CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST
     FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS OF THIS EXHIBIT HAVE
       BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                EXHIBIT 10.8

                    Agreement to Purchase and Sell Equipment

        This Agreement made this 30th day of June, 1994 by and between

         CellularVision Technology & Telecommunications, L.P.
         with offices at Dag Hammarskjold Boulevard, Freehold, N.J.  07728
         (hereinafter referred to as "CT&T"),
                           and
         mm-Tech, Inc, with offices at 246 Industrial Way West,  Eatontown,  NJ 
          07724 (hereinafter referred to as "Supplier")

          Whereas,  CT&T is the  owner  of and  developer  (either  directly  or
through  its   predecessors   and  officers)  of  a  certain   millimeter   wave
telecommunications   system  known  as  the  CellularVision(TMSM)  system  for
transmitting  information,  which system is generally described in United States
Patent number  4,747,160  and foreign  counterparts  thereto (the  "Patent") and
further described in the Federal Communications Commission proceedings regarding
Local  Multipoint  Distribution  Services (In Re Application of Suite 12 Group);
and

          Whereas, Supplier is in the business of manufacture and development of
microwave  and  telecommunications  products  and has  agreed  to  perform  such
services  for and on  behalf  of  CT&T in  accordance  with  the  specifications
directed by CT&T; and

          Whereas,  CT&T has agreed to purchase certain  equipment from Supplier
under  certain terms and  conditions  and it is the intention of both parties to
set forth such terms and conditions which shall govern the sale of the equipment
as well as the conduct of the parties with regard to proprietary  information of
the other which will be  necessarily  be  disclosed in the  performance  of this
transaction.

          Now,  therefore,  in  consideration  of the mutual  obligations of the
parties  hereto as described  herein,  it is agreed and the parties  agree to be
bound as follows:

          1. Sale and Purchase.  CT&T agrees to purchase and Supplier  agrees to
sell certain equipment described in Schedule "A" attached hereto and made a part
hereof (hereinafter referred to as "Specified Equipment"). Schedule "A" may also
contain  specifications of the equipment subject to this sale. In the event that
detailed  specifications are not included in Schedule "A", then the parties have
agreed to submit such  information  to the other  under  separate  cover,  which
specifications  shall be deemed included in Schedule "A" by reference.  Schedule
"A" may be amended from time to time by mutual  consent of the parties to change
the  quantities,  pricing,  type  of  equipment,  and/or  specifications  of the
equipment.  Such changes  shall be evidenced by the  signature of an  authorized
representative  of each party together with the date of the  modification  being
affixed thereto. Until such modification has been executed by representatives of
both parties,  the obligations of the parties to perform based upon the previous
schedule shall remain in full force and effect.

          2. Purchase Price. For and in consideration of Supplier rendering full
and proper performance of its obligations  hereunder,  including the delivery of
the  Specified  Equipment  within

<PAGE>


the time  frame  set for  delivery  of same  and  performance  of the  Specified
Equipment in accordance with the  specifications set forth for same, CT&T agrees
to pay Supplier the sum of $2,190,000.

          The aforesaid sum is to be paid as follows:  $876,000 to be paid on or
before this date;  the remainder to be paid as set forth in Schedule "A". In the
event that the pricing for the Specified  Equipment,  as same currently exist or
as amended from time to time,  is  modified,  then the pricing  information  and
payment  terms for same,  if  applicable,  shall be modified as set forth in the
amended Schedule "A".

          3. Delivery.  Supplier shall make delivery of the equipment to CT&T at
CT&T's  designated  address for delivery of such Specified  Equipment.  CT&T may
modify the place of delivery from time to time upon notice to Supplier. Delivery
shall  be made as set  forth in  Schedule  "A".  In the  event  that an  amended
Schedule "A" indicates a different time schedule for delivery,  then the amended
delivery date shall be substituted for the instant schedule.

          4. Installation. Supplier agrees to install the Specified Equipment at
sites  designated  by CT&T within the time period set for  delivery of same on a
reasonable time and material basis.  Such installation may be delayed by CT&T or
its customer,  in the event that the site selection or needed  infrastructure is
not complete by the delivery date, however, such delays shall not delay the time
in  which  payment  is to be  made.  Payment  shall  nevertheless  be due on the
original  delivery date provided that the Specified  Equipment was available for
delivery on such date.  Supplier will provide whatever assistance is possible in
evaluation of sites,  design of system layouts,  etc. to facilitate and expedite
the process of installation of the infrastructure equipment.

          5. Warranty. Supplier shall warrant the Specified Equipment to be free
from defects from material and  workmanship,  to perform in accordance  with its
specifications,  and to be in  conformity  with  applicable  specifications  and
drawings  for a period of two (2)  years  from the date of  installation  of the
equipment at CT&T or CT&T's customer's  location,  provided  however,  that this
warranty shall not apply to defects or nonperformance resulting from physical or
electrical abuse or misuse,  or from natural  disaster.  The Traveling Wave Tube
Amplifier  shall only be warranted for a period of one (1) year from the date of
installation.  Return  products  will be  shipped,  transportation  prepaid,  to
Supplier by the most economical  means.  Shipping costs will be credited to CT&T
by Supplier.  Supplier  shall have the option to repair or replace the defective
items,  provided,  however,  that any repairs  shall not  excessively  delay the
receipt of replacement equipment by CT&T.

          6. Waiver. CT&T may waive, at its option, any required  specifications
and accept nonconforming product.  Similarly, it may waive strict performance of
any  provision  of this  Agreement.  Any such waiver shall not be deemed to be a
modification of this Agreement and shall not relieve  Supplier of its obligation
to  perform  hereunder  except  to the  extent  that  CT&T  has  agreed  to such
modification in writing.

          7. Monitoring and Testing, Supplier agrees to give CT&T full access to
its site and manufacturing and development program for the purpose of monitoring
Supplier's  performance  under this contract.  CT&T agrees that any confidential
processes of Supplier not covered by 

<PAGE>


Paragraphs  7 or 8  hereinafter  shall  remain the  proprietary  information  of
Supplier and shall be treated in the same manner as Supplier treats  proprietary
information of CT&T.

          Supplier  and CT&T  shall  jointly  develop  methods  of  testing  the
Specified  Equipment during the manufacture  process so as to assure conformance
with the specification,  quality control and, if applicable,  improvement of the
specifications.  CT&T  shall  obtain FCC  typecast  approval  for the  Specified
Equipment if same is necessary.

          8. Proprietary Information.  Proprietary information will be exchanged
and protected under the Non-Disclosure Agreement between Supplier and CT&T dated
June 30, 1994 and included by reference herein.

          9.  Intellectual  Property.  "Intellectual  Property"  shall  mean any
patent,  copyright,  mask work registration,  any application therefor,  and the
underlying subject matter thereof.  Intellectual Property shall also include the
design of the  Product,  including  all  drawings,  reports  and  specifications
relating  to  the  Product,  its  manufacture,  testing,  or  installation.  All
Intellectual  Property  produced  by the  Supplier  or any of its  employees  or
consultants  in the course of the  performance of this Agreement or derived from
Proprietary Information of CT&T shall be owned by CT&T.

          Supplier  shall  promptly   inform  CT&T  of  the  production  of  any
intellectual  Property  to be owned by CT&T  pursuant to this  Agreement,  shall
assure that its employees and consultants do not publish or disclose the subject
matter of such  intellectual  property to a third party  without  prior  written
permission by CT&T, and shall further assure that its employees and  consultants
do not publish or disclose the subject matter of such intellectual property to a
third party without prior written  permission by CT&T,  and shall further assure
that such employees and  consultants  cooperate with CT&T in the preparation and
filing,  at CT&T's  expense,  of such  applications  as CT&T deems necessary and
appropriate  in its  sole  discretion  to  protect  such  Intellectual  Property
anywhere in the world.

          Supplier  represents  to CT&T  that it has,  or will  have,  prior  to
commencement  of the  activities  under  this  Agreement,  valid and  sufficient
arrangements   and  written   agreements  with  its  respective   employees  and
consultants,  such that CT&T  shall own the  Intellectual  Property  granted  it
pursuant  to the  terms of this  Agreement,  free of any right or claims of said
employees and consultants.

          10. Exclusivity.  Supplier agrees to sell the Specified Equipment,  or
any  equipment  which is intended to implement the CT&T  CellularVision  (TM SM)
transmission  system or imitate  same,  to CT&T,  its licensees or CT&T approved
purchasers exclusively. Similarly, Supplier shall not utilize CT&T's Proprietary
information  or  Intellectual  Property  in the  development  or  production  of
equipment  for  purchasers  other  than CT&T,  its  licensees  or CT&T  approved
purchasers.  Seller may  utilize,  but may not  sublicense  or  authorize  third
parties to utilize,  Proprietary  information or Intellectual  Property produced
solely by the Supplier or any of its employees or  consultants  in the course of
the  performance of this Agreement in the development or production of equipment
which is neither Specified Equipment nor intended to implement the CT&T

<PAGE>

CellularVision(TM  SM)  transmission  system  or  imitate  same,  provided  said
Proprietary  Information or  Intellectual  Property is neither  derived from nor
uses any other Proprietary Information or Intellectual Property of CT&T.

          11.  Favored  Contractor.  CT&T agrees that Supplier shall be deemed a
"favored  contractor"  and CT&T shall,  whenever  possible,  offer  Supplier the
opportunity to bid on any equipment supply contracts.  CT&T,  hereby,  grants to
Supplier a right to bid on any future orders of the Specified Equipment.  In the
event that there is a lower bid(s) from another party(s), Supplier will have the
last  look  option  to  match  said  lower  bid  and  receive  an  order  for  a
Proportionate  Quantity  of the  total  number of units of  Specified  Equipment
required. "Proportionate Quantity" is defined as the quotient, rounded up to the
nearest  integer,  formed by dividing  the total  quantity of units of Specified
Equipment  required by one plus the number of lower  bidders  meeting the lowest
price.

          12.  Royalty.  Supplier  agrees to  execute  CT&T's  standard  royalty
agreement with equipment  suppliers  requiring Supplier to pay CT&T a royalty in
the  amount of 2.5% of the Gross  Sales  Price,  exclusive  of sales  tax,  upon
equipment which utilizes CT&T's Proprietary  Information,  Intellectual Property
or Patent.

          13.  Identifying Marks and Logos.  Supplies shall, at the direction of
CT&T,  affix the  CellularVision(TM  SM) trademark  and/or logo and/or CT&T name
upon the  Specified  Equipment.  No  other  trademark,  logo or other  corporate
company  identifiers may be placed upon the Specified  Equipment without written
consent  of  CT&T.   Supplier  shall  also  affix  to  the  Specified  Equipment
appropriate  bar coding so as to enable CT&T to  adequately  track the Specified
Equipment.

          14. Governing Law. This Agreement shall be governed by the laws of the
State  of  New  Jersey  and  the  parties  agree  to  submit  themselves  to the
jurisdiction  of the State and Federal  Courts of the State of New Jersey as the
proper forum for resolution of disputes.

          15.  Complete  Agreement.   This  Agreement   constitutes  the  entire
understanding between the parties and supersedes any prior  understandings.  The
terms of this Agreement shall not be modified except in writing duly executed by
the parties hereto.

          16. Binding Effect and Assignment.  This Agreement shall be binding on
the parties hereto,  their  successors and assigns.  Supplier may not assign its
obligations under this Contract without written consent of CT&T.

<PAGE>

          In Witness  Whereof,  the parties have executed this Agreement the day
and year first above-written.


Attest:                                           CellularVision Technology &
                                                    Telecommunications, L.P.
                                                    ("CT&T")


/s/Bernard Bossard                                 by /s/Shant Hovnanian
_______________________                             ______________________
                                                      Shant Hovnanian
                                                      Chief Executive Officer


Attest:                                              mm-Tech, Inc.
                                                       ("Supplier")


                                                       /s/Charles Brand
_______________________                             by ______________________
                                                       Charles Brand
                                                       President
<PAGE>
                                   SCHEDULE A

Equipment to Be Delivered:

6 Transmitters @ 27.5-28.5 GHz. with redundant TWTAs and automatic switchover

Price:  [CONFIDENTIAL  PORTION OMITTED AND FILED  SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] per transmitter totaling  [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].

Paid as follows: 40% due upon execution of this Agreement totaling [CONFIDENTIAL
PORTION   OMITTED  AND  FILED   SEPARATELY  WITH  THE  SECURITIES  AND  EXCHANGE
COMMISSION]

Of this amount,  [CONFIDENTIAL  PORTION  OMITTED AND FILED  SEPARATELY  WITH THE
SECURITIES  AND  EXCHANGE  COMMISSION]  has already  been paid,  therefore,  the
additional amount due is [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION]

The total deposit is to be deemed evenly allocable over each unit  [CONFIDENTIAL
PORTION   OMITTED  AND  FILED   SEPARATELY  WITH  THE  SECURITIES  AND  EXCHANGE
COMMISSION] per unit) to be delivered.

The remainder due per unit  [CONFIDENTIAL  PORTION OMITTED AND FILED  SEPARATELY
WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION]  shall  be paid 20 days  after
delivery of each unit.


Delivery Dates:

One unit to be delivered and installed on each of:

         July 1, 1994

         July 15, 1994

         August 5, 1994

         August 15, 1994

         September 7, 1994

         September 30, 1994

Specifications:                     Set forth in separate document

Shipped System #5 10/95

<PAGE>
                            CONFIDENTIALITY AGREEMENT


THIS  CONFIDENTIALITY  AGREEMENT,  effective June 30th,  1994,  (the  "Effective
Date"), by and between CellularVision  Technology and Telecommunications,  L.P.,
having an address at 12 Dag  Hammarskjold  Boulevard,  Suite 12,  Freehold,  New
Jersey  ("CT&T")  and  mmTech,  having an  address at 246  Industrial  Way West,
Eatontown,  NJ 07724  (the  "Other  Party"),  shall  govern  the  conditions  of
disclosure  by CT&T to the Other Party of  confidential  technical  and business
information of CT&T ("Information") relating to the utilization of millimeter or
other microwave  frequencies  aboe 12 GHz for the  transmission of television or
other signals on a point to  multi-point  basis (the "Field").  Information,  if
disclosed  in  writing,  shall be labeled  as  "confidential"  and if  disclosed
orally,  shall be  identified  as  confidential  at the time of  disclosure  and
confirmed as confidential in writing by CT&T within 30 days after disclosure.

The Other Party hereby  agrees:  (i) not to use the  Information  except for the
purposes of  evaluation  and  determination  of whether to enter into a business
relationship  with CT&T and its affiliates within the Field, (ii) not to use the
Information to reverse  engineer or otherwise design around any CT&T proprietary
project or product,  and (iii) not to disclose Information to others without the
express  written  permission  of CT&T,  except that the Other Party shall not be
prevented from using or disclosing Information:

          a)   which  is  approved  in  writing  by  CT&T  for  release  without
               restrictions; or

          b)   which the Other  Party can  demonstrate  by written  records  was
               known to them as of the Effective Date; or

          c)   which is now public knowledge, or becomes public knowledge in the
               future,  other than  through acts or omissions of the Other Party
               in violation of this Agreement; or

          d)   which is  lawfully  obtained  by the  Other  Party  from  sources
               independent  of CT&T  who have a lawful  right to  disclose  such
               Information.

It is further  agreed that CT&T's  furnishing of  Information to the Other Party
shall not  constitute  any grant,  option,  or license under any patent or other
intellectual property rights now or hereinafter held by CT&T.

In  consideration  of the  disclosure  made by CT&T  hereunder,  the Other Party
agrees  that for five years from the date of the last such  disclosure,  it will
refrain from applying to the Federal  Communications  Commission  ("FCC") or its
foreign counterparts for any licensed frequency allocation within the Field, and
from  contesting  any FCC or foreign  counterpart  waiver  request o rule-making
sought by or on behalf of CT&T or any affiliates of CT&T,  without  concurrently
obtaining from CT&T a license to utilize the technology,  such license at normal
terms and conditions shall not be unreasonably withheld.

<PAGE>
The Other Party  acknowledges  that its breach of this  Agreement  may result in
actual and  consequential  damages to CT&T, and in further harms,  the extent of
which may be difficult or impossible to compensate through a monetary award.

This agreement shall be governed by, and construed and interpreted in accordance
with the laws of the  State  of New  York,  United  State  of  America,  without
reference to conflict of laws  principles or statutory rule of  arbitration.  If
any term of this  Agreement is found to be invalid or  unenforceable,  then such
term shall be deemed inoperative and this Agreement shall be deemed to have beem
modified accordingly.

This  Agreement  constitutes  the entire and  exclusive  agreement  between  the
parties with respect to the subject matter hereof and supersedes and cancels all
previous registrations, agreements, commitments and writings in respect thereof.

Except as otherwise  expressly  provided  herein,  the  obligations of the Other
Party  hereunder  shall  continue full force and effect for five years after the
Effective Date.


CELLULARVISION TECHNOLOGY and
  TELECOMMUNICATIONS, L.P.
("CT&T")                                             ("Other Party")

By:/s/Shant Hovnanian                              By:/s/Charles Brand
____________________________                       ___________________________
Print Name:  Shant Hovnanian                       Print Name:  Charles Brand
Title:  Partner, CT&T                              Title:  President