms shall have the following meanings in this License
Agreement:

1.1. "Airspan Equipment" means telecommunications equipment that is manufactured
or supplied by Airspan or a Airspan Distributor.

1.2. "Airspan Equipment Documentation" means any and all Airspan Equipment and
Airspan Software user or operator manuals, configuration manuals, installation
and configuration guides, user guides, specifications and other such
illustrative materials, in any tangible or intangible form, including
electronic, electro-optical, recorded tape and CD-ROM media.

1.3. "Airspan Software" means any digital instruction sequences or control data
contained on any media, including but not limited to, any magnetic-,
electronic-, optical-, or organic device, and the term Airspan Software shall
include any enhancement, modification, extension, part, portion or expansion
thereof or implementation or downloading from network of any of the foregoing,
for use exclusively on Airspan Equipment.

1.4  "Airspan System" means an arrangement of Airspan Equipment which, when
interfaced with Airspan Software, is operable to perform predetermined
functions.

     Airspan hereby grants End User, upon execution and return of this License
Agreement in the manner specified below, a personal, non-exclusive, non-
transferable license to use Airspan Software and Airspan Equipment Documentation
exclusively with Airspan Equipment and/or Airspan Systems, as may be applicable,
that are lawfully obtained from Airspan or a Airspan Distributor, and to make
one (1) copy of Airspan Software solely for archival purposes.  The license
rights granted herein are applicable solely to the

<PAGE>

corresponding number of Airspan Equipment and/or Airspan Systems for which such
rights have been procured by End User.

     End User agrees that it shall: (a) not alter, merge or adapt any portion of
the Airspan Software in any way, including reverse engineering, disassembling,
or decompiling Airspan Software or the functioning of any Airspan Equipment or
Airspan Systems, or permit others to do the same without the prior written
consent of Airspan; (b) not reproduce, modify, copy or transmit to other persons
or entities any aspect of Airspan Equipment Documentation or Airspan Software,
or make available Airspan Equipment Documentation or Airspan Software to other
persons or entities to reproduce, modify, copy or transmit to other persons or
entities any aspect of Airspan Equipment Documentation or Airspan Software; (c)
limit access to Airspan Equipment Documentation and Airspan Software to its
employees having a legitimate "need to know" in connection with their respective
job responsibilities; (d) take no less than reasonable measures to maintain the
confidentiality of the contents of Airspan Equipment Documentation and Airspan
Software, and treat such Airspan Equipment Documentation and Airspan Software
with no less than the same degree of care that End User takes with its own
confidential or proprietary information; (e) not perform or release benchmarks
or other comparisons of the Airspan Software; (f) not export or re-export
Airspan Software from the country in which it was received from Airspan or a
Airspan Distributor without the appropriate United States government license;
and (g) return to Airspan all originals and copies of Airspan Equipment
Documentation and Airspan Software upon sale, exchange or other disposition of
Airspan Equipment or, at Airspan's sole discretion provided to End User in
writing, confirm in writing to Airspan that all originals and copies of Airspan
Equipment Documentation and Airspan Software in End User's possession or control
have been destroyed.

If the End User breaches this License Agreement, Airspan may terminate the
license granted herein with immediate effect, whereupon the End User shall
return to Airspan all Airspan Software and copies thereof within 10 days.  The
Airspan Software may contain authorization keys and license control utilities
which may not be modified or made inoperable by the End User.

This License Agreement also comprises any third party software forming part of
the Airspan Software delivered hereunder, it being understood that ownership to
such third party software is with Airspan's licensors but that the third party
licensor's warranties, guarantees, liabilities, and indemnities relating to such
software do not extend to the End User or the End User's use thereof.

The following additional license conditions shall apply to the End User's use of
any Airspan Software delivered hereunder that is management Software.  The End
User (a) may not transfer the Airspan Software to a computer, location, or site
other than that or those, for which the Airspan Software is licensed, or change
the CPU capacity of the computer without the prior written consent of Airspan,
provided, however, that the End User on a temporary basis only may transfer the
Airspan Software to another computer system in the event that the computer for
which the Airspan Software has been licensed becomes inoperable; and (b) shall
maintain adequate records of the installation, location, and site of the Airspan
Software and make such records available to Airspan or the relevant third party
licensor at Airspan's request.

     This License Agreement sets forth the entirety of the rights that are
conveyed to End User incident to Airspan Equipment Documentation and Airspan
Software. No modifications, additions or deletions to the terms of this License
Agreement can be undertaken by Airspan Distributors or End User, and any and all
attempts to do so shall not be null and void, as well as unenforceable.

     The license granted under this License Agreement is effective only upon
execution of the License Agreement by an authorized End User representative and
return of the original executed License Agreement to the Airspan Distributor
from which the Airspan Software or Airspan Equipment Documentation was obtained.

Agreed and Accepted this _______ day of _______________, 19____.

<PAGE>

_________________________________________
              Signature

_________________________________________
             Printed Name

_________________________________________
             Company Name

_________________________________________
            Street Address

_________________________________________
          City/State/Province

_________________________________________
          Country/Postal Code


ANNEX 27 -  Project Organisation
--------------------------------

Airspan shall implement the following organisations to deliver and implement WLL
System, and support Suntel after System Acceptance.

In Country Support (after System Acceptance)
--------------------------------------------

                           [FLOW CHART APPEARS HERE]

                         -----------------------------
                            Airspan Country Manager
                                      TBA
                                Project Manager
                                   and Sales
                         -----------------------------

               ----------------------         -------------------------------
                  Systems Engineer                   Systems Engineer
                        TBA                                TBA
                 Installation Works             Operations and Maintenance
               ----------------------         -------------------------------


All employees will be full-time and permanently based in Sri Lanka. Airspan will
establish a local office with facilities for local test, return and repair and
storage of spares.

Project Implementation (up to and including System Acceptance)
--------------------------------------------------------------

The local organisation will depend on UK based project support for most of the
implementation phase. This group will be organised as follows:

<PAGE>

                           [FLOW CHART APPEARS HERE]

                            -----------------------
                                  Paul Senior
                            Regional Director, Asia
                             Airspan Communications
                            -----------------------

--------------------------                ----------------------
       Minesh Patel                                TBA
      Senior Manager                          Senior Manager
Technical Project Planning                Customer Service, Asia

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

---------------------        ------------------------  -------------------------
    Sunil Patel                     Ian Stokoe                Barry Porter
     Consultant                   Site Supervisor           Site Supervisor
   Radio Planning            and System Commissioning  and System Commissioning
and Technical Support         Local Project Planning
---------------------        ------------------------  -------------------------


All are Airspan employees, and will be assigned to this project on a full-time
basis during the implementation phase, up to and including System Acceptance.
The Site Supervisors will be on-site for all installation works, including those
carried out by our sub-contractors.

During the Implementation Phase
-------------------------------

The activities of the UK based project support organisation shall be
supplemented by our sub-contractor, Metropolitan Telecom Services. This group
shall support the physical installation, antenna and feeder rigging, and all
site cabling.

This group is lead by Mr. R. H. Samarakone, Director who is assisted by Mr. B
Somasiv, Asst. General Manager.

ANNEX 28 -  Bill of Quantity
----------------------------

The detailed parts list has been broken down into the four shipment phases.

Please Note: Final parts numbers will only be confirmed after manufacturing has
completed.

<TABLE>
<CAPTION>
                          SUNTEL (PHASE 1A)
                          SALES ORDER SO0xxx
                          AS 4000 Equipment (C2 Band)

Part No.                 Description                                                                 Qty
-------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                                                                         <C>
                         Directional antenna
503-0700-094             65 degree antenna (DUAL PORT)and mountings (C band)                          12
Buy-in                   50 Ohm N-type termination                                                    12
605-0000-114             Feeder Install Kit                                                            6
454-0000-050             Feeder cable                                                                 12


                         CT Rack + RF Plug in cards                                                    6
                         Consisting rack of:
605-0000-378+            Rack hardware with 2 FA modem shelves (powder coat painted)                   1
503 0300 063             EPI PSU                                                                       3
503-0300-045             C2 - RF Diplexer and LNA                                                      2
303-0043 900             Combiner Mon                                                                  1
303-0043 901             Combiner Mon PSU                                                              1
503 0300 051             Dual Power Amplifier to include packaging                                     2
TBA                      Dual DIP/LNA update kit, 2 short rf cables, 2off 2 Way splitters and          1
                         sticky pads

                         FA Modem Shelf Card set (ISDN) for 1 RF carrier                               6
                         Each set consisting of:
303-0040-904             AU card                                                                       1
303-0042-903             SC card                                                                       1
303-0041-907             TU card                                                                       1

303-0093-900             CT RF card (C2 band)                                                          1
303-0039-903             Modem Card (Voice/ISDN)                                                       8

                         FA Modem Shelf Card set (Data) for 1 RF carrier                               6
                         Each set consisting of:
303-0040-904             AU card                                                                       1
303-0042-903             SC card                                                                       1
303-0004-915             TU card                                                                       1

303-0093-900             CT RF card (C2 band)                                                          1
303-0039-900             Modem Card (Data)                                                             8

                         DA Expansion rack                                                             6
                         Each rack consisting of:
xxx-xxxx-xxx             Expansion "carcus" rack with cables and power distribution panel and          1
                         "standard" Expansion rack vent and blanking panels

503-0020-011             DA modem shelf (powder coat painted)                                          1
403-0000-300             Blanking panels for FA modem shelf (to fill in for non-fitted DA              2
                         shelf)

                         DA Modem Shelf Card set for 1 RF carrier                                      6
                         Each set consisting of:
303-1007-900             DA AU card                                                                    1
303-1008-900             DA SC card                                                                    1
303-1002-900             DA TU card                                                                    1
303-0093-920             DA CT RF card (C2 band)                                                       1
303-1003-900             DA Modem Card                                                                 5
261-1000-287             DA Shelf PSU                                                                  2
                         DA Access Concentrator rack                                                   4
                         Each rack consisting of:
xxx-xxxx-xxx             Access Concentrator "carcus" rack with cables and                             1
                         power distribution paneland "standard" AC rack vent
                         and blanking panels
503-0020-038             DA Access Concentrator shelf (powder coat painted)                            2

                         DA Access Concentrator rack                                                   1
                         Each rack consisting of:
xxx-xxxx-xxx             Access Concentrator "carcas" rack with cables and                             1
                         power distribution paneland "standard" AC rack vent
                         and blanking panels

503-0020-038             DA Access Concentrator shelf (powder coat painted)                            1
403-0010-206             75mm Blanking Panel                                                           1
403-0010-137             100mm Blanking Panel                                                          1
403-0010-067             500mm Blanking Panel                                                          1

                         DA Access Concentrator Shelf Card set for 1 RF carrier                        9

                         Each set consisting of:
303-1008-900             DA SC card                                                                    1
303-1002-900             DA TU card                                                                   2?
261-1000-287             DA Shelf PSU                                                                  2

                         ST-I1 (ISDN) FA subscriber terminal equipment                                30
                         Each ST consisting of:
503-0700-155             ST-I1 FA CRU C2 band                                                          1
403-0000-286             CRU Mounting bracket                                                          1
454-0000-162             5 pair drop cable (25m)                                                       1
605-0000-019             CRU fastner kit                                                               1
605-0000-185             Type 2 PSU 230V ac                                                            1
203-0002-002             Batteries                                                                     2
218-9700-013             Mains cable (UK plug)                                                         1

                         ST-D128 (DATA) FA subscriber terminal equipment                              30
                         Each ST consisting of:
605-0000-538             ST-D128 FA CRU C2 band                                                        1
403-0000-286             CRU Mounting bracket                                                          1
454-0000-184             6 pair drop cable (25m)                                                       1
605-0000-019             CRU fastner kit                                                               1
005-9472-050             Type 4A PSU                                                                   1
218-9700-013             Mains cable (UK plug)                                                         1

                         Data Converter                                                               30
                         Each consisting of:
605-0000-383             AM3 Data converter                                                            1
218-9700-013             Mains cable (UK plug)                                                         1

                         ST-R2 (2 line Voice DA subscriber terminal equipment                         30
                         (external electronics)
                         Each ST consisting of:
503-0030-005             ST-R2 FA CRU C2 band                                                          1
403-0000-286             CRU Mounting bracket                                                          1
454-0000-162             5 pair drop cable (25m)                                                       1
605-0000-019             CRU fastner kit                                                               1
605-0000-185             Type 2 PSU 230V ac                                                            1
203-0002-002             Batteries                                                                     2
218-9700-013             Mains cable (UK plug)                                                         1

                         Misc items for CT racks
xxx-xxxx-xxx             LCU data "breakout" cable for the FA modem shelf                             12
                         management ports

                         Sitespan
Special                  Special configuration PCs required                                            1
                         2 Clients, 9 Servers, Rack Mounted

                         SUNTEL (PHASE 1B)
                         SALES ORDER SO0xxx
                         AS 4000 Equipment (C2 Band)

Part No.                 Description                                                                  Qty
------------------------------------------------------------------------------------------------------------
                         Directional antenna
New Part No.             65 degree antenna (SINGLE PORT) and mountings (C band)                        18

605-0000-114             Feeder Install Kit                                                             9
454-0000-050             Feeder cable                                                                  18


                         CT Rack + RF Plug in cards                                                     9
                         Consisting rack of:
605-0000-378+            Rack hardware with 2 modem shelves (powder coat painted)                       1
503 0300 063             EPI PSU                                                                        3
503-0300-045             C2 - RF Diplexer and LNA                                                       2
303-0043 900             Combiner Mon                                                                   1
303-0043 901             Combiner Mon PSU                                                               1
503 0300 051             Dual Power Amplifier to include packaging                                      2
TBA                      Dual DIP/LNA update kit, 2 short rf cables, 2off 2 Way splitters and           1
                         sticky pads

                         FA Modem Shelf Card set (ISDN) for 1 RF carrier                                9
                         Each set consisting of:
303-0040-904             AU card                                                                        1
303-0042-903             SC card                                                                        1
303-0041-907             TU card                                                                        1

303-0093-900             CT RF card (C2 band)                                                           1
303-0039-903             Modem Card (Voice/ISDN)                                                        8

                         FA Modem Shelf Card set (Data) for 1 RF carrier                                9
                         Each set consisting of:
303-0040-904             AU card                                                                        1
303-0042-903             SC card                                                                        1
303-0004-915             TU card                                                                        1

303-0093-900             CT RF card (C2 band)                                                           1
303-0039-900             Modem Card (Data)                                                              8

                         DA Expansion rack                                                              9
                         Each rack consisting of:
xxx-xxxx-xxx             Expansion rack with cables and power distribution panel and "standard"         1
                         Expansion rack vent and blanking panels

503-0020-011             DA modem shelf (powder coat painted)                                           1
403-0000-300             Blanking panels for FA modem shelf (to fill in for non-fitted DA shelf)        2

                         DA Modem Shelf Card set for 1 RF carrier                                       9
                         Each set consisting of:
303-1007-900             DA AU card                                                                     1
303-1008-900             DA SC card                                                                     1
303-1002-900             DA TU card                                                                     1
303-0093-920             DA CT RF card (C2 band)                                                        1
303-1003-900             DA Modem Card                                                                  5
261-1000-287             DA Shelf PSU                                                                   2

                         Misc items for CT racks
xxx-xxxx-xxx             LCU data "breakout" cable for the FA modem shelf management ports              9

                         SUNTEL  ( PHASE 1C )
                         SALES ORDER SO0xxx
                         AS 4000 Equipment (C2 Band)

Part No.                 Description                                                                  Qty
-----------------------------------------------------------------------------------------------------------
                         Directional antenna
New Part No.             65 degree antenna (SINGLE PORT) and mountings (C band)                        24

605-0000-114             Feeder Install Kit                                                            12
454-0000-050             Feeder cable                                                                  24


                         CT Rack + RF Plug in cards                                                    12
                         Consisting rack of:
605-0000-378+            Rack hardware with 2 modem shelves (powder coat painted)                       1

503 0300 063             EPI PSU                                                                        3
503-0300-045             C2 - RF Diplexer and LNA                                                       2
303-0043 900             Combiner Mon                                                                   1
303-0043 901             Combiner Mon PSU                                                               1
503 0300 051             Dual Power Amplifier to include packaging                                      2
Tom Reynolds             Dual DIP/LNA update kit, 2 short rf cables, 2 off 2 Way splitters              1
                         and sticky pads

                         FA Modem Shelf Card set (ISDN) for 1 RF carrier                               12
                         Each set consisting of:
303-0040-904             AU card                                                                        1
303-0042-903             SC card                                                                        1
303-0041-907             TU card                                                                        1

303-0093-900             CT RF card (C2 band)                                                           1
303-0039-903             Modem Card (Voice/ISDN)                                                        8

                         FA Modem Shelf Card set (Data) for 1 RF carrier                               12
                         Each set consisting of:
303-0040-904             AU card                                                                        1
303-0042-903             SC card                                                                        1
303-0004-915             TU card                                                                        1

303-0093-900             CT RF card (C2 band)                                                           1
303-0039-900             Modem Card (Data)                                                              8

                         DA Expansion rack                                                             12
                         Each rack consisting of:
xxx-xxxx-xxx             Expansion rack with cables and power distribution panel and                    1
                         "standard" Expansion rack vent and blanking panels

503-0020-011             DA modem shelf (powder coat painted)                                           1
403-0000-300             Blanking panels for FA modem shelf (to fill in for non-fitted DA               2
                         shelf)

                         DA Modem Shelf Card set for 1 RF carrier                                      12
                         Each set consisting of:
303-1007-900             DA AU card                                                                     1
303-1008-900             DA SC card                                                                     1
303-1002-900             DA TU card                                                                     1
303-0093-920             DA CT RF card (C2 band)                                                        1
303-1003-900             DA Modem Card                                                                  5
261-1000-287             DA Shelf PSU                                                                   2

                         Misc items for CT racks
xxx-xxxx-xxx             LCU data "breakout" cable for the FA modem shelf management ports             12

                         SUNTEL (PHASE 2)
                         SALES ORDER SO0xxx
                         AS 4000 Equipment (C2 Band)

Part No.                 Description                                                                  Qty
-----------------------------------------------------------------------------------------------------------
                         Subscriber Terminals                                                         350

TBA                      ST-B1 Basic Rate ISDN Subscriber Terminal                                     30
                         (External Antenna - Internal Radio Electronics)

TBA                      ST-L128 128kbit/s Leased Line Data Subscriber Terminal                        30
                         (External Antenna - Internal Radio Electronics)

TBA                      ST-R2 - Dual Line Subscriber Terminal                                        290
                         (External Antenna - Internal Radio Electronics)

                         SUNTEL (PHASE 3)
                         SALES ORDER SO0xxx
                         AS 4000 Equipment (C2 Band)

Part No.                 Description                                                                  Qty
-----------------------------------------------------------------------------------------------------------
                         Subscriber Terminals                                                         290

TBA                      ST-R2 - Dual Line Subscriber Terminal                                        290
                         (External Antenna - Internal Radio Electronics)

                         SUNTEL (PHASE 4)
                         SALES ORDER SO0xxx
                         AS 4000 Equipment (C2 Band)

Part No.                 Description                                                                  Qty
-----------------------------------------------------------------------------------------------------------
                         Subscriber Terminals                                                         315

TBA                      ST-R2 - Dual Line Subscriber Terminal                                        290
                         (External Antenna - Internal Radio Electronics)

TBA                      ST-M16 - Multiple Line Subscriber Terminal                                    25
                         (External Antenna - Internal Radio Electronics)
</TABLE>

ANNEX 29 -  Year 2000 Compliance
--------------------------------

The attached document gives Airspan's Year 2000 Compliance.

Quality Assurance
Customer Notice



To our valued Customer,

<PAGE>

                         Airspan Year 2000 Compliance
                         ----------------------------

In response to numerous requests for information regarding Airspan equipment and
Year 2000 compliance. The following statement details the status of our
equipment:

Airspan - The AS4000 product (previously known as Airspan) does not contain any
real time clock and therefore compliance to Year 2000 is not applicable.

Sitespan - The AS8100 (previously known as Sitespan) operates using the system
clocks, which are provided, via Microsoft(R) Window NT(C). It is a condition
that the PC used shall be loaded with either Window NT(C) version 4.0 with the
year 2000 fixes as supplied by Microsoft, or version 5.0.

In response to the individual rules detailed in DISC PD2000-1, Airspan can
confirm that:

Rule 1    There will be no interruption in operation prior to, during or after
          the year 2000 due to the change in century.
Rule 2    Date based functionality will behave consistently when provided with
          an acceptable clock from the operating system as detailed above.
Rule 3    The date data is displayed explicitly as a four-digit year.
Rule 4    As confirmed by Microsoft Windows NT, versions as detailed above;
          recognise Year 2000 as a leap year.


Signed on behalf of Airspan Communications Ltd


/s/ Richard Woollard

Richard Woollard
Quality Manager