<PAGE>   1
                                                                   EXHIBIT 10.10

                          TRITON NETWORK SYSTEMS, INC.

                                SUPPLY AGREEMENT



              This Supply Agreement (the "Agreement") is made as of
                    December 23, 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
  Advanced Radio Telecom Corp. ("Buyer", also referred to as "ART") a Delaware
                 corporation with principal place of business at:
                       500 - 108th Avenue NE, Suite 2600,
                             Bellevue, WA, USA 98004

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

             TRITON NETWORK SYSTEMS, Inc. SUPPLY AGREEMENT NUMBER:




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   ARTICLE 1. DEFINITIONS

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

   1.01   "ADDITIONAL TERM" has the meaning set forth in Section 3.01.

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

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

   1.04   "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.

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

   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.

   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) as specified by Buyer in Purchase
          Orders accepted by Seller pursuant to Section 5.03.

   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 23, 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 OEM Equipment and other Third Party
          Equipment, except as otherwise provided in this Agreement.

   1.13   "FORECAST" means non-binding forecasts of Buyer's anticipated Product
          orders as most recently revised pursuant to Section 5.03 of this
          Agreement.

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

   1.15   "INITIAL TERM" has the meaning set forth in Section 3.01.

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

   1.17   "INITIAL PURCHASE COMMITMENT" has the meaning set forth in
          Section 4.02.

   1.18   "LATE SHIPMENT" has the meaning set forth in Section 5.04.


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

   1.20   "MAJOR SOFTWARE RELEASE" means a Software Release which contains
          significantly new features and functionality (only) and does not
          include maintenance releases, updates or bug fixes.

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

   1.22   "PARTY" means either Buyer or Seller.

   1.23   "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.

   1.24   "PRODUCT SPECIFICATION" means those specifications set forth in
          Exhibit 6 to this Agreement. Exhibit 6 may be revised from time to
          time by the mutual agreement of the Parties to address performance
          issues revealed by testing during the Term hereof.

   1.25   "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 pursuant to this Agreement.

   1.26   "RPS" means a Radio Pair System which includes two (2) IFUs, mounting
          brackets and initial Software.

   1.27   "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.

   1.28   "SHIP DATE" means the date on which a Product ordered by Buyer is to
          be shipped as set forth in the relevant Purchase Order, or in the case
          of Software, the date upon which such Software is either available for
          download by Buyer or physically shipped to Buyer.

   1.29   "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.

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

   1.31   "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.

   1.32   "SOURCE CODE" shall have the meaning set forth in Section 7.07.

   1.33   "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 and
          one hundred twenty (120) days for unforecasted quantities.

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


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 1.35     "TERM" means the duration of this Agreement.

 1.36     "TERRITORIES" means the countries, country, or portion of country
          that are covered by this Agreement as noted in Exhibit 4. The
          Parties may, by mutual written agreement, amend this Agreement from
          time to time to add additional countries to the Territories.

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

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

 1.39     "THIRD PARTY PRODUCTS" means, collectively, Third Party Equipment and
          Third Party Software.

 1.40     "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 to
          Third Parties 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 as set forth in
          accepted Purchase Orders 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.

 2.04     Subject to Section 4.03 below, this Agreement shall also apply to the
          products provided by Seller and installed as of the Effective Date in
          Buyer's network in San Jose, California pursuant to the Evaluation
          Trial Agreement dated as of April 29, 1999, subject to section 4.03
          below, which products shall be deemed to be "Products" under this
          Agreement.

ARTICLE 3. TERM

 3.01     The initial term of this Agreement is three (3) years from the
          Effective Date (the "Initial Term"). Following the Initial Term, this
          Agreement shall be automatically renewed for successive one (1) year
          terms (each, an "Additional Term"); provided, that (i) at any time
          after this Initial Term Buyer may terminate this Agreement by
          providing thirty (30) days prior written notice to Seller,


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            and (ii) at any time beginning one year after the expiration of the
            initial Term, Seller may terminate this Agreement by providing
            thirty (30) days prior written notice to Buyer.

   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 1,000 RPSs to be delivered
           by December 31, 2000. This "Initial Purchase Commitment" is Buyer's
           sole commitment with respect to purchasing Products from Seller
           during the Term. Concurrent with execution of this Agreement, Buyer
           will issue a Purchase Order for 170 RPSs to be delivered before
           June 30, 2000, which RPSs shall be counted towards the Initial
           Purchase Commitment. Buyer will issue confirming Purchase Orders with
           specific delivery information such as Ship Date and location. An
           additional 750 RPSs of the Initial Purchase Commitment are to be
           delivered by December 31, 2000 pursuant to Purchase Orders issued by
           Buyer. Buyer may apply purchases of any of Seller's 38Ghz products
           to the Initial Purchase Commitment. If prices for Seller's future
           38Ghz products are greater than the prices set forth in this
           Agreement, the Initial Purchase Commitment shall be measured by total
           purchase price not by the number of units.

  4.03     Seller shall replace the IFUs which are installed in Buyer's network
           in San Jose, California. ("San Jose IFUs") as of the Effective Date
           with new IFU's which Seller delivered to) Buyer pursuant to Purchase
           Orders number 3886, 3888 or 3891. Seller will replace the IFUs, at
           Seller's sole cost and expense, at a mutually acceptable time during
           January, 2000. Buyer shall return the San Jose IFUs to Seller, at
           Seller's sole cost and expense, and Seller will not bill Buyer for
           the San Jose IFUs. Seller shall submit an invoice for equipment
           (which invoice shall not include the San Jose IFU's or any replaced
           cable or other equipment which has been or will be returned to Seller
           in connection with the IFU replacement) provided by Seller and
           installed as of the Effective Date in Buyer's network in San Jose,
           California. Buyer shall promptly pay such invoice subject to
           reconciling such invoice with the Triton supplied equipment in use in
           the ART network as of the Effective Date.

  4.04     Purchases of RPSs (i) by Affiliates of Buyer, (ii) pursuant to orders
           outstanding on the date hereof as set forth in the Letter Agreement,
           dated November 11, 1999, between Buyer and Seller, and (iii)
           delivered by Seller to Buyer prior to the date of this Agreement,
           shall count towards Buyer's Initial Purchase Commitment. Buyer may,
           without any further liability to Seller, cancel its 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) During the period commencing on the Effective Date and
                  ending on June 1, 2000, there occur [*], or during the period
                  commencing on June 1, 2000 through the remainder of the Term,
                  there occurs [*];

                  (c) Products fail to meet the performance requirements set
                  forth in the Product Specifications;

[*] Confidential Treatment Requested

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                   (d) 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;

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

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

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

                   (h) A force majeure event which impedes Sellers performance
                   hereunder continues for a period of thirty (30) days
                   (regardless of whether, as a result of such event, Buyer
                   cancels any Purchase Order in accordance with Section 5.05
                   hereof);

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

4.05      Subject to Section 4.04, if Buyer fails to place Purchase Orders (or
          later cancels such Purchase Orders (other than pursuant to Section
          5.05(c))) for 1,000 RPSs to be delivered by December 31, 2000, Buyer
          will pay to Seller a penalty (the "Initial Purchase Cancellation Fee")
          equal to ten percent (10%) of the aggregate purchase price of the
          number of RPSs equal to the remainder of (i) 1000 RPSs minus (ii) the
          total number of RPSs included in Purchase Orders placed by Buyer to be
          delivered on or before December 31, 2000. Any RPS included in any
          Purchase Order placed by Buyer to be delivered prior to December 31,
          2000 which is cancelled by Buyer in accordance with Section 5.05(c)
          hereof shall be counted as delivered (and accordingly included in
          clause (ii) of the immediately preceding sentence) for purposes of
          calculating the Initial Purchase Cancellation Fee pursuant to this
          Section 4.05. Payment by Buyer of the Initial Purchase Cancellation
          Fee shall be Seller's sole and exclusive remedy for Buyer's failure to
          satisfy the Initial Purchase Commitment, and Seller agrees not to seek
          any other remedy for such failure.

 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 Products are based on Seller's design,


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                    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
                    Products caused by such governmental requirements, the
                    prices may be adjusted by Seller, subject to reasonable
                    approval of Buyer and mutual written agreement of Seller and
                    Buyer. Any OEM Equipment and Third Party Products 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
                    specifications.

           (b)      All prices listed in 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)      Product Payment - Payment for Products shall be due upon the
                    later of thirty (30) days following shipment of such
                    Products to Buyer and thirty (30) days following the receipt
                    by Buyer of Seller's invoice with respect to such Products.
                    Notwithstanding any other provision hereof, in the event
                    that (i) Buyer fails to make timely payment for Products
                    pursuant to this Section 5.02(a), and (ii) Buyer does not
                    make payment to Seller for such Products within fifteen
                    (15) days after the receipt by Buyer of written notice from
                    Seller of such failure, Seller shall have no obligation to
                    ship any Products to Buyer hereunder until such time as
                    Buyer remits such payment to Seller.

           (b)      Annual Support Fees - Payment for Annual Support Fees
                    ordered by Buyer shall be due within thirty (30) days of
                    receipt of Seller's invoice given in accordance with
                    Exhibit 2.

           (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)      Taxes - Buyer's 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 on the sale or shipment to Buyer of Products,
                    excluding only those taxes based solely on Seller's net
                    income. When Seller has the legal obligation to collect
                    such taxes, the appropriate amount shall be added to Buyer's
                    invoice and shall be paid by Buyer unless Buyer provides
                    Seller with a valid tax exemption certificate authorized by
                    the appropriate taxing authority.

5.03      Forecasts and Purchase Orders

          (a)       Within thirty (30) days after the Effective Date, Buyer will
                    provide Seller with a written, non-binding Forecast
                    estimating the Products Buyer will purchase during the
                    period of twelve (12) consecutive calendar months commencing
                    on the Effective Date. Buyer will update such Forecast
                    monthly in order to provide Seller with a twelve month
                    rolling view of prospective purchases by Buyer. The
                    Forecasts shall not be binding and only are intended to give
                    the Parties an estimate of future purchases for planning
                    purposes.

          (b)       Products to be procured hereunder, as well as the Ship Date,
                    shall be listed in a Purchase Order issued by Buyer pursuant
                    to this Agreement and subject to the Forecast process listed
                    above. Each Purchase Order shall specifically reference this
                    Agreement, and time


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                      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 7. 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. 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, 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)  Ship 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, and 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 (i) are missing the material terms required by this
                   Article to be contained in a Purchase Order or call for
                   delivery of Products in an amount which is in excess of [*]
                   more than the amounts contained in the Forecast for the month
                   for which such a Purchase Order is issued or (ii) have Ship
                   Dates that materially vary from Standard Intervals. All
                   Purchase Orders shall be deemed to have been accepted by
                   Seller unless (i) Seller notifies Buyer in writing within
                   fifteen (15) business days of receipt of a Purchase Order
                   that it will not accept such Purchase Order and (ii) Seller
                   may rightfully decline to accept such Purchase Order pursuant
                   to the immediately preceding sentence. Any Purchase Order not
                   rightfully rejected shall be deemed to be accepted by Seller.
                   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 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 (i) which are not accepted by Seller pursuant to the
                   first sentence of this clause (c) or (ii) which are cancelled
                   by Buyer in accordance with Section 5.05(c) hereof, shall be
                   counted toward the Initial Purchase Commitment.

          (d)      In addition to changes allowed in the Forecast process set
                   forth in Section 5.03 and

[*] Confidential Treatment Requested

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                    changes pursuant to Sections 5.05 and 5.06, 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
                    reasonable 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. The Seller shall: (a) be responsible
           for and arrange for shipment of the Products to Buyer's site as
           specified in the Purchase Order applicable thereto; (b) prepay all
           shipping and handling charges for the Products; and (c) invoice Buyer
           for such charges upon shipment of all the Products specified in a
           Purchase Order. Buyer shall reimburse Seller for such charges at
           Seller's actual cost. Seller shall be responsible for repair or
           replacement of any Products damaged in shipment without cost to
           Buyer, and Seller shall file all claims for transportation damage. If
           any Product is lost, or damaged in transit, Seller shall use all
           commercially reasonable best efforts to supply a replacement within
           the shortest possible time at the same price and terms as applicable
           to the original Purchase Order.

 All shipments are subject to the following conditions:

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

           (d)     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;

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

           (f)     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.


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           (g)     Seller shall not ship Products more than five (5) business
                   days prior to the requested and accepted Ship Date in the
                   Purchase Order without the consent of the Buyer. Subject to
                   the immediately preceding sentence, in the event Seller
                   ships Products to the Buyer prior to the Ship Date in the
                   Purchase Order, Seller shall provide Buyer with reasonable
                   advance notice of the date on which Seller intends to
                   deliver such Products.

           (h)     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.

           (i)     Title to the Product (excluding Software) and risk of loss
                   shall pass to Buyer upon shipment to Buyer.

           (j)     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 Seller. Buyer shall issue to Seller
                   a defect/discrepancy written report within fifteen (15)
                   business days of receipt of Product. If no such report is
                   issued to Seller within fifteen (15) business days the Buyer
                   shall be deemed to have accepted the Products as delivered.

          (k)      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.

          (l)      For all deliveries after January 1, 2000, if any shipment
                   of Products to Buyer by Seller occurs more than ten (10)
                   business days following the Ship Date in the accepted
                   Purchase Order and such delay is not caused by a force
                   majeure event, such delivery shall be a "Late Shipment."

          (m)      Not later than thirty (30) days prior to the Ship Date
                   relating to Product covered by a Purchase Order, Buyer may
                   notify Seller in writing that (i) Buyer does not wish to
                   receive shipment of any Products on the date set forth in
                   such Purchase Order, or (ii) Buyer's facilities are not
                   prepared in sufficient time for Seller to make delivery on
                   such date. In either case, Seller shall delay delivery as
                   requested by Buyer. Seller may, subject to Buyer's consent,
                   store such Products in a commercially reasonable manner
                   consistent with the storage requirements set forth in the
                   Product Specifications at Buyer's risk of loss. Buyer shall
                   reimburse Seller for reasonable out-of-pocket storage and
                   shipping fees associated with such delay.

5.05      Cancellation

          (a)      Subject to Section 5.05(b), upon written notice to Seller,
                   Buyer may cancel all or any part of a Purchase Order if
                   Seller receives a written and dated Purchase Order
                   cancellation notice before the Ship Date.

          (b)      Buyer shall pay cancellation charges based on the date a
                   Purchase Order cancellation notice is received by the Seller,
                   and such cancellation charges shall not exceed the
                   schedule as shown below (such charges shall be the sole and
                   exclusive remedy of the Seller with respect to cancellation
                   of Purchase Orders pursuant to this section 5.05):


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<TABLE>
<CAPTION>
           Days Prior Notice of PO Cancellation                        Order Cancellation Charge
           ------------------------------------                        -------------------------
<S>                                                                    <C>
           Greater than 60 days before Ship Date or within             None
           30 Days of Purchase Order

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

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

               (c)      In the event that ten (10) days after the requested Ship
                        Date for any Purchase Order Seller has not shipped the
                        Products subject to such Purchase Order, Buyer shall
                        have the right to cancel such Purchase Order without
                        cost or charge upon written notice to Seller by
                        facsimile, e-mail or otherwise. Seller shall notify
                        Buyer via e-mail if Seller is unable to ship Products on
                        the Ship Date. Seller shall pay any additional costs
                        required to expedite late shipments.

      5.06     Change of Purchase Orders. Buyer may delay shipment of Product
               without penalty as follows:

               (a)      Buyer may delay shipment of the first 250 RPSs until
                        June 30, 2000.

               (b)      Buyer may delay shipment of the next 750 RPSs until
                        December 31, 2000.

               (c)      After the first 1000 RPSs are delivered, Buyer may delay
                        shipment of Product for up to six (6) months for each
                        Purchase Order issued thereafter as set forth below;
                        provided, however, Buyer may not delay shipment of
                        Products less than thirty (30) days before the Ship Date
                        unless mutually agreed upon:

                        (i)   During the first six (6) months after the first
                              1,000 RPSs are delivered, up to fifty percent
                              (50%) of any Purchase Order.

                        (ii)  During the following six (6) months, up to forty
                              percent (40%) of any Purchase Order.

                        (iii) During the following six (6) months, up to thirty
                              percent (30%) of any Purchase Order.

                        (iv)  Remainder of term, up to twenty percent (20%) of
                              any Purchase Order.

               (d)      Seller will not invoice Buyer for Products subject to
                        the above delays until such Products are actually
                        shipped to Buyer.

     5.07     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.

     5.08     Resale Rights. Buyer shall have an unlimited right to resell the
              Products to its Affiliates or as part of a service arrangement or
              business arrangement with Third Parties if the Equipment is to be
              used in such service or business arrangement; provided, however,
              that Buyer is not permitted to sell to a direct competitor of
              Seller. Seller has right of first refusal for sales which are not
              to an Affiliate of Buyer or part of a service or business
              arrangement (other than for sales pursuant to a foreclosure by any
              Third Party on such Third Party's security interest) provided
              Seller purchases on identical terms and conditions. Any Software
              License, warranty and prepaid Annual Support Fees are transferable
              with the sale of Equipment to the extent the foregoing provisions
              are applicable to Buyer.


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ARTICLE 6. EQUIPMENT CHANGES

Notwithstanding any other provisions contained herein, Seller reserves the
right, upon prior approval from Buyer, 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 (except as
           set forth in Sections 7.07 and 7.08) 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       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 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 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      All Software supplied by Seller under or in implementation of this
          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,


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           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 this Agreement. Once an updated Software Release is
           available, it shall be made available to Buyer subject to the terms
           of this Agreement.

  7.06     From the date of this Agreement through December 31, 2000, Seller
           shall provide a special "Founding Customer Service Package" which
           provides Buyer with the "Gold Level" support as defined in Exhibit 2
           hereto [*] to the Buyer. Subsequent to December 31, 2000, during the
           term of this Agreement, Seller shall provide its "Bronze Level"
           support as defined in Exhibit 2 hereto at no charge to the Buyer.
           After the "Gold Level" support has concluded, for the two (2) week
           period following the issuance of a new Software Release, Seller shall
           provide Buyer with access to dedicated technical assistance center
           personnel twenty-four (24) hours per day, seven (7) days per week
           with immediate response time.

  7.07     No later than thirty (30) business days after Seller delivers
           Software to Buyer, Seller shall, [*] place a copy of all Software
           source code, including copies of the source code for any upgrades or
           new releases developed by Seller in the future when they are
           available (collectively "Source Code"), with an independent escrow
           agent reasonably acceptable to Buyer along with written escrow
           instructions to deliver all Source Code to Buyer upon request from
           Buyer without further instructions in the event Seller declares
           bankruptcy, or is involuntarily bankrupt. The Source Code shall be
           designated in writing as being held in escrow for Buyer. The escrow
           agent shall hold the Source Code for the Term of the Agreement. If,
           at any time, Seller declares bankruptcy, or is involuntarily
           bankrupt, upon notice from Buyer, the escrow agent shall immediately
           transfer the Source Code to Buyer. Possession of the Source Code does
           not give Buyer any rights to sell, rent or lease the Source Code or
           Software to Third Parties.

  7.08     In the event Seller no longer supports past releases of Software and
           Buyer requires such unsupported Software to operate Equipment in
           Buyer's network, Seller shall, within [*] days of Buyer's request,
           provide Buyer with the Source Code for the unsupported Software to
           enable Buyer to support the Equipment in its network. Possession of
           the Source Code does not give Buyer any rights to sell, rent or lease
           the Source Code or Software to Third Parties.

  7.09     [*] Software Releases must be Backwards Compatible.

  7.10     Repair and return of Equipment is [*] based on serial number with
           [*] day turnaround from receipt at factory to return shipment.

ARTICLE 8. WARRANTIES

  8.01     Seller Supplied Equipment

           (a)     Seller warrants for a period ending on (i) the later of
                   fifteen (15) months from the Ship Date or twelve (12) months
                   after installation for the first 1,000 RPSs; or (ii) fifteen
                   (15) months from the Ship Date for all RPSs delivered after
                   the first 1,000 RPSs, 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. In the
                   event the Buyer changes its network configuration in a manner
                   that causes the Equipment not to operate in compliance with
                   the applicable Product Specifications, the Seller shall use
                   commercially reasonable

[*] Confidential Treatment Requested

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                  efforts to modify the Equipment so that it will so operate and
                  the parties shall negotiate in good faith applicable
                  amendments to the Product Specifications and the cost of
                  Product if necessary. The foregoing warranty shall not apply
                  to items normally consumed during operation such as, but not
                  limited to, lamps and fuses. [*] Equipment will be Backwards
                  Compatible with [*] other Equipment and Software. If Equipment
                  is not free from material defects or faulty workmanship or
                  fails to comply with the applicable Product Specification
                  during the warranty period, or is not Backwards Compatible as
                  required by the immediately preceding sentence, 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 Specifications and is so Backwards
                  Compatible. 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 conforms to the applicable Product Specification and
                  is so compatible, Seller shall replace the Equipment with
                  Equipment that conforms to such Product Specification and is
                  so compatible. 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 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 non-complying service was
                           performed by Seller or on Seller's behalf;

                  (v)                breakage, damage, alteration, or removal of
                           any Seller affixed seal or label located on the RPS
                           without the Seller's written approval. The RPSs
                           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, vendors, 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

[*] Confidential Treatment Requested

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                  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.
                  Seller shall not unreasonably delay or withhold issuing any
                  RMA to Buyer. Information regarding the RMA process is
                  provided in Exhibit 3.

         (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. Seller
                  shall return the repaired or replaced Equipment to 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 beginning on the
                  date of this Agreement and ending on the fifth (5th)
                  anniversary of the termination of this Agreement or, if
                  longer, as otherwise provided by law.

 8.02 Third Party Products

         (a)      With respect to any Third Party Products furnished by Seller
                  to Buyer, Seller shall secure from the applicable
                  manufacturers such warranties and indemnities as may be
                  available with respect to such Third Party Products, and
                  assign and pass through to Buyer all available warranties and
                  indemnities for such Third Party Products 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 Products
                  vendors (for Third Party Products that constitute systems as
                  opposed to individual components) such that Buyer is
                  acknowledged as a support obligation of the Third Party
                  Products vendors and Buyer can receive and obtain product
                  notices directly from the Third Party Products vendors. Seller
                  shall produce evidence of such registration within sixty (60)
                  calendar days from the date Buyer requests that Seller obtain
                  such registration.

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         (b)      All Third Party Products unless otherwise stated in this
                  Agreement, or in the Third Party warranties, will follow the
                  same repair and return procedures as noted in Article 8.01.

   8.03 Software

         (a)      Seller warrants for a period ending on (i) the later of
                  fifteen (15) months from the Ship Date or twelve (12) months
                  after installation for the first 1,000 RPSs; or (ii) fifteen
                  (15) months from the Ship Date for all RPSs delivered after
                  the first 1,000 RPSs, that under normal use and service the
                  Software shall (i) perform the necessary provide the full
                  functionality described in the Documentation and Product
                  Specifications and (ii) be Backwards Compatible with all other
                  Products. In the event the Buyer changes its network
                  configuration in a manner that causes the Software not to
                  operate in compliance with the applicable Product
                  Specifications, the Seller shall use commercially reasonable
                  efforts to modify the Software so that it will so operate and
                  the parties shall negotiate in good faith applicable
                  amendments to the 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

                  (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 5.

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   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,
            copyright, trademark, trade secret or other intellectual property
            rights. 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 this Agreement or by Seller's product
                    documentation existing as of the Effective Date of this
                    Agreement;

            (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 he 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

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                    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, at Seller's sole cost and expense, the
                    right to continue using the portion of the system enjoined
                    from use; or

           (b)      replace or modify, at Seller's sole cost and expense, 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
  Product and pay for the de-installation of Seller's Product. 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 shall survive any expiration or termination
           of this Agreement.

 ARTICLE 10. CONFIDENTIALITY

 10.01     Confidentiality - All terms and conditions of that certain Mutual
           Confidentiality and Non-Disclosure Agreement dated as of January 20,
           1998 (the "Confidentiality Agreement") executed between Buyer and
           Seller are hereby incorporated herein by this reference and shall
           survive any expiration or termination of the Confidentiality
           Agreement.

 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.

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  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 ARTICLE
           9, ARTICLE 10, [*] 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 OR LOSS OF DATA OR FOR ANY INCIDENTAL, INDIRECT,
           CONSEQUENTIAL, OR SPEC 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 - Subject to the terms of this Agreement, Seller
           shall not be responsible for any failures or inadequacies of
           performance resulting from products not supplied by Seller. 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

  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 New York 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 New York State law. Jurisdiction
           will reside in the federal courts located in Orange County, FL, USA,
           King County, WA, USA. In the event of a dispute between the Parties
           relating to this Agreement, the Parties shall make good faith efforts
           to resolve such dispute through direct negotiations; provided, that
           this provision shall in no way limit the rights of the Parties at any
           time to pursue resolution through arbitration, judicial proceedings
           or any other means of dispute resolution. Nothing in this
           subparagraph precludes the Parties from agreeing to submit the
           dispute for resolution by arbitration under conditions and procedures
           to which they agree in advance.

[*] Confidential Treatment Requested

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<PAGE>   20





  12-02    Assignment - Other than as explicitly stated in this Agreement,
           neither Party may assign or transfer this Agreement, or any of its
           rights hereunder, without the prior written consent of the other
           Party, which consent shall not be unreasonably withheld. Buyers
           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.

  12.03    Consents - Each Party hereto represents and warrants that:

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

           (b)      the persons executing this Agreement on its behalf have
                    express authority to do so, and, in so doing, 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)      On the Effective Date, Buyer has the necessary FCC
                    authorizations to use the relevant radio spectrum; and

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

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

  12.05    Entire Agreement - This Agreement, including the Exhibits which are
           attached hereto and incorporated herein, comprises all the terms,
           conditions, and agreements of the Parties hereto with respect to the
           subject matter hereof and supersedes all previous negotiations,
           proposals, commitments, writings, publications, and understandings of
           any nature whatsoever. No agent, employee, or representative of
           Seller or Buyer has any authority to bind Seller or Buyer,
           respectively, 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 Seller, as
           applicable, or any assignee or sub-licensee of Buyer or Seller, as
           applicable. Buyer and Seller each hereby acknowledge and agree that
           Buyer and Seller, respectively, has not relied on any representations
           or warranties other than those expressly set forth in this Agreement.

--------------------------------------------------------------------------------
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<PAGE>   21


  12.06    Export - Buyer shall not export any Product or technical data
           received from Seller pursuant to this Agreement, or release any such
           Product or technical data with the knowledge or intent that such
           Product or technical data will be exported or transmitted to any
           country or to foreign nationals of any country, except in accordance
           with applicable laws or regulations concerning the exporting of such
           items arising in the 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
           Products or components thereof outside of Canada or the United States
           may be subject to the specific approval of the applicable Product
           suppliers and other suppliers. All such approvals, if applicable,
           shall be conditions precedent to any of the obligations of Seller
           hereunder respecting such Product or components thereof.

  12.07    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.

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

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

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

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

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

--------------------------------------------------------------------------------
  Triton Network Systems, Inc.           Confidential                      21
  Supply Agreement No. ____________      December 21, 1999                 G2.0
<PAGE>   22




12.13  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, (iii) telecopy
       or (iv) 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, or in the case of a telecopy, the
       appropriate answerback, 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.

12.14  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.

12.15  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.

12.16  SEVERABILITY - If any of the provisions of this Agreement shall be
       declared or determined to be invalid or unenforceable under applicable
       law and a Party deems such provisions to be material, that Party may
       terminate this Agreement upon written notice to the other Party.
       Otherwise such invalidity in whole or in part, of any 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.

12.17  THIRD PARTY 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.

12.18  INSPECTION - During the Term of this Agreement, Buyer has the right to
       inspect the Seller's factory as often as Buyer deems necessary to ensure
       quality assurance; provided that Buyer gives Seller reasonable written
       notice of such inspection; and provided further that such inspections do
       not unreasonably adversely affect the Seller's day-to-day activities at
       the factory.




                                                                              22
<PAGE>   23



12.19  CUSTOMER FEATURE REQUESTS - Seller shall use its commercially reasonable
       efforts to complete and deliver to Buyer the agreed upon Customer Feature
       Requests set forth in the "IFU Software & IFU Management Software Plan"
       and the "IFU Hardware Plan" attached as Exhibit 8 hereto in accordance
       with such plans.

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.

<TABLE>
<S>                                               <C>
TRITON NETWORK SYSTEMS INC.                       ADVANCED RADIO TELECOM CORP.


Signed:  /s/ H.W. Speaks, Jr.                     Signed:  /s/ Robert S. McCambridge
       -------------------------------                   -------------------------------

Name:    H.W. Speaks, Jr.                         Name:    Robert S. McCambridge
       -------------------------------                   -------------------------------


Title:   President                                Title:   President
       -------------------------------                   -------------------------------


Date:    12-22-99                                 Date:    12-22-99
       -------------------------------                   -------------------------------

</TABLE>

Address for Notice:

<TABLE>
<S>                                               <C>
Triton:                                           ART:

Triton Network Systems Inc.                       Advanced Radio Telecom Corp.
8529 SouthPark Circle                             500 - 108th Avenue NE, Suite 2600
Orlando, FL 32819                                 Bellevue, Washington 98004
Attention: CFO                                    Attention: President
Telecopier No.: 407.903.2233                      Telecopier No.: 425.990.1642
</TABLE>

With a copy to:

<TABLE>
<S>                                               <C>
Holland & Knight LLP                              Advanced Radio Telecom Corp.
220 So. Orange Ave., Suite 2600                   500 - 108th Avenue NE, Suite 2600
Orlando, FL 32801                                 Bellevue, Washington 98004
Attention: Louis Conti                            Attention: General Counsel
Telecopier No.: 407.244.5288                      Telecopier No.: 425.990.1642

</TABLE>






                                                                              23
<PAGE>   24







                                   Exhibit 1
<PAGE>   25




Exhibit 1.  AFFILIATES


Seller Affiliate A


Seller Affiliate B


Seller Affiliate C


Seller Affiliate D




Buyer Affiliate A


Buyer Affiliate B


Buyer Affiliate C


Buyer Affiliate D









                                                                              24
<PAGE>   26





                                   Exhibit 2
<PAGE>   27





Exhibit 2.  PRODUCT AND PRICING


2.01  EQUIPMENT


PRODUCTS:      All current and future 38GHz products offered by Triton


PRICE:

          o    Pricing is per RPS.

          o    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 RPS for first 1,000. After the first 1,000, ART price
               per RPS will be no higher than the following:


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
                    ARTICLE I.      PURCHASE PRICE TABLE FOR RPS
------------------------------------------------------------------------------------
<S>             <C>              <C>            <C>          <C>           <C>
RPS Units          1             1,020          2,041        3,061         4,081
Ordered            to              to             to           to            to
                 1,020           2,040          3,060        4,080         5,200
====================================================================================
Hardware
Discount %         [*]             [*]            [*]          [*]           [*]
From List
------------------------------------------------------------------------------------
Unit Price         [*]             [*]            [*]          [*]           [*]
------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
                    ARTICLE II.      PURCHASE PRICE TABLE FOR RPS
------------------------------------------------------------------------------------
<S>             <C>              <C>            <C>          <C>
RPS Units        5,201           6,321          7,440       Greater
Ordered            to              to             to         than
                 6,320           7,440          8,560        8,560
====================================================================================
Hardware
Discount %         [*]             [*]            [*]          [*]
From List
------------------------------------------------------------------------------------
Unit Price         [*]             [*]            [*]          [*]
------------------------------------------------------------------------------------
</TABLE>


[*] Confidential Treatment Requested






                                                                              25
<PAGE>   28





     o    [*]



















[*] Confidential Treatment Requested





                                                                              26
<PAGE>   29




2.02  DOCUMENTATION

All Documentation shall be available electronically at no charge to Buyer.



















                                                                              27
<PAGE>   30



2.03      ANNUAL SUPPORT FEE FOR SOFTWARE AND TECHNICAL ASSISTANCE CENTER


Annual Support Fee

     o    On or before January 31, 2000, Buyer shall notify Seller of the total
          number of IFUs Buyer has installed in its network as of December 31,
          1999. Seller shall invoice Buyer an Annual Support Fee equal to [*]
          for each IFU installed by Buyer as of December 31, 1999 to cover the
          Annual Support Fee for calendar year 2000.

     o    On or before January 31, 2001, Buyer shall notify Seller of the total
          number of IFUs Buyer has installed in its network as of December 31,
          2000. Seller shall invoice Buyer an Annual Support Fee equal to [*]
          for each IFU installed by Buyer as of December 31, 2000, including
          those installed in prior years, to cover the Annual Support Fee for
          calendar year 2001.

     o    On or before January 31, 2002, Buyer shall notify Seller of the total
          number of IFUs Buyer has installed in its network as of December 31,
          2001. Seller shall invoice Buyer an Annual Support Fee equal to [*]
          for each IFU installed by Buyer as of December 31, 2001, including
          those installed in prior years, to cover the Annual Support Fee for
          calendar year 2002.

     o    On or before January 31 of each year following 2002, Buyer shall
          notify Seller of the total number of IFUs Buyer has installed in its
          network as of December 31 of the immediately preceding year. Seller
          shall invoice Buyer an Annual Support Fee equal to [*] for each IFU
          installed by Buyer as of December 31 of such immediately preceding
          year, including those installed in all prior years, to cover the
          Annual Support Fee for such year.

     o    If the Annual Support Fee is not paid, Seller will not be required to
          provide any new Software Releases to Buyer until such time as Buyer
          pays the overdue Annual Support Fee.

[*] Confidential Treatment Requested









                                                                              28
<PAGE>   31



2.04      EQUIPMENT WARRANTY -- TRITON SUPPLIED EQUIPMENT

     (a)  STANDARD WARRANTY

          o    The Warranties relating to Products 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






                                                                              29
<PAGE>   32



2.05      TECHNICAL ASSISTANCE CENTER (TAC) SERVICE LEVEL AGREEMENT

TAC Services are available for all Products. Without limiting Seller's
obligations as otherwise set forth herein, Seller shall provide TAC Services
during the Term in support of the then-current Software Release and at least the
two (2) immediately preceding Major Software Releases.

     (c)  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: [*].

     (d)  SILVER LEVEL TAC SERVICES

          o    Additional charge based on quantity of RPSs purchased.

          o    Dedicated TAC telephone line.

          o    Dedicated TAC personnel during 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 one (1) hour
               response time.

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

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


     (e)  GOLD LEVEL TAC SERVICES

          o    Additional charge based on quality of RPSs purchased.

          o    Dedicated TAC telephone line.

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

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

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

          o    Per hour service charge of telephone and administrative time to
               manage RPS

[*] Confidential Treatment Requested



                                                                              30

<PAGE>   33



and Third Party out of warranty Equipment: [*].




























[*] Confidential Treatment Requested



                                                                              31
<PAGE>   34



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    Two Network Management, two Installations and one Engineering
               classes are to be provided at no charge with commitment to an
               initial order.

          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.




                                                                              32

<PAGE>   35




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

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

          o    Customer Premise Training

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

               o    Shipment of any training material and Equipment.

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

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













                                                                              33
<PAGE>   36







                                   Exhibit 3
<PAGE>   37





EXHIBIT 3.  RETURN MATERIALS AUTHORIZATION

[LOGO]
TRITON(TM)
Network Systems, Inc.


Customer Return Material Authorization Procedures

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

BEFORE OBTAINING AN RMA (CUSTOMER RESPONSIBILITY)

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

OBTAINING AN RMA

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

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

PACKAGING AND RETURN PROCEDURES

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

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

                                                                              34


<PAGE>   38




WHERE TO SEND RMA PRODUCT

RMA product should be sent to the following address:

          Triton Network Systems
          8337 SouthPark Circle
          Attn.: Kevin Haney, Depot Manager
          Orlando, FL 32819
          407.903.2254

REPAIR TIME

IFUs will be repaired in 30 days or less on a "same for same" basis, identical
serial number IFUs will be returned. If the Equipment that is returned to
Triton Network Systems is determined by Triton Network Systems to be beyond
repair or is outside the warranty period, Triton Network Systems shall notify
Customer and if Customer decides to purchase Equipment to replace the defective
IFU, Customer shall issue a Purchase Order and Triton Network Systems shall
sell Customer replacement Equipment at the lesser of the most recent Agreement
price between the Parties for such Equipment, or the then current price for
such Equipment.

IMPROPERLY RETURNED PRODUCT

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











                                                                              35
<PAGE>   39





                                   Exhibit 4
<PAGE>   40





Exhibit 4.     TERRITORIES


United States.

Canada.


























                                                                              36
<PAGE>   41





                                   Exhibit 5
<PAGE>   42





Exhibit 5.     YEAR 2000 (Y2K) COMPLIANCE

Seller warrants, with respect to Products, that Seller has undertaken all
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 that during the 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, (i)
Buyer may cancel its Initial Purchase Commitment and shall have no obligations
to pay any Initial Purchase Cancellation Fee or otherwise, and (ii) such
failure shall be deemed to be a breach by Seller of the warranties set forth in
Article 8 of this Agreement and Buyer shall be entitled to the remedies set
forth in Article 8 of this Agreement. Any modification to Products not performed
by Seller, other than with respect to Modifiable Software, shall void this
warranty only to the extent such modification causes the Product to fail to
function as set forth in this Exhibit 5.











                                                                              37
<PAGE>   43







                                   Exhibit 6
<PAGE>   44





Exhibit 6.     PRODUCT SPECIFICATIONS
































                                                                              38
<PAGE>   45
                                 [TRITON LOGO]


                           TNS-38 100 Mbps Invisible
                          Fiber(TM) Internet: Product
                                 Specification




                    Document Number:    SY-SPE-23-fe
                    Version & Revision: 1.0.27.3
                    Release Status:     DRAFT
                    Security Level:     TNS and Customer Under Non-Disclosure
                    Audience:           TNS and Customer Under Non-Disclosure
                    Authors:            Engineering, Product Management
                    Date:               21-December-1999
                    Distribution:       TNS and Customer Under Non-Disclosure


<TABLE>
<S>                                      <C>

---------------------------------------  ---------------------------------------
PRODUCT MANAGEMENT: Dave Harlow          MARKETING: Doug Campbell

---------------------------------------  ---------------------------------------
ENGINEERING: Mike Clark                  SALES: Doug Campbell

---------------------------------------  ---------------------------------------
SYSTEMS: Peter Chow                      OPERATIONS: Al Samball

---------------------------------------  ---------------------------------------
HARDWARE: Roger Babb                     FINANCE: Ken Vine

---------------------------------------  ---------------------------------------
SOFTWARE: Chris Matthies                 MANUFACTURING: Bob Daly

---------------------------------------  ---------------------------------------
TEST AND INTEGRATION: Al Morone          QUALITY: Dave Verrelli


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


---------------------------------------  ---------------------------------------
</TABLE>



<PAGE>   46

<TABLE>
<S>                 <C>                                   <C>                  <C>
TNS-38 100 Mbps Invisible Fiber(TM) Internet: Product Specification            21-Dec-1999
Security Level:     TNS and ART Under Non-Disclosure      Document Number:     SY-SPE-23-fe
Audience:           TNS and ART Under Non-Disclosure      Revision:            1.0.27.3
Authors:            Engineering, Product Management       Release Status:      Approved
</TABLE>


                               Change History

<TABLE>
<CAPTION>
Date            Updated by          Change Description                              Revision
<S>             <C>                 <C>                                             <C>
31-AUG-99       Engineering,        Initial document draft                             1.0.22
                Product
                Management

10-NOV-99       Engineering,        Updated based on Release 1.                        1.0.27
                Product
                Management

07-DEC-99       Engineering,        Updated.                                         1.0.27.1
                Product
                Management

16-DEC-99       Product             Updated 2.2.17.1, 2.2.27, and 6.1.4.1            1.0.27.2
                Management

21-DEC-99       Product             Updated 2.3.1.2, 2.3.1.5.2, and 4.3.1.2.1        1.0.27.3
                Management
</TABLE>


                                  Page 2 of 2
<PAGE>   47

<TABLE>
<S>                 <C>                                   <C>                  <C>
TNS-38 100 Mbps Invisible Fiber(TM) Internet: Product Specification            21-Dec-1999
Security Level:     TNS and ART Under Non-Disclosure      Document Number:     SY-SPE-23-fe
Audience:           TNS and ART Under Non-Disclosure      Revision:            1.0.27.3
Authors:            Engineering, Product Management       Release Status:      Approved
</TABLE>



                              TABLE OF CONTENTS

<TABLE>
<S>                                                                            <C>
1.  Introduction .............................................................. 4

    1.1  Purpose .............................................................. 4

    1.2  Scope ................................................................ 4

    1.3  References ........................................................... 4

2.  System Requirements ....................................................... 5
</TABLE>


















                                  Page 3 of 3
<PAGE>   48

<TABLE>
<S>                 <C>                                   <C>                  <C>
TNS-38 100 Mbps Invisible Fiber(TM) Internet: Product Specification            21-Dec-1999
Security Level:     TNS and ART Under Non-Disclosure      Document Number:     SY-SPE-23-fe
Audience:           TNS and ART Under Non-Disclosure      Revision:            1.0.27.3
Authors:            Engineering, Product Management       Release Status:      Approved
</TABLE>


1    INTRODUCTION

1.1   PURPOSE

This document contains Triton Network Systems, Inc. TNS-38 100 Mbps Internet
IFU Product Specification.

1.2   SCOPE

This document is a complete customer Product Specification for the TNS-38 100
Mbps Internet IFU product.

1.3   REFERENCES

None




























                                  Page 4 of 4

<PAGE>   49

<TABLE>
<S>                 <C>                                   <C>                  <C>
TNS-38 100 Mbps Invisible Fiber(TM) Internet: Product Specification            21-Dec-1999
Security Level:     TNS and ART Under Non-Disclosure      Document Number:     SY-SPE-23-fe
Audience:           TNS and ART Under Non-Disclosure      Revision:            1.0.27.3
Authors:            Engineering, Product Management       Release Status:      Approved
</TABLE>

2 SYSTEM REQUIREMENTS

<TABLE>
<CAPTION>
Req. No.          Specification                                Description
<S>               <C>                                          <C>
2. IFU System Performance, Environmental, and Regulatory

2.1               Network Topology                             IFUs can be deployed in Linear (backhaul) networks and
                                                               Consecutive Point Ring networks

2.2               Performance

2.2.1              Data Rate

2.2.1.1             FE                                         100 Mbps full duplex

2.2.2              OAM&P communication channel                 A separate 3 Mbps radio overhead channel

2.2.3             Frequency

2.2.3.1            Frequency (Band A)                          38.6 to  39.3 GHz (700 MHz)

2.2.3.2            Frequency (Band B)                          39.3 to  40.0 GHz (700 MHz)

2.2.4             Tx Polarization                              The IFU that transmits in the A Band (38.6 to 39.3 GHz) will
                                                               be transmitting on the HORIZONTAL plane. The IFU that
                                                               transmits in the B Band (39.3 to 40.0 GHz) will be
                                                               transmitting on the VERTICAL plane.

2.2.5             Short-Term Tx Frequency Accuracy             +/-1 ppm first year

2.2.6             Long-term Tx Frequency Stability             +/-5 ppm over 15 years (in compliance with FCC Part
                                                               101.107)

2.2.7             Full Duplex Channels                         14 (programmable)

2.2.8             Tx/Rx Offset                                 700 MHz

2.2.9             Tuning Range                                 Channels 1-7, 8-14

2.2.10            Channel Bandwidth                            50 MHz (in compliance with FCC Part 101, 109)

2.2.11            Modulation

2.2.11.1           FE                                          8 PSK

2.2.12            BER (faded)                                  10(-12) or better

2.2.13            Maximum BER                                  Radio Link remains in operation up to a BER of 10(-12)

2.2.14            System Availability                          System Availability of 99.9999% for a ring configuration

2.2.15            Antenna gain                                 [*] dBi nominal, [*] dBi minimum

2.2.16            Receiver sensitivity @ BER of 10(-12)

2.2.16.1           FE                                          [*] dBm typical, [*] dBm minimum

2.2.17            Transmit Power

2.2.17.1           FE                                          [*] dBm to [*] dBm typical, [*] dBm to [*] dBm minimum

2.2.18            System Gain

2.2.18.1           FE                                          [*] dB typical
</TABLE>

[*] Confidential Treatment Requested

                                  Page 5 of 5
<PAGE>   50

<TABLE>
<S>                 <C>                                   <C>                  <C>
TNS-38 100 Mbps Invisible Fiber(TM) Internet: Product Specification            21-Dec-1999
Security Level:     TNS and ART Under Non-Disclosure      Document Number:     SY-SPE-23-fe
Audience:           TNS and ART Under Non-Disclosure      Revision:            1.0.27.3
Authors:            Engineering, Product Management       Release Status:      Approved
</TABLE>

<TABLE>
<CAPTION>
REQ. NO.       SPECIFICATION                                DESCRIPTION
<S>            <C>                                          <C>
2. IFU SYSTEM PERFORMANCE, ENVIRONMENTAL, AND REGULATORY (CONTINUED)

2.2.19         RF Link System Gain (including Tx/Rx
               Antennas)

2.2.19.1         FE                                         >= 177 dB typical

2.2.20         Tx Dynamic Range                             Up to 50 dB

2.2.21         Receiver Overload                            [*] dBm

2.2.22         Noise Figure                                 [*] dB typical, [*] dB maximum

2.2.23         Forward Error Correction                     Reed Solomon and Trellis Code Modulation (concatenated)

2.2.24         Adaptive Tx Power Control (AdTPC)            Closed loop AdTPC up to 50 dB in typically 0.5 dB steps, and always
                                                            less than [*] step increments. With rate of change of up to
                                                            [*].

2.2.25         Radio link recovery time after propagation   Less than [*] ms
               interruption

2.2.26         Co-channel single entry C/I (causing 1 dB    (C/I = Carrier to Interference Ratio) 20 dB below carrier typical
               degradation)                                 and [*] dB maximum for 10e-12 BER performance.

2.2.27         Adjacent single entry C/I (causing 1 dB      (C/I = Carrier to Interference Ratio) -15 dB typical and [*] dB
               degradation)                                 maximum for 10e-12 BER performance.

2.2.28         MTBF (Mean Time Between Failure)             Meets or exceeds [*] hours as defined by Telcordia TR-332, Issue 5.
                                                            The MTBF would apply to any component that could interfere with the
                                                            radio link and/or SNMP processing or communication.

2.2.29         MTTR (Mean Time To Replace)                  MTTR is the time interval to replace a failed IFU assuming the IFU
                                                            has been configured. MTTR <= 15 minutes.

2.2.30         Link Latency

2.2.30.1         FE                                         < [*], across an IFU link. The delay does not contemplate the latency
                                                            due to additional network elements.

2.3            Environmental

2.3.1            Operating Conditions

2.3.1.1             Temperature (ambient)                   -27 (degrees)F to +131 (degrees)F (-33 (degrees)C to +55 (degrees)C)

2.3.1.2             Humidity                                Up to 100% condensing (not submerged)

2.3.1.3             Altitude                                -450 ft to 16,000 ft (-135 m to 4,650 m)

2.3.1.4             Wind Loading

2.3.1.4.1             Operational                           Designed to operate up to 90 mph (145 kph)

2.3.1.4.2             Survival                              Designed to survive up to 125 mph (200 kph)

2.3.1.5             Maximum deflection angle                0.1 degree in 70 mph (110 kph) wind.

2.3.5          Storage

2.3.5.1          Temp                                       -40 (degrees)F to -158 (degrees)F (-40 (degrees)C to +70 (degrees)C)

2.3.5.2          Humidity                                   Up to 95% non-condensing

2.4            Regulatory

2.4.1            FCC/IC                                     Parts 15B, 101/RSS-191

2.4.2            UL/CSA                                     50, 1950 / C22,2 # 94-M91, C22-24
</TABLE>


[*] Confidential Treatment Requested



                                  Page 6 of 6
<PAGE>   51

<TABLE>
<S>                 <C>                                   <C>                  <C>
TNS-38 100 Mbps Invisible Fiber(TM) Internet: Product Specification            21-Dec-1999
Security Level:     TNS and ART Under Non-Disclosure      Document Number:     SY-SPE-23-fe
Audience:           TNS and ART Under Non-Disclosure      Revision:            1.0.27.3
Authors:            Engineering, Product Management       Release Status:      Approved
</TABLE>

<TABLE>
<CAPTION>
Reg. No.       Specification                                     Description
<S>            <C>                                               <C>
3. IFU Physical Characteristics

3.1            MECHANICAL

3.1.1            IFU Packaging                                   Integrated Out Door Unit only

3.1.2            Weight (without bracket)                        < [*] lbs.

3.1.3            Dimensions                                      16' H X 16" W X 14.5" D (40cm M x 40cm W x 36cm D)

3.1.4            Mounting                                        Pole (4.5" O.D.) or wall mountable using mounting bracket.

3.1.4.1            Bracket Weight                                < 18 lbs.

3.1.4.2            Radio rotation                                +/- 60" in azimuth

                                                                 (+/- 90" in azimuth with extension option)

                                                                 +/- 30" in elevation

3.1.4.3            Horizontal Alignment Resolution               +/- 0.45" (nominal)

                                                                 +/- 0.8" (90 mph / 145 kph wind)

3.1.4.4            Includes a secured locking mechanism          Yes.

3.1.5            Shock/Vibration                                 Designed to comply with ETS 300 019-1-4, Class 4, 1E.

3.1.6            Appearance                                      Default color is off-white. Customer paintable.

3.1.7            Enclosure                                       NEMA 4X

3.1.8            Flammability                                    Comply with UL 94V0 flammability requirements.

3.1.9            Safety                                          Includes electrical, optical, and RF hazard labels.

3.2            CONNECTORS

3.2.1            Fiber Optic Connector                           8-fiber, sealed screw-on connector.

3.2.1.1            FE                                            The Fiber Optic Connector supports the following signals:
                                                                 two 100BaseFX and two 10BaseFL.

3.2.2            Power Connector                                 4-pin, sealed screw-on connector. Conforms to MIL-C-38999.

                                                                 Two pairs of -48 V DC signals for power and ground to the
                                                                 electronic components of the IFU.

3.2.3            General Purpose Input (GPI) / Test              19-pin, sealed screw-on connector. Conforms to MIL-C-38999.
                 Connector

                                                                 This connector supports the following signals: two GP
                                                                 inputs, and with a test cable the connector supports one
                                                                 10BaseT, one RS-232, and one RSSI.

3.3            CABLING

3.3.1            Fiber Optic Connector Connector

3.3.1.1            FE                                            Cable bundle consists of 4 multi-mode (for OAM&P and
                                                                 Inter-IFU connection) and 4 multi-mode (for payload and
                                                                 add/drop cables) fibers. All fibers use SC connectors.

3.3.2            Power Connector Cable                           Two pairs of -48 VDC signals.

3.3.3            General Purpose Input (GPI) Cable               Cable bundle consists of 2 pair of external alarm input
                                                                 conductors.
</TABLE>


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<PAGE>   52

<TABLE>
<S>                 <C>                                   <C>                  <C>
TNS-38 100 Mbps Invisible Fiber(TM) Internet: Product Specification            21-Dec-1999
Security Level:     TNS and ART Under Non-Disclosure      Document Number:     SY-SPE-23-fe
Audience:           TNS and ART Under Non-Disclosure      Revision:            1.0.27.3
Authors:            Engineering, Product Management       Release Status:      Approved
</TABLE>

<TABLE>
<CAPTION>
REG. NO.       SPECIFICATION                                     DESCRIPTION
<S>            <C>                                               <C>
3. IFU PHYSICAL CHARACTERISTICS (CONTINUED)

3.3.4          Test Cable                                        Cable bundle that consists of the following cables and
                                                                 connectors:

                                                                 Local Ethernet. Using RJ45 male connector.

                                                                 RSSI. Using BNC male connector.

                                                                 RS-232: Using female DB-9 connector.

4. IFU EXTERNAL INTERFACES

4.1            Power Interface

4.1.1          Signals                                           Two pairs of -48 V DC signals for power and ground to the
                                                                 electronic components of the IFU.

4.1.2          Voltage                                           -28 to -56 VDC

4.1.3          Power Consumption                                 [*] Watts at 68 F (20 C) degrees: [*] Watts Maximum

4.1.4          Current Rating                                    [*] Amps

4.2            Air Interface

4.2.1          RF Characteristics                                (Refer to Section 2 above)

4.2.2          Antenna

4.2.2.1        Minimum Gain                                      Compliant with CFR 47, Part 101.115 +38 dBi minimum.

4.2.2.2        Polarization                                      Dual Feed, Dual Linear.

4.2.2.2        Polarization (Continued)                          A unit - Tx horizontal, Rx vertical

                                                                 B unit - Tx vertical, Rx horizontal

4.2.2.3        Radiation Suppression                             Compliant with CFR 47, Part 101.115

4.2.3          Modulation

4.2.3.1        Fast Ethernet

4.2.3.1.1      Modulation                                        8 PSK

4.3            Customer Data Interface

4.3.1          Fast Ethernet Interface

4.3.1.1        Application                                       Designed for interconnecting Ethernet data networks such
                                                                 as Ethernet-based TCP/IP networks or SPX/IPX networks.
                                                                 These signals are used for connecting to the customer's
                                                                 100BaseFX Ethernet equipment at network termination
                                                                 points. They also can be used for interconnecting IFUs in a
                                                                 back-to-back configuration.

4.3.1.2        Physical Interface

4.3.1.2.1      100BaseFX Payload Port                            100BaseFX fiber, 1310 nm multimode

                                                                 100BaseFX Ethernet interface used to receive and transmit
                                                                 user payload data. (ON/OFF build configurable)

4.3.1.2.2      100BaseFX Add/Drop Port                           100BaseFX fiber, 1310 nm multimode

                                                                 100BaseFX Ethernet interface used as an add/drop point to
                                                                 receive and transmit user payload data.
</TABLE>


[*] Confidential Treatment Requested


                                  Page 8 of 8
<PAGE>   53

<TABLE>
<S>                 <C>                                   <C>                  <C>
TNS-38 100 Mbps Invisible Fiber(TM) Internet: Product Specification            21-Dec-1999
Security Level:     TNS and ART Under Non-Disclosure      Document Number:     SY-SPE-23-fe
Audience:           TNS and ART Under Non-Disclosure      Revision:            1.0.27.3
Authors:            Engineering, Product Management       Release Status:      Approved
</TABLE>


<TABLE>
<CAPTION>
REQ. NO       SPECIFICATION                    DESCRIPTION
<S>     <C>                    <C>              <C>
4. IFU EXTERNAL INTERFACES (CONTINUED)

4.3.2   Data Rate                               100 Mbps, full duplex

4.3.3   Protocol                                Complies with IEEE 802.3u (Fast Ethernet) and Ethernet v2
                                                standards.

4.4     OAM&P Interface

4.4.1   OAM&P Port                              10BaseFL fiber, 850 nm multimode

                                                10BaseFL optical Ethernet management port is intended to
                                                connect to a remote network management system.

4.4.2   Inter-IFU Port                          10BaseFL fiber, 850 nm multimode

                                                10BaseFL optical Ethernet management port intended to
                                                transport IFU OAM&P traffic between two IFUs connected in
                                                a back-to-back configuration.

4.4.3   Local Management Port                   10BaseT Ethernet port provides an interface to a locally
                                                connected IFU Link Manager workstation.

4.4.4   RSSI Port                               Provides a direct feed of the received RSSI signal from the
                                                IFU's internal modem. The signal consists of a voltage
                                                output which can be measured with a voltmeter to determine
                                                the relative strength of the received radio signal (+/- 50mV
                                                /dB)

4.4.5   Transmitter on Indicator                Light visible from outside the enclosure is illuminated when
                                                transmitter power is on. Compliant with CFR 47,
                                                Part 101.131

4.4.6   Local RS-232                            The IFU's IP Address and the subnet mask are output on
                                                the RS-232 serial port once per minute.

4.5     GENERAL PURPOSE INPUT INTERFACE

4.5.1   Input signals                           There are two GP input ports. Each port consists of a cable
                                                pair supporting two signals, one for power and one for
                                                ground.

4.5.2   Threshold                               If the difference between power and ground decreases to
                                                less than 1 volt, then an alarm condition is raised. If the
                                                difference between power and ground increases to greater
                                                than 7 volts, then the alarm condition is cleared.

4.5.3   Application                             Each of the two GP inputs can be connected to customer-
                                                provided external equipment that causes the IFU to report
                                                an alarm when voltage drops below the threshold. For
                                                example, a power failure could trigger this alarm.
5. IFU HARDWARE FEATURES

5.1     CPU                                     MBX 860 card from Motorola

5.1.1   Clock Speed                             [*] MHz

5.1.2   Memory                                  [*] M DRAM, [*] M Flash

5.2     Power Supply

5.2.1   Voltage                                 -28 to -56 VDC
</TABLE>


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                                  Page 9 of 9
<PAGE>   54

<TABLE>
<S>                 <C>                                   <C>                  <C>
TNS-38 100 Mbps Invisible Fiber(TM) Internet: Product Specification            21-Dec-1999
Security Level:     TNS and ART Under Non-Disclosure      Document Number:     SY-SPE-23-fe
Audience:           TNS and ART Under Non-Disclosure      Revision:            1.0.27.3
Authors:            Engineering, Product Management       Release Status:      Approved
</TABLE>

<TABLE>
<CAPTION>
Req. No.          Specification                                Description
5. IFU Hardware Features (Continued)
<S>               <C>                                          <C>
5.3               NIC

5.3.1              FE                                          Two 100BaseFX ports

                                                               [*] switch

5.3.2              OAM&P ports                                 [*] 10BaseFL ports and [*] 10BaseT port linked by a HUB

5.4               Antenna

5.4.1              Size                                        13.5" (33 cm) diameter

5.4.2              Gain                                        [*] dBi nominal, [*] dBi minimum

5.4.3              Main-lobe beamwidth                         [*]

5.4.4              Sidelobes                                   FCC Part 101.115 Category A compliant.

5.5               RF Filter

5.5.1              Low A band                                  channel 1-7 in band A

5.5.2              High A band                                 channel 8-14 in band A

5.5.3              Low B band                                  channel 1-7 in band B

5.5.4              High B band                                 channel 8-14 in band B

5.6               Modem

5.6.1              Modulation

5.6.1.1            FE                                         8 PSK

5.7               Transmitter

5.7.1              Output frequency range                      38.6 GHz to 40.0 GHz

5.7.2              Output power                                (Refer to the Section 2.3.17.1 for Tx power)

5.8               Receiver

5.8.1              Input frequency range                       38.6 GHz to 40.0 GHz

5.8.2              Input Receiver Overload                     [*] dBm

5.9               Reference Oscillator

5.9.1              Frequency                                   50 MHz

6. Network Management

6.1               IFU Link Manager                             The IFU Link Manager (IFU-LM) is an IFU link management
                                                               tool developed by TNS. IFU-LM is written in Java(TM) and can
                                                               be run on a wide variety of platforms. The IFU-LM
                                                               communicates with the IFU locally or remotely over TCP/IP.

                                                               The following section highlights the many features that IFU-
                                                               LM offers.

These features are available to customer who logs in using password for Access Level 1.
Not all features listed are available for user of Access Level 2 and 3 (see section 6.1.3).
</TABLE>


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                                 Page 10 of 10
<PAGE>   55

<TABLE>
<S>                 <C>                                   <C>                  <C>
TNS-38 100 Mbps Invisible Fiber(TM) Internet: Product Specification            21-Dec-1999
Security Level:     TNS and ART Under Non-Disclosure      Document Number:     SY-SPE-23-fe
Audience:           TNS and ART Under Non-Disclosure      Revision:            1.0.27.3
Authors:            Engineering, Product Management       Release Status:      Approved
</TABLE>


<TABLE>
<CAPTION>
Req. No.    Specification                  Description
<S>        <C>                            <C>

6. Network Management (Continued)

6.1.1      Network Tree View              Displays network containment hierarchy in tree structure where branches are clusters
                                          of IFU and leaves are IFUs.

                                          IFU Clusters and IFUs are represented by corresponding hard-coded icon graphics.

                                          Allows user to add and delete IFUs (leaves) and clusters (branches) as needed to
                                          reflect the network topology.

6.1.2      Network Monitoring Feature     Provides continuous monitoring of the IFUs in a network without logging-in to each IFU.

                                          User can launch multiple Network Monitor windows. Each window monitors multiple IFU links
                                          (partitioned by IP Address filtering).

                                          Each Network Monitor window consists of multiple rows where each row displays the status
                                          of the 2 IFUs that form an RF link.

                                          The Information display per IFU consists of: IP Address, alarm status, RSSI, SQM, and
                                          reporting statistics (total number of IFUs being monitored, number of IFUs with active
                                          alarm, number of IFUs that are Not Reporting).

                                          The operator can program the system to automatically send email to a programmable valid
                                          destination to report the status of an IFU when its status changes to Not Reporting or
                                          Alarmed.

6.1.3      Security Management Features   Access to each IFU is restricted to authorized users only. Each authorized user is given
                                          an IFU login ID and password enabling him/her to perform the management tasks according to
                                          the security access level.

                                          Users log in to an IFU using their assigned User Login ID and Password.

                                          There are 3 Security Access levels:

                                          Level 1: Full READ-WRITE access plus User/Password Administration and Network
                                          Administration.

                                          Level 2: Full READ-WRITE access. No User/Password Administration and Network
                                          Administration privileges.

                                          Level 3: READ-only. No user/password administration.

                                          Each IFU includes [*] editable User Login IDs and passwords for the [*] Security Access
                                          levels.

                                          Level 1 user can perform Login ID/Password administration for the corresponding IFU.

                                          Displays warning message if SW version mismatched between IFU-LM and the IFU which the
                                          user tries to login to.

                                          Controls access to certain management functions based on user's login security level.

                                          User can display all users currently logged on to the IFU.

                                          User can view a log of the [*] user login sessions.
</TABLE>

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                                 Page 11 of 11
<PAGE>   56
<TABLE>
<S>                 <C>                                   <C>                  <C>
TNS-38 100 Mbps Invisible Fiber(TM) Internet: Product Specification            21-Dec-1999
Security Level:     TNS and ART Under Non-Disclosure      Document Number:     SY-SPE-23-fe
Audience:           TNS and ART Under Non-Disclosure      Revision:            1.0.27.3
Authors:            Engineering, Product Management       Release Status:      Approved
</TABLE>

<TABLE>
<CAPTION>
Req. No.        Specification                               Description
<S>             <C>                                         <C>
6. Network Management (Continued)

6.1.4           Configuration Management Features           Allows users to read or change the IFU configuration
                                                            attributes based on their access privilege.

                                                            Some of the attributes are strictly READ-ONLY while others
                                                            can be changed by users with WRITE privilege.

                                                            Examples of the read-only attributes are IFU Serial Number,
                                                            IFU Product Type, SW Version, etc.

                                                            Examples of the attributes that can be read and changed
                                                            are Channel Number, IFU's and EMS' IP addresses, Rain
                                                            Region, SNMP Community String, etc.

6.1.4.1        The following configuration                  Site Name/ID
               management parameters can be read
               and changed:

                                                            Near-end (this) IFU's IP Address

                                                            Far-end IFU's IP Address

                                                            Network Mask

                                                            NTP Server IP Address

                                                            Gateway IP Address

                                                            EMS 1 IP Address

                                                            EMS 2 IP Address

                                                            Grade of Service

                                                            Tx/Rx Carrier Frequency

                                                            Rain Model (User selectable Rain Statistics - Rain
                                                            Attenuation Algorithm pair from the following choices:
                                                            Crane-Crane, Crane-ITU, ITU-ITU)

                                                            Rain Region (User selectable Rain based on whether Crane
                                                            or ITU Rain Model is chosen. Available Rain Region
                                                            choices for the Crane Model are: A, B1, B2, C, D1, D2, D3,
                                                            E, F, G, H: available Rain Region choices for the ITU Rain
                                                            Model are: A, B, C, D, E, F, H, K, M, N, P)

                                                            Near-end IFU's Latitude and Longitude

                                                            Far-end IFU's Latitude and Longitude

                                                            Link Distance (If both Link Distance and Near-end/Far-end
                                                            Lat/Long were entered, the value of Link Distance
                                                            supersedes the values of Near-end/Far-end Lat/Long.)

                                                            Installation Date

                                                            In-Service Date

                                                            SNMP Trap Community Name

6.1.4.2        The following configuration                  IFU Serial Number
               management parameters are read-only:

                                                            IFU Part Number

                                                            NIC Type (IFU Product Type: OC-3 or FE)

                                                            Link Type (A/B unit)
</TABLE>

                                 Page 12 of 12
<PAGE>   57

<TABLE>
<S>                 <C>                                   <C>                  <C>
TNS-38 100 Mbps Invisible Fiber(TM) Internet: Product Specification            21-Dec-1999
Security Level:     TNS and ART Under Non-Disclosure      Document Number:     SY-SPE-23-fe
Audience:           TNS and ART Under Non-Disclosure      Revision:            1.0.27.3
Authors:            Engineering, Product Management       Release Status:      Approved
</TABLE>


<TABLE>
<CAPTION>
Req. No.   Specification                                   Description
<S>        <C>                                             <S>
6. Network Management (Continued)

6.1.4.2    The following configuration management          Antenna Orientation (Horizontal/Vertical)
           parameters are read-only (Continued):

                                                           OS Software Version

                                                           Application Software Version

                                                           Link Budget (for OC-3 or FE depending on
                                                           the IFU Product Type)

                                                           Modem Hardware Version

                                                           Modem Software Version

                                                           Last Configuration Change Date/Time

6.1.4.3    IP Address & Subnet Mask Broadcast              The IFU's IP Address and the subnet mask
           (Configuration Management)                      are output on the RS-232 serial port [*].

                                                           This capability enables the craftsperson with
                                                           serial connectivity to an IFU to safely
                                                           obtain its IP address to be used to connect
                                                           to it via IFU-LM.

6.1.5      Fault Management Features                       Viewing of the IFU's active alarms (time-
                                                           stamped) stored on the individual IFU.

                                                           Allows user to lag a note with each alarm
                                                           type.

                                                           Viewing of the Alarm History Log [*] events
                                                           (time-stamped) stored on the individual IFU
                                                           (an event is either an alarm set or alarm clear).

                                                           Mask/Unmask of all alarms.

                                                           Displays the Modem Lock status.

                                                           Configuration of the SET/CLEAR threshold
                                                           values for certain Threshold Crossing Alarm
                                                           (TCA) parameters.

6.1.5.1    The following TCA parameters                    RSSI
           can be configured:

                                                           SQM

                                                           IFU Internal Temperature

6.1.5.2    The following alarms can be generated           Payload Offline
           when corresponding fault of threshold-
           crossing conditions occur. When
           conditions no longer exist, the
           corresponding alarm-clear is generated.

                                                           Exciter Unlock

                                                           Modem Unlock

                                                           Power Supply Failure for Tx

                                                           Power Supply Failure On Unswitched Rail

                                                           Tx Failure

                                                           SONET Clock LOL from RF

                                                           RSSI Too Low
</TABLE>

[*] Confidential Treatment Requested

                                 Page 13 of 13
<PAGE>   58

<TABLE>
<S>                 <C>                                   <C>                  <C>
TNS-38 100 Mbps Invisible Fiber(TM) Internet: Product Specification            21-Dec-1999
Security Level:     TNS and ART Under Non-Disclosure      Document Number:     SY-SPE-23-fe
Audience:           TNS and ART Under Non-Disclosure      Revision:            1.0.27.3
Authors:            Engineering, Product Management       Release Status:      Approved
</TABLE>

<TABLE>
<CAPTION>
Req. No.        Specification                                      Description
<S>            <C>                                                 <C>
6. Network Management (Continued)

6.1.5.2        (Continued)                                         SQM Too Low
                                                                   SONET LOS from Fiber
                                                                   Internal Communication Failure
                                                                   Power Supply Failure On +12v Rail
                                                                   Power Supply Failure On -48v Rail
                                                                   IF Tuning Failure
                                                                   Tx ID Mismatched
                                                                   External Alarm Input #1 Active
                                                                   External Alarm Input #2 Active
                                                                   Power Management Timeout
                                                                   Internal Temperature Too High
                                                                   Internal Temperature Too Low
                                                                   Carrier Frequency Offset Error
                                                                   Tx Power At Max

6.1.6          Performance Management Features

6.1.6.1          PM parameters that can be displayed
                 via IFU-LM:

                   RF Parameters                                   RSSI (or RSL)
                                                                   SQM
                                                                   BER
                                                                   Transmit Power Out
                   Environmental:                                  IFU Internal Temperature
                   Ethernet Parameters:                            [*]

</TABLE>

[*] Confidential Treatment Requested













                                 Page 14 of 14
<PAGE>   59
<TABLE>
<S>                 <C>                                   <C>                  <C>
TNS-38 100 Mbps Invisible Fiber(TM) Internet: Product Specification            21-Dec-1999
Security Level:     TNS and ART Under Non-Disclosure      Document Number:     SY-SPE-23-fe
Audience:           TNS and ART Under Non-Disclosure      Revision:            1.0.27.3
Authors:            Engineering, Product Management       Release Status:      Approved
</TABLE>


<TABLE>
<CAPTION>
Req. No.          Specification                                Description
<S>               <C>                                          <C>
6. Network Management (Continued)

6.1.6.1           (Continued)                                  [*]

6.1.6.2           PM graphs that can be viewed:                Several types of PM data can be viewed graphically over a
                                                               given time period:

                                                                 SQM plot

                                                                 Modem power plot

                                                                 Reed Solomon modem block error plot

                                                                 Modem lock status in discrete values. 0=unlocked
                                                                 1=locked.

                                                                 IFU internal temperature plot

                                                                 Tx Power Plot

6.1.7             Tx Power ON/OFF                              Allows user to turn ON or OFF the power supply to the
                                                               Transmitter and displays status.

6.1.9             Adaptive Tx Power Control (AdTPC)            Allows user to [*].

                                                               Automatic hop distance calculation.

                                                               Adaptive Tx Power Control to maintain RSSI at pre-set level
                                                               under varying channel conditions.

6.1.10            Manual System Reboot                         Allows manual system reboot

6.1.11            Manual Modem Reboot                          Allows manual reboot at the Modem.

6.2               IFU Link Manager Command-Line                Allows IFU-LM to be launched via command-line with an
                  Arguments                                    optional argument for either an IP address or host name
                                                               (DNS). This allows HP OpenView(TM) Network Node Manager
                                                               to launch IFU-LM within its environment (either from a menu or by
                                                               clicking on an IFU icon).

6.3               SNMP Agent

6.3.1             SNMP Version                                 Embedded SNMP Agent [*].

6.3.2             SNMP NMS Compatibility                       The SNMP Agent is compatible with HP Openview(TM)
                                                               [*].

6.3.3             SNMP 'Lite' Agent Solution                   Supports only the Fault Management function. All other
                                                               management functions are performed through IFU-LM. The
                                                               SNMP agent maps alarms generated by the IFU Alarm
                                                               Manager into SNMP Traps and sends them to the EMS/NMS.

6.3.3.1           Generic Traps Supported                      coldStart, warmStart

6.3.3.2           TNS Enterprise-Specific Traps                Please refer to the MIB Specification for Traps that can be
                                                               reported.

6.3.3.3           Number of Trap Destinations                  2 (EMS1 and EMS2 attribute a configurable via IFU-LM)
</TABLE>

[*] Confidential Treatment Requested

                                 Page 15 of 15



<PAGE>   60

<TABLE>
<S>                 <C>                                   <C>                  <C>
TNS-38 100 Mbps Invisible Fiber(TM) Internet: Product Specification            21-Dec-1999
Security Level:     TNS and ART Under Non-Disclosure      Document Number:     SY-SPE-23-fe
Audience:           TNS and ART Under Non-Disclosure      Revision:            1.0.27.3
Authors:            Engineering, Product Management       Release Status:      Approved
</TABLE>


<TABLE>
<CAPTION>
Req No.           Specification                                           Description
<S>               <C>                                                     <C>
6. Network Management (Continued)

6.3.3.4             Traps Enable/Disable                                  Via IFU-LM Alarm Mask/Unmask feature.

6.4               TNS Enterprise MIB for TNS-38 OC-3/FE
                  IFU

6.4.1               TNS Private Enterprise Number                         4216

6.4.2               Compatibility                                         RFC 1155, RFC 1157, RFC 1212, RFC 1215, X. 208/X.680

6.4.3               HPOV NNM Compatibility                                Compilable and loadable onto HPOV NNM 6.0.
</TABLE>



                                 Page 16 of 16



<PAGE>   61
                                   EXHIBIT 7
<PAGE>   62
EXHIBIT 7. FORM OF PURCHASE ORDER







<PAGE>   63
<TABLE>
<S>               <C>                        <C>                        <C>               <C>      <C>      <C>      <C>
                                                                           This Purchase Order is subject to Supply Agreement
       ART (LOGO)                                                          dated 31 Dec 1999 between Advanced Radio Telecom
Advanced Radio Telecom(TM)                                                 Corp. and Triton Network Systems Inc.

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

                                                      PHASE ORDER                                  500 - 108th Avenue NE, Suite 2600
                                                    Number: POXXXX                                 Bellevue, Washington 98004
                                                                                                   Office: (425) 688-8700
                                Please Quote Phase Order Number on all correspondence.             Facsimile: (425) 688-0703
                                                                                                   Toll-Free: (800) 580-0278
                                         Date   12/17/1999         Page:   1                       Website: http://www.art-net.net

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

Order From:       Triton Network Systems, Inc.                          Deliver to:       Advanced Radio Telecom
                  8529 South Park Circle                                                  Distribution Center
                  4th Floor                                                               23215 66th Ave. S.
                  Orlando   FL   32819                                                    Kent,   WA   98032

Contact:          Kelly Summers                                         Contact:
Phone:            (407) 903-0900 Ext. 0000                              Ship Via:         USF               FOB:
FAX:              (407) 903-0997 Ext. 0000                              Terms:            Net 30

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

1        Your Item Number           ART Reference                       Qty      UOM               Unit Cost         Extension
                              Item Description                      Date Req'd

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

1        TNS-38-ETP-FE-200          IFU                                  4.00    Each                  [*]               [*]
         IFU Including Mounting Brackets & Software                   3/1/2000













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

Authorized Signature                                           Date
                     ---------------------------------------        ------------------


                                                                                                         Subtotal:               [*]
                                                                                                          Freight:             $0.00
                                                                                                       Tax amount:             $0.00
                                                                                                      Total Value:               [*]
</TABLE>

[*] Confidential Treatment Requested

<PAGE>   64



                                  EXHIBIT 8











<PAGE>   65

Exhibit 8. CUSTOMER FEATURE REQUESTS





























<PAGE>   66
                                                                      EXHIBIT 8a


[TRITON LOGO]


IFU HARDWARE PLAN

SHORT HAUL RADIO for TNS-38-ETP-FE PRODUCTS:


REQUIREMENT:
ART believes that at least [*] of their [*] will be at distances
that are shorter than the distance needed for the IFU to maintain a receive
signal level of [*]. The impact of not being able to transmit at a level
below our current typical minimum level of [*] means that the IFU is
operating at a level beyond what is required to maintain the link at a BER
>10(-12) on short links [*].

PLAN:
Using a phased approach, Triton Network Systems, Inc. will provide enhancements
to the 100 Mbps Internet IFU by Q2, 2000, which will enable the IFU to operate
at a minimum transmit level of [*] that will allow the receive signal level
to be maintained at [*] at a minimum link distance of [*]. Phase II
will provide the ability to reduce the transmit power even further by [*],
to a minimum transmit level of [*] that will allow the receive signal level
to be maintained at [*] at a minimum link distance of [*].


ANTENNA PATTERNS IN A DIGITIZED FORMAT for TNS-38-ETP-FE PRODUCTS:

REQUIREMENT:
ART has requested digitized antenna patterns with a minimum granularity shown
in the table below for at least one antenna for each of the antenna positions
in both the elevation and azimuth directions (VV, HH, VH, and HV):

<TABLE>
<CAPTION>
     ANGLE FROM BEAM CENTER IN DEGREES       MEASUREMENT GRANULARITY
     ---------------------------------       -----------------------
     <S>                                     <C>
                      < 5                           0.1 degree
                  5 to 10                           0.5 degree
                 10 to 25                           1.0 degree
                 25 to 90                           3.0 degree
                90 to 180                          10.0 degree
</TABLE>

PLAN:
Triton Network Systems, Inc. commits to provide the requested antenna patterns
in the granularity proposed. Expected completion date is April 3, 1999.


[*] Confidential Treatment Requested

                                  Page 1 of 1


<PAGE>   67
                                                                      EXHIBIT 8a

The table below lists all RF ART Customer Feature Requests and a plan for
resolution. Items identified as resolved on the chart below are changes or
features that will appear in release [*]. Delivery of Release [*]
is expected by [*]. Delivery of [*] is expected by the end of the
[*]. Items that are identified on the chart below as closed
are changes or features that will appear in release 1.0 or 1.1. Delivery of
Release 1.0 is expected by January 3, 2000. Delivery of 1.1 is expected by
January 31, 2000.

<TABLE>
<CAPTION>
ART
CFR#              DESCRIPTION                                  STATUS            RELEASE           COMMENTS
----              -----------                                  ------            -------           --------
<S>               <C>                                          <C>               <C>               <C>
5                 Support for modem loopback test              [*]                                 [*]
                  mode functionality

11                Display transmit power monitor in            Resolved          1.0               Introduced in Release
                  dBm                                                                              1.0.

12                Display received signal level in             Resolved          1.0               Introduced in Release
                  dBm                                                                              1.0.

13                Setting initial transmit power               [*]                                 [*]


14                IFU weight less than 40 lbs.                 [*]                                 Expected weight goal
                                                                                                   of [*]

22                Flexible rain data entry                     [*]                                 [*]


23                Provide link BER test mode based             [*]                                 [*]
                  on [*] data [*]

24                Improve receiver sensitivity @               [*]                                 [*] typical.
                  10e-12-to [*]                                                                    [*] minimum.

25                User control of RSSI thresholds              [*]                                 [*]
                  (see CFR #13)
</TABLE>

[*] Confidential Treatment Requested

                                  Page 2 of 2

<PAGE>   68
                                                                      EXHIBIT 8b

[LOGO] TRITON
       NETWORK SYSTEMS, INC.

IFU Software & IFU Management Software Plan

The table below lists all non-RF ART Customer Feature Requests and a plan for
resolution. As discussed during the Triton/ART conference call on 12/17/99,
Triton will further develop the requirements and review an Alpha design of the
Mass Deployment capabilities with ART to ensure support of ART processes, to
occur no later than January 15/00. The Alpha design will serve as a basis for
developing a mutually agreeable feature rollout schedule. Items identified as
resolved on the chart below are changes or features that will appear in release
2.0, 2.1 or sooner. Delivery of Release 2.0 is expected by March 31, 2000.
Delivery of 2.1 is expected by the end of the second quarter of 2000. Items
that are identified on the chart below as closed are changes or features that
will appear in release 1.0 or 1.1. Delivery of Release 1.0 is expected by
January 3, 2000. Delivery of 1.1 is expected by January 31, 2000.

<TABLE>
<CAPTION>
ART
CFR#                 DESCRIPTION                   STATUS      RELEASE           COMMENTS
----                 -----------                   ------      -------           --------
<S>       <C>                                     <C>          <C>           <C>
 1        Support for Multiple Simultaneous       Resolved       2.0         Resolved when IFU LM
          Users of IFU LM Launched from a                                    moves to web-based
          Single Host                                                        operation.

 2        Support for IFU ASCII                   Resolved       2.0         Introduced in Release
          Configuration File                                                 2.0 and enhanced in
                                                                             Release 2.1.

 3        Support for Ethernet Performance        Closed         1.0         Already available.
          Management                                                         Minor enhancements
                                                                             requested to capture
                                                                             "snapshot" of register
                                                                             values rather than 15
                                                                             minute intervals
                                                                             (available in Release
                                                                             1.1).

 4       Support for Echoing Critical IP          Closed         1.0         Already available.
         Address Data on RS232 port

 6       Support for Software Loading             Resolved       2.0         Introduced in Release
                                                                             2.0 and enhanced for
                                                                             mass deployment in
                                                                             Release 2.1.

 7       [*]                                        [*]                      [*]

 8       Support for Multiple SNMP trap             [*]          2.0         [*]
         destinations

 9       Support for IP address-based             Resolved       2.1         [*]
         Access Lists
</TABLE>

[*] Confidential Treatment Requested

                                  Page 1 of 1
<PAGE>   69
                                                                      EXHIBIT 8b

<TABLE>
<CAPTION>
ART
CFR#     Description                          Status       Release       Comments
----     -----------                          ------       -------       --------
<S>      <C>                                  <C>          <C>           <C>
15       Context Sensitive Help               Resolved     2.0           Will maintain ability for
                                                                         IFU LM Help to run
                                                                         Independently of IFU
                                                                         LM.

16       Timestamps displayed in Local        Resolved     2.0
         Time

17       Link Manager Budget Calculation      Closed       1.1          Clarification provided
         Display                                                        to ART that a Transmit
                                                                        Power reset will occur
                                                                        and the link will be
                                                                        "restarted". Graphic
                                                                        change will occur in
                                                                        Release 1.1 and will
                                                                        include Yes/No option.

18       Remove references to SONET from      Resolved     2.0
         IFU LM when radio is Fast Ethernet

19       Alarm's Masked notification on       Resolved     1.1          Add visual indication
         front Link Manager screen                                      which is set when one
                                                                        or more alarms on the
                                                                        IFU are masked. Also
                                                                        add SNMP trap for
                                                                        same event.

20       Correct GPI alarm text so spacing    Closed       1.0          Text currently runs
         is preserved                                                   together - spaces are
                                                                        lost between words.

21       Prevent Serial Number field from     Closed       1.1
         being "selectable".
</TABLE>


<TABLE>
SOFTWARE RELEASE SCHEDULE
-------------------------
<S>               <C>
Release 1.0       January 3/00
Release 1.1       January 31/00
Release [*]       [*]
Release [*]       [*]
</TABLE>

[*] Confidential Treatment Requested


                                  Page 2 of 2