Exhibit 10.5
                                                                    ------------


10/20/98                                 Lucent Technologies
                                         Bell Labs Innovations

                                                  Lucent Technologies Inc.
                                                  Global Purchasing Organization
                                                  211 Mount Airy Road
                                                  Basking Ridge.  NJ 07920


                                         Agreement No. WR71980036
                                         Sheet 1 of 30

MicroFrame, Inc.
21 Meridian Road.
Edison, NJ 08820

This  Agreement  is made by and between  Lucent  Technologies  Inc.  ("Company")
having an office at 211 Mt. Airy Road,  Basking Ridge,  NJ 07920 and MicroFrame,
Inc.  ("Supplier")  having an office at 21  Meridian  Road,.  Edison,  NJ 08820.
Company  agrees to purchase and Supplier  agrees to sell in accordance  with the
terms  and  conditions  stated in this  Agreement  and any  attachments  to this
Agreement.

WHEREAS. Company wishes to purchase products of Supplier's (design and)
manufacture for resale to Company's customers, and

WHEREAS, Supplier desires to sell such materials to Company for resale to
Company's customers,

THEREFORE,  the parties agree as follows

1.       AGREEMENT EFFECTIVE PERIOD

                  The term of this  Agreement  shall  commence  on,  November 1,
         1998,  and  shall,  except as  otherwise  provided  in this  Agreement,
         continue in effect thereafter until October 31, 2001.

2.       MATERIAL

                  "MATERIAL" as used in this Agreement shall mean Supplier's ASG
         Guard  Electronic  Communication  Equipment  as listed in  Appendix  A,
         attached  and made a part of this  Agreement.  Such  MATERIAL is hereby
         offered  for  sale by  Supplier  and may be  purchased  by  Company  in
         accordance with the terms, conditions and specifications stated in this
         Agreement.  This Agreement is a  non-commitment  Agreement and MATERIAL
         shall   be   furnished   by   Supplier   on   an   as-ordered    basis.
         "Specification(s)"  as used in this  Agreement  shall  mean  all of the
         specifications made part of this Agreement.



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                                                        Agreement No. WR71980036
                                                                   Sheet 2 of 31

3.       OPTION TO EXTEND
                  Company shall have the right to extend the period specified in
         the section  "AGREEMENT  EFFECTIVE PERIOD" for up to twelve (12) months
         by giving  Supplier at least thirty (30)  business  days prior  written
         notice.

                  Within ten (10) business days of the date of Company's  notice
         to extend the period,  Supplier shall notify Company in writing whether
         Supplier  proposes to revise the price(s) under this Agreement.  If the
         parties  fail to agree  on the  revised  price(s)  within  twenty  (20)
         business days after the date of Supplier's notice,  Company's notice of
         extension  shall be  considered  withdrawn  and prices for  outstanding
         orders or orders placed during the term of this Agreement  shall not be
         revised.

4.       PRICE
                  Prices  shall be as shown in  Appendix  A. Prices as listed in
         Appendix A shall remain in effect during the term of this Agreement.

5.       COST REDUCTION
                  Both  parties  shall  endeavor to reduce the costs of products
         furnished under this Agreement.

6.       BEST PRICE
                  If, at any time  during  the term of this  Agreement  Supplier
         sells to any  customer  other than to  affiliates  or  subsidiaries  of
         Supplier,  MATERIAL at least equal or similar quality {and volume} at a
         price lower than that in effect under this Agreement, Company shall pay
         the lower price on all deliveries of MATERIAL which are made during the
         period when such lower price is in effect.  Upon ten (10) days  written
         notice,  Company, or Company's  authorized  representatives,  may audit
         Supplier's  applicable  books and records for the purpose of  verifying
         Suppliers compliance with this provision.

7.       TERMS OF PAYMENT
                  Net thirty (30) business days from the date of delivery of the
         MATERIAL to Company or receipt of the  applicable  invoice  therefor by
         Company whichever occurs later.

 8.      FORECAST
                  Company  shall  provide  Supplier  with a  twelve  (12)  month
         non-binding  rolling forecast  submitted to Supplier by the fifth (5th)
         business day of each calendar  month.  Such  forecast  shall be used by
         Supplier  for  planning  purposes  only  and  shall  not  be  deemed  a
         commitment by Company to purchase the MATERIAL shown in the forecast.

9.       FOB



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                                                        Agreement No. WR71980036
                                                                   Sheet 3 of 31

                  The  MATERIAL  shall be shipped FOB  Supplier's  location,  21
         Meridian Road, Edison, N.J. 08820, or such other Supplier's location as
         may  be  designated  by  Supplier.   Supplier  shall  notify  Company's
         transportation  representative on (303) 538-8278 or (303) 538-2907 when
         MATERIAL is ready for  shipment.  Company  shall select the carrier and
         arrange at Company's  expense for the  transportation  of the MATERIAL.
         The 1990 INCOTERM manual shall govern  interpretation of shipment terms
         under this Agreement.

10.      FREIGHT CLASSIFICATION
                  MATERIAL  purchased  under this Agreement  shall be shipped to
         Company or Company's  customers subject to freight charges  appropriate
         for goods classified as Electronic Communications  Equipment.  Supplier
         shall  indicate on the bill of lading  that  Company's  contract  rates
         apply.

11.      NON-EXCLUSIVE MARKET RIGHTS
                  This Agreement  neither grants to Supplier an exclusive  right
         or  privilege  to sell  to  Company  any or all  products  of the  type
         described  in the  MATERIAL  section  which  Company may  require,  nor
         requires the purchase of any MATERIAL or other  products  from Supplier
         by Company.  Therefore,  Company may contract with other  manufacturers
         and suppliers for the procurement of comparable products.  In addition,
         Company  shall,  at its sole  discretion,  decide  the  extent to which
         Company will market advertise,  promote, support or otherwise assist in
         further offerings of the MATERIAL.

                  Purchases  by  Company  under  this  Agreement  shall  neither
         restrict the right of Company to cease  purchasing nor require  Company
         to continue any level of such purchases.

12.      SPECIFICATIONS OR DRAWINGS
                  Supplier's  standard  commercial  Technical  Specification and
         Company's (referred to herein as "Technical MEMORANDUM" dated September
         11, 1998, " or  "Specification")  is included by reference  and further
         described  in  Appendix  B  attached  hereto  and  made a part  of this
         Agreement.

                  In accordance with the notification  requirements  outlined in
         Section "PRODUCT CHANGE  NOTICES",  Supplier shall provide Company with
         at least thirty (30) business  days prior written  notice of any change
         proposed to be made by Supplier in the MATERIAL  furnished  pursuant to
         said Technical Specification under this Agreement.

                  If  Company,  in its sole  discretion,  does not  agree to the
         change  proposed by Supplier,  then in addition to all other rights and
         remedies  at law or equity or  otherwise,  and  without  any cost to or
         liability or  obligation  of Company,  Company  shall have the right to
         terminate  this  Agreement and to terminate any or all purchase  orders
         for MATERIAL affected by such change.

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                                                        Agreement No. WR71980036
                                                                   Sheet 4 of 31




                  Supplier shall continue to supply MATERIAL to Company pursuant
         to the Technical Specification for the term of the Agreement. If
         Supplier is unable to continue to thus supply or discontinues
         manufacture of MATERIAL, Company shall be entitled to one (1) year's
         advance notice plus a manufacturing license and appropriate
         specifications and drawings to enable Company to manufacture or have
         manufactured the MATERIAL.

13.      ASSIGNMENT
                  Supplier  shall not  assign any right or  interest  under this
         Agreement  (excepting  solely for moneys due or to become due)  without
         the prior written  consent of Company,  which shall not be unreasonably
         withheld.  Supplier  shall  be  responsible  to  Company  for all  Work
         performed by Supplier's subcontractor(s) at any tier.

14.      BANKRUPTCY AND TERMINATION FOR FINANCIAL INSECURITY
                  Either  party  may  terminate  this  Agreement  by  notice  in
writing:

                  (i).   if the other party makes an assignment for the benefit
                  of creditors (other than solely an assignment of monies due);
                  or

                  (ii).  if the other party  evidences an inability to pay debts
                  as they become due unless  adequate  assurance of such ability
                  to pay is provided within thirty (30) days of such notice.

                  If a proceeding is commenced under any provision of the United
         States Bankruptcy Code, voluntary or involuntary,  by or against either
         party, and this Agreement has not been terminated, the non-debtor party
         may file a request  with the  bankruptcy  court to have the court set a
         date  within  sixty (60) days after the  commencement  of the case,  by
         which the debtor  party will assume or reject this  Agreement,  and the
         debtor  party shall  cooperate  and take  whatever  steps  necessary to
         assume or reject the Agreement by such date.

15.      CFC PACKAGING
                  Supplier warrants that all packaging materials furnished under
         this  Agreement and all packaging  associated  with MATERIAL  furnished
         under this  Agreement  were not  manufactured  using and do not contain
         chlorofluorocarbons.  "Packaging"  means  all  bags,  wrapping,  boxes,
         cartons and any other packing  materials used for  packaging.  Supplier
         shall  indemnify and hold Company  harmless for any liability,  fine or
         penalty  incurred by Company to any third party or governmental  agency
         arising out of Company's good faith reliance upon said warranty.

16.      CHOICE OF LAW
                  This Agreement and all transactions under it shall be governed
         by the laws of the  State of New  Jersey  excluding  its  choice of law
         rules and excluding the Convention for the


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                                                        Agreement No. WR71980036
                                                                   Sheet 5 of 31

         International Sale of Goods. Supplier agrees to submit to the
         jurisdiction of any court wherein an action is commenced against
         Company based on a claim for which Supplier has agreed to indemnify
         Company under this Agreement.

17.      COMPLIANCE WITH LAWS
                  Supplier and all persons furnished by Supplier shall comply at
         their own expense with all applicable laws, ordinances, regulations and
         codes,   including  the  identification  and  procurement  of  required
         permits,  certificates,  licenses, insurance, approvals and inspections
         in performance under this Agreement.

18.      CONTINUING AVAILABILITY
                  Supplier  shall offer for sale to Company,  during the term of
         this  Agreement  and for at least one (1) year after the  expiration of
         this Agreement, MATERIAL conforming to the Technical Specifications and
         other  Specifications  set forth in this  Agreement.  Supplier  further
         shall offer for sale to Company,  during the term of this Agreement and
         until  five  (5)  years  after  the   expiration  of  this   Agreement,
         maintenance,   replacement,   and  repair  parts  ("Parts")  which  are
         functionally  equivalent and identical in form and fit for the MATERIAL
         covered by this  Agreement.  The price for the MATERIAL and Parts shall
         be the price set forth in Suppliers then current Agreement with Company
         for said MATERIAL or Parts or, if no such Agreement  exists, at a price
         agreed upon by Company and Supplier.  If the parties fail to agree on a
         price,  the  price  shall be a  reasonably  competitive  price for said
         MATERIAL  or Parts at the time for  delivery.  The  MATERIAL  and Parts
         shall be  warranted  as set  forth in the  "WARRANTY"  section  of this
         Agreement. The term "Parts" is included in the term "MATERIAL."

19.      DEFAULT
                  If Supplier shall be in breach or default of any of the terms,
         conditions or covenants of this Agreement or of any purchase order, and
         if such breach or default shall  continue for a period of ten (10) days
         after the  giving of written  notice to  Supplier  thereof by  Company,
         then,  in addition to all other rights and remedies  which  Company may
         have at law or equity or  otherwise,  Company  shall  have the right to
         cancel this  Agreement  and/or any  purchase  orders  placed by Company
         without any charge to or obligation or liability of Company.

20.      ELECTRONIC DATA INTERCHANGE
                  Supplier  agrees,  if  requested  by  Company,   to  implement
         Electronic Data Interchange (EDI) ordering and payment  arrangements as
         an electronic  means of trading  business  document  with Company.  The
         electronic business documents include purchase orders, acknowledgments,
         purchase  order changes,  ship notices,  invoices,  remittance  advice,
         electronic  funds transfer (EFT) or such purchasing  communications  as
         may be  requested  by Company  for  transaction  under this  Agreement.
         Supplier shall at its sole expense,  obtain, make fully operational and
         maintain  all  equipment,  software  and other  materials  set forth in

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                                                        Agreement No. WR71980036
                                                                   Sheet 6 of 31

         Company's EDI Planning Guide. Supplier shall also execute an Electronic
         Purchasing  Agreement  with  Company at the time of  execution  of this
         Agreement.

21.      EPIDEMIC CONDITION
                  If  during  the  term of this  Agreement  and for one (1) year
         after the last shipment date of MATERIAL under this  Agreement  Company
         notifies   Supplier  that  MATERIAL  shows  evidence  of  an  "Epidemic
         Condition," Supplier shall prepare and propose a Corrective Action Plan
         ("CAP") with respect to such  MATERIAL  within five (5) working days of
         such notification,  addressing  implementation and procedure milestones
         for  remedying  such  Epidemic  Condition(s).   An  extension  of  this
         time-frame is permissible upon mutual written agreement of the parties.

                  Upon  notification  of the  Epidemic  Condition  to  Supplier,
         Company  shall have the right to postpone all or part of the  shipments
         of unshipped MATERIAL, by giving written notice of such postponement to
         Supplier,   pending   correction  of  the  Epidemic   Condition.   Such
         postponement  shall  temporarily   relieve  Supplier  of  its  shipment
         liability  and Company of its  shipment  acceptance  liability.  Should
         Supplier not agree to the existence of an Epidemic  Condition or should
         Company  not agree to the CAP,  then  Company  shall  have the right to
         suspend  all or part  of its  unshipped  orders  without  liability  to
         Company until such time as a mutually acceptable solution is reached.

                  An Epidemic  Condition will be considered to exist when one or
         more of the following conditions occur:

                  (1)  Failure  reports  or  statistical   samplings  show  that
         MATERIAL  shipped  contain a potential  safety hazard (such as personal
         injury or death, fire, explosion, toxic emissions,  etc.), or exhibit a
         highly objectionable  symptom (such as emissions of smoke, loud noises,
         deformation of housing) or other disconcerting symptoms of this type.

                  (2)  Reliability  plots of  relevant  data  indicate  that the
         MATERIAL has actual Mean Time Between  Failures (MTBF) of less than 80%
         of  the  MTBF  stipulated  in the  Technical  Specification.  The  MTBF
         parameter  of  MATERIAL is defined as the total  operating  or power-on
         time of any population under  observation  ("T"), in hours,  divided by
         the total number of critical  failures ("n") that have occurred  during
         the  observed  period.  A  critical  failure is defined as a failure to
         operate per the requirements of the Technical Specification.  The total
         operating  time of a population is the  summation of operating  time of
         individual units in that  population.  MTBF is expressed as MTBF = T/n.
         An Epidemic  Condition  shall exist when data derived from  populations
         being tracked confirms the condition with 80% confidence.  (3) MATERIAL
         Dead on Arrival  (DOA)  failures  exceed the  Epidemic DOA failure rate
         which  is  defined  as 1.2 x DOA  specified  in  the  section  of  this
         Agreement entitled PRODUCT CONFORMANCE REVIEW.

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                                                        Agreement No. WR71980036
                                                                   Sheet 7 of 31

                  Only major functional and visual/mechanical/appearance defects
         are considered for determining  Epidemic  Condition.  MATERIAL could be
         either  sampled  or,  a  Company's  option,  100%  audited  at  Company
         warehouses, factories or Company's customers' locations. If MATERIAL is
         sampled, the data must have 80% or better statistical confidence.

                  For the  purpose of this  Agreement,  functional  DOA shall be
         defined as any MATERIAL that during the test,  installation or upon its
         first   use   fails   to   operate   as    expected    or    specified.
         Visual/mechanical/appearance  DOA is defined as any MATERIAL containing
         one or more major defects that would make the MATERIAL unfit for use or
         installation.

                  An  Epidemic  Condition  shall  not  include  failures  due to
         customer misapplication, utilization of parts not approved by supplier,
         or chain  failures  induced  by  internally  or  externally  integrated
         subassemblies.

                  In the event that Supplier develops a remedy for the defect(s)
         that caused the Epidemic  Condition and Company  agrees in writing that
         the remedy is acceptable Supplier shall:

                  (a) Incorporate the remedy in the affected MATERIAL in
         accordance with Company's.

                  (b) Ship all subsequent  MATERIAL  incorporating  the required
         modification  correcting  the  defect(s)  at no  additional  charge  to
         Company; and

                  (c) Repair  and/or  replace  MATERIAL that caused the Epidemic
         Condition.  In the event that  Company  incurs costs due to such repair
         and/or  replacement,  including  but not limited to labor and  shipping
         costs,  Supplier shall reimburse Company for such costs. Supplier shall
         bear  risk of in  transit  loss and  damage  for such  repaired  and/or
         replaced MATERIAL.

                  Supplier and Company shall mutually agree in writing as to the
         remedy's implementation  schedule.  Supplier shall use its best efforts
         to implement the remedy in accordance with the agreed-upon schedule.

                  If Supplier is unable to develop a mutually  agreeable remedy,
         or does not  adequately  take into  account the  business  interests of
         Company,  as reasonably agreed by the parties,  Company may (i) develop
         and implement such remedy and, in such case,  implementation  costs and
         risk of in-  transit  loss and damage  shall be  allocated  between the
         parties as set forth in this  section,  and/or  (ii)  cancel  postponed
         orders  without  liability  and return all  MATERIAL  affected  by such
         Epidemic  Condition for full refund,  payable by Supplier within thirty
         (30)

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                                                        Agreement No. WR71980036
                                                                   Sheet 8 of 31

         business days after  receipt of returned  MATERIAL  (with risk of
         loss or  in-transit  damage borne by Supplier)  and/or (iii)  terminate
         this Agreement without further liability.

22.      EXPORT CONTROL
                 Supplier will not use, distribute, transfer or transmit any
         products, software or technical information (even if incorporated into
         other products) provided under this Agreement except in compliance with
         U.S. export laws and regulations (the "Export Laws"). Supplier will
         not, directly or indirectly, export or re-export the following items to
         any country which is in the then current list of prohibited countries
         specified in the applicable Export Laws: (a) software or technical data
         disclosed or provided to Supplier by Company or Company's subsidiaries
         or affiliates; or (b) the direct product of such software or technical
         data. Supplier agrees to promptly inform Company in writing of any
         written authorization issued by the U.S. Department of Commerce office
         of export licensing to export or re-export any such items referenced in
         (a) or (b). The obligations stated above in this clause will survive
         the expiration, cancellation or termination of this Agreement or any
         other related agreement.

23.      FORCE MAJEURE
                  Neither  party  shall  be held  responsible  for any  delay or
         failure in performance of any part of this Agreement to the extent such
         delay or failure is caused by fire, flood, strike, civil, governmental,
         or military  authority,  act of God, or other similar causes beyond its
         control  and  without  the fault or  negligence  of the  delayed or non
         performing party or its subcontractors.

                  Supplier's  liability for loss or damage to Company's MATERIAL
         in  Supplier's  possession  or control  shall not be  modified  by this
         section. When a party's delay or nonperformance  continues for a period
         of at least  fifteen (15) days,  the other party may  terminate,  at no
         charge, this Agreement or an order under the Agreement.

24.      GOVERNMENT CONTRACT PROVISIONS
                  The following provisions regarding equal opportunity,  and all
         applicable laws, rules,  regulations and executive orders  specifically
         related thereto,  including applicable provisions and sections from the
         Federal   Acquisition   Regulation  and  all  supplements  thereto  are
         incorporated  in this Agreement as they apply to work  performed  under
         specific U.S. Government  contracts:  41 CFR 60-1.4, Equal Opportunity;
         41 CFR 60-1.7,  Reports and Other  Required  Information 41 CFR 60-1.8,
         Segregated Facilities; 41 CFR 60-250.4, Affirmative Action For Disabled
         Veterans and Veterans of the Vietnam Era (if in excess of $10,000); and
         41 CFR 60-741.4,  Affirmative Action for Disabled Workers (if in excess
         of $2,500),  wherein the terms "contractor" and  "subcontractor"  shall
         mean  "Supplier".  In  addition,  orders  placed  under this  Agreement
         containing  a notation  that the  material or services are intended for
         use  under  Government   contracts  shall  be  subject  to  such  other

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                                                        Agreement No. WR71980036
                                                                   Sheet 9 of 31

         Government  provisions  printed,  typed or written  thereon,  or on the
         reverse side thereof, or in attachments thereto.

25.      HEAVY METALS IN PACKAGING
                 Supplier warrants to Company that no lead, cadmium, mercury or
         hexavalent chromium have been intentionally added to any packaging or
         packaging component (as defined under applicable laws) to be provided
         to Company under this Agreement and that packaging materials were not
         manufactured using and do not contain chlorofluorocarbons. Supplier
         further warrants to Company that the sum of the concentration levels of
         lead, cadmium, mercury and hexavalent chromium in the package or
         packaging component provided to Company under this Agreement does not
         exceed 100 parts per million. Upon request, Supplier shall provide to
         Company Certificates of Compliance certifying that the packaging and/or
         packaging components provided under this Agreement are in compliance
         with the requirements set forth above in this section.

26.      IDENTIFICATION
                  Supplier shall not,  without  Company's prior written consent,
         engage in publicity  related to this  Agreement,  or make public use of
         any  Identification  in any  circumstances  related to this  Agreement.
         "Identification"  means any  semblance  of any trade  name,  trademark,
         service mark,  insignia,  symbol,  logo, or any other  designation,  or
         drawing  of  Company  or  its  affiliates.  Supplier  shall  remove  or
         obliterate  any  Identification  prior to any use or disposition of any
         MATERIAL rejected or not purchased by Company.

27.      IMPLEADER
                  Supplier shall not implead or bring an action against  Company
         based on any claim by any  person  for  personal  injury or death to an
         employee  of  Company  for  which  Company  has  previously  paid or is
         obligated to pay  worker's  compensation  benefits to such  employee or
         claimant and for which such  employee or claimant  could not  otherwise
         bring legal action against Company.

28.      INDEMNITY
                  At Company's request, Supplier agrees to indemnify, defend and
         hold harmless Company, its affiliates, customers, employees, successors
         and assigns (all referred to as "Company") from and against any losses,
         damages,  claims,  fines,  penalties and expenses (including reasonable
         attorney's  fees) that arise out of or result  from:  (i)  injuries  or
         death to persons or damage to  property,  including  theft,  in any way
         arising  out of or caused or alleged to have been caused by the Work or
         services  performed  by, or  material  provided  by Supplier or persons
         furnished by Supplier;  (ii) assertions under Workers'  Compensation or
         similar  acts  made by  persons  furnished  by  Supplier;  or (iii) any
         failure of Supplier to perform its obligations under this Agreement.

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                                                        Agreement No. WR71980036
                                                                  Sheet 10 of 31

29.      INFRINGEMENT
                 Supplier shall indemnify and save harmless Company, its
         affiliates and their customers, officers, directors, employees (all
         referred to in this section as "Company") from and against any losses,
         damages, liabilities, fines, penalties, and expenses (including
         reasonable attorneys' fees) that arise out of or result from any and
         all claims: (i) of infringement of any patent, copyright, trademark or
         trade secret right, or other intellectual property right, private
         right, or any other proprietary or personal interest, and (ii) related
         by circumstances to the existence of this Agreement or performance
         under or in contemplation of it (an Infringement Claim). If the
         Infringement Claim arises solely from Suppliers adherence to Company's
         written instructions regarding services or tangible or intangible goods
         provided by Supplier (items) and if the Items are not (i) commercial
         items available on the open market or the same as such items, or (ii)
         items of Supplier's designated origin, design or selection, Company
         shall indemnify Supplier. Company or Supplier shall defend or settle,
         at its own expense any demand, action or suit on any Infringement Claim
         for which it is indemnitor under the preceding provisions and each
         shall timely notify the other of any assertion against it or any
         Infringement Claim and shall cooperate in good faith with the other to
         facilitate the defense of any such Claim.

30.      INSIGNIA
                  Upon Company's written request, "Insignia",  including certain
         trademarks,  trade  names,  insignia,  symbols,  decorative  designs or
         packaging designs of Company, or evidences of Company's inspection will
         be  properly  affixed by  Supplier  to the  MATERIAL  furnished  or its
         packaging.  Such  Insignia  will  not be  affixed,  used  or  otherwise
         displayed on the MATERIAL furnished or in connection  therewith without
         written approval by Company.  The manner in which such Insignia will be
         affixed  must be  approved  in writing by  Company in  accordance  with
         standards established by Company. Company shall retain all right, title
         and interest in any and all  packaging  designs,  finished  artwork and
         separations  furnished  to  Supplier.  This  section does not reduce or
         modify Suppliers  obligations  under the  "IDENTIFICATION"  and "USE OF
         INFORMATION" section.

31.      INSURANCE
                  Supplier shall maintain and cause Supplier's subcontractors to
         maintain during the term of this Agreement:  (i) Workers'  Compensation
         insurance as  prescribed by the law of the state or nation in which the
         Work is performed;  (ii) employer's  liability insurance with limits of
         at least  $500,000  for each  occurrence;  (iii)  automobile  liability
         insurance if the use of motor  vehicles is required,  with limits of at
         least  $1,000,000  combined single limit for bodily injury and property
         damage for each occurrence;  (iv) Commercial  General Liability ("CGL")
         insurance,  ISO 1988 or later  occurrence  form of insurance  including
         Blanket  Contractual  Liability  and Broad Form Property  Damage,  with
         limits of at least  $1,000,000  combined single limit for bodily injury
         and property damage for each  occurrence;  and (v) if the furnishing to
         Company (by sale or otherwise) of products or material is involved, CGL

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                                                        Agreement No. WR71980036
                                                                  Sheet 11 of 31

         insurance endorsed to include products liability and completed
         operations coverage in the amount of $5,000,000 per occurrence. All CGL
         and automobile liability insurance shall designate Company, its
         affiliates, and its directors, officers and employees (all referred to
         as "Company") as additional insured. All such insurance must be primary
         and non-contributory and required to respond and pay prior to any other
         insurance or self-insurance available. Any other coverage available to
         Company shall apply on an excess basis. Supplier agrees that Supplier,
         Supplier's insurer(s) and anyone claiming by, through, under or in
         Supplier's behalf shall have no claim, right of action or right of
         subrogation against Company and its customers based on any loss or
         liability insured against under the foregoing insurance. Supplier and
         Supplier's subcontractors shall furnish prior to the start of Work,
         certificates or adequate proof of the foregoing insurance, including if
         specifically requested by Company, endorsements and insurance Policies.
         Company shall be notified in writing at least thirty (30) days prior to
         cancellation of or any change in the policy. Insurance companies
         providing coverage under this Agreement must be rated by A-M Best with
         at least an A rating.

32.      INVOICING FOR GOODS
                  Supplier shall: (i) render original  invoice,  or as otherwise
         specified  in this  Agreement,  showing  Agreement  and  order  number,
         through  routing and weight,  (ii) render  separate  invoices  for each
         shipment within  twenty-four (24) hours after shipment,  and (iii) mail
         invoices  with  copies of bills of lading and  shipping  notices to the
         address  shown on this  Agreement  or order.  If  shipping  notices  to
         prepayment of  transportation  charges is  authorized,  Supplier  shall
         include  the  transportation  charges  from  the  F.O.B.  point  to the
         destination  as a separate item on the invoice  stating the name of the
         carrier used.

33.      INVOICING FOR STOCKS
                  If Company  requests for reasons other than covered by Section
         "FORCE MAJEURE",  that shipment be postponed beyond the date shown on a
         purchase  order,  Supplier  may  invoice  Company  as of  the  original
         scheduled delivery date for MATERIAL manufactured under this Agreement,
         if it has been inspected and approved by Company's  designated  quality
         organization  (provided inspection has been specified in this Agreement
         or in an order issued under this Agreement).

34.      JURISDICTION
                  Subject to the section  "MEDIATION",  Supplier agrees that any
         action  or legal  proceeding  arising  out of this  Agreement  shall be
         brought only in a court of competent  jurisdiction in the United States
         of  America  and  Supplier   expressly  submits  to,  and  accepts  the
         jurisdiction  of,  any such  court in  connection  with such  action or
         proceeding  and Supplier  further  consents to the  enforcement  of any
         judgment  against it arising  therefrom in any jurisdiction in which it
         has or shall have any assets.

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                                                        Agreement No. WR71980036
                                                                  Sheet 12 of 31


35.      LICENSES
                  No Licenses, express or implied, under any patents are granted
         by Company to Supplier under this Agreement or order.

36.      MARKING
                  All MATERIA L furnished  under this Agreement  shall be marked
         for  identification  purposes in accordance with the specifications set
         forth in this Agreement and as follows:

                  (a)      with Supplier model/serial number; and

                  (b)      with month and year of manufacture.

                  (c)      with Company's Comcode

                  In addition, Supplier shall add any other identification which
         might be  requested  by  Company  such as but not  limited  to  indicia
         conforming to the Company's  Serialization  Plan (KS-23490) as shown in
         Appendix C. Charges, if any, for such additional identification marking
         shall be as agreed upon by Supplier and Company.  This section does not
         reduce  or modify  Supplier's  obligations  under the  "IDENTIFICATION"
         section.

37.      MEDIATION
                  If a dispute relates to this Agreement, or its breach, and the
         parties  have not been  successful  in resolving  such dispute  through
         negotiation,  the parties shall attempt to resolve the dispute  through
         mediation by submitting the dispute to a sole mediator  selected by the
         parties or, at any time at the option of a party,  to  mediation by the
         American Arbitration Association ("AAA"). Each party shall bear its own
         expenses  and an equal share of the  expenses of the  mediator  and the
         fees of the  AAA.  All  defenses  based  on  passage  of time  shall be
         suspended  pending the  termination of the  mediation.  Nothing in this
         section   shall  be  construed  to  preclude  any  party  from  seeking
         injunctive relief in order to protect its rights pending mediation.

38.      MONTHLY ORDER AND SHIPMENT REPORTS
                  Supplier shall render monthly order and shipment reports on or
         before the fifth working day of the  succeeding  month  containing  the
         information as agreed by Company and Supplier.

39.      NEW AND CHANGED METHODS, PROCESSES AND EQUIPMENT
                  Supplier   shall  keep  abreast  of  major   developments   in
         Supplier's  industry and to promptly advise Company of any developments
         which might affect the production of any MATERIAL under this Agreement.

<PAGE>

                                                        Agreement No. WR71980036
                                                                  Sheet 13 of 31


40.      NON WAIVER
                  The  failure of either  party at any time to enforce any right
         or remedy  available  to it under  this  Agreement  or  otherwise  with
         respect  to any  breach  or  failure  by the other  party  shall not be
         construed  to be a waiver of such right or remedy  with  respect to any
         other breach or failure by the other party.

41.      NOTICES
                  Any  notice  given or  demand  which  under  the terms of this
         Agreement  or  under  any  statute,  must  or may be  given  or made by
         Supplier  or Company  shall be in writing and shall be given or made by
         confirmed  facsimile,  or  similar  communication  or by  certified  or
         registered mail addressed to the respective parties as follows

                  To Company:         Lucent Technologies Inc.
                                      Global Procurement Organization
                                      211 Mt. Airy Road
                                      Room 3W220
                                      Basking Ridge, NJ 07920
                                      Attn.:  Sourcing and Manufacturing Manager

                                      -OR-

         To Supplier:                 MicroFrame, Inc.
                                      21 Meridian Rd.
                                      Edison, NJ 08820

                                      Attn.: Henry Gold

                  Such  notice or demand  shall be deemed to have been  given or
         made when sent by facsimile,  or other communication or when deposited,
         postage prepaid in the U.S. mail. The above addresses may be changed at
         any time by giving prior written notice as above provided.

                  The above addresses may be changed at any time by giving prior
         written notice as above provided.

42.      OPERATING SYSTEM SOFTWARE
                  The term MATERIAL includes any software  (operating program in
         machine  readable  form and related  documentation)  and storage  media
         therefor normally furnished with or embedded in the MATERIAL.  Title to
         the software,  including copyright, shall remain in Supplier. The party
         having title to the MATERIAL  shall have title to the software  storage
         media. For the life of the MATERIAL listed in this Agreement,  Supplier
         grants to Company


<PAGE>

                                                        Agreement No. WR71980036
                                                                  Sheet 14 of 31


         and any subsequent purchaser, lessee or other end user (referred to
         collectively in this section as "end user") a non-exclusive license to
         use said software on the MATERIAL on which it was delivered. Company
         and any subsequent end user may copy the software for use on such
         MATERIAL with which it was originally delivered and for archival
         purposes, but shall not knowingly reproduce either the original
         software for distribution to others. Company and any subsequent end
         user may add to, delete from or modify the software in any manner, but
         no changes, however extensive, shall alter Supplier's title to such
         original software. Title to any such modification or addition to the
         software shall remain in the entity which creates the modification or
         addition.

43.      OZONE DEPLETING CHEMICALS
                  Supplier hereby warrants that it is aware of international
         agreements and pending legislation in several nations, including the
         United States, which would limit, ban and/or tax importation of any
         product containing, or produced using ozone depleting chemicals
         ("ODCs"), including chloroflurocarbons, halons and certain chlorinated
         solvents. Supplier hereby warrants that the MATERIAL furnished to
         Company will conform to all applicable requirements established
         pursuant to such agreements, legislation and regulations, and the
         MATERIAL furnished to Company will be able to be imported and used
         lawfully (and without additional taxes associated with ODCs not
         reported to Company by Supplier as set forth in this section) under all
         such agreements, legislation and requirements. Supplier also warrants
         that it is currently reducing, or if Supplier is not the manufacturer
         of the MATERIAL, is currently causing the manufacturing vendor to
         reduce and will, in an expeditious manner, eliminate, or, as
         applicable, have its manufacturing vendor eliminate the use of ODCs in
         the manufacture of the MATERIAL.

                  If the MATERIAL  furnished by Supplier under this Agreement is
         manufactured outside the United States,  Supplier shall, upon execution
         of this Agreement,  and at any time that new products are added to this
         Agreement  or changes  are made to the  MATERIAL  furnished  under this
         Agreement,  complete,  sign and  return to  Company  the  attached  ODC
         Content Certification.  The ODC Content Certification must be signed by
         Supplier's facility manager, corporate officer or his delegate.

                  The term "ODC content" on the ODC Content  Certification means
         the total pounds of ODC used directly in the  manufacture  of each unit
         of  MATERIAL.  This  includes  all ODCs used in the  manufacturing  and
         assembly  operations  for the MATERIAL plus all ODCs used by Supplier's
         vendors and any other vendors in producing components or other products
         incorporated into the MATERIAL sold to Company.

                  Supplier  is  responsible  to  obtain  information  on the ODC
         content of all components  and other  products  acquired to manufacture
         the MATERIAL and to  incorporate  such  information  into the total ODC
         content reported to Company. Provided however, that

<PAGE>


                                                        Agreement No. WR71980036
                                                                  Sheet 15 of 31

         Supplier should not include in the ODC content those components or
         other products which are manufactured in the United States. Supplier
         hereby warrants to Company that all information furnished by Supplier
         on the ODC Content Certification is complete and accurate and that
         Company may rely on such information for any purpose, including but not
         limited to providing reports to government agencies or otherwise
         complying with applicable laws. Supplier shall defend, indemnify and
         hold Company harmless of and from any claims, demands, suits,
         judgments, liabilities, fines, penalties, costs and expenses (including
         additional ODC taxes as provided for in paragraph one of this section
         and reasonable attorney's fees) which Company may incur under any
         applicable federal, state, or local laws or international agreements,
         and any and all amendments thereto by reason of Company's use of
         reliance on the information furnished to Company by Supplier on the ODC
         Content Certification or by reason of Supplier's breach of this
         section. Supplier shall cooperate with Company in responding to any
         inquiry concerning the use of ODCs to manufacture the MATERIAL or
         components thereof and to execute without additional charge any
         documents reasonably required to certify the absence or quantity of
         ODCs used to manufacture the MATERIAL or components thereof.

44.      OZONE DEPLETING SUBSTANCES LABELING
                  Supplier  warrants and  certifies  that all MATERIAL and other
         products,  including  packaging and packaging  components,  provided to
         Company  under  this  Agreement  have  been  accurately   labeled,   in
         accordance   with  the   requirements  of  40  CFR,  Part  82  entitled
         "Protection of Stratospheric Ozone, Subpart E- The Labeling of Products
         Using Ozone Depleting Substances."

45.      PACKING
                  MATERIAL  purchased,  repaired,  replaced or refurbished under
         this Agreement shall be packed and labeled by Supplier at no additional
         charge in accordance with Packing Specifications PKG-91NJ1045, Issue 6,
         as changed from time to time with Supplier's  written  approval,  which
         Specifications  are  attached.  and  made a part of this  Agreement  as
         Appendix D.

46.      PRODUCT CHANGES
                  Supplier  shall notify  Company in advance,  in writing of any
         change proposed to be made in accordance with this Agreement, or in the
         Specification  and  documentation  covered by this Agreement that would
         impact upon: (i) reliability,  (ii) requirements of the  Specification,
         or (iii) form, fit or function (as defined below).

                  In order for  Company to review  these  proposed  changes,  at
         least thirty (30) business days advance notice will be required  except
         for those cases where an extremely  unsatisfactory  condition  requires
         immediate  action.  In that instance,  verbal  notification  to Company
         shall be used, followed by Supplier's immediate written confirmation.

<PAGE>


                                                        Agreement No. WR71980036
                                                                  Sheet 16 of 31


                  "Form"  shall mean changes in  appearance  visible to the user
         (customer, repair personnel, developer) of the MATERIAL.

                  "Fit" shall mean changes in parts to components that are not
         physically interchangeable.

                  "Function"   shall  mean  changes   that  affect   operational
         characteristics  of the  MATERIAL or require the operator to change the
         method of operation.

                  Supplier  shall  submit a proposal  to  Company,  specifically
         documenting  all cost  factors,  implementation  schedules,  and repair
         changes. The change notice shall be sent to the following address:






                            Lucent Technologies Inc.
                            211 Mt. Airy Road
                            Room 3W220
                            Basking Ridge, NJ 07920

                            Attn: Sourcing & Manufacturing Manager

                  The format of  Suppliers  notification  document  shall be the
         responsibility of Supplier but said notification document shall contain
         at least the following information.

                  1.  Supplier's name.
                  2.  Agreement number.
                  3.  MATERIAL description.
                  4.  Change number.
                  5.  MATERIAL affected.
                  6.  Reason for change.
                  7.  Description of change (including the impact upon: (i)
                      reliability, (ii) requirements of the Specification and
                      (iii) form, fit or function..)
                  8.  Cost impact.
                  9.  Marking method of identifying changed units.
                  10. Documentation
                         a.  Marked up documents  shall be provided until the
                             document or drawing is re-issued.
                         b. Listing of documents  and drawings to be changed.
                         c. Field repair or  modification  kit  documentation
                         (if applicable).
                  11. Unit in  process,  in stock  and  installed  affected  by
                      change.
                  12. Date changes are proposed to be implemented.

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                                                        Agreement No. WR71980036
                                                                  Sheet 17 of 31


                  13. All necessary and relevant temporary changes affected by
                      this notice.
                  14. All necessary and relevant attachments.
                  15. Additional comments.


                  If, as  mutually  agreed by Company and  Supplier,  sufficient
         changes  have been made to  warrant a MATERIAL  re-qualification,  such
         requalification  will  be  performed  at  no  cost  to  Company  unless
         otherwise agreed.

                  MATERIAL  shall be in accordance  with the latest  information
         stated or referenced in the Specification.

                  The quality of MATERIAL used and the method of  manufacturing,
         handling and shipping,  shall be such that the finished  MATERIAL meets
         the properties and requirements  shown in the  Specification and in the
         other sections of this Agreement.

                  If  Company,  in its sole  discretion,  does not  agree to the
         change(s)  proposed by  Supplier,  then in addition to all other rights
         and remedies at law or equity or otherwise,  and without any cost to or
         liability or  obligation  of Company,  Company  shall have the right to
         terminate  this  Agreement  and to  terminate  any or  all  orders  for
         MATERIAL affected by such change.

47.      PRODUCT CONFORMANCE REVIEWS
                  Supplier  shall,  utilizing  documented  procedures  specified
         herein, make such tests and inspections as are necessary to insure that
         MATERIAL   meets   all   technical   requirements   of   the   MATERIAL
         specification.  Supplier shall provide,  without charge, any production
         testing facilities and personnel required to inspect the MATERIAL under
         Quality Program  Specification (QPS) Nos. 40.002 and 40.030, as changed
         from time to time with Supplier's written approval, which specification
         is attached  and made a part of this  Agreement  as Appendix E. Company
         reserves the right to inspect  MATERIAL prior to shipment from Supplier
         or Supplier's  subcontractor(s).  Such inspection shall be conducted by
         Company's    Engineering   and   Environmental    Technologies   (EE&T)
         organization  utilizing a 0.65% Acceptability Level (AQL) sampling plan
         as  described in QPS 40.030.  If MATERIAL  fails  inspection,  Supplier
         agrees to pay for all re-inspection costs.  Inspection requirements may
         be waived only by written  notification from Company's  Engineering and
         Environmental  Technologies (EE&T) organization.  In the event that any
         or all work under this Agreement is subcontracted to another  Supplier,
         Company reserves the right to conduct the aforementioned inspections at
         the subcontractors facilities.

48.      PRODUCT DOCUMENTATION

<PAGE>


                                                        Agreement No. WR71980036
                                                                  Sheet 18 of 31

                  Supplier shall furnish, at no charge,  product  documentation,
         and any  succeeding  changes  thereto,  as described  in the  Technical
         Specification.   Company  may  use,  reproduce,  reformat,  modify  and
         distribute such product documentation.

                  Company shall reproduce  Suppliers  copyright notice contained
         in  any  documentation   reproduced  without  change  by  Company.  For
         documentation  which is  reformatted;  or modified by Company,  Company
         shall have the right to place only  Company's own  copyright  notice on
         the  reformatted  or  modified  documentation.  It is the intent of the
         parties that Company's copyright notice shall be interpreted to protect
         the underlying copyright rights of Supplier to the documentation to the
         extent such underlying rights are owned by Supplier.

49.      PURCHASE ORDERS
                  Purchase  orders issued under this Agreement  shall be sent to
the following address:

                              MicroFrame, Inc.
                              21 Meridian Rd.
                              Edison, NJ 08820

                              Attn: Henry Gold

                  Purchase  orders shall specify:  (i)  description of MATERIAL,
         inclusive of any  numerical/alphabetical  identification  referenced in
         the price list in this Agreement,  (ii) delivery date, (iii) applicable
         price,  (iv)  location  to which the  MATERIAL is to be shipped and (v)
         location to which invoices shall be sent for payment.

50.      REGISTRATION AND RADIATION STANDARDS
                  When  MATERIAL  furnished  under this  Agreement is subject to
         Part  68,  Part  15 or any  other  part  of the  Federal  Communication
         Commission's Rules and Regulations, as may be amended from time to time
         (hereinafter  "FCC  Rules"),   Supplier  warrants  that  such  MATERIAL
         complies with the registration,  certification,  type-acceptance and/or
         verification standards of the FCC Rules including,  but not limited to,
         all labeling, customer instruction requirements, and the suppression of
         radiation to specified levels.  Supplier shall also establish  periodic
         on-going  compliance  retesting and follow a Quality  Control  program,
         submitted by Company, to assure that MATERIAL shipped complies with the
         applicable  FCC  Rules.  Supplier  shall  indemnify  and  save  Company
         harmless  from any  liability,  fines,  penalties,  claims  or  demands
         (including  the  costs,  expenses  and  reasonable  attorney's  fees on
         account  thereof) that may be made because of Supplier's  noncompliance
         with the  applicable  FCC Rules.  Supplier  shall  defend  Company,  at
         Company's request, against such liability, claim or demand.

                  In addition,  should  MATERIAL  which is subject to Part 15 of
         the FCC  Rules,  during  use  generate  harmful  interference  to radio
         communications, Supplier shall provide the

<PAGE>


                                                        Agreement No. WR71980036
                                                                  Sheet 19 of 31


         Company information relating to methods of suppressing such
         interference and pay the cost of suppressing such interference or, at
         the option of Company, accept the return of the MATERIAL and refund to
         Company the price paid for the MATERIAL less a reasonable amount for
         depreciation, if applicable.

                  To the extent that MATERIAL  furnished under this Agreement is
         also  subject  to FCC  Rules  governing  the use of the  MATERIAL  as a
         component in a system, Company shall be responsible for compliance with
         the  applicable  FC Rules  governing the system.  Supplier  shall fully
         cooperate with Company, by providing technical support and information,
         and, upon written request from Company, shall modify MATERIAL to enable
         Company to ensure ongoing compliance with the FCC Rules.  Company shall
         pay any increase in  Suppliers  costs and/or  expenses  resulting  from
         Company's  request to modify  MATERIAL to enable Company to comply with
         the FCC Rules.

                  Nothing  in this  section  shall  be  deemed  to  diminish  or
         otherwise limit Supplier's  obligations under the "WARRANTY" section or
         any other section of this Agreement.

51.      REJECTIONS
                  If Company rejects any or all of the MATERIAL, company may, in
         addition  to all  its  other  rights  and  remedies  at law or  equity,
         exercise one or more of the  following  remedies:  (i) return  rejected
         MATERIAL  for full  credit at the  price  charged  plus  transportation
         charges from Supplier's  plant, and return; or (ii) accept a conforming
         part of any  shipment;  or (iii) have  rejected  MATERIAL  replaced  by
         Supplier at the purchase price stipulated in this Agreement.

52.      RELEASES VOID
                  Neither  party  shall  require  (i) waivers or releases of any
         personal  rights or (ii) execution of documents which conflict with the
         terms of this Agreement,  from employees,  representatives or customers
         of the other in connection with visits to its premises and both parties
         agree that no such releases,  waivers or documents  shall be pleaded by
         them or third persons in any action or proceeding.

53.      REPAIRS NOT COVERED UNDER WARRANTY
                  In addition to repairs provided for in the "WARRANTY"  section
         Supplier  shall provide  repair  service on all MATERIAL  ordered under
         this  Agreement  during the term of this  Agreement  and until five (5)
         years after the expiration of this  Agreement.  MATERIAL to be repaired
         under  this  section  will be  returned  to a  location  designated  by
         Supplier,  and unless  otherwise  agreed upon by Supplier  and Company,
         Supplier   shall   ship  the   repaired   MATERIAL   which   meets  the
         Specifications  set forth in the  "SPECIFICATIONS  OR DRAWINGS" section
         and all other  Specifications  within ten (10) business days of receipt
         of

<PAGE>


                                                        Agreement No. WR71980036
                                                                  Sheet 20 of 31

         the defective or non-conforming MATERIAL. With the concurrence and
         scheduling of Company, repair may be made by Supplier on site.

                  If MATERIAL is returned to Supplier for repair as provided for
         in this section and is determined to be beyond  repair,  Supplier shall
         so notify  Company.  If  requested  by Company,  Supplier  will sell to
         Company a replacement at the price set forth in Supplier's then current
         agreement  with  Company  for said  MATERIAL  or, if no such  agreement
         exists, at a price agreed upon by Supplier and Company.  If the parties
         fail to agree on a price,  the price shall be a reasonably  competitive
         price for such MATERIAL at the time for delivery. Further, if requested
         by Company,  Supplier shall take the necessary  steps to dispose of the
         unrepairable  MATERIAL  and pay to Company the salvage  value,  if any.
         Replacement  and repaired  MATERIAL  shall be warranted as set forth in
         the "WARRANTY" section.

                  This Agreement does not grant Supplier an exclusive  privilege
         to repair any or all of the MATERIAL purchased under this Agreement for
         which Company may require  repair;  and Company may perform the repairs
         or  contract  with others for these  services.  In  addition,  Supplier
         authorizes  Company and any  qualified  repairer  with whom Company may
         contract  to  perform  repairs  on all  MATERIAL  purchased  under this
         Agreement.

                  All  transportation  costs of and in transit  risk of loss and
         damage to MATERIAL  returned to Supplier  for repair under this section
         will be borne by Company and all transportation costs of and in transit
         risk of loss  and  damage  to such  repaired  or  replacement  MATERIAL
         returned to Company will be borne by Company.

                  Price  schedules  for repairs under this section are listed in
         Appendix A.

54.      REPAIR PROCEDURES
                  Company shall furnish the following  information with MATERIAL
         returned  to Supplier  for  repair:  (a)  Company's  name and  complete
         address; (b) name(s) and telephone numbers(s) of Company's  employee(s)
         to contact in case of questions about the MATERIAL to be repaired;  (c)
         ship-to address for return of repaired  MATERIAL if different than (a);
         (d) a complete list of MATERIAL returned;  (e) the nature of the defect
         or failure if known;  and (f)  whether or not  returned  MATERIAL is in
         warranty. Supplier shall, within ten (10) days of the execution of this
         Agreement,  provide a  written  notice to  Company  specifying  (i) the
         name(s) and telephone  number(s) of the  individual(s)  to be contacted
         concerning any questions that may arise concerning  repair, and (ii) if
         required,  any special  packing of MATERIAL which might be necessary to
         provide adequate in-transit protection from transportation damage.

                  MATERIAL repaired by Supplier shall have the repair completion
         date  stenciled  or  otherwise  identified  in a permanent  manner at a
         readily  visible  location on the MATERIAL


<PAGE>


                                                        Agreement No. WR71980036
                                                                  Sheet 21 of 31

         and the repaired MATERIAL shall be returned with a tag or other papers
         describing the repairs which have been made.

                  All invoices  originated by Supplier for repair  services must
         be clearly  identified as such,  and must  contain:  (i) a reference to
         Company's  purchase  order for these repair  services,  (ii) a detailed
         description  of repairs  made by Supplier  and the need  therefor,  and
         (iii) an itemized listing of parts and labor charges,  if any. Replaced
         parts will, upon request, be available for inspection by or returned to
         Company.  Further,  the  provisions of the  "INVOICING"  and "SHIPPING"
         sections, other than provisions relating to transportation charges with
         respect to MATERIAL  repaired under warranty,  shall apply to Suppliers
         return to Company of repaired MATERIAL.

55.      RIGHT OF ENTRY
                  Each party  shall have the right to enter the  premises of the
         other  party  during  standard  business  hours  with  respect  to  the
         performance  of this  Agreement,  including an  inspection or a Quality
         Review,  subject  to  all  plant  rules  and  regulations,  clearances,
         security  regulations  and procedures as  applicable.  Each party shall
         provide safe and proper facilities for such purpose. No charge shall be
         made for such  visits.  It is agreed  that prior  notification  will be
         given when access is required.

56.      SAFETY CERTIFICATION
                  All MATERIAL  purchased under this Agreement shall be designed
         to be in compliance with the applicable Underwriters  Laboratories (UL)
         and Canadian Standards  Association (CSA) rules and regulations.  It is
         agreed  that  Supplier  shall be  responsible  for filing the  required
         documents  to obtain  compliance  with said  Underwriters  Laboratories
         Standards and Canadian  Standards.  Supplier shall be  responsible  for
         making the MATERIAL available for testing.

57.      SECTION HEADINGS
                  The  headings of the sections in this  Agreement  are inserted
         for  convenience  only and are not  intended  to affect the  meaning or
         interpretation of this Agreement.

58.      SERVICES
                  Visits  by  Supplier's   representatives   or  its  suppliers'
         representatives for inspection, adjustment or other similar purposes in
         connection  with MATERIAL  purchased under this Agreement shall for all
         purposes  be deemed  "Work  under  this  Agreement"  and shall be at no
         charge to  Company  unless  otherwise  agreed in  writing  between  the
         parties.

59.      SEVERABILITY
                  If any of the provisions of this Agreement shall be invalid or
         unenforceable,  such invalidity or unenforcability shall not invalidate
         or render  unenforceable  the entire  Agreement,


<PAGE>


                                                        Agreement No. WR71980036
                                                                  Sheet 22 of 31

         but rather the entire Agreement shall be construed as if not containing
         the particular invalid or unenforceable provision or provisions, and
         the rights and obligations of Supplier and Company shall be construed
         and enforced accordingly.

60.      SHIPPING
                  Supplier  shall:   (i)  ship  the  MATERIAL  covered  by  this
         Agreement or order complete unless instructed  otherwise,  (ii) ship to
         the  destination  designated  in the  Agreement  or order,  (iii)  ship
         according  to routing  instructions  given by  Company,  (iv) place the
         Agreement and order number on all subordinate documents,  (v) enclose a
         packing  memorandum  with each shipment and, when more than one package
         is shipped,  identify the package  containing the memorandum;  and (vi)
         mark the order number on all packages  and  shipping  papers.  Adequate
         protective packing shall be furnished at no additional charge. Shipping
         and routing instructions may be furnished or altered by Company without
         a  writing.  If  Supplier  does not  comply  with the  terms of the FOB
         section of the Agreement or order or with Company's shipping or routing
         instructions, Supplier authorizes Company to deduct from any invoice of
         Supplier (or to charge back to Supplier),  any increased  cost incurred
         by Company as a result of Supplier's noncompliance.

61.      SHIPPING INTERVAL

                  The delivery schedule applicable to each purchase order will
         be agreed upon by Supplier and Company and set forth in the purchase
         order. (Note: Supplier has indicated that MATERIAL can usually be
         shipped an average of fifteen (15) business days after receipt of
         Company's purchase order; however, in no event shall the delivery
         interval exceed forty-five (45) business days after receipt of purchase
         order.)

                  If  Supplier  exceeds  the  above  maximum  interval  then  in
         addition  to  all  other  rights  and  remedies  at law  or  equity  or
         otherwise,  and without any liability or obligation of Company, Company
         shall have the right to: (a) cancel such purchase  order, or (b) extend
         such delivery date to a later date,  subject,  however, to the right to
         cancel as in (a)  preceding if delivery is not made or  performance  is
         not  completed on or before such  extended  delivery  date.  If Company
         elects  to  extend  such  delivery  date,  Supplier  shall  absorb  the
         difference  between the charges to ship normal  transportation  and the
         charges to ship premium overnight.

                  If a purchase  order is  canceled  by Company  pursuant to the
         above,  Company  shall  have the right to  retain or return  any or all
         MATERIAL  received by or paid for by Company under such purchase order.
         Within  fifteen (15) business  days of  Supplier's  receipt of returned
         MATERIAL,  Supplier shall  reimburse  Company for the costs of shipping
         the  MATERIAL  returned  to  Supplier  and for any  amounts,  including
         shipping costs,  previously  paid by Company for the MATERIAL.  Company
         shall  pay for any  MATERIAL  if  retains  at the  prices  set forth in
         Appendix  A, less  applicable  discounts  which shall be applied on the
         basis of the quantity specified in the purchase order.


<PAGE>


                                                        Agreement No. WR71980036
                                                                  Sheet 23 of 31

                  If, during the course of this Agreement,  Supplier  determines
         that Supplier will no longer be able to ship within the above interval,
         Supplier  shall  immediately  notify  Company's  buyer to that  effect.
         Supplier  shall  also  notify  Company's  buyer,  as soon as it becomes
         apparent, if Supplier is unable to meet the delivery date for an order.
         However,  nothing  contained in this  paragraph  shall waive  Company's
         rights as set forth above in this section.

62.      STORAGE OF PAID FOR STOCK
                  Subject to the section  "OPERATING SYSTEM  SOFTWARE",  Company
         has and shall have at all times all right,  title and  interest  in all
         MATERIAL invoiced to Company in accordance with the section  "INVOICING
         FOR  STOCKS".  Such  MATERIAL  shall be referred to in this  section as
         "Company  Property." Supplier shall store such Company Property without
         cost to Company at  Supplier's]  21 Meridian  Road,  Edison,  NJ 08820,
         facility  and ship such  Company  Property  as ordered by  Company.  In
         addition, Supplier shall:

                  (i)  Be  responsible   for  the  safekeeping  of  the  Company
         Property,  assume all risks of loss or damage to the same and be liable
         for the full actual value of such Company Property.  In case of removal
         of all or any  part  of the  Company  Property  from  one  building  to
         another,  Supplier's  responsibility  for loss or damage shall continue
         and Supplier  shall give Company at least ten (10) days advance  notice
         in writing of the  removal,  except  when the  removal is  required  to
         comply  with  Company's  shipping  orders  or to  protect  the  Company
         Property from loss or damage.

                  (ii)  Permanently mark or if impracticable to do so then affix
         labeling  stating that the Company  Property is the "PROPERTY OF LUCENT
         TECHNOLOGIES  INC." For  purposes  of this  section,  the term  "LUCENT
         TECHNOLOGIES  INC."  shall be deemed  to mean  Company  or the  Company
         affiliated or associated company which owns the tooling, as applicable.

                  (iii) Store the Company Property safely,  indoors in protected
         areas approved by Company.  Store the Company Property  segregated from
         other  property in  sections of  Supplier's  plant  marked  Property of
         Company.

                  (iv) Deliver the Company Property only to Company or Company's
         designated  customers  in  accordance  with  Company's  orders  or upon
         Company's  demand,  FOB Supplier's plant without  additional charge for
         removal, packing, or crating.

                  (v) Supplier shall not allow any security interest,  lien, tax
         lien or other encumbrance  (collectively  referred to as "encumbrance")
         to be placed on any  Company  Property.  Supplier  shall  give  Company
         immediate  written  notice  should any third party  attempt to place or
         place an encumbrance on such Company Property. Supplier shall indemnify
         and hold Company harmless from any such encumbrance. Supplier shall, at


<PAGE>


                                                        Agreement No. WR71980036
                                                                  Sheet 24 of 31

         Company's  request,  promptly execute a "protective  notice" UCC-1 form
         and all other  documents  reasonably  necessary  to enable  Company  to
         protect its interest in such Company  Property.  This  Agreement  shall
         constitute  the  security   agreement   required  by  the  UCC  of  the
         appropriate state.

                  (vi)  Company may inspect,  inventory,  and  authenticate  the
         account of the Company Property during Suppliers normal business hours.
         Supplier  shall provide  Company  access to the premises where all such
         Company Property is located.

                  The  obligations  assumed  by  Supplier  with  respect  to the
         Company  Property  are for the  protection  of Company's  property.  If
         Supplier  defaults in carrying out  Supplier's  obligations  under this
         Agreement,  then, at no cost to Company and upon twenty-four (24) hours
         notice to  Supplier,  Company may cancel this  Agreement in whole or in
         part or  withdraw  all or any part of the  Company  Property,  or both.
         Supplier  shall,  at  Company's  option,  return to Company or hold for
         Company's  disposition any or all of such Company Property in Suppliers
         possession.

63.      SUPPLIERS INFORMATION
                  Supplier shall not provide under, or have provided in
         contemplation of, this Agreement any idea, data, program, technical,
         business or other intangible information, however conveyed, or any
         document, print, tape, disc, semiconductor memory or other
         information-conveying tangible article, unless Supplier has the right
         to do so, and Supplier shall not view any of the foregoing as
         confidential or proprietary. If Supplier must furnish any such
         information to Company with restrictions, it shall only be furnished
         after negotiation and execution on behalf of Company of a separate
         written agreement specifically identifying the documents to be
         furnished and setting forth Company's rights and obligations with
         respect hereto.

64.      SURVIVAL OF OBLIGATIONS
                  The  obligations of the parties under this Agreement  which by
         their nature would continue  beyond the  termination,  cancellation  or
         expiration of this Agreement shall survive termination, cancellation or
         expiration of this Agreement.

65.      TAXES
                  Company  shall  reimburse  Supplier only for the following tax
         payments  with  respect to  transactions  under this  Agreement  unless
         Company  advises  Supplier than an exemption  applies:  state and local
         sales and use taxes,  as applicable.  Taxes payable by Company shall be
         billed  as  separate  items on  Supplier's  invoices  and  shall not be
         included in  Supplier's  prices.  Company  shall have the right to have
         Supplier contest any such taxes that Company deems improperly levied at
         Company's expense and subject to Company's direction and control.


<PAGE>


                                                        Agreement No. WR71980036
                                                                  Sheet 26 of 31

66.      TECHNICAL SUPPORT
                  Company  shall be  entitled to ongoing  technical  support and
         assistance,  provided, however, that the availability or performance of
         this  technical  support  service shall not be construed as altering or
         affecting Suppliers  obligations as set forth in the "WARRANTY" section
         or elsewhere provided for in this Agreement.

                  Ongoing Tier IV technical  support via telephone will be at no
         charge.  Beyond the WARRANTY period,  charges,  if any for Tier 1 and 2
         technical support, will be as shown in Appendix A.

67.      TERMINATION OF PURCHASE ORDER
                  Company  may at any time  terminate  any  portion or the total
         quantity  of  any  purchase   order(s)  placed  under  this  Agreement.
         Company's  liability to Supplier with respect to such termination shall
         be limited to (i)  Supplier's  purchase price of all components for the
         MATERIAL (not usable in Supplier's  other  operations  or,  saleable to
         Supplier's  other  customers),  plus (ii) the actual costs  incurred by
         Supplier  in  procuring  and  manufacturing  MATERIAL  (not  usable  in
         Supplier's  other operations or saleable to Supplier's other customers)
         in process as of the date of giving notice of  termination,  less (iii)
         any salvage value thereof. However, no such termination charges will be
         invoiced if, within sixty (60) days of notice of termination,  MATERIAL
         equivalent in kind to that being  terminated is ordered by Company.  If
         requested,  Supplier shall  substantiate such cost and price with proof
         satisfactory to Company.

68.      TIMELY PERFORMANCE
                  If Supplier has knowledge that anything  prevents or threatens
         to prevent  the timely  performance  of the Work under this  Agreement,
         Supplier shall immediately notify Company's  Representative thereof and
         include all  relevant  information  concerning  the delay or  potential
         delay.

69.      TITLE AND RISK OF LOSS
                  Title  (other  than  software)  and risk of loss and damage to
         MATERIAL  including  software purchased by Company under this Agreement
         or an order  issued  pursuant to this  Agreement  shall vest in Company
         when  the  MATERIAL  has  been  delivered  at the  FOB  point.  If this
         Agreement  or an order  issued  pursuant  to this  Agreement  calls for
         additional   services   including,   but  not  limited  to,  unloading,
         installation, or testing to be performed after delivery, Supplier shall
         retain  title  and risk  loss and  damage  to the  MATERIAL  until  the
         additional  services have been performed.  If Supplier is authorized to
         invoice  Company  for  MATERIAL  prior  to  shipment  or  prior  to the
         performance  of  additional  services,  title to  MATERIAL  (other than
         software)  shall vest in Company upon payment of the invoice,  but risk
         of loss and damage shall pass to Company when the  additional  services
         have been performed.


<PAGE>


                                                        Agreement No. WR71980036
                                                                  Sheet 27 of 31


70.      TOXIC SUBSTANCES AND PRODUCT HAZARDS
                  Supplier hereby warrants to Company that,  except as expressly
         stated elsewhere in this Agreement,  all MATERIAL furnished by Supplier
         as described in this Agreement is safe for its foreseeable  use, is not
         defined as a hazardous or toxic substance or material under  applicable
         federal,  state or local  law,  ordinance,  rule,  regulation  or order
         (hereinafter collectively referred to as "law" or "laws"), and presents
         no  abnormal  hazards  to  persons or the  environment.  Supplier  also
         warrants  that it has no knowledge of any federal,  state or local law,
         that  prohibits the disposal of the MATERIAL as normal  refuse  without
         special  precautions  except  as  expressly  stated  elsewhere  in this
         Agreement.  Supplier  also  warrants  that where  required by law,  all
         MATERIAL  furnished by Supplier is either on the EPA Chemical Inventory
         compiled under Section 8 (a) of the Toxic Substance  Control Act, or is
         the subject of an EPA-approved pre manufacture notice under 40 CFR Part
         720. Supplier further warrants that all MATERIAL  furnished by Supplier
         complies with all use restrictions, labeling requirements and all other
         health and safety requirements  imposed under federal,  state, or local
         laws.  Supplier  further warrants that, where required by law, it shall
         provide to  Company,  prior to  delivery  of the  MATERIAL,  a Material
         Safety  Data  Sheet  which  complies  with  the   requirements  of  the
         Occupational   Safety  and  Health  Act  of  1970  and  all  rules  and
         regulations promulgated thereunder.

                  Supplier shall defend, indemnify and hold Company harmless for
         any expenses (including but not limited to, the cost of substitute
         material, less accumulated depreciation) that Company may incur by
         reason of the recall or prohibition against continued use or disposal
         of MATERIAL furnished by Supplier as described in its Agreement whether
         such recall or prohibition is directed by Supplier or occurs under
         compulsion of law. Company shall cooperate with Supplier to facilitate
         and minimize the expense of any recall or prohibition against use or
         disposal of MATERIAL directed by Supplier or under compulsion of law.

                  Supplier  further  shall  defend,  indemnify  and hold Company
         harmless any claims, demands, suits, judgments,  liabilities, costs and
         expenses (including reasonable attorney's fees) which Company may incur
         under any  applicable  federal,  state or local  laws,  and any and all
         amendments  thereto,  including  but not  limited to the  Comprehensive
         Environmental  Response,  Compensation  and Liability Act of 1980;  the
         Consumer  Product Safety Act of 1972; the Toxic Substance  Control Act;
         Fungicide, Rodenticide Act; the Occupational Safety and Health Act; and
         the Atomic  Energy Act; and any and all  amendments  to all  applicable
         federal, state, or local laws, by reason of Company's acquisition, use,
         distribution  or disposal of MATERIAL  furnished by Supplier under this
         Agreement.

71.      TRAINING
                  If  requested by Company,  Supplier  will,  without  charge to
         Company,  provide  five (5)  separate  training  sessions at a location
         agreed to by Company and Supplier. Supplier shall:

<PAGE>


                                                        Agreement No. WR71980036
                                                                  Sheet 27 of 31

                  (a)  provide  instructors  and  the  necessary   instructional
         material of Supplier's  standard format to train Company's personnel in
         the installation,  planning and practices,  operation,  maintenance and
         repair of  MATERIAL  furnished  under this  Agreement.  These  training
         sessions shall be conducted at reasonable intervals at locations agreed
         upon by Supplier and Company.

         Or, at the option of Company,

                  (b)  provide to Company  training  modules or manuals  and any
         necessary assistance,  covering those areas of interest outlined in (a)
         of this  section,  sufficient  in detail,  format and quantity to allow
         Company to develop and conduct a training program.

72.      USE OF INFORMATION
                  Supplier  shall view as  Company's  property  any idea,  data,
         program, technical,  business or other intangible information,  however
         conveyed,  and any document,  print tape, disc, tool, or other tangible
         information-conveying or performance-aiding article owned or controlled
         by Company,  and  provided  to, or acquired  by,  Supplier  under or in
         contemplation  of this Agreement  (information).  Supplier shall, at no
         charge to Company,  and as Company  directs,  destroy or  surrender  to
         Company  promptly at its request any such article or any copy,  of such
         Information.  Supplier shall keep  Information  confidential and use it
         only in performing  under this  Agreement  and obligate its  employees,
         subcontractors  and others  working for it to do so,  provided that the
         foregoing shall not apply to information  previously  known to Supplier
         free of  obligation,  or made  public  through  no fault  imputable  to
         Supplier.

73.      VARIATION IN QUANTITY
                  Company assumes no liability for MATERIAL produced,  processed
         or in excess of the amount  specified in this  Agreement or in an order
         issue pursuant to this Agreement.

74.      WARRANTY
                  Supplier warrants to Company and Customer,  as defined in this
         section, that MATERIAL furnished will be new,  merchantable,  free from
         defects in design,  material  and  workmanship  and will conform to and
         perform in accordance with the Specifications, drawings and samples set
         forth  in  this  Agreement.  These  warranties  extend  to  the  future
         performance of the MATERIAL and shall continue for a period of eighteen
         (18) months from the date of delivery to Company.

                  Supplier also warrants to Company and Customers  that services
         will be performed in a first class, workmanlike manner. In addition, if
         MATERIAL  furnished  contains  one or  more  manufacturers  warranties,
         Supplier  hereby  assigns  such  warranties  to Company and  Customers.
         Supplier warrants that at the time of delivery to Company such MATERIAL
         shall

<PAGE>


                                                        Agreement No. WR71980036
                                                                  Sheet 28 of 31


         be free of any security interest or any other lien or any other
         encumbrance whatsoever. All warranties shall survive inspection,
         acceptance and payment.

                  Defective  or  non-conforming   MATERIAL  will,  at  Company's
         option, either be returned to Supplier for repair or replacement, at no
         cost to  Company,  with risk of  in-transit  loss and  damage  borne by
         Supplier and freight  paid by  Supplier,  or be repaired or replaced by
         Supplier on Customers site or another site  designated by Company at no
         cost to Company.  Unless otherwise agreed upon by Supplier and Company,
         Supplier shall complete  repairs and ship the repaired  MATERIAL within
         ten (10)  business  days of  receipt  of  defective  or  non-conforming
         MATERIAL,  or at Company's option, ship replacement MATERIAL within ten
         (10)  business  days after  verbal  notification  is given  Supplier by
         Company. Supplier shall bear the risk of in-transit loss and damage and
         shall prepay and bear that cost of freight for  shipments to Company of
         repaired or replaced MATERIAL. If requested by Company,  Supplier shall
         begin  on-site  repairs  within ten (10)  business  days  after  verbal
         notification is given Supplier by Company.

                  If MATERIAL returned to Supplier or made available to Supplier
         on site for repair as provided for in this section is  determined to be
         beyond repair,  Supplier  shall promptly so notify Company and,  unless
         otherwise agreed to in writing by Supplier and Company,  Supplier shall
         ship replacement  MATERIAL without charge within ten (10) business days
         of such notification.

                  Replacement, MATERIAL shall be warranted as set forth above in
         this "WARRANTY" section. Any MATERIAL which is repaired, modified, or
         otherwise serviced by Supplier shall be warranted as provided in this
         "WARRANTY" section for the remainder of the warranty period (based upon
         the date repair, modification or other service is completed and
         accepted by Company) or ninety (90) business days after the MATERIAL is
         returned to a Customer, whichever is later.

                  Supplier  also  warrants  that  software  will record,  store,
         process and present calendar dates falling on or after January 1, 2000,
         in the same  manner  and with the same  functionality  as it  performed
         before January 1, 2000. This maintenance will be considered part of and
         covered  under  the  maintenance  provisions  of  the  Agreement  at no
         additional charge to Company.

75.      ENTIRE AGREEMENT
                  This  Agreement   shall   incorporate  the  typed  or  written
         provisions on Company's  orders issued  pursuant to this  Agreement and
         shall constitute the entire agreement  between the parties with respect
         to the subject  matter of this Agreement and the order(s) and shall not
         be modified or  rescinded,  except by a writing  signed by Supplier and
         company.  Printed  provisions  on the reverse side of Company's  orders
         (except as specified otherwise in this


<PAGE>


                                                        Agreement No. WR71980036
                                                                  Sheet 29 of 31

         Agreement) and all provisions on Supplier's forms shall be deemed
         deleted. Estimates or forecasts furnished by Company shall not
         constitute commitments. The provisions of this Agreement supersede all
         contemporaneous oral agreements and all prior oral and written
         communications, and understandings of the parties with respect to the
         subject matter of this Agreement.

         Accepted (Date) October 28, 1998




MicroFrame, Inc.                                 Lucent Technologies Inc.
By: /s/ John F. McTigue                          By: /s/ M.B. Fahmey
Name (Print) John F. McTigue                     Name (Print) M.B. Fahmey
Title    Executive V.P. Finance Chief            Title Global Purchasing Manager
         Financial Officer

Appendices- The following Appendices are hereby made part of the Agreement:

Appendix A, Price Schedule
Appendix B, Specifications or Drawings
Appendix C, Marking
Appendix D, Packing
Appendix E, Quality Program Specifications


<PAGE>


                                                        Agreement No. WR71980036
                                                                      Appendix A
                                                                    Sheet 1 of 1




                                 Price Schedule

1.       Material
<TABLE>
<CAPTION>

         Description                        Model No.         Comcode               Price
<S>                                     <C>                <C>              <C>              <C>
ASG Guard - U.S. (4 port)                   SEN-2000SD *      407995794        $  1,524.00 ea.
ASG Guard - Intl. (4 port)                  SEN-2000SG *+     407995810        $  1,560.00 ea.
ASG Guard Plus - U.S. (1 6 port)            SEN-2000HD *      407995828        $  2,673.60 ea.
ASG Guard Plus - Intl. (16 port)            SEN-2000HG *+     407995836        $  2,709.60 ea.
ASG Guard - US (80 Contact Closure)         SEN-20001D *      N/A              $  2,481.60 ea.
ASG Guard - Intl. (80 Contact Closure)      SEN-2000IG *+     N/A              $  2,517.60 ea.
* Includes 2 modems, 32 MB Ram
+ EUROPEAN - 220-230VAC,5OHz IN,            16VAC OUT
</TABLE>


Part #           Description                                             Price

ASG-Key          Token                              407994060      $   48.75 ea.
ASG-RMK19        Rack Mount                         407997451      $   25.00 ea.
ASG-WMK          Wall Mount                         407997469      $   12.50 ea.
ASG-PS16-D       Power Supply (U.S.)                408007409      $   25.00 ea.
ASG-PS16-230     Power Supply (Europe)              408007417      $   25.00 ea.
ASG-PS16-U       Switching Power Supply             408007425      $   90.00 ea.
ASG-K002         Cable Kit (5-DB9 to DB25 cables)   407997790      $   20.00 ea.
SEN-HPX          12 port upgrade/ASG Guard Plus     407997782      $1,018.00 ea.
PMDM-336D        Modem (U.S.)                       408007433      $  150.00 ea.
SEN-PS16-U       Universal Power Supply 95-250      N/A            $   90.00 ea.
                 VAC, 47-63Hz In, 18VDC Out
PMDM-336G        Modem (International)              408008043      $  175.00 ea.
ASG-BAT          Battery                            408007441      $   30.00 ea.


2.       Out of Warranty Repair

         ASG Guard                                               $    500.00 ea.
         Hourly Tech Support Rate (Tier 1 & 2)                  $    100.00





<PAGE>


                                                        Agreement No. WR71980036
                                                                      Appendix B


                              TECHNICAL MEMORANDUM
                                    ASG-GUARD
                               September 11, 1998

1.       INTRODUCTION

This document provides the vendor, product functional and feature,  requirements
for a Sentinel  2000 which will be labeled the ASG GUARD  product that  provides
secure access to dial-up  communications  ports. The initial application of this
product is to provide secure access to RS-232 console and  Administration  Ports
on  LUCENT  PBXS,  adjunct  processors  (i.e.:  CMS,  Conversant,  and the Voice
Messaging Systems) that can only be accessed by authorized personnel.

2.       PRODUCT DESCRIPTION

The ASG GUARD is a single or double  channel  protection  system  that  prevents
unauthorized access to four to twenty-eight  communications ports. The ASG GUARD
is a device for  "GUARDing"  the console  port so it cannot be accessed  without
being provided an appropriate response via an authentication  device such as ASG
KEY or ASG Manager.  The ASG GUARD provides a secure access system by making use
of an  encryption/decryption  algorithm  controlled by a programmable secret key
password.

The ASG GUARD will initially be used as a console port security  enhancement for
DEFINITY and the  Operations  Support System (OSS) products that support it. The
ASG Guard,  manufactured  by MicroFrame  Inc.,  will allow  customers to control
access on incoming modem calls to the PBX system  Maintenance and Administration
ports as well as the administrative and maintenance ports of adjunct devices.

The ASG GUARD shall  provide a system  activity  log of access,  attempts,  both
allowed and denied that includes date and time of access,  Login  identification
and status information.

System  administration  and/or system activity recording of the ASG Guard system
shall be provided  through attached  equipment  connected to an RS-232 auxiliary
port or via remote connection over phone lines or network access. Administration
equipment  connected  to the  RS-232  port  shall be  customer  provided,  e.g.,
asynchronous terminal or personal computer.

The customized  software within the ASG GUARD product shall meet the feature and
user interface  requirements outlined by this document.  The customized software
for LUCENT will be based upon and added to the same  standard  software  feature
capabilities  as offered by  MicroFrame,  Inc in their  Sentinel  2000  product.
MicroFrame gives LUCENT certain rights with


                                        1

<PAGE>

                                                        Agreement No. WR71980036
                                                                      Appendix B

respect to Alarm  Delivery  (section  3.5),  any LUCENT  specific  functionality
associated with User Secret Key Encryption  (Section 3.6), and LUCENT  Permanent
Users  (Section  3.2. 1,  Section  3.2.2,  Section  3.2.3,  and Section  3.2.4),
including  all  intellectual  property  to be  used  in ASG  Guard.  The  LUCENT
customized  features  and  capabilities  cannot be offered to any other  parties
without LUCENT's written consent. The ASG Guard shall meet YEAR 2000 compliance.

3.       FUNCTIONAL REQUIREMENTS

3.1      Controlled Access

The ASG GUARD shall allow  access to its host ports port only after  receiving a
valid authentication  response to the authentication  challenge given by the ASG
Guard and  independent  of equipment  connected to the ASG GUARD.  The ASG GUARD
challenge and response handshake (verification process) shall make use of a data
encryption/decryption  algorithm  as  specified  by  ANSI  X3.92  -  1961,  Data
Encryption Algorithm.

In response to an incoming call, the ASG GUARD shall prompt the calling user for
an  authorized  LOGIN  identifier.  The ASG GUARD will verify  permission to the
reception  of an  authorized  LOGIN  identifier  by  issuing  a  challenge.  The
challenge  is on encrypted  pseudo-random  code,  based on an algorithm  using a
secret  programmable  secret key password  associated  with the  received  LOGIN
identifier, that is transmitted to the session originator. An authorized session
originator shall be able to send a valid response after processing the challenge
through a similar  decryption/encryption  procedure  using the same  secret  key
password that the ASG GUARD used for encryption. The ASG GUARD after receiving a
valid response  (calculated by the ASG KEY or other ASG compliant  device) shall
provide access in the ASG Guard or connected external product as directed by the
originators LOGIN profile.

3.2       Administration of LOGIN Users

The ASG GUARD shall provide the  capability  for a total of 75 authorized  LOGIN
users (i.e. identifiers and associated secret key passwords). All LOGIN's are to
be identified as either LUCENT or customer level  LOGIN'S.  The LUCENT level can
only be administered by LUCENT  Technologies.  The customer will only be able to
create additional customer level LOGIN's (via the Customer Master access class).
The customer level LOGINs can be  administered by either LUCENT or the customer.
The customer shall be able to  permit/restrict  Lucent logins from administering
customer Logins (Permit is the default). The ASG GUARD shall be administrable to
block or restrict (number of Sessions allowed/Expiration  Date)access from valid
LOGIN users,  both LUCENT and  customer  users.  Customers  shall not be able to
delete LUCENT LOGIN's from the ASG GUARD.  Only LUCENT will be allowed to add or
delete  LUCENT LOGIN users.  An initial  default  LOGIN user will be created and
designated for LUCENT Services.


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                                                        Agreement No. WR71980036
                                                                      Appendix B

A single LOGIN can be administered to access multiple ASG GUARDS. Initially, ASG
GUARDS will be shipped with the same LUCENT permanent LOGIN user that will allow
LUCENT Services to gain access to all ASG GUARDS.

3.2.1    LUCENT Permanent Login User:

ASG GUARD administration of the permanent LOGIN user and the secret key password
shall require a special procedure referred to as Unit Initialization. ASG GUARDs
shall be  initialized  at the factory and shipped with the permanent  login user
loaded  into the  firmware.  Once  delivered,  adding or deleting  LUCENT  LOGIN
identifiers  shall  require  LUCENT  Master  Users  rights or for the unit to be
initialized, wiping the unit clean of all ASG application code.

3.2.2    Default Lucent User Administration:

The ASG GUARD shall provide means of administering  authorized users through the
use  of  a  special   default  LUCENT  Master  user  or  via  loading  a  LUCENT
CONFIGURATION FILE.

The LUCENT  CONFIGURATION  FILE will  contain  the LUCENT  MASTER  USER with the
following information:

                  o        One LOGIN identifier with access parameters (Rights
                           Level, Access Rights etc.)
                  o        One secret key password the LUCENT LOGIN identifier

3.2.3    Customer Level Users:

Customers  administration  shall  allow for  provisioning  up to a maximum of 55
customer level LOGINs including the deleting or changing of the non-LUCENT LOGIN
identifiers and associated  secret key password(s).  The secret key password can
be  specified  by the  customer  administrator  or randomly  assigned by the ASG
GUARD.

Four access  levels for the customer  user logins  shall be  provided.  They are
Customer Master, Customer Sysop 1, Customer Sysop 2, and Host. The functionality
provided  for the Sysop l, Sysop 2, and host classes is the same as the standard
functionality  currently  provided the Sysop 1, Sysop 2, and host classes by the
MicroFrame  Sentinel product.  The Customer Master access class shall be able to
use the dump and config capabilities for the Customer User Table and other parts
of the ASG Guard configuration. Customer users shall not be able to use the dump
or config capabilities for the Lucent User Table.

The ASG GUARD  shall allow the  customer  to block or restrict  (but not delete,
add,  or  change)  individual  LUCENT  LOGIN  users from  accessing  it (via the
Customer Master access class).


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                                                        Agreement No. WR71980036
                                                                      Appendix B

The customer shall be able to display the customer LOGIN  identifiers  and their
associated secret key passwords only during the administrative session when they
are added to the ASG GUARD.  The customer,  via the Customer Master access class
only, shall be able to display or block the LUCENT LOGIN identifiers,  but shall
not be able to display secret key passwords of the LUCENT LOGIN users.

As stated in Section 5.2,  the ASG Guard shall not allow for customer  access to
the internal programming mode (CCL).

3.2.4    Lucent Level Users:

Lucent  administration shall allow for provisioning up to a maximum of 20 Lucent
LOGINS.  Lucent logins can be added,  changed,  or deleted via the Lucent Master
access level only.

Four access levels for the Lucent user logins shall be provided. They are Lucent
Master, Lucent Sysop 1, Lucent Sysop 2, and Host. The functionality provided for
the Sysop l, Sysop 2, and host classes is the same as the standard functionality
currently  provided  the Sysop 1, Sysop 2, and host  classes  by the  MicroFrame
Sentinel  product.  The Lucent Master access class shall be able to use the dump
and config  capabilities  for the Lucent  User Table and other  parts of the ASG
Guard  configuration.  It is not required that the Lucent Master access class be
able to dump or config the Customer User Table,  nor is it prohibited  that this
functionality be provided.

3.3      Invalid Attempts

An invalid  attempt is defined  to be either an  invalid  LOGIN  identifier,  an
invalid  response  to a  challenge  or the absence of a response to the Login or
Challenge  request.  The ASG GUARD shall drop the incoming line as the result of
three  consecutive  invalid  attempts and the call attempt  noted in the Failure
History  Log,  along with a status code to explain the access  failure.  The ASG
GUARD  shall send the access  failure  status  code to the  connecting  computer
explaining why the connection is being dropped.

3.4      Blocked/Restricted Attempts

A blocked attempt is defined to be valid LOGIN user  (identifier)  that has been
deliberately  blocked from  accessing  the ASG GUARD through  administration.  A
restricted  attempt is defined to be a valid  LOGIN user  (identifier)  that has
tried to access the ASG GUARD  during a time of day or day of week that has been
deliberately  restricted  blocked for that LOGIN user.  The ASG GUARD shall send
the access  failure status code to the  connecting  computer  explaining why the
connection is being dropped.

3.5      ASG GUARD Transparency


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                                                        Agreement No. WR71980036
                                                                      Appendix B

The GUARD shall be transparent when idle,  i.e., the interface  presented to the
user equipment shall appear as an idle Network interface. This will allow normal
maintenance  testing on the port by the PBX or adjunct without impairment to the
ASG GUARD.

The ASG GUARD under any circumstance  shall not impact outgoing call origination
from the ASG GUARD's  host  port(s),  e.g.,  PBX alarm  Origination.  If the ASG
Guard's  modem is in use,  the host device  originating  an alarm will receive a
modem busy message.

The ASG GUARD shall become transparent on incoming calls after access permission
has been  established,  but shall  monitor  for a  disconnect  from  either port
(Network or Host).

3.6      User Secret Key Encryption

User  secret  keys  shall be stored on the ASG Guard  securely  in an  encrypted
format.  This will  support a more secure  approach  to backup  offline the User
Secret Key Table.  This will also support a more secure approach to distribute a
User Secret Key Table to multiple  ASG Guards  from a remote  location.  The ASG
Guard will  provide 1) a Lucent  administrable  key to encrypt  the Lucent  user
secret  keys  and  2) a  separate  customer  administrable  key to  encrypt  the
customers  user  secret  keys.  MicroFrame  and Lucent will  jointly  define the
structure and administrative  capabilities for the Lucent and customer keys used
to encrypt the Lucent and customer user secret keys.

3.7      Blocked Access

The system administrator shall be able to control access through a ASG GUARD (to
the host  ports  connected  behind  the ASG GUARD) by  blocking  specific  LOGIN
(identifiers) or all LOGINS.  Both permanent (LUCENT Services) and non-permanent
LOGINS may be blocked.  Blocked  LOGINS will not be able to access the ASG GUARD
until they are unblocked by ASG GUARD administration.

3.8      Time of Day/Day of Week Restriction

The  system  administrator  shall be able to  control  access  to a ASG GUARD by
administering  time of day  restrictions  and/or  days of the week for  specific
LOGIN  identifiers  including LUCENT Services LOGIN  identifiers.  This function
shall be provided using a twenty-four hour clock.

3.9      Access Failure Messages

The ASG GUARD shall  provide  access  failure codes and  associated  messages to
enable a system administrator or technician to:
                  o        detect and diagnose equipment problems


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                                                        Agreement No. WR71980036
                                                                      Appendix B

                  o       detect that an invalid access attempt has occurred
                  o       detect a Blocked user or time restriction call
                          attempt
                  o       detect a forced disconnect, by either an issued
                          command or an outgoing call

3.10     Version Display

The ASG GUARD Version display shall contain the following:
                  o        Software Version
                  o        Equipment version number
                  o        Firmware version number
                  o        Memory
                  o        Port information
                           o        Number of Host Ports
                           o        Number of Modem Ports
                           o        Number of Telnet Ports
                  o        Modem Type installed
                  o        Current date and time
                  o        Site Name

3.11     ASG GUARD History Log

The ASG GUARD shall provide the capability to record, display and print a log of
all ASG GUARD activity. The following data will be provided in the audit trail:
                  o        Incoming call arrival date and time
                  o        Call disposition (connected or disconnected)
                  o        LOGIN identifier
                  o        Disconnect time
                  o        Reason for disconnect by access failure codes
                  o        GUARD log identification if available
                  o        LOGIN identifier(s) added and removed
                  o        LOGIN identifier(s) Blocked and unblocked
                  o        LOGIN identifier(s) restricted and unrestricted
                  o        A Message Authentication Code (MAC) allowing LUCENT
                           to determine if a log report has been tampered with

The ASG GUARD  History Log shall be available in real time.  I.e.,  all activity
messages shall be sent to the connected  administration equipment whenever there
is no software  session running.  The ASG GUARD activity  messages shall also be
stored in the History Log buffer for retrieval.  The ASG GUARD History Log shall
provide for the storage of at least the last 200 messages of ASG GUARD activity.


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                                                        Agreement No. WR71980036
                                                                      Appendix B

3.12     ASG GUARD Access Log

The ASG GUARD shall provide the capability to store,  display and print a log of
call access  attempts for both incoming and outgoing  calls.  The following data
shall be provided in the audit trail:

                  o        Date and time
                  o        LOGIN identifier and device number
                  o        Length of connection in hours.  Minutes and seconds
                  o        Session type and level
                  o        A message Authentication Code (MAC) which will allow
                           LUCENT to determine if a log report has been tampered
                           with
                  o        The Access  History Log shall  provide for storage of
                           at least the last 500 messages of ASG GUARD activity.
                           To provide this  storage  capacity,  MicroFrame  will
                           develop a feature that will write the Access  History
                           Log  entries on both static RAM and on the RAM drive.
                           This  feature  will be  available in version 2 of the
                           code at no charge to  Lucent.  ASG  Guards  with code
                           prior to version 2 shall be able to be upgraded  with
                           this feature.

3.13     GUARD Failure History Statistics

The GUARD shall  provide the  capability to store,  display,  and print a log of
attempt failures. The following data shall be provided in the audit trail:

                  o        Incoming call arrival date and time
                  o        LOGIN identifier and Port
                  o        Failure reason
                  o        A Message Authentication Code (MAC) which will allow
                           LUCENT to determine if a log report has been tampered
                           with

                  The Failure  History Log shall provide for storage of at least
                  the  last  500  access  failures.   To  provide  this  storage
                  capacity,  MicroFrame  will  develop a feature that will write
                  the Failure  History Log entries on both static RAM and on the
                  RAM drive.  This feature will be available in version 2 of the
                  code at no charge to  Lucent.  ASG  Guards  with code prior to
                  version 2 shall be able to be upgraded with this feature.

3.14     ASG GUARD Error Log

The ASG GUARD  shall  provide  the  capability  to record,  display  and print a
statistical  summary of system  errors.  The following data shall be provided in
the audit trail:


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                                                        Agreement No. WR71980036
                                                                      Appendix B

                  o        Date and time
                  o        Error message

3.15     ASG GUARD Administration

The ASG GUARD shall provide an EIA RS-232  auxiliary  port for the connection of
an  asynchronous  administration  terminal or PC. The  administration  interface
shall be menu driven.

The ASG GUARD unit can also be  administered  remotely  via the network  port or
modem connection. This requires a user login with administration privileges such
as Master or Sysop.  Then all  administrative  capabilities will be available by
dialing  through the modem or  telneting  through the ethernet  port.  Access to
administrative functions will require authentication.

Administrative  sessions  on the modem port will not  prevent an  administrative
session on the AUX port.

3.16     Single Point Administration for multiple ASG GUARDs

As  limited  by  the  constraints  of  an  EIA  RS-232  connection,  the  system
administrator  shall be able to  administer  multiple  ASG GUARDs  from a single
terminal.  This means that in  addition  to being able to set the time and date,
and speed/parity,  the administrator shall also be able to add/delete authorized
users,  check ASG GUARD status  (idle,  busy),  and collect the audit trail data
from a central location.

When  multiple  ASG  GUARDs  are used,  ASG GUARD log  identification  should be
assigned to each ASG GUARD.

3.17     Power Outage

No ASG GUARD  administration  shall be required  following a power outage,  when
power is restored; the ASG GUARD shall automatically come back on-line and reset
itself to their idle  states,  respectively.  ASG GUARD stored  information  and
parameters shall be unchanged by power outages.

3.18     Key Change Interface

ASG Guard  shall  provide a key  change  interface  to enable the Lucent ASG Key
Change tool to change secret keys provisioned on the ASG Guard.  This feature is
required for handling secret key corruption, key exposure to unauthorized users,
and expiration of key lifetime.  It is required that the key change operation be
done via the Lucent MASTER access level only. This key change interface  feature
shall be provided in version 2 of the code at no charge to Lucent. ASG


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                                                        Agreement No. WR71980036
                                                                      Appendix B

Guards  with  code  prior to  version 2 shall be able to be  upgraded  with this
feature.  MicroFrame and Lucent will jointly define the  specifications for this
feature.

4.       USER INTERFACE

4.1      Initialization and Test Response Code

The vendor  shall  provide  LUCENT with the ability to reset an ASG GUARD to its
initial  translations.  An ASG GUARD  shall not allow this reset  function to be
accomplished from a remote location.

All ASG GUARDs are to be  initialized  in the factory  before  shipment  with an
initial LUCENT level LOGIN user.

When a LOGIN user is added to the ASG GUARD's  user list, a  pseudo-random  test
response code shall be generated that maps into the specific secret key password
administered  for the added user.  The secret key  password can be chosen by the
administrator or randomly generated by the ASG GUARD. This test response code is
to be used to verify that the correct  secret key password has been entered into
the  appropriate  authentication  tool (i.e.  ASG Key, ASG Mobile,  ASG Manager,
etc.).

Customer  authentication  tools are to be shipped  un-initialized and need to be
initialized/administered with their secret key & pin.

4.2      ASG GUARD Administration

LUCENT or the customer/system  administrator,  using an asynchronous terminal or
PC connected to the ASG GUARD's auxiliary port, through a dialup connection,  or
network connection (LAN) will be able to administer the ASG Guard.

4.2.1    LUCENT Master Level ASG Guard Administration

                  o        To set communications parameters of the auxiliary
                           port
                  o        To set time and date
                  o        To display ASG GUARD status (idle or busy) (i.e. PST
                           - Port Status Command)
                  o        To add, delete or change any authorized LOGINs
                           (LUCENT can only administer LUCENT level LOGIN
                           Identifiers and secret key passwords. Lucent and
                           customer administrators can administer customer level
                           LOGINS)
                  o        To enable/disable (block) all LOGIN users from
                           accessing the ASG GUARD (i.e., both LUCENT and
                           customer LOGINS)
                  o        To connect to an established call or disconnect a
                           call in progress

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                                                        Agreement No. WR71980036
                                                                      Appendix B


                  o        To set a unique ASG GUARD identification and site
                           information

                  o        To list the contents of the GUARD Error log

                  o        To list the contents of the GUARD Access Log

                  o        To list the contents of the GUARD History Log

                  o        To list the contents of the GUARD Failure log

4.2.2    Customer Master Level ASG Guard Administration

                  o        To set communications parameters of the auxiliary
                           port
                  o        To set time and date
                  o        To display ASG GUARD status (idle or busy) (i.e., PST
                           - Port Status Command)
                  o        To add, delete or change only customer level
                           authorized LOGINs (LUCENT can only administer LUCENT
                           level LOGIN Identifiers and secret key passwords.
                           Lucent and customer administrators can administer
                           customer level LOGINS)
                  o        To enable/disable (block) all LOGIN users from
                           accessing the ASG GUARD (i.e., both LUCENT and
                           customer LOGINS)
                  o        To connect to an established call or disconnect a
                           call in progress
                  o        To list the  contents of the GUARD Error log
                  o        To list the contents of the GUARD Access Log
                  o        To list the  contents of the GUARD History Log
                  o        To list the contents of the GUARD Failure log

4.3      LED Indicators

The ASG GUARD  shall  have  Several  LEDs on the front  panels  to  provide  the
following functionality:

                  o        Power On indicator
                  o        Battery indicator
                  o        Power Failure indicator
                  o        Unit Pulse
                  o        Alarm, Event & File Buffer indicator
                  o        Auxiliary port activity
                  o        Host port activity indicators
                  o        Modem port activity indicators
                  o        Ethernet port indicator

4.5      Test Capabilities

4.5.l LED Testing: When powered up, all the LEDs (except Power LEDs on the front
panel of the ASG GUARD shall blink on and off in unison three times, then settle
into an Idle/locked condition with 2 LEDs on (power and Idle/Locked).

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                                                        Agreement No. WR71980036
                                                                      Appendix B


--------------------------------------------------------------------------------
Group             Led                Function
--------------------------------------------------------------------------------
power             o AC               Power is being supplied to the unit.
--------------------------------------------------------------------------------
                  o 48VDC            Power is being supplied to the unit from a
                                     48VDC source (such as the PBX battery).
--------------------------------------------------------------------------------
                  o Battery          Internal battery is charging
--------------------------------------------------------------------------------
                  o Power Fail       Main power has filed and the internal
                                     battery is supplying power to the unit
--------------------------------------------------------------------------------
system            o PULSE            Flashes to indicate that the system is
                                     operating correctly
--------------------------------------------------------------------------------
   green          o Alarm - clear    Pending indicates that an alarm is being
                                     processed.
--------------------------------------------------------------------------------
   red            o Alarm - pending
--------------------------------------------------------------------------------
   green          o Event - clear    Pending LED indicates that the Sentinel
                                     has events (alarms) queued for processing.
--------------------------------------------------------------------------------
   red            o Event - pending
--------------------------------------------------------------------------------
   green          o File - clear     Pending LED indicates that the amount of
                                     data stored on the RAMdisk has reached the
                                     critical level.
--------------------------------------------------------------------------------
   red            o File - pending   data stored on the RAMdisk has reached the
                                     critical level
--------------------------------------------------------------------------------
Ports             Aux
                  o  Aux - RX
                  o  Aux - DTR
                     Host 1           The upper LED (RX) flashes when data is
                                      being received
                  o  RX
                  o  DTR
                     Host 2
                  o  RX
                  o  DTR
                     Host 3           The lower LED (DTR) indicates that a
                                      device is connected to the port.

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                                                        Agreement No. WR71980036
                                                                      Appendix B
--------------------------------------------------------------------------------
GROUP             LED                 FUNCTION
--------------------------------------------------------------------------------
                  o  DTR
                  o  Host 4
                  o  RX
                  o  DTR
--------------------------------------------------------------------------------
Modem                Modem 1          Upper LED (RX) indicates that data is
                                      currently being transferred.
                  o  RX
                  o  CD
                     Modem 2          Lower LED (CD) indicates that the modem is
                                      connected to a remote system.
                  o  CD
--------------------------------------------------------------------------------
Host Expansion
  Board           (for each port)     The upper LED (RX) indicates the unit is
                                      in the process of receiving data.
                  o  RX
                  O DTR
                                      The Lower LED (DTR) indicates that a
                                      device is connected to the port
--------------------------------------------------------------------------------
Ethernet          o  RX               Indicate the reception and transmission
                                      of network data.
                  O TX
--------------------------------------------------------------------------------




4.5.2 GUARD Self-Check:  The GUARD shall provide a test procedure on device boot
up (Self-Check) that checks if its firmware/hardware is operating properly.

5.       PRODUCT DEVELOPMENT

This section states MicroFrame's development responsibilities.  It also includes
signaling,  protocol and physical  requirement,  for  communicating  with LUCENT
switches and OSS devices, and with non-LUCENT endpoints.

LUCENT  acceptance  criteria for the ASG GUARD will include  LUCENT  system test
results. In other words, LUCENT will system test the ASG GUARD with switches and
OSS  devices it  intends  to  support,  prior to  acceptance.  The vendor may be
required to make changes to the product if the system test results indicate that
the  product  does  not  satisfy   LUCENT  ASG  GUARD   functional  and  feature
requirements.


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                                                        Agreement No. WR71980036
                                                                      Appendix B

5.1      Other ASG GUARD Applications

The initial product offering will be to secure dial-up  maintenance ports on the
LUCENT BCS products. In the future, the product is intended to be used to secure
other dial-up port  applications on LUCENT BCS products,  other LUCENT products,
and non-LUCENT products.

5.2      Internal Program Mode

The ASG  GUARD  product,  specified  by these  requirements  shall not allow for
customer access to the internal programming mode (CCL).

5.3      Timing Accuracy

The  product  shall keep  accurate  time for  logging  purposes.  The time clock
provided shall not lose or gain more than five minutes per month.

5.4      Hardware Components

The ASG GUARD shall provide the following ports:

                  o        One or two female RJ11 Network port for connection to
                           a CC 2-wire telephone line(s)
                  o        A female DB-9 Auxiliary port (DCE interface) for
                           connection to either a terminal
                  o        Four DB-9 RS232 ports (DCE interface) for connection
                           to host equipment such as PBX or Voice Mail systems
                  o        A 10BaseT Ethernet port for TCP/IP connection to a
                           network
                  o        5 dry contact closures (Slimline)
                  o        8 dry contact closures for 16/28 port unit
                  o        2 relays (Slimline only)
                  o        Temperature probe ports
                  o        1 5V analog to digital conversion port

The  Auxiliary  port  shall  support  connected  equipment  with  the  following
Requirements:

                  o        RS-232 DTE interface
                  o        Asynchronous
                  o        Full or half duplex
                  o        8 bits no parity, 7 bits no parity, 7 bits even
                           parity, 7 bits odd
                  o        parity  (ASG  GUARD  admin  option)
                  o        Baud rates of 2400, 4800, 9600, 19200, 38400, 57600
                           (ASG GUARD admin option)

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                                                        Agreement No. WR71980036
                                                                      Appendix B

6.0      Miscellaneous

6.1      Environmental

The product  shall be  consistent  with  switch  environmental  requirements  as
specified by the "LUCENT Definity Generic 3, System Description" manual.

6.2      Network Port

The GUARD's  network  interface  shall  conform to Bellcore  Technical  Advisory
NPL-000912.

6.3      FCC & CSA Requirements

The product modem shall pass FCC Part 15 and part 68 requirements and equivalent
CSA standards.

6.4      UL and CSA Requirements

The product shall meet UL part 1459, Issue 2, requirements and equivalent CSA

6.5      Reliability

The GUARD shall have a minimal mean time between failure rate of 6.3 years.



                                       14