##### 



Exhibit 10.6
 
  Whereas,
 NOW, THEREFORE,




---



##### 



ARTICLE
1
 REQUIREMENTS
  1.1 APPENDICES
 Appendix A
    
    Affiliates Verizon WestAppendix B
    
    ProductsAppendix C
    
    DocumentationAppendix D
    
    PricesAppendix E
    
    Delivery IntervalAppendix F
    
    BVAPPAppendix G
    
    ReservedAppendix H
    
    TrainingAppendix I
    
    MWDVBEAppendix J
    
    TransportationAppendix K
    
    ReservedAppendix L
    
    Quality, Reliability and Engineering SpecificationsAppendix M
    
    ReservedAppendix N
    
    ReservedAppendix O
    
    Non-Discrimination Compliance Undertaking
 ARTICLE 2
 DEFINITIONS
 2.1 ACCEPTANCE
 STANDARD ACCEPTANCE




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##### 



FIRST OFFICE APPLICATION (FOA) ACCEPTANCE
 GENERALLY AVAILABLE (GA) PRODUCT ACCEPTANCE
 2.2 ACCEPTANCE DATE
 2.3 AFFILIATE
 2.4 DAY
 2.5 DOCUMENTATION
 2.6 HARDWARE




---



##### 



Appendix D
 2.7 NETWORK
 2.8 NETWORK ELEMENTS
 2.9 PRODUCT Appendix D
 2.10 SERVICES Appendix D
 2.11 SOFTWARE Appendix B Appendix B
 RELATED DOCUMENTATION




---



##### 



LICENSED MATERIALS
 2.12 SOURCE CODE
 2.13 OPERATIONS SUPPORT SYSTEM
 2.14 SYSTEM Appendix D
 2.15 WORK Appendix B
 2.16 SPECIFICATIONS in the Appendix B.




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##### 



ARTICLE 3
 AGREEMENT TO PURCHASE
 3.1 SCOPE OF AGREEMENT Appendix D
 APPLICATION OF AGREEMENT Appendix D
 3.2 TERM OF AGREEMENT
 3.3 INTERRELATIONSHIP WITH ORDERS
 3.4 GOVERNMENT CONTRACT PROVISIONS




---



##### 



3.5 NON-EXCLUSIVE_MARKET RIGHTS
 ARTICLE 4
 SUPPLIER COMPREHENSIVE RESPONSIBILITIES FOR OVERALL PERFORMANCE
 Appendix B




---



##### 



ARTICLE 5
 ASSIGNMENT
 5.1 ASSIGNMENT BY PURCHASER
  5.2 ASSIGNMENT BY SUPPLIER




---



##### 



ARTICLE 6
 DOCUMENTATION,
SUPPLIERS SPECIFICATIONS, INFORMATION,  RECORDKEEPING AND DISCLOSURE
 6.1 DOCUMENTATION Appendix C
    6.2 SUPPLIERS SPECIFICATIONS AND DRAWINGS Appendix C




---



##### 



6.3 PERIODIC REPORTS
 1.
    
    Actual or Potential Event Reports2.
    
    Repair & Replacement Reports3.
    
    Outstanding Engineering Complaints and EC Tracking Reports4.
    
    Reliability and Quality Measurements Product Performance Reports5.
    
    Summary Product Troubles Reports6.
    
    Monthly Custom Product Development Reports7.
    
    Monthly Production Schedule Reports8.
    
    Monthly Committed Feature Status Reports9.
    
    Software Development Tracking Reports10.
    
    Quarterly Subcontractor Reports11.
    
    Organization charts12.
    
    Weekly Impact/Issues Report13.
    
    Monthly Quality Performance Reports14.
    
    Quarterly Diversified Supplier Subcontracting and Second Tier Reports15.
    
    Diversified Supplier (MWBE) Utilization Reports16.
    
    NTF (No Trouble Found) Summary Reports17.
    
    Quarterly Continuous Improvement Reports18.
    
    Change Order Reports19.
    
    Summary of Technical Support Calls20.
    
    Document Distribution List21.
    
    Consignment Inventory Reports22.
    
    Monthly Shipment and Order Reports




---



##### 



6.4 RECORDS AND AUDIT
   6.5 COMPATIBILITY INFORMATION




---



##### 



6.6 NETWORK INTERCONNECTION INFORMATION




---



##### 



6.7 DISCLOSURE OF POTENTIAL OR ACTUAL DEFECTS
  1.
    
    any malfunction of the PRODUCTS or any failure of the PRODUCTS to conform to the SPECIFICATIONS
of Purchaser, or the specifications of Supplier, or the specifications of any other purchaser or
user of the PRODUCTS;2.
    
    actual failures or impaired functioning of the PRODUCTS resulting in the disruption of any
service provided by telecommunications facilities, including but not limited to network access, to
Purchaser, to customers of Purchaser or of any other purchaser or user of the PRODUCTS for a period
of ten (10) uninterrupted minutes per occurrence;3.
    
    potential, suspected or actual defects in design and/or manufacturing of the PRODUCTS which
are or should be known by Supplier regardless of whether such potential, suspected or actual
defects in design and/or manufacturing have resulted in any actual malfunctions or failures of the
PRODUCTS, and which have




---



##### 



the potential of causing the disruption of any service provided by telecommunications
facilities, including but not limited to network access, to Purchaser, to customers of Purchaser,
or of Supplier, or of any other purchaser or user of the PRODUCTS for
a period of ten (10)
uninterrupted minutes per occurrence; and,4.
    
    uses of the PRODUCTS in combination with other goods, products, or services, whether those of
Supplier or others, where such combined usage could be reasonably predicted to or actually does
result in failure or impaired functioning of the PRODUCTS which cause, or have the potential of
causing, the disruption of any service provided by telecommunications facilities, including but not
limited to network access, to Purchaser, to customers of Purchaser, or of Supplier, or of any other
purchaser or user of the PRODUCTS for a period of ten (10) uninterrupted minutes per occurrence.
  
  1.
    
    activities which led up to or preceded the Event;2.
    
    the cause or causes of, including any and all known contributing factors to, the event;3.
    
    any and all actions taken by Supplier, its agents, and contractors, and by the owner or
user of the PRODUCTS which are subject to the Event to control;4.
    
    the date the Event will be resolved, and;5.
    
    any and all measures which can be reasonably taken to avoid the occurrence of the Event
in Purchasers PRODUCTS.




---



##### 



6.8 DISCLOSURE
 ARTICLE 7
 PRICES AND TERMS OF PAYMENT
 7.1 PRICES Appendix D.
 INCREASE DURING TERM Appendix D.
 REDUCTIONS
 PRICE COMMITMENT Appendix D




---



##### 



as specified
in Appendix E,




---



##### 



CONTINUOUS IMPROVEMENTS
 NEW TECHNOLOGY REPLACEMENT
     Appendix D
 Appendix D




---



##### 



NEW TECHNOLOGY ADDITIONS Appendix D
 7.2 FIRM PRICE QUOTE
   EXCLUSIONS
 7.3 MOST FAVORED NATION




---



##### 



7.4 TERMS OF PAYMENT
 7.4.1
    
    INVOICES FOR PRODUCT Suppliers invoice for
PRODUCT shall be paid net) thirty (30) days from date of invoice, but in no event shall any invoice be dated prior
to shipment.7.4.2
    
    INVOICES FOR SERVICES Suppliers invoice for
SERVICES shall be paid net thirty (30) days from receipt of invoice, but in no event shall any invoice be dated prior
to completion and ACCEPTANCE of SERVICES.7.4.3
    
    DISTINGUISH PAYMENT AND ACCEPTANCE Payment by Purchaser of such invoices does not
mean or imply that the PRODUCT has been accepted and does not impair or limit in any way
Purchasers full rights and remedies of ACCEPTANCE which shall be and remain as set forth in
Article 13 hereof.7.4.4
    
    INVOICES FOR FIRM PRICE QUOTES With respect to
invoices for charges associated with Price Commitment or Firm Price Quotes, Supplier agrees to invoice Purchaser
the applicable price(s), charges and fees, as reduced by any applicable discounts, according to the
following schedules or as mutually agreed to by Purchaser and Supplier:
 One hundred percent (100%)




---



##### 



One hundred percent (100%)
      7.5 BILLING VERIFICATION AND AUTHORIZATION FOR PAYMENT PROCESS (BVAPP) Appendix F.




---



##### 



ARTICLE 8
 TITLE, TRANSPORTATION & CONSIGNMENT
 8.1 TITLE AND RISK OF LOSS
   8.2 F.O.B., Origin Appendix J




---



##### 



8.3 SCHEDULES Appendix E
 ACCELERATED DELIVERY
 NOTICE OF DELIVERY
 ANTICIPATORY FAILURE TO MEET DELIVERY SCHEDULE
 8.4 SHIPPING AND BILLING




---



##### 



8.5 SHIPPING SCHEDULE
 8.6 INEXCUSABLE DELAY
 8.7 NOTICE OF DELAY
 8.8 PACKING
  1.
    
    ME-000047NX, Purchasers Specification, Packing, Packaging and Palletization, Issue 7,
November 1991.2.
    
    GR-1421-CORE, Bell Communications Research Generic Requirements, ESD-Protective Circuit Pack
Containers, Issue 2, June 1995. Conditional/Objective Requirements CR4-33, O4-34, O4-41,
O4-42, O4-54, CR4-56, and O4-57 shall be required.




---



##### 



Section 4.6 and section 2.13.5:
 Section 4.10.2:
 Section 4.10.4:
  8.9 MARKING




---



##### 



8.10 BAR CODE PACKAGE LABELING
 (1)
    
    The following Telecommunications Industry Forum (TCIF) specifications:
     (2)
    
    Purchasers specification:




---



##### 



ARTICLE 9
 ORDERS
 9.1 ORDERS




---



##### 



1.
    
    Standard interval Orders for PRODUCT and/or SERVICES in accordance with
prices and ordering intervals contained herein, or where such prices do not exist,
then at prices agreed to by Purchaser and Supplier; or2.
    
    Short interval Orders for PRODUCT and/or SERVICES required in less than
standard intervals at prices and intervals agreed to by Purchaser and Supplier; or3.
    
    Accepted Firm Price Quote (FPQ), in accordance with Section 7.2 hereof,
entitled FIRM PRICE QUOTE; or4.
    
    Accepted Price Commitment in accordance with Clause 7.1.3 hereof, entitled
PRICE COMMITMENT.




---



##### 



9.2 VARIATION IN QUANTITY
 9.3 CANCELLATION OF ORDER
 9.4
 9.5 CHANGE ORDER
 CHANGE ORDER PROCESS




---



##### 



CUSTOM SOFTWARE CHANGE ORDERS
 CHANGE ORDER ADJUSTMENTS
 SUPPLIERS RESPONSIBILITY




---



##### 



ASSISTANCE OF PURCHASERS PERSONNEL
 CHANGE ORDER INFORMATION
 
  9.6 STOP WORK ORDER
 STOP ORDER PROCESS




---



##### 



SUPPLIERS RESPONSIBILITY
 ADJUSTMENTS UPON RESUMPTION OF WORK
 9.7 PURCHASER ADVICE
 9.8 ELECTRONIC DATA INTERCHANGE




---



##### 



ARTICLE 10
 QUALITY ASSURANCE
 10.1
QUALITY COMMITMENT
 
      10.2 QUALITY SYSTEM Appendix L




---



##### 



10.3 QUALITY PERFORMANCE REPORTING Appendix L
  
  
  10.4 SOURCE INSPECTION




---



##### 



Appendix L
 
   10.5
PRODUCT TESTING
 10.6
QUALITY SURVEILLANCE




---



##### 



10.7
 10.8 COMPLAINTS
 ENGINEERING COMPLAINTS Appendix L
 NOT
 DOES NOT




---



##### 



SUPPLIER QUALITY COMPLAINTS




---



##### 



CONTINUOUS IMPROVEMENT PLAN
  ARTICLE 11
 TECHNICAL AND ENGINEERING ISSUES
 11.1 CONTROLLED INTRODUCTION
   CHANGES TO HARDWARE OR SOFTWARE/PRODUCT CHANGE
NOTICES(PCNs)




---



##### 








---



##### 



ARTICLE 12
 INSTALLATION AND SUPPORT
 12.1 TECHNICAL SUPPORT
    FULL SUPPORT DURING ENGINEERING, INSTALLATION AND CONVERSION PERIODS




---



##### 



POST ACCEPTANCE SUPPORT
 IN WARRANTY
   OUT OF WARRANTY
 Appendix
D hereto, entitled Pricing,
 Appendix D




---



##### 



ESCALATION PROCEDURE 800-544-6831
  12.2 SOFTWARE SUPPORT
 IN WARRANTY




---



##### 



OUT OF WARRANTY Appendix D hereto, entitled Pricing,




---



##### 



12.3 REPAIRS AND REPLACEMENT
   REPAIR AND REPLACEMENT PROCEDURES




---



##### 



IN WARRANTY y




---



##### 



OUT OF WARRANTY Appendix D,




---



##### 



12.4 ENGINEERING SERVICES
 DEFINING ENGINEERING SERVICES
  OFFICE RECORDS
 SCHEDULING FOR ENGINEERING SERVICES




---



##### 



STANDARDS FOR ENGINEERING SERVICES
 WARRANTY FOR ENGINEERING SERVICES
  DETAIL ENGINEERING BY SUPPLIER Appendix G
 DETAIL ENGINEERING BY SUPPLIER USING A
PURCHASER CERTIFIED/APPROVED SUPPLIER Appendix G




---



##### 



DETAIL ENGINEERING BY PURCHASER AND/OR ITS AGENTS
 12.5
INSTALLATION BY SUPPLIER Appendix G,
 DURING INSTALLATION
     PRIOR TO CUTOVER




---



##### 



CONDITIONS NORMALLY PROVIDED BY PURCHASER
 General Building Conditions
 Repairs to Buildings
 Openings in Buildings




---



##### 



Ceiling Inserts
 Electric Current, Temperature Control and Light
 Toilet Facilities
 Access to Existing Facilities
 Use of Available Testing Equipment
 Grounding
 Requirements for Purchaser Circuits
 Stand-by Engine/Alternator Facilities
 Main Distribution Frame (MDF) Cross-Connections and Heat Coils




---



##### 



Designation Strips
 Fire Protection Apparatus
 Furniture and Fixtures
 CONDITIONS NORMALLY PROVIDED BY SUPPLIER
 Receipt and Inspection of PRODUCT
 Protection
of PRODUCT, Equipment or Buildings
 Coverage for Returned PRODUCT
 General Method of Procedure
 Detailed Method of Procedure




---



##### 



Monthly Progress Report
 Removed/Disconnected Equipment
 Determination of Working Equipment
 Maintenance of PRODUCT
 Frame and Aisle Lighting
 Cross-Connections other than on MDF
 Engineering Errors
 Hauling and Hoisting
 12.6 INSTALLATION BY PURCHASER
 INSTALLATION SUPPORT SERVICES




---



##### 



METHOD OF PROCEDURE




---



##### 



ARTICLE 13
 ACCEPTANCE
 SYSTEM, PRODUCT
and/or s SYSTEM, PRODUCT and/or SYSTEM, PRODUCT or
 13.1 TYPES OP ACCEPTANCE
 1.
    
    PRODUCTS and SERVICES that Purchaser determines must go through Purchasers FIRST OFFICE
APPLICATION and subsequent purchases of SERVICES that have successfully completed FOA ACCEPTANCE
and have become GENERALLY AVAILABLE PRODUCT (GA) (see Section 13.3).13.2
    
    [Intentionally Omitted.]
 13.3 FIRST OFFICE APPLICATION (FOA) and GENERALLY AVAILABLE PRODUCT (GA) ACCEPTANCE
 FIRST OFFICE APPLICATION (FOA) ACCEPTANCE




---



##### 



FOA PHASE II ACCEPTANCE
 FOA CORRECTIVE ACTION PLAN




---



##### 



13.4 SERVICES ACCEPTANCE
  ARTICLE 14
 WARRANTIES
 WARRANTIES & SPECIFICATIONS
 14.1 WARRANTY OF TITLE




---



##### 



QUIET ENJOYMENT
 14.2 BASIC WARRANTY
 14.3
 14.4
 14.5 ADDITIONAL COMMITMENTS AND WARRANTIES




---



##### 



14.6 SURVIVAL
 14.7
 14.8 WARRANTY PERIOD
 HARDWARE
    HARDWARE TYPE
    
    NEW HARDWARE
    
    
    
    REPAIR/REPLACEMENT HARDWAREPRODUCTS
    
    36 months
    
    
    
    Remainder of NEWHARDWARE Warranty or90 days, whichever islonger.TEST EQUIPMENT
    
        
    
    
    
    APPARATUS
    
        
    
    
    
    PARTS
    
        
    
    
    
    




---



##### 



SOFTWARE
   NEW SOFTWARE
    
    REPAIR/REPLACEMENT SOFTWARE36
Months
    
    Remainder of NEW
SOFTWARE Warranty or () 90 days, whichever is longer.




---



##### 



Software Release Warranty
   14.9 Year 2000  REPRESENTATION AND WARRANTY
 SOFTWARE




---



##### 



HARDWARE
 SYSTEMS




---



##### 



14.10 ILLICIT CODE




---



##### 



14.11 SERVICES
 14.12 EMPLOYEES ANDSUBCONTRACTORS BOUND agreement(s)
 ARTICLE 15
 SOFTWARE
 IRREVOCABLE SOFTWARE RIGHTS
 15.1 RIGHTS IN SOFTWARE




---



##### 



(i)
    
    to use, execute and operate the LICENSED MATERIALS, in whole or in part, on
any computer system or processor on which the LICENSED MATERIALS will function, and on
any number of computer systems or processors, provided the use, execution or operation
is in the normal course of business; notwithstanding anything to the contrary in the
Agreement, use by or for Purchasers direct or lower tier customers, as incident to,
arising out of, or as reasonably necessary to comply with, the Telecommunications Act
of 1996 or any FCC orders implementing same, or any similar unbundling, resale or
interconnection requirements imposed by any state or local public service authority
shall be deemed to be use, execution or operation in the normal course of business and
shall be included, without additional charge, within the scope of the license granted
under this Agreement;(ii)
    
    to perform, display, transmit and integrate the LICENSED MATERIALS,
subject to the limitations in Section 15.1;(iii)
    
    to sublicense, transfer, or assign solely in connection with the sale,
rental, lease, transfer, or assignment of PRODUCT; and(iv)
    
    to authorize any third party to exercise any of the foregoing rights and
licenses, provided such exercise is in support of or arises out of Purchasers
normal course of business.




---



##### 



ARTICLE 16
 INTELLECTUAL PROPERTY  GENERAL OBLIGATIONS
 INFRINGEMENT




---



##### 



16.1 INFRINGEMENT OF PATENTS, COPYRIGHTS, AND TRADEMARKS




---



##### 








---



##### 



16.2 INTELLECTUAL PROPERTY RIGHTS




---



##### 



16.3 RIGHTS TO INNOVATIONS AND INVENTIONS




---



##### 



PROSECUTION OF PATENTS
 16.4 LICENSES
 16.5 IDENTIFICATION
 16.6 INSIGNIA




---



##### 



16.7 PUBLICITY
 16.8 USE OF INFORMATION
 16.9 SUPPLIERS INFORMATION
 ARTICLE 17
 EXTRAORDINARY SUPPORT




---



##### 



Appendix D
 ARTICLE 18
  ARTICLE 19
 DEFAULT AND TERMINATION
 19.1 SUPPLIER DEFAULT




---



##### 



19.2 DEFAULT CURE PERIOD
 19.3 TERMINATION PURSUANT TO DEFAULT
 19.4 PURCHASERS RIGHT TO DEVELOPED INFORMATION UPON TERMINATION




---



##### 



19.5 TERMINATION FOR CONVENIENCE
 EFFECT OF TERMINATION
 19.6 TERMINATION FOR INSOLVENCY, BANKRUPTCY, ASSIGNMENT, EXPROPRIATION, AND/OR LIQUIDATION




---



##### 



1.
    
    is declared insolvent or bankrupt, or makes an assignment or
other arrangement for the benefit of its creditors;2.
    
    has all or any substantial portion of its capital stock or assets
expropriated
by government authority; or3.
    
    is dissolved or liquidated (except as a consequence of a merger,
consolidation, or other corporate reorganization not involving the
insolvency or expropriation of that party).
  19.7 TRANSFER OF CONTROL
 19.8 TERMINATION BY SUPPLIER




---



##### 



ARTICLE 20
 SUPPLIERS CONTINUING OBLIGATIONS
 20.1 INDEPENDENT OBLIGATION OF SUPPLIER TO CONTINUE PERFORMANCE
 20.2 POST TERMINATION/NON-RENEWAL
 20.3 CONTINUING AVAILABILITY




---



##### 



ARTICLE 21
 LIABILITY AND INSURANCE
 21.1 LIABILITY




---



##### 



21.2 INSURANCE




---



##### 



21.3 LIMITATION OF LIABILITY
 A)
    
    a complete refund of all moneys paid by Purchaser for defective PRODUCTS and
SERVICES;B)
    
    any costs, charges and expenses associated with the installation, de-installation and
removal of rejected defective PRODUCTS;C)
    
    any incremental costs, charges and expenses incurred by Purchaser to obtain, provide
and implement a workaround incident to a failure to provide the PRODUCT or
SERVICES in accordance with SPECIFICATIONS;D)
    
    any costs, charges and expenses of replacing lost or damaged property, equipment,
SOFTWARE and HARDWARE caused by Supplier or Suppliers PRODUCTS and
SERVICES;E)
    
    any costs, charges and expenses incurred to correct defects, deficiencies or defaults
related to the failure or malfunction of PRODUCTS or SERVICES;F)
    
    any excess costs, charges and expenses to reprocure similar commercially available
PRODUCTS and SERVICES from a third party on an expedited basis, it being
understood that any such costs associated with such PRODUCTS and SERVICES
will be net of the refund of the purchase price;




---



##### 



G)
    
    any other type of damages normally considered direct or general damages in the procurement
of telecommunications technology.
  ARTICLE 22
 Intentionally Omitted.
 ARTICLE 23
 WORK PERFORMED ON PURCHASER PREMISES
 23.1 CLEAN UP
 23.2 HARMONY
 23.3 PLANT AND WORK RULES
 23.4 RIGHT OF ACCESS
 23.5 TOOLS AND EQUIPMENT
 23.6 WORK HEREUNDER




---



##### 



23.7 IDENTIFICATION CREDENTIALS
 ARTICLE 24
 ENVIRONMENTAL AND SAFETY
 24.1 ENVIRONMENTAL COMPLIANCE
 SUPPLIER ENVIRONMENTAL WARRANTY Appendices B and L hereto, ,




---



##### 



STATE
 PERFORMANCE
 SUPPLIERS CERTIFICATION AND INDEMNIFICATION
 LICENSES AND PERMITS
  SAFETY PRECAUTIONS AND MANAGEMENT PRACTICES
 24.2 HAZARDOUS CHEMICAL INFORMATION
 1.
    
    as a toxic/hazardous substance, as defined by the Occupational Safety and
Health Administration, Environmental Protection Agency, and/or all state Right to
Know laws; and/or




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##### 



2.
    
    as a carcinogen or potential carcinogen by the National Toxicology Program or
the International Agency for Research on Cancer; and/or3.
    
    a hazardous material as defined in the Hazardous Material Transportation Act;
and/or4.
    
    a regulated material under the Federal Insecticide, Fungicide and
Rodenticide Act; and/or5.
    
    as a hazardous waste in the Resource Conservation and Recovery Act or the
Superfund Amendment Reauthorization Act; and/or6.
    
    as radioactive; and/or7.
    
    under the Clean Air Act or Clean Water Act.
  HAZARDOUS MATERIALS COMPLIANCE PROVISION
 1.
    
    all product labeling and other requirements imposed by the New Jersey Worker and Community
Right-to-Know Act, N.J.S.A. 34:5A-1, et. seq., and all regulations adopted pursuant thereto;2.
    
    all product labeling and other requirements imposed by the Occupational Safety and Health
Act of 1970 (OSHA), as amended, and all regulations adopted pursuant thereto, including the
Hazard Communication Standard regulations;3.
    
    all requirements of the Hazardous Material Transportation Act, the Toxic Substance Control
Act, as amended, the Federal Insecticide, Fungicide and Rodenticide Act (FIFRA) and the New
Jersey Pesticide Control Code (N.J.A.C. 7:30).
 24.3 OCCUPATIONAL SAFETY AND HEALTH ACT (O.S.H.A.)




---



##### 



ARTICLE 25
 TRAINING
 Appendix H,
   1.
    
    Instructors, training equipment and instructional DOCUMENTATION suitable to
train Purchasers personnel at either Suppliers or Purchasers location.2.
    
    Provide instructor training, training equipment and instructional
DOCUMENTATION suitable to sufficiently train Purchasers training staff, so that they,
in turn, may conduct training programs related to the SYSTEM and/or PRODUCT and
qualify other Purchasers personnel in the appropriate use, or application of the
SYSTEM and/or PRODUCT.
 Appendix H.
 ARTICLE 26
 CONSULTING




---



##### 



ARTICLE 27
 GENERAL PROVISIONS
 27.1 SEVERABILITY
 27.2 CHOICE OF LAW
 27.3 COMPLIANCE WITH LAWS
 Appendix O  Non-Discrimination Compliance Undertaking.




---



##### 



27.4 COMPLIANCE WITH FEDERAL RULES
 RADIO FREQUENCY ENERGY STANDARDS
 REGISTRATION
 27.5 MINORITY AND WOMEN-OWNED BUSINESS ENTERPRISES Appendix I hereto, entitled MWDVBE.




---



##### 



Appendix I hereto, entitled
MWDVBE
 
  27.6 EXPORT CONTROL




---



##### 



27.7 TAXES
 27.8 REGULATORY ASSISTANCE
 27.9 SURVIVAL
 27.10 NON-WAIVER
 27.11 NOTICES




---



##### 



27.12 FORCE MAJEURE but excluding the effects of environmental factors identified in Appendices B
and L hereto,
 1.
    
    terminate such order or part thereof as to PRODUCTS not already
shipped or SERVICES not already performed;




---



##### 



2.
    
    suspend such order for the duration of the delaying causes, buy or sell elsewhere
PRODUCTS to be bought or sold hereunder and deduct from any order commitment the
quantity bought or sold or for which such commitments have been made elsewhere; or3.
    
    resume performance under such order once the delaying cause ceases with an
option in the injured party to extend the delivery or performance date up to the
length of time the contingency endures.
  27.13 RELEASES VOID
 27.14 SECTION HEADINGS




---



##### 



ARTICLE 28
 ALTERNATE DISPUTE RESOLUTION
 28.1 REFERRAL
 28.2 MEDIATION




---



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ARTICLE 29
 TL 9000 REPRESENTATION AND WARRANTY
 Definitions
 (a)
    
    TL 9000 Registration is a certification of TL 9000 Compliance and indicates the
successful completion of a Registration Audit by a TL 9000 Registrar, including the receipt
of a TL 9000 Certificate TL 9000 Registration (i) may apply to the quality management
system for Hardware, Software, Services, and/or Documentation or any combination thereof and
(ii) may cover an entire company, a business unit, facility or a limited, defined product
line as mutually agreed by Supplier and the Registrar. The scope of TL 9000 Registration
will be clearly defined within the TL 9000 Certificate. TL 9000 Registration lasts for 3
years, covers 100% of the scope of the entity being registered (i.e., company,
organizational unit, facility or limited, defined product line) and
the TL 9000 Quality
Management System Requirements.(b)
    
    TL 9000 Certificate defines the scope of TL 9000 Registration and certifies that
Suppliers applicable quality management system is TL 9000 Compliant and has successfully
completed a TL 9000 Registration Audit by a TL 9000 Registrar.(c)
    
    TL 9000 Registration Audit means a planned, independent and documented assessment of a
suppliers quality management system that is performed by a TL 9000 Registrar to determine
TL 9000 Compliance of such system.(d)
    
    TL 9000 Registrar means an organization that meets the requirements established
by the QuEST Forum and affirmed by the accreditation body for the purpose of administering
the TL 9000 Registration process. Registrars perform TL 9000 Registration Audits under a
contractual arrangement with the supplier (the Registration Contract). Registrars are
responsible for verifying that a contracting supplier has implemented a quality management
system that complies with TL 9000 Requirements for as long as the Registration Contract is
in effect.




---



##### 



(e)
    
    TL 9000 Quality Management System Requirements, referred to herein as TL 9000
Requirements, mean the telecommunications quality system requirements that are common to
the design, development, production, delivery, installation and maintenance of hardware,
software and/or services established by the QuEST Forum. In addition to common quality
requirements, the QuEST Forum has also established separate quality system requirements that
are specific to hardware, software and services, respectively, as part of the TL 9000
Requirements. TL Requirements also include such Requirements as updated or amended from time
to time by the QuEST Forum.(f)
    
    TL 9000 Compliant or TL 9000 Compliance means that Suppliers applicable quality
management system fully meets the TL 9000 Requirements as documented by the receipt of
either:
 
 
 (g)
    
    TL 9000 Compliance Statement is an affirmative indication in writing that Suppliers
quality management system has met the TL 9000 Requirements from any quality auditor who is
independent of Supplier, is certified to perform TL 9000 audits and is not a TL 9000
Registrar (Quality Auditor).(h)
    
    TL 9000 Product Category Table means the auditable TL 9000 Requirements (which are
referred to herein as the TL 9000 Quality System Measurements) as
published in TL 9000 Quality Management System -Measurements
Handbook by the Quality Excellence for Suppliers
of Telecommunications Leadership Forum (the QuEST Forum).




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Periodic Review




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ARTICLE 30
 REPAIRS BY BUYER




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ARTICLE 31




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ARTICLE 32
 LAB TESTING
 32.1.1
 ARTICLE 33
 ENTIRE AGREEMENT




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SUPPLIER:
    
    TELESECTOR RESOURCES GROUP, INC.XEL COMMUNICATIONS, INC.
    
    D/B/A VERIZON SERVICES
GROUP (A VERIZON COMPANY)By:
    
    Michael Hull
    
    By:
    
    George S. DowellName:
    
    Michael Hull
    
    Name:
    
    George S. DowellTitle:
    
    Vice-President
    
    Title:
    
    Sup Corporate SourcingDate:
    
    June 19, 2003
    
    Date:
    
    7/21/03