<PAGE>

                                                            EXHIBIT 10.2

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

                    CONTRACT FOR THE SALE AND PURCHASE OF
                  EQUIPMENT AND ANCILLARY FACILITIES FOR THE
                   ESTABLISHMENT OF A WIRELESS ACCESS SYSTEM



                        AZ COMMUNICATIONS NETWORK, INC.



                                   - and -



                         AIRSPAN COMMUNICATIONS LIMITED



                                October 25, 1999


                             CONTRACT NO. CN99-002
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
          <S>                          <C>
          SECTION 1                    DEFINITIONS

          SECTION 2                    SCOPE OF THE CONTRACT

          SECTION 3                    PRICE

          SECTION 4                    TERMS OF PAYMENT

          SECTION 5                    DELIVERY

          SECTION 6                    MARKING AND LABELING

          SECTION 7                    PACKING AND SHIPMENT

          SECTION 8                    TRANSFER OF RISK AND TITLE

          SECTION 9                    INSPECTION, TESTING AND
                                       ACCEPTANCE

          SECTION 10                   WARRANTY

          SECTION 11                   FOR EXTENSION OF WARRANTY

          SECTION 12                   INSURANCE

          SECTION 13                   PATENTS

          SECTION 14                   TRADEMARKS

          SECTION 15                   CONFIDENTIALITY AND USE
                                       OF INFORMATION

          SECTION 16                   LIQUIDATED DAMAGES

          SECTION 17                   LIMITATION OF LIABILITY

          SECTION 18                   FORCE MAJEURE

          SECTION 19                   CHANGES

          SECTION 20                   APPLICABLE DOCUMENTS
</TABLE>

                                       2
<PAGE>

<TABLE>
          <S>                           <C>
          SECTION 21                    ORDER OF PRECEDENCE

          SECTION 22                    SEVERABILITY

          SECTION 23                    SUCCESSION AND ASSIGNMENT

          SECTION 24                    TERMINATION

          SECTION 25                    ARBITRATION

          SECTION 26                    INTERPRETATION

          SECTION 27                    ADDRESSES

          SECTION 28                    EXECUTION IN COUNTERPARTS

          SECTION 29                    EFFECTIVITY OF THE CONTRACT

                                ***
</TABLE>

                                       3
<PAGE>

This Contract For The Sale and Purchase Of Equipment And Ancillary Facilities
For The Establishment of a Wireless Access System is entered into this 25/th/
day of October 1999, between the following parties:


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

                                   - a n d -

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


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


WHEREAS, ACL has represented itself to be a qualified and reliable supplier of
certain equipment, including spares, tools and test equipment and documentation
for the establishment of Wireless Access System Network and has offered to
supply the same to AZCOM.

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

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

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



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

                                       4
<PAGE>

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

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

     "Contract"                 refers to this Contract For The Sale and
                                Purchase Of Equipment And Ancillary Facilities
                                For The Establishment of a Wireless Access
                                System together with its annexes and the other
                                documents specifically considered its integral
                                parts.

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

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

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

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

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


     "Network"                  refers to the combination of Systems and
                                Equipment together with the required
                                infrastructure to provide the functionalities
                                and coverage defined in the Specifications.

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

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

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

                                       5
<PAGE>

     "Services Contract"        refers to Contract No. CN99-002/S between AZCOM
                                and ACL dated October 25, 1999, for the
                                performance of services relating to the
                                installation, testing and commissioning
                                supervision, technical assistance, and other
                                incidental services including in-land
                                transportation, insurance and warehousing of the
                                Equipment.

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

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

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

                                       6
<PAGE>

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

     2.1  ACL undertakes to deliver the Equipment listed in Annex A and takes
          full responsibility of ensuring that the Equipment, when installed,
          tested and commissioned in accordance with the terms and conditions of
          the Services Contract, shall meet in all respects the Specifications.

     2.2  The Parties agree that the enumeration or listing of the Equipment in
          Annex A shall suffice the Year 2 requirements of AZCOM, i.e. 20 base
                                    ------
          stations, 322 customer terminals, the network management system and
          the required functionalities as described in the Specifications. It is
          further agreed that Annex A is not restrictive or conclusive.
          Accordingly, if the Equipment installed fail to meet the
          Specifications on account of the non-inclusion of certain parts or
          materials, or some of the listed parts or materials are inadequate,
          ACL shall deliver or replace the required parts or materials without
          additional cost or expense on the part of AZCOM.

     2.3  In consideration for the performance by ACL of its obligations under
          this Contract, AZCOM shall pay ACL the Price in accordance with the
          terms of payment described in Section 4 hereof.


3    PRICE
     -----

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

          The sum of UNITED STATES DOLLARS: * on CIP Manila Port basis as full
          and complete payment of the Equipment. The breakdown of the Price
          shall be in accordance with Annex A.

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

     3.3  The Price covers all taxes, customs duties, license fees, brokerage
          fees, forwarding fees and other charges which may be imposed on the
          Equipment by authorities other than the Republic of the Philippines as
          well as by authorities of other countries where the Equipment shall
          originate.  Should ACL be liable for any income tax in the Philippines
          arising out of the Project or this Contract, the same shall be for
          ACL's account.

     3.4  In the event the full amounts provided for the cost of the Equipment
          and Spares are not utilized ACL shall return the proportionate amount
          representing the value of Equipment and Spares which were not utilized
          in a manner to be described in a separate letter by AZCOM.


4    TERMS OF PAYMENT
     ----------------

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

_______________

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

                                       7
<PAGE>

     (a)  The downpayment, which is equivalent to ten percent (10%) of the
          Price, shall be paid within thirty one (31) calendar days from the
          signing of this Contract and upon receipt of a correct invoice by
          AZCOM from ACL. ACL is not obligated to ship the Equipment prior to
          its receipt of the downpayment.

     (b)  Payment on Shipment

          Twenty percent (20%) of the price of the shipped Equipment shall be
          paid by AZCOM within thirty (30) calendar days from receipt of AZCOM
          of appropriate shipping documentation and correct invoice from ACL.

     (c)  Progress Payments

          c.1 Twenty percent (20%) of the price of the shipped Equipment shall
              be paid by AZCOM to ACL within thirty (30) days after the System
              Acceptance of the eighth (8/th/) base station or after one hundred
              and twenty (120) days from the arrival of the Equipment at the
              warehouse of ACL in the Philippines, which ever comes first.

          c.2 Twenty percent (20%) of the price of the shipped Equipment shall
              be paid by AZCOM to ACL within thirty (30) days after the System
              Acceptance of the thirteenth (13/th/) base station or after two
              hundred and forty (240) days from the arrival of the Equipment at
              the warehouse of ACL in the Philippines, which ever comes first.

          c.3 Twenty percent (20%) of the price of the shipped Equipment shall
              be paid by AZCOM to ACL within thirty (30) days after the System
              Acceptance of the seventeenth (17/th/) base station or after three
              hundred and sixty five (365) days from the arrival of the
              Equipment at the warehouse of ACL in the Philippines, which ever
              comes first.

              To secure the above progress payments, a letter of credit shall be
              issued by AZCOM in favor of ACL. Any and all costs to be incurred
              for the processing and issuance of the letter of credit shall be
              for the account of ACL to the extent of 1.6% of the face value of
              the letter of credit. In case the costs for such letter of credit
              shall exceed 1.6% as above-mentioned, the Parties hereto agree
              that they shall negotiate in good faith as to who shall bear the
              excess cost thereof and to what extent.

              Receipt by AZCOM of correct invoice from ACL is required for all
              program payment.

     (d)  The balance of ten percent (10%) of the price of the shipped Equipment
          shall be paid five hundred forty (540) days from the arrival of the
          Equipment at the warehouse of ACL in the Philippines and the receipt
          of correct invoice by AZCOM from ACL. Notwithstanding the foregoing,
          AZCOM shall not be obliged to make the payment of the balance of ten
          percent (10%) until all base stations have undergone System
          Acceptance.

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

                                       8
<PAGE>

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

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


5    DELIVERY
     --------

     5.1  ACL shall deliver the Equipment on CIP Manila Port basis.  Unless
          otherwise provided for in this Contract, the delivery shall conform to
          the latest provisions of INCOTERMS.

     5.2  In the delivery of the Equipment, ACL shall faithfully comply with the
          provisions of the Global Comprehensive Import Supervision Scheme of
          the Bangko Sentral ng Pilipinas.

     5.3  ACL shall submit all the required documents to SGS (at the country of
          origin) at the time of inspection.

     5.4  ACL shall send to AZCOM a copy of SGS inspection report duly signed by
          the representatives of SGS and ACL.


6    MARKING AND LABELING
     --------------------

     Except as the Parties may otherwise decide, all labels, identification
     markers, handbooks, drawings and other documents required to be submitted
     by ACL under this Contract shall be in the English language.


7    PACKING AND SHIPMENT
     --------------------

     The packing and shipment of all the items and components of the Equipment
     shall conform to the following conditions:

     7.1  The packing shall be in accordance with the standard prevailing
          practice for the export packing of each item, with shipping and
          delivery marks made at the instructions of AZCOM.

     7.2  All the items to be supplied by ACL shall be brand new.  Under no
          circumstances will second hand or used items be supplied by ACL.

     7.3  The items or components, which do not meet the Specifications or are
          below acceptance standards shall be rejected by AZCOM. The items or
          components rejected by AZCOM, including those, which were damaged due
          to inadequate or improper packing, shall be repaired or replaced by
          ACL, at the discretion of, and at no cost to AZCOM. The expenses of
          transportation of the damaged and replacement parts, including the
          customs duties and other charges or fees that may be assessed for the
          importation of the replacement parts, shall be borne by ACL.

                                       9
<PAGE>

     7.4  All items or components erroneously delivered to AZCOM must be claimed
          by ACL from AZCOM within ten (10) from receipt of notice by ACL from
          AZCOM.

     7.5  AZCOM shall not be liable for any damage to or deterioration of any
          part of the Equipment, which was erroneously delivered by ACL.

     7.6  ACL shall notify AZCOM via fax of the estimated arrival date of the
          vessel of any particular shipment and shall send to AZCOM copies of
          the relevant documents enumerated in Section 7 hereof.

     7.7  ACL, with the assistance of AZCOM, shall obtain the necessary customs
          clearance for the Equipment and exert its best efforts to have the
          period for customs clearance promptly accomplished after the arrival
          of the Equipment at the Manila Port.


8    TRANSFER OF RISK AND TITLE
     --------------------------

     8.1  Notwithstanding any contrary provision in this Contract, title over
          the Equipment shall pass to AZCOM upon arrival of Equipment at
          designated Philippine Port and payment of AZCOM to ACL of 30%
          (downpayment + payment on shipment) of the price of the shipped
          Equipment as defined in 4.1 (a) and (b).

     8.2  The risk of loss or damage to the Equipment shall be assumed by AZCOM
          only after the System Acceptance.


9    INSPECTION, TESTING AND ACCEPTANCE
     ----------------------------------

     9.1  Acceptance

          9.1.1  The Acceptance Test Program shall be prepared by ACL and
               submitted to AZCOM for its comments at least two (2) weeks before
               the conduct of the acceptance testing. AZCOM shall give its
               comments or signify its concurrence to the program within one (1)
               week from the date of its submission by ACL.  The Acceptance Test
               Program shall not be implemented without the prior written
               approval of AZCOM.

          9.1.2  System Acceptance

               (a)  A System shall be considered complete and ready for Site
                    Acceptance Test when all the items and components of the
                    Equipment comply with the Specifications and is, in ACL's
                    judgment, in working order.

               (b)  ACL shall inform AZCOM in writing of the completion and
                    readiness for acceptance testing of a System at least five
                    (5) working days in advance of the scheduled testing.

                    The System Acceptance Test shall be conducted by AZCOM under
                    the supervision of ACL within a period of seven (7) calendar
                    days for each System and shall be conducted in accordance
                    with the test protocol. ACL

                                       10
<PAGE>

                    shall immediately correct any defect for which it may be
                    responsible. Upon successful Site Acceptance Test, an Site
                    Acceptance Certificate shall be issued by AZCOM within five
                    (5) working days. In case the Network is put into commercial
                    operation by AZCOM before the Initial Acceptance without
                    ACL's written approval, the Site acceptance certificate
                    shall be deemed to have been issued by AZCOM at the time of
                    commencement of commercial operation.

        9.1.3  Performance Monitoring

               During the Warranty Period the Network shall, at AZCOM
               discretion, be tested to ensure that the System Performance is in
               line with the System Specifications.

               These tests shall be as follows

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

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

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

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

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


               The Long Term BER Test shall be:

               .  168 hour BER. A pass shall be when the average BER is better
                  that 10/-7/

               The Output Power Test shall be:

               .  CT Output Power is within 1.5dB of commissioned level.
(Commissioned values are defined within the Acceptance Test Protocol Result)

                                       11
<PAGE>

          9.1.5     In case the System fails to meet the acceptable performance
                    monitoring standards within two (2) years from the date of
                    Acceptance, the Parties shall confer within thirty (30) days
                    from the date such failure becomes apparent to discuss the
                    possible solutions to the problem which solutions shall
                    include, but not be limited to, the correction of any
                    defect, the repair or replacement of parts, the replacement
                    of the equipment with another which complies with the
                    required performance standards or the payment by ACL to
                    AZCOM of all costs necessary to enable the System to comply
                    with acceptable performance standards. Notwithstanding the
                    foregoing and in case the Parties reach no agreement within
                    sixty (60) days from their initial meeting, ACL shall
                    replace, at no cost to AZCOM, the equipment concerned with
                    another equipment which complies with the performance
                    standards. If at the end of the above-mentioned sixty (60)
                    days period no replacement equipment is available or the
                    replacement equipment is available or the replacement
                    equipment still does not comply with the performance
                    standards, then ACL shall pay AZCOM all the cost necessary
                    for AZCOM to undertake measures, on its own, to make the
                    System comply with acceptable performance standards.

          9.1.6     The Spares, tools and test equipment shall be subject to
                    acceptance testing by AZCOM under the supervision of ACL
                    before their delivery at AZCOM's warehouse. AZCOM shall also
                    inspect the Spares, tools and test equipment delivered, and,
                    upon its determination that the same comply with the
                    Specifications, issue an acceptance certificate within two
                    (2) weeks after acceptance testing.


10   WARRANTY
     --------

     10.1 ACL warrants that:

          10.1.1    Each item of the Equipment delivered shall be free from any
                    defect in design, material and workmanship during the
                    Warranty Period or any extensions thereof.

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

     10.2 AZCOM agrees to promptly advise ACL, in writing, of any defect in the
          Equipment or parts thereof as soon as they come to the attention of
          AZCOM. ACL shall examine and remove the faults as soon as possible but
          not to exceed two (2) weeks from the date the defects are made known
          to ACL. During the Warranty Period, AZCOM shall have the right to
          reject any part of the Equipment that is found defective due to faulty
          design, inferior materials or inadequate workmanship, or found to be
          not in accordance with the Specifications. ACL shall promptly replace
          or repair the defective part at no cost to AZCOM. The Parties shall
          mutually agree on whether the defective part(s) of the Equipment shall
          be replaced or repaired by ACL. The replacement of the defective part
          shall likewise be factory tested and approved for use in the
          manufacturer's factory.

                                       12
<PAGE>

     10.3 All costs, Philippine customs duties, taxes and other local
          impositions and charges which may be incurred in replacing the
          imperfect, defective or unsuitable parts of the Equipment shall be for
          the account of ACL. Replaced parts shall become ACL's property and
          must be claimed from AZCOM within ten (10) days from the installation
          of the replacement part. The obligations of ACL under Sections 10.1
          and 10.2 hereof shall not cover ordinary wear and tear of the
          Equipment or other defects traceable to circumstances beyond ACL's
          control, such as unsuitable operating means, chemical, electro-
          mechanical or electrical influences and damages, or were otherwise
          caused by the unnecessary interference of AZCOM or any unauthorized
          third party.

     10.4 After the System Acceptance, the liability described in the
          immediately preceding paragraph shall not cover consumable items, such
          as lamps and fuses, except in cases of proven "batch" failure of the
          said items.

     10.5 Warranty Period for spares, tools, test equipment and subscriber
          terminals delivered in accordance with Article 9.1.2 (d) above shall
          start from date of Acceptance certificate.


11   BOND FOR EXTENSION OF WARRANTY

     11.1 In the event that the Warranty Period of the equipment is extended due
          to failure of the Equipment to satisfy the requirements of performance
          monitoring as described in Annex B, ACL shall file a warranty bond in
          favor of AZCOM in an amount equivalent to 10% of the price of the
          affected equipment. The bond shall remain effective until the
          requirements of system performance monitoring is satisfied, otherwise,
          term of Section 9.1.3 shall apply.

     11.2 The said warranty bond shall be denominated on US Dollars, in the form
          of a letter of credit, and must be obtained only from banks or bonding
          companies acceptable to AZCOM.


12   INSURANCE
     ---------

     ACL shall, at its expense, obtain insurance coverage for the Equipment,
     which shall be valid and effective until the System Acceptance of each
     System. Upon request by AZCOM, ACL shall provide AZCOM a copy of the
     insurance policy prior to the initial shipment of the Equipment.


13   PATENTS, TRADEMARKS AND OTHER INTELLECTUAL PROPERTY RIGHTS
     ----------------------------------------------------------

     13.1 ACL shall exert all efforts to ensure that the Equipment will not
          infringe any pending or existing patents, trademarks and other
          intellectual property rights under which a third party may claim
          damages from AZCOM with respect to the use of the Equipment.

     13.2 In case such claims or actions are brought against AZCOM, ACL shall,
          at its expense, defend AZCOM and/or any of its directors, officers or
          employees from any complaint for infringement of patents, trademarks
          and other intellectual property rights. In the event such third party
          secures a favorable judgment for the payment of royalties or damages,
          ACL shall pay such royalties or damages for and on behalf of AZCOM or
          its directors, officers or employees. Additionally, ACL undertakes to
          either alter the Equipment in such a way that it will no longer
          infringe the patent, trademarks and other intellectual property rights
          of

                                       13
<PAGE>

          such third party, or replace the Equipment with another equipment, of
          an equal or greater functionality, which will not infringe the
          aforesaid patent, trademarks and other intellectual property rights,
          or procure for AZCOM the right to use the Equipment at no cost to
          AZCOM. Any such alteration or replacement shall be made only after
          prior written approval of AZCOM.

     13.3 ACL shall not be responsible for infringement of patent, trademarks
          and other intellectual property rights unless ACL has been notified in
          writing by AZCOM without delay of such claim.

     13.4 AZCOM undertakes to furnish ACL whatever information is available to
          it to assist ACL in defending such proceedings and shall not, save
          insofar as it may be necessary to comply with any applicable law or
          government regulation, enter into any Contract with third parties or
          take any legal action thereon without the prior consent of ACL.

     13.5 AZCOM shall not contest the validity of any patent, trademarks and
          other intellectual property rights owned or authorized to be used by
          ACL nor lend support to any third party contesting such validity.
          Furthermore, AZCOM shall not make any admission, which might be
          prejudicial to any claim or action from such third party except in
          compliance with the law, court order or any government rules and
          regulations.


14   USE OF ACL TRADEMARKS
     ---------------------

     AZCOM shall not, without ACL's written permission, use in advertising,
     publicity, or similar actions any of ACL's tradename, trademark, trade
     device, service mark, symbol, code or any abbreviation, contraction or
     simulation thereof nor shall AZCOM claim any ownership thereof. However,
     AZCOM is not prohibited from representing that the Equipment was obtained
     from ACL.


15   CONFIDENTIALITY AND USE OF INFORMATION
     --------------------------------------

     15.1 All business and technical information and data including all software
          provided by either Party and related documentation, in whatever form
          provided, recorded or unrecorded (hereinafter collectively referred to
          as "Information"), which the Parties may furnish or have furnished
          each other in anticipation of this Contract shall:

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

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

                                       14
<PAGE>

16   LIQUIDATED DAMAGES
     ------------------

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

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

     16.3 Where the right to claim liquidated damages exists, the liquidated
          damages payable per affected System shall be as follows:

          .    For the sites to be completed in November     : 16%
          .    For the sites to be completed in December     : 16%
          .    For the sites to be completed in January      : 16%
          .    For the sites to be completed in February     : 10%

          In addition, ACL must replace the affected System with a part of an
          equal or greater functionality.

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

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


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

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

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


17   LIMITATION OF LIABILITY
     -----------------------

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

                                       15
<PAGE>

18   FORCE MAJEURE
     -------------

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

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

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

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

     18.5 The amendment of the Schedule pursuant to Section 18.4 shall not give
          ACL the right to seek or demand an adjustment or modification of the
          Price.


19   CHANGES
     -------

     ACL may, after prior approval of AZCOM, alter or modify the technology of
     the Equipment, provided that the alteration or modification is of an equal
     or greater functionality to the original. In case an increase or decrease
     in the Price results as a consequence of any alteration or modification of
     the Equipment, the appropriate adjustment of the Price, and where
     necessary, the Schedule, or both, shall be undertaken by the Parties.


20   APPLICABLE DOCUMENTS
     --------------------

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

     Annex A   -    Equipment List and Price Schedule

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

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


                                       16
<PAGE>

21   ORDER OF PRECEDENCE
     -------------------

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


22   SEVERABILITY
     ------------

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


23   SUCCESSION AND ASSIGNMENT
     -------------------------

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


24   TERMINATION
     -----------

     24.1 If either Party violates any provision of this Contract and if such
          default or violation continues for sixty (60) days after receipt of
          the Party in default of a written notice from the aggrieved Party, the
          aggrieved Party may terminate this Contract for any breach hereof by
          written notice to the other Party at least thirty (30) days prior to
          the intended date of termination.

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

     24.3 In the case of default on the part of AZCOM, AZCOM shall pay ACL the
          value of delivered Equipment.


25   ARBITRATION
     -----------

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

     25.2 If such dispute or difference is not amicably settled within sixty
          (60) calendar days from its occurrence, the matter shall be settled
          through arbitration by a panel of three (3) arbitrators, one to be
          named by each Party and the third arbitrator shall be chosen by the
          two earlier designated arbitrators. In case they fail to select a
          third arbitrator within fifteen (15)

                                       17
<PAGE>

          calendar days from the date they commenced the discussion of the said
          selection, the third arbitrator shall be appointed by the chairpersons
          of the National Bar Associations of the countries of the Parties. No
          one shall be nominated or act as an arbitrator who is in any way
          financially interested in this Contract or in the business affairs of
          any of the parties.

     25.3 If any Party is dissatisfied with the decision of the arbitrators, the
          Party concerned shall, within ten (10) calendar days from receipt of
          the decision, notify the arbitrators that it disputes the same and the
          matter shall thereupon be settled under the Rules of Conciliation and
          Arbitration of the International Chamber of Commerce. The arbitration
          proceedings shall be conducted in Geneva, Switzerland in the English
          Language. The resulting award shall be final and binding on the
          parties.


26   INTERPRETATION
     --------------

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

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

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


27        ADDRESSES
          ---------

     27.1 AZCOM and ACL specify their respective addresses as follows:


          For AZCOM:


          AZCOM CORPORATION
          8/F DPC Place, 2322 Chino Roces Avenue
          Makati City, Philippines

          Attention:  Felizardo P. dela Merced

                                       18
<PAGE>

          For ACL:


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

          Attention:  Henrik Smith-Petersen

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


28   EXECUTION IN COUNTERPARTS
     -------------------------

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


29   EFFECTIVITY OF THE CONTRACT
     ---------------------------

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



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



AZ COMMUNICATIONS                   AIRSPAN COMMUNICATIONS LIMITED
NETWORK INCORPORATED


By:                                  By:



________________________             ____________________________


                         Witnessed By:



________________________             ____________________________

                                       19
<PAGE>

                                    ANNEX A

                                      OF

                             CONTRACT NO. CN99-002




                              AZCOM-ACL PROTOCOL





PROVISIONING, ENGINEERING, FURNISHING, INSTALLATION, TESTING AND COMMISSIONING



                                    FOR THE



                         ESTABLISHMENT OF A COMPLETE
                        WIRELESS ACCESS SYSTEM NETWORK



                               OCTOBER 25, 1999

<PAGE>

                             Equipment Price List

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

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

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

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

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

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

DA Modem Card                                                *           *               *

AC Rack with alarm & 1 AC shelf                              *           *               *

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

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

Sitespan NMS
Sitespan HW platform                                         *           *               *

Sitespan Client / Server Software License                    *           *               *

Sitespan Shelf License                                       *           *               *

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

Misc.
System Spares                                                *           *               *

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

Survey Tool                                                  *           *               *

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

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

Installation and Commissioning                               *           *               *

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




<PAGE>

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

Inland Transportation and Warehousing                        *           *               *

Technical Assistance                                         *           *               *

Factory Inspection / Foreign Training                        *           *               *

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

<PAGE>

                            Detailed Equipment List

AS 4000 Equipment (X3 Band)

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

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

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

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

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

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

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

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



<PAGE>

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

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

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



<PAGE>

                             Detailed Spares List

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

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

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


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



<PAGE>

                                   ANNEX B

                                      OF

                             CONTRACT NO. CN99-002



                               AZCOM-ACL PROTOCOL



         PROVISIONING, ENGINEERING, FURNISHING, INSTALLATION, TESTING
                               AND COMMISSIONING


                                    FOR THE


                         ESTABLISHMENT OF A COMPLETE
                        WIRELESS ACCESS SYSTEM NETWORK



                               OCTOBER 25, 1999
<PAGE>

                               TABLE OF CONTENTS

        1. Project Description

        2. Definitions

        3. Responsibilities of ACL

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

                3.2 Design and Engineering

                3.3 Installation, Testing and Commissioning

                3.4 Foreign and Local Training

                3.5 Emergency Technical Assistance

                3.6 Inland Transportation

                3.7 Storage

        4. Responsibilities of AZCOM

        5. Technical Details

        6. Design Review Meeting

        7. Implementation Schedule

        8. Factory Testing and Inspection

        9. System Acceptance

       10. Maintenance Spares

       11. Tools and Test Equipment

       12. Repair Service

       13. Documentation

       14. Warranty

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

<PAGE>

                               AZCOM-ACL PROTOCOL

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

1.      PROJECT DESCRIPTION

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

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

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

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


<PAGE>

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

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

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

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



<PAGE>

        1.3. Supply of Spares

        1.4. Supply of Maintenance Tools and Test Equipment

        1.5. Documentation

        1.6. Installation, Testing and Commissioning Services

        1.7. Foreign and Local Training Services

        1.8. Inland Transportation and Storage

        1.9. Emergency Technical Assistance

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

2.      DEFINITIONS

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

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

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

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

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

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

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

<PAGE>

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

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

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

3.      RESPONSIBILITIES OF ACL

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

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

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

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

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

        3.2.    Design and Engineering

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

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

<PAGE>

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

        3.3.    Installation, Testing and Commissioning

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

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

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

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

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

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

                        - Mechanical installation of the system

<PAGE>

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

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

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

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

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

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

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

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

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

        3.4.    Foreign and Local Training

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

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

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

                3.4.4.  Training Program

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

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

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

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

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

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

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

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

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

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

        3.5.    Emergency Technical Assistance

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

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

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

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

                3.5.3.  The technical assistance shall include the following
                        services:

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

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

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

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

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

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

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

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

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

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

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

        3.6.    Inland Transportation

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

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

        3.7.    Storage

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

<PAGE>

4.      RESPONSIBILITIES OF AZCOM

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

        4.2.    AZCOM shall provide the following:

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

                4.2.2.  Security for Equipment at the Job Site.

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

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

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

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

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

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

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

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

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

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

<PAGE>

5.      TECHNICAL DETAILS

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

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

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

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

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

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

                Within 2 Kms                            99.86%

                Within 2 to 5 Kms                       99.7%

                Within 5 to 15 Kms                      99.5%

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

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

<PAGE>

6.      DESIGN REVIEW MEETING

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

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

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

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

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

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

7.      IMPLEMENTATION SCHEDULE

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

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

8.      FACTORY TESTING AND INSPECTION

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

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

9.      SYSTEM ACCEPTANCE

        9.1.    System Acceptance

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

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

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

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

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

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

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

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

                Test shall include but not be limited to:

                a. visual inspection;

                b. review of the factory test results;

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

                d. end-to-end link test;

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

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

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

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

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

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

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

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

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

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

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

                b. the requirements of the Contract have been met.

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

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

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

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

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

9.2.    Performance Monitoring

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

        These tests shall be as follows:

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

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

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

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

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

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

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

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

9.3.    Acceptance for Spares and Tools and Test Equipment

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

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

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

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

9.4.    Subscriber Terminal Acceptance Test

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

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

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

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

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

10. MAINTENANCE SPARES

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

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

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

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

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

11.     TOOLS AND TEST EQUIPMENT

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

12.     REPAIR SERVICE

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

13.     DOCUMENTATION

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

<PAGE>

14.     WARRANTY

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

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

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

        For: AZCOM                              For: ACL


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


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

<PAGE>

                              LIST OF ATTACHMENTS

Attachment 1    Scope of Work

Attachment 2    Network Configuration and Requirements

                1. Typical Base Station Diagram

                2. Typical Subscriber Terminal Diagram

                3. WAS Network Diagram

                4. AZCOM Network Diagram

Attachment 3    Technical Specification

                3.1 Wireless Access Network

                    3.1.1 ETSI EN301 124 Specifications

                    3.1.2 Airspan Frequency Plan

                    3.1.3 Technical Reference/Brochure

                3.2 DC Power Supply

Attachment 4    Interface Configuration

Attachment 5    Deployment Plan

Attachment 6    Training Program

<PAGE>

                                 ATTACHMENT 1

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

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

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


ATTACHMENT 2 AZCOM
NETWORK DIAGRAM
                              (5-year projection)

128k CAVITE

128k        CALAMBA

256k        STA. ROSA

128k        PUERTO P.

128k        BATANGAS

32k LUCENA

64k         LEGASPI

            32k NAGA

128k        BACOLOD

128k ILOILO

32k DUMAGUETE

MNL1                                                           MNL2
1024k                                                          768k


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

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

SFU 128k

BAGUIO 64k

DAGUPAN 128k

ANGELES 128k

MALOLOS 256k

CABANATUAN 64k

TARLAC 128k


GENSAN 128k

ILIGAN 32k

ZAMBO 64k

CDO 256k

LEGEND :    VSAT
            TERRESTRIAL
            LEASED FACILITY
<PAGE>

                                 Attachment 3:
                        Technical Reference / Brochure

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

                 ____________________________________________

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

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

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

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

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

                                       1
<PAGE>

                                 Attachment 3:
                        Technical Reference / Brochure

System Benefits

     .  Minimises initial capital outlay

     .  Reduces the cost of deploying longer or difficult loops

     .  Permits rapid construction of networks

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

     .  Provides 'better than copper' service quality

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

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

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

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

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

The following pictures show examples of AS4000 equipment and deployments.

                                       2
<PAGE>

                                 Attachment 3:
                        Technical Reference / Brochure


External CRU                                      External CRU

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

ST Antenna                                        Internal Subscriber Terminal

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

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

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

Fixed Assigned System Architecture

                                       3
<PAGE>

                                 Attachment 3:
                        Technical Reference / Brochure


                      [DIAGRAM DEPICTING AS4000 SYSTEM]

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

          - Antenna Systems (Omni, Sectored)

ST:  Subscriber Terminal

          - External Antenna
          - External CRU
          - External or Internal PSU

CRU: Customer Radio Unit (external)

SC:  Sitespan (AS8100) Craft terminal

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

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

The following diagram shows the DA architecture:

                                       4
<PAGE>

                                 Attachment 3:
                        Technical Reference / Brochure


                      [DIAGRAM DEPICTING AS4000 SYSTEM]


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

CT:  Central Terminal (Base Station)

          - Antenna Systems (Omni, Sectored)

ST:  Subscriber Terminal

          - External Antenna
          - External CRU
          - External or Internal PSU

CRU: Customer Radio Unit (external)

SC:  Sitespan (AS8100) Craft terminal

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

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

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

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

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

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

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

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

Power Control            60 dB on uplink

RF Modulation            QPSK/DQPSK

                                       5
<PAGE>

                                 Attachment 3:
                        Technical Reference / Brochure

RF Modulation                 QPSK/DQPSK

Link BER                      1 x 10/-7/ or better

Sensitivity                   -98 dBm (fully loaded)

Transmission Delay            Less than 1ms (fixed assigned operation)

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

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

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

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

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

                              Power:
                              -24 to -70 VDC

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

                              Humidity:
                              95% at 40 deg C

                              Wind speed:
                              200 km/hr

                              Ice accumulation:
                              less than 10mm

                              EMC:
                              EN 55022 Class A

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

                                       6
<PAGE>

                                 ATTACHMENT 4

                       Airspan Frequency Range - X3 Band

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

 = 3502 MHz
F\\o\\

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

100MHz  Duplex Spacing (TX to RX)

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

<PAGE>

                         Attachment 5: Deployment Plan

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

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

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

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


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

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

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

Note:

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


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

                                       61
<PAGE>


                                 ATTACHMENT 6


                            AIRSPAN COMMUNICATIONS
                                TRAINING COURSE


                    [GRAPHIC DEPICTING TRAINING IN SESSION]

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>


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

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

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

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

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

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

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

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

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

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

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

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

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

Issue 6                          Page 2 of 25                           FEB 1999
<PAGE>


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

INTRODUCTION

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

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

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


                    Airspan Communications Ltd

                    Cambridge House

                    Oxford Road

                    Uxbridge

                    Middlesex

                    UB8 1UN

                    United Kingdom


                    Tel: + 44 (0)1895 467475

                    Fax  + 44 (0)1895 467472

Course Content

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

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


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


Issue 6                          Page 3 of 25                           FEB 1999
<PAGE>


HOW TO REGISTER FOR COURSES

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

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

 .  Your training request will be registered.

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

GENERAL REGISTRATION INFORMATION

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

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

Payment

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

Cancellation Policy

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

Confirmation Procedure

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

     .  Course Title

     .  Course Start and End Dates

     .  Course Times

     .  Students Names

     .  Location of Airspan Communications Customer Training

Issue 6                          Page 4 of 25                           FEB 1999
<PAGE>


REQUESTS FOR ON-SITE COURSES

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

The following list should be used as a guide only

     .  Lecture room (size according to numbers)

     .  Whiteboard/markers

     .  Overhead projector and/or

     .  Access to non-traffic carrying equipment

Pleases contact Airspan Communications Customer Training to discuss your
requirements

Scheduling On-Site courses

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

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

(see HOW TO REGISTER FOR COURSES)

On-Site Confirmation

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

On-Site Payment

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

On-site Cancellation Policy

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

Issue 6                          Page 5 of 25                           FEB 1999
<PAGE>


Classroom Information

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

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


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


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

Student Evaluation

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

     .  Instructor

     .  Course Content

     .  hands-on sessions

     .  Documentation

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


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

Post Training Evaluation

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

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

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

Issue 6                          Page 6 of 25                           FEB 1999
<PAGE>


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

TRAINING SCHEDULE


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

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

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

Issue 6                          Page 7 of 25                           FEB 1999
<PAGE>


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

TRAINING COURSES


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

Issue 6                          Page 8 of 25                           FEB 1999
<PAGE>


                                     AS4000

                                  APPRECIATION


COURSE NUMBER:      AS001

DURATION:           1 DAY

CLASS SIZE:         MIN 6   MAX. 12

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

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

PREREQUISITES:      None.

OBJECTIVES:         After completion of this course the attendee will:

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

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

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

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

                    Be aware of possible future developments

KEY AREAS:          Overview of AS4000

                    Functions of the system

                    System applications

                    System management

                    Documentation Practice

                    Installation and Commissioning techniques

                    Faulting Techniques

LOCATION:           UK or on-site


Issue 6                          Page 9 of 25                           FEB 1999
<PAGE>

                                    AS4000
                  INSTALLATION, COMMISSIONING and MAINTENANCE


COURSE NUMBER:      MAS001

DURATION:           5 DAYS

CLASS SIZE:         MIN 6   MAX 8

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

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

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

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

OBJECTIVES &        AS COVERED UNDER:

KEY AREAS:

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

                    Central Terminal (CT)
                              Installation and Commissioning
                              (CTCAS001)

                    Central Terminal (CT)
                              Maintenance
                              (CTMAS001)

                    AS8100 SiteSpan
                              Installation/Commissioning and Operation
                              (SSOA001)

LOCATION:           UK or on-site


Issue 6                         Page 10 of 25                           FEB 1999
<PAGE>

                                    AS4000
                             SUBSCRIBER TERMINAL -
                  INSTALLATION, COMMISSIONING and MAINTENANCE


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

DURATION:           1 DAY (per ST)

CLASS SIZE:         MIN 6       MAX 8

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


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

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

OBJECTIVES:         After completion of this course the attendee will:

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

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

                    Be aware of, and interpret, the available documentation.

                    Be able to install and commission a Subscribers Terminal.

                    Understand the faulting techniques and indications.

                    Be aware of any system specific safety requirements.

                    Be able to identify and replace FRUs.

KEY AREAS:          Overview of Airspan AS4000

                    System Safety/Other Training Requirements

                    Introduction to Subscribers Terminal Equipment

                    Documentation

                    Installation Techniques for Subscribers Terminal Equipment

                    Commissioning Subscribers Terminal

                    Faulting Techniques

                    Changing Field Replaceable Units

LOCATION:           UK or on-site


Issue 6                          Page 11 of 25                          FEB 1999
<PAGE>

                                    AS4000
                             SUBSCRIBER TERMINAL -
                  INSTALLATION, COMMISSIONING and MAINTENANCE

            This Course Is Under Development (for information only)

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

DURATION:           TBD

CLASS SIZE:         MIN 6       MAX 8

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

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

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

OBJECTIVES:         After completion of this course the attendee will:

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

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

                    Be aware of, and interpret, the available documentation.

                    Be able to install and commission a Subscribers Terminal.

                    Understand the faulting techniques and indications.

                    Be aware of any system specific safety requirements.

                    Be able to identify and replace FRUs.

KEY AREAS:          Overview of Airspan AS4000

                    System Safety/Other Training Requirements

                    Introduction to Subscribers Terminal Equipment

                    Documentation

                    Installation Techniques for Subscribers Terminal Equipment

                    Commissioning Subscribers Terminal

                    Faulting Techniques

                    Changing Field Replaceable Units

LOCATION:           UK or on-site


Issue 6                          Page 12 of 25                          FEB 1999
<PAGE>

                                    AS4000
                              CENTRAL TERMINAL -
                        INSTALLATION and COMMISSIONING


COURSE NUMBER:      CTCAS001

DURATION:           3 DAYS

CLASS SIZE:         MIN 6   MAX 8

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

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

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

OBJECTIVES:         After completion of this course the student will:

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

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

                    Be able to install and commission a Central Terminal.

                    Be aware of, and interpret, the available documentation.

                    Understand the faulting techniques and indications.

                    Be aware of any system specific safety requirements.

                    Be able to identify and replace FRUs.

KEY AREAS:          Overview of AIRSPAN AS4000

                    SAFETY/Other Training Requirements

                    Introduction to Central Terminal Equipment

                    Installation Techniques for Central Terminal Equipment

                    Commissioning the Central Terminal

                    Configuration (using AS8100)

                    Changing Field Replaceable Units

                    Connection to appropriate Management System

LOCATION:           UK or on-site


Issue 6                          Page 13 of 25                          FEB 1999
<PAGE>

                                    AS4000
                              CENTRAL TERMINAL -
                                  MAINTENANCE


COURSE NUMBER:      CTMAS001

DURATION:           2 DAYS

CLASS SIZE:         MIN 6   MAX 8

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

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

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

OBJECTIVES:         After completion of this course the student will:

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

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

                    Be aware of, and interpret, the available documentation.

                    Understand the faulting techniques and indications.

                    Be aware of any system specific safety requirements.

                    Be able to identify and replace FRUs.

                    Be able to reconfigure the Central Terminal using AS8100
                    Sitespan

KEY AREAS:          Overview of AIRSPAN AS4000

                    SAFETY/Other Training Requirements

                    Introduction to Central Terminal Equipment

                    Documentation Practice

                    Faulting Techniques

                    Configuration (using AS8100)

                    Changing Field Replaceable Units

LOCATION:           UK or on-site


Issue 6                          Page 14 of 25                          FEB 1999
<PAGE>

                              AS8100 (SITESPAN) -
               INSTALLATION, COMMISSIONING and SYSTEM OPERATION


COURSE NUMBER:      SSOA001

DURATION:           2 DAY

CLASS SIZE:         MIN 4 - MAX 6

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

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

                    An understanding of the Airspan AS4000 system and its
                    operation.

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

OBJECTIVES:         After completion of this course the attendee will:

                    Understand AS8100 hardware and software requirements.

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

                    Be aware of, and interpret, the available documentation.

                    Be able to install and commission AS8100.

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

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

KEY AREAS:          Overview of AIRSPAN AS4000

                    Safety/Other Training Requirements

                    Introduction to AS8100

                    Documentation Practice

                    Installation Techniques for AS8100

                    AS8100 System Operation

                    Configuration and Control of AS4000 network

LOCATION:           UK or on-site


Issue 6                          Page 15 of 25                          FEB 1999
<PAGE>

                                    AS4000
                              DEMAND ASSIGNMENT -
               INSTALLATION, COMMISSIONING and SYSTEM OPERATION

            This Course Is Under Development (for information only)

COURSE NUMBER:      MDA001

DURATION:           TBD

CLASS SIZE:         MIN 6 - MAX 8

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

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

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

OBJECTIVES:         After completion of this course the attendee will:

                    Understand demand assignment hardware and software
                    requirements.

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

                    Be aware of, and interpret, the available documentation.

                    Be able to install and commission equipment.

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

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

KEY AREAS:          Overview of AIRSPAN AS4000

                    Safety/Other Training Requirements

                    Introduction to Demand Assignment Equipment

                    Documentation Practice

                    Installation Techniques for Demand Assignment

                    AS8100 System Operation

                    Configuration and Control of AS4000 DA network

LOCATION:           UK or on-site


Issue 6                          Page 16 of 25                          FEB 1999
<PAGE>

                              AS4000 - MULTILINE
                  INSTALLATION, COMMISSIONING and MAINTENANCE


COURSE NUMBER:      MASM001

DURATION:           2

CLASS SIZE:         MIN 4  MAX 6

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

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

OBJECTIVES          After completion of this course the attendee will:

                    Understand AS4000 and Litespan hardware and software
                    requirements.

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

                    Be aware of, and interpret, the available documentation.

                    Be able to install and commission a Multiline system.

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

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

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

                    Litespan configuration

                    Litespan

                              installation, hardware and software

                              configuration

LOCATION:           UK or on-site


Issue 6                          Page 17 of 25                          FEB 1999
<PAGE>


                                    AS8300
                              MANAGEMENT SYSTEM -
                                SYSTEM SUPPORT


COURSE NUMBER:      EMSAS001

DURATION:           2 DAYS

CLASS SIZE:         MIN 4   MAX 6

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


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


OBJECTIVES:         After completion of this course the attendee will:

                    Be able to install and configure the AS8300.

                    Understand the AS8300 functions and platform services

                    Carry out basic problem solving/troubleshooting

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

                    Have an understanding of the data network requirements

KEY AREAS:          Overview of AIRSPAN AS4000

                    Safety/Other Training Requirements

                    Introduction to AS8300 Equipment

                    Documentation Practice

                    Installation Techniques

                    Initiation and Configuration

                    AS8300 System Management

                    Configuration and Monitoring of AS4000

                    Faulting Techniques

LOCATION:           UK or on-site


Issue 6                          Page 18 of 25                          FEB 1999
<PAGE>


                                     AS8300
                              MANAGEMENT SYSTEM -
                                SYSTEM OPERATORS


COURSE NUMBER:      EMOAS001

DURATION:           2 DAYS

CLASS SIZE:         MIN 6   MAX 8

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

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


OBJECTIVES:         After completion of this course the attendee will:

                    Understand the HCI features and principles of use

                    Be able to carry out circuit and equipment configuration

                    Be conversant with the monitoring and control functions

KEY AREAS:          Overview of AIRSPAN AS4000

                    Safety/Other Training Requirements

                    Introduction to AS8300 Equipment

                    Documentation Practice

                    AS8300 System Operation

                    Logging On/Off

                    Network Configuration

                    Fault/Error Reports

LOCATION:           UK or on-site


Issue 6                          Page 19 of 25                          FEB 1999
<PAGE>


                          LITESPAN 120 - CHANNEL BANK
                  INSTALLATION, COMMISSIONING and MAINTENANCE


COURSE NUMBER:      MLS001

DURATION:           2 DAYS

CLASS SIZE:         MIN 6   MAX 8

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

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

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

OBJECTIVES:         After completion of this course the attendee will:

                    Understand the features and principles of use

                    Be able to carry out circuit and equipment configuration

                    Be conversant with the monitoring and control functions

KEY AREAS:          Overview of LITESPAN 120

                    Safety/Other Training Requirements

                    Introduction to SA8100 management system

                    Documentation Practice

                    System Operation

                    Logging On/Off

                    Network Configuration

                    Fault/Error Reports

LOCATION:           UK or on-site


Issue 6                          Page 20 of 25                          FEB 1999
<PAGE>


                                   CP600/800
                           OPERATIONS AND MAINTENANCE

            This Course Is Under Development (for information only)


COURSE NUMBER:      CP601

DURATION:           2 DAYS

CLASS SIZE:         MIN 6   MAX 10

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

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

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

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

                    Describe the meaning of typical digital alarms

                    Describe basic faulting techniques

                    Outline the functions of the CP600/800

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

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

KEY AREAS:          Digital transmission overview

                    CP600/800 'system' support and maintenance

                    System applications

                    Operational Maintenance

                    Functional Requirements

                    Alarms and Trouble Shooting

LOCATION:           UK or on-site


Issue 6                          Page 21 of 25                          FEB 1999
<PAGE>



COURSE REGISTRATION


Course Information

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

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

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

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

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

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

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

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

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

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

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

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

Additional Requirements

     Car Parking Spaces Required                  Yes/No

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

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

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

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

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

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

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

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

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

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

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

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

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

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


Issue 6                          Page 22 of 25                          FEB 1999
<PAGE>


ON-SITE TRAINING REQUEST


Course Information

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

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

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

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

Training location

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

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

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

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

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

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

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

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

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

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

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

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

Billing Information

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

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

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

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

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

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

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

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

Training Information

     System Available                             Yes/No

     Live Traffic on System                       Yes/No

     Dedicated training facilities available      Yes/No

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

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

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


Issue 6                          Page 23 of 25                          FEB 1999
<PAGE>


READERS COMMENT


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

Is this document complete?                        Yes/No

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

From:

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

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

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

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

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

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

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

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

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


Issue 6                          Page 24 of 25                          FEB 1999
<PAGE>


TRADEMARKS          The following are registered trademarks of Airspan
                    Communications Corporation:

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

                    The following are registered trademarks of DSC
                    Communications Corporation:

                             Litespan(R)

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

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

INFORMATION         Information contained in this booklet is subject to change.






             Prepared by Airspan Communications Customer Training.


Issue 6                          Page 25 of 25                          FEB 1999
<PAGE>


                                    ANNEX C

                        AZ Communications Network, INC.

                                                    Order No CN99-015

Supplier :   Airspan Communications Limited         Page _______ of ______

             Cambridge House, Oxford Road           Date :

             Uxbridge Middlesex, UB8 1UN UK         Quotation No. :

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

                                                    Requested Del.

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

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

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

    Antenna Modules
    Omni Antenna System, incl. Feeder and kit

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

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

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

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

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

Noted by:                              Approved by:
       ________________________               _________________________