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                                                                    Exhibit 10.9

                          TRITON NETWORK SYSTEMS, INC.

                                SUPPLY AGREEMENT

              This Supply Agreement (the "Agreement") is made as of
                     December 7, 1999 (the "Effective Date")
 between Triton Network Systems, Inc. ("Seller", also referred to as "Triton"),
           a Delaware corporation with principal place of business at:
                             8529 South Park Circle
                             Orlando, FL; USA 32819
                                       and
                     CenturyTel Supply Group, Inc. ("Buyer")
          a Louisiana corporation with principal place of business at:
                             100 Century Park Drive
                                Monroe, LA 71203

 In consideration of the mutual covenants contained herein, the Parties agree as
                                    follows:





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ARTICLE 1. DEFINITIONS

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

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

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

1.03     "ACCEPTANCE" means with respect to deliveries of the Equipment to
         Buyer, that the shipment has been inspected by Buyer, the paperwork,
         including packing list, accurately matches the shipment and the
         shipment matches the Buyer's Purchase Order or other written delivery
         instructions. Acceptance shall be deemed to have occurred within 10
         days of Seller's delivery hereunder.

1.04     "ANNUAL SUPPORT FEE" shall mean the fees for annual software support
         by Seller as reflect in Exhibit 2.

1.05     "APPLICATIONS" means any Software program, Product, or invention
         developed by Buyer.

1.06     "BACKWARDS COMPATIBLE" means (i) with respect to Software, the ability
         of newer or more advanced versions to function seamlessly with older or
         less advanced version of Software and Products, including without
         limitation, all existing Software and Products purchased by Buyer and
         (ii) with respect to Equipment the interoperability and compatibility
         of such Equipment with existing Products purchased by Buyer and Buyer's
         Network infrastructure, in each case resulting in no reduction in the
         existing level of functionality of the existing Products or Buyer's
         Network infrastructure. Software and Equipment shall be compatible with
         the current Software Release and at least two (2) immediately preceding
         Major Software Releases.

1.07     "CHANGE ORDER" shall have the meaning set forth in Section 5.03(d).

1.08     "CONFIDENTIALITY AGREEMENT" has the meaning set forth in Section 10.01.

1.09     "DELIVERY DATE" means the date on which Products ordered by Buyer are
         to be delivered to the location(s) specified in Purchase Orders (such
         date shall be subject to Seller's Standard Intervals).

1.10     "DOCUMENTATION" means the system standard documentation provided to
         Buyer, in written or electronic form, as described in this Agreement.
         All Documentation shall be subject to applicable copyright and
         confidentiality restrictions.

1.11     "EFFECTIVE DATE" shall mean December 7, 1999.

1.12     "EQUIPMENT" means the hardware Products provided to Buyer as defined in
         this Agreement. In addition to hardware developed by Seller, Equipment
         generally includes Third Party Equipment, except as otherwise provided
         in this Agreement.

1.13     "IFU" refers to Seller's Invisible Fiber(TM) unit.

1.14     "INITIAL PURCHASE CANCELLATION FEE" has the meaning set forth in
         Section 4.05.

1.15     "LATE DELIVERY" has the meaning set forth in Section 5.04.

1.16     "LIST PRICE" means the Seller's standard price before any discount, as
         maybe available in price lists from time to time.

1.17     "MAJOR SOFTWARE RELEASE" means a Software Release which contains
         significantly new features




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         and functionality and does not include maintenance releases, updates or
         bug fixes.

1.18     "MINIMUM PURCHASE CANCELLATION FEE" has the meaning set forth in
         Section 4.04.

1.19     "NET PRICE" means the price the Buyer will pay after Seller's discount.

1.20     "PARTY" means either Buyer or Seller.

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

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

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

1.24     "SHIP DATE" means the date on which a Product ordered by Buyer is to be
         shipped as agreed to by the Parties, or in the case of Software, the
         date upon which such Software is either available for download by Buyer
         or physically shipped to Buyer.

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

1.26     "SOFTWARE LICENSE" shall mean the license to use Software granted to
         Buyer by Seller pursuant to this Agreement.

1.27     "SOFTWARE LICENSE FEE" shall mean the fee to be paid by Buyer to
         Seller for the right to use the Software pursuant to this Agreement.

1.28     "SOFTWARE RELEASE" means revisions to Software or new Software
         containing new features, and/or enhancements, and/or certain problem
         fixes that may be supplied by Seller to Buyer from time to time.

1.29     "STANDARD INTERVAL" means the standard time prior to the shipment of a
         Product following acceptance of a Purchase Order by Seller. Seller's
         Standard Interval is ninety (90) days for forecasted quantities.

1.30     "TAC" means Seller's Technical Assistance Center.

1.31     "TERM" means the duration of this Agreement.

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

1.33     "THIRD PARTY EQUIPMENT" means any Equipment not of Seller's
         manufacture. In addition, any Equipment Seller adds to its generally
         available standard Third Party Equipment price list or so identifies to
         Buyer in a




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          Quotation shall be subject to the terms and conditions of this
          Agreement and any mutually acceptable additional terms and conditions
          specified in writing. Seller may also recommend Third Party Equipment
          that is not included in the Exhibits or provided by the Seller. Any
          Third Party Equipment recommended by but not sold by the Seller is
          not covered under the terms and conditions set forth in this
          Agreement.

1.34     "THIRD PARTY SOFTWARE" means any Software not owned by Seller which is
         included within Licensed Software.

ARTICLE 2. SCOPE OF AGREEMENT

2.01     This Agreement sets forth the terms and conditions under which Buyer
         and its Affiliates may order Products from Seller and its Affiliates
         and Seller and its Affiliates will supply Products to Buyer and its
         Affiliates. Unless otherwise set forth herein, any reference in this
         Agreement to Seller or Buyer shall be deemed to include their
         respective Affiliates. Buyer may use the Products itself, or may use
         the Products to provide services to others, or sell the Products
         subject to the terms and conditions of this Agreement.

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

2.03     Seller shall meet all Buyer supply requirements set forth in Purchase
         Orders in a timely manner irrespective of Purchase Orders for Equipment
         from other parties; provided, however, such Buyer requirements are
         reasonably consistent with Forecasts submitted by Buyer to Seller in
         the manner set forth herein.

ARTICLE 3. TERM

3.01     The term of this Agreement is three (3) years from the Effective Date.
         Buyer, if it fails to take delivery of a minimum of [*] or 1,000 units
         during the term of this Agreement, may extend this Agreement for a
         subsequent one (1) year term in order to take delivery of the minimum
         Purchase commitment, by providing Seller with written notice of such
         extension at least ninety (90) days prior to the end of the then
         current Term.

ARTICLE 4. PURCHASE RIGHTS AND COMMITMENTS

4.01     Subject to the terms and conditions of this Agreement Seller agrees to
         sell and Buyer agrees to buy Products in accordance with the pricing
         and benefits set forth in Exhibit 2 of this Agreement.

4.02     Buyer agrees to place Purchase Orders for IFU's an amount totaling
         [*] or 1,000 IFUs (the "Minimum Purchase Commitment") to be delivered
         by December 31, 2002. In addition to the "Minimum Purchase
         Commitment", Buyer also commits to an "Initial Purchase Commitment"
         for an amount totaling [*] or 500 IFUs for delivery by December 31,
         2000. In consideration for the Buyers Initial Purchase Commitment for
         the amount of [*] or 500 IFUs for delivery by December 31, 2000,
         Seller will provide an additional [*] discount ([*] per IFU) for the
         first 500 IFUs. Buyer will issue confirming Purchase Orders with
         specific delivery information such as Ship Date and location. The
         remaining amounts of the Minimum Purchase Commitment are to be
         delivered by December 31, 2002 pursuant to Purchase Orders issued by
         Buyer.


[*] Confidential Treatment Requested


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4.03     Purchases of IFUs by Affiliates of Buyer count towards Buyer's Minimum
         and Initial Purchase Commitments. Buyer may, without any further
         liability to Seller, cancel its Minimum and Initial Purchase Commitment
         upon the occurrence of any of the following events, in which case Buyer
         has no obligations to pay any Initial Purchase Cancellation Fee or
         otherwise:

         (a)      Seller materially breaches this Agreement and such breach
                  recurs, continues or remains uncured after thirty (30) days
                  written notice.

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

         (c)      Seller fails to deliver to Buyer the quantity of Products
                  conforming with Product Specifications for which Buyer has
                  placed Purchase Orders;

         (d)      Buyer is enjoined from using any Products and Seller is unable
                  to cure the effects of such injunction pursuant to 9.02(a) or
                  (b) within thirty (30) days.

4.04     If during the term of this agreement or any extensions described in
         Article 3.01, The Buyer does not take delivery totaling [*] or 1,000
         IFUs, Buyer will pay to Seller a penalty (the "Minimum Purchase
         Cancellation Fee") equal to [*] of the purchase price of the
         undelivered IFUs (e.g., 1,000 IFUs minus the number of IFUs delivered,
         multiplied by the applicable purchase price, multiplied by [*]).

4.05     If buyer does not take delivery totaling [*] or 500 IFU Initial
         Purchase Commitment by December 31, 2000, Buyer will pay seller a
         penalty (the Initial Purchase cancellation fee) equal to the [*]
         discount offered in consideration for the Initial Purchase Commitment
         for each IFU delivered through December 31, 2000.

ARTICLE 5. TERMS OF PURCHASE

5.01 PRICING

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


[*] Confidential Treatment Requested


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         specifications.

         (b)      All prices listed in the Exhibit 2 and in any and all
                  Quotations, unless otherwise noted, are FOB Seller and are
                  exclusive of all freight, insurance, duties, taxes (more
                  specifically including but not limited to excise, sales, value
                  added, goods & services, and usage taxes), and any and all
                  other levies as might be incurred after the FOB point.

5.02 PAYMENT

         (a)      Equipment, Documentation and Software License Fee Payment -
                  Payment for Equipment, Documentation and Software License Fee
                  shall be due within thirty (30) days following shipment by
                  Seller.

         (b)      Annual Support Fees - Payment for Annual Support Fees shall be
                  due within thirty (30) days of receipt of Seller's invoice.

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

         (d)      Security Interest - Until the total amount due for Products
                  under each Purchase Order is paid in full, Seller may retain a
                  security interest in the Products delivered to Buyer pursuant
                  to such Purchase Order. Buyer agrees to promptly execute
                  reasonable, mutually acceptable documents which are necessary
                  for Seller to perfect and protect such security interest. In
                  addition, prior to payment in full of the total amount due
                  under each Purchase Order, Buyer agrees that it shall not,
                  without the prior written consent of Seller,

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

                  (ii)     allow any liens or encumbrances to attach to the
                           Products subject to such Purchaser Order.

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

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

5.03 PURCHASE ORDERS

         (a)      During a quarter, Buyer will submit firm Purchase Orders to
                  purchase Products and Seller will deliver Products in
                  accordance with such Purchase Orders

         (b)      Products to be procured hereunder, as well as the Delivery
                  Date, shall be listed in a Purchase Order issued by Buyer
                  pursuant to this Agreement. Each Purchase Order shall
                  specifically reference this Agreement, and time is of the
                  essence in connection with the performance of each Purchase
                  Order. Any Purchase Order issued by Buyer to Seller for
                  Products shall be governed in all respects by the terms and
                  conditions of this Agreement. A form of Purchase Order is
                  attached hereto as Exhibit 6. Buyer and Seller agree that,
                  except for non-conflicting administrative terms as provided
                  below, any additional or preprinted terms or conditions on a
                  Purchase Order shall be null, void and of no effect.




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                  Each Purchase Order shall specify, in addition to other
                  appropriate information as may be mutually agreed upon:

                  i.       name and address of Buyer, or Buyer Affiliate;

                  ii.      Buyer Purchase Order number and Purchase Order date
                           of issuance;

                  iii.     name and address of Seller, or as appropriate, Seller
                           Affiliate, which shall be an Affiliate set forth in
                           the Exhibit 1, that will be providing Product being
                           ordered;

                  iv.      incorporation within, by reference, to this
                           Agreement;

                  v.       types and quantities of Product to be furnished by
                           Seller as set forth in Exhibit 2 or as provided in a
                           Quotation;

                  vi.      applicable prices, charges, and fees with respect to
                           such Product as set forth in Exhibit 2 or as provided
                           in a Quotation;

                  vii.     location or facility to which Product is to be
                           delivered;

                  viii.    Delivery Date of Product;

                  ix.      billing address of the Party responsible for the
                           payment whether it is the Buyer, or Buyer Affiliate
                           to which Buyer intends to resell the Product, if any,
                           other information required under this Agreement to be
                           included in a Purchase Order;

                  x.       proper authorization of Buyer or Buyer's Agent.

         (c)      Seller is obligated to accept all Purchase Orders issued by
                  Purchaser under this Agreement except those Purchase Orders
                  which are missing the material terms required by this Article
                  to be contained in a Purchase Order. A Purchase Order
                  submitted pursuant to the terms and conditions of this
                  Agreement, and which Seller has accepted, shall constitute an
                  Agreement between Buyer and the Seller. Any Purchase Order for
                  which Seller gives timely notice of non-acceptance if
                  non-acceptance is permitted under this section shall be deemed
                  void. The Product quantities listed on any Purchase Order
                  which conforms to the terms and conditions of this Agreement,
                  which are consistent with Forecasts including any permitted
                  variance to such Forecasts and which are not accepted by
                  Seller shall be deducted from the Initial Purchase
                  Commitments.

         (d)      Buyer may at any time request additions, alterations,
                  deductions, or deviations to a Purchase Order subject to the
                  condition that such changes and any adjustments resulting from
                  such changes, including but not limited to schedules and
                  prices, shall be mutually agreed upon, and if so agreed,
                  subsequently detailed in a written revision to the applicable
                  Purchase Order ("Change Order") signed by a designated Buyer
                  representative and Seller representative. Change Orders which
                  are processed outside of Seller's customary processing cycle
                  or which require additional work by Seller to comply with such
                  changes may be subject to a change fee provided Seller has
                  given Buyer a written quote for such change fee and Buyer and
                  Seller have mutually agreed to such change fee in writing
                  prior to or concurrent with execution of the Change Order. If
                  Buyer fails to accept the change fee, Seller has no obligation
                  to accept or comply with the Change Order.

         (e)      Purchase Orders may be issued either electronically, such as
                  through electronic data interchange, or via traditional manual
                  methods, as mutually agreed to by the Parties.

5.04 Delivery - Delivery of Products under this Agreement shall be F.O.B.
                Seller's specified facilities.

All shipments are subject to the following conditions:




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

         (b)      Seller shall notify Buyer, via e-mail as directed by Buyer,
                  when orders are shipped;

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

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

         (e)      Buyer may, at its discretion, (i) reject shipments that do not
                  comply with the preceding shipping requirements or (ii) apply
                  as a credit against amounts due to Seller, Buyer's reasonable
                  labor costs arising from Seller's failure to comply with the
                  preceding shipping requirements.

         (f)      Seller shall not deliver Products more than 10 days prior to
                  the requested and accepted Delivery Date in the Purchase Order
                  without the consent of the Buyer.

         (g)      In the absence of specific shipping instructions from Buyer,
                  Seller may ship-by the method it deems most advantageous;
                  provided however that Buyer shall not reimburse Seller for the
                  costs of overnight courier or other expedited shipping unless
                  Buyer has agreed in advance to pay such costs for such
                  Purchase Order in writing.

         (h)      Title to the Product (excluding Software) shall pass to Buyer
                  upon delivery to carrier subject to the Seller's security
                  interest in the Product, and risk of loss shall pass to Buyer
                  upon shipment to Buyer.

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

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

5.05 CANCELLATION

         (a)      Upon written notice to Seller, Buyer may cancel all or any
                  part of a Purchase Order without cost to Buyer if Seller
                  receives written and dated Purchase Order cancellation notices
                  more than sixty (60) days before the requested Delivery Date.

         (b)      If a cancellation of a Purchase Order by Buyer does not meet
                  the conditions specified in Section 5.05(a) above, Seller
                  shall be entitled to cancellation charges, and shall make such
                  a claim in writing to Buyer within thirty (30) days after
                  receipt of a Purchase Order cancellation notice from Buyer.
                  Buyer shall pay cancellation charges based on the date a




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                   Purchase Order cancellation notice is received by the Seller,
                   and such cancellation charges shall not exceed the schedule
                   as shown below:

<TABLE>
<CAPTION>

       DAYS PRIOR NOTICE OF PO CANCELLATION                             ORDER CANCELLATION CHARGE
       ------------------------------------                             -------------------------
       <S>                                                              <C>
       Greater than 60 days before Delivery Date                        None

       Greater than 30 and less than 60 days before Delivery Date       20% of the Purchase Price

       Less than 30 days before Delivery Date                           50% of Purchase Price
</TABLE>

5.06     Invoicing. Each invoice shall include (a) Buyer's Purchase Order
         number, (b) Seller's invoice number, (c) quantity and price of each
         item shipped or services rendered, (d) applicable sales or other tax,
         (e) freight charges (if applicable) and (f) final total cost.

ARTICLE 6. EQUIPMENT CHANGES

         With respect to any Purchase Order issued under this Agreement,
notwithstanding any other provisions contained herein, Seller reserves the right
to make changes in the Products in whole or in part, or to substitute Products
of later design at any time prior to delivery thereof, provided that such
changes do not adversely affect performance or function or increase the cost to
Buyer and further provided that the changed or substituted Products meet or
exceed Product Specifications. Such changes do not obligate Seller to make any
changes in items of the Products previously delivered unless such changes affect
the interoperability of Products including Software in Buyer's network in which
case such changes to previously delivered Products, including Software, as are
required to maintain the interoperability and functionality of such Products
will be made at Seller's expense.

ARTICLE 7. SOFTWARE LICENSING

7.01     Buyer is granted no title or ownership rights to the Software or
         Documentation, which rights shall remain with Seller or Seller's
         suppliers, as appropriate. This Agreement does not entitle Buyer to the
         receipt or use of, or access to, Software source code or any right to
         reproduce the Software or Documentation, and Buyer agrees that it shall
         not decompile, reverse engineer or otherwise attempt to gain access to
         the Software source code. The obligations of Buyer under this section
         shall survive the expiration or termination of this Agreement.
         Notwithstanding the foregoing, Buyer may reproduce or copy Software or
         Documentation for installation, back-up or archival and test purposes
         and may provide such copies to Third Parties who provide installation
         or maintenance services for Buyer. Buyer will notify Seller in the
         event it provides copies of Software to Third Parties.

7.02     Upon Buyees payment of the applicable Software License Fee as described
         in Exhibit 2.03, Buyer shall be granted a perpetual, non-exclusive,
         transferable (as limited by the provisions of this Agreement),
         non-assessable, unlimited-user, paid-up license to:

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

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

         (c)      make as many copies of the Software and any related
                  Documentation as Buyer deems




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                  necessary for its use, archival purposes, or test purposes
                  including use by Third Parties who are acting under the
                  control and direction of Buyer; and

         (d)      use the associated Software Documentation.

         Buyer agrees that the license to use the Software is subject to its
         continued use of and ownership of the Equipment upon which such
         Software is installed and that Buyer shall have the right to sell,
         pledge as security, or otherwise transfer the Equipment upon which the
         Software resides and the related Software. Transferee shall be granted
         a license to use the Software but no title or ownership rights to the
         Software, which rights shall remain in Seller or its suppliers, as
         appropriate and upon sale or transfer the terms of this Software
         License shall apply to Transferee.

7.03     As a condition precedent to this Software License and to the supply of
         Software by Seller pursuant to this Agreement, Seller requires Buyer to
         give proper assurances to Seller for the protection of the Software.
         Accordingly, all Software supplied by Seller under or in implementation
         of the Agreement shall be treated by Buyer as the exclusive property,
         and to the extent not publicly available, as proprietary and a trade
         secret, of Seller and/or its suppliers, as appropriate.

7.04     Seller may, from time to time, issue new Software Releases, including
         Major Software Releases, which shall be made available to Buyer as part
         of the Annual Support Fee and without additional cost or expense to
         Buyer.

7.05     The Software Releases shall be updated periodically throughout the Term
         of the Agreement. Once an updated Software Release is available, it
         shall be made available to Buyer subject to the terms of this
         Agreement.

7.06     All standard Software must be Backwards Compatible with annual software
         upgrade (which will be provided as part of the Annual Support Fee) and
         with Seller Equipment in the Buyer's network.

7.07     Repair and return of Equipment is same for same based on serial number
         with thirty (30) day turnaround from receipt at factory to return
         shipment.

ARTICLE 8. WARRANTIES

8.01     Seller Supplied Equipment

         (a)      Seller warrants for a period ending fifteen (15) months from
                  the Ship Date, that under normal use and service the Equipment
                  subject to this Agreement will be free from material defects
                  or faulty workmanship, and shall operate in compliance with
                  the applicable Product Specifications. The foregoing warranty
                  shall not apply to items normally consumed during operation
                  such as, but not limited to, lamps and fuses. If Equipment is
                  not free from material defects or faulty workmanship or fails
                  to comply with the applicable Product Specification during the
                  warranty period, Seller will, at its option, repair, replace,
                  or modify the Equipment so that it is free from defects and
                  does comply with the applicable Product Specification. The
                  warranty service shall be performed at Seller's facility. If
                  Seller is unable to repair or modify the Equipment within a
                  reasonable period of time so that the Equipment conform to the
                  applicable Product Specification, Seller shall replace the
                  Equipment with Equipment that conforms to such Product
                  Specification. In such cases Seller does not guarantee that
                  equipment with like serial numbers will be returned to the
                  Buyer but such replacement Equipment shall meet all Product
                  Specifications and provide the same function as the Equipment
                  it replaces. Seller's sole obligation and Buyer's exclusive
                  remedy under the warranty provisions of this Article with
                  respect to Equipment shall be limited to repair, modification,
                  or replacement of the




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                  defective or non functioning Equipment or refund if Equipment
                  cannot be provided which complies with Product Specifications.

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

                  (i)      accident, alteration, abuse, misuse, or repair not
                           performed by Seller or Seller qualified technician,
                           provided that Seller will approve agreed upon
                           employees of Buyer and its agents as qualified
                           technicians;

                  (ii)     storage other than as set forth in the Product
                           Specification;

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

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

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

                  (vi)     use in conjunction with a product specified by Seller
                           as incompatible with such Products;

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

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

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

         (d)      A return material authorization (RMA) must be obtained by
                  Buyer from the Seller prior to the return of any Product.

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

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




                                 Page 11 of 37
<PAGE>   12

                  the Buyer by the same transport method in which the Buyer sent
                  the Equipment to the Seller.

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

         (h)      Seller shall maintain an adequate inventory of spare parts to
                  repair and replace all Products for a period of 5 years or as
                  otherwise provided by law.

8.02 Third Party Equipment

         (a)      With respect to any Third Party Equipment furnished by Seller
                  to Buyer, Seller shall secure from the applicable
                  manufacturers such warranties and indemnities as maybe
                  available with respect to such Third Party Equipment, and
                  assign and pass through to Buyer all available warranties and
                  indemnities for such Third Party Equipment to the extent
                  legally assignable. In the event such warranties and
                  indemnities are not assignable to Buyer, Seller shall enforce,
                  if necessary, such warranties and indemnities on Buyer's
                  behalf. In addition to the above, Seller shall, at Buyer's
                  request, register Buyer with any and all Third Party Equipment
                  vendors (for Third Party Equipment that constitutes systems as
                  opposed to individual components) such that Buyer is
                  acknowledged as a support obligation of the Third Party
                  Equipment vendors and Buyer can receive and obtain product
                  notices directly from the Third Party Product vendors. Seller
                  shall produce evidence of such registration within sixty (60)
                  calendar days from the date Buyer requests that Seller obtain
                  such registration.

         (b)      All Third Party Equipment unless otherwise stated in this
                  Agreement, or in the Third Party warranties, will follow the
                  same repair and return procedures as noted in Article 7.01.

8.03 Software

         (a)      Seller warrants for a period ending fifteen (15) months from
                  the Ship Date, that under normal use and service the Software
                  shall (i) perform the necessary functionality to operate
                  radios in accordance with Product Specifications; (ii) shall
                  provide the full functionality described in the Documentation
                  and Product Specifications. Seller represents and warrants
                  that, to the best of its knowledge, any Software provided by
                  Seller hereunder does not contain and will not receive from
                  any Seller data transmission via modem or other Seller medium,
                  any virus, worm, trap door, back door, timer, clock, counter,
                  or other limiting routine, instruction, or design that would
                  erase data or programming or otherwise cause the Software or
                  Equipment to become inoperable or incapable of being used in
                  the full manner for which it was designed and created (but
                  specifically excluding locking mechanisms designed to prevent
                  Buyer from using those Software features or functions not
                  licensed to Buyer under the terms of this Agreement, referred
                  to as 'disabling code') including, without limitation, any
                  limitations that are triggered by:

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

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




                                 Page 12 of 37
<PAGE>   13

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

         (b)      In the event Seller introduces a disabling code into the
                  Software, Seller shall:

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

                  (ii)     furnish to Buyer a new copy of the Software without
                           the presence of disabling codes;

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

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

         (c)      Seller warrants all Software is Y2K compliant as set forth in
                  Exhibit 3.

8.04     All Products. For all Products to be sold to Buyer under this
         Agreement, Seller represents and warrants that the Products and Buyer's
         ownership and use of such Products will not infringe upon or
         misappropriate the intellectual property rights of any party and no
         party shall have the right to seek damages from Buyer or enjoin Buyer's
         right to use such Products.

8.05     THE WARRANTIES SET FORTH ABOVE CONSTITUTE THE ONLY WARRANTIES WITH
         RESPECT TO THE PRODUCTS PROVIDED. THEY ARE IN LIEU OF ALL OTHER
         WARRANTIES WRITTEN OR ORAL, STATUTORY, EXPRESS. IMPLIED OR OTHERWISE,
         INCLUDING WITHOUT LIMITATION THE WARRANTY OF MERCHANTABILITY AND THE
         WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

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

ARTICLE 9. PATENT AND COPYRIGHT INFRINGEMENT INDEMNITY

9.01     Indemnification - Seller agrees to indemnify Buyer, as set forth
         herein, with respect to any suit, claim, or proceeding brought against
         Buyer alleging that Buyer's use of the Equipment or Software
         constitutes an infringement of any United States or foreign patent or
         copyright. Seller agrees to defend Buyer, at Seller's expense, against
         any such claims and to pay all settlement payments, costs and legal
         expenses, including reasonable attorneys' fees, and any damages awarded
         in any final judgment arising from such suit, claim or proceeding;
         provided, however, that Buyer shall promptly advise Seller of any such
         suit, claim, or proceeding and shall reasonably cooperate with Seller
         in the defense or settlement of such suit, claim or proceeding;
         provided further that Seller shall have sole control thereof; and
         provided further that in those circumstances where Seller's control of
         the defense may materially affect Buyer's network and operations,
         Seller agrees to consult with Buyer in good faith to obtain Buyer's
         input into appropriate defense methods. The obligation of Seller
         hereunder with respect to any infringement claim shall not apply to
         infringement claims based on:

         (a)      use of Product by Buyer in a manner, including combinations
                  with other products not provided by Seller, not contemplated
                  nor suggested by the Agreement or by Seller's product
                  documentation existing as of the Effective Date of the
                  Agreement;




                                 Page 13 of 37
<PAGE>   14

         (b)      use of Product by Buyer in any other combination with other
                  products not provided by Seller, unless Seller would otherwise
                  normally be liable for such a combination as a direct (or on
                  the basis of contribution or inducement) infringement, or
                  unless the products not provided by Seller are those products
                  normally used in connection with providing communication
                  services over Buyer's network, and provided that but for the
                  existence of such combination by Buyer, there would be no
                  infringement claim;

         (c)      use of Product in a Territory other than that for which it has
                  been specified in Exhibit 4 to this Agreement;

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

         (e)      Buyer's use of Equipment supplied by Third Parties;

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

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

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

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

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

If, after using commercially reasonable best efforts, Seller is not able to
achieve any of the above remedies, Seller shall refund the purchase price of
Equipment upon return of the equipment from Buyer. Thereupon, neither Party
shall have any further liabilities or obligations under this Agreement.

9.03     Limitation of Liability - THE FOREGOING STATES THE ENTIRE LIABILITY OF
         SELLER FOR PATENT OR COPYRIGHT INFRINGEMENT BY THE EQUIPMENT OR
         SOFTWARE. THE REMEDIES CONTAINED HEREIN ARE BUYER'S SOLE REMEDY FOR ANY
         CLAIM OF INFRINGEMENT OF THIRD PARTY PATENT, COPYRIGHT, TRADEMARK,
         TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS.

9.04     The terms of this Article 9 shall survive any expiration or
         termination of this Agreement.




                                 Page 14 of 37
<PAGE>   15
ARTICLE 10. CONFIDENTIALITY

10.01    Confidentiality - All terms and conditions of this Agreement between
         Buyer and Seller are confidential and may not be disclosed to any third
         party.


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

ARTICLE 11. LIMITATION OF LIABILITY

11.01    General - THE TOTAL LIABILITY OF SELLER FOR ALL CLAIMS OF ANY KIND FOR
         ANY LOSS OR DAMAGE, WHETHER IN AGREEMENT, WARRANTY, TORT (INCLUDING
         NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, OR CLAIMS FOR
         INDEMNIFICATION ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE
         PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT EXCEPT FOR SELLER'S
         OBLIGATION TO INDEMNIFY BUYER FOR INFRINGEMENT CLAIMS SHALL IN NO CASE
         EXCEED THE TOTAL PRICE OF ALL PURCHASE ORDERS ACCEPTED UNDER THIS
         AGREEMENT. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT, NEITHER
         PARTY SHALL BE LIABLE FOR LOST PROFITS, LOSS OF DATA OR COSTS OF
         PROCUREMENT OF SUBSTITUTE GOODS EXCEPT AS SET FORTH IN SECTION 9.03, OR
         FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY
         NATURE WHATSOEVER FOR ANY ACTION ARISING UNDER THIS AGREEMENT,
         INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM THE USE OF
         EQUIPMENT PURCHASED HEREUNDER, OR THE FAILURE OF THE EQUIPMENT TO
         PERFORM, OR FOR ANY OTHER REASON. THESE LIMITATIONS SHALL APPLY
         NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED
         REMEDY.

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

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


ARTICLE 12. MISCELLANEOUS


                                 Page 15 of 37

<PAGE>   16

12.01    Applicable Law - The validity, construction, and performance of this
         Agreement shall be governed by and interpreted in accordance with the
         laws of the State of Florida, without giving effect to the principles
         of conflict of laws thereof except to the extent that any mandatory
         provisions of local laws in any country take precedence over the
         provisions of this Agreement and Florida State law. Jurisdiction will
         reside in the federal courts in Orange County, FL. Notwithstanding the
         above, neither Party shall institute a proceeding in any court or
         administrative agency to resolve a dispute between the Parties before
         that Party has sought to resolve the dispute through direct negotiation
         with the other Party. If the dispute is not resolved after three (3)
         weeks of direct negotiation, the Parties shall attempt to resolve the
         dispute through mediation. If the Parties do not promptly agree upon a
         mediator, either Party may request the then chief judge of the circuit
         court in Orange County, Florida appoint a Circuit Mediator. If the
         mediator is unable to facilitate a settlement of the dispute within a
         reasonable period of time, as determined by the mediator, the mediator
         shall issue a written statement to the Parties to that effect and the
         aggrieved Party may then seek resolution by arbitration under
         conditions and procedures provided below in section 12.02. The fees and
         expenses of the mediator shall be paid one-half each by Sellers and
         Buyer.

12.02    Arbitration - The parties desire to resolve disputes arising out of
         this agreement without litigation. If the parties are unable to resolve
         any disputes arising out of this Agreement pursuant to the provisions
         of section 12.01 above, then the dispute shall be submitted to binding
         arbitration in Orlando, Florida by a panel of three arbitrators
         pursuant to the Commercial Arbitration Rules of the American
         Arbitration Association. A Party may demand such arbitration in
         accordance with the procedures set out in those rules.

12.03    Assignment - Other than as explicitly stated in this Agreement, neither
         Party may assign or transfer this Agreement, or any of its rights
         hereunder, without the prior written consent of the other which consent
         shall not be unreasonably withheld. Buyer's consent shall not be
         required for any assignment or transfer by Seller to any Third Party
         for all or a part of Seller's right to receive any monies
         ("Receivables") which may become due to Seller pursuant to this
         Agreement. Consent shall also not be required for the following
         transactions if the transactions do not involve a direct competitor of
         the non-assigning Party: (a) a reorganization, merger, consolidation
         or other form of corporate transaction or series of transactions, (b)
         the sale of all or substantially all of the assets of the Buyer or the
         Seller, or (c) the acquisition of all or substantially all the
         outstanding equity of the Buyer or the Seller.

         Any assignment or transfer in violation of this Agreement shall be
         void. Seller reserves the right to refuse to honor any assignment or
         sublicense which, in the opinion of its legal counsel, would require it
         to violate any United States export restriction, other law, or
         regulation.

12.04    Consents - Each Party hereto represents and warrants that:

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

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

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

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



                                  Page 16 of 37
<PAGE>   17

         (e)      In the case of Seller, that Seller has obtained all necessary
                  government approvals for manufacture and sale of Equipment.

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

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

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

12.08    Factoring - Seller may, upon notice to Buyer and subject to Buyer's
         consent which may not be unreasonably withheld, sell receivables to a
         Third Party or Affiliate.

12.09    Force Majeure - If the performance by a Party of any of its obligations
         under this Agreement shall be prevented, restricted, or interfered with
         by reason of any circumstances beyond the reasonable control of that
         Party, including without limitation, fire, explosion, embargoes,
         government ordinances or requirements, civil or military authorities,
         acts of God or of the public enemy, war, revolution, civil commotion,
         acts or omissions of carriers, loss of sources of energy, power
         failure, breakdown of machinery, or labor difficulties of third
         parties, including without limitation, strikes, slowdowns, picketing,
         or boycotts, or other causes beyond the reasonable control of the party
         whose performance is affected, then the Party affected, upon giving
         prompt notice to the other Party, shall be excused from such
         performance on a day-for-day basis to the extent of such prevention,
         restriction, or interference (and the other Party shall likewise be
         excused from performance of its obligations on a day-for-day basis to
         the extent such Party's obligations relate to the performance so
         prevented, restricted or interfered with), provided that the Party so
         affected shall use reasonable efforts to avoid or remove such causes of
         non-performance and both parties shall proceed to perform their
         obligations with dispatch whenever such causes are removed or cease.
         With respect to labor difficulties as specified above, a Party shall
         not be obligated to accede


                                 Page 17 of 37

<PAGE>   18

         to any demands being made by employees or other personnel.

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

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

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

12.13    [*]

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

12.15    Notice - All notices required or permitted to be given hereunder shall
         be in writing and shall be delivered to the address listed on the
         signature page of this Agreement by (i) certified mail, return receipt
         requested, (ii) nationally recognized overnight courier, or (iii) by
         hand. Any notice given pursuant to this Section shall be effective five
         (5) days after the day it is mailed or upon receipt as evidenced by the
         Postal Service return receipt card, or courier or hand delivery written
         confirmation, whichever is earlier. Either Party hereto may change its
         address by a notice given to the other Party hereto in the manner set
         forth above. All Purchase Orders and invoices to be delivered pursuant
         to this Agreement shall be delivered via a delivery provider that
         provides proof of delivery, such as certified mail, overnight mail, or
         private courier company.

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

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

12.18    Severability - If any of the provisions of this Agreement shall be
         declared or determined to be

[*] Confidential Treatment Requested

                                 Page 18 of 37
<PAGE>   19


         invalid or unenforceable under applicable law and a Party deems such
         provisions to be material, that Party may terminate this Agreement
         upon written notice to the other Party. Otherwise such invalidity in
         whole or in part, of any term, covenant, condition, or provision of
         this Agreement shall not affect the validity of the remainder of such
         term, covenant, condition or provision or the Agreement or render this
         Agreement unenforceable, but this Agreement shall be construed as if
         not containing the particular invalid or unenforceable provision and
         the rights and obligations of the Parties shall be construed and
         enforced accordingly.

12.19    Third Patty Beneficiaries Disallowed - All covenants and agreements of
         the Parties hereto are solely and exclusively for the benefit of the
         Parties to this Agreement and no other person or entity shall have
         standing to require performance of any such covenants and agreements,
         and no person or entity shall, under any circumstances, be deemed to be
         a beneficiary of such obligations.

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


                                 Page 19 of 37
<PAGE>   20


SIGNATURES

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

TRITON NETWORK SYSTEMS INC.              CENTURYTEL SUPPLY GROUP, INC.
-------------------------------------    --------------------------------------


Signed: /s/ Ken Vines                    Signed: /s/ Robert J. Mirabito
       ------------------------------           -------------------------------

Name:       Ken Vines                    Name:        Robert J. Mirabito
       ------------------------------           -------------------------------

Title:      CFO                          Title:       Vice President
       ------------------------------           -------------------------------

Date:       12/7/99                      Date:        12/7/99
       ------------------------------           -------------------------------

Addresses for Notice:

Triton Network Systems, Inc.:            CenturyTel Supply Group, Inc.:
8529 South Park Circle                   100 Century Park Drive
Orlando, Florida 32819                   Monroe, LA 71203
Attention: Ken Vines                     Attention: Bob Mirabito
          ---------------------------

With a copy to:

Holland & Knight LLP                     Boles, Boles & Ryan
200 South Orange, Suite 2600             1805 Tower Drive
Orlando, Florida 32801                   Monroe, LA 71201
Attention: Louis T. M. Conti, Esquire    Attention: L. Scott Patton, Esquire


                                 Page 20 of 37
<PAGE>   21


EXHIBITS

EXHIBIT 1. AFFILIATES
                                CENTURYTEL, INC.

                              LIST OF SUBSIDIARIES
                    (EACH 100% OWNED UNLESS NOTED OTHERWISE)

                                                                STATE OR
                                                                JURISDICTION OF
SUBSIDIARY                                                      INCORPORATION
----------                                                      --------------

Actel Corporation                                                Louisiana
Bloomingdale Telephone Company, Inc. (20%)                       Michigan
Century Cellunet of Mississippi RSA #6, Inc.                     Mississippi
Century Interactive Fax, Inc.                                    Louisiana
   Pivotal Communications, LLC (19.5%)                           Georgia
Century Telephone of West Virginia, Inc.                         West Virginia
CenturyTel of Adamsville, Inc.                                   Tennessee
CenturyTel of Arkansas, Inc.                                     Arkansas
CenturyTel of Central Indiana, Inc.                              Indiana
CenturyTel of Central Louisiana, Inc.                            Louisiana
CenturyTel of Chatham, Inc.                                      Louisiana
CenturyTel of Chester, Inc.                                      Iowa
CenturyTel of Claiborne, Inc.                                    Tennessee
CenturyTel of East Louisiana, Inc.                               Louisiana
CenturyTel of Evangeline, Inc.                                   Louisiana


                                 Page 21 of 37
<PAGE>   22

EXHIBIT 1. AFFILIATES (Cont.)

                                CENTURYTEL, INC.

                              LIST OF SUBSIDIARIES
                    (EACH 100% OWNED UNLESS NOTED OTHERWISE)

                                                                STATE OR
                                                                JURISDICTION OF
SUBSIDIARY                                                      INCORPORATION
----------                                                      --------------

CenturyTel Holdings, Inc.                                         Louisiana
   Century Business Communications, LLC                           Louisiana
       Century Color Graphics, LLC (65%)                          Louisiana
   CenturyTel of Greater Wisconsin, Inc.                          Wisconsin
       Brown Equipment Corp.                                      Nevada
       Carter Company, Inc.                                       Hawaii
       CenturyTel of Colorado, Inc.                               Colorado
       CenturyTel of Forestville, Inc.                            Wisconsin
       CenturyTel of Larsen-Readfield, Inc.                       Wisconsin
       CenturyTel of Monroe County, Inc.                          Wisconsin
       CenturyTel of Northern Wisconsin, Inc.                     Wisconsin
       CenturyTel of Northwest Wisconsin, Inc.                    Wisconsin
       CenturyTel of the Southwest, Inc.                          New Mexico
       CenturyTel/UTI, Inc.                                       Wisconsin
       Honomach PR, Inc.                                          Puerto Rico
       Universal Contracting Corp.                                Wisconsin
       Universal Manufacturing Corp.                              Wisconsin
       Universal Telephone Long Distance, Inc.                    Wisconsin


                                 Page 22 of 37
<PAGE>   23

EXHIBIT 1. AFFILIATES (Cont.)

                                CENTURYTEL, INC.

                              LIST OF SUBSIDIARIES
                    (EACH 100% OWNED UNLESS NOTED OTHERWISE)

                                                                STATE OR
                                                                JURISDICTION OF
SUBSIDIARY                                                      INCORPORATION
----------                                                      --------------

CenturyTel of the Northwest, Inc.                                 Washington
   Cascade Autovon Company                                        Washington
   CenturyTel of Eagle, Inc.                                      Colorado
   CenturyTel of Eastern Oregon, Inc.                             Oregon
   CenturyTel Entertainment, Inc.                                 Washington
   CenturyTel of the Gem State, Inc. (96%)                        Idaho
   CenturyTel of Inter Island, Inc.                               Washington
   CenturyTel of the Midwest-Kendall, Inc.                        Wisconsin
   CenturyTel of the Midwest-Wisconsin, Inc.                      Wisconsin
   CenturyTel of Minnesota, Inc.                                  Minnesota
   CenturyTel of Montana, Inc. (991/6)                            Oregon
   CenturyTel of Oregon, Inc.                                     Oregon
   CenturyTel of Paradise, Inc.                                   Washington
       CenturyTel of Cowiche, Inc.                                Washington
   CenturyTel of Postville, Inc.                                  Iowa
   CenturyTel Telecom Service, Inc.                               Washington
   CenturyTel Telephone Utilities, Inc.                           Washington
   CenturyTel TeleVideo, Inc.                                     Wisconsin
   CenturyTel of Upper Michigan, Inc.                             Michigan
   CenturyTel of Washington, Inc.                                 Washington
   CenturyTel/WORLDVOX, Inc.                                      Oregon
   CenturyTel of Wyoming, Inc.                                    Wyoming
   Eagle Valley Communications Corporation                        Colorado
   International Communications Holdings, Inc.                    Delaware
   MVI Corp.                                                      Oregon



                                 Page 23 of 37
<PAGE>   24

EXHIBIT 1. AFFILIATES (Cont.)

                                CENTURYTEL, INC.

                              LIST OF SUBSIDIARIES
                    (EACH 100% OWNED UNLESS NOTED OTHERWISE)

                                                                STATE OR
                                                                JURISDICTION OF
SUBSIDIARY                                                      INCORPORATION
----------                                                      --------------

CenturyTel of the Northwest, Inc. (Cont.)                          Washington
   Pacific Telecom, Inc. (Shell)                                   Oregon
   PTI Broadcasting, Inc.                                          Oregon
   PTI Communications of Ketchikan, Inc.                           Alaska
   PTI Communications of Minnesota, Inc,                           Minnesota
   PTI Transponders, Inc.                                          Oregon
   Western Services, Inc.                                          Wyoming
CenturyTel of Pecoco, Inc.                                         Wisconsin
   CenturyTel/Cable Layers, Inc.                                   Wisconsin
   CenturyTel of Fairwater-Brandon-Alto, Inc.                      Wisconsin
   CenturyTel of Southern Wisconsin, Inc.                          Wisconsin
   CenturyTel/Teleview of Wisconsin, Inc,                          Wisconsin
CenturyTel of Idaho, Inc.                                          Delaware
CenturyTel Interactive Company                                     Louisiana
CenturyTel International, Inc.                                     Louisiana
CenturyTel Investments, LLC                                        Louisiana
CenturyTel Long Distance, Inc.                                     Louisiana
CenturyTel MFN, Inc.                                               Delaware
CenturyTel of Michigan, Inc.                                       Michigan
CenturyTel Michigan Network, LLC                                   Louisiana
CenturyTel Midwest - Michigan, Inc.                                Michigan
CenturyTel Mobile Communications, Inc.                             Louisiana
CenturyTel of Mountain Home, INC.                                  Arkansas
CenturyTel of North Louisiana, Inc.                                Louisiana
CenturyTel of North Mississippi, Inc.                              Mississippi


                                 Page 24 of 37
<PAGE>   25

EXHIBIT 1. AFFILIATES (Cont.)

                                CENTURYTEL, INC.

                              LIST OF SUBSIDIARIES
                    (EACH 100% OWNED UNLESS NOTED OTHERWISE)

                                                                STATE OR
                                                                JURISDICTION OF
SUBSIDIARY                                                      INCORPORATION
----------                                                      --------------

CenturyTel of Northern Michigan, Inc.                             Michigan
CenturyTel of Northwest Louisiana, Inc.                           Louisiana
CenturyTel of Odon, Inc.                                          Indiana
CenturyTel of Ohio, Inc.                                          Ohio
CenturyTel of Ooltewah-Collegedale, Inc.                          Tennessee
CenturyTel Personal Access Network, Inc.                          Louisiana
   Wireless 2000, Inc. (20%)                                      Louisiana
CenturyTel of Port Aransas, Inc.                                  Texas
CenturyTel of Redfield, Inc.                                      Arkansas
CenturyTel of Ringgold, Inc.                                      Louisiana
   CenturyTel/Ringgold IC & C, Inc.                               Louisiana
CenturyTel SM Telecorp, Inc.                                      Texas
   CenturyTel Telecommunications, Inc.                            Texas
       CenturyTel/Area Long Lines, Inc.                           Wisconsin
   SM Telecom, Inc.                                               Texas
   CenturyTel/SM, Inc.                                            Texas
CenturyTel of San Marcos, Inc.                                    Texas
   Telecor Cellular, Inc.                                         Louisiana
CenturyTel Security Systems, Inc.                                 Louisiana



                                 Page 25 of 37
<PAGE>   26

EXHIBIT 1. AFFILIATES (Cont.)

                                CENTURYTEL, INC.

                              LIST OF SUBSIDIARIES
                    (EACH 100% OWNED UNLESS NOTED OTHERWISE)

                                                                STATE OR
                                                                JURISDICTION OF
SUBSIDIARY                                                      INCORPORATION
----------                                                      --------------

CenturyTel Security Systems Holding Company, LLC                   Louisiana
   CenturyTel Security Systems of Arkansas, LLC                    Louisiana
   CenturyTel Security Systems of Colorado, L.L.C.                 Louisiana
   CenturyTel Security Systems of Louisiana, L.L.C.                Louisiana
   CenturyTel Security Systems of Mississippi, L.L.C.              Louisiana
   CenturyTel Security Systems of Montana, L.L.C.                  Louisiana
   CenturyTel Security Systems of Ohio, L.L.C.                     Louisiana
   CenturyTel Security Systems of Oregon, L.L.C.                   Louisiana
   CenturyTel Security Systems of Washington, L.L.C.               Louisiana
   CenturyTel Security Systems of Wisconsin, L.L.C.                Louisiana
   Lone Star Security Systems, LLC                                 Louisiana
   Texas-CenturyTel Security Systems, LLC                          Louisiana
CenturyTel Service Group, LLC                                      Louisiana
CenturyTel Solutions, LLC
CenturyTel of South Arkansas, Inc.                                 Arkansas
CenturyTel of Southeast Louisiana, Inc.                            Louisiana
CenturyTel of Southwest Louisiana, Inc.                            Louisiana
CenturyTel Supply Group, Inc.                                      Louisiana
CenturyTel/Tele-Max, Inc.                                          Texas
   CenturyTel/Remote Access, Inc.                                  Louisiana
   CenturyTel of Lake Dallas, Inc.                                 Texas


                                 Page 26 of 37
<PAGE>   27

EXHIBIT 1. AFFILIATES (Cont.)

                                CENTURYTEL, INC.

                              LIST OF SUBSIDIARIES
                    (EACH 100% OWNED UNLESS NOTED OTHERWISE)

                                                                STATE OR
                                                                JURISDICTION OF
SUBSIDIARY                                                      INCORPORATION
----------                                                      --------------

CenturyTel Wireless, Inc.                                         Louisiana
   Century Cellunet of Alexandria, Inc.                           Louisiana
   Century Cellunet B-Side Development Corp.                      Louisiana
   Century Cellunet International, Inc.                           Louisiana
       Cellunet of India Limited                                  Mauritius
   Century Cellunet of Louisiana, Inc.                            Louisiana
   Century Cellunet of Michigan, Inc.                             Louisiana
   Century Cellunet of Michigan RSAs, Inc.                        Louisiana
   Century Cellunet of Michigan RSA #4, Inc.                      Louisiana
   Century Cellunet of Mississippi RSA #2, Inc.                   Mississippi
   Century Cellunet of Mississippi RSA #7, Inc.                   Mississippi
   Century Cellunet of North Arkansas, Inc.                       Louisiana
   Century Cellunet of Saginaw, Inc.                              Louisiana
   Century Cellunet of South Arkansas, Inc.                       Louisiana
   Century Cellunet of Southern Michigan, Inc.                    Delaware
       Saginaw Bay Cellular Company                               Michigan
   Century Cellunet of Texarkana, Inc.                            Louisiana
       CenturyTel Wireless of Texarkana, LLC                      Louisiana
   CenturyTel Paging, Inc.                                        Louisiana
   CenturyTel Telelink, Inc.                                      Louisiana


                                 Page 27 of 37
<PAGE>   28

EXHIBIT 1. AFFILIATES (Cont.)

                                CENTURYTEL, INC.

                              LIST OF SUBSIDIARIES
                    (EACH 100% OWNED UNLESS NOTED OTHERWISE)

                                                                STATE OR
                                                                JURISDICTION OF
SUBSIDIARY                                                      INCORPORATION
----------                                                      --------------

CenturyTel Wireless of Louisiana, Inc.                            Louisiana
   Celutel, Inc.                                                  Delaware
      Brownsville Cellular Telephone Co., Inc.                    Delaware
      Celutel of Biloxi, Inc. (96.45%)                            Delaware
      Jackson Cellular Telephone Co., Inc. (90.22%)               Delaware
      The McAllen Cellular Telephone Co., Inc.                    Nevada
      Pascagoula Cellular Services, Inc.                          Mississippi
   Pacific Telecom Cellular, Inc.                                 Wisconsin
      CenturyTel Wireless of Wisconsin RSA #8, LLC                Delaware
      Eau Claire Cellular, Inc.                                   Colorado
      North-West Cellular of Eau Claire, Inc.                     Wisconsin
      Pacific Telecom Cellular of Idaho, Inc.                     Idaho
      Pacific Telecom Cellular of 1-5 Mobilnet, Inc.              Washington
      Pacific Telecom Cellular of Illinois, Inc.                  Illinois
      Pacific Telecom Cellular of Michigan, Inc.                  Michigan
         Pacific Telecom Cellular of Michigan RSA #1, Inc.        Michigan
         Pacific Telecom Cellular of Michigan RSA #2, Inc.        Michigan
      Pacific Telecom Cellular of Minnesota, Inc.                 Minnesota
      Pacific Telecom Cellular of Montana, Inc.                   Montana
      Pacific Telecom Cellular of Oregon, Inc.                    Oregon
      Pacific Telecom Cellular of South Dakota, Inc.              South Dakota
      Pacific Telecom Cellular of Washington, Inc.                Washington





                                 Page 28 of 37
<PAGE>   29


EXHIBIT 1. AFFILIATES (Cont.)

                                CENTURYTEL, INC.

                              LIST OF SUBSIDIARIES
                    (EACH 100% OWNED UNLESS NOTED OTHERWISE)

                                                                STATE OR
                                                                JURISDICTION OF
SUBSIDIARY                                                      INCORPORATION
----------                                                      --------------

CenturyTel Wireless Louisiana, Inc. (Cont.)                         Louisiana
   Pacific Telecom Cellular, Inc. (Cont.)                           Wisconsin
      UC/PTC of Wisconsin, LLC (85%)                                Wisconsin
         CenturyTel Wireless of Wisconsin RSA #1, LLC               Delaware
         CenturyTel Wireless of Wisconsin RSA #2, LLC               Delaware
         CenturyTel Wireless of Wisconsin RSA #3, LLC               Delaware
         CenturyTel Wireless of Wisconsin RSA #6, LLC               Delaware
         CenturyTel Wireless of Appleton-Oshkosh-Neenah MSA, LLC    Delaware
   Universal Cellular, Inc.                                         Wisconsin
         Century Cellunet of Pine Bluff, LLC                        Arkansas
         CenturyTel Wireless of La Crosse, LLC                      Delaware
         CenturyTel Wireless of Wisconsin RSA #10, LLC              Delaware
         Universal Cellular for New Mexico RSA #4, Inc.             New Mexico
         Universal Cellular for Wisconsin RSA #8.1, Inc.            Wisconsin
   CenturyTel Wireless of North Louisiana, LLC                      Louisiana
   CenturyTel Wireless of Shreveport, LLC                           Louisiana
   Pacific Telecom Cellular of Alaska RSA #1, Inc.                  Alaska
CenturyTel of Wisconsin, Inc.                                       Wisconsin
Hillsboro Telephone Company, Inc. (20%)                             Wisconsin
La Crosse Telephone Corporation                                     Wisconsin
Spectra Communications Group, LLC (56.9%)                           Delaware
Telephone USA of Wisconsin, LLC (89%)                               Delaware


                                 Page 29 of 37
<PAGE>   30


Exhibit 2. PRODUCT and PRICING

2.01     EQUIPMENT

Products:  All current and future LMDS (28,29 & 31GHz) OC-3 and Fast Ethernet
           products offered by Triton

           Price:

           o   Pricing is per IFU.

           o   In addition to the initial license fee, an Annual Support fee for
               each IFU installed in the Buyer's networks will be invoiced as
               discussed below at Exhibit 2, Section 2.03.

           o   [*] per IFU for first 500 IFUs (less [*] per IFU as described in
               section 4.02)

           o   [*] per IFU or units 501-800

           o   [*] per IFU for IFUs 801-1600.

           o   [*] per IFU for IFUs 1601-2000.

           o   Mounting/Alignment brackets are [*].

           o   Software licensing fee [*] of Purchase Order value per year per
               IFU.

[*] Confidential Treatment Requested

                                 Page 30 of 37
<PAGE>   31

2.02     DOCUMENTATION

All Documentation shall be available electronically or hardcopy at prices set
forth in Triton's published price book.



                                 Page 31 of 37

<PAGE>   32

2.03     SOFTWARE LICENSE FEE AND ANNUAL SUPPORT FEE FOR SOFTWARE AND TECHNICAL
         ASSISTANCE CENTER


         The IFU Link Manager, IFU Software and all other Seller provided
Software necessary to operate the Products in Buyer's network shall be provided
under this Software License. Triton will be responsible to make available
up-to-date copies of all Software as well as TAC software support (as described
in the TAC section) for all clients who are in full payment of their"Software
License Fee."

Software License Fee

         o   All Purchase Orders will include a Software License Fee of [*] of
             the Purchase Order's Net Price for IFUs. The Software License Fee
             of [*] will be prorated for the balance of the calendar year in
             which the PO is issued beginning the month following the scheduled
             delivery date in the PO. Example: IFU unit price of [*] with
             scheduled delivery date of May 15, 2000. Calculation: [*] X [*] /
             12 months X 7 Months remaining in calendar year = [*] per IFU unit
             ordered for May 15, 2000 delivery.

Annual Support Fee

         o   The Annual Support Fee will be [*] per year of the purchase value
             of all IFUs installed in the network. The annual support fee
             includes "Bronze" level TAC support and all standard software
             upgrades. The Annual Software Support Fee ([*] of the PO value all
             IFU's) will be billed in the first quarter of each calendar year
             based on the total number of IFU's in the Buyers network as of the
             last day of the previous calendar year.

[*] Confidential Treatment Requested

                                 Page 32 of 37
<PAGE>   33

2.04     EQUIPMENT WARRANTY - TRITON SUPPLIED EQUIPMENT

        (a)  Standard Warranty

         o   The Warranties relating to Triton Supplied Equipment can be found
             in Article 8.

        (b)  Extended IFU Warranty

         o   The Seller offers the following optional Extended IFU Warranty
             terms:

             o   Additional 12 month warranty       [*] of the Purchase Order
                                                    IFU net sales price.

         o   Extended IFU Warranty must be purchased with this Equipment
             purchased in this Agreement and is incremental to the twelve months
             in the Standard IFU Warranty.

         o   The return and replacement terms and conditions of the Standard IFU
             Warranty apply to the Extended IFU Warranty.

         o   Extended IFU warranty relates to Equipment only. Technical support
             for Software is covered separately.

[*] Confidential Treatment Requested

                                 Page 33 of 37
<PAGE>   34

2.05     TECHNICAL ASSISTANCE CENTER (TAC) SERVICE LEVEL AGREEMENT

TAC Services is available for all Products.

         (a) Bronze Level TAC Services

             o   Part of net Equipment price as per this Agreement.

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

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

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

             o   Per hour service charge of telephone and administrative time
                 to manage Triton and Third Party out of warranty Equipment:
                 [*].

[*] Confidential Treatment Requested

                                 Page 34 of 37
<PAGE>   35

2.06     CUSTOMER TRAINING

         (a) AVAILABLE TRAINING COURSES

             o   Local IFU Installation

                 o   Physical installation

                 o   Alignment

                 o   Configuration

                 o   Integration

             o   Remote IFU OAM&P - Administration, Management, and Protocol

                  o   Integrate IFUs into new and existing networks

                 o   Configure all components and aspects of the IFU

                 o   Perform all typical diagnostics and problem isolation to
                     properly identify failed or degraded operation

                 o   Retrieve all remote administration data

                 o   Apply security measures to ensure network integrity

             o   IFU Network Engineering

         (b) CERTIFICATION

             o   Installation and Maintenance

                 o   Training is provided at a level to certify the customer in
                     the Installation and Maintenance of the Triton product.

                 o   Certification verification for each Student is supplied by
                     Seller.

                 o   Customer will be able to perform all the necessary
                     functions to install, locally align and configure, and
                     integrate the IFU in an effective manner.

                 o   Customer will be able to remotely integrate, diagnose
                     typical failures and degradations, and manage and
                     administer the IFUs in an effective, consistent manner.

         (c) PRICE.

                 o   Additional class prices are based on a course basis at
                     individual student or group rates, excluding travel and
                     facilities costs.

                 o   Prices are to be negotiated based on course program
                     supplied by Seller.

                 o   Price includes all course material and Equipment.

                 o   Minimum number of two (2) students per class.

                 o   Maximum number of ten (10) students per class.

                 o   Customer Premise Training


                                 Page 35 of 37

<PAGE>   36

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

                 o   Shipment of any training material and Equipment.

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

         o   The payment terms in net 30 days upon issuance of the
             invoice.

         (d) TRAINING ALLOWANCE

         o   During the Term of this Agreement, Buyer has the right to require
             Seller to train up to five (5) Buyer employees at no charge to
             Buyer. The training will be for one week per employee, and will
             take place in Orlando, Florida unless another site is specified by
             Seller. Buyer will be responsible for all expenses incurred by
             Buyers employees related to the training.


                                 Page 36 of 37
<PAGE>   37

Exhibit 3. YEAR 2000 (Y2K) COMPLIANCE

Section 1.02      Seller warrants, with respect to Products that Seller has
undertaken commercially practicable efforts to ensure, to the extent within its
reasonable control, that when such Products are properly used in accordance with
the applicable Product Specifications, then both before and after 01 January
2000 such Products will accurately receive, provide, and process date and date
dependent data (including calculating, comparing, and sequencing) from, into,
and between the twentieth (20th) and the twenty-first (21st) centuries through
to the year 2036, including the years 1999 and 2000, and leap year calculations.
Seller further warrants during Product warranty period, as specified in this
Agreement, Product shall function without any material, service affecting,
non-conformance to the applicable Product Specifications as a consequence of
date and date dependent data, to the extent that other software used in
combination with Seller's Products sold or licensed hereunder is also Year 2000
Compliant and properly exchanges date and date dependent data with Seller's
Products. If Product fails to so function as set forth herein, the Parties agree
to negotiate a commercially reasonable solution. Any modification to Products
not performed by Seller, other than with respect to Modifiable Software, shall
void this warranty.


                                 Page 37 of 37