<PAGE>   1
                                                                   Exhibit 10.22

                          TRITON NETWORK SYSTEMS, INC.

                                SUPPLY AGREEMENT

             This Supply Agreement (the "Agreement") is made as of
                      April _, 2000 (the "Effective Date")
 between Triton Network Systems, Inc., ("Seller", also referred to as "Triton")
        a Delaware corporation with its principal place of business at:
                            8529 South Park Circle,
                             Orlando, FL; USA 32819
                                      and
   CAVU, Inc. ("Buyer" and includes Buyer's Affiliates) a Georgia corporation
                    with its principal place of business at:
                         4525 Vineland Road, Suite 209
                          Orlando, Florida; USA 32811.
 In consideration of the mutual covenants contained herein, the Parties agree as
                                    follows:



           TRITON NETWORK SYSTEMS, INC. SUPPLY AGREEMENT NUMBER:_____



                                 Confidential
                                                                   Page 1 of 45

<PAGE>   2

ARTICLE 1. DEFINITIONS



As used in this Agreement, the following terms have the following meanings:

1.01     "ACCEPTED" with respect to the delivery of the Products to Buyer,
         means that the applicable shipment has been inspected by Buyer, the
         paperwork, including the packing list, accurately matches the shipment
         and the shipment matches the Buyer's Purchase Order or other written
         delivery instructions.

1.02     "AFFILIATE" means any entity listed in Exhibit 1, attached hereto or
         any entity which is a parent or subsidiary of a Party or which is
         controlled by or under common ownership or control of a Party.

1.03     "AGREEMENT" means this Supply Agreement and the Exhibits attached
         hereto, as may be amended from time to time.

1.04     "ADDITIONAL TERM" has the meaning set forth in Article 3 of this
         Agreement.

1.05     "ASSIGNMENT" means the form of Agreement as set forth in Exhibit 8 of
         this Agreement, which will be signed by Buyer, Seller and any person
         to whom Buyer assigns rights to any Products purchased pursuant to
         this Agreement, which Products are used in a network sold or
         transferred to Buyer.

1.06     [*]

1.07     "BASIC ANNUAL SOFTWARE SUPPORT FEE" has the meaning set forth in
         subsection 8.03 of this Agreement.

1.08     "BASIC ANNUAL SOFTWARE SUPPORT" has the meaning set forth in
         subsections 8.03 and 8.04 of this Agreement.

1.09     "CHANGE ORDER" has the meaning set forth in subsection 5.05(b) of this
         Agreement.

1.10     "CONFIDENTIAL INFORMATION" means all information including, without
         limitation, specifications, drawings, documentation, know-how, and
         pricing information, of every kind or description, which may be
         disclosed by either Party to the other Party in connection with this
         Agreement, provided the disclosing Party shall clearly mark all such
         information disclosed in writing as the confidential property of the
         disclosing Party and the disclosing Party shall identify the
         confidential nature of any such information which it orally discloses
         at the time of such disclosure and shall provide a written summary of
         the orally disclosed information to the recipient.

1.11     "DISABLING CODE" has the meaning set forth in subsection 13.05 of this
         Agreement.

1.12     "DOCUMENTATION" means the system standard documentation provided to
         Buyer, in written or electronic form, as set forth in Exhibit 2.08 of
         this Agreement. All Documentation shall be subject to applicable
         copyright and confidentiality restrictions.

1.13     "EFFECTIVE DATE" has the meaning set forth on the first page of this
         Agreement.

1.14     "EQUIPMENT" means the hardware Products provided to Buyer as set forth
         in Exhibit 2.01 of this Agreement. In addition to hardware developed
         by the Seller, Equipment generally includes OEM Equipment and other
         Third Party equipment, except as otherwise provided in this Agreement.

1.15     "EXPEDITED REPLACEMENT POLICY" has the meaning set forth in subsection
         13.0 1(h) of this Agreement.

1.16     "F.O.B." means free-on-board.

1.17     "FORECAST" means the non-binding forecasts of Buyer's anticipated
         orders for Products as set forth in Exhibit 6 of this Agreement, as
         amended from time to time by Buyer.

1.18     "IFU" refers to Triton's Invisible Fiber(TM) unit.

1.19     "INITIAL TERM" has the meaning set forth in Article 3 of this
         Agreement.

[*] Confidential treatment requested.

                                 Confidential
                                                                   Page 2 of 45

<PAGE>   3

1.20     "INSTALLATION SITE" means the location or locations where Buyer
         installs the IFUs purchased pursuant to this Agreement.

1.21     "INTELLECTUAL PROPERTY" means patents, pending patents, patent
         applications, know-how, drawings, engineering knowledge, manufacturing
         procedures, manufacturing processes, ASIC or printed circuit masks,
         circuit diagrams, and all other Intellectual Property rights
         whatsoever embodied in the Product or system, regardless if it may be
         patented.

1.22     "LATE SHIPMENT" has the meaning set forth in subsection 5.04(b)(xii)
         of this Agreement.

1.23     "LICENSED SOFTWARE" means the Software that Buyer has licensed from
         the Seller or the Seller's Affiliate pursuant to this Agreement.

1.24     "LIST PRICE" means the Seller's standard Product and/or Support price
         before any discount, as may be available in price lists from time to
         time.

1.25     "MARKETING MATERIALS" means Seller's brochures, flyers, Product
         descriptions and other materials used to stimulate sales of Seller's
         Products.

1.26     "MATERIAL CONFORMANCE WITH THE SPECIFICATIONS" means the Product is
         (i) capable of being placed into revenue-producing service with no
         significant restrictions on its abilities to perform its designed
         function and (ii) performs in accordance with it's respective
         Specifications.

1.27     [*]

1.28     "MINIMUM PURCHASE COMMITMENT" has the meaning set forth in subsection
         4.01 of this Agreement.

1.29     "MINIMUM PURCHASE COMMITMENT CANCELLATION FEE" has the meaning set
         forth in subsection 4.03 of this Agreement.

1.30     "NET PRICE" means the price the Buyer will pay after any applicable
         discount or credit.

1.31     "NETWORK" means the collection of Triton wireless Equipment, together
         with any Buyer supplied routing and switching equipment, configured in
         multiple buildings, for the purpose of providing wireless
         communication services.

1.32     "NEW PRODUCTS" has the meaning set forth in subsection 5.08 of this
         Agreement.

1.33     "NOC SUPPORT" has the meaning set forth in subsection 9.03 of this
         Agreement.

1.34     "NON-LICENSED SOFTWARE" means Software for which Buyer has not yet
         obtained a license nor paid applicable Software License Fees, but
         which Software may be included with Software loads delivered to Buyer
         hereunder.

1.35     "PARTY" means either Buyer or Seller.

1.36     "PARTIES" means the Buyer and the Seller collectively.

1.37     "PRODUCTS" means, individually and collectively, the Equipment,
         Software, and Documentation specified in Exhibit 2, attached hereto.
         In addition any item Seller adds to its generally available standard
         Product price list or so identifies to Buyer in a Quotation shall be
         deemed incorporated into this Agreement upon the mutual agreement of
         the Buyer and Seller, subject to additional terms and conditions
         specified in the applicable Product Exhibit, if any.

1.38     "PURCHASE MODIFICATION FEE" has the meaning set forth in subsection
         5.03(d) of this Agreement.

1.39     "PURCHASE MODIFICATION ORDER" has the meaning set forth in subsection
         5.03(d) of this Agreement.

1.40     "PURCHASE ORDER" (PO) means a written, numerically controlled and
         dated purchase authorization document issued by Buyer or Buyer
         Affiliate to Seller or Seller Affiliate, specifying the types and
         quantities of Products and/or Services to be furnished by Seller.

[*] Confidential treatment requested.

                                 Confidential
                                                                   Page 3 of 45

<PAGE>   4


1.41     "QUOTATION" means a written budgetary or firm price quotation or
         "quoted", as specified in this Agreement, issued by Seller to Buyer
         for the supply of any Products and/or Services pursuant to this
         Agreement.

1.42     "RECEIVABLES" has the meaning set forth in subsection 17.02(b) of this
         Agreement.

1.43     "RING ARCHITECTURE LICENSE" means that license granted by Seller to
         Buyer to utilize Seller's method for configuring IFUs on multiple
         buildings to provide redundancy and enhance system reliability.

1.44     "RMA" means "return materials authorization" and has the meaning set
         forth in subsection 13.01(d) of this Agreement.

1.45     "SHIP DATE" means the date on which a Product ordered by Buyer is to
         be shipped as agreed to by the Parties, or in the case of Software
         which is available for download by Seller rather than, or in addition
         to being physically shipped, the date upon which such Software is to
         be downloaded to the Product or system.

1.46     "SHIPPING FACILITY" means Seller's shipping facility located in
         Orlando, Florida, USA.

1.47     "SOFTWARE" means the Seller's proprietary and/or Third Party Software
         computer programs provided to Buyer (consisting of firmware and logic
         instructions in machine readable code residing in, or intended to be
         loaded in computer memories which provide basic logic, operating
         instructions and Seller-related Application instructions, but
         excluding customer data) as well as the Documentation used to
         describe, maintain and use the programs. Any reference herein to
         Software being "sold," "purchased" or the like is understood to be a
         reference in fact to the program being licensed.

1.48     "SOFTWARE LICENSE" has the meaning set forth in subsection 8.01 (a) of
         this Agreement.

1.49     "SOFTWARE LICENSE FEE" has the meaning set forth in subsection 8.03 of
         this Agreement.

1.50     "SOFTWARE RELEASE" means revisions to Software or new Software
         containing enhancements, but specifically does not include new
         features or new fractionality and/or certain problem fixes that may be
         supplied by Seller to Buyer from time to time.

1.51     "SOURCE CODE" has the meaning set forth in subsection 8.11 of this
         Agreement.

1.52     "SPECIFICATIONS" means the specifications and or practices set forth
         in the Seller's standard Documentation or similar documents published
         by Seller as amended from time to time, provided however that any
         amendment to the Specifications will not reduce the functionality of
         the Equipment. The current Specifications have been (or will be)
         provided to Buyer.

1.53     "STANDARD INTERVAL" means the standard time prior to the shipment of a
         Product following acceptance of a Purchase Order by Seller. Seller's
         Standard Interval will be ninety (90) days for Forecasted quantities
         and one hundred twenty (120) days for non-Forecasted quantities.

1.54     "SYSTEM" means a configuration of one or more Products, providing a
         specified functionality that conforms to the applicable
         Specifications, if any.

1.55     "TAC SUPPORT" means Technical Assistance Center support and has the
         meaning set forth in subsection 9.01 of this Agreement.

1.56     "TERM" means the duration of this Agreement as set forth in Article 3
         of this Agreement.

1.57     "TERRITORIES" has the meaning set forth in Exhibit 5 of this
         Agreement.

1.58     "TEST ACCEPTANCE PROCEDURE" means those test procedures developed
         from time to time by Seller which demonstrate the full functionality
         of the Equipment, provided however, that any amendment to the test
         procedures will not reduce the functionality of the Equipment. The
         current Triton Test Acceptance Procedure is set forth in Exhibit 9 of
         this Agreement.

1.59     "THIRD PARTY" means any individual or legal entity not including Buyer
         and Seller or their respective Affiliates.

1.60     "THIRD PARTY EQUIPMENT" means any Equipment not of Seller's
         manufacture as listed in the various Exhibits



                                 Confidential
                                                                   Page 4 of 45

<PAGE>   5

         attached to this Agreement. In addition any Product Seller adds to its
         generally available standard Third Party Equipment price list or so
         identifies to Buyer in a Quotation shall be deemed incorporated into
         this Agreement upon the mutual agreement of the Buyer and Seller,
         subject to additional terms and conditions specified in the applicable
         Exhibit, if any. Seller may also recommend Third Party Equipment that
         is not included in the Exhibits or provided by the Seller. Any Third
         Party Equipment recommended by but not sold by the Seller is not
         covered under the terms and conditions set forth in this Agreement.

1.61     "THIRD PARTY SOFTWARE" means any Software not owned by Seller which is
         included within licensed Software or non-Licensed Software.

1.62     "Y2K COMPLIANCE"- means Year 2000 compliance and has the meaning set
         forth in subsection 13.05(c) of this Agreement.

ARTICLE 2. SCOPE OF AGREEMENT

2.01     This Agreement sets forth the term's and conditions under which Buyer
         and its Affiliates set forth in Exhibit 1, attached hereto may order
         Products from Seller and its Affiliates and Seller and its Affiliates
         shall supply Products to Buyer and its Affiliates. Unless otherwise
         set forth herein, any reference in this Agreement to Seller shall be
         deemed to include its Affiliates. Buyer may use the Products itself,
         or may use the Products to provide services to others or sell the
         Products as part of a Network or to expand an existing Network,
         subject to the terms and conditions of this Agreement. It is the
         intention and understanding of the Parties that Buyer will not resell
         or distribute Products purchased under this Agreement to Third
         Parties. Notwithstanding the above, in the event Buyer installs
         Seller's Products in a Buyer Network, such Network may be sold,
         transferred or assigned by Buyer to Third Parties; provided however,
         that Buyer's and Seller's rights and obligations under this Agreement
         may only be assigned pursuant to an Assignment Agreement substantially
         in the form of Exhibit 8.

2.02     Unless specifically stated otherwise, all references to money or
         currency shall be in U.S. dollars and all documentation,
         correspondence, and communication shall be in the English language.

ARTICLE 3.  TERM

The initial term of this Agreement is three (3) years from the Effective Date
(the "Initial Term"). Following the Initial Term, this Agreement shall be
automatically renewed for successive one (1) year terms (each an "Additional
Term") provided, that Buyer commits to the annual purchase of [*] IFUs prior to
each Additional Term; and provided further, at any time beginning one year after
the expiration of the Initial Term, Buyer or Seller may terminate this Agreement
by providing ninety (90) days prior written notice to the other Party. Provided
further, if either Party materially breaches this Agreement and such breach
occurs, continues or remains uncured after thirty (30) days written notice of
such breach, the non-breaching Party may terminate this Agreement upon written
notice to the breaching Party.

ARTICLE 4.  PURCHASE RIGHTS, COMMITMENTS AND PRIORITIES

4.01     Purchase Rights & Commitments

Subject to the terms and conditions contained herein, Seller agrees to sell and
Buyer and its Affiliates agrees to buy Products in accordance with the pricing
and benefits set forth in Exhibit 2, attached hereto. Before and during the
first twelve (12) months of the Initial Term of this Agreement, Buyer and its
Affiliates shall place Purchase Orders for [*] IFUs described in Exhibit 2.01
attached hereto, of which [*] IFUs shall be delivered to Buyer and/or its
Affiliates no later than December 31, 2000, and an [*] IFUs shall be delivered
to Buyer no later than June 30, 2001 (the "Minimum Purchase Commitment").

[*] Confidential treatment requested.

                                 Confidential
                                                                   Page 5 of 45

<PAGE>   6

4.02     Cancellation of Purchase Commitments

Buyer may, without any further liability to Seller, cancel its Minimum Purchase
Commitment upon the occurrence of any of the following events:

         (a)      Seller materially breaches this Agreement and such breach
                  recurs, continues or remains uncured after thirty (30) days
                  written notice to Seller from Buyer of such breach;

         (b)      If more than [*] of the Products fail to meet performance
                  requirements as set forth in the Specifications during the
                  first twelve (12) months of this Agreement;

         (c)      Seller files a voluntary petition in bankruptcy or has an
                  involuntary petition in bankruptcy filed against it that is
                  not dismissed within forty-five (45) days of such involuntary
                  filing; Seller admits the material allegations of any
                  petition in bankruptcy filed against it; Seller is adjudged
                  bankrupt; Seller makes a general assignment for the benefit
                  of creditors; if a receiver is appointed for all or a
                  substantial portion of Seller's assets and such receiver is
                  not discharged within sixty (60) days of his/her appointment;
                  or Seller commences any proceeding for relief from its
                  creditors in any court under any state insolvency statutes;

         (d)      Buyer is enjoined from using any Products and Seller is
                  unable to cure the effects of such injunction pursuant to
                  subsection 14.02 herein;

         (e)      Seller fails to ship to Buyer [*] of the quantity of Products
                  set forth in an accepted Purchase Order [*] (which Products
                  conform with Specifications) within fifteen (15) days after
                  the Ship Date set forth in such accepted Purchase Order;

         (f)      Seller materially disregards or materially violates any
                  applicable laws;

         (g)      The Specifications or the price is materially changed due to
                  the effect of changes in government regulations which require
                  such change;

         (h)      A force majeure event which impedes Seller's performance
                  hereunder continues for a period of thirty (30) days
                  (regardless of whether, as a result of such event, Buyer
                  cancels any Purchase Order in accordance with subsection 5.06
                  herein.)

4.03     Failure to Meet Minimum Purchase Commitment

If Buyer fails to take delivery of Equipment that Seller has shipped in
accordance with accepted Purchase Orders (or later cancels such Purchase
Orders), (other than pursuant to subsection 4.02 or 5.06 (d) herein) that would
satisfy the Minimum Purchase Commitment by December 31, 2000 and June 30, 2001,
respectively, Buyer shall pay to Seller a penalty equal to [*] of the purchase
price of the lowest priced Equipment (currently the 38Ghz IFU Equipment)
multiplied by the number of undelivered IFUs (hereinafter referred to as the
"Minimum Purchase Commitment Cancellation Fee"). The Minimum Purchase Commitment
Cancellation Fee shall not be applicable if the reason for Buyer's failure to
satisfy the Minimum Purchase Commitment was solely due to Seller's failure or
inability to ship Equipment ordered by Buyer, by the respective Minimum Purchase
Commitment due dates of December 31, 2000, and June 30, 2001. The Minimum
Purchase Commitment Cancellation Fee shall be Seller's sole remedy (subject to
Article 3 and section 5.06(b)) in the event Buyer fails to take delivery of the
Equipment in accordance with this section 4.03.

4.04     [*]

[*] Confidential treatment requested.

                                 Confidential
                                                                   Page 6 of 45

<PAGE>   7

[*]

ARTICLE 5. TERMS OF PURCHASE

5.01     Pricing

         (a)      The pricing of the Products and Services is set forth in
                  Exhibit 2, attached hereto, plus applicable taxes, unless
                  otherwise agreed to between the Parties in writing, or in the
                  event of regulatory change as specified in this subsection
                  5.01 (a). The prices set forth in Exhibit 2, attached
                  hereto, for Seller manufactured Equipment are based on
                  Seller's design, manufacture, and delivery pursuant to its
                  design criteria and manufacturing processes and procedures in
                  effect on the Effective Date of this Agreement. If, solely as
                  a result of the imposition of requirements by any Federal,
                  State or local government during the Initial Term there is a
                  change in such criteria, processes or procedure or any
                  material change in the Equipment, the prices may be adjusted
                  by Seller to reflect the added cost and expense of such
                  change(s). Any OEM Equipment or other Third Party Products
                  identified in Exhibit 2 and delivered by Seller shall be
                  furnished subject to the applicable vendor's then-current
                  terms, conditions and specifications.

         (b)      All prices listed in Exhibit 2 and Quotations, unless
                  otherwise noted, are based upon shipment F.O.B. Seller's
                  Shipping Facility, and excludes any and all prepayment of all
                  freight, insurance, duties, taxes (more specifically
                  including but not limited to excise, sales, value added,
                  goods & services, and usage taxes), and any and all other
                  levies as might be incurred after the F.O.B. point.

         (c)      [*]

5.02     Payment

         (a)      Equipment and Documentation Payment - Payment of the full
                  purchase price for Equipment and Documentation shall be due
                  within [*] days of the later of: Seller's (i) shipment of the
                  applicable Equipment or (ii) issuance of an invoice for the
                  applicable Equipment.

[*] Confidential treatment requested.

                                 Confidential
                                                                   Page 7 of 45

<PAGE>   8

                  Notwithstanding any other provision herein, in the event
                  that, (i) Buyer fails to make timely payment for Equipment
                  and Documentation pursuant to this subsection 5.02(a), and
                  (ii) Buyer does not make payment to Seller for all applicable
                  Products within fifteen (15) days after receipt by Buyer of
                  written notice from Seller of such failure, Seller shall have
                  no obligation to ship any Products to Buyer hereunder until
                  such time as Buyer remits such delinquent payment to Seller.

         (b)      Software and Service Payment - Payment of the full purchase
                  price for the Software and any services referenced in this
                  Agreement shall be due within [*] days of issuance of Seller's
                  applicable invoice.

         (c)      Support Payment - Payment for Support ordered by Buyer shall
                  be due within [*] days of the date of issuance of Seller's
                  invoice.

         (d)      Timely Payment - Past due amounts shall bear interest from
                  the expiration of the applicable payment period at the rate
                  of one and one-half percent (1/2%) per month (or such lesser
                  rate as may be the maximum permissible rate under applicable
                  law).

         (e)      Security Interest - Until the total amount due under each
                  Purchase Order is paid in full, Seller hereby retains and
                  Buyer hereby grants to Seller a security interest in the
                  Products delivered to Buyer. Buyer agrees to promptly execute
                  any documents requested by Seller in order to perfect and
                  protect such security interest. In addition, prior to payment
                  in full of the total amount due under each Purchase Order,
                  Buyer agrees that it shall not, without the prior written
                  consent of Seller,

                  (i)      sell or lease the Products subject to the applicable
                           Purchase Order (or license or sublicense the
                           Software); or

                  (ii)     allow any liens or encumbrances (other than liens
                           subordinate to Sellers security interest), to attach
                           to the Products subject to the applicable Purchase
                           Order.

         (f)      Release of Security Interest - Upon full payment of the
                  amounts due for any Product, Seller shall immediately release
                  its security interest in such Products and promptly file all
                  documents required to release such security interest.

         (g)      Taxes - Buyer's price for Products does not include any
                  taxes, duties or charges of any kind imposed by any federal,
                  state or local governmental entity on the sale or shipment to
                  Buyer of Products, excluding only those taxes based solely on
                  Seller's net income. When Seller has the legal obligation to
                  collect such taxes, the appropriate amount shall be added to
                  Buyer's invoice and shall be paid by Buyer unless Buyer
                  provides Seller with a valid tax exemption certificate
                  authorized by the appropriate taxing authority.

5.03     Purchase Orders

         (a)      Generally - All purchases pursuant to this Agreement shall be
                  made by means of a written Purchase order issued from time to
                  time by Buyer and accepted by Seller in writing. Any Purchase
                  Order issued by Buyer to Seller for Products shall be
                  governed in all respects by the terms and conditions of this
                  Agreement. Buyer and Seller agree that except for
                  non-conflicting administrative terms as provided for below,
                  any additional or preprinted terms or conditions on a
                  Purchase Order shall be null, void and of no effect. Each
                  Purchase Order shall include the following information, in
                  addition to other appropriate information as may be mutually
                  agreed upon by the Parties:

                  (i)      name and address of Buyer, or Buyer Affiliate;

                  (ii)     Buyer Purchase Order number and Purchase Order date
                           of issuance;

                  (iii)    name and address of Seller, or as appropriate,
                           Seller Affiliate, that will be providing the Product
                           being ordered;

                  (iv)     incorporation within, by reference, of this
                           Agreement;

                  (v)      types and quantities of Products and/or Services to
                           be furnished by Seller as set forth in Exhibit 2,
                           attached hereto, or as provided in a Quotation;

[*] Confidential treatment requested.

                                 Confidential
                                                                   Page 8 of 45

<PAGE>   9


                  (vi)     applicable prices, charges, and fees with respect to
                           such Products as set forth in Exhibit 2, attached
                           hereto, or as provided in a Quotation;

                  (vii)    location or facility to which Product is to be
                           delivered;

                  (viii)   Ship Date of Product;

                  (ix)     billing address of the Party responsible for the
                           payment whether such responsible party is the Buyer,
                           or Buyer Affiliate to which Buyer intends to resell
                           the Product, if any, which shall be an Affiliate set
                           forth in the Exhibit 1, attached hereto;

                  (x)      proper authorization of Buyer or Buyer's agent; and

                  (xi)     specification of the List Price and Net Price of the
                           Product.

         A form Purchase Order is attached hereto as Exhibit 7.

         (b)      Acceptance of Purchase Orders - Seller shall accept all
                  Purchase Orders submitted by Buyer under this Agreement
                  except for those Purchase Orders which (i) are missing the
                  material terms required to be included in a Purchase Order as
                  set forth in subsection 5.03(a) above, or (ii) have Ship
                  Dates that materially vary from Seller's Standard Intervals.

                  Without limiting the foregoing, all Purchase Orders shall be
                  deemed to have been accepted by Seller unless (i) Seller
                  notifies Buyer in writing within [*] business days of Seller's
                  receipt of the applicable Purchase Order, such notification
                  stating that Seller will not accept the Purchase Order, and
                  (ii) Seller rightfully declines to accept such Purchase Order
                  pursuant to the provisions contained in the first paragraph
                  of this subsection 5.03(b). [*]

         (c)      Validity of Purchase Orders - A Purchase Order submitted
                  pursuant to the terms and conditions of this Agreement, and
                  which Seller has accepted, shall constitute an Agreement
                  between the Buyer and the Seller or applicable Seller
                  Affiliate. Any Purchase Order which Seller rightfully rejects
                  and for which Seller gives timely notice of rejection shall
                  be deemed void.

         (d)      Changes to Purchase Orders -Buyer may at any time request
                  additions, alterations, deductions, or deviations to a
                  Purchase Order. However, such change requests must be
                  mutually agreed upon by the Parties, and if so agreed, such
                  agreement must be set forth in a written revision to the
                  applicable Purchase Order ("Purchase Modification Order")
                  signed by a designated Buyer representative and Seller
                  representative.

                  Purchase Modification Orders which are processed outside of
                  Seller's customary processing cycle or which require
                  additional work by Seller to comply with such changes, may be
                  subject to a reasonable modification fee ("Purchase
                  Modification Fee") provided that Seller has given Buyer a
                  written quote for such Purchase Modification Fee and Buyer
                  and Seller have mutually agreed to such Purchase Modification
                  Fee in writing prior to or concurrent with the execution of
                  the Purchase Modification Order. If Buyer fails to accept the
                  Purchase Modification Fee, Seller has no obligation to accept
                  or comply with the Purchase Modification Order.

         (e)      Issuance Mode of Purchase Orders - Purchase Orders may be
                  issued either electronically or via traditional manual
                  methods as mutually agreed to by the Parties.

5.04     Delivery.

         (a)      Terms of Delivery - Delivery of Products under this Agreement
                  shall be F.O.B. Seller's Shipping Facility. The Seller shall:
                  (i) be responsible for and arrange for shipment of the
                  Products to Buyer's site as specified in the applicable
                  Purchase Order; (ii) prepay all shipping and handling charges
                  for the Products; and (iii) invoice Buyer for such charges
                  upon shipment of all the Products specified in the applicable
                  Purchase Order. Buyer shall reimburse Seller for such charges
                  at Seller's actual cost.

                  If any Product is lost or damaged in transit, then Seller
                  shall use all commercially reasonable best

[*] Confidential treatment requested.

                                 Confidential
                                                                   Page 9 of 45

<PAGE>   10

                  efforts to repair or supply a permanent replacement Product
                  within the shortest possible time on the same price and terms
                  as applicable to the original Purchase Order. [*] Buyer shall
                  be responsible for payment of any invoice relating to such
                  lost or damaged Products, whether or not such Products are
                  covered by insurance. With respect to the replacement Product,
                  Seller will invoice Buyer, but will defer Buyer's obligation
                  to pay for such replacement Product for a period of [*] in
                  order to process any insurance claims. Buyer remains
                  obligated to pay for such replacement Products.

         (b)      Conditions of Shipment - All shipments are subject to the
                  following conditions:

                  (i)      Partial shipments or early shipments may only be
                           sent by Seller if Buyer has approved such partial or
                           early shipments in writing in advance;

                  (ii)     Seller shall notify Buyer via e-mail or facsimile
                           when orders are shipped;

                  (iii)    Packing slips shall Accompany shipment and shall
                           include serial numbers, when available, in barcode
                           and human readable format and shall reference
                           Buyer's Purchase Order number;

                  (iv)     The outside of packing cartons shall be clearly
                           marked with (i) Model name or number, (ii) part
                           number, (iii) serial number, when applicable, in
                           barcode when available and human readable format and
                           (iv) Buyer Purchase Order number;

                  (v)      Shipment via truck load or less than truck load
                           shall be stretch wrapped on pallets with markings
                           facing outwards;


                  (vi)     Buyer may reject shipments that do not materially
                           comply with the preceding shipping requirements;

                  (vii)    Buyer shall inspect the Seller Product upon delivery
                           and shall advise Seller in writing of any obvious
                           physical defects, discrepancies, and/or shortages
                           observed between the Product physically inspected
                           and the corresponding Product shipment packing list
                           provided by the Seller. Buyer shall issue to Seller
                           a defect/discrepancy written report within ten (10)
                           business days of receipt of Product. If no such
                           report is issued to Seller within ten (10) business
                           days the Buyer shall be deemed to have Accepted the
                           Products as delivered;

                  (viii)   Seller shall not ship Products more than five (5)
                           business days prior to the requested and accepted
                           Ship Date set forth in the Purchase Order without
                           the consent of Buyer. Subject to the immediately
                           preceding sentence, in the event Seller ships
                           Products to the Buyer, unless Buyer requests the
                           earlier date, prior to the Ship Date in the Purchase
                           Order, Seller shall provide Buyer with reasonable
                           advance notice of the date on which Seller intends
                           to ship such Products, provided that no payment is
                           required until thirty (30) days after the previously
                           scheduled Ship Date;

                  (ix)     In the absence of specific shipping instructions
                           from Buyer, Seller may ship by the method it deems
                           most advantageous;

                  (x)      Buyer shall store all Products at the proper
                           temperature and other environmental conditions, as
                           specified in the Specifications, to maintain Product
                           quality. In the event of damage to any Product, by
                           reason of improper storage, thereby rendering
                           Product unfit for intended use, Buyer shall promptly
                           notify Seller in writing of the facts, and shall not
                           use such Product except as directed by Seller;

                  (xi)     Seller shall have no obligation to ship Products to
                           Buyer if Buyer is in violation of its payment
                           obligations hereunder (and such failure to pay is
                           not due to Seller's breach of its obligations
                           hereunder), provided further, that if Buyer raises a
                           good faith dispute as to any single invoice
                           obligation, Seller will continue to ship Products to
                           Buyer (subject to Buyer's obligation to timely pay
                           for such Products),

[*] Confidential treatment requested.

                                 Confidential
                                                                  Page 10 of 45

<PAGE>   11

                           for a period of [*] from the date of the
                           shipment of the Products which are the subject of the
                           payment dispute, after which Seller may discontinue
                           all shipments to Buyer if the dispute is not resolved
                           as of the [*] day;

                  (xii)    [*]

                  (xiii)   Title to Product (excluding Software) and risk of
                           loss shall pass to Buyer upon delivery of the Product
                           to the carrier at the Seller's Shipping Facility
                           subject to Seller's security interest in the Product.

5.05     Equipment Changes

         (a)      Changes - Up to [*] prior to the scheduled Ship Date (or such
                  later time as agreed to by Seller), Buyer may request
                  Equipment addition(s) or deletion(s) to an original Equipment
                  configuration.

         (b)      Change Order - Except as provided in this Agreement, all
                  changes shall be documented in a written change order ("Change
                  Order") which shall be executed by Buyer and returned to
                  Seller prior to implementation of the requested changes. The
                  Change Order shall detail any and all adjustments required by
                  Buyer for any aspect of its performance under this Agreement.

         (c)      Adjustment to Equipment Price for Changes - Price calculations
                  for any Equipment reconfigurations prior to the Ship Date
                  shall be based on Prices as quoted by Seller based on the
                  requested Buyer Change Order, provided that any deletions
                  shall include applicable discounts; and, provided further,
                  that the net cumulative amount of changes shall not reduce the
                  price of a Purchase Order by more than ten percent (10%).

5.06     Cancellation

         (a)      Subject to subsection 5.06(b), upon written notice to Seller,
                  Buyer may cancel all or any part of a Purchase Order if Seller
                  receives a written and dated Purchase Order cancellation
                  notice prior to the applicable Ship Date.

         (b)      Buyer shall pay cancellation charges based on the date a
                  Purchase Order cancellation notice is received by the Seller.
                  Such cancellation charges shall not exceed the schedule as
                  shown below. Seller may

[*] Confidential treatment requested.

                                 Confidential
                                                                  Page 11 of 45

<PAGE>   12

                  make a claim for cancellation charges and shall make such a
                  claim in writing to Buyer within thirty (30) days of Seller's
                  receipt of a Purchase Order cancellation notice from Buyer.


<TABLE>
<CAPTION>

                  DAYS PRIOR NOTICE OF PO CANCELLATION           PO CANCELLATION CHARGE
                  ------------------------------------           ----------------------
                  <S>                                            <C>

                  o Within 30 days of Seller's Receipt
                    of Purchase Order                            [*]

                  o Greater than 60 days before Ship Date        [*]

                  o Between 30 days and 60 days before
                    Ship Date                                    [*]

                  o Less than 30 days before Ship Date           [*]
</TABLE>

         (c)      Buyer may not cancel a Purchase Order after the Ship Date.

         (d)      In the event that [*] days after the requested Ship Date for
                  any Purchase Order Seller has not shipped the Products
                  subject to such Purchase Order, Buyer shall have the right to
                  cancel such Purchase Order without cost or charge upon
                  written notice to Seller by facsimile, e-mail or otherwise,
                  which written notice is received by Seller prior to Shipment.
                  Seller shall notify Buyer via e-mail if Seller is unable to
                  ship Products on the Ship Date. Seller shall pay any
                  additional costs required to expedite late shipment.

         (e)      Seller's sole remedy (subject to Article 3) for Buyer's late
                  cancellation of a Purchase Order pursuant to section 5.06(b)
                  shall be the Cancellation Charges imposed under that section.

5.07     Invoicing

         Each invoice shall include the following information:

         (a)      Buyer's Purchase Order number;

         (b)      Seller's invoice number;

         (c)      quantity and price of each Product shipped or services
                  rendered;

         (d)      applicable sales or other tax;

         (e)      freight charges (if applicable);

         (f)      final total cost; and

         (g)      invoices shall be issued upon shipment.

5.08     New Products

         If Seller develops products other than the Products referenced in
Exhibit 2, attached hereto, ("New Products"), Seller agrees to negotiate in good
faith with Buyer for volume discount pricing on such New Products and if pricing
is agreed upon, to enter into a supply agreement on substantially the same terms
and conditions as this Agreement, or amend this Agreement to include such New
Products, as mutually agreed by the Parties.

ARTICLE 6. [*]

[*] Confidential treatment requested.

                                 Confidential
                                                                  Page 12 of 45

<PAGE>   13

[*]

ARTICLE 7. PRODUCT CHANGES

With respect to any Purchase Orders issued under this Agreement, notwithstanding
any other provisions contained herein, Seller reserves the right, without prior
approval from, but with notice to, Buyer, to (i) make changes in the Products in
whole or in part, or in the related Specifications or other related
Documentation, or (ii) substitute Products of later design at any time prior to
delivery thereof, provided that such changes do not materially adversely affect
performance or function, or increase the price of Products, provided that the
changed or substituted Products meet or exceed Specifications. Such changes
and/or substitutions do not obligate Seller to make any changes in the Products
previously delivered to Buyer unless such changes affect the interoperability of
Products, in which case such changes to previously delivered Products will be
made at Seller's expense in order to maintain the interoperability and
functionality of such Products.

ARTICLE 8. SOFTWARE LICENSING

8.01     Grant of License

         (a)      Software License

                  With respect to Software and Documentation acquired under this
                  Agreement and upon payment of the applicable Software license
                  fees (if any), Seller shall grant to Buyer a non-transferable
                  (except as otherwise provided herein), non-exclusive license
                  to use the Software and Documentation in accordance with the
                  terms set forth below ("Software License"). Buyer is granted
                  no title or ownership rights to the Software or Documentation,
                  which rights shall remain with Seller or Seller's suppliers,
                  as applicable. This Software License does not entitle Buyer to
                  the receipt or use of, or access to, Software source code or
                  any right to reproduce the Software or Documentation except as
                  set forth herein. Buyer agrees that it shall not decompile,
                  reverse engineer or otherwise attempt to gain access to the
                  Software Source Code. The obligations of Buyer under this
                  section shall survive the expiration or termination of this
                  Agreement. Notwithstanding the foregoing, Buyer may reproduce
                  or copy Software or Documentation for installation, back-up or
                  archival purposes and may provide such copies to Third Parties
                  who provide installation or maintenance services for Buyer.
                  Buyer will notify Seller in the event it provides copies of
                  Software to Third Parties.

         (b)      Ring Architecture License

                  Seller hereby grants to Buyer a non-exclusive license to use
                  Seller's proprietary Ring Architecture ("Ring Architecture
                  License"). Seller shall provide this Ring Architecture License
                  to Buyer at no cost to Buyer. Buyer may also sublicense this
                  Ring Architecture License to Third Parties that purchase a
                  network from Buyer which utilizes Seller's Products. Such
                  sublicense shall be at no cost to Buyer or Third Party
                  provided that the sublicense is for use of the Ring
                  Architecture in an existing network and not a newly created
                  network unless created in coordination with Buyer.

                  Title and ownership rights to Seller's Ring Architecture shall
                  remain in Seller. This Ring Architecture License does not
                  entitle Buyer to receipt of, use of, or access to the Ring
                  Architecture's source code, or any right to reproduce the Ring
                  Architecture. Buyer agrees that it shall not decompile,
                  reverse engineer or otherwise attempt to gain access to the
                  Ring Architecture source code. The obligations of Buyer under
                  this section shall survive the expiration or termination of
                  this Agreement.

8.02     Condition Precedent to grant of Licenses and Supply of Software

         As a condition precedent to the grant of the above-stated licenses and
         to the supply of Software by Seller pursuant to this Agreement, Seller
         requires Buyer to give proper assurances to Seller for the protection
         of the Software as required in this Agreement. Accordingly, all
         Software supplied by the Seller shall be treated by Buyer as the
         exclusive property, and to the extend not publicly available, as
         proprietary and as a trade secret,

[*] Confidential treatment requested.

                                 Confidential
                                                                  Page 13 of 45

<PAGE>   14

         of Seller and/or its suppliers, as appropriate.

8.03     Software License and Support Fees

         Buyer shall pay to Seller an initial software license fee which shall
         be pro-rated on a twelve (12) month basis at [*] of the applicable IFU
         cost. Such initial software license fee shall be payable within [*] of
         Seller's issuance to Buyer of the applicable IFU invoice. Thereafter,
         Buyer shall pay to Seller a [*] basic annual Software support fee
         ("Basic Annual Software Support Fee") for basic annual support of the
         Software ("Basic Annual Software Support") as set forth in Exhibit
         2.07, attached hereto. Price and payment of the Basic Annual Software
         Support Fee shall be subject to the terms and conditions as set forth
         in Exhibit 2.06, attached hereto.

         Buyer must pay the Basic Annual Software Support Fee in order to obtain
         Software, Software updates and Software Releases and any other Software
         support set forth in Exhibit 2,07, attached hereto.

8.04     Software Support

         Basic Annual Software Support shall include Software, Software updates,
         Software Releases and all other Seller provided Software necessary to
         operate the Products in Buyer's network, in addition to the support set
         forth in Exhibit 2.07, attached hereto. Moreover, Basic Annual Software
         Support shall provide Buyer with access to the IFU Link Manager and the
         IFU Software. Seller shall also make available to Buyer up-to-date
         copies of the IFU Link Manager and IFU Software. The terms in this
         subsection 8.04 are conditioned upon Buyer being current on all
         applicable Basic Annual Software Support Fees.

8.05     Scope of Software License

         Upon Buyer's payment of the Software License Fee and the applicable
         Basic Annual Software Support Fee, Buyer shall be granted a perpetual,
         non-exclusive, transferable (subject to the provisions of this
         Agreement), non-assessable, unlimited-user, paid-up Software License
         to:

         (a)      use such features contained in the release of the Software
                  furnished;

         (b)      use and make adaptations of the Software (or any part
                  thereof), subject to the provisions of this Software License,
                  provided that any such adaptations are created as an integral
                  step in the use of the Software in conjunction with a Product
                  and that it is not used in any other manner;

         (c)      make as many copies of the Software and any related
                  Documentation as Buyer deems necessary for its use, archival
                  purpose, or test purposes, including use by Third Parties who
                  are acting under the control and direction of Buyer; and

         (d)      use the associated Software Documentation.

         Buyer agrees that this Software License is subject to its continued use
         on and ownership of the Equipment upon which such Software is installed
         and that Buyer shall have the right to sell, pledge as security, or
         otherwise transfer the Equipment upon which the Software resides,
         provided the transferee agrees to be bound by the terms of the Software
         License granted to Buyer under this Agreement. Buyer shall be granted
         no title or ownership rights to the Software, which rights shall remain
         in Seller or its suppliers, as appropriate, and upon sublicense of the
         Software by Buyer, the terms of this Software License shall apply to
         the transferee.

8.06     Interest in Software

         All Software supplied by Seller under or in implementation of this
         Agreement shall be treated by Buyer as the exclusive property, and as
         proprietary and a trade secret, of Seller and/or its suppliers, as
         applicable.

8.07     Non-Licensed Software

         Certain Software delivered by Seller may include non-Licensed Software
         ("Non-Licensed Software"). Non-Licensed Software includes:

         (a)      any Software for which the Software License Fee and the
                  applicable Basic Annual Software Support Fees have not been
                  paid; and

         (b)      Software for which a periodic Basic Annual Software Support
                  Fee has expired and the applicable

[*] Confidential treatment requested.

                                 Confidential
                                                                  Page 14 of 45

<PAGE>   15

                  additional Basic Annual Software Support Fees have not been
                  paid.

         Buyer shall submit to Seller a Purchase Order for any Non-Licensed
         Software that Buyer desires to license.

         When Non-Licensed Software is placed into service, the applicable
         Software License Fee, if any, shall be due and payable. Buyer shall
         also have the option to pay the applicable Basic Annual Software
         Support Fees for any Non-Licensed Software upon installation of a
         Software load containing such Non-Licensed Software.

         To ensure Buyer's proper activation and/or usage of only the
         appropriate Software, Buyer shall complete the appropriate notification
         to Seller, according to the then designated Seller procedure, prior to
         the activation and/or usage by Buyer of any Non-Licensed Software.
         Buyer shall identify all Software desired to be activated and/or used
         in each System and shall transmit such information to Seller.

8.08     Software Releases

         Software Releases shall be made available to Buyer as part of the Basic
         Annual Software Support Fee and [*]. The Software Releases may be
         updated periodically throughout the Initial Term of this Agreement. [*]

8.09     Software and Technical Support

         Seller shall provide Buyer with Software support and technical support
         subject to payment of any applicable fees, as set forth in Exhibit 2.07
         and Exhibit 2.05 respectively, attached hereto, provided that Buyer
         maintains the Software for at least two (2) previous Software Releases
         to the then current Software Release or as otherwise specified in this
         Agreement.

8.10     Escrow

         [*] place a copy of all Software source code, including copies of the
         source code for any upgrades or new releases developed by Seller in
         the future when they are available (collectively "Source Code"), with
         an independent escrow agent reasonably acceptable to Buyer along with
         written escrow instructions to deliver all Source Code to Buyer upon
         request from Buyer without further instructions in the event Seller
         declares bankruptcy, or is involuntarily bankrupt. The Source Code
         shall be designated in writing as being held in escrow for Buyer. The
         escrow agent shall hold the Source Code for the Initial Term of the
         Agreement. If, at any time, Seller declares bankruptcy, or is
         involuntarily bankrupt, upon notice from Buyer, the escrow agent shall
         immediately transfer the Source Code to Buyer. Possession of the
         Source Code does not give Buyer any rights to sell, rent or lease the
         Source Code or Software to Third Parties.

8.11     [*]

         [*]

ARTICLE 9. SUPPORT COMMITMENTS

9.01     TAC Support

         Seller shall provide Buyer with [*] Technical Assistance Center support
         ("TAC Support")(as specified in Exhibit 2.03, attached hereto)), for
         [*] from the Effective Date of this Agreement [*]. After such [*]
         period, Seller shall provide Buyer with [*] TAC Support (as specified
         in Exhibit 2.03, attached hereto), for [*]. Thereafter, Seller shall
         make available to Buyer and Buyer's Affiliates [*] TAC Support as
         selected by Buyer or Buyer's Affiliates at the prices set forth in
         Exhibit 2.03, attached hereto.

         The [*] TAC support commitment provided for in this subsection 9.01 is
         conditioned upon Buyer satisfying its Minimum Purchase Commitment.

9.02     Technical Support

[*] Confidential treatment requested.

                                 Confidential
                                                                  Page 15 of 45

<PAGE>   16


         Seller will make available to Buyer continuing technical support as set
         forth in Exhibit 2.05, attached hereto, for the [*]. After such [*],
         Seller shall provide Buyer with continuing technical support at the
         prices set forth in Exhibit 2.05, attached hereto. The technical
         support provided for in this subsection 9.02 shall be limited to the
         Buyer only, and shall not be made available to Buyer's Affiliates.

9.03     NOC Support

         Seller will provide Buyer with Network Operations Center support ("NOC
         Support") (as set forth in Exhibit 2.04, attached hereto)), [*]
         following the date of Buyer's installation of the first [*] IFUs
         purchased by Buyer, or sooner if requested by Buyer. After such [*],
         Seller shall have no obligation to provide Buyer with continuing NOC
         Support. Seller will make such NOC Support available to Buyer on [*]
         basis for the [*] of Buyer's installation of the first [*] IFUs
         purchased by Buyer, or sooner if requested by Buyer. However, the NOC
         Support provided for in this subsection 9.03 shall be limited to Buyer
         only, and shall not be made available to Buyer's Affiliates.

9.04     All of Seller's support obligations under paragraphs 9.01 and 9.03
         above, are conditioned upon Buyer providing Seller with remote access
         to Buyer's Networks (to the extent necessary), when and as support is
         needed.

ARTICLE 10. BUYER TRAINING

For every [*] IFUs delivered to Buyer and/or Buyer's Affiliates during the
Initial Term of this Agreement, Seller shall make available to Buyer or Buyer's
designees, [*], however, such training days will only be applied to a maximum
of [*] IFUs (i.e., in the event Buyer purchases [*] then Seller will make
available to Buyer a maximum of [*] training days); however, should Buyer
purchase in excess of [*] IFUs, [*] training days over the [*] days will be
made available. Such training will take place at Seller's facilities. Seller
shall train any of Buyer's designees that exceed the above commitment at the
prices and in accordance with the provisions set forth in Exhibit 4, attached
hereto.

ARTICLE 11. USE OF SELLER'S MARKETING MATERIALS & INTELLECTUAL PROPERTY

Seller shall provide Buyer with copies of Seller's Marketing Materials for use
by Buyer. Any proposed modifications to Seller's Marketing Materials suggested
by Buyer must have Seller's prior written consent before such modifications are
made. Moreover, any Seller approved modifications to Seller's Marketing
Materials, or Buyer's use of Seller's Intellectual Property, shall neither cause
confusion in the applicable Product market, nor in any way dilute the
trademarks or infringe the Intellectual Property rights of Seller.
Notwithstanding the foregoing, Seller will provide photographs of its IFUs to
Buyer for Buyer's use in Buyer's Marketing Materials, subject however to the
condition that Buyer shall not remove, cover, or otherwise alter, any trademark,
patent or other markings on the IFUs during or as a result of such use in the
Marketing Materials. Furthermore, any use of Seller's Marketing Materials,
including photographs of Seller's IFUs, by Buyer shall in no way represent or
infer to Third Parties or the public that Buyer is a reseller, distributor or
sales agent of Seller.

ARTICLE 12. INDEMNIFICATION

The Parties agree to defend, indemnify, and hold harmless each other against any
loss, liability, damage, cost, or expense arising out of any claims, loss,
damage or suits, arising from (i) any breach of any term, condition, obligation,
representation, or warranty of this Agreement, (ii) any personal injury or
product liability arising from the use of the Seller's Products or the Buyer's
systems exclusive of the Products; or (iii) any negligent act, omission,
failure, or intentional or willful misconduct by either Party in the performance
or failure of performance of this Agreement.

The terms of this Article 12 shall survive any expiration or termination of this
Agreement.

[*] Confidential treatment requested.

                                 Confidential
                                                                  Page 16 of 45

<PAGE>   17

ARTICLE 13. WARRANTIES

13.01    Seller Supplied Equipment

         (a)      Seller warrants that for a period of [*] months from
                  Equipment's Ship Date, that under normal use and service the
                  Equipment subject to this Agreement will be free from
                  material defects or faulty workmanship, and shall operate in
                  compliance with the applicable Specifications. The foregoing
                  warranty shall not apply to items normally consumed during
                  operation such as, but not limited to, lamps and fuses. All
                  like-kind Equipment (i.e., Equipment with the same frequency,
                  functionality, and model number) sold by Seller to Buyer
                  under this Agreement shall be Backwards Compatible with all
                  such like-kind Equipment for a period of [*] from the earlier
                  of (i) the end of the Initial Term of this Agreement, or (ii)
                  termination of this Agreement. If Equipment is not free from
                  material defects or faulty workmanship and fails to comply
                  with the applicable Specifications during the warranty
                  period, Seller will, within thirty (30) days, at its option,
                  repair, replace, or modify the Equipment so that it is free
                  from defects and complies with the applicable Specifications.
                  This warranty service shall be performed at the Buyer's
                  installation site or Seller's facility, as determined by
                  Seller. If Seller is unable to repair or modify the Equipment
                  within thirty (30) days, so that the Equipment conforms to
                  the applicable Specifications, Seller shall replace the
                  Equipment with Equipment that conforms to such
                  Specifications. In such cases Seller does not guarantee that
                  Equipment with like serial numbers will be returned to the
                  Buyer. Seller's sole obligation and Buyer's exclusive remedy
                  under the warranty provisions of this Article 13 with respect
                  to Equipment shall be limited to repair, modification, or
                  replacement of the defective Equipment or refund to Buyer the
                  applicable Equipment's purchase price in the event Seller
                  cannot provide Buyer with Equipment that complies with
                  Specifications.

         (b)      The warranties set forth in this Article 13 shall not apply to
                  any Equipment where the defect or non-conformance is due to:

                  (i)      accident, alteration, abuse, misuse, or repair not
                           performed by Seller;

                  (ii)     storage or operation of Equipment other than as set
                           forth in the Equipment Specifications;

                  (iii)    failure to comply with all applicable environmental
                           requirements for Equipment as set forth in the
                           Equipment Specifications, including but not limited
                           to temperature or humidity ranges;

                  (iv)     performance of Equipment installation, maintenance,
                           operation, repair, relocation, or other service not
                           in compliance with the Equipment Specifications,
                           unless such non-complying service was performed by
                           Seller or on Seller's behalf;

                  (v)      breakage, damage, alteration, or removal of any
                           Seller affixed seal or label located on the IFU
                           without the Seller's prior written approval. The IFUs
                           contain no Buyer serviceable parts;

                  (vi)     use in conjunction with a product, or category of
                           products specified by Seller as incompatible with
                           such Equipment;

                  (vii)    any error, act, omission, vandalism, mishandling or
                           misuse of Equipment by anyone other than Seller or
                           Seller's agents, employees, subcontractors and
                           vendors; or

                  (viii)   where written notice of the defect has not been given
                           to Seller within the applicable warranty period.

         (c)      Buyer shall be responsible for de-installation and
                  re-installation of any warranty repair or replacement
                  Equipment. Buyer shall use only qualified technicians to
                  perform any maintenance and/or repair to the Equipment during
                  the warranty period, where such maintenance and/or repair
                  shall be confined to routine tasks performed in accordance
                  with Seller provided Documentation.

[*] Confidential treatment requested.

                                 Confidential
                                                                  Page 17 of 45

<PAGE>   18

         (d)      A return material authorization ("RMA") must be obtained by
                  Buyer from the Seller prior to the return of any Equipment.
                  Information regarding the RMA process is set forth in Exhibit
                  3, attached hereto.

         (e)      Warranty replacement Equipment may be new or reconditioned to
                  perform as new, at Seller's option. Notwithstanding the
                  foregoing, the warranty period of Equipment which has been
                  subject to repair or replacement by Seller shall commence on
                  the Ship Date of the repaired or replacement Equipment to
                  Buyer and shall expire on the later of one hundred and twenty
                  (120) days from such Ship Date or the last day of the original
                  warranty period for the Equipment that was repaired or
                  replaced.

         (f)      All Equipment to be repaired or replaced, whether in or out of
                  warranty, shall be packed by Buyer in accordance with Seller's
                  reasonable instructions and shall follow Seller's repair and
                  return policy and procedures. Buyer shall bear risk of loss
                  and shall pay for all transportation charges for Equipment
                  returned to Seller and Seller shall bear such risk of loss and
                  pay for transportation charges for repaired or replacement
                  Equipment shipped to Buyer. Seller shall use commercially
                  reasonable best efforts to ship repaired or replacement
                  Equipment within thirty (30) days of receipt of the defective
                  Equipment for routine warranty repair or replacement. Seller
                  shall return the repaired or replaced Equipment to the Buyer
                  using the same transport method in which the Buyer sent the
                  Equipment to the Seller.

         (g)      If the Equipment that is returned to Seller is determined by
                  Seller to be beyond repair and is outside the warranty period,
                  Seller shall notify Buyer and Seller shall sell to Buyer, upon
                  Buyer's request, replacement Equipment at the then current
                  Agreement price between the Parties for such Equipment, or if
                  no such Agreement exists, at Seller's then current list price
                  for such Equipment.

         (h)      In the event an IFU under warranty fails to perform in
                  accordance with Specifications, and Buyer requests expedited
                  warranty replacement of such IFU, Seller will provide Buyer
                  with replacement spare Equipment within [*] of Buyer's
                  request for such replacement spare Equipment ("Expedited
                  Replacement Policy"). Seller shall impose a monetary charge
                  for such Expedited Replacement Policy in the amount of [*]
                  for each replacement spare Equipment shipped to Buyer on an
                  expedited basis. Once shipped, the replacement spare
                  Equipment shall become the property of Buyer, and upon
                  shipment, Seller will be entitled to keep the defective IFU
                  which Buyer must return to Seller within seven (7) days of
                  Buyer's request for the replacement spare. In the event
                  Seller fails to receive the defective IFU within seven (7)
                  days, Seller may invoice Buyer for the cost of the
                  replacement spare. It is anticipated that this Expedited
                  Replacement Policy will only be used to replace Seller's
                  Equipment that was previously installed in a network and such
                  Equipment subsequently failed to perform and Buyer did not
                  have sufficient spare Equipment on hand to replace such
                  Equipment. Seller's obligation to provide expedited
                  replacement of spares shall be limited to an inventory of two
                  (2) IFUs for each category of Equipment installed by Buyer.
                  Seller shall replenish its inventory of replacement spare
                  Equipment within thirty (30) days of sending any replacement
                  spare Equipment to Buyer pursuant to this policy.

13.02    Equipment Spare Parts Inventory

         Seller shall maintain an adequate inventory of spare parts to repair or
         replace all Equipment for a period beginning on the Effective Date of
         this Agreement and ending on the fifth anniversary of the termination
         of the Initial Term of this Agreement or, if longer, as otherwise
         provided by law.

13.03    Extended Equipment Warranty for Seller Supplied Equipment

         Seller shall offer Buyer an optional extended Equipment warranty
         annually, for a period not to exceed five (5) years from the date of
         purchase of the applicable IFU, in accordance with the terms and
         conditions set forth in Exhibit 2.02, attached hereto.

13.04    Third Party Equipment

         (a)      With respect to any Third Party Equipment furnished by Seller
                  to Buyer, Seller shall secure from the applicable
                  manufacturers such warranties and indemnities as may be
                  available with respect to such Third Party Equipment, and
                  assign and pass to Buyer all available warranties and
                  indemnities for such Third Party Equipment to the extent
                  legally assignable. In the event such warranties and
                  indemnities are not assignable to Buyer, Seller shall enforce,
                  if necessary, such warranties and indemnities on

[*] Confidential treatment requested.

                                 Confidential
                                                                  Page 18 of 45

<PAGE>   19

         Buyer's behalf. In addition to the above, Seller shall, at Buyer's
         request, register Buyer with any and all Third Party Equipment vendors
         (for Third Party Equipment that constitute systems as opposed to
         individual components) such that Buyer is acknowledged as a support
         obligation of the Third Party Equipment vendors and Buyer can receive
         and obtain product notices directly from the Third Party Equipment
         vendors. Seller shall produce evidence of such registration within [*]
         calendar days from the date Buyer requests that Seller obtain such
         registration.

         (b)      All Third Party Equipment unless otherwise stated in this
                  Agreement, or in the Third Party warranties, will follow the
                  same repair and return procedures as set forth in subsection
                  13.01 herein, (Seller Supplied Equipment).

13.05    Software

         (a)      Seller represents and warrants that under normal use and
                  service the Software shall perform according to Specifications
                  [*]. Seller further represents and warrants that, to the best
                  of its knowledge, any Software provided by Seller hereunder,
                  for a period ending fifteen (15) months from the Ship Date,
                  does not contain and will not receive from any Seller data
                  transmission via modem or other Seller medium, any virus,
                  worm, trap door, back door, timer, clock, counter, or other
                  limiting routine, instruction, or design that would erase data
                  or programming or otherwise cause the Software to become
                  inoperable or incapable of being used in the full manner for
                  which it was designed and created ("Disabling Code"); however,
                  this representation and warranty specifically excludes locking
                  mechanisms designed to prevent Buyer from using those Software
                  features or functions not licensed to Buyer under the terms of
                  this Agreement, including, without limitation, any limitations
                  that are triggered by:

                  (i)      the Software being used or copied a certain number of
                           times, or after the lapse of a certain period of
                           time;

                  (ii)     the Software being installed on or moved to a central
                           processing unit or system that has a serial number,
                           model number, or other identification different from
                           the central processing unit or system on which the
                           Software was originally installed; or

                  (iii)    the occurrence or lapse of any similar triggering
                           factor or event.

         (b)      In the event Seller introduces a Disabling Code into the
                  Software, Seller shall:

                  (i)      take all steps necessary at Seller's sole cost to
                           test a new copy of the Software for the presence of
                           Disabling Codes;

                  (ii)     furnish to Buyer a new copy of the Software without
                           the presence of Disabling Codes;

                  (iii)    install and implement such new copy of the Software
                           at no additional cost to Buyer; and

                  (iv)     take all steps necessary, at Seller's sole cost, to
                           restore any and all data or programming lost by Buyer
                           as a result of such Disabling Code. In the event
                           Disabling Codes are identified by Buyer or Seller in
                           the Software, Seller shall furnish to Buyer a new
                           copy of the Software without the presence of
                           Disabling Codes.

         (c)      Seller warrants, with respect to Seller's Software, that
                  Seller has undertaken commercially practicable efforts to
                  ensure, to the extent within its reasonable control, that when
                  such Software is properly used in accordance with the
                  applicable Specifications, then both before and after January
                  1, 2000 such Software will accurately receive, provide, and
                  process date and date dependent data (including calculating,
                  comparing, and sequencing) from, into, and between the
                  twentieth (20th) and the twenty first (21st) century.

[*] Confidential treatment requested.

                                 Confidential
                                                                  Page 19 of 45

<PAGE>   20

                  The Parties agree that the above constitutes being year 2000
                  compliant ("Y2K" Compliance"). Seller further warrants that
                  during Software warranty period, as specified in this
                  Agreement, Software shall function without any material
                  service affecting or non-conformance to the applicable
                  Specifications as a consequence of date or date dependent
                  data, to the extent that other software used in combination
                  with Seller's Software sold or licensed hereunder is also Y2K
                  Compliant and properly exchanges date and date dependent data
                  with Seller's Software. If Software fails to so function as a
                  consequence of Y2K Compliance, Buyer's sole remedy and
                  Seller's sole obligation under this warranty is for Seller to
                  correct such failure through the replacement or modification
                  of the Software or such other actions as the Parties
                  reasonably determine to be appropriate within sixty (60) days
                  of such failure. However, if Seller is unable to correct such
                  Y2K Compliance failure through replacement or modification of
                  the Software, then the Parties shall negotiate a commercially
                  reasonable solution.

         (d)      Any modification to Software not performed by Seller or at
                  Seller's direction, other than with respect to modifiable
                  Software, shall void this warranty. Seller shall not be
                  responsible for the failure of any Software to comply with the
                  applicable Specifications if such failure was the result of:

                  (i)      the combination of Software with any non-Software
                           supplied by a Third Party, and not provided by
                           Seller; or

                  (ii)     modification of Software by Buyer or any other Third
                           Party.

13.06    THE WARRANTIES AND REMEDIES SET FORTH IN THIS ARTICLE 13 CONSTITUTE THE
         ONLY WARRANTIES WITH RESPECT TO THE PRODUCTS PROVIDED, AND BUYER'S
         EXCLUSIVE REMEDIES IN THE EVENT SUCH WARRANTIES ARE BREACHED. THEY ARE
         IN LIEU OF ALL OTHER WARRANTIES WRITTEN OR ORAL, STATUTORY, EXPRESS,
         IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE WARRANTY OF
         MERCHANTABILITY AND THE GENERAL IMPLIED WARRANTY OF FITNESS FOR A
         PARTICULAR PURPOSE. SELLER SHALL NOT BE LIABLE FOR ANY INCIDENTAL,
         CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER.

13.07    Survival

         The terms of this Article 13 shall survive any expiration or
termination of this Agreement.

ARTICLE 14. PATENT AND COPYRIGHT INFRINGEMENT INDEMNITY

14.01    Indemnification

         Seller hereby indemnifies Buyer, as set forth herein with respect to
         any suit, claim, or proceeding brought against Buyer alleging that
         Buyer's use of the Products and Ring Architecture License constitutes
         an infringement of any United States or foreign patent or copyright.
         Seller agrees to defend Buyer, at Seller's expense against any such
         claims and to pay all settlement payments, costs and legal expense, in
         addition to any damages awarded in any final judgment arising from such
         suit, claim or proceeding; provided, however, that Buyer shall promptly
         advise Seller of any such suit, claim, or proceeding and shall
         cooperate with Seller in the defense or settlement of such suit, claim
         or proceeding and provided Seller shall have sole control thereof. In
         the event that Seller's control of the defense in such suits, claims or
         proceedings may materially affect Buyer's network and operations,
         Seller agrees to consult with Buyer in good faith to obtain Buyer's
         input on appropriate defense methods. The obligation of Seller
         hereunder with respect to any infringement claim shall not apply to
         infringement claims based on:

         (a)      use of Product by Buyer in a manner, including combinations
                  with other products not provided by Seller, and neither
                  contemplated nor suggested by this Agreement or Seller's
                  product documentation existing as of or subsequent to the
                  Effective Date of this Agreement; or



                                 Confidential
                                                                  Page 20 of 45
<PAGE>   21
         (b)      use of Product by Buyer in any other combination with other
                  products not provided by Seller, unless Seller would
                  otherwise normally be liable for such a combination as a
                  direct (or on the basis of contribution or inducement)
                  infringement, and provided that but for the existence of such
                  combination by Buyer, there would be no infringement claim;
                  or

         (c)      use of Product in a Territory other than that the Territories
                  set forth in Exhibit 5, attached hereto; or

         (d)      Buyer's use of Third Party Equipment;

         (e)      modifications made by Buyer without Seller's consent; and

         (f)      Seller's use of specifications or designs (except
                  specifications or designs which are or become industry
                  standards or are used by Seller in a Product that is supplied
                  to other customers) which are supplied by Buyer to Seller for
                  use in Seller Products to be purchased under this Agreement
                  provided that but for such use by Seller there would be no
                  infringement claim and further provided that the Seller team
                  providing the custom development and the Seller employees
                  assigned to the Buyer account team shall use all commercially
                  reasonable best efforts, without violating any Third Party
                  confidentiality obligations, to determine whether the
                  requested specification or design would violate any Third
                  Party patent, copyright, trademark, or other Intellectual
                  Property right and provide notice to Buyer of such knowledge
                  as soon as reasonably possible. Notwithstanding the above, in
                  the event the Seller develops custom Products for the Buyer,
                  such custom Product shall be subject to Seller's Product
                  indemnification;

         (g)      The foregoing exclusions shall not apply to use of Products,
                  Equipment or Software in Buyer's data communications network
                  if Buyer and Seller have agreed in writing to the use and
                  implementation of Seller's Product with other products not
                  provided by Seller and Buyer has purchased Products for use
                  in its network in a manner consistent with such written
                  agreement by Seller.

14.02    Injunction

         In the event that an injunction is obtained against Buyer's use of
         Equipment or Software arising from such patent or copyright suit,
         claim or proceeding, in whole or in part, Seller shall, at its option,
         use commercially reasonable best efforts to either:

         (a)      procure for Buyer the right to continue using the portion of
                  the system enjoined from use; or

         (b)      replace or modify the same so that Buyer's use is not subject
                  to any such injunction.

         If Seller is unable to achieve any of the above-stated remedies in
         this subsection 14.02, Seller, after using commercially reasonable
         best efforts, Seller shall refund the purchase price of the applicable
         Equipment or Software and pay for the deinstallation of the Equipment
         in addition to any other remedy available to Buyer.

14.03    Limitation of Liability

         THE FOREGOING SETS FORTH THE ENTIRE LIABILITY OF SELLER FOR PATENT OR
         COPYRIGHT INFRINGEMENT BY THE PRODUCTS. THE REMEDIES CONTAINED HEREIN
         ARE BUYER'S SOLE REMEDY FOR ANY CLAIM OF INFRINGEMENT OF THIRD PARTY
         PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER INTELLECTUAL
         PROPERTY RIGHTS.

14.04    Survival

         The terms of this Article 14 shall survive any expiration or
         termination of this Agreement.

ARTICLE 15. CONFIDENTIALITY

15.01    Confidentiality

         Buyer, Seller and their respective Affiliates shall receive in
         confidence from each other technical information, business
         information, documentation and expertise, including the terms of this
         Agreement ("Confidential Information"), and shall not, except as
         previously authorized in writing by the other Party, publish, disclose
         or make use of such Confidential Information (except as required by
         law and after notice to the other Party) for



                                 Confidential
                                                                  Page 21 of 45

<PAGE>   22

         any purpose other than in the performance of their obligations or
         their respective operations as contemplated by this Agreement, unless
         and until the Confidential Information has ceased to be proprietary as
         evidenced by general public knowledge or has been legally acquired by
         such Party from a Third Party without obligations of confidentiality.
         This prohibition against disclosure, publication or use of
         Confidential Information shall not restrict either Party from
         developing similar information in the exercise of its own technical
         skill, so long as such other information is independently developed by
         such Party without making use of the Confidential Information.

15.02    Release of Information

         Neither Party shall, without the express written consent of the other
         Party, publicly announce the existence or terms of this Agreement
         except such disclosures that may be required to comply with securities
         laws, court orders or similar orders of an administrative or
         regulatory agency, provided each Party shall use reasonable best
         efforts to seek confidential treatment or other protective order
         which are available to limit such disclosures and provide the other
         Party with advanced notice of such disclosures. Notwithstanding the
         foregoing, either Party shall be entitled to disclose this Agreement
         and its specific terms and conditions to its financing sources,
         including prospective financing sources and to its auditors, attorneys
         and other agents in the ordinary course of business and any trier of
         fact in the resolution of a dispute hereunder; provided that such
         financing sources, auditors, attorneys, other agents and triers of
         fact keep such information confidential.

ARTICLE 16. LIMITATION OF LIABILITY

16.01    Generally

         EXCEPT AS OTHERWISE PROVIDED HEREIN, THE TOTAL LIABILITY OF SELLER FOR
         ALL CLAIMS OF ANY KIND FOR ANY LOSS OR DAMAGE, WHETHER IN AGREEMENT,
         WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE,
         OR CLAIMS FOR INDEMNIFICATION ARISING OUT OF, CONNECTED WITH, OR
         RESULTING FROM THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT
         (EXCEPT FOR ARTICLE 14) SHALL IN NO CASE EXCEED THE TOTAL PRICE OF THE
         PRODUCTS SPECIFIED IN THE PURCHASE ORDER ACCEPTED UNDER THIS AGREEMENT
         GIVING RISE TO THE CLAIM. EXCEPT AS OTHERWISE PROVIDED HEREIN, THE
         TOTAL LIABILITY OF BUYER FOR ALL CLAIMS OF ANY KIND FOR ANY LOSS OR
         DAMAGE WHETHER IN AGREEMENT, WARRANTY, TORT (INCLUDING GROSS
         NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, OR CLAIMS FOR
         INDEMNIFICATION ARISING OUT OF, CONNECTED WITH OR RESULTING FROM THE
         PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT (EXCEPT FOR DILUTION
         OF SELLER'S TRADEMARKS OR INFRINGEMENT OF SELLER'S INTELLECTUAL
         PROPERTY RIGHTS, OR ANY WILLFUL OR NEGLIGENT ACTS OF BUYER OR ITS
         EMPLOYEES OR AGENTS RELATING TO THE INSTALLATION OR OPERATION OF THE
         SELLER'S PRODUCTS), SHALL IN NO CASE EXCEED THE GREATER OF SIXTEEN
         MILLION FIVE HUNDRED THOUSAND ($16,500,000) DOLLARS OR THE TOTAL
         PURCHASE PRICE OF THE PRODUCTS PURCHASED BY BUYER UNDER THIS
         AGREEMENT. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT, NEITHER
         PARTY SHALL BE LIABLE FOR LOST PROFITS, LOSS OF DATA OR COSTS OF
         PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INCIDENTAL,
         INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER
         FOR ANY ACTION ARISING UNDER THIS AGREEMENT, INCLUDING, WITHOUT
         LIMITATION, THOSE RESULTING FROM THE USE OF PRODUCTS PURCHASED
         HEREUNDER, OR THE FAILURE OF THE PRODUCTS TO PERFORM, OR FOR ANY OTHER
         REASON. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF
         THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

16.02    Other Limitations to Liability

         Subject to the terms of this Agreement, Seller shall not be
         responsible for any failures or inadequacies of performance resulting
         from products not supplied by Seller or Seller's agents or
         subcontractors under this



                                 Confidential
                                                                  Page 22 of 45

<PAGE>   23

         Agreement. Seller shall not be responsible for interference or
         disruption of service caused by operation of other radio systems,
         lightning, motor ignition or other similar interference. In the event
         Buyer utilizes facilities or services supplied by others such as
         common carrier circuits, antennas or towers, Buyer shall have the
         total responsibility for the availability or adequacy of such services
         or facilities. Seller shall have no liability as a result of
         non-performance, failures or poor performance of the Product caused
         by, resulting from or attributable to Buyer supplied designs,
         specifications or Product configuration requirements utilized by
         Seller in the applicable Product that have not been discussed with and
         approved in writing by Seller.

16.03    Survival

         The terms of this Article 16 shall survive any expiration or
         termination of this Agreement.

ARTICLE 17. MISCELLANEOUS

17.01    Applicable Law

         The validity, construction, and performance of this Agreement shall be
         governed by and interpreted in accordance with the laws of the State
         of Florida, without giving effect to the principles of conflict of
         laws thereof except to the extent that any mandatory provisions of
         local laws in any country take precedence over the provisions of this
         Agreement and Florida State law. Jurisdiction will reside in the state
         and federal courts in Orange County, Florida, USA. Notwithstanding the
         above, neither Party shall institute a proceeding in any court or
         administrative agency to resolve a dispute between the Parties before
         that Party has sought to resolve the dispute through direct
         negotiations with the other Party.

17.02    Assignment

         Other than as explicitly stated in this Agreement, neither Party may
         assign or transfer this Agreement, or any of its rights hereunder,
         without the prior written consent of the other Party, which consent
         shall not be unreasonably withheld. Consent shall not be required for
         the following:

         (a)      any assignment or transfer by a Party of all or any part of
                  this Agreement or of such Party's rights hereunder, to any of
                  its Affiliates; or

         (b)      any assignment or transfer by Seller to any Third Party of
                  all or part of Seller's right to receive any monies
                  ("Receivables") which may become due to Seller pursuant to
                  this Agreement. Buyer shall notify such Third Party assignee
                  or transferee with respect to any claim made by Seller,
                  informing such Third Party of Buyer's justification for
                  failure to pay monies due to Seller pursuant to this
                  Agreement; or

         (c)      a transaction involving the reorganization, merger,
                  consolidation or other form of corporate transaction or
                  series of transactions; or

         (d)      a transaction involving the sale of all or substantially all
                  of the assets of the Seller or Buyer, provided that Buyer is
                  not selling to a direct competitor of Seller; and

         (e)      a transaction involving the acquisition of all or
                  substantially all of Seller's outstanding equity, provided
                  that Buyer is not selling to a direct competitor of Seller.

         Buyer may assign or transfer Equipment or Software purchased pursuant
         to this Agreement, if such Equipment or Software is used in a Buyer
         Network which is being assigned or transferred by Buyer, pursuant to
         an Assignment Agreement substantially in the form attached hereto as
         Exhibit 8.

         Any assignment or transfer in violation of this Agreement shall be
         void. No assignment or sublicense of or under this Agreement, or of
         any rights under this Agreement, by Buyer, shall relieve Buyer of the
         primary responsibility for performance of Buyer's Minimum Purchase
         Commitment and payment obligations under this Agreement.

         Seller reserves the right to refuse to honor any assignment or
         sublicense which, in the opinion of its legal



                                 Confidential
                                                                  Page 23 of 45

<PAGE>   24

         counsel, would require it to violate any United States export
         restriction, other law, or regulation.

         Seller reserves the right to assign or subcontract any portion of its
         obligation under this Agreement, however, such assignment (including
         under section 17.02(a)) or subcontract shall not relieve Seller of its
         primary responsibility for its performance obligations under this
         Agreement, except in the case of an assignment to a successor entity
         of Seller. Seller or any successor entity may assign all or part of
         the right to payments under this Agreement.

17.03    Consents

         Each Party hereto represents and warrants that:

         (a)      it has obtained all necessary approvals, consents, and
                  authorizations of third parties and governmental authorities
                  to enter into this Agreement and to perform and carry out its
                  obligations hereunder;

         (b)      the persons executing this Agreement on its behalf have
                  express authority to do so, and, in so doing, binds the Party
                  thereto;

         (c)      the execution, delivery, and performance of this Agreement
                  has been duly authorized by all necessary partnership or
                  corporate action and this Agreement is a valid and binding
                  obligation of such Party, enforceable in accordance with its
                  terms;

         (d)      in the case of Buyer, that Buyer has obtained the required
                  licenses to use the relevant radio spectrum; and

         (e)      in the case of Seller, that Seller has obtained all necessary
                  governmental approvals for the manufacture and sale of the
                  Products.

17.04    Counterparts and Facsimile Signatures

         This Agreement may be executed in multiple counterparts, each of which
         shall be deemed an original and all of which taken together shall
         constitute one and the same instrument. Facsimile signatures shall
         have the same effect as original signatures, but any Party
         transmitting a signature by facsimile shall promptly follow up with a
         copy of the same document bearing the original signature of that
         Party.

17.05    Entire Agreement

         This Agreement, including the Exhibits which are attached hereto and
         incorporated herein, comprises all the terms, conditions, and
         agreements of the Parties hereto with respect to the subject matter
         hereof and supersedes all previous negotiations, proposals,
         commitments, writings, publications, and understandings of any nature
         whatsoever. No agent, employee, or representative of Seller has any
         authority to bind Seller to any affirmation, representation, or
         warranty, except as stated in this Agreement and unless such
         affirmation, representation, or warranty is specifically included
         within this Agreement it shall not be enforceable by Buyer or any
         assignee or sub-licensee of Buyer. Buyer hereby acknowledges and
         agrees that it has not relied on any representations or warranties
         other than those expressly set forth in this Agreement.

17.06    Export

         Buyer shall not export any Product or technical data received from
         Seller pursuant to this Agreement, or release any such Product or
         technical data with the knowledge or intent that such Product or
         technical data will be exported or transmitted to any country or to
         foreign nationals of any country, except in accordance with applicable
         laws or regulations concerning the exporting of such items arising in
         the United States or other such jurisdiction affecting the Product.
         Buyer shall obtain all authorizations from the appropriate government
         in accordance with applicable law prior to exporting or transmitting
         any such Products or technical data as specified above. Seller will
         provide such assistance as Buyer reasonably requests to obtain such
         authorizations. Seller acknowledges that the transfer of Products or
         components thereof, and associated Documentation outside of Canada or
         the United States, may be subject to the specific approval of the
         applicable Product suppliers and other suppliers. All such approvals,
         if applicable, shall be conditions precedent to any of the obligations
         of Seller hereunder respecting such Products or component thereof and
         associated documentation.


                                 Confidential
                                                                  Page 24 of 45

<PAGE>   25

17.07    Factoring

         Seller may, upon notice to Buyer, sell receivables to a Third Party or
         Affiliate (so long as the recipients are not direct competitors of the
         Buyer). Buyer grants permission for Seller to disclose the provisions
         of this Agreement to purchasers and prospective purchasers of
         Receivables, or their Affiliates (so long as the recipients are not
         direct competitors of the Buyer), and their respective agents,
         attorneys, auditors, rating agencies, and other advisors.

17.08    Force Majeure

         If the performance by a Party of any of its obligations under this
         Agreement shall be prevented, restricted, or interfered with by reason
         of any circumstances beyond the reasonable control of that Party,
         including without limitation, fire, explosion, embargoes, government
         ordinances or requirements, civil or military authorities, acts of God
         or of the public enemy, war, revolution, civil commotion, acts or
         omissions of carriers, inability to obtain necessary materials or
         services from suppliers, loss of sources of energy, power failure,
         breakdown of machinery, or labor difficulties, including without
         limitation, strikes, slowdowns, picketing, or boycotts, or other
         causes beyond the reasonable control of the Party whose performance is
         affected, then the Party affected, upon giving prompt notice to the
         other Party, shall be excused from such performance on a day-for-day
         basis to the extent of such prevention, restriction, or interference
         (and the other Party shall likewise be excused from performance of its
         obligations on a day-for-day basis to the extent such Party's
         obligations relate to the performance so prevented, restricted or
         interfered with), provided that the Party so affected shall use
         reasonable efforts to avoid or remove such causes of non-performance
         and both Parties shall proceed to perform their obligations with
         dispatch whenever such causes are removed or cease. With respect to
         labor difficulties as specified above, a Party shall not be obligated
         to accede to any demands being made by employees or other personnel.
         Either Party shall be permitted to cancel this Agreement without
         liability to the other Party in the event of an event of force majeure
         which continues for greater than thirty (30) days.

17.09    Headings

         All headings used herein are for index and reference purposes only,
         and shall not be given any substantive effect. This Agreement has been
         created jointly by the Parties and no rule of construction requiring
         interpretation against the drafter of this Agreement shall apply in
         its interpretation.

17.10    Litigation Expense

         The Party prevailing in arbitration, at trial, or on appeal shall be
         entitled, in addition to such other relief as may be granted, to a sum
         the court or arbitration may fix as reasonable attorneys fees, plus any
         associated costs.

17.11    Modification of Agreement

         No addition to or modification of this Agreement shall be effective or
         binding on either of the Parties hereto unless reduced to writing and
         executed by the respective duly authorized representatives of each of
         the Parties hereto.

17.12    Non-Waiver

         The failure by either Party hereto at any time to require performance
         by the other Party or to claim a breach of any provision of this
         agreement shall not be construed as affecting any subsequent breach or
         the right to require the performance with respect thereto or to claim
         a breach with respect thereto.

17.13    Notice

         All notices required or permitted to be given hereunder shall be in
         writing and shall be deemed given when delivered electronically, or
         via traditional manual methods. If notice is given via traditional
         manual methods, then such notice shall be delivered to the applicable
         address listed on the signature page of this Agreement by (i)
         certified mail, return receipt requested, or (ii) nationally
         recognized overnight courier, or (iii) by hand.

         Any notice given pursuant to this subsection 17.13 shall be effective
         five (5) days after the day it is mailed or upon receipt as evidenced
         by the Postal Service return receipt card, or courier or hand delivery
         written confirmation, whichever is earlier. Either Party hereto may
         change its address by a notice given to the other Party hereto in the
         manner set forth above.



                                 Confidential
                                                                  Page 25 of 45

<PAGE>   26

         All Purchase Orders and invoices to be delivered pursuant to this
         Agreement shall be delivered via a delivery provider that provides
         proof of delivery, such as certified mail, overnight mail or private
         courier company.

17.14    Publicity

         A Party shall not release, without the prior written approval of the
         other Party, any advertising or other publicity relating to this
         Agreement wherein such other Party may reasonably be identified. In
         addition, each Party shall take reasonable precautions to keep the
         terms and existence of this Agreement confidential so long as this
         Agreement remains in effect and for a period of five (5) years
         thereafter, except as may be otherwise expressly provided in this
         Agreement or as may be reasonably required to enforce this Agreement
         by law.

17.15    Registration

         Products furnished under this Agreement for installation within the
         United States shall, at the time of installation, comply to the extent
         applicable, with the requirements of the Federal Communications
         Commission's Rules and Regulations including, without limitation, all
         labeling and customer instruction requirements. Products furnished
         under this Agreement for installation outside the United States shall
         comply with local governmental regulations, as applicable.

17.16    Relationship of the Parties

         The provisions of this Agreement shall not be construed to establish
         any form of partnership, agency, or other joint venture of any kind
         between Seller and Buyer, nor to constitute either Party as the agent,
         employee, or legal representative of the other. All persons provided
         by either Party to accomplish the intent of this Agreement shall be
         considered solely as the providing Party's employees or agents and the
         furnishing Party shall be solely responsible for compliance with all
         laws, rules, and regulations involving, but not limited to, employment
         of labor, hours of labor, working conditions, workers' compensation,
         payment of wages, and withholding and payment of applicable taxes,
         including, but not limited to income taxes, unemployment taxes, and
         social security taxes.

17.17    Severability

         If any of the provisions of this Agreement shall be declared or
         determined to be invalid or unenforceable under applicable law and a
         Party deems such provisions to be material, that Party may terminate
         this Agreement upon written notice to the other Party. Otherwise such
         invalidity in whole or in part, of any terms, covenant, condition, or
         provision of this Agreement shall not affect the validity of the
         remainder of such terms, covenants, conditions or provisions in this
         Agreement nor render this Agreement unenforceable, instead this
         Agreement shall be construed as if it does not contain the particular
         invalid or unenforceable provision and the rights and obligations of
         the Parties shall be construed and enforced accordingly.

17.18    Third Party Beneficiaries Disallowed

         Except as otherwise expressly permitted herein, all covenants and
         agreements of the Parties hereto are solely and exclusively for the
         benefit of the Parties to this Agreement and no other person or entity
         shall have standing to require performance of any such covenants and
         agreements, and no person or entity shall, under any circumstances, be
         deemed to be a beneficiary of such obligations.

17.19    Waiver of Breach

         Failure by either Party at any time to require performance by the
         other Party or to claim a breach of any provision of this Agreement
         shall not be construed as affecting any subsequent breach or the right
         to require performance with respect thereto or to claim a breach with
         respect thereto.



                                 Confidential
                                                                  Page 26 of 45

<PAGE>   27

                                   SIGNATURES


IN WITNESS WHEREOF, the Parties hereto have executed this "Agreement" as of the
"Effective Date" shown above, by their representative(s) being duly authorized
and having signed accordingly.



THE "SELLER"                               THE "BUYER"

TRITON NETWORK SYSTEMS, INC.               CAVU, INC.



Signed:                                    Signed:
      -----------------------------              ------------------------------
Name:  Skip Speaks                         Name:
      -----------------------------              ------------------------------
Title: President & CEO                     Title:
      -----------------------------              ------------------------------
Date:  April 14, 2000                      Date:
      -----------------------------              ------------------------------



Address for Notice:                        Address for Notice:
-------------------                        -------------------
8529 South Park Circle                     4525 Vineland Road, Suite 209
Orlando, Florida 32819                     Orlando, Florida 32811
U.S.A.                                     U.S.A.



With Copy to:                              With Copy to:
-------------                              -------------
Louis T.M. Conti, Esq.                     Christopher N. Fountas, Esq.
Holland & Knight LLP                       Baker & Hostetler LLP
200 South Orange Avenue, Suite 2600        200 South Orange Avenue, Suite 2300
Orlando, Florida 32801                     Orlando, Florida 32801




                                 Confidential
                                                                  Page 27 of 45
<PAGE>   28

                                    EXHIBIT 2

                              PRODUCTS AND PRICING

EXHIBIT 2.01      EQUIPMENT

                  (i)      IFUs

                  o        38GHz OC-3 or Fast Ethernet:

                           [*]

                  o        28Ghz, 29 Ghz and 31 Ghz OC-3 or Fast Ethernet:

                           [*]

                  [*]

                  (ii)     Mounting Brackets - [*].

                  (iii)    Outdoor Cable Kit - [*],

                  (iv)     IFU Link Manager Test Cable - [*].

[*] Confidential treatment requested.

                                 Confidential
                                                                  Page 28 of 45

<PAGE>   29

EXHIBIT 2.02      EXTENDED EQUIPMENT WARRANTY FOR SELLER SUPPLIED EQUIPMENT

Seller offers to Buyer the following optional extended IFU warranty terms:

         o        An additional twelve (12) month warranty which may be
                  purchased at a price equal to [*].

         o        This extended IFU warranty may be purchased prior to the
                  expiration of the standard IFU warranty set forth in
                  subsection 13.01 of this Agreement. This extended warranty is
                  incremental to [*] in the standard IFU warranty set forth in
                  subsection 13.01 of this Agreement.

         o        The return and replacement terms and conditions of the
                  standard IFU warranty apply to this extended IFU warranty.

         o        This extended IFU warranty shall apply to Equipment only.

         o        This extended warranty may be renewed for successive twelve
                  (12) month periods by Buyer, for a period of five (5) years
                  from the date of shipment of the applicable IFU. Thereafter,
                  Seller will offer an extended warranty to Buyer, subject to
                  Seller's right to charge the then current price for such
                  extended warranty.


















[*] Confidential treatment requested.

                                 Confidential
                                                                  Page 29 of 45

<PAGE>   30

EXHIBIT 2.03      TECHNICAL ASSISTANCE CENTER (TAC) SERVICE LEVEL AGREEMENT

TAC support services is limited to Equipment purchases only.

         (a)      BRONZE LEVEL TAC SERVICES

                  o        Included as provided in this Agreement and Exhibit
                           2.06.

                  o        Regular business hour support (08:00 to 17:00 Eastern
                           Time; Mondays through Fridays excluding Seller's
                           observed holiday schedule).

                  o        Non-business hour paging services with maximum three
                           (3) hour response time.

                  o        E-mail communication available for information
                           inquiries with maximum three (3) business day
                           response.

                  o        Service begins immediately upon the Effective Date of
                           this Agreement.

                  o        [*] per hour service charge of telephone and
                           administrative time to expended for repair or
                           replacement of Seller Equipment and Third Party
                           equipment which is out of warranty.

         (b)      SILVER LEVEL TAC SERVICES

                  o        Additional charge based on quantity of IFUs purchased
                           in accordance with Seller's then current published
                           price list for such TAC services.

                  o        Dedicated TAC telephone line.

                  o        Extended Telephone Technical Assistance Hours (8-8
                           EST M-F; 8-5 Weekends; Non-Holidays).

                  o        Non-business hour paging services with maximum two
                           (2) hour response time.

                  o        E-mail communication available for information
                           inquiries with maximum one (1) business day response.

                  o        [*] per hour service charge of telephone and
                           administrative time to expended for repair or
                           replacement of Seller Equipment and Third Party
                           equipment which is out of warranty.

         (c)      GOLD LEVEL TAC SERVICES

                  o        Additional charge based on quantity of IFUs purchased
                           in accordance with Seller's then current published
                           price list for such TAC services.

                  o        Dedicated TAC telephone line.

                  o        Dedicated TAC personnel available twenty-four (24)
                           hours per day, seven (7) days per week with immediate
                           response time.

                  o        Single point of contact for all network related
                           issues including Third-Party Equipment and Software.

                  o        E-mail communication available for information
                           inquiries with maximum half (0.5) business day
                           response.

                  o        No per hour service charge of telephone and
                           administrative time to expended for repair or
                           replacement of Seller Equipment and Third Party
                           equipment which is out of warranty.

SELLER WILL PROVIDE BUYER WITH GOLD LEVEL TAC SERVICE FOR A PERIOD OF ONE
HUNDRED AND EIGHTY (180) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT AT NO
CHARGE TO BUYER. THEREAFTER, UNLESS BUYER REQUESTS AND PAYS FOR SILVER OR GOLD
LEVEL TAC SERVICES BUYER SHALL BE ENTITLED ONLY TO BRONZE LEVEL TAC SERVICE
PROVIDED FURTHER THAT BUYER PAYS THE BASIC ANNUAL SOFTWARE SUPPORT FEE DESCRIBED
IN EXHIBIT 2.06.

[*] Confidential treatment requested.

                                 Confidential
                                                                  Page 30 of 45


<PAGE>   31

EXHIBIT 2.04      NETWORK OPERATIONS CENTER (NOC) SUPPORT AGREEMENT

Seller will provide buyer assistance in the design and configuration of the
Buyer's Network Operations Center (NOC). This assistance will consist of the
following:

                  (i)      Monitoring of Buyer network, for IFUs only, for a
                           period of [*] after installation of the first
                           IFU, and specifically such monitoring does not
                           include router equipment.

                  (ii)     Provide consultation in the design and configuration
                           of the Buyer's NOC center (limit of 16 hours with
                           scheduling agreed upon between Buyer and Seller).

                  (iii)    Provide Buyer with NOC center training at Seller's
                           facility (maximum of [*] for [*] each). Seller does
                           not have a formal NOC training program for clients,
                           but client personnel will receive basic on-the-job
                           instruction and training.
















[*] Confidential treatment requested.

                                 Confidential
                                                                  Page 31 of 45

<PAGE>   32

EXHIBIT 2.05      TECHNICAL SUPPORT SERVICE

Seller will provide technical support to Buyer before and during the Initial
Term of this Agreement as follows:


1.       Initial deployment for [*] IFUs for each of the first [*]:

         -  Recommend contractor certified by Seller.

         -  Perform technical site surveys for up to [*] total sites,
            regardless of market.

         -  Provide all site survey equipment required for the first [*]
            total sites, regardless of market.

         -  Determine requirements for -48vdc power (provided by Buyer).

         -  Prepare RF Link Budgets, path availability calculations and
            frequency plan for [*] IFUs.

         -  Load software & stage IFU's.

         -  Instruct Buyer's engineers on procedures.

         -  Provide engineering consultation on Buyer's router equipment.

         -  Assist Buyer with network design.

         -  Provide commissioning of Seller IFU's in three locations for [*]
            IFUs.

         -  Provide overall program management for the first [*] networks.

2.       Support for [*] Installation ([*] IFUs in [*] buildings):

         -  Review scope of work and assist Buyer in selecting contractors.

         -  Provide up to [*] man days for preparation of RF link budgets,
            path availability calculations and preliminary frequency plan
            templates from CAVU provided technical site survey forms.

         -  Provide for [*] trip to [*] for up to [*] days to evaluate and
            finalize RF design. All site survey information needed to complete
            the RF design shall be provided by Buyer to Seller not later than
            [*] days prior to scheduled commissioning date.

         -  Provide Buyer with [*] man days of network engineering services
            including hardware and software configuration, protocol design
            review and test plan review. The final Network equipment
            configuration validation, including the performance and test results
            of the equipment, will be the responsibility of Buyer.

         -  Provide internet protocol addressing plan required for Triton NOC
            monitoring.

         -  Supervise the installation and commission of Seller manufactured
            products for up to [*] weeks.

         -  Provide supervision for system testing for up to [*] weeks.

         -  After the [*] IFU Network is operational, provide Buyer with
            all RF attributes and engineering reports.

         -  Provide overall program management through final test for the
            [*] IFU Network.

         -  Provide [*] set of "Smartbits" test equipment including lap top
            computer for up to [*].

         -  The above services are provided to Buyer [*] and include travel
            and living expenses.


         -  Supervise, assist and train Buyer's personnel in the 'staging' and
            preparation of Seller's equipment prior to shipment, assuming Seller
            has provided all relevant engineering information in a timely
            manner.

3.       Support provided during the Initial Term of this Agreement:

[*] Confidential treatment requested.

                                 Confidential
                                                                  Page 32 of 45

<PAGE>   33

Seller will provide, [*], basic technical sales support which includes
the following:

         (a)      Provide specifications and information for Seller's Equipment.

         (b)      Provide program management for Equipment delivered to Buyer.

         (c)      Assist Buyer with requests for training, Third Party
                  contractor selection, preparation of contractor statements of
                  work, and selected site auditing of contractors to ensure
                  quality.

4.       Optional Services:


The services listed below are offered to Buyer at the then current relevant
prices set forth in Seller's standard price book or as Quoted based on agreed to
scope of work. Reasonable and actual expenses [*] or per them will be Quoted
for each optional service requested by Buyer.

         (a)      Site surveys.

         (b)      Perform alignment and/or commissioning of IFU's.

         (c)      Perform test of IFU links.

         (d)      Provide additional RF and network engineering services.

         (e)      Training classes.



















[*] Confidential treatment requested.

                                 Confidential
                                                                  Page 33 of 45

<PAGE>   34

EXHIBIT 2.06      INITIAL SOFTWARE LICENSE FEE & BASIC ANNUAL SOFTWARE SUPPORT
                  FEE PAYMENT PROVISIONS

A.       Initial Software License Fee:

         o        All Purchase Orders will include an initial Software License
                  Fee of [*] of the Purchase Order's Net Price for IFUs. The
                  Software License Fee of [*] will be pro-rated for the balance
                  of the calendar year in which the Purchase Order is issued
                  beginning the month following the scheduled ship date of the
                  IFUs.

B.       Basic Annual Software Support Fee:

         In addition to the Initial Software License Fee, a Basic Annual
         Software Support Fee shall be invoiced and paid annually, in order to
         obtain Software Support on the terms described below:

         o        On January of each year Seller shall send an invoice to Buyer
                  for the purpose of allowing Buyer to obtain Basic Annual
                  Software Support coverage during the next twelve (12) months.
                  The amount set forth in such invoice will be based on [*] of
                  all IFUs installed in a Buyer Affiliate network. The period of
                  such coverage shall commence on the date of the applicable
                  invoice and end on the last day of January in the following
                  year. The Basic Annual Software Support Fee includes [*] TAC
                  Support (as defined in Exhibit 2.05) and all Software Releases
                  and updates.

         o        If Buyer fails to pay the Basic Annual Support Fee, the Buyer
                  shall be solely responsible for all Software-related issues.
                  Seller shall not be responsible for providing technical
                  assistance to the Buyer or for any other Software related
                  issues. Moreover, Seller shall not be responsible for
                  providing TAC support or any new Software Releases, upgrades
                  and updates to the Buyer, unless Buyer pays the prevailing
                  rates or fees for such TAC support or Software Release,
                  including any costs which may be necessary to bring the
                  Buyer's network current with respect to Seller's Software
                  Releases.

         o        Reinstatement of any Basic Annual Software License will
                  require Buyer to purchase all Software Releases issued during
                  the period Buyer's Basic Annual Software License lapsed at the
                  then current price for each Software Release.

















[*] Confidential treatment requested.

                                 Confidential
                                                                  Page 34 of 45

<PAGE>   35

EXHIBIT 2.07      SOFTWARE SUPPORT

In the event Seller's Software does not function in accordance with
Specifications during the warranty period, Seller will respond in accordance
with the following table:

                            SOFTWARE SUPPORT RESPONSE

<TABLE>
<CAPTION>

CATEGORY        DEFINITION                          RESPONSE BY SELLER
--------        ----------                          ------------------
<S>             <C>                                 <C>
Critical        End User Impacting                  Dedicated and immediate engineering
                Network Down                        response until problem is resolved. Upon
                                                    resolution, correction is made available to
                                                    Buyer immediately.

Major           OAM&P Problem or Non-               Correction will be made in the next
                End User Impacting Difficulty       appropriate software release.
                Managing Network

Minor           Non-End User or Non-                Included in customer feature request for
                Network Impacting                   future software release.
</TABLE>

Software support will include Software Releases and technical assistance for all
Software-related failures.













                                 Confidential
                                                                  Page 35 of 45
<PAGE>   36

EXHIBIT 2.08      DOCUMENTATION

Upon request by Buyer, Seller will provide up to [*] sets, per market, of
technical Documentation on computer disk, including any updates, shall be made
available electronically [*] to Buyer. Additional electronic versions and/or a
hardcopies of the Documentation will be provided at a charge to the Buyer in an
amount equal to the Seller's published prices. All technical Documentation is
proprietary information of the Seller. Buyer and it's employees, agents and
assignees, agree to use all commercially reasonable efforts to maintain all such
technical Documentation as confidential.





















[*] Confidential treatment requested.

                                 Confidential
                                                                  Page 36 of 45
<PAGE>   37

                                   EXHIBIT 3

                         RETURN MATERIALS AUTHORIZATION
                         ------------------------------


The following document should be referenced when returning Triton Network
Systems product.


BEFORE OBTAINING AN RMA (CUSTOMER RESPONSIBILITY)

The customer should attempt troubleshooting procedures as provided within
existing Triton Network Systems documentation and work, with the Triton Network
Systems Technical Assistance Center (TAC) to resolve any problems. If
reasonable attempts at troubleshooting do not bring resolution, then the item
should be replaced and a Return Material Authorization (RMA) should be
generated.

OBTAINING AN RMA

The customer should call the TAC at 877-687-4866 or +1-407-903-0997 or contact
the TAC via fax or e-mail to obtain an RMA number. The minimum information
required (or confirmed from previous troubleshooting) for generation of an RMA
by the TAC is:

         o        Customer Company.
         o        Contact Name.
         o        Contact Phone, FAX
         o        Site Address of Product
         o        Shipping Address for Repaired Product
         o        Part Number of Product if printed on unit
         o        Model Number of Product if printed on unit
         o        Serial Number of Product
         o        Description of Problem

PACKAGING AND RETURN PROCEDURES

The TAC will provide an RMA number to the customer who will indicate the RMA
and serial number on the return label. The IFU must be returned in packaging
that provides a level of protection equal to the original type packaging. If
original type packaging is not available, Triton Network Systems will upon
request from Customer provide packaging.

All Equipment to be repaired or replaced, whether in or out of warranty, shall
be packed by Customer in accordance with Triton Network Systems's reasonable
instructions and shall follow Triton Network Systems's Repair and Return policy
and procedures. Customer shall bear risk of loss and shall pay for all
transportation charges for Equipment returned to Triton Network Systems and
Triton Network Systems shall bear such risk and pay for transportation charges
for repaired or replacement Equipment shipped to Customer.

WHERE TO SEND RMA PRODUCT

RMA product should be sent to the following address:

         Triton Network Systems, Inc.
         8337 South Park Circle
         Attn: Kevin Haney, Depot Manager
         Orlando, Florida 32819
         (407) 903-2254

IMPROPERLY RETURNED PRODUCT



                                 Confidential
                                                                  Page 37 of 45

<PAGE>   38

If product is sent to Triton Network Systems without a valid RMA number, it
will be returned to the customer at their expense without repairs being
performed.



                                 Confidential
                                                                  Page 38 of 45

<PAGE>   39

                                   EXHIBIT 4

                                BUYER TRAINING
                                --------------


o        SELLER WILL OFFER THE FOLLOWING CUSTOMER TRAINING.

                                                                       VOLUME
                                                          PRICE AT    DISCOUNT
                                                         TRITON PER   PRICE AT
                                  COURSE    MAXIMUM       DAY PER    TRITON/DAY/
TRAINING COURSE                   LENGTH   CLASS SIZE     STUDENT    STUDENT(*)
---------------                   ------   -----------   ----------  ----------

1. Invisible Fiber(TM) Unit        5 days  10 students     $  [*]       $[*]
   Installation & Commissioning

2. Invisible Fiber(TM) Unit        3 days   4 students     $  [*]       $[*]
   OAM&P - Operations

3. Invisible Fiber(TM) Unit        2 days   4 students     $  [*]       $[*]
   OAM&P - Administration

4. Invisible Fiber(TM) Unit        3 days   4 students     $  [*]       $[*]
   Network Engineering


DISCOUNT TABLE: AS LISTED BELOW.

<TABLE>
<CAPTION>

COURSE PRICE                  1        2          3          4          5          6          7          8          9          10
PER STUDENT                STUDENT  STUDENTS   STUDENTS   STUDENTS   STUDENTS   STUDENTS   STUDENTS   STUDENTS   STUDENTS   STUDENTS
-----------                -------  --------   --------   --------   --------   --------   --------   --------   --------   --------
<S>                        <C>      <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>

Installation & Commission  [*]      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
OAM&P Operations           [*]      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
OAM&P Administration       [*]      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
IFU Network Engineering    [*]      [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]        [*]
</TABLE>


NOTES:

o        All payments are in US dollars.

o        Volume discounts are based on individual course actual volumes and the
         discounted price is applicable to all students of that class.

o        Price is based on a per student per day fee structure, excluding
         travel and facilities costs.

o        Prices include all course material.

o        Minimum number of 4 students per day per course for the Installation &
         Commissioning Course and 2 students per day per course for all other
         courses (or the equivalent price for a single student).

o        All courses are based at Triton in Orlando, Florida.

o        CUSTOMER PREMISE TRAINING

o        Travel Expense for two (2) Seller Trainers including lodging, meals,
         rental care, and airfare.

o        Shipment of any training material and Equipment.

o        Two (2) fully installed and operational Buyer supplied IFUs to be used
         for training purposes.

o        Buyer shall pay Seller for above training within thirty (30) days if
         Seller's issuance of the invoice to Buyer.

[*] Confidential treatment requested.

                                 Confidential
                                                                  Page 39 of 45

<PAGE>   40

                                   EXHIBIT 5

                                  TERRITORIES
                                  -----------


Seller authorizes Buyer to purchase and install Seller Equipment anywhere in
the United States of America. Seller agrees that once the Seller is ready to
ship Products [*], that Seller will authorize Buyer to purchase and install
Seller Equipment [*], subject to Buyer's payment of any and [*], fees and costs
associated with shipment [*], and provided further, that Buyer will be
responsible for obtaining all licenses and complying with all laws necessary to
ship such Products [*], as the case may be.

[*] Confidential treatment requested.

                                 Confidential
                                                                  Page 40 of 45

<PAGE>   41


                                   EXHIBIT 6

                                    FORECAST
                                    --------


The Forecast for shipment of 38Ghz Product to Buyer the first six (6) months of
this Agreement shall be as follows:

         Shipped On Or Before                            Number of IFUs
         --------------------                            --------------

         [*]                                             [*]

         TOTAL


















[*] Confidential treatment requested.

                                 Confidential
                                                                  Page 41 of 45




<PAGE>   42

                                   EXHIBIT 7

                              FORM PURCHASE ORDER
                              -------------------


Form of Purchase Order to be agreed.
















































                                 Confidential
                                                                  Page 42 of 45

<PAGE>   43

                                   EXHIBIT 8

                              ASSIGNMENT AGREEMENT
                              --------------------


Form of Assignment to be agreed.














































                                 Confidential
                                                                  Page 43 of 45

<PAGE>   44

                                   EXHIBIT 9

                           TEST ACCEPTANCE PROCEDURE
                           -------------------------


          The Test Acceptance Procedure to be utilized for the Invisible Fiber
Unit Customer Acceptance Test for the 38 Ghz Fast Ethernet Application is
described in Seller Part No. 5338200-0001, Release No. 1.1, dated March 2000,
and it will be made available to Buyer.








































                                 Confidential
                                                                  Page 44 of 45

<PAGE>   45

                                   EXHIBIT 10

  PURCHASE ORDER FOR FIRST [*] IFUs UNDER BUYER'S MINIMUM PURCHASE COMMITMENT
  ---------------------------------------------------------------------------















































[*] Confidential treatment requested.

                                 Confidential
                                                                  Page 45 of 45